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Legg Mason Global Asset Management Trust
Legg Mason Partners Equity Trust
Legg Mason Partners Variable Equity Trust
LEGG MASON PARTNERS VARIABLE EQUITY TRUST
Permal Alternative Select VIT Portfolio
620 Eighth280 Park Avenue
New York, New York 10018NY 10017
Special Meeting of Shareholders to be held on May 20, 2016
April 1, 2016[ ], 2021
Dear Shareholder:
A joint special meeting (the “Meeting”) of the shareholders of the Permal Alternative Select VIT Portfolio (the “Fund”), a series ofLegg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (the(each, a “Trust”), including their various series (each, a “Fund” and collectively, the “Funds”), is scheduled to be held on Tuesday, June 15, 2021 at 10:00 a.m. (Eastern time). Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the meeting will be held atin a virtual meeting format that is accessible solely by means of remote communication. Instructions on attending the offices of Legg Mason Partners Fund Advisor, LLC (“LMPFA”), 620 Eighth Avenue, New York, New York 10018 at 11:30 a.m. Eastern Time, on May 20, 2016, or at any adjournment(s) or postponement(s) thereof.
Permal Asset Management LLC (“Permal”), which serves as the Fund’s investment manager, is currently an indirect wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”).
Legg Mason has entered into a definitive agreement to acquire a majority ownership interest in EnTrust Capital (“EnTrust”) and combine EnTrust with The Permal Group (“The Permal Group”), an international financial group of companies for which Permal Group Ltd. (“Permal Group Ltd.”), an indirect wholly-owned subsidiary of Legg Mason, acts as the holding company (the “Combination”). EnTrust is a leading independent hedge fund investor and alternative asset manager headquartered in New York with approximately $12 billion in total assets under management as of February 1, 2016 and complementary investment strategies, investor base and business mix to The Permal Group. As a result of the Combination, a new holding company named EnTrustPermal LLC will be formed for the combined EnTrust and The Permal Group businesses, with Legg Mason owning 65% and Gregg S. Hymowitz, EnTrust’s Co-founder and Managing Partner, and entities controlled by him owning 35%. Mr. Hymowitz and entities controlled by him will also receive consideration of $400 million in cash from Legg Mason. Upon closing of the Combination, Permal will be renamed EnTrustPermal Management LLC (“EnTrustPermal”) and will be a separate subsidiary of EnTrustPermal LLC.
As a result of the Combination, there will be a “change in control” in the ultimate ownership of Permal for purposes of the Investment Company Act of 1940 (the “1940 Act”), as more than 25% of the voting securities of Permal will be owned by Mr. Hymowitz and entities controlled by him, thereby triggering the automatic assignment provision in each of the management and subadvisory agreements with respect to the Fund to which Permal is a party, and each such agreement will terminate as of the date of the closing of the Combination. Youmeeting are being asked to approve a new management agreement with Permal for the Fund to take effect at the closing of the Combination.
The Combination, which is described in detailset forth in the enclosed materials, will not result in any changes toNotice of Meeting.
The meeting is being held for the way in which the Fund is managed or the investment management fee paid by the Fund to its investment manager.
At the Meeting, shareholders will be asked to consider and vote on the following Proposal:purposes of:
Electing Trustees; and |
Transacting such other business as may properly come before the |
For the reasons explained in the accompanying Proxy Statement, Permal and the Board of Trustees of the Trust (the “Board”) recommend that you vote in favor of the Proposal.
As a shareholder of the Fund, youShareholders are being asked to vote onelect Trustees of each Trust. Currently, the Proposal. Funds of Legg Mason Global Asset Management Trust are overseen by one group of Trustees, and the Funds of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust are overseen by a different group of Trustees. The Boards recommend that shareholders elect all of the nominees, which will result in a single group of Trustees comprised of members of both existing Boards, overseeing all of the Funds (the “Combined Board”). As described in the enclosed joint proxy statement, the anticipated benefits of the Combined Board include efficiency in operations and potential long-term cost savings.
The Board has determined that the Proposal is in the best interests of the Trust and theresponsible for your Fund and its shareholders, and recommends that you vote in favor“FOR” Proposal 1. However, before you vote, please read the full text of the Proposal.joint proxy statement for an explanation of the proposal.
To ensure that yourYour vote on this matter is counted, please:
Computershare Fund Services, Inc.dating each proxy card and returning it in the accompanying postage-paid return envelope.
280 Oser Avenue
Hauppauge, NY 11788
If you have any questions about the Proposal,proposal to be voted on, please call 1-877-721-1926 between the hours of 8:00 a.m. and 5:30 p.m. Eastern Time, Monday through Friday.Computershare Fund Services at 1-866-963-5819.
Sincerely,
Jane Trust
President and Chief Executive Officer
Legg Mason Partners Variable Equity TrustTrustee
Legg Mason Global Asset Management Trust
Legg Mason Partners Equity Trust
Legg Mason Partners Variable Equity Trust
280 Park Avenue
New York, NY 10017
OVERVIEWNOTICE OF THE PROPOSAL – QUESTIONS & ANSWERSJOINT SPECIAL MEETING OF SHAREHOLDERS
Why did you send me this booklet?To Be Held On June 15, 2021
You were sent this proxy statementA joint special meeting of the shareholders (the “Proxy Statement”“Meeting”) because you are a shareholder of Permal Alternative Select VIT Portfolio (the “Fund”), a series ofLegg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (the(each, a “Trust”), including their various series (each, a “Fund”) is scheduled to be held on Tuesday, June 15, 2021 at 10:00 a.m. (Eastern time). As such, you haveDue to the right to vote your sharescontinuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund with respect toshareholders, the Proposal described below, if your vote is properly submitted and received prior to the special meeting (the “Meeting”) of the shareholders of the Fund. The Meeting will be held at the officesin a virtual meeting format that is accessible solely by means of Legg Mason Partners Fund Advisor, LLC (“LMPFA”), 620 Eighth Avenue, New York, New York 10018 at 11:30 a.m. Eastern Time, on May 20, 2016, or at any adjournment(s) or postponement(s) thereof.remote communication, described further below.
WhoThe Meeting is eligible to vote?
Shareholders of record of the Fund as of the close of business on March 21, 2016 are eligible to vote.
What is the purpose of the Meeting?
Permal Asset Management LLC (“Permal”), which serves as the Fund’s investment manager, is currently an indirect wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”). Legg Mason has entered into a definitive agreement to acquire a majority ownership interest in EnTrust Capital (“EnTrust”) and combine EnTrust with The Permal Group (“The Permal Group”), an international financial group of companies for which Permal Group Ltd. (“Permal Group Ltd.”), an indirect wholly-owned subsidiary of Legg Mason, acts as the holding company (the “Combination”). EnTrust is a leading independent hedge fund investor and alternative asset manager headquartered in New York with approximately $12 billion in total assets under management as of February 1, 2016 and complementary investment strategies, investor base and business mix to The Permal Group. As a result of the Combination, a new holding company named EnTrustPermal LLC will be formedbeing held for the combined EnTrust and The Permal Group businesses, with Legg Mason owning 65% and Gregg S. Hymowitz, EnTrust’s Co-founder and Managing Partner, and entities controlled by him owning 35%. Mr. Hymowitz and entities controlled by him will also receive consideration of $400 million in cash from Legg Mason. Upon closing of the Combination, Permal will be renamed EnTrustPermal Management LLC (“EnTrustPermal”) and will be a separate subsidiary of EnTrustPermal LLC.
As a result of the Combination, there will be a “change in control”following purposes, as more fully described in the ultimate ownership of Permal for purposes of the Investment Company Act of 1940 (the “1940 Act”), as more than 25% of the voting securities of Permal will be owned by Mr. Hymowitz and entities controlled by him, thereby triggering the automatic assignment provision in each of the management and subadvisory agreements with respect to the Fund to which Permal is a party, and each such agreement will terminate as of the date of the closing of the Combination.
A new investment management agreement with respect to a registered investment company generally requires approval by a majority of the company’s outstanding voting securities under the 1940 Act before it goes into effect. As a result, shareholders are being asked to vote on the following Proposal at the Meeting:accompanying Joint Proxy Statement:
For each Trust, |
To transact such other business as may properly come before the Meeting |
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If Fund shareholders approve the New Management Agreement at the Meeting, EnTrustPermal will be appointed to serve as the Fund’s investment manager.
At an in-person meeting of the Board of Trustees of the Trust (the “Board” and the members of which are referred to as “Trustees”) held on March 3, 2016 (the “Board Meeting”), Permal recommended, and the Board approved, the appointment of EnTrustPermal as the Fund’s investment manager, contingent on shareholder approval of the New Management Agreement at the Meeting.
What are the parties involved in the Combination and how will EnTrustPermal be structured?
The Permal Group, of which Permal is a member, is owned indirectly by Permal Group Ltd., a holding company of an international financial group of companies. Permal Group Ltd. is a wholly-owned subsidiary of Legg Mason. The Permal Group is one of the largest fund-of-funds investment management firms in the world with approximately $19 billion in assets under management as of December 31, 2015. EnTrust is a leading independent hedge fund investor and alternative asset manager headquartered in New York with approximately $12 billion in total assets as of February 1, 2016 and complementary investment strategies, investor base and business mix to The Permal Group.
EnTrustPermal will be 65% owned by Legg Mason and 35% owned by Gregg S. Hymowitz, EnTrust’s Co-founder and Managing Partner, and entities controlled by him. Mr. Hymowitz and entities controlled by him will also receive consideration of $400 million in cash from Legg Mason. EnTrustPermal will be led by Mr. Hymowitz, who will become the Chairman and Chief Executive Officer of EnTrustPermal. Mr. Hymowitz co-founded EnTrust in 1997 following his investment career at Goldman Sachs & Co. The Management Committee and Global Investment Committee of EnTrustPermal will be chaired by Mr. Hymowitz and comprised of current senior professionals from both firms. Key investment and business professionals from both firms have committed to remain employed with EnTrustPermal following the closing and to continue serving the investors of EnTrustPermal.
How will the Combination affect Fund shareholders?
The Combination is not expected to have any substantial effect on the Fund or its shareholders. There are currently no long-term or short-term plans to make changes to management or investment policies, strategies or objectives of the Fund as a result of the Combination. The fees paid under the New Management Agreement will remain the same as under the existing agreement.
When would the New Management Agreement with EnTrustPermal take effect?
If approved by Fund shareholders, the New Management Agreement would take effect if and when the Combination is completed. If the Combination is not completed, your Fund’s current investment management agreement will remain in effect.
What are the features of the New Management Agreement?
The New Management Agreement provides for a substantially similar investment management structure as the Fund’s current investment management agreement. The nature, scope and quality of the investment management services rendered under the New Management Agreement will not diminish as a result of the Combination.
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EnTrustPermal will provide general oversight, the Permitted Subadvisers (as defined below) will provide day-to-day portfolio management, the Fund will pay an investment management fee to EnTrustPermal and EnTrustPermal will pay a portion of that fee to the Permitted Subadvisers. The fees under the New Management Agreement will remain the same and will not increase as a result of the Combination.
Will I need to approve new subadvisory agreements?
No. Permal and the Trust have received an exemptive order from the Securities and Exchange Commission (the “SEC”) that permits Permal, as the Fund’s manager, to appoint and replace Permitted Subadvisers (as defined below), and enter into, amend and terminate subadvisory agreements with Permitted Subadvisers, subject to Board approval but without shareholder approval (the “Manager of Managers Structure”). The term “Permitted Subadviser” means any subadviser that is either unaffiliated with Permal or that is a directly or indirectly wholly-owned subsidiary of Legg Mason. The Manager of Managers Structure will remain in place after the completion of the Combination.
The current subadvisory agreement between Permal and each Permitted Subadviser with respect to the Fund will automatically terminate (along with the current investment management agreement between the Trust, on behalf of the Fund, and Permal, as discussed above) upon the completion of the Combination. Permal has recommended, and the Board has approved, new subadvisory agreements with the Fund’s subadvisers. If the New Management Agreement is approved by the Fund’s shareholders, a new subadvisory agreement with each Permitted Subadviser relating to the Fund will take effect upon the completion of the Combination. Under the Manager of Managers Structure, shareholders will be notified of any new subadvisers with respect to the Fund.
How does the Board recommend I vote?
TheYour Board recommends that you voteFOR the New Management Agreement. “FOR” Proposal 1.
Does the approvalShareholders of the New Management Agreement depend upon other events?
No. Because the Board has already approved the New Management Agreement, approval of the New Management Agreement does not depend upon any events other than the approval of the Fund’s shareholders with respect to the New Management Agreement. However, the New Management Agreement will not go into effect if the Combination is not effected.
What happens if the New Management Agreement is not approved?
The Combination is not contingent on shareholder approval of the New Management Agreement. If the Fund’s shareholders do not approve the New Management Agreement and the Combination is effected, Permal will no longer serve as the Fund’s manager and the Board will take such actions as it deems to be in the best interests of the Fund, which may include resubmitting the New Management Agreement to Fund shareholders or making other advisory arrangements. If the Combination is effected before shareholder approval of the New Management Agreement is obtained, the Board has approved an interim management agreement between the Trust and EnTrustPermal and interim subadvisory and trading agreements between EnTrustPermal and the Permitted Subadvisers. The Fund will continue to solicit your approval of the New Management Agreement while the interim agreements are in place. If the interim agreements go into effect for the Fund, they would expire on the earlier of 150 days after the closing of the Combination or upon shareholder approval of the New Management Agreement.
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What if I have questions regarding the New Management Agreement or the Meeting?
If you have any questions about the Proposal, please call 1-877-721-1926 between the hours of 8:00 a.m. and 5:30 p.m. Eastern Time, Monday through Friday.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE NEW MANAGEMENT AGREEMENT.
iv
LEGG MASON PARTNERS VARIABLE EQUITY TRUST
Permal Alternative Select VIT Portfolio
620 Eighth Avenue
New York, New York 10018
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2016
NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the shareholders of the Permal Alternative Select VIT Portfolio (the “Fund”), a series of Legg Mason Partners Variable Equity Trust (the “Trust”), will be heldrecord at the officesclose of Legg Mason Partners Fund Advisor, LLC (“LMPFA”), 620 Eighth Avenue, New York, New York 10018 at 11:30 a.m. Eastern Time,business on May 20, 2016, or at any adjournment(s) or postponement(s) thereof for the following purposes:
The Board of Trustees of the Trust (the “Board”) has set March 21, 2016 as the date1, 2021 (the “Record Date”) for the determination of shareholdersare entitled to notice of and to vote at the Meeting and at any adjournments or postponements thereof,thereof.
If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive.
The Meeting will be held at the following Meeting website: http://www.meetingcenter.io/241978409. To participate in the Meeting, shareholders must enter the following password: LMF2021. Shareholders must also enter the control number found on the applicable proxy card received. Shareholders may vote during the Meeting by following the instructions available on the Meeting website during the Meeting. For questions relating to participation at the Meeting by remote communication, please call the Computershare Fund Services (“Computershare”) technical support number at 1-888-888-0151.
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If shares are held through an intermediary, such as a bank or broker, shareholders must register in advance to attend the Meeting. To register shareholders must submit proof of their proxy power (legal proxy) reflecting their Fund holdings along with their name and email address to Computershare. Shareholders may forward an email from their intermediary or send an image of their legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 10:00 a.m. (Eastern Time) on June 11, 2021. Shareholders will receive a confirmation email from Computershare of the shareholder’s registration and a control number that will allow the shareholder to vote at the Meeting.
By order of the Boards of Trustees,
Marc A. De Oliveira
Secretary
[ ], 2021
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Legg Mason Global Asset Management Trust
Legg Mason Partners Equity Trust
Legg Mason Partners Variable Equity Trust
280 Park Avenue
New York, NY 10017
Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to be Held on June 15, 2021:
The Notice of Joint Special Meeting of Shareholders, the Joint Proxy Statement and the form of proxy card and voting instruction form, and any amendments or supplements to the foregoing, are available on the Internet at https://www.proxy-direct.com/lmf-31874.
If you have any questions, including questions relating to attending the Meeting by remote communication, or would like to vote your shares, please call Computershare Fund Services (“Computershare”), the proxy solicitor for the Funds, toll-free at 1-866-963-5819.
This Joint Proxy Statement is furnished in connection with the Proposal.solicitation by the Board of Trustees (each, a “Board”) of each of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (each, a “Trust”), of proxies to be voted at a joint special meeting of shareholders of each Trust, including their various series (each, a “Fund” and collectively, the “Funds”), scheduled to be held on Tuesday, June 15, 2021 (for each Trust, a “Meeting” and collectively, the “Meetings”), and at any and all adjournments or postponements thereof. The Meetings, which are identified in the enclosed “Notice of Joint Special Meeting of Shareholders,” will be held at 10:00 a.m. (Eastern time). Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the Meetings will be held in a virtual meeting format that is accessible solely by means of remote communication. The Meetings will be held for the purposes set forth in the accompanying Notice of Joint Special Meeting of Shareholders.
The Board of each Trust has determined that the use of this Joint Proxy Statement is in the best interests of the Funds and their shareholders in light of the related matters being considered and voted on by shareholders. The Meetings are being held together for convenience, but each Meeting is a separate meeting. At each Meeting of a Trust, shareholders of each Fund in the Trust will vote together on the election of Trustees for that Trust. This Joint Proxy Statement and the accompanying materials are being mailed by the Boards on or about [ ], 2021.
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Each Fund is organized as a series of a Maryland statutory trust. The Trusts are registered investment companies. A list of each Trust, and the series of each Trust, is set forth in Appendix A.
Shareholders of record at the close of business on March 1, 2021 (the “Record Date”) are entitled to vote at the Meetings.
Shareholders of each Fund are entitled to one vote for each dollar of net asset value represented by the shareholder’s shares of the Fund(s) on the Record Date.
The number of shares of each Fund outstanding at the close of business on the Record Date and the net assets of each Fund as of that date are shown in Appendix B.
The Fund of which you are a shareholder is named on the proxy card included with this Joint Proxy Statement (references herein to proxy cards include voting instruction forms provided to the holders of variable annuity contracts and variable life insurance contracts). If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Please complete EACH proxy card you receive, or if you vote by telephone or over the Internet, please vote on the proposal with respect to EACH Fund you own. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.
All properly executed proxies received prior to a Trust’s Meeting will be voted at that Meeting. On the matters coming before the Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly.
If a proxy is properly executed and returned and no choice is specified with respect to Proposal 1, the shares will be voted “FOR” all of the nominees. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to the proposal at any time before a vote is taken on the proposal by filing with the applicable Trust a written notice of revocation (addressed to the Secretary of the Trust at the principal executive offices of the Trust at the address above), by delivering a duly executed proxy bearing a later date or by attending and voting at the Meeting, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a broker-dealer, bank, insurance company or other intermediary, please consult your broker-dealer, bank, insurance company or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.
Satisfactory evidence of ownership of Fund shares will be required to vote at the Meeting. If you plan to attend the Meeting at the location specified in the notice, we request that you bring photographic identification and a copy of the proxy card included with this Joint Proxy Statement.
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Annual reports are provided to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth on Appendix H. Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the Fund at P.O. Box 9699, Providence, RI 02940-9699 or by calling toll free at 1-877-721-1926. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.
Please note that only one annual or semi-annual report or Joint Proxy Statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or the Joint Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
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VOTE REQUIRED AND MANNER OF VOTING PROXIES
The Board of Trustees of each Trust oversees all of the Funds that are series of that Trust. For each Trust, the shareholders of all series will vote together as a single class to elect Trustees and the voting power of the shares of each series will be counted together in determining the results of the voting. A quorum of shareholders with respect to a Trust is required to take action at the Meeting on Proposal 1 with respect to such Trust. For each Trust, the quorum requirement for Proposal 1 is 30% of the voting power of the Trust taken as a whole as of the Record Date. Total voting power of the Trust taken as a whole is determined, not by the number of shares outstanding, but by net asset value of all of the outstanding shares (including fractional shares) of the Trust as of the Record Date. Each share (or fractional share) of a Trust 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.
Votes cast at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election, who are employees of Computershare, the proxy solicitor engaged by Legg Mason Partners Fund Advisor, LLC (“LMPFA”), the Funds’ investment manager and/or sub-administrator, on behalf of the Funds, will determine whether or not a quorum is present at the Meeting.
Abstentions and “broker non-votes” (shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter) generally are included for purposes of determining whether a quorum is present at a shareholder meeting, but are not treated as votes cast at such meeting. However, because the Trusts understand that a broker or nominee may exercise discretionary voting power with respect to Proposal 1, and there are no other proposals expected to come before the Meetings for which a broker or nominee would not have discretionary voting authority, the Trusts do not anticipate that there will be any “broker non-votes” at the Meetings.
If you hold your shares directly (not through a broker-dealer, bank, insurance company or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on Proposal 1, your shares will be voted in favor of all of the nominees.
Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the proposal. A signed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of all of the nominees. With respect to routine matters such as Proposal 1, if a beneficial owner fails to provide voting instructions by the date specified in a broker-dealer firm’s proxy solicitation materials, the Trusts
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understand that the broker-dealer firm may exercise discretionary voting power with respect to Proposal 1 on behalf of such beneficial owner.
If you hold shares of a Fund through a broker-dealer, bank, insurance company or other intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on the proposal may be deemed to authorize a service agent to vote such shares in favor of the nominees. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.
Shares of certain Funds are offered only to (i) variable annuity and variable life insurance separate accounts established by insurance companies (each, a “Participating Insurance Company,” and collectively, the “Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies and (ii) certain qualified pension and retirement plans.(the “Variable Annuity Funds”). The rights accompanying shares of certain of the FundVariable Annuity Funds are legally vested in the variable annuity contracts and variable life insurance products offered by the separate accounts of Participating Insurance Companies.participating life insurance companies. However, in accordance with current law and interpretations thereof, Participating Insurance Companiesparticipating insurance companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of variable annuity contracts and variable life insurance policies. A signed voting instruction form or other authorization by a holder that does not specify how the holder’s shares should be voted on the Proposalproposal may be deemed an instruction to vote such shares in favor of all of the Proposal.nominees. 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.participating insurance company. Each Participating Insurance Companyparticipating insurance company will vote Variable Annuity Fund shares held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance policies, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions. Because of this practice, a small number of holders of variable annuity contracts and variable life insurance policies could determine how an insurance company votes with respect to a Variable Annuity Fund, if other holders of variable annuity contracts and variable life insurance policies fail to vote. For purposes of thethis Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in thea Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance policies.
A Proxy Statement is attached to this NoticeIf you beneficially own shares that describes the matter to be voted upon at the Meetingare held in “street name” through a broker-dealer or any adjournment(s)that are held of record by a service agent, or postponement(s) thereof, and a Voting Instruction Card is enclosed. Ifif you hold shares through a
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through a variable annuity contract or a variable life insurance policy, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. In particular, failure to vote may not be an effective way to oppose the nominees. Therefore, you are strongly encouraged to give your Participating Insurance Companybroker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.
Your vote on the Proposal is important. Please authorize a proxyCertain Funds are “Funds of Funds” that invest in shares of other Funds (“Underlying Funds”). Each Fund of Funds intends to vote your shares promptly to save the expense of additional solicitations. You can vote quickly and easily by signing and dating the enclosed Voting Instruction Card and returning it in the accompanying postage-paid return envelope or by following the enclosed instructions to authorize a proxy by telephone or over the internet to cast your votes.
Important Notice Regarding the Availability of Proxy Materials for the Meeting: The proxy statement and related materials are available athttps://www.proxy-direct.com/lmp-27600.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
By order of the Board of Trustees,
Robert I. Frenkel
Secretary
Legg Mason Partners Variable Equity Trust
April 1, 2016
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INSTRUCTIONS FOR SIGNING VOTING INSTRUCTION CARDS
THE FOLLOWING GENERAL RULES FOR SIGNING VOTING INSTRUCTION CARDS MAY BE OF ASSISTANCE TO YOU AND AVOID THE TIME AND EXPENSE TO THE FUND IN VALIDATING YOUR VOTE IF YOU FAIL TO SIGN YOUR VOTING INSTRUCTION CARD PROPERLY.
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vii
LEGG MASON PARTNERS VARIABLE EQUITY TRUST
Permal Alternative Select VIT Portfolio
620 Eighth Avenue
New York, New York 10018
This proxy statement (the “Proxy Statement”) is being furnished on behalf of the Board of Trustees (the “Board” and the members of which are referred to as “Trustees”) of Legg Mason Partners Variable Equity Trust (the “Trust”) in connection with the special meeting (the “Meeting”) of the shareholders of Permal Alternative Select VIT Portfolio (the “Fund”), a series of Legg Mason Partners Variable Equity Trust (the “Trust”), that will be held at the offices of Legg Mason Partners Fund Advisor, LLC (“LMPFA”), 620 Eighth Avenue, New York, New York 10018 at 11:30 a.m. Eastern Time, on May 20, 2016, or at any adjournment(s) or postponement(s) thereof. This Proxy Statement and attached materials are being mailed on or about April 6, 2016.
The purpose of the Meeting is for shareholders to consider and vote on the Proposal listed below and as more fully described herein:
Accompanying this Proxy Statement is a Voting Instruction Card for shareholders to vote shares of the Fund at the Meeting. The Board has set March 21, 2016 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting.
Copies of the Fund’s most recent Annual Report and Semi-Annual Report to shareholders will be furnished without charge upon request by writing to the Fund at 100 First Stamford Place, Attn: Shareholder Services – 5th Floor, Stamford, Connecticut 06902 or by calling the following number: 1-877-721-1926.
Important Notice Regarding the Availability of Proxy Materials for the Special Shareholder Meeting to be Held on May 20, 2016: The proxy statement and related materials are available athttps://www.proxy-direct.com/lmp-27600.
Copies of the Fund’s most recent Annual Report and Semi-Annual Report to Shareholders are available on the Internet at http://www.leggmason.com/individualinvestors/prospectuses.
General
The Trust is a Maryland statutory trust organized on October 4, 2006. A Maryland statutory trust is an unincorporated business association that is established under, and governed by, Maryland law. Maryland law provides a statutory framework for the powers, duties, rights and obligations of the trustees and shareholders of the statutory trust, while the more specific powers, duties, rights and obligations of the trustees and the shareholders are determined by the trustees as set forth in the Trust’s declaration of trust. The Fund is a series of the Trust and is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
Solicitation of Votes
This Proxy Statement is furnished in connection with a solicitation of proxies by the Fund’s Board to be exercised at the Meeting. This Proxy Statement, along with the Notice of Meeting and a Voting Instruction Card, are first being mailed to Fund shareholders on or about April 6, 2016 or as soon as practicable thereafter. Only shareholders of record as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting, and at any adjournments or postponements thereof. If the enclosed Voting Instruction Card is properly completed, signed and dated and returned in time to be voted at the Meeting, the proxies named thereon will vote the shares represented by the Voting Instruction Card in accordance with the instructions marked thereon. Unmarked but properly signed and dated Voting Instruction Cards will be voted “FOR” approval of the Proposal and in the discretion of the designated proxy holders on any other matter that properly comes before the Meeting. Please see page vii of this Proxy Statement for instructions on how to sign your Voting Instruction Card.
Fund shares are offered only to variable annuity and variable life insurance separate accounts established by insurance companies (each, a “Participating Insurance Company”) to fund variable annuity contracts and variable life insurance policies. The rights accompanying Fund shares are legally vested in the variable annuity contracts and variable life insurance products 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 annuity contracts and variable life insurance policies. A signed and dated Voting Instruction Card or other authorization by a holder that does not specify how the holder’s shares should be voted on the Proposal may be deemed an instruction to vote suchits shares in favor of the 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 votean Underlying Fund shares held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance policies, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions.
If you hold shares through a variable annuity contract or a variable life insurance policy, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your Participating Insurance Company specific instructions as to how you want your shares to be voted.
As a result of proportionate voting, the votes of a small number of contract holders could determine the matter being voted on.
The costs of the solicitation will be borne by Legg Mason, Inc. (“Legg Mason”) or its affiliates and not by the Fund. These costs include the cost of preparing, printing and mailing the Proxy Statement, Voting Instruction Cards andreceived from other proxy materials and tabulating the votes. It is estimated that the total costs and expenses to be borne by Legg Mason or its affiliates will be approximately $8,548. This amount does not include the out-of-pocket costs, such as legal expenses, incurred in connection with the preparation of this Proxy Statement, which will also be borne by Legg Mason or its affiliates.
Votes are being solicited by mail. Additional solicitations may be made by letter or telephone by officers or employees of Legg Mason or its affiliates, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to the beneficial owner of Fund shares to obtain authorization for the execution of proxies. Legg Mason or its affiliates will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding the Proxy Statement and proxy materials to the beneficial owners of the Fund’s shares. Legg Mason, on behalf of the Fund, has retained Computershare Fund Services, Inc. (“Computershare”), a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Computershare will be paid approximately $5,375, which is included in the amount above, for such solicitation services, to be borne by Legg Mason or its affiliates as described above. Computershare may solicit proxies personally and by telephone.
Submission of Voting Instructions
Shareholders have three options for submitting voting instructions:
The Trust encourages Fund shareholders to vote via the Internet or by telephone. Votes cast via the Internet or over the telephone are recorded immediately and there is no risk that postal delays will cause a Voting Instruction Card to arrive late and therefore not be counted. A shareholder may revoke a Voting Instruction Card at any time prior to its exercise at the Meeting by (1) submitting to the Fund a subsequently executed Voting Instruction Card, (2) delivering to the Fund a written notice of revocation (addressed to the Assistant Secretary at the principal executive office of the Fund at the address shown at the beginning of this Proxy Statement) or (3) otherwise giving notice of revocation at the Meeting. Merely attending the Meeting, however, will not revoke any previously executed voting instructions. Unless revoked, all valid and executed Voting Instruction Cards will be voted in accordance with the specifications thereon or, in the absence of such specifications, for approval of the Proposal. Contract owners should consult their Participating Insurance Company regarding their ability to revoke voting instructions after such instructions have been provided to the Participating Insurance Company. Votes cast by proxy or in person 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 and “broker non-votes” as present for purposes of determining a quorum.
Photographic identification will be required for admission to the Meeting.
Shares Outstanding
Only shareholders of record of the Fund at the close of business on the Record Date are entitled to notice of and to vote at the Meeting and at any postponements or adjournments thereof. As of the close of business on the Record Date, the Fund had the number of shares outstanding as set forth in Exhibit A.
Quorum
The holders of outstanding shares of the Fund entitled to vote and present in person or by proxy representing 30% of the voting power of the Fund shall constitute a quorum at the Meeting for the Fund.
Required Vote
The affirmative vote of a majority of the outstanding voting securities of the Fund is required to approve the Proposal, which under applicable law means the vote of the lesser of (a) 67% or more of the voting power of the voting securities present at the Meeting, if the holders of more than 50% of the voting power of the outstanding voting securities of the Fund are present at the Meeting or represented by proxy, or (b) more than 50% of the voting power of the outstanding voting securities of the Fund. Each whole share (or fractional share) outstanding on the Record Date shall entitle the holder thereof to a number of votes equal to the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the Record Date.
Effect of Abstentions and Broker “Non-Votes”
For purposes of determining the presence of a quorum for the Fund for transacting business at the Meeting, executed proxies marked as abstentions and “broker non-votes” (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted. Accordingly, abstentions and broker non-votes will have the effect of a vote against approval of the Proposal. As a result, shareholders are urged to sign and date their Voting Instruction Card and forward their voting instructions promptly.
Adjournments
In the event that a quorum for the Fund shall not be present at the Meeting or in the event that a quorum is present but sufficient votes to approve the Proposal are not received, the chairman of the Meeting or, if a proposal to adjourn is submitted to a vote of shareholders by the chairman, the shareholders of the Underlying Fund, by the affirmative votesometimes called “mirror voting.”
LMPFA and each Fund’s subadviser(s) are subsidiaries of a majority of votes cast on the adjournment, shall have the power to adjourn the Meeting from time to time, without notice other than announcement at the Meeting, until the requisite number of shares entitled to vote at the Meeting shall be present. Unless a proxy provides otherwise, the persons named as proxies will vote upon such adjournment in their discretion. Any adjourned meeting may be held as adjourned without further notice, even if the date of such adjourned meeting is more than 120 days after the notice of the original meeting or the postponement thereof, was mailed or sent.
PROPOSAL 1: TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT
BETWEEN THE TRUST AND ENTRUSTPERMAL WITH RESPECT TO THE FUND
Background and Description of the Proposal
Permal Asset Management LLC (“Permal”), which currently serves as the Fund’s investment manager, is currently an indirect wholly-owned subsidiary of Legg Mason,Franklin Resources, Inc. (“Legg Mason”Franklin Resources”). Legg Mason has entered into a definitive agreement to acquire a majority ownership interest in EnTrust Capital (“EnTrust”) and combine EnTrust with The Permal Group (“The Permal Group”), an international financial group of companies for which Permal Group Ltd. (“Permal Group Ltd.”), an indirect wholly-owned subsidiary of Legg Mason, acts as the holding company (the “Combination”). EnTrust is a leading independent hedge fund investor and alternative asset manager headquartered in New York with approximately $12 billion in total assets under management as of February 1, 2016 and complementary investment strategies, investor base and business mix to The Permal Group. As a result of the Combination, a new holding company named EnTrustPermal LLC will be formed for the combined EnTrust and The Permal Group businesses, with Legg Mason owning 65% and Gregg S. Hymowitz, EnTrust’s Co-founder and Managing Partner, and entities controlled by him owning 35%. Mr. Hymowitz and entities controlled by him will also receive consideration of $400 million in cash from Legg Mason. Mr. Hymowitz co-founded EnTrust in 1997 following his investment career at Goldman Sachs & Co. Upon closing of the Combination, Permal will be renamed EnTrustPermal Management LLC (“EnTrustPermal”) and will be a separate subsidiary of EnTrustPermal LLC.
As a result of the Combination, there will be a “change in control” in the ultimate ownership of Permal for purposes of the Investment Company Act of 1940 (the “1940 Act”), as more than 25% of the voting securities of Permal will be owned by Mr. Hymowitz and entities controlled by him, thereby triggering the automatic assignment provision in each of the management and subadvisory agreements with respect to the Fund to which Permal is a party, and each such agreement will terminate as of the date of the closing of the Combination.
A new investment management agreement with respect to a registered investment company generally requires approval by a majority of the company’s outstanding voting securities under the 1940 Act before it goes into effect. As a result, the Board has called the Meeting to present the following proposal (the “Proposal”) to Fund shareholders:
If Fund shareholders approve the New Management Agreement at the Meeting, EnTrustPermal will be appointed to serve as the Fund’s investment manager, subject to the completion of the Combination.
The purpose of this Proxy Statement is to solicit shareholder approval of the Proposal and to explain certain matters relating to the approval of the Proposal, including, but not limited to, the terms of the New Management Agreement, the factors considered by the Board in approving the New Management Agreement, the fees to be paid by the Fund to EnTrustPermal under the New Management Agreement, and information about other comparable funds managed by Permal and EnTrust.
At the in-person Board meeting held on March 3, 2016 (the “Board Meeting”), Permal recommended the appointment of EnTrustPermal as the Fund’s investment manager and the approval of the New Management Agreement in connection with the automatic termination of the Fund’s investment management agreement with Permal as a result of the Combination.
At the Board Meeting, the Board, including all the Trustees who are not “interested” persons of the Trust (the “Independent Trustees”), as defined in the 1940 Act, and who attended the meeting, approved the New Management Agreement between the Trust, on behalf of the Fund, and EnTrustPermal, as well as the submission of the New Management Agreement to Fund shareholders for approval at the Meeting.
Information about the Trust, LMPFA, Permal, EnTrust and EnTrustPermal
The Trust
The Fund is a series of the Trust, a Maryland statutory trust. The Trust entered into the current investment management agreement with Permal, on behalf of the Fund, on September 2, 2014 The current investment management agreement was approved by the Fund’s initial shareholder on September 11, 2014.
LMPFA
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) serves as the Fund’s administrator. No Trustee of the Trust has, or has had, any material interest in, or a material interest in a material transaction with LMPFA or its affiliates since the beginning of the Fund’s most recently completed fiscal year. Jane Trust, an interested trustee of the Trust, serves as President and Chief Executive Officer of LMPFA. The list of principal executive officers and directors of LMPFA and their principal occupations is set forth on Exhibit C.
Permal
Under the current structure, The Permal Group, of which Permal is a member, is owned indirectly by Permal Group Ltd., a holding company of an international financial group of companies. Permal Group Ltd. is a wholly-owned subsidiary of Legg Mason. The Permal Group is one of the largest fund-of-funds investment management firms in the world with approximately $19 billion in assets under management as of December 31, 2015. Permal currently serves as the Fund’s investment manager.
As the Fund’s investment manager, Permal serves as the “manager of managers” for the Fund and, subject to oversight by the Board, has ultimate responsibility for monitoring and coordinating the management of the Fund, including rebalancing the Fund’s target allocations among itself and the Fund’s subadvisers, monitoring the Fund’s subadvisers and ensuring that asset allocations are consistent with the Fund’s investment guidelines. Pursuant to the current investment management agreement between the Trust, on behalf of the Fund, and Permal, Permal is compensated for its services to the Fund at an annual rate of 1.90% of the Fund’s average daily net assets. For the fiscal year ended December 31, 2015, the Fund paid Permal an effective management fee of 0% of its average daily net assets. The Fund paid gross management fees of $553,916 and fee waivers and expense reimbursements were $631,439, for excess fee waivers and expense reimbursements of $(77,523).
Permal and the Trust have received an exemptive order from the SEC that permits the manager, with respect to the Fund, to appoint and replace Permitted Subadvisers (as defined below), and enter into, amend and terminate subadvisory agreements with Permitted Subadvisers, subject to Board approval but without shareholder approval (the “Manager of Managers Structure”). The term “Permitted Subadviser” means any subadviser or
trading advisor that is either unaffiliated with Permal or that is a directly or indirectly wholly-owned subsidiary of Legg Mason. The subadvisory agreements with the Permitted Subadvisers will automatically terminate upon the completion of the Combination. At the Board Meeting, the Board approved new subadvisory agreements between EnTrustPermal and each Permitted Subadviser under the Manager of Managers Structure. The Manager of Managers Structure will survive the completion of the Combination.
No Trustee of the Trust has, or has had, any material interest in, or a material interest in a material transaction with Permal or its affiliates since the beginning of the Fund’s most recently completed fiscal year. No officers or Trustees of the Trust are officers, employees, directors or shareholders of Permal. The list of principal executive officers and directors of Permal and their principal occupations is set forth on Exhibit C.
EnTrust
EnTrust is a leading independent hedge fund investor and alternative asset manager headquartered in New York with approximately $12 billion in total assets as of February 1, 2016 and complementary investment strategies, investor base and business mix to The Permal Group.
No Trustee of the Trust has, or has had, any material interest in, or a material interest in a material transaction with EnTrust or its affiliates since the beginning of the Fund’s most recently completed fiscal year. No officers or Trustees of the Trust are officers, employees, directors or shareholders of EnTrust. The list of principal executive officers and directors of EnTrust and their principal occupations is set forth on Exhibit C.
EnTrustPermal
EnTrustPermal LLC will be 65% owned by Legg Mason and 35% owned by Gregg S. Hymowitz, EnTrust’s Co-founder and Managing Partner, and entities controlled by him. Legg Mason and Mr. Hymowitz will indirectly control and own their interests in EnTrustPermal through a variety of affiliated entities. EnTrustPermal will be led by Mr. Hymowitz, who will become the Chairman and Chief Executive Officer of EnTrustPermal. The Management Committee and Global Investment Committee of EnTrustPermal will be chaired by Mr. Hymowitz and comprised of current senior professionals from both firms. Key investment and business professionals from both firms have committed to remain employed with EnTrustPermal following the closing and to continue serving the investors of EnTrustPermal.
It is not currently anticipated that any officers or Trustees of the Trust will become officers, employees, directors or shareholders of EnTrustPermal in connection with the Combination. Exhibit D contains a list of the individuals who are currently anticipated to serve as the principal executive officers and directors of EnTrustPermal and their principal occupations.
Key Features of the New Management Agreement
The New Management Agreement appears as Exhibit B of this Proxy Statement. The following summary of the terms of the New Management Agreement is qualified in its entirety by reference to the attached Exhibit.
The New Management Agreement provides, among other things, that:
(i) Subject to the supervision of the Board, EnTrustPermal shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities, commodity interests and other investments consistent with the Fund’s investment
objectives, policies and restrictions, as stated in the Fund’s current prospectus and statement of additional information;
(ii) The Fund shall compensate EnTrustPermal for its services, as described below;
(iii) Subject to the Board’s approval and consistent with the 1940 Act and any SEC exemptive relief or guidance thereunder, EnTrustPermal is authorized to enter into, or terminate, contracts with one or more subadvisers, commodity pool operators and commodity trading advisors;
(iv) EnTrustPermal is authorized to select the brokers or dealers to effect portfolio transactions for the Fund;
(v) EnTrustPermal shall oversee the maintenance, and shall arrange for the preservation, of all books and records in accordance with all applicable federal and state laws and regulations and in compliance with the 1940 Act and applicable rules thereunder and the rules of the Commodity Futures Trading Commission, and shall surrender promptly to the Fund any of such records upon the Fund’s request; and
(vi) EnTrustPermal, at its expense, shall supply the Board and officers of the Trust with all information and reports reasonably required by them and reasonably available to EnTrustPermal.
For its services under the New Management Agreement, the Fund would pay EnTrustPermal a management fee at an annual rate of 1.90%. This fee is equal to the fee paid to Permal under the current management agreement with respect to the Fund.
If the Proposal is approved by Fund shareholders, the New Management Agreement shall continue in effect for an initial term beginning upon the closing of the Combination and continue in effect through two years from that date. Thereafter, the New Management Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to the New Management Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The New Management Agreement terminates automatically upon its assignment by EnTrustPermal and may not be assigned by the Trust without the consent of EnTrustPermal. The New Management Agreement may also be terminated without penalty by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on not more than 60 days’ nor less than 30 days’ written notice to EnTrustPermal, or by EnTrustPermal without penalty on 90 days’ written notice to the Trust.
Differences Between the Current Management Agreement and the New Management Agreement
The terms of the New Management Agreement are not materially different from the current management agreement between the Trust and Permal, except as to the names of the parties to the agreements (i.e., Permal will become EnTrustPermal) and the effective dates of the agreements.
Interim Agreements
As the Combination is not contingent on shareholder approval of the New Management Agreement, it is possible that the Combination could occur prior to shareholder approval of the New Management Agreement for the Fund, which would leave the Fund without an investment manager. In order to ensure that the Fund’s operations can continue uninterrupted, the Board approved interim management, subadvisory and trading agreements for the Fund, which will become effective only if the current management, subadvisory and trading
agreements terminate due to the Combination before Fund shareholders approve the New Management Agreement. There are no material differences between the interim management, subadvisory and trading agreements for each of the Fund and Alternative Select VIT Portfolio Ltd., the Fund’s wholly owned Cayman subsidiary (the “Subsidiary”), and the current management, subadvisory and trading agreements, except for the term and termination provisions. In addition, the interim management agreement for the Fund contains provisions required by Rule 15a-4 under the 1940 Act, which state that the management fees must be paid into an interest-bearing escrow account with the Fund’s custodian for the period during which the interim management agreement is effective. In accordance with the requirements of Rule 15a-4, the interim management agreement would have a maximum term of 150 days from the expiration of the current agreement. In the event that the interim management agreement goes into effect, the Fund would continue to solicit shareholder approval of the New Management Agreement.
Other Funds Managed by Permal and EnTrust
Permal serves as the investment adviser or subadviser for other investment companies that have an investment goal similar to that of the Fund. The name of each such fund,Franklin Resources, together with information concerning the fund’s assets, and the advisory or subadvisory fee rate currently paid to Permal for its management or subadvisory services, are set out in Exhibit D. If the required shareholder approvals are obtained, EnTrustPermal will servesubsidiaries, operates as the investment manager or subadviser to each such fund upon the completion of the Combination. There are two registered investment companies for which EnTrust would serve as the investment adviser should they commence operations. Information for those registered investment companies is set forth in Exhibit D.
Factors Considered by the Board of Trustees
At the March 3, 2016 Board meeting (the “March Board Meeting”), the Board, including the Independent Trustees, discussed and approved the New Management Agreement between the Trust, on behalf of the Fund, and EnTrustPermal, pursuant to which EnTrustPermal would continue to serve as “manager of managers” for the Fund, and agreed to recommend that shareholders of the Fund approve the New Management Agreement.
The Board, including the Independent Trustees, also discussed and approved the new subadvisory agreements between EnTrustPermal and each of the Permitted Subadvisers with respect to the Fund, pursuant to which each Permitted Subadviser will provide day-to-day management of a percentage of the Fund’s portfolio allocated to it by EnTrustPermal. The Board, including the Independent Trustees, also discussed and approved separate management, subadvisory and trading agreements (“Subsidiary Agreements”) with respect to the Subsidiary, and interim management, subadvisory and trading agreements for the Fund and the Subsidiary that would go into effect for a limited period of time if the New Management Agreement was not approved by shareholders prior to the closing of the Combination. The Board, including the Independent Trustees, concluded that approval of these agreements was in the best interests of the Fund and its shareholders.
The discussion that follows below is limited to the Board’s approval of the New Management Agreement, as that is the only Proposal that shareholders of the Fund will be voting upon.
The current management agreement with respect to the Fund was most recently approved by the Board, including the Independent Trustees, at the November 2-3, 2015 Board meeting (the “November Board Meeting”). At the November Board Meeting, the Independent Trustees requested and received information from Permal they deemed reasonably necessary for their review of the current management agreement and the
performance and services provided by Permal. This information was initially reviewed by a special committee of the Independent Trustees and then by the full Board. The information received by the Board included information related to the fees paid by the Fund to Permal, fee waiver arrangements with respect to the management fees and the profitability of Permal, among other items, in accordance with Section 15(c) of the 1940 Act.
Management believed that there were no material changes to the information presented at the November Board Meeting relevant to the Board’s consideration of the New Management Agreement, other than the information about EnTrustPermal and the Combination. Based on management’s representation that the Combination was not expected to have a material impact on the nature, extent or quality of the investment management services that Permal currently provides to the Fund, that the Permal personnel who have been principally responsible for managing the Fund’s investment portfolio would continue to serve in their respective capacities following the Combination and that the terms of the New Management Agreement were substantially similar in material respects to the current management agreement, the Board considered information presented to them as part of the annual agreement review process at the November Board Meeting, as well as information about EnTrust, EnTrustPermal and the Combination received at the March Board Meeting. In connection with the March Board Meeting and in accordance with Section 15(c) of the 1940 Act, the Board requested, and Permal and EnTrust provided, materials relating to the Combination, EnTrust and EnTrustPermal in connection with the Board’s consideration of whether to approve the New Management Agreement. This included a description of the Combination and its anticipated effects on EnTrust and Permal as well as information regarding EnTrust and its business activities, personnel and affiliates. The Board noted that the terms of the New Management Agreement were not materially different from the terms of the current management agreement with Permal, except with respect to the names of the parties and the effective dates. Management represented that under the New Management Agreement there would be no diminution in services provided by EnTrustPermal or changes in the fees payable by the Fund as a result of the Combination. The Board also considered the substance of discussions with representatives of Permal at the November Board Meeting and representatives of Permal and EnTrust at the March Board Meeting. Additionally, the Board reviewed materials supplied by counsel that were prepared for use by the Board in fulfilling its duties under the 1940 Act.
In voting to approve the New Management Agreement, the Board considered whether the approval of the New Management Agreement would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below. The Independent Trustees were separately represented by counsel that is independent of Permal and EnTrust in connection with their consideration of approval of the New Management Agreement. The factors discussed below were also considered separately by the Independent Trustees in executive sessions during which such independent counsel provided guidance to the Independent Trustees. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the New Management Agreement. Based on their discussions and considerations, including those described below, the Board, including the Independent Trustees, approved the New Management Agreement to be effective after the closing of the Combination. It is currently anticipated that the New Management Agreement will be reviewed by the Board as part of its annual review of advisory arrangements for the Fund in the fall of 2016.
Nature, Extent and Quality of the Services Provided to the Fund under the New Management Agreement. At the November Board Meeting, the Board received and considered information regarding the nature, extent and quality of services provided to the Fund by Permal under the current investment management agreement
since the Fund commenced operations. The Board noted information received at regular meetings throughout the year related to the services rendered by Permal to the Fund, including the scope and quality of the investment management and other capabilities of Permal and the Permitted Subadvisers and the quality of Permal’s administrative and other services. The Board’s evaluation of the services to be provided by Permal took into account the Board’s knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the services rendered by Permal in its management of the Fund and other funds in the Legg Mason fund complex. The Trustees also discussed information regarding the process by which Permal selected and recommended the Permitted Subadvisers for Board approval and Permal’s supervisory activities over the Permitted Subadvisers. The Board reviewed information received from the Trust’s Chief Compliance Officer (the “CCO”) regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.
At the March Board Meeting, the Board also received and considered information regarding the fact that the nature, extent and quality of services to be provided to the Fund by EnTrustPermal under the New Management Agreement would not change as a result of the Combination. The Independent Trustees considered information regarding the process by which EnTrustPermal will select and recommend the Permitted Subadvisers of the Fund for Board approval and that EnTrustPermal’s proposed supervisory activities over the Permitted Subadvisers would not change under the New Management Agreement. In addition, the Independent Trustees received and considered other information regarding the administrative and other services to be rendered to the Fund and its shareholders by EnTrustPermal, which would not change under the New Management Agreement. The Independent Trustees considered the specific responsibilities in all aspects of the day-to-day management of the Fund by Permal, and the fact that the persons responsible for portfolio management under EnTrustPermal were anticipated to remain the same. The Trust’s CCO discussed the compliance infrastructure of the Fund following the Combination.
The Trustees then discussed with management the portfolio management strategies of the Fund’s portfolio managers and noted that there were currently no long-term or short-term plans to make changes to the management or investment policies, strategies or objectives of the Fund as a result of the Combination. The Trustees noted that EnTrustPermal was committed to providing the resources necessary to assist the Fund’s portfolio managers in managing the Fund. The Board also considered, based on its knowledge of Legg Mason, EnTrust and Permal, the financial resources that will be available to EnTrustPermal.
The Board also considered that the division of responsibilities between EnTrustPermal and the Permitted Subadvisers and that the oversight provided by EnTrustPermal would remain the same as it is currently with Permal. At the March Board Meeting, the Board considered the facts that EnTrust does not currently provide investment advisory services to registered investment companies and that there are two registered investment companies for which EnTrust would serve as investment adviser should they commence investment operations, but that neither registered investment company had commenced operations as of the date of the March Board Meeting.
The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided and expected to be provided under the New Management Agreement.
Fund Performance. The Trustees considered the investment performance of Permal and the Permitted Subadvisers in managing the Fund’s portfolio as a factor in evaluating the New Management Agreement during the March Board Meeting. At the November Board Meeting, the Board received and reviewed performance information for the Fund that was provided by Permal since the Fund had less than one year of performance
available during the review period. The Trustees noted that they also had received and discussed with management at periodic intervals information on the investment performance of the Fund in comparison to its benchmark performance index. The information comparing the Fund’s performance to that of its benchmark index was for the six-month period ended June 30, 2015. The Fund performed better than the benchmark index for the period. The Trustees discussed with representatives of Permal the investment strategy employed by Permal and the Permitted Subadvisers in the management of the Fund’s assets. The Trustees noted the reputation and experience of Permal and the Permitted Subadvisers, the respective portfolio managers’ experience, and Permal’s experience and reputation in selecting, evaluating, and overseeing investment managers. Based on these factors and noting the limited period of performance data available, the Board determined to approve the current management agreement. At the March Board Meeting, the Board referred to additional information on Fund performance received earlier in the year which showed that the Fund’s performance was below the Lipper category average for the one-year period ended December 31, 2015.
The Trustees discussed with representatives of Permal and EnTrust that the investment strategies to be employed by EnTrustPermal and the Permitted Subadvisers in the management of the Fund’s assets are currently expected to remain the same after the Combination. The Trustees considered the fact that the persons responsible for portfolio management of the Fund under EnTrustPermal were anticipated to remain the same. Based on these factors and noting that the Fund had commenced operations less than two years ago, the Board determined to approve the New Management Agreement. The Board also determined to continue to evaluate the Fund’s performance and directed the Independent Trustees’ performance committee to continue to periodically review Fund performance with Permal and, after the Combination, with EnTrustPermal, and report to the full Board during periods between Board meetings.
Management Fees and Expense Ratios. At the November Board Meeting, the Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to Permal pursuant to the Fund’s current management agreement, which is identical to that payable under the New Management Agreement, in light of the nature, extent and quality of the management and subadvisory services provided by Permal and the Permitted Subadvisers, respectively. In addition, because of Permal’s fee waiver and/or expense reimbursement arrangement that was in effect for the Fund, which reduced the management fee paid to Permal, the Board also reviewed and considered the actual management fee rate (after taking into account waivers and reimbursements) (the “Actual Management Fee”). At the March Board Meeting, the Board noted that the Contractual Management Fee will remain the same under the New Management Agreement. The Trustees also noted that EnTrustPermal had committed to continue Permal’s current fee waiver and/or expense reimbursement arrangement with the Fund, which cannot be terminated prior to December 31, 2017 without the Board’s consent, and that the terms of the current fee waiver and expense reimbursement arrangement will not change as a result of the Combination.
The Board also noted that PermalFranklin Templeton. Franklin Templeton and its affiliates (including Legg Mason) currently provideintend to vote Fund shares they own, whether as seed capital or otherwise, in favor of all of the Fund with regulatory compliance and administrative services, office facilities and Trust officers (including the Trust’s chief financial, chief legal and chief compliance officers) and that after the Combination, EnTrustPermalnominees. Unless otherwise provided in client guidelines, Franklin Templeton and its affiliates (including Legg Mason) will continuegenerally intend to provide these same services and the Trust’s officers will not change. The Board also noted that Permal currently coordinates and oversees the provision of services to thevote Fund by the Permitted Subadvisers and other Fund service providers and that EnTrustPermal will, under the New Management Agreement, fulfill these same responsibilities.
Additionally, at the November Board Meeting, the Board received and considered information comparing the Fund’s Contractual Management Fee and Actual Management Fee and the Fund’s overall expense ratio for the six-month period ended June 30, 2015 with those ofshares owned in a group of alternative other funds underlying variable insurance products selected by Lipper, Inc. (“Lipper”),client account over which Franklin Templeton or an independent provider of investment company data, as comparable to the Fund (the “Expense Group”), and a broader group of funds selected by Lipper consistingaffiliate has discretionary authority in favor of all alternative other funds underlying variable insurance products (the “Expense Universe”). This information showed that the Fund’s Contractual Management Fee was higher than the median of management fees paid by the funds in the Expense Group and that the Fund’s Actual Management Fee was lower than the median of management fees paid by the funds in the Expense Group and was lower than the average management fee paid by the funds in the Expense Universe. This information also showed that the Fund’s total expense ratio was higher than the median of the total expense ratios of the funds in the Expense Group and was higher than the average total expense ratio of the funds in the Expense Universe. The Trustees also noted the Manager’s fee waiver and/or expense reimbursement arrangement, which will not change as a result of the Combination.
Manager Profitability. At the November Board Meeting, the Board received and considered a profitability analysis of Permalnominees. Please see Appendix I for information regarding persons, including Franklin Templeton and its affiliates, in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to Permal’s allocation methodologies used in preparing this profitability data. The Board also noted the profitability percentage ranges determined by appropriate court cases to be reasonable given the services rendered to investment companies. The Board determined that Permal’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.
At the March Board Meeting, management noted that no material impact to Permal’s profitability with respect to the Fund is expected as a result of the Combination. Therefore, the Board determined that EnTrustPermal’s expected profitability should not be excessive in light of the nature, extent and quality of the services provided to the Fund after the Combination.
Economies of Scale. At the November Board Meeting, the Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund as the Fund’s assets grow, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The Board noted that to the extent the Fund’s assets increase over time, the Fund and its shareholders should realize economies of scale as certain expenses, such as fixed fund fees, become a smaller percentage of overall assets. The Board noted that it appeared that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources. Taking all of the above into consideration, the Board determined that the management fee was reasonable in light of the performance and comparative expense information and the nature, extent and quality of the services provided to the Fund under the current management agreement.
At the March Board Meeting, the Board determined that since the management fee would not change as a result of the Combination, the management fee under the New Management Agreement would be reasonable in light of the performance and comparative expense information and the nature, extent and quality of the services expected to be provided to the Fund by EnTrustPermal under the New Management Agreement.
Other Benefits to Permal and EnTrust. At the November Board Meeting, the Board considered other benefits received by Permal and its affiliates as a result of their relationship with the Fund. In light of the costs of providing investment management and other services to the Fund and Permal’s commitment to the Fund, any other ancillary benefits that Permal and its affiliates received were considered reasonable. At the March Board Meeting, the Board considered the benefits to be received by Legg Mason, Permal, EnTrust and EnTrustPermal as a result of the Combination, as well as the benefits to be received by EnTrustPermal as a result of the relationship with the Fund, and determined that any such ancillary benefits were reasonable.
Shareholder Approval
Approval of the Proposal will require the affirmative vote of a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act. A “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of (a) 67% or more of the voting power of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present at the Meeting or represented by proxy, or (b) more than 50% of the voting power of the outstanding voting securities of the Fund.
Affiliates of Legg Mason beneficially own and have voting authority over more than 60% of the Fund’s outstanding voting securities (as of February 29, 2016). Such shares will be voted on the Proposal in the same proportion to the total votes received from shareholders who are not affiliates of Legg Mason.
The Combination is not contingent on shareholder approval of the New Management Agreement. If Fund shareholders do not approve the New Management Agreement and the Combination is effected, Permal will no longer serve as the Fund’s manager and the Board will take such actions as it deems to be in the best interests of the Fund, which may include resubmitting the New Management Agreement to the Fund’s shareholders or making other advisory arrangements. If the Combination is effected before shareholder approval of the New Management Agreement is obtained, the Board has approved an interim management agreement between the Trust and EnTrustPermal and interim subadvisory and trading agreements between EnTrustPermal and the Permitted Subadvisers with respect to the Fund. The Fund will continue to solicit your approval of the New Management Agreement while the interim agreements are in place. If the interim agreements go into effect for the Fund, they would expire on the earlier of 150 days after the closing of the Combination or upon shareholder approval of the New Management Agreement.
Ownership of Shares
Information as to shareholders that owned or heldowned of record 5% or more of the outstanding shares of a class of a Fund.
Proposal 1:
For each Trust, nominees must be elected by a plurality of the votes cast at the Meeting at which a quorum exists.
For each Trust, the shareholders of all series will vote together as a single class and the voting power of the shares of each series will be counted together in determining the results of the voting for the proposal.
THE PROPOSAL TO ELECT TRUSTEES
The purpose of the proposal is to elect Trustees of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust. Currently, two different Boards (each an “Existing Board” and together, the “Existing Boards”) oversee the Funds. The Boards recommend that shareholders elect all of the nominees, which will result in a single group of Trustees (the “Combined Board”), comprised of members of both Existing Boards, overseeing all of the Funds.
The nominees for Trustees of the Combined Board (each, a “Nominee”) are: Paul R. Ades, Andrew L. Breech, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Arnold L. Lehman, Robin J.W. Masters, Jerome H. Miller, Ken Miller, G. Peter O’Brien, Thomas F. Schlafly and Jane Trust. All of the Nominees, except for Ms. Trust, are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Funds (the “Independent Trustee Nominees.”)
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It is intended that the enclosed proxy card will be voted for all Nominees for the Combined Board unless a proxy contains specific instructions to the contrary. The Nominees’ term of office is expected to commence on or about July 1, 2021 or promptly after the election of the Nominees if the Meeting is adjourned or postponed to a date after July 1, 2021.
The current members of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (“Existing Board 1”) are: Paul R. Ades, Andrew L. Breech, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller, Thomas F. Schlafly and Jane Trust.
The current members of Legg Mason Global Asset Management Trust (“Existing Board 2”) are: Ruby P. Hearn, Arnold L. Lehman, Robin J.W. Masters, Jill E. McGovern, Arthur S. Mehlman, G. Peter O’Brien, S. Ford Rowan, Robert M. Tarola and Jane Trust.
Each series of each Trust is listed on Appendix A.
The Independent Trustee Nominees for the Combined Board consist of all nine current members of Existing Board 1 and three current members of Existing Board 2. Ms. Trust serves as an interested trustee on each Existing Board and is nominated to serve as interested trustee on the Combined Board. In identifying the Nominees, each Existing Board went through a due diligence process to meet the Trustees on the other board and understand the Funds that will be overseen by the Combined Board.
The Existing Boards believe that the Combined Board may provide benefits to the Funds. The Board combination is the result of discussions and meetings among the members of the Existing Boards and with management, during which the Existing Boards considered a number of matters about governance of the Funds. Among other things, the Existing Boards concluded with respect to the establishment of the Combined Board:
The Combined Board would promote efficient and effective oversight of the Funds.
The Combined Board will have the benefit of the particular skill sets, experiences and other attributes of the Nominees.
The election of the Combined Board addresses the need for the Funds overseen by Existing Board 1 to have a shareholders meeting in the near future following changes in Board composition as a result of retirements.
The Combined Board would assist in enabling the Board to attract and retain qualified individuals to serve as Trustees.
The costs to the Funds from the Combined Board are expected to be less per Fund than the current expenses of fund governance, which should produce
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current expense reductions for those Funds that are not subject to an expense cap. Funds that are currently subject to an expense cap may benefit in the future as their assets grow. |
The Combined Board would promote a more efficient use of resources by management, which may enhance management’s productivity with respect to the Funds. LMPFA would also benefit from reduced expenses.
Each Existing Board considered that, during the course of the next several years, the Existing Board will have a number of vacancies due to scheduled retirements. Existing Board 1 considered that two shareholder-elected Trustees of Existing Board 1 are scheduled to retire at the end of 2021. Upon the retirement of these Trustees less than a majority of Existing Board 1 will have been elected by shareholders. Under the 1940 Act, a mutual fund must call a shareholder meeting to elect Trustees if at any time less than a majority of its board members have been elected by shareholders. As a result, it will be necessary for shareholders of the Funds overseen by Existing Board 1 to elect Trustees to meet this legal requirement.
Existing Board 2 considered that, although it does not anticipate a need to call a shareholder meeting in the immediate future to elect Trustees due to retirements, it would need to hold a shareholder meeting to elect Trustees during the course of the next several years. Existing Board 2 considered that the Combined Board will provide a means to repopulate the Board with well qualified individuals who are knowledgeable about the subadviser(s), the service providers and the fund complex. Existing Board 2 also considered that, in accordance with an agreement by Franklin Templeton to bear certain costs of the Meeting to elect the Combined Board, and in accordance with existing contractual or voluntary agreements to waive fees and/or reimburse expenses for certain Funds, for Funds overseen by Board 2, Franklin Templeton will bear a sizeable portion or all of each Fund’s allocated portion of these costs, thus saving shareholders those future expenses.
Furthermore, each Existing Board considered that, upon the election of all thirteen Nominees, the Combined Board will have greater flexibility than either Existing Board now has to fill future board vacancies, resulting from Trustee retirements or otherwise, occurring in between shareholder meetings without the time and expense associated with calling a shareholder meeting (to the extent permitted by applicable law), while also facilitating the Combined Board’s ability to provide continuity as Trustee retirements occur over the years. As discussed above, under the 1940 Act, a mutual fund must call a shareholder meeting to elect trustees if at any time less than a majority of February 29, 2016its board members were elected by shareholders. Moreover, a mutual fund board is permitted to fill any vacancy, for example those resulting from retirements, without calling a shareholder meeting if immediately after filling the vacancy at least two-thirds of the board members then holding office have been elected by shareholders.
Each Nominee has consented to serve on the Board to which he or she has been nominated if elected by shareholders. If, however, before the election, any Nominee is
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unable to serve or for good cause will not serve, proxies may be voted for a replacement nominee, if any, designated by the current Trustees.
The Nominees’ terms of office are expected to commence on or about July 1, 2021. Each Nominee will be elected to hold office as a Trustee until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal.
The nominations of the Nominees listed below have been approved by each Existing Board and its nominating committee. Information about the Nominees for the Combined Board is set forth in Exhibit E.
Brokerage Commissionsthe sections below. Each Board has determined that the number of its Trustees shall be fixed at the number of Trustees elected at the Meeting, subject to Affiliatesany further changes in Board size permitted by applicable law and the applicable Trust’s charter documents.
The Fund didterms of office of Ruby P. Hearn, Jill E. McGovern, Arthur S. Mehlman, S. Ford Rowan and Robert M. Tarola, current members of Existing Board 2, will not pay brokerage commissionscontinue with respect to the Funds once the Combined Board takes office. Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola are retiring from service as Trustees of the Funds. In recognition of their retirements, Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola will receive payments from the Funds overseen by Existing Board 2 equal to the amount of Trustee compensation she or he would have received had she or he continued to be a member of Existing Board 2 until December 31, 2021. In addition, each of the Independent Trustees of Existing Board 2 received meeting fees for special meetings of the Independent Trustees Committee held to consider the Board consolidation proposal and Dr. Hearn, who led the due diligence review on behalf of Existing Board 2, received additional compensation for those services. Franklin Templeton or its affiliates will reimburse the Funds for these payments. Please see Appendix C.
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The current Trustees and Nominees for the fiscalCombined Board, their years of birth, their principal occupations during the past five years (their titles may have varied during that period), the number of Funds in the fund complex he or she expects to oversee on or about July 1, 2021, following the formation of the Combined Board, subject to shareholder approval and scheduled retirements, and other board memberships they hold are set forth below. The address of each current Trustee and Nominee is c/o Jane Trust, 100 International Drive, 11th Floor, Baltimore, MD 21202. Each Nominee was recommended for nomination by the Existing Boards.
Name and Year of Birth | Position(s) with Trust | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past Five Years | Number of Funds in the Fund Complex to be Overseen by Nominee2 | Other Board Memberships Held by Nominee3 | |||||
Independent Trustee Nominees*: | ||||||||||
Paul R. Ades Born 1940 | Current Member of Existing Board 1 and Nominee to Combined Board | Since 1983 | Paul R. Ades, PLLC (law firm) (since 2000) | 59 | None | |||||
Andrew L. Breech Born 1952 | Current Member of Existing Board 1 and Nominee to Combined Board | Since 1991 | President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985) | 59 | None | |||||
Althea L. Duersten Born 1951 | Board Chair and Current Member of Existing Board 1 and Nominee to Combined Board | Since 2014 (Board | Retired (since 2011); formerly, Chief Investment Officer, North America, JP Morgan Chase (investment bank) and member of JPMorgan Executive Committee (2007 to 2011) | 59 | Formerly, Non-Executive Director, Rokos Capital Management LLP (2019-2020) | |||||
Stephen R. Gross Born 1947 | Current Member of Existing Board 1 and Nominee to Combined Board | Since 1986 | Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1979 to 2011); Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Partners, LLC (since 2014); CEO, Trusted CFO Solutions, LLC (since 2011) | 59 | None | |||||
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Name and Year of Birth | Position(s) with Trust | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past Five Years | Number of Funds in the Fund Complex to be Overseen by Nominee2 | Other Board Memberships Held by Nominee3 | |||||
Susan M. Heilbron Born 1945 | Current Member of Existing Board 1 and Nominee to Combined Board | Since 1991 | Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); General Counsel and Executive Vice President, The Trump Organization (1986 to 1990); Senior Vice President, New York State Urban Development Corporation (1984 to 1986); Associate, Cravath, Swaine & Moore LLP (1980 to 1984 and 1977 to 1979) | 59 | Formerly, Director, Lincoln Savings Bank, FSB (1991 to 1994); Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); Director, Alexander’s Inc. (department store) (1987 to 1990) | |||||
Howard J. Johnson Born 1938 | Current Member of Existing Board 1 and Nominee to Combined Board | From 1981 to 1998 and since 2000 (Board Chair from 2013 to 2020) | Retired; formerly, Chief Executive Officer, Genesis Imaging LLC (technology company) (2003 to 2012) | 59 | None | |||||
Arnold L. Lehman Born 1944 | Board Chair and Current Member of Existing Board 2 and Nominee to Combined Board | Since 1982 (Board Chair since 2015) | Senior Advisor, Phillips (auction house) (since 2015); formerly, Fellow Ford Foundation (2015 to 2016); Director of the Brooklyn Museum (1997 to 2015) | 59 | Trustee of American Federation of Arts (since 2002) |
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Name and Year of Birth | Position(s) with Trust | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past Five Years | Number of Funds in the Fund Complex to be Overseen by Nominee2 | Other Board Memberships Held by Nominee3 | |||||
Robin J.W. Masters, CFA Born 1955 | Current Member of Existing Board 2 and Nominee to Combined Board | Since 2002 | Retired; formerly, Chief Investment Officer of ACE Limited (insurance) (1986 to 2000) | 59 | Director of HSBC Managed Portfolios Limited, HSBC Corporate Money Funds Limited and HSBC Specialist Funds Limited (since 2020); formerly, Director of Cheyne Capital International Limited (investment advisory firm) (2005 to 2020); formerly, Director/Trustee of Legg Mason Institutional Funds plc, Western Asset Fixed Income Funds plc and Western Asset Debt Securities Fund plc (2007 to 2011) | |||||
Jerome H. Miller Born 1938 | Current Member of Existing Board 1 and Nominee to Combined Board | Since 1995 | Retired; formerly, President, Shearson Lehman Asset Management (1991 to 1993), Vice Chairman, Shearson Lehman Hutton Inc. (1989 to 1992) and Senior Executive Vice President, E.F. Hutton Group Inc. (1986 to 1989) | 59 | None | |||||
Ken Miller Born 1942 | Current Member of Existing Board 1 and Nominee to Combined Board | Since 1983 | Retired; formerly, President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (1963 to 2012) | 59 | None |
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Name and Year of Birth | Position(s) with Trust | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past Five Years | Number of Funds in the Fund Complex to be Overseen by Nominee2 | Other Board Memberships Held by Nominee3 | |||||
G. Peter O’Brien Born 1945 | Current Member of Existing Board 2 and Nominee to Combined Board | Since 1999 | Retired. Trustee Emeritus of Colgate University (since 2005); Board Member, Hill House, Inc. (residential home care) (since 1999); formerly, Board Member, Bridges School (pre-school) (2006 to 2017); Managing Director, Equity Capital Markets Group of Merrill Lynch & Co. (1971 to 1999) | Trustee of 59 Legg Mason Funds; Director/ Trustee of the Royce Family of Funds consisting of 16 portfolios | Formerly, Director of TICC Capital Corp. (2003 to 2017) | |||||
Thomas F. Schlafly Born 1948 | Current Member of Existing Board 1 and Nominee to Combined Board | Since 1983 | Chairman, The Saint Louis Brewery, LLC (brewery) (since 2012); formerly, President, The Saint Louis Brewery, Inc. (1989 to 2012); Senior Counsel (since 2017) and formerly, Partner (2009 to 2016), Thompson Coburn LLP (law firm) | 59 | Director, CNB St. Louis Bank (since 2020); formerly, Director, Citizens National Bank of Greater St. Louis (2006 to 2020) | |||||
Interested Trustee Nominee: | ||||||||||
Jane Trust, CFA4 Born 1962 | Current Member of Existing Board 1 and Existing Board 2, President and Chief Executive Officer of the Trusts, and Nominee to the Combined Board | Since 2015 | Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 135 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015) | 135 | None | |||||
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Name and Year of Birth | Position(s) with Trust | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past Five Years | Number of Funds in the Fund Complex to be Overseen by Nominee2 | Other Board Memberships Held by Nominee3 | |||||
Independent Trustees of Existing Board 2 Not Continuing**: | ||||||||||
Ruby P. Hearn Born 1940 | Current Member of Existing Board 2 | Since 2004 | Senior Vice President Emerita of The Robert Wood Johnson Foundation (non-profit) (since 2001); Member of the National Academy of Medicine (formerly known as the Institute of Medicine) (since 1982); formerly, Trustee of the New York Academy of Medicine (2004 to 2011); Director of the Institute for Healthcare Improvement (2002 to 2011); Senior Vice President of The Robert Wood Johnson Foundation (1996 to 2001); Fellow of The Yale Corporation (1992 to 1998) | 20 | None | |||||
Jill E. McGovern Born 1944 | Current Member of Existing Board 2 | Since 1989 | Senior Consultant, American Institute for Contemporary German Studies (AICGS) (since 2007); formerly, Chief Executive Officer of The Marrow Foundation (non-profit) (1993 to 2007); Executive Director of the Baltimore International Festival (1991 to 1993); Senior Assistant to the President of The Johns Hopkins University (1986 to 1990) | 20 | Formerly, Director of International Biomedical Research Alliance (2002 to 2010); Director of Lois Roth Endowment (2005 to 2012) | |||||
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Name and Year of Birth | Position(s) with Trust | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past Five Years | Number of Funds in the Fund Complex to be Overseen by Nominee2 | Other Board Memberships Held by Nominee3 | |||||
Arthur S. Mehlman Born 1942 | Current Member of Existing Board 2 | Since 2002 | Retired. Director, The University of Maryland Foundation (since 1992); formerly, Director, The League for People with Disabilities (2003 to 2017); Director of Municipal Mortgage & Equity, LLC. (2004 to 2011); Partner-in-Charge of the Audit Practice for Baltimore and Washington offices (1998 to 2001), and Managing Partner of the Baltimore office (1992 to 1995) at KPMG LLP (international accounting firm) | Trustee of 20 Legg Mason Funds; Director/ Trustee of the Royce Family of Funds consisting of 16 portfolios | Formerly, Director of Municipal Mortgage & Equity, LLC. (2004 to 2011) | |||||
S. Ford Rowan Born 1943 | Current Member of Existing Board 2 | Since 2002 | Consultant to University of Maryland University College (since 2013); formerly, Chairman, National Center for Critical Incident Analysis (2004 to 2018); Lecturer in Organizational Sciences, George Washington University (2000 to 2014); Trustee, St. John’s College (2006 to 2012); Consultant, Rowan & Blewitt Inc. (management consulting) (1984 to 2007); Lecturer in Journalism, Northwestern University (1980 to 1993); Director, Santa Fe Institute (1999 to 2008) | 20 | None |
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Name and Year of Birth | Position(s) with Trust | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past Five Years | Number of Funds in the Fund Complex to be Overseen by Nominee2 | Other Board Memberships Held by Nominee3 | |||||
Robert M. Tarola Born 1950 | Current Member of Existing Board 2 | Since 2004 | President of Right Advisory LLC (corporate finance and governance consulting) (since 2008); Member, Investor Advisory Group of the Public Company Accounting Oversight Board (since 2009); formerly, Chief Financial Officer, Little Company of Mary Hospital and Health Care Centers (healthcare provider network) (2018); Executive Vice President and Chief Financial Officer, Southcoast Health System, Inc. (healthcare provider network) (2015 to 2017); Senior Vice President and Chief Financial Officer of The Howard University (higher education and health care) (2009 to 2013); Senior Vice President and Chief Financial Officer of W.R. Grace & Co. (specialty chemicals) (1999 to 2008); Chief Financial Officer of MedStar Health, Inc. (healthcare) (1996 to 1999); Partner, Price Waterhouse, LLP (accounting and auditing) (1984 to 1996) | 20 | Director of Vista Outdoor, Inc. (consumer recreation products) (since 2015); formerly, Director and Board Chair of American Kidney Fund (renal disease assistance) ( 2008 to 2020); Director and Board Chair of XBRL International, Inc. (global data standard setting) (2015 to 2020); formerly, Director of TeleTech Holdings, Inc. (business processing outsourcing) (2008 to 2014) |
| * | Nominees who are not “interested persons” (within the meaning of Section 2(a)(19) of the 1940 Act) of the Trust. |
| ** | The terms of office of Ruby P. Hearn, Jill E. McGovern, Arthur S. Mehlman, S. Ford Rowan and Robert M. Tarola, current members of Existing Board 2, will not continue with respect to the Funds once the Combined Board takes office on or about July 1, 2021. |
| 1 | Indicates the earliest year in which current Trustee or Nominee became a Trustee for a fund in the fund complex. Each Trustee serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal. |
| 2 | For each Nominee, the number shown is the total number of separate portfolios within the fund complex that the Nominee would oversee if he or she is elected during the Meeting. For each current Trustee who is not a Nominee, the number shown is the total number of separate portfolios within the fund complex that the Nominee oversees as of the date of this proxy statement. |
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| 3 | In addition to overseeing the Funds of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust, the Trustees of Existing Board 1 also currently oversee the one fund of ActiveShares® ETF Trust and the nine funds of Legg Mason ETF Investment Trust. Concurrently with issuance of this proxy statement, shareholders of the nine funds of Legg Mason ETF Investment Trust are being asked to elect a new slate of trustees consisting of Trustees who currently oversee the Franklin Templeton family of ETFs (the “New Legg Mason ETF Trustees”). In addition, shareholders of the one fund of ActiveShares® ETF Trust are also being asked to elect the New Legg Mason ETF Trustees. The Trustees of Existing Board 1 will not continue as Trustees of ActiveShares® ETF Trust or Legg Mason ETF Investment Trust if the New Legg Mason ETF Trustees are elected and take office, which is expected to occur on or about July 1, 2021. |
| 4 | Ms. Trust is an “interested person” (as defined in the 1940 Act) of each Trust because of her position with LMPFA and/or certain of its affiliates. |
Qualifications of Current Trustees and Nominees
Each Existing Board believes that the experience, qualifications, attributes and/or skills of each Nominee and of each of its current Trustees on an individual basis and in combination with those of its other current Trustees and the Nominees lead to the conclusion that each Board possesses the requisite skills and attributes. Each Existing Board believes that the Nominees’ and its current Trustees’ abilities to review, critically evaluate, question and discuss information provided to them, to interact effectively with each Fund’s manager, subadviser(s), other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion.
The Existing Boards have considered the following experience, qualifications, attributes and/or skills, among others, of the Nominees and the current Trustees in reaching its conclusion with respect to the Nominees and its current Trustees: his or her character and integrity; such person’s length of service as a board member of the Funds; such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; such person’s skills, experience, judgment, analytical ability, intelligence, and common sense; their current or previous profit and non-profit board membership; such person’s considerable familiarity with the special regulatory requirements governing regulated investment companies and the special responsibilities of investment company trustees; and as to each Nominee other than Ms. Trust, his or her status as not being an “interested person” (as defined in the 1940 Act) of the Funds (each an “Independent Trustee”). No particular qualification, experience or background establishes the basis for the Existing Boards’ conclusion with respect to the Nominees and the current Trustees, and individual Trustees may have attributed different weights to the various factors.
In addition, the following specific experience, qualifications, attributes and/or skills apply as to the Nominees: Mr. Ades has substantial experience practicing law and advising clients with respect to various business transactions; Mr. Breech has substantial experience as the chief executive of a private corporation; Ms. Duersten has substantial experience as a global investment and trading manager in capital markets across multiple asset classes, including as the chief investment officer for the North American region of a major investment bank and service on its executive
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committee; Mr. Gross has a substantial accounting background and experience as an officer, trustee and board member of various organizations and has been determined to qualify as an audit committee financial expert of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust; Ms. Heilbron has substantial legal background and experience, business and consulting experience, and experience as a board member of public companies; Mr. Johnson has substantial experience as the chief executive of an operating company and in the financial services industry, including as an actuary and pension consultant; Dr. Lehman has experience as chief executive officer of major museums and other entities involved in the arts, experience as Lead Independent Trustee and Board Chair of Existing Board 2 and experience as a founding director of the Legg Mason Funds; Ms. Masters has investment management experience as a chief investment officer, as a director of an investment advisory firm and service on the boards of other investment companies; Mr. Jerome Miller has substantial experience as an executive in the asset management group of a major broker/dealer; Mr. Ken Miller has substantial experience as a senior executive of an operating company; Mr. O’Brien has experience at senior levels of a large financial services company and service on the boards of academic institutions and a residential home care company; Mr. Schlafly has substantial experience practicing law and also serves as the non-executive Chairman of a private corporation and as director of a bank; and Ms. Trust has been the Chief Executive Officer of each Trust and other funds sponsored by Franklin Templeton (and before that, Legg Mason) since 2015, and has investment management and risk oversight experience as an executive and portfolio manager and in leadership roles with Franklin Templeton and affiliated entities.
In addition, Existing Board 2 believes that the following specific experience, qualifications, attributes and/or skills apply as to the other current Trustees of Existing Board 2: Dr. Hearn has experience in senior management and on the boards of non-profit organizations devoted to health and health care and scientific analytical training, and service on the governing board and policy making body for a university; Dr. McGovern has experience as chief executive officer of a foundation and non-profit fundraising organization devoted to programs of the National Marrow Donor Program; Mr. Mehlman has accounting, auditing and management experience with an international accounting firm, and service on the boards of a for-profit publicly held entity, an academic foundation and a non-profit organization that provides services for individuals of all abilities, and has been determined to qualify as an audit committee financial expert for Legg Mason Global Asset Management Trust; Mr. Rowan has experience in business and management consulting, academic experience as a lecturer in organizational sciences and journalism, experience in senior levels of a non-profit organization dedicated to the management of critical events and service on the board of a non-profit independent research and educational center; and Mr. Tarola has experience as a chief financial officer and in senior management of several public and large private companies, as an advisory group member to the Public Company Accounting Oversight Board, as a partner with an international accounting firm, and in senior management of a
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corporate finance and governance organization, and has been determined to qualify as an audit committee financial expert of Legg Mason Global Asset Management Trust.
References to the qualifications, attributes and skills of Nominees and current Trustees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of an Existing Board, the Combined Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on an Existing Board or the Combined Board by reason thereof.
General Information Regarding the Boards
Compensation: Information relating to compensation paid to the Nominees and current Trustees who serve on the Existing Boards for the Most Recent Year1 is set forth in Appendix C.
Equity Securities Owned by the Current Trustees and Nominees: Information relating to the amount of equity securities of the Funds and other funds in the fund complex owned by the current Trustees and the Nominees as of February 12, 2021 is set forth in Appendix D.
Attendance of Trustees at Annual Meeting: No Trust has a policy with regard to attendance of Trustees at annual shareholder meetings. No annual meeting for any Trust was held during the Most Recent Year.
Board Meetings: During the Most Recent Year, Existing Board 1 met six times and Existing Board 2 met nine times. Each Nominee and current Trustee attended more than 75% of the aggregate number of meetings of each Board and of each committee of each Board on which he or she served.
Board Leadership Structure, Oversight and Standing Committees of the Existing Boards: Information relating to the various standing committees of the Existing Boards is set forth in Appendix E.
The Chair of each Existing Board and the committee chairs work with the Chief Executive Officer of the Trusts to set the agendas for Board and committee meetings. Each Chair serves as a key point person for interaction between management and the other Independent Trustees. Through each Existing Board’s committees the Independent Trustees consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest for management. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. Each Existing Board has determined that its committees help ensure that the Funds have effective and independent governance and oversight. Each Existing Board also has determined that its leadership structure, in which the Chair of the Board is not affiliated with Franklin Templeton, is
1 The term “Most Recent Year,” when used in the Joint Proxy Statement and the relevant Appendices, refers to the calendar year ended December 31, 2015.2020, which coincides with the last fiscal year of certain of the Funds, as shown in Appendix H.
Other Service Agreements
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appropriate. Each Existing Board also believes that its leadership structure facilitates the orderly and efficient flow of information between the Independent Trustees and management, including each Fund’s subadviser(s).
Each Fund’s service providers, primarily each Fund’s manager, sub-administrator (for certain Funds), subadviser(s) and, as appropriate, their affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management. As an integral part of its responsibility for oversight of each Fund, each Existing Board oversees risk management of the Fund’s investment program and business affairs. Oversight of the risk management process is part of each Existing Board’s general oversight of each Fund and its service providers. The Existing Boards have emphasized to each Fund’s manager, sub-administrator (for certain Funds) and subadviser(s) the importance of maintaining vigorous risk management.
The followingFunds are subject to a number of risks, including investment risk, counterparty risk, valuation risk, reputational risk, cybersecurity risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. Each Fund’s manager, sub-administrator (for certain Funds) and subadviser(s), the affiliates of the manager, sub-administrator, and subadviser(s) or various service providers to the Fund employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the Funds’ and the manager’s Chief Compliance Officer and the manager’s chief risk officer, as well as personnel of the manager (for certain Funds), subadviser(s) and other service providers, such as the Funds’ independent registered public accounting firm, make periodic reports to the Existing Boards or their committees with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto. The Trustees recognize that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary for the Funds to bear certain risks (such as investment-related risks) to achieve their goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, each Existing Board’s risk management oversight is subject to inherent limitations.
The officers of each Trust, their ages and their principal occupations during the past five years (their titles may have varied during that period) are set forth in Appendix G.
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The votes of each Fund in the same Trust will be counted together with respect to the election of the Nominees to the Combined Board and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Trust. The election of Nominees to the Combined Board must be approved by a plurality of the votes cast at each Meeting at which a quorum exists.
If not enough proxies or votes have been received from shareholders of a Trust to achieve quorum and approve Proposal 1 by the time of the Meeting, the Meeting may be postponed or adjourned with respect to one or more Trusts to permit further solicitation of proxies, or for the applicable Existing Board to consider alternate steps. If the shareholders of a Trust do not ultimately approve Proposal 1, the applicable Existing Board will continue to oversee the affected Trust as they currently do pending any further action by the applicable Existing Board.
Your Board recommends that you vote “FOR” the election
of each of the Nominees to the Combined Board.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Trustees, including a majority of the Independent Trustees, of each Trust have selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Funds. No representatives of PwC will be present at the Meeting.
Appendix H sets forth for each Fund, for each of the applicable Fund’s two most recent fiscal years, the fees billed by the Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund and each Fund’s fiscal year end month and day. The fee information in Appendix H is presented under the following captions:
(a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.
(b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.
(c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.
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(d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
The charter of Existing Board 1’s Audit Committee requires that the Audit Committee shall approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the investment adviser and any service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and will continue to do so upon the approvalfinancial reporting of the New Management Agreement.
Existing Board 1’s Audit Committee may not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the Fund by the independent registered public accounting firm, other than those provided to a Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Administrator:Pre-approval by Existing Board 1’s Audit Committee of any permissible non-audit services is not required so long as: (a) the aggregate amount of all such permissible non-audit services provided to a Fund, LMPFA located at 620 Eighth Avenue, New York, New York 10018, serves asand any Covered Service Provider constitutes not more than 5% of the Fund’s administrator. Fortotal amount of revenues paid to the independent registered public accounting firm during the fiscal year ended December 31, 2015,in which the permissible non-audit services are provided to (i) the Fund, did not pay any administration fees to LMPFA.
Distributor: Legg Mason Investment Services, LLC (“LMIS”), a wholly-owned broker/dealer subsidiary of Legg Mason, located at 100 International Drive, Baltimore, Maryland 21202, serves as(ii) the Fund’s solemanager and exclusive distributor.
Transfer Agent: BNY Mellon Investment Servicing (US) Inc., located at 4400 Computer Drive, Westborough, Massachusetts 01581, serves as(iii) any Covered Service Provider during the Fund’s transfer agent.
Custodian: State Street Bank and Trust Company, located at One Lincoln Street, Boston, Massachusetts 02111, serves asfiscal year in which services are provided that would not have to be approved by the Fund’s custodian.
Shareholder Reports
Copies ofCommittee; (b) the Fund’s most recent Annual Report and Semi-Annual Report to shareholders will be furnished without charge upon requestpermissible non-audit services were not recognized by writing to the Fund at 100 First Stamford Place, Attn: Shareholder Services – 5th Floor, Stamford, Connecticut 06902 orthe time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved by calling the following number: 1-877-721-1926.
Shareholder ProposalsAudit Committee (or its delegate(s)) prior to completion of the audit.
The charter of Existing Board 2’s Audit Committee requires that the Audit Committee pre-approve the engagement of each Fund’s independent auditors to perform audit and any permissible non-audit services for the Fund, doesand, as the Committee deems appropriate, establish and oversee policies and procedures for the pre-approval of such services to a Fund, and review the fees charged to each Fund by
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the independent auditors for audit and non-audit services. Existing Board 2’s Audit Committee charter further requires that the Audit Committee pre-approve the engagement of each Fund’s independent auditors to perform any permissible non-audit services for the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the investment adviser(s) if the engagement relates directly to the operations and financial reporting of the Fund, and, as the Committee deems appropriate, to establish and oversee policies and procedures for the pre-approval of such services. Existing Board 2’s Audit Committee Charter provides that the Committee Chair, or in the event of his or her unavailability, another member of the Committee, is authorized to pre-approve on the Committee’s behalf any matter requiring pre-approval by the Committee, provided that any such approval shall be recorded in writing and reported to the Committee no later than the next regular quarterly meeting.
For each Fund’s two most recent fiscal years, there were no services rendered by PwC to the Funds for which the pre-approval requirement was waived.
Non-audit fees billed for services rendered to each Fund and each Fund’s manager or any entity controlling, controlled by or under common control with the manager that provides ongoing services to the Funds during the last two fiscal years is presented in Appendix H under the caption “Aggregate Non-Audit Fees for Services Provided to Each Fund and its Affiliated Service Providers Pre-Approved by the Audit Committee.”
Each Audit Committee has considered whether the provision of non-audit services that were rendered by PwC to a Fund’s manager and Covered Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by PwC to each Fund, its manager or Covered Service Providers that were required to be pre-approved were pre-approved as required.
As of February 12, 2021, the persons listed in Appendix I owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix I.
Submission of Shareholder Proposals
The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of thea Fund must be received at the offices of the Fund, 620 Eighth Avenue, New York, New YorkNY 10018, in accordance with the time periods set forth for advance notice in the Fund’s bylaws or, if no such time period is specified, at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.
Other Business
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Shareholders who want to communicate with the Board or any individual Trustee should write their Fund to the attention of Marc A. De Oliveira, Secretary, 100 First Stamford Place, 6th Floor, Stamford, CT 06902. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Trustee and so indicates, it will be sent only to that Trustee. If a communication does not indicate a specific Trustee, it will be sent to the chair of the governance and nominating committee and the Trust know of no businessoutside counsel to be presented at the Meeting other than the matters set forth in this Proxy Statement. Should any other matter requiring the vote of shareholders arise, the proxies will vote thereon according to their best judgment in the interests of the Trust and the Fund.
By orderIndependent Trustees of the Board of Trustees,
Robert I. Frenkel
Secretary
Legg Mason Partners Variable Equity Trust
Dated: April 1, 2016
SHARES OUTSTANDING
As of the Record Date, the following number of shares of the Fund were outstanding and entitled to vote:
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Only shareholders of record on the Record Date will be entitled to notice of and to vote at the Meeting.
FORM OF INVESTMENT MANAGEMENT AGREEMENT BETWEEN ENTRUSTPERMAL AND THE TRUST, ON BEHALF OF THE FUND
This MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], 2016, by and between Legg Mason Partners Variable Equity Trust (the “Trust”) and EnTrustPermal Management LLC, a Delaware limited liability company (the “Manager”).
WHEREAS, the Trust is a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Manager is engaged primarily in rendering investment advisory and management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);
WHEREAS, the Trust wishes to retain the Manager to provide trading, investment advisory and management services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”); and
WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser ofthat oversees the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. The Fund shall at all times keep the Manager fully informed with regard to the securities, Commodity Interests (as defined in paragraph 3) and other investments owned by it, its funds available, or to become available, for investment, and generallyfurther distribution as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities, Commodity Interests and other investments consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. For purposes of this Agreement, Commodity Interests include commodity futures (including futures on broad-based securities indexes or interest rate futures), forward contracts, foreign exchange transactions, options on commodity futures, swaps, swaptions and certain other instruments regulated by the Commodity Futures Trading Commission (the “CFTC”). The Manager shall determine from time to time what securities, Commodity Interests and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities, Commodity Interests and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the
provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act, the Commodity Exchange Act, as amended (the “CEA”) and the applicable rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) and the CFTC and interpretive guidance issued by the SEC staff and the CFTC staff, any exemptive orders or other relief issued by the SEC or the CFTC applicable to the Fund, any other applicable federal and state law, the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund (the “Custodian”) and any Fund sub-custodian or prime broker as to deliveries of securities, Commodity Interests and other investments and payments of cash in respect of transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. To the extent not delegated to a subadviser, commodity trading advisor (“CTA”) or commodity pool operator (“CPO”), the Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provideddeemed appropriate by such brokerpersons.
Additionally, shareholders with complaints or dealer. This determinationconcerns regarding accounting matters may be viewed in terms of either that particular transaction or the overall responsibilities that the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertainingaddress letters to the Fund’s portfolio securities subjectChief Compliance Officer (“CCO”). Shareholders who are uncomfortable submitting complaints to such direction asthe CCO may address letters directly to the Chair of the Audit Committee of the Board may provide, and shall perform such other functions of investment management and supervision asthat oversees the Fund. Such letters may be directed bysubmitted on an anonymous basis.
The cost of preparing, printing and mailing the Board. The Manager may execute on behalf of the Fund certain agreements, instrumentsenclosed proxy, accompanying notice and documentsthis Joint Proxy Statement and costs in connection with the services performedsolicitation of proxies will generally be allocated among the Funds on the basis of their respective net assets. In accordance with an agreement by it under this Agreement. These may include, without limitation, brokerage agreements, repurchase agreements, reverse repurchase agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, limited partnership agreements, derivative master agreements, other investment-related agreements, and any other agreements, documents, schedules, annexes, instruments, releases, consents, elections and confirmations the Manager believes are appropriate or desirable in performing its duties under this Agreement.
(b) SubjectFranklin Templeton to the direction and control of the Board, the Manager shall perform such management services as may from time to time be reasonably requested by the Fund as necessary for the provision of investment and trading advisory and related services to the Fund, such as (i) oversight of the Fund’s subadvisers, CTAs and CPOs; (ii) providingbear certain compliance and regulatory reporting services, and (iii) providing assistancecosts associated with the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders. Notwithstanding the foregoing, the Manager shall not be deemed to have
assumed any dutiesMeeting with respect to and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumedFunds overseen by the Custodian or any transfer agent, fund accounting agent, fund administrator, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.
(c) The Fund hereby authorizes any entity or person associated with the Manager, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of theExisting Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Manager or its affiliates, except in each case as permitted by the 1940 Act2, and in accordance with such policiesany contractual cap or voluntary agreement to waive fees and/or reimburse expenses for certain Funds overseen by Existing Board 1 and procedures as may be adoptedcertain Funds overseen by the Fund from time to time, andExisting Board 2, for those Funds Franklin Templeton will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers.
(d) The Fund may establish one or more wholly-owned subsidiaries of the Fund through which it may conduct a significant portion of its investments in Commodity Interests.
(e) When the Fund adopts policies, procedures or restrictions to the Governing Documents, and amendments or revisions thereto, the Fund will provide the documents to the Manager in advance of their implementation.
4. Subject to the Board’s approval and consistent with the 1940 Act and any SEC exemptive relief or guidance thereunder, the Manager or the Fund may enter into, or terminate, contracts with one or more subadvisers, CTAs or CPOs, including without limitation, affiliates of the Manager, in which the Manager delegates to such subadvisers, CTAs or CPOs any or all its duties specified hereunder, on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser, CTA or CPO and further provided that such contracts impose on any subadviser, CTA or CPO bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act and the CEA. The Manager shall have the authority to allocate all or a portion of the Fund’s assets for portfolio management purposes among subadvisers, CTAs and CPOs.
5. (a) The Manager, at its expense, shall supply the Board and officers of the Trust with all information and reports reasonably required by them and reasonably available to the Manager and, to the extent not provided by other parties, shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. With respect to the Fund’s transactions in securities, Commodity Interests and other investments, the Manager shall oversee the maintenance of all books and records in accordance with all applicable federal and state laws and regulations, except to the extent arrangements have been made for such books and records to be maintained by any fund administrator or other agent of the Fund. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to
arrange for the preservation of the records required to be maintained hereunder in accordance with all applicable laws and resolutions, including compliance with the requirements of Rules 31a-1 and 31a-2 under the 1940 Act and CFTC Rule 4.23. The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected.
(b) The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; third-party risk management, collateral management and fund compliance reporting expenses; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organizational costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities, Commodity Interests and other investments and any losses in connection therewith; fees, costs and expenses associated with any prime brokerage arrangement (including the costs of any securities borrowing arrangement), tri-party custody arrangements; acquired fund fees and expenses; Form CPO-PQR filings that relate to the Fund; costs of forming and maintaining subsidiaries; dividend and interest expenses on securities sold short; fees and expenses of custodians, administrators, transfer agents, registrars, independent pricing vendors or other agents; Fund legal expenses; loan commitment fees; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.
6. The Manager may delegate some or all of the Fund’s allocated portion of these costs.
Solicitation may be made by letter or telephone by officers or employees of LMPFA or its duties underaffiliates, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds and Franklin Templeton will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Agreement to affiliated investment advisers or other service providers (each a “Manager-Delegatee”); provided, however, that (i) the Manager provides prior written noticeJoint Proxy Statement and proxy materials to the Fundbeneficial owners of each Fund’s shares. In addition, the Funds and Franklin Templeton have retained Computershare, a proxy solicitation firm, to assist in the Fund consents in writing, (ii) any delegationsolicitation of advisory duties is subject toproxies. Computershare may solicit proxies personally and conditioned on the approvalby telephone. The mailing service, proxy solicitation costs, and postage and printing costs associated with this Joint Proxy Statement are estimated at approximately $3.4 million, plus reimbursements of the Board and/or the Fund’s shareholders as may be required pursuant to Section 15out-of-pocket expenses. The Funds’ share of the 1940 Act, (iii) any such delegation complies with applicable exemptive relief, rule or no-action position on which the Fund relies; (iv) no additional charges, fees or other compensation will be paid by the Fund for such services, (v) the Manager hereby agrees to advise the Fund of any changes required to be madethese costs, after giving effect to the disclosure in the Fund’s registration statement relatingagreements and caps described above, is not expected to the Fund’s portfolio managers provided by the Manager or any Manager-Delegatee, and (vi) the Manager at all times remains liable to the Fund for its obligations hereunder regardless of whether services hereunder are provided by the Manager or any Manager-Delegatee. To the extent that such delegation occurs, references to the Manager herein also shall be deemed to include reference to any Manager-Delegatee, as the context may require.exceed approximately $2.7 million.
7. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same
time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff.
8. As compensation for the services performed and the expenses assumed by the Manager, the Fund shall pay the Manager, within five (5) days after the last dayThe fiscal year end of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made within five (5) days after the end of the month succeeding the effective date of this Agreement. If this AgreementFund is terminated as of any date not the last day of a month, such fee shall be paid within five (5) days after the end of the month of termination and shall be pro rated based upon the number of days in such month for which this Agreement was effective bears to the total number of days in such month; provided, however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the Fund’s then-current fiscal year from such other registered investment company. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. Appendix H.
9. The Manager represents and warrants that it: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act, the CEA or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has reviewed the requirements for registration as a CPO under the CEA and is either registered as a CPO and a member of the National Futures Association (the “NFA”) or is relying on an exemption or exclusion from registration as a CPO or is subject to exemptive relief by the CFTC from being a CPO with respect to the Fund; (iv) has adopted and implemented a written code of ethics complying with requirements of Rule 17j-1 under the 1940 Act; (v) has the authority to enter into and perform the services contemplated by this Agreement; and (vi) has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
10. Except as may otherwise be provided by the 1940 Act, the CEA or any other federal securities law, neither the Manager nor any of its partners, shareholders, directors, officers and employees or the partners, shareholders, directors, officers and employees of any affiliates performing services for the Trust or Fund contemplated hereby (collectively, “Manager Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) (“Losses”) incurred or suffered by the Trust as a result of any act or omission of the Manager or the Manager Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager or the Manager Affiliates for any and all Losses to which the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Trust Affiliates”) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the CEA, or under any other statute, or common law or otherwise arising out of or based on any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager in the performance of any of its duties or obligations hereunder.
11. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities, Commodity Interests and other investments consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities, Commodity Interests and other investments will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time.
12. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.
13. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by the Trust’s Board and by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
14. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager.
15. The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually.
16. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities.
17. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
18. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
26
Schedule A
EnTrustPermal Alternative Select VIT Portfolio
Date:
[ ], 2016
Fee:
1.90% of the Fund’s average daily net assets
EXHIBIT CInformation Concerning the Managers, Subadvisers, Distributor and Administrator
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS
Legg Mason Partners Fund Advisor, LLC (“LMPFA”)
The following chart lists the principal executive officers and the directors of LMPFA and their principal occupations. The business address of each officer and director as it relates to that person’s position with LMPFA ishas offices at 620 Eighth Avenue, New York, New York 10018, unless otherwise noted.10018. LMPFA serves as the investment manager to the Funds identified as being managed by LMPFA in Appendix B. LMPFA serves as the administrator or sub-administrator to all of the Funds.
ClearBridge Investments, LLC (“ClearBridge”) has offices at 620 Eighth Avenue, New York, New York 10018. ClearBridge serves as the investment manager or subadviser to the Funds identified as being managed or subadvised by ClearBridge by in Appendix B.
Brandywine Global Investment Management, LLC (“Brandywine Global”) has offices at 1735 Market Street, 18th Floor, Philadelphia, Pennsylvania 19103. Brandywine Global serves as subadviser to the Funds identified as being subadvised by Brandywine in Appendix B.
ClearBridge RARE Infrastructure (North America) Pty Limited (formerly known as RARE Infrastructure (North America) Pty Ltd.) (“RARE”) has offices at Level 13, 35 Clarence Street, Sydney, NSW 2000 Australia. RARE serves as subadviser to the Funds identified as being subadvised by RARE in Appendix B.
Martin Currie Inc. (“Martin Currie”) has offices at Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2ES Scotland. Martin Currie serves as subadviser to the Funds identified as being subadvised by Martin Currie in Appendix B.
QS Investors, LLC (“QS Investors”) has offices at 880 Third Avenue, 7th Floor, New York, New York 10022. QS Investors serves as subadviser to the Funds identified as being subadvised by QS Investors in Appendix B.
Western Asset Management Company, LLC (“Western Asset”), has offices at 385 East Colorado Boulevard, Pasadena, California 91101 and 620 Eighth Avenue, New York, New York 10018. Western Asset Management Company Limited (“Western Asset London”), has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Management Company Ltd (“Western Asset Japan”) has offices at 36F Shin-Marunouchi Building, 5-1 Marunouchi 1-Chome Chiyoda-Ku, Tokyo 100-6536, Japan. Western Asset, Western Asset London and Western Asset Japan serve as subadviser to the Funds identified as being subadvised by Western Asset, Western Asset London and Western Asset Japan in Appendix B.
Legg Mason Investor Services, LLC (“LMIS”), 100 International Drive, Baltimore, Maryland 20202, is the distributor to all of the Funds.
General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meeting. However, if other
27
matters are properly presented to the Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Funds.
The Meeting with respect to one or more Trusts 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 for any Trust may be postponed prior to the Meeting. In the event of any inconsistency between this proxy statement and a Trust’s governing documents or applicable law, the Trust’s governing documents and applicable law will control.
Please vote promptly by signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to similarly providing voting instructions by telephone or over the Internet.
Marc A. De Oliveira
Secretary
[ ], 2021
28
| Trust | Series | |
| Legg Mason Global Asset Management Trust |
BrandywineGLOBAL—Diversified US Large Cap Value Fund BrandywineGLOBAL—Dynamic US Large Cap Value Fund BrandywineGLOBAL—Flexible Bond 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 Global Infrastructure Income Fund ClearBridge International Growth 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 QS Global Market Neutral Fund QS International Equity Fund QS Strategic Real Return Fund QS U.S. Small Capitalization Equity Fund | |
Legg Mason Partners Equity Trust |
ClearBridge All Cap Value Fund ClearBridge Appreciation Fund ClearBridge Dividend Strategy Fund ClearBridge International Small Cap Fund ClearBridge International Value Fund ClearBridge Large Cap Growth Fund ClearBridge Large Cap Value Fund ClearBridge Mid Cap Fund ClearBridge Mid Cap Growth Fund ClearBridge Select Fund ClearBridge Small Cap Growth Fund 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 | |
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Permal Asset Management LLC (“Permal”)
The following chart lists the principal executive officers and the directors of Permal and their principal occupations. The business address of each officer and director as it relates to that person’s position with Permal is 900 Third Avenue, New York, New York 10022, unless otherwise noted.
A-1
| Series | |
| Legg Mason Partners Variable Equity Trust |
ClearBridge Variable Appreciation Portfolio ClearBridge Variable Dividend Strategy Portfolio ClearBridge Variable Large Cap Growth Portfolio ClearBridge Variable Large Cap Value Portfolio ClearBridge Variable Mid Cap Portfolio ClearBridge Variable Small Cap Growth Portfolio QS Legg Mason Dynamic Multi-Strategy VIT Portfolio QS Variable Conservative Growth QS Variable Growth QS Variable Moderate Growth Legg Mason/QS Aggressive Model Portfolio Legg Mason/QS Conservative Model Portfolio Legg Mason/QS Moderately Aggressive Model Portfolio Legg Mason/QS Moderately Conservative Model Portfolio Legg Mason/QS Moderate Model Portfolio | |
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EnTrust Capital (“EnTrust”)
A-2
The following charttable lists, with respect to each Fund, the principal executive officersnames of the Fund’s manager and subadviser(s), the total number of shares outstanding and the directors of EnTrust and their principal occupations. The business address of each officer and director as it relates to that person’s position with EnTrust is 375 Park Avenue, New York, New York 10152, unless otherwise noted.
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EnTrustPermal Management LLC (“EnTrustPermal”)
It is currently anticipated that the individuals listed below will be the principal executive officers and directors of EnTrustPermal. Their principal occupations are also listed. The business address of each proposed officer and director as it relates to that person’s position with EnTrustPermal will be 900 Third Avenue, New York, New York 10022, unless otherwise noted.
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OTHER FUNDS CURRENTLY MANAGED OR SUBADVISED BY PERMAL OR ENTRUST
Permal
Permal serves as the investment adviser or subadviser for other investment companies that have an investment goal similar to thatnet assets of the Fund. The nameFund on the Record Date. Each share (or fractional share) of each such fund, together with information concerninga Fund outstanding as of the fund’s assets, andRecord Date is entitled to a number of votes equal to the advisory or subadvisory fee rate paid (as a percentagenet asset value of average net assets) currently to Permal for its management services, are set out below:that share (or fractional share) as of the Record Date, so called “dollar-weighted” voting.
|
|
| ||||||||
| Manager | Shares Outstanding | Net Assets ($) | |||||||
| BrandywineGLOBAL—Alternative Credit Fund | LMPFA | Brandywine Global | ||||||||
| BrandywineGLOBAL—Diversified US Large Cap Value Fund | LMPFA | Brandywine Global | ||||||||
| BrandywineGLOBAL—Dynamic US Large Cap Value Fund | LMPFA | Brandywine Global | ||||||||
| BrandywineGLOBAL—Flexible Bond Fund | LMPFA | Brandywine Global | ||||||||
| BrandywineGLOBAL—Global High Yield Fund | LMPFA | Brandywine Global | ||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund | LMPFA | Brandywine Global | ||||||||
BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) | LMPFA | Brandywine Global | ||||||||
| BrandywineGLOBAL—Global Unconstrained Bond Fund | LMPFA | Brandywine Global | ||||||||
| BrandywineGLOBAL—International Opportunities Bond Fund | LMPFA | Brandywine Global | ||||||||
| ClearBridge Global Infrastructure Income Fund | LMPFA | RARE; Western Asset | ||||||||
| ClearBridge International Growth Fund | ClearBridge | Western Asset | ||||||||
| ClearBridge Small Cap Fund | ClearBridge | Western Asset | ||||||||
B-1
| Trust | Fund | Manager | Subadviser(s) | Total Shares Outstanding | Net Assets ($) | |||||||
| ClearBridge Value Trust | ClearBridge | Western Asset | ||||||||||
| Martin Currie Emerging Markets Fund | LMPFA |
Western Asset | ||||||||||
| Martin Currie International Unconstrained Equity Fund | LMPFA |
Western Asset | ||||||||||
| Martin Currie SMASh Series EM Fund | LMPFA |
Western Asset | ||||||||||
| QS Global Market Neutral Fund | LMPFA |
Western Asset | ||||||||||
| QS International Equity Fund | LMPFA |
| ||||||||||
| QS Strategic Real Return Fund | LMPFA | QS Investors; ClearBridge; Western Asset; Western Asset London; Western Asset Japan | ||||||||||
| QS U.S. Small Capitalization Equity Fund | LMPFA | QS Investors; Western Asset | ||||||||||
| Legg Mason Partners Equity Trust | ClearBridge Aggressive Growth Fund | LMPFA | ClearBridge; Western Asset | |||||||||
| ClearBridge All Cap Value Fund | LMPFA |
Western Asset | ||||||||||
ClearBridge; Western Asset | ||||||||||||
| ClearBridge Dividend Strategy Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
| ClearBridge International Small Cap Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
| ClearBridge International Value Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
| ClearBridge Large Cap Growth Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
| ClearBridge Large Cap Value Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
| ClearBridge Mid Cap Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
| ClearBridge Mid Cap Growth Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
| ClearBridge Select Fund | LMPFA | ClearBridge; Western Asset | ||||||||||
B-2
| Trust | Fund | Manager | Subadviser(s) | Total Shares Outstanding | Net Assets ($) | |||||
| ClearBridge Small Cap Growth Fund | LMPFA |
Western Asset | ||||||||
| ClearBridge Small Cap Value Fund | LMPFA |
Western Asset | ||||||||
| ClearBridge Sustainability Leaders Fund | LMPFA |
Western Asset | ||||||||
| ClearBridge Tactical Dividend Income Fund | LMPFA |
Western Asset | ||||||||
| QS Conservative Growth Fund | LMPFA | QS Investors; Western Asset | ||||||||
| QS Defensive Growth Fund | LMPFA | QS Investors; Western Asset | ||||||||
| QS Global Dividend Fund | LMPFA | QS Investors; Western Asset | ||||||||
| QS Global Equity Fund | LMPFA | QS Investors; Western Asset | ||||||||
| QS Growth Fund | LMPFA | QS Investors; Western Asset | ||||||||
| QS Moderate Growth Fund | LMPFA | QS Investors; Western Asset | ||||||||
| QS S&P 500 Index Fund | LMPFA | QS Investors; Western Asset | ||||||||
| QS U.S. Large Cap Equity Fund | LMPFA | QS Investors; Western Asset | ||||||||
| Legg Mason Partners Variable Equity Trust | ClearBridge Variable Aggressive Growth Portfolio | LMPFA | ClearBridge; Western Asset | |||||||
| ClearBridge Variable Appreciation Portfolio | LMPFA | ClearBridge; Western Asset | ||||||||
| ClearBridge Variable Dividend Strategy Portfolio | LMPFA | ClearBridge; Western Asset | ||||||||
| ClearBridge Variable Large Cap Growth Portfolio | LMPFA | ClearBridge; Western Asset | ||||||||
| ClearBridge Variable Large Cap Value Portfolio | LMPFA | ClearBridge; Western Asset | ||||||||
| ClearBridge Variable Mid Cap Portfolio | LMPFA | ClearBridge; Western Asset | ||||||||
| ClearBridge Variable Small Cap Growth Portfolio | LMPFA | ClearBridge; Western Asset | ||||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | LMPFA | QS Investors; Western Asset |
B-3
| Trust | Fund | Manager | Subadviser(s) | Total Shares Outstanding | Net Assets ($) | |||||
| QS Variable Conservative Growth | LMPFA | QS Investors; Western Asset | ||||||||
| QS Variable Growth | LMPFA | QS Investors; Western Asset | ||||||||
| QS Variable Moderate Growth | LMPFA | QS Investors; Western Asset | ||||||||
| Legg Mason/QS Aggressive Model Portfolio | LMPFA | QS Investors; Western Asset | ||||||||
| Legg Mason/QS Conservative Model Portfolio | LMPFA | QS Investors; Western Asset | ||||||||
| Legg Mason/QS Moderately Aggressive Model Portfolio | LMPFA | QS Investors; Western Asset | ||||||||
| Legg Mason/QS Moderately Conservative Model Portfolio | LMPFA | QS Investors; Western Asset | ||||||||
| Legg Mason/QS Moderate Model Portfolio | LMPFA | QS Investors; Western Asset |
B-4
Compensation of the Current Trustees and Nominees
Existing Board 1
Existing Board 1 currently oversees the following Funds:
| Trust | Series | |
| ||
| ClearBridge All Cap Value Fund | ||
| ClearBridge Appreciation Fund | ||
| ClearBridge Dividend Strategy Fund | ||
| ClearBridge International Small Cap Fund | ||
| ClearBridge International Value Fund | ||
| ClearBridge Large Cap Growth Fund | ||
| ClearBridge Large Cap Value Fund | ||
| ClearBridge Mid Cap Fund | ||
| ClearBridge Mid Cap Growth Fund | ||
| ClearBridge Select Fund | ||
| ClearBridge Small Cap Growth Fund | ||
| 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 Partners Variable Equity Trust | ClearBridge Variable Aggressive Growth Portfolio | |
| ClearBridge Variable Appreciation Portfolio | ||
| ClearBridge Variable Dividend Strategy Portfolio | ||
| ClearBridge Variable Large Cap Growth Portfolio | ||
| ClearBridge Variable Large Cap Value Portfolio | ||
| ClearBridge Variable Mid Cap Portfolio | ||
| ClearBridge Variable Small Cap Growth Portfolio | ||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | ||
| QS Variable Conservative Growth | ||
| QS Variable Growth | ||
| QS Variable Moderate Growth | ||
| Legg Mason/QS Aggressive Model Portfolio | ||
| Legg Mason/QS Conservative Model Portfolio | ||
| Legg Mason/QS Moderately Aggressive Model Portfolio | ||
| Legg Mason/QS Moderately Conservative Model Portfolio | ||
| Legg Mason/QS Moderate Model Portfolio |
C-1
Information for the Most Recent Year* regarding compensation paid to the Trustees of Existing Board 1 by the Funds is set forth below. The Independent Trustees of Existing Board 1 receive an annual retainer plus fees for attending each regularly scheduled Board meeting and special Board meeting he or she attends in person or by telephone. The Independent Trustees of Existing Board 1 are also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Those Independent Trustees who serve in leadership positions of Existing Board 1, as well as each committee member, receive additional compensation. All such fees paid to the Independent Trustees of Existing Board 1 are aggregate fees for serving on the combined Board of Trustees of the Trusts listed above and such fees are allocated among the Funds according to the average annual net assets of each Fund comprising such Trusts and ActiveShares® ETF Trust and Legg Mason ETF Investment Trust. Existing Board 1 reviews the level of Trustee compensation periodically and Trustee compensation may change from time to time. Ms. Jane Trust, an “interested person” (as defined in the 1940 Act) of the Funds, does not receive compensation from the Funds, but may be reimbursed for reasonable out-of-pocket expenses relating to attendance at such meetings.
* The term “Most Recent Year,” when used in this Appendix C, refers to the calendar year ended December 31, 2020, which coincides with the last fiscal year of certain of the Funds, as shown in Appendix H. The disclosure of compensation paid to Trustees by all Funds for the Most Recent Year rather than, in certain instances, a Fund’s most recent fiscal year, is provided for ease of presentation and comprehension. The compensation structure for Trustees of all Funds, generally a yearly fee plus fees per meeting attended, has not been altered since the periods covered, but compensation of Trustees varies from period to period depending on the number of meetings attended. The Funds whose fiscal years do not coincide with the calendar year do not believe that the compensation of any of their Trustees would be materially greater if disclosed for the most recent fiscal years, after taking into account the number of meetings held in each period.
C-2
Compensation Table ($)
| Fund1 | Paul R. Ades | Andrew L. Breech | Althea L. Duersten | Stephen R. Gross | Susan M. Heilbron | Howard J. Johnson2 | Jerome H. Miller | Ken Miller | Thomas F. Schlafly | Jane Trust | ||||||||||||||||||||||||||||||
| Legg Mason Partners Equity Trust |
| |||||||||||||||||||||||||||||||||||||||
| ClearBridge Aggressive Growth Fund | 43,422 | 45,242 | 43,422 | 40,388 | 40,388 | 47,670 | 44,029 | 43,904 | 43,422 | None | ||||||||||||||||||||||||||||||
| ClearBridge All Cap Value Fund | 8,761 | 9,133 | 8,761 | 8,142 | 8,142 | 9,628 | 8,885 | 8,859 | 8,761 | None | ||||||||||||||||||||||||||||||
| ClearBridge Appreciation Fund | 41,896 | 43,637 | 41,896 | 38,996 | 38,996 | 45,957 | 42,476 | 42,360 | 41,896 | None | ||||||||||||||||||||||||||||||
| ClearBridge Dividend Strategy Fund | 41,708 | 43,446 | 41,708 | 38,812 | 38,812 | 45,763 | 42,287 | 42,169 | 41,708 | None | ||||||||||||||||||||||||||||||
| ClearBridge International Small Cap Fund | 347 | 362 | 347 | 322 | 322 | 382 | 352 | 351 | 347 | None | ||||||||||||||||||||||||||||||
| ClearBridge International Value Fund | 1,694 | 1,766 | 1,694 | 1,574 | 1,574 | 1,862 | 1,718 | 1,712 | 1,694 | None | ||||||||||||||||||||||||||||||
| ClearBridge Large Cap Growth Fund | 105,955 | 110,334 | 105,955 | 98,656 | 98,656 | 116,173 | 107,414 | 107,132 | 105,955 | None | ||||||||||||||||||||||||||||||
| ClearBridge Large Cap Value Fund | 10,295 | 10,726 | 10,295 | 9,577 | 9,577 | 11,301 | 10,439 | 10,410 | 10,295 | None | ||||||||||||||||||||||||||||||
| ClearBridge Mid Cap Fund | 11,503 | 11,985 | 11,503 | 10,700 | 10,700 | 12,627 | 11,663 | 11,630 | 11,503 | None | ||||||||||||||||||||||||||||||
| ClearBridge Mid Cap Growth Fund | 564 | 587 | 564 | 524 | 524 | 619 | 571 | 570 | 564 | None | ||||||||||||||||||||||||||||||
| ClearBridge Select Fund | 6,388 | 6,645 | 6,388 | 5,960 | 5,960 | 6,987 | 6,473 | 6,458 | 6,388 | None | ||||||||||||||||||||||||||||||
| ClearBridge Small Cap Growth Fund | 26,411 | 27,509 | 26,411 | 24,579 | 24,579 | 28,974 | 26,777 | 26,705 | 26,411 | None | ||||||||||||||||||||||||||||||
| ClearBridge Small Cap Value Fund | 663 | 692 | 663 | 616 | 616 | 730 | 673 | 671 | 663 | None | ||||||||||||||||||||||||||||||
| ClearBridge Sustainability Leaders Fund | 108 | 113 | 108 | 101 | 101 | 118 | 110 | 110 | 108 | None | ||||||||||||||||||||||||||||||
| ClearBridge Tactical Dividend Income Fund | 2,019 | 2,104 | 2,019 | 1,876 | 1,876 | 2,218 | 2,047 | 2,041 | 2,019 | None | ||||||||||||||||||||||||||||||
| QS Conservative Growth Fund | 1,889 | 1,967 | 1,889 | 1,759 | 1,759 | 2,071 | 1,915 | 1,910 | 1,889 | None | ||||||||||||||||||||||||||||||
| QS Defensive Growth Fund | 817 | 851 | 817 | 761 | 761 | 896 | 829 | 826 | 817 | None | ||||||||||||||||||||||||||||||
| QS Global Dividend Fund | 2,335 | 2,431 | 2,335 | 2,174 | 2,174 | 2,560 | 2,367 | 2,361 | 2,335 | None | ||||||||||||||||||||||||||||||
C-3
| Fund1 | Paul R. Ades | Andrew L. Breech | Althea L. Duersten | Stephen R. Gross | Susan M. Heilbron | Howard J. Johnson2 | Jerome H. Miller | Ken Miller | Thomas F. Schlafly | Jane Trust | ||||||||||||||||||||||||||||||
| QS Global Equity Fund | 1,004 | 1,046 | 1,004 | 934 | 934 | 1,102 | 1,018 | 1,015 | 1,004 | None | ||||||||||||||||||||||||||||||
| QS Growth Fund | 4,533 | 4,722 | 4,533 | 4,219 | 4,219 | 4,973 | 4,596 | 4,583 | 4,533 | None | ||||||||||||||||||||||||||||||
| QS Moderate Growth Fund | 2,897 | 3,017 | 2,897 | 2,696 | 2,696 | 3,177 | 2,937 | 2,929 | 2,897 | None | ||||||||||||||||||||||||||||||
| QS S&P 500 Index Fund | 1,821 | 1,897 | 1,821 | 1,695 | 1,695 | 1,998 | 1,846 | 1,841 | 1,821 | None | ||||||||||||||||||||||||||||||
| QS U.S. Large Cap Equity Fund | 5,045 | 5,258 | 5,045 | 4,689 | 4,689 | 5,542 | 5,116 | 5,101 | 5,045 | None | ||||||||||||||||||||||||||||||
| Legg Mason Partners Variable Equity Trust |
| |||||||||||||||||||||||||||||||||||||||
| ClearBridge Variable Aggressive Growth Portfolio | 5,096 | 5,308 | 5,096 | 4,743 | 4,743 | 5,591 | 5,167 | 5,152 | 5,096 | None | ||||||||||||||||||||||||||||||
| ClearBridge Variable Appreciation Portfolio | 5,033 | 5,242 | 5,033 | 4,685 | 4,685 | 5,521 | 5,103 | 5,089 | 5,033 | None | ||||||||||||||||||||||||||||||
| ClearBridge Variable Dividend Strategy Portfolio | 2,888 | 3,008 | 2,888 | 2,688 | 2,688 | 3,168 | 2,928 | 2,920 | 2,888 | None | ||||||||||||||||||||||||||||||
| ClearBridge Variable Large Cap Growth Portfolio | 2,278 | 2,372 | 2,278 | 2,122 | 2,122 | 2,496 | 2,309 | 2,303 | 2,278 | None | ||||||||||||||||||||||||||||||
| ClearBridge Variable Large Cap Value Portfolio | 1,677 | 1,748 | 1,677 | 1,560 | 1,560 | 1,841 | 1,701 | 1,696 | 1,677 | None | ||||||||||||||||||||||||||||||
| ClearBridge Variable Mid Cap Portfolio | 1,300 | 1,356 | 1,300 | 1,209 | 1,209 | 1,429 | 1,319 | 1,315 | 1,300 | None | ||||||||||||||||||||||||||||||
| ClearBridge Variable Small Cap Growth Portfolio | 2,397 | 2,497 | 2,397 | 2,230 | 2,230 | 2,630 | 2,430 | 2,423 | 2,397 | None | ||||||||||||||||||||||||||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | 7,667 | 7,984 | 7,667 | 7,139 | 7,139 | 8,406 | 7,773 | 7,751 | 7,667 | None | ||||||||||||||||||||||||||||||
| QS Variable Conservative Growth | 568 | 592 | 568 | 529 | 529 | 623 | 576 | 574 | 568 | None | ||||||||||||||||||||||||||||||
| QS Variable Growth | 573 | 597 | 573 | 533 | 533 | 629 | 581 | 579 | 573 | None | ||||||||||||||||||||||||||||||
| QS Variable Moderate Growth | 201 | 210 | 201 | 187 | 187 | 221 | 204 | 204 | 201 | None | ||||||||||||||||||||||||||||||
| Legg Mason/QS Aggressive Model Portfolio | 56 | 58 | 56 | 53 | 53 | 61 | 57 | 57 | 56 | None | ||||||||||||||||||||||||||||||
| Legg Mason/QS Conservative Model Portfolio | 58 | 59 | 58 | 55 | 55 | 61 | 58 | 58 | 58 | None | ||||||||||||||||||||||||||||||
| Legg Mason/QS Moderately Aggressive Model Portfolio | 199 | 205 | 199 | 188 | 188 | 213 | 201 | 201 | 199 | None | ||||||||||||||||||||||||||||||
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| Fund1 | Paul R. Ades | Andrew L. Breech | Althea L. Duersten | Stephen R. Gross | Susan M. Heilbron | Howard J. Johnson2 | Jerome H. Miller | Ken Miller | Thomas F. Schlafly | Jane Trust | ||||||||||||||||||||||||||||||
| Legg Mason/QS Moderately Conservative Model Portfolio | 98 | 101 | 98 | 92 | 92 | 105 | 99 | 99 | 98 | None | ||||||||||||||||||||||||||||||
| Legg Mason/QS Moderate Model Portfolio | 189 | 195 | 189 | 180 | 180 | 203 | 191 | 191 | 189 | None | ||||||||||||||||||||||||||||||
| Total Compensation from Fund Complex | 362,000 | 377,000 | 362,000 | 337,000 | 337,000 | 397,000 | 367,000 | 365,000 | 362,000 | None | ||||||||||||||||||||||||||||||
| Number of Funds in Fund Complex Overseen by Trustee3 | 49 | 49 | 49 | 49 | 49 | 49 | 49 | 49 | 49 | 145 | ||||||||||||||||||||||||||||||
1 Information for the Most Recent Year.
2 The total amount of deferred compensation accrued (including earnings or depreciation in value of amounts deferred) through December 31, 2020 for Mr. Howard J. Johnson is $198,825.61.
3 In addition to overseeing the Funds of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust, each Trustee also currently serves as a Trustee of the one fund of ActiveShares® ETF Trust and the nine funds of Legg Mason ETF Investment Trust. Concurrently with issuance of this proxy statement, shareholders of the nine funds of Legg Mason ETF Investment Trust are being asked to elect a new slate of trustees consisting of Trustees who currently oversee the Franklin Templeton family of ETFs (the “New Legg Mason ETF Trustees”). In addition, shareholders of the one fund of ActiveShares® ETF Trust are also being asked to elect the New Legg Mason ETF Trustees. The Trustees of Existing Board 1 will not continue as Trustees of ActiveShares® ETF Trust or Legg Mason ETF Investment Trust if the New Legg Mason ETF Trustees are elected and take office.
None of the Funds currently provides any pension or retirement benefits to Trustees of Existing Board 1 or officers.
As of February 12, 2021, all Trustees of Existing Board 1 and officers as a group owned less than 1% of the outstanding shares of each Fund.
Existing Board 2
Existing Board 2 currently oversees the following Funds:
| Trust | Series | |
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—Flexible Bond Fund | ||
| BrandywineGLOBAL—Global High Yield Fund | ||
| BrandywineGLOBAL—Global Opportunities Bond Fund |
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| Trust | Series | |
Hedged) | ||
| BrandywineGLOBAL—Global Unconstrained Bond Fund | ||
| BrandywineGLOBAL—International Opportunities Bond Fund | ||
| ClearBridge Global Infrastructure Income Fund | ||
| ClearBridge International Growth 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 | ||
| QS Global Market Neutral Fund | ||
| QS International Equity Fund | ||
| QS Strategic Real Return Fund | ||
| QS U.S. Small Capitalization Equity Fund |
Information for the Most Recent Year regarding compensation paid to the Trustees of Existing Board 2 by the Funds is set forth below. The Independent Trustees of Existing Board 2 receive an annual retainer plus fees for attending each regularly scheduled Board meeting and special Board meeting he or she attends in person or by telephone. The Independent Trustees of Existing Board 2 are also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Those Independent Trustees who serve in leadership positions of Existing Board 2, receive additional compensation. All such fees paid to the Independent Trustees of Existing Board 2 are aggregate fees for serving on the Board of Trustees of the Trust listed above and such fees are allocated among the Funds according to the average annual net assets of each Fund comprising such Trust. Existing Board 2 reviews the level of Trustee compensation periodically and Trustee compensation may change from time to time. Ms. Jane Trust, an “interested person” (as defined in the 1940 Act) of the Funds, does not receive compensation from the Funds, but may be reimbursed for reasonable out-of-pocket expenses relating to attendance at such meetings.
The terms of office of Ruby P. Hearn, Jill E. McGovern, Arthur S. Mehlman, S. Ford Rowan and Robert M. Tarola, current members of Existing Board 2, will not continue with respect to the Funds once the Combined Board takes office on or about July 1, 2021. Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola are retiring from service as Trustees of the Funds. Dr. Hearn received special compensation in the amount of $2,500 for her leadership in the due diligence review pertaining to the Board combination. In recognition of their retirement, Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola will receive payments from the Funds overseen by Existing Board 2 equal to the amount of Trustee compensation she or he would have received had she or he continued to be a member of Existing Board 2 until December 31, 2021, of approximately $101,500, $105,250, $111,500,
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$101,500 and $105,250, respectively. Each Fund overseen by Existing Board 2 will pay a proportionate share (based on asset size) of these amounts. Franklin Templeton or its affiliates will reimburse the Funds for these payments, which may include waivers of management fees payable by the Funds to LMPFA.
Compensation Table ($)
| Fund1 | Ruby P. Hearn2 | Arnold L. Lehman | Robin J.W. Masters | Jill E. McGovern2 | Arthur S. Mehlman | G. Peter O’Brien | S. Ford Rowan | Robert M. Tarola | Jane Trust | |||||||||||||||||||||||||||
| Legg Mason Global Asset Management Trust |
| |||||||||||||||||||||||||||||||||||
| BrandywineGLOBAL— Alternative Credit Fund | 8,894 | 10,511 | 8,834 | 9,149 | 9,673 | 9,149 | 8,834 | 9,149 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— Diversified US Large Cap Value Fund | 9,457 | 11,134 | 9,363 | 9,695 | 10,248 | 9,695 | 9,363 | 9,695 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— Dynamic US Large Cap Value Fund | 3,035 | 3,559 | 3,000 | 3,105 | 3,279 | 3,105 | 3,000 | 3,105 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— Flexible Bond Fund | 234 | 271 | 230 | 238 | 251 | 238 | 230 | 238 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— Global High Yield Fund | 656 | 768 | 648 | 671 | 708 | 671 | 648 | 671 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— Global Opportunities Bond Fund | 47,404 | 55,765 | 46,953 | 48,606 | 51,359 | 48,606 | 46,953 | 48,606 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— Global Opportunities Bond Fund (USD Hedged) | 4,493 | 5,194 | 4,409 | 4,556 | 4,801 | 4,556 | 4,409 | 4,556 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— Global Unconstrained Bond Fund | 15,240 | 17,919 | 15,088 | 15,619 | 16,503 | 15,619 | 15,088 | 15,619 | None | |||||||||||||||||||||||||||
| BrandywineGLOBAL— International Opportunities Bond Fund | 1,357 | 1,602 | 1,345 | 1,393 | 1,473 | 1,393 | 1,345 | 1,393 | None | |||||||||||||||||||||||||||
| ClearBridge Global Infrastructure Income Fund | 492 | 575 | 486 | 503 | 531 | 503 | 486 | 503 | None | |||||||||||||||||||||||||||
| ClearBridge International Growth Fund | 60,931 | 70,878 | 60,072 | 62,098 | 65,475 | 62,098 | 60,072 | 62,098 | None | |||||||||||||||||||||||||||
| ClearBridge Small Cap Fund | 20,049 | 23,601 | 19,835 | 20,541 | 21,718 | 20,541 | 19,835 | 20,541 | None | |||||||||||||||||||||||||||
| ClearBridge Value Trust | 29,601 | 34,844 | 29,282 | 30,325 | 32,063 | 30,325 | 29,282 | 30,325 | None | |||||||||||||||||||||||||||
| Martin Currie Emerging Markets Fund | 3,468 | 4,041 | 3,422 | 3,538 | 3,732 | 3,538 | 3,422 | 3,538 | None | |||||||||||||||||||||||||||
| Martin Currie International Unconstrained Equity Fund | 168 | 192 | 165 | 170 | 178 | 170 | 165 | 170 | None | |||||||||||||||||||||||||||
| Martin Currie SMASh Series EM Fund | 2,342 | 2,692 | 2,302 | 2,375 | 2,497 | 2,375 | 2,302 | 2,375 | None | |||||||||||||||||||||||||||
| QS Global Market Neutral Fund | 1,151 | 1,349 | 1,139 | 1,178 | 1,244 | 1,178 | 1,139 | 1,178 | None | |||||||||||||||||||||||||||
| QS International Equity Fund | 4,382 | 5,147 | 4,334 | 4,487 | 4,741 | 4,487 | 4,334 | 4,487 | None | |||||||||||||||||||||||||||
| QS Strategic Real Return Fund | 1,730 | 2,029 | 1,710 | 1,770 | 1,870 | 1,770 | 1,710 | 1,770 | None | |||||||||||||||||||||||||||
| QS U.S. Small Capitalization Equity Fund | 2,914 | 3,430 | 2,881 | 2,984 | 3,156 | 2,984 | 2,881 | 2,984 | None | |||||||||||||||||||||||||||
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| Fund1 | Ruby P. Hearn2 | Arnold L. Lehman | Robin J.W. Masters | Jill E. McGovern2 | Arthur S. Mehlman | G. Peter O’Brien | S. Ford Rowan | Robert M. Tarola | Jane Trust | |||||||||||||||||||||||||||
| Total Compensation from Fund Complex | 218,000 | 255,500 | 215,500 | 223,000 | 483,800 | 471,300 | 215,500 | 223,000 | None | |||||||||||||||||||||||||||
| Number of Funds in Fund Complex Overseen by Trustee3 | 20 | 20 | 20 | 20 | 36 | 36 | 20 | 20 | 145 | |||||||||||||||||||||||||||
1 Information for the Most Recent Year.
2 The total amount of deferred compensation accrued (including earnings or depreciation in value of amounts deferred) through December 31, 2020 for each participating Trustee is as follows: Ruby P. Hearn $74,008.78; and Jill E. McGovern $1,698,683.94. Effective January 1, 2016, Trustees can no longer defer earned compensation.
3 In addition to overseeing the Funds of Legg Mason Global Asset Management Trust, Arthur S. Mehlman and G. Peter O’Brien serve as Director/Trustee of the Royce Family of Funds consisting of 16 portfolios.
None of the Funds currently provides any pension or retirement benefits to Trustees of Existing Board 2 or officers.
As of February 12, 2021, all Trustees of Existing Board 2 and officers as a group owned less than 1% of the outstanding shares of each Fund.
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The following table shows the amount of equity securities owned by the current Trustees and Nominees in the Funds that they oversee or are nominated to oversee as of February 12, 2021. Because of regulatory restrictions, the current Trustees and Nominees are prohibited from owning shares of the Funds that are series of Legg Mason Partners Variable Equity Trust, which are offered to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies.
| Name of Trustee or Nominee | Fund Name/(Dollar Range of Equity Securities in Fund) | Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or To Be Overseen by the Nominee in Fund Complex | |||
Paul R. Ades |
ClearBridge Appreciation Fund ($50,001 - $100,000) ClearBridge Dividend Strategy Fund ($50,001 - $100,000) ClearBridge Large Cap Growth Fund ($50,001 - $100,000) ClearBridge Small Cap Growth Fund ($50,001 - $100,000) | Over $100,000 | |||
| ClearBridge Large Cap Growth Fund (Over $100,000) ClearBridge Large Cap Value Fund (Over $100,000) ClearBridge Mid Cap Fund ($1 - $10,000) ClearBridge Select Fund (Over $100,000) | ||||
Althea L. Duersten | ClearBridge Large Cap Growth Fund (Over $100,000) | Over $100,000 | |||
Stephen R. Gross | ClearBridge Aggressive Growth Fund ($50,001 - $100,000) ClearBridge Dividend Strategy Fund ($50,001 - $100,000) | Over $100,000 | |||
Susan M. Heilbron | ClearBridge Large Cap Growth Fund ($50,001 - $100,000) ClearBridge Select Fund ($50,001 - $100,000) | Over $100,000 |
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| Name of Nominee | Fund Name/(Dollar Range of Equity Securities in Fund) | Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or To Be Overseen by the Nominee in Fund Complex | ||
Howard J. Johnson | ClearBridge Aggressive Growth Fund ($10,001 - $50,000) ClearBridge All Cap Value Fund (Over $100,000) ClearBridge Appreciation Fund ($10,001 - $50,000) ClearBridge Dividend Strategy Fund (Over $100,000) ClearBridge Mid Cap Fund ($50,001 - $100,000) | Over $100,000 | ||
Arnold L. Lehman | BrandywineGLOBAL—Diversified US Large Cap Value Fund ($10,001 - $50,000) BrandywineGLOBAL—Dynamic US Large Cap Value Fund ($10,001 - $50,000) BrandywineGLOBAL—Global High Yield Fund ($10,001 - $50,000) BrandywineGLOBAL—Global Opportunities Bond Fund ($10,001 - $50,000) BrandywineGLOBAL—Global Unconstrained Bond Fund ($1 - $10,000) ClearBridge International Growth Fund (Over $100,000) ClearBridge Small Cap Fund ($50,001 - $100,000) QS U.S. Small Capitalization Equity Fund ($10,001 - $50,000) ClearBridge Global Infrastructure Income Fund (Over $100,000) | Over $100,000 |
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| Name of Trustee or Nominee | Fund Name/(Dollar Range of Equity Securities in Fund) | Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or To Be Overseen by the Nominee in Fund Complex | ||
Robin J.W. Masters | BrandywineGLOBAL—Alternative Credit Fund ($10,001 - $50,000) BrandywineGLOBAL—Global High Yield Fund ($10,001 - $50,000) BrandywineGLOBAL—Global Opportunities Bond Fund ($10,001 - $50,000) BrandywineGLOBAL—Global Unconstrained Bond Fund ($10,001 - $50,000) ClearBridge International Growth Fund ($50,001 - $100,000) ClearBridge Small Cap Fund ($10,001 - $50,000) ClearBridge Value Trust ($50,001 - $100,000) Martin Currie Emerging Markets Fund ($10,001 - $50,000) Martin Currie International Unconstrained Equity Fund ($50,001 - $100,000) QS Strategic Real Return Fund ($10,001 - $50,000) ClearBridge Global Infrastructure Income Fund ($10,001 - $50,000) | Over $100,000 | ||
Jerome H. Miller | ClearBridge Aggressive Growth Fund (Over $100,000) ClearBridge Appreciation Fund ($50,001 - $100,000) ClearBridge Dividend Strategy Fund (Over $100,000) ClearBridge Mid Cap Fund ($10,001 - $50,000) | Over $100,000 | ||
Ken Miller | ClearBridge Select Fund (Over $100,000) | Over $100,000 |
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| Name of Trustee or Nominee | Fund Name/(Dollar Range of Equity Securities in Fund) | Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or To Be Overseen by the Nominee in Fund Complex | ||
G. Peter O’Brien | ClearBridge Aggressive Growth Fund ($10,001 - $50,000) ClearBridge Global Infrastructure Income Fund ($50,000 - $100,000) ClearBridge International Growth Fund (Over $100,000) ClearBridge Select Fund ($50,001 - $100,000) ClearBridge Small Cap Fund ($50,001 - $100,000) ClearBridge Value Trust (Over $100,000) Martin Currie International Unconstrained Equity Fund ($50,000 - $100,000) | Over $100,000 | ||
Thomas F. Schlafly | ClearBridge Large Cap Growth Fund (Over $100,000) ClearBridge Large Cap Value Fund (Over $100,000) ClearBridge Mid Cap Fund (Over $100,000) | Over $100,000 | ||
Jane Trust | BrandywineGLOBAL—Global Opportunities Bond Fund (Over $100,000) ClearBridge Appreciation Fund ($50,001 - $100,000) ClearBridge Dividend Strategy Fund ($50,001 - $100,000) | Over $100,000 | ||
Ruby P. Hearn | BrandywineGLOBAL—Alternative Credit Fund ($10,001 - $50,000) ClearBridge International Growth Fund (Over $100,000) ClearBridge Small Cap Fund ($50,001 - $100,000) ClearBridge Value Trust (Over $100,000) QS U.S. Small Capitalization Equity Fund ($10,001 - $50,000) | Over $100,000 | ||
Jill E. McGovern | ClearBridge Small Cap Fund (Over $100,000) ClearBridge Value Trust (Over $100,000) | Over $100,000 |
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| Name of Trustee or Nominee | Fund Name/(Dollar Range of Equity Securities in Fund) | Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or To Be Overseen by the Nominee in Fund Complex | ||
Arthur S. Mehlman | ClearBridge International Growth Fund (Over $100,000) ClearBridge Small Cap Fund (Over $100,000) ClearBridge Value Trust (Over $100,000) | Over $100,000 | ||
S. Ford Rowan | ClearBridge International Growth Fund (Over $100,000) ClearBridge Small Cap Fund (Over $100,000) ClearBridge Value Trust (Over $100,000) QS International Equity Fund ($50,000 - $100,000) | Over $100,000 | ||
Robert M. Tarola | BrandywineGLOBAL—Global Opportunities Bond Fund (Over $100,000) ClearBridge International Growth Fund ($10,001 - $50,000) ClearBridge Small Cap Fund ($10,001 - $50,000) ClearBridge Value Trust ($50,001 - $100,000) QS International Equity Fund ($10,001 - $50,000) | Over $100,000 |
None of the current Independent Trustees or Independent Trustee Nominees or their family members had any interest in the a Fund’s manager, subadviser(s), LMIS, or any person directly or indirectly controlling, controlled by, or under common control with the Fund’s manager, subadviser(s) or LMIS as of February 12, 2021.
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Standing Committees of the Existing Boards
The business and affairs of each Trust are managed by or under the direction of its Board.
Audit Committee. Each Existing Board has a standing Audit Committee comprised of all of its Trustees who are Independent Trustees. The current Audit Committee members of Existing Board 1 are: Andrew L. Breech (Chair), Paul R. Ades, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller and Thomas F. Schlafly. The current Audit Committee members of Existing Board 2 are: Ruby P. Hearn,1 Arnold L. Lehman, Robin J.W. Masters, Jill E. McGovern,1 Arthur S. Mehlman (Chair),1 G. Peter O’Brien, S. Ford Rowan1 and Robert M. Tarola1 (Vice Chair).
The primary purposes of each Board’s Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Trust, the quality of each Fund’s financial statements and the independent audit thereof, the qualifications and independence of the Trust’s independent registered public accounting firm, and the Trust’s compliance with legal and regulatory requirements. The Audit Committee acts as liaison between the Trust’s independent auditor and the Board. The Audit Committee reviews the scope of the Trust’s audit, accounting and financial reporting policies and practices and internal controls. The Audit Committee approves, and recommends to the Independent Trustees for their ratification, the selection, appointment, retention or termination of the Trust’s independent registered public accounting firms. The Audit Committee also approves all audit and permissible non-audit services provided by the Trust’s independent registered public accounting firm to the Fund’s manager and any affiliated service providers if the engagement relates directly to a Trust’s operations and financial reporting.
During the Most Recent Year, the Audit Committee of Board 1 met four times, and the Audit Committee of Board 2 met three times.
Governance and Nominating Committees. Each Existing Board has standing governance and nominating committees. As discussed below, Existing Board 1 has a Governance Committee, which has formed a Compensation and Nominating sub-Committee. Existing Board 2 has a committee that is called the Nominating and Governance Committee.
Existing Board 1 has a standing Governance Committee comprising all of its Trustees who are Independent Trustees. The current Governance Committee members of Existing Board 1 are: Paul R. Ades, Andrew L. Breech, Althea L. Duersten (Chair),
1 Current Trustee of Existing Board 2 whose term of office as a Trustee will not continue once the Combined Board takes office on or about July 1, 2021. Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola are retiring from service as Trustees of the Funds.
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Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller and Thomas F. Schlafly. The Governance Committee is charged with overseeing Board governance and related Trustee practices, including selecting and nominating persons for election or appointment by the Board as Trustees of the Trust. The Governance Committee has formed the Compensation and Nominating sub-Committee, which is responsible for, among other things, selecting and recommending candidates to fill vacancies on the Board. The current members of the Compensation and Nominating sub-Committee of Board 1 are: Paul R. Ades, Andrew L. Breech, Howard J. Johnson, Ken Miller (Chair) and Thomas F. Schlafly. The Governance Committee of Board 1 met four times in the Most Recent Year. The Compensation and Nominating sub-Committee of Board 1 met one time in the Most Recent Year. The Governance Committee of Board 1 and the Compensation and Nominating sub-Committee of Board 1 are hereinafter referred to collectively as the “Governance and Nominating Committee of Board 1.”
Existing Board 2 has a standing committee, called the Nominating and Governance Committee, comprising all of its Trustees who are Independent Trustees. The current Nominating and Governance Committee members of Existing Board 2 are: Ruby P. Hearn,1 Arnold L. Lehman, Robin J.W. Masters, Jill E. McGovern (Co-Chair),1 Arthur S. Mehlman,1 G. Peter O’Brien (Co-Chair), S. Ford Rowan1 and Robert M. Tarola1. The Nominating and Governance Committee is responsible for, among other things, reviewing and nominating candidates for positions as Trustees and to fill vacancies on the Board. The Nominating and Governance Committee of Board 2 met one time in the Most Recent Year. The Nominating and Governance Committee of Board 2 is hereinafter referred to as the “Governance and Nominating Committee of Board 2.”
Each Governance and Nominating Committee may consider nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should send recommendations to the Trusts’ Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees as described in the Governance and Nominating Committee charter for each Trust found in Appendix F. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. A copy of the Governance and Nominating Committee charter for each Trust is included in Appendix F. The Governance and Nominating Committees’ charters are not currently made available on the Funds’ websites.
Each Governance and Nominating Committee also identifies potential nominees through its network of contacts and may also engage, if it deems appropriate, a professional search firm. The Committee meets to discuss and consider such candidates’ qualifications for Board membership and their independence from each Fund’s investment adviser and other principal service providers and then chooses a candidate by majority vote. None of the Governance and Nominating Committees has specific, minimum qualifications for nominees. None of the Governance and
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Nominating Committees has established specific qualities or skills that it regards as necessary for one or more of the Trustees to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, in evaluating a person as a potential nominee to serve as a Trustee, the Governance and Nominating Committee of Existing Board 1 may consider the following factors, among any others it may deem relevant:
whether or not the person is an “interested person,” as defined in the 1940 Act, and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee;
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser, service providers or their affiliates;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes;
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Trustee;
the contribution which the person can make to the Board (or, if the person has previously served as a Trustee, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant;
the character and integrity of the person; and
whether or not the selection and nomination of the person would be consistent with the requirements of the retirement policies of the Trust, as applicable.
In evaluating a person as a potential nominee to serve as a Trustee, the Governance and Nominating Committee of Existing Board 2 shall consider the effect of any relationships delineated in the 1940 Act or other types of relationships, e.g., business, financial or family relationships with the investment adviser(s) or other principal service providers, which might impair independence. In determining candidates’ qualifications for Board membership, the Governance and Nominating Committee of Board 2 may consider all factors it may determine to be relevant to fulfilling the role of being a member of the Board.
The Existing Boards have additional standing committees, as follows:
Existing Board 1
Existing Board 1 has a Contract Committee that is charged with assisting the Board in requesting and evaluating such information from each Fund’s manager and
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the subadviser(s) as may reasonably be necessary to evaluate the terms of the Fund’s investment management agreement, subadvisory arrangements and distribution arrangements. The current Contract Committee members are: Paul R. Ades, Susan M. Heilbron (Chair) and Ken Miller. During the Most Recent Year, the Contract Committee met one time.
Existing Board 1 has a Performance Committee that is charged with assisting the Board in carrying out its oversight responsibilities over the Fund and fund management with respect to investment management, objectives, strategies, policies and procedures, performance and performance benchmarks, and the applicable risk management process. The current Performance Committee members are: Althea L. Duersten, Howard J. Johnson, Jerome H. Miller (Chair), Thomas F. Schlafly and Jane Trust (ex-officio). During the Most Recent Year, the Performance Committee met four times.
Existing Board 2
Existing Board 2 has an Independent Trustees Committee, the purposes of which are (i) to review the Trust’s advisory, subadvisory and distribution arrangements and Rule 12b-1 Plans and related agreements in accordance with the 1940 Act; (ii) to assist the Independent Trustees in carrying out their responsibilities pursuant to Rule 38a-1 under the 1940 Act; (iii) to assist the Independent Trustees in fulfilling their responsibilities pursuant to Rule 0-1 under the 1940 Act; (iv) to provide Independent Trustees an opportunity to exchange views and formulate positions separately from management; and (v) to oversee issues related to the Independent Trustees that are not specifically delegated to another Board Committee. The current members of the Independent Trustees Committee are: Ruby P. Hearn,1 Arnold L. Lehman (Board Chair), Robin J.W. Masters, Jill E. McGovern,1 Arthur S. Mehlman,1 G. Peter O’Brien, S. Ford Rowan1 and Robert M. Tarola1. During the Most Recent Year, the Independent Trustees Committee met eight times.
Committee Structure of Combined Board
The Existing Boards expect that, if the Nominees are elected, the Combined Board will maintain the standing committees of Existing Board 1 (the Audit Committee, the Governance Committee, the Compensation and Nominating Committee, the Contract Committee and the Performance Committee), comprising some or all of the Independent Trustees, with the functions and responsibilities described above. The Combined Board could choose to adopt a different committee structure or to modify its committee structure, or any other aspect of its governance structure, at any time.
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Governance and Nomination Committee Charters
(Existing Board 1)
Governance Committee Charter
Establishment and Purpose
This document serves as the Charter for the Governance Committee (the “Committee”) of the Board of each registered investment company (the “Trust”) listed in Appendix A hereto and each series thereof (each, a “Fund”). The primary purposes of the Committee are to
| (a) | select and nominate persons for election or appointment by the Board as Trustees of the Trust; |
| (b) | oversee Board governance and related Trustee practices; and |
| (c) | evaluate and make recommendations to the Board to enhance the performance of the Board. |
Duties and Responsibilities
The Committee shall:
| 1. | Consider standards or qualifications for Independent Trustee nominees and identify and evaluate individuals believed to be qualified to become Independent Trustees of the Fund. |
| 2. | Recommend to the Board nominees for election or appointment. |
| 3. | Consider and periodically make recommendations to the Board on matters concerning Board governance and performance, and related matters. In this regard, the Committee will coordinate, with the assistance of fund and Independent Trustee counsel, a self-assessment, to be conducted by the full Board at least annually, covering at least the matters required by applicable law. |
| 4. | Consider and periodically make recommendations to the Board regarding Trustee practices and matters, including compensation, insurance arrangements and retirement. |
The Committee may also carry out any other duties or responsibilities delegated to the Committee by the Board from time to time.
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain, as it deems necessary to carry out its duties, special counsel and other experts or consultants at the expense of the Fund. The Fund shall provide appropriate funding, as determined by the Committee, for the Committee to carry out its duties and its responsibilities, including (a) for payment of
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compensation to any outside legal, accounting or other advisors, counsel or consultants employed by the Committee and (b) for the ordinary administrative expenses of the Committee. In performing its duties, the Committee shall consult as it deems appropriate with the members of the Board, officers and employees of the Fund, the Fund’s investment manager, the Fund’s sub-adviser(s), if any, the Fund’s counsel, counsel to the Independent Trustees and the Fund’s other service providers.
Evaluation of Potential Nominees
In evaluating a person as a potential nominee to serve as a Trustee of the Trust, the Committee should consider among other factors it may deem relevant:
whether or not the person is an “interested person” as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee of the Trust;
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with management, the investment manager of the Fund, other Fund service providers or their affiliates;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes;
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Trustee of the Trust;
the contribution which the person can make to the Board and the Trust (or, if the person has previously served as a Trustee of the Trust, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person’s business and professional experience and education and such other factors as the Committee may consider relevant;
the character and integrity of the person; and
whether or not the selection and nomination of the person would be consistent with the requirements of the Trust’s retirement policies.
While the Committee is solely responsible for the selection and nomination of Trustees, the Committee may consider nominees recommended by Fund shareholders as it deems appropriate. Shareholders who wish to recommend a nominee should send nominations to the Secretary of the Trust that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees. The recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders.
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After a determination by the Committee that a person should be selected and nominated as a Trustee of the Trust, the Committee shall present its recommendation to the full Board for its consideration.
Composition
The Committee shall be composed solely of such number of Trustees who have been determined not to be “interested persons,” as that term is defined in Section 2(a)(19) of the 1940 Act, of the Trust (“Independent Trustees”) as the Board of the Trust may specifically determine and reflect in the Board’s minutes. The Committee shall elect a Chairperson, who shall preside over Committee meetings.
Meetings
The Committee shall meet on a regular basis, but not less frequently than twice a year. Special meetings may also be held upon reasonable notice to the members of the Committee. An agenda shall be established for each meeting. Meetings of the Committee may be held in person, by telephone or by other appropriate means. The Committee may take action by unanimous written consent in lieu of a meeting.
One-third of the Committee’s members, but not fewer than two members, shall constitute a quorum. At any meeting of the Committee, the decision of a majority of the members present and voting shall be determinative as to any matter submitted to a vote.
Reporting
The Chairperson shall report regularly to the Board on the results of the Committee’s deliberations and make such recommendations as deemed appropriate.
Amendments
This Charter may be amended by a vote of the majority of the Trustees.
Amended: February 1, 2017
Amended: November 6, 2019
Appendix A
ActiveShares® ETF Trust
Legg Mason ETF Investment Trust
Legg Mason Partners Equity Trust
Legg Mason Partners Variable Equity Trust
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(Existing Board 2)
LEGG MASON FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
Nominating and Governance Committee Membership
The Nominating and Governance Committee (“Committee”) of the Legg Mason Funds (each a “Fund,” and, collectively, the “Funds”) (i) shall be composed solely of members of the Board of Trustees of each Fund (“Board”) who are not “interested persons” of their respective Funds (“Independent Trustees”), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”), and the rules thereunder, and (ii) shall consist of those Independent Trustees selected by the Board.
Duties and Powers of the Committee
| 1. | The Committee shall periodically review the composition of the Board and the backgrounds of the Board members to determine whether it may be appropriate to recommend adding or removing Trustees. The Committee shall propose to the Board and the Independent Trustees changes to the number of positions on the Board and the addition or removal of Trustees. |
| 2. | The Committee shall recommend to the Independent Trustees of the Funds the selection and nomination of candidates for Independent Trustee, whether proposed to be appointed by the Board or to be elected by shareholders. The Committee may consider recommendations for candidates from any sources it deems appropriate. The Committee shall evaluate candidates’ qualifications for Board membership and their independence from each Fund’s investment adviser and other principal service providers. The Committee shall consider the effect of any relationships delineated in the 1940 Act or other types of relationships, e.g., business, financial or family relationships with the investment adviser(s) or other principal service providers, which might impair independence. In determining candidates’ qualifications for Board membership, the Committee may consider all factors it may determine to be relevant to fulfilling the role of being a member of the Boards. |
| 3. | The Committee shall nominate candidates for the Board committees for selection by the Board. |
| 4. | The Committee shall nominate individuals to serve in the positions of Board Chair and, for each committee, the committee chair, committee co-chairs and/or committee vice chair, for selection by the Board. |
| 5. | The Committee shall recommend to the Board policies concerning, among other things: (1) Independent Trustee compensation; (20 deferred |
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| compensation plans; (3) retirement; (4) attendance at and preparation for meetings; (5) Independent Trustee investment in the Funds; and (6) resources available for Independent Trustees, including relevant publications and conferences. |
| 6. | The Committee shall oversee the process for the annual evaluation of the performance of the full Board and its committees. The evaluation shall include a consideration of the effectiveness of the committee structure of the Board and the number of funds overseen by the Independent Trustees. |
| 7. | The Committee may establish and periodically review criterion for selection of candidates for Independent Trustee. |
Operations of the Committee
| 1. | The Committee shall normally meet at least annually and is empowered to hold special meetings as circumstances require. The chair, one of the co-chairs or a majority of the members shall be authorized to call a meeting of the Committee and send notice thereof. Notice of meetings shall be made to each member by any reasonable means at least one week in advance of a meeting, except two days’ notice of a meeting shall be sufficient when, in the judgment of a chair or a majority of the members, more notice is impractical or special circumstances exist requiring a meeting in less than a week’s time. |
| 2. | The Committee shall ordinarily meet in person at times and dates that correspond to Board meetings, but may, when necessary, have telephonic meetings and may act by written consent, to the extent permitted by law. In-person attendance of meetings is expected; however, under special circumstances, individual members may attend a meeting telephonically when they are unable to attend the |
The Committee shall have the resources and authority appropriate to |
| 4. | The Committee may delegate one or more of its members to carry out particular activities on behalf of the Committee. |
| 5. | A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a duly constituted meeting at which a quorum is present or action as evidenced by one or more writings signed by a majority of Committee members (which writings may be executed and/or |
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| 6. | The Committee shall review this Charter at least annually and | Board. |
EnTrustRevised: February 12, 2003
There are two registered investment companies that have an investment goal similar to thatRevised: August 6, 2015
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Officers of the Fund for which EnTrust would serve as the investment adviser should they commence investment operations. Trusts
The nameofficers of each such investment company, togetherTrust, their ages and their principal occupations during the past five years (their titles may have varied during that period) are shown in the tables below. The address of each officer is 100 International Drive, Baltimore, MD 21202, unless otherwise indicated. Officers receive no compensation from the Funds, although they may be reimbursed for reasonable travel expenses for attending meetings of the Boards. Each officer is an “interested person” (as defined in the 1940 Act) of the Trust of which the Fund is a part by virtue of that individual’s position with information concerningFranklin Templeton or its affiliates described in the advisory fee to be paid to EnTrust, are set outtable below.
Name and Year of Birth | Position(s) with Trust | Length of Time Served1 | Principal Occupation(s) During Past 5 Years | |||
Jane Trust, CFA Born 1962 | President and Chief Executive Officer2 | Since 2015 | Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 135 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015) | |||
Jenna Bailey Born 1978 100 First Stamford Place, 5th Floor Stamford, CT 06902 | Identity Theft Prevention Officer | Since 2015 | Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020) | |||
Ted P. Becker Born 1951 620 Eighth Avenue, 47th Floor New York, NY 10018 | Chief Compliance Officer | Since 2007 | Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020) | |||
Christopher Berarducci Born 1974 620 Eighth Avenue, 47th Floor, New York, NY 10018 |
Financial Officer |
|
|
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of Birth | with Trust | Time Served1 | ||||
Marc A. De Oliveira Born 1971 100 First Stamford Place, 6th Floor Stamford, CT 06902 | Secretary and Chief Legal Officer | Since 2020 | Associate General Counsel of | |||
Jeanne M. Kelly Born 1951 620 Eighth Avenue, 47th Floor New York, NY 10018 | Senior Vice President | Since 2007 | U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LM Asset Services, LLC (“LMAS”) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (formerly registered investment advisers) (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020), and Senior Vice President of LMFAM (2013 to 2015) | |||
Susan Kerr Born 1949 620 Eighth Avenue, 47th Floor New York, NY 10018 | Chief Anti-Money Laundering Compliance Officer | Since 2013 | Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of LMIS; formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020) | |||
Thomas C. Mandia Born 1962 100 First Stamford Place., 6th Floor Stamford, CT 06902 | Senior Vice President | Since 2020 | Senior Associate General Counsel to Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LMAS (since 2002) and LMFAM (formerly registered investment advisers) (since 2013); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020) |
1 If an officer has held offices for different Funds for different periods of time, the earliest applicable date is shown. Each officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.
2 Ms. Trust also currently serves as a Trustee on Existing Board 1 and Existing Board 2.
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OWNERSHIP OF SHARESAudit Fees, Audit-Related Fees, Non-Audit Fees, Tax Fees and All Other Fees
To the Fund’s knowledge, as of February 29, 2016, the following shareholders owned or held of record 5% or more of the outstanding shares of the following classes of the Fund:to Independent Registered Public Accountants
Audit Fees, Audit-Related Fees and Non-Audit Fees
| Audit Fees | Audit-Related Fees | |||||||||||||||||
| Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||||||
| Legg Mason Partners Equity Trust | ||||||||||||||||||
| ClearBridge Aggressive Growth Fund | Aug. 31 | 74,491 | 74,991 | None | None | |||||||||||||
| ClearBridge All Cap Value Fund | Sept. 30 | 33,402 | 33,902 | None | None | |||||||||||||
| ClearBridge Appreciation Fund | Oct. 31 | 50,492 | 50,992 | None | None | |||||||||||||
| ClearBridge Dividend Strategy Fund | Dec. 31 | 49,557 | 50,057 | None | None | |||||||||||||
| ClearBridge International Small Cap Fund | Sept. 30 | 34,666 | 35,166 | None | None | |||||||||||||
| ClearBridge International Value Fund | Oct. 31 | 35,219 | 35,719 | None | None | |||||||||||||
| ClearBridge Large Cap Growth Fund | Nov. 30 | 37,006 | 37,506 | None | None | |||||||||||||
| ClearBridge Large Cap Value Fund | Oct. 31 | 30,639 | 31,139 | None | None | |||||||||||||
| ClearBridge Mid Cap Fund | Oct. 31 | 36,300 | 36,800 | None | None | |||||||||||||
| ClearBridge Mid Cap Growth Fund | Oct. 31 | 29,829 | 30,329 | None | None | |||||||||||||
| ClearBridge Select Fund | Oct. 31 | 29,491 | 29,991 | None | None | |||||||||||||
| ClearBridge Small Cap Growth Fund | Oct. 31 | 39,616 | 40,116 | None | None | |||||||||||||
| ClearBridge Small Cap Value Fund | Sept. 30 | 27,799 | 28,299 | None | None | |||||||||||||
| ClearBridge Sustainability Leaders Fund | Oct. 31 | 30,040 | 30,540 | None | None | |||||||||||||
| ClearBridge Tactical Dividend Income Fund | Oct. 31 | 27,497 | 27,997 | None | None | |||||||||||||
| QS Conservative Growth Fund | Jan. 31 | 25,981 | 26,481 | None | None | |||||||||||||
| QS Defensive Growth Fund | Jan. 31 | 25,342 | 25,842 | None | None | |||||||||||||
| QS Global Dividend Fund | Sept. 30 | 25,540 | 26,040 | None | None | |||||||||||||
| QS Global Equity Fund | Oct. 31 | 34,612 | 35,112 | None | None | |||||||||||||
| QS Growth Fund | Jan. 31 | 27,480 | 27,980 | None | None | |||||||||||||
| QS Moderate Growth Fund | Jan. 31 | 26,579 | 27,079 | None | None | |||||||||||||
| QS S&P 500 Index Fund | Sept. 30 | 37,294 | 37,794 | None | None | |||||||||||||
| QS U.S. Large Cap Equity Fund | Nov. 30 | 34,779 | 35,279 | None | None | |||||||||||||
| Legg Mason Partners Variable Equity Trust | ||||||||||||||||||
| ClearBridge Variable Aggressive Growth Portfolio | Dec. 31 | 28,083 | 28,583 | None | None | |||||||||||||
| ClearBridge Variable Appreciation Portfolio | Dec. 31 | 27,920 | 28,420 | None | None | |||||||||||||
| ClearBridge Variable Dividend Strategy Portfolio | Dec. 31 | 28,524 | 29,024 | None | None | |||||||||||||
| ClearBridge Variable Large Cap Growth Portfolio | Dec. 31 | 25,284 | 25,784 | None | None | |||||||||||||
| ClearBridge Variable Large Cap Value Portfolio | Dec. 31 | 25,927 | 26,427 | None | None | |||||||||||||
| ClearBridge Variable Mid Cap Portfolio | Dec. 31 | 25,301 | 25,801 | None | None | |||||||||||||
| ClearBridge Variable Small Cap Growth Portfolio | Dec. 31 | 27,965 | 28,465 | None | None | |||||||||||||
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| Audit Fees | Audit-Related Fees | |||||||||||||||||
| Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | Dec. 31 | 31,984 | 32,484 | None | None | |||||||||||||
| QS Variable Conservative Growth | Dec. 31 | 25,194 | 25,694 | None | None | |||||||||||||
| QS Variable Growth | Dec. 31 | 25,247 | 25,747 | None | None | |||||||||||||
| QS Variable Moderate Growth | Dec. 31 | 24,973 | 25,473 | None | None | |||||||||||||
| Legg Mason/QS Aggressive Model Portfolio | Dec. 31 | 21,000 | N/A | None | None | |||||||||||||
| Legg Mason/QS Conservative Model Portfolio | Dec. 31 | 21,000 | N/A | None | None | |||||||||||||
| Legg Mason/QS Moderately Aggressive Model Portfolio | Dec. 31 | 21,000 | N/A | None | None | |||||||||||||
| Legg Mason/QS Moderately Conservative Model Portfolio | Dec. 31 | 21,000 | N/A | None | None | |||||||||||||
| Legg Mason/QS Moderate Model Portfolio | Dec. 31 | 21,000 | N/A | None | None | |||||||||||||
| Legg Mason Global Asset Management Trust | ||||||||||||||||||
| BrandywineGLOBAL—Alternative Credit Fund | Oct. 31 | 42,678 | 42,780 | None | None | |||||||||||||
| BrandywineGLOBAL—Diversified US Large Cap Value Fund | Sept. 30 | 32,423 | 32,627 | None | None | |||||||||||||
| BrandywineGLOBAL—Dynamic US Large Cap Value Fund | Sept. 30 | 32,423 | 32,627 | None | None | |||||||||||||
| BrandywineGLOBAL—Flexible Bond Fund | Dec. 31 | 43,600 | 43,693 | None | None | |||||||||||||
| BrandywineGLOBAL—Global High Yield Fund | Sept. 30 | 44,871 | 44,951 | None | None | |||||||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund | Dec. 31 | 54,233 | 54,221 | None | None | |||||||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) | Dec. 31 | 30,000 | 25,611 | None | None | |||||||||||||
| BrandywineGLOBAL—Global Unconstrained Bond Fund | Oct. 31 | 42,814 | 42,915 | None | None | |||||||||||||
| BrandywineGLOBAL—International Opportunities Bond Fund | Dec. 31 | 46,245 | 46,312 | None | None | |||||||||||||
| ClearBridge Global Infrastructure Income Fund | Sept. 30 | 38,397 | 38,542 | None | None | |||||||||||||
| ClearBridge International Growth Fund | Oct. 31 | 35,638 | 35,810 | None | None | |||||||||||||
| ClearBridge Small Cap Fund | Oct. 31 | 45,899 | 45,969 | None | None | |||||||||||||
| ClearBridge Value Trust | Oct. 31 | 41,872 | 41,982 | None | None | |||||||||||||
| Martin Currie Emerging Markets Fund | Sept. 30 | 41,136 | 41,253 | None | None | |||||||||||||
| Martin Currie International Unconstrained Equity Fund | May 31 | 40,706 | 40,828 | None | None | |||||||||||||
| Martin Currie SMASh Series EM Fund | July 31 | 27,500 | 28,000 | None | None | |||||||||||||
| QS Global Market Neutral Fund | Sept. 30 | 39,593 | 39,726 | None | None | |||||||||||||
| QS International Equity Fund | Sept. 30 | 38,079 | 38,227 | None | None | |||||||||||||
| QS Strategic Real Return Fund | Sept. 30 | 69,088 | 68,929 | None | None | |||||||||||||
| QS U.S. Small Capitalization Equity Fund | Dec. 31 | 36,937 | 37,096 | None | None | |||||||||||||
H-2
Tax Fees and All Other Fees
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Shareholders that own of record or beneficially more than 25% of the Fund’s outstanding shares may be considered a controlling person of the Fund. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of the Fund. As of February 29, 2016, the following persons were known by the Fund to own beneficially or of record more than 25% of the Fund’s outstanding shares:
|
| Tax Fees | All Other Fees | |||||||||||||||
| Fund | Year End | |||||||||||||||||
|
Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | ||||||||||||||
| Legg Mason Partners Equity Trust | ||||||||||||||||||
|
| None | None | None | None | |||||||||||||
| ClearBridge All Cap Value Fund | Sept. 30 | None | None | None | None | |||||||||||||
| ClearBridge Appreciation Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Dividend Strategy Fund | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge International Small Cap Fund | Sept. 30 | None | None | None | None | |||||||||||||
| ClearBridge International Value Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Large Cap Growth Fund | Nov. 30 | None | None | None | None | |||||||||||||
| ClearBridge Large Cap Value Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Mid Cap Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Mid Cap Growth Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Select Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Small Cap Growth Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Small Cap Value Fund | Sept. 30 | None | None | None | None | |||||||||||||
| ClearBridge Sustainability Leaders Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Tactical Dividend Income Fund | Oct. 31 | None | None | None | None | |||||||||||||
| QS Conservative Growth Fund | Jan. 31 | None | None | None | None | |||||||||||||
| QS Defensive Growth Fund | Jan. 31 | None | None | None | None | |||||||||||||
| QS Global Dividend Fund | Sept. 30 | None | None | None | None | |||||||||||||
| QS Global Equity Fund | Oct. 31 | None | None | None | None | |||||||||||||
| QS Growth Fund | Jan. 31 | None | None | None | None | |||||||||||||
| QS Moderate Growth Fund | Jan. 31 | None | None | None | None | |||||||||||||
| QS S&P 500 Index Fund | Sept. 30 | None | None | None | None | |||||||||||||
| QS U.S. Large Cap Equity Fund | Nov. 30 | None | None | None | None | |||||||||||||
| Legg Mason Partners Variable Equity Trust | None | None | None | None | ||||||||||||||
| ClearBridge Variable Aggressive Growth Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge Variable Appreciation Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge Variable Dividend Strategy Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge Variable Large Cap Growth Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge Variable Large Cap Value Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge Variable Mid Cap Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge Variable Small Cap Growth Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| QS Variable Conservative Growth | Dec. 31 | None | None | None | None | |||||||||||||
| QS Variable Growth | Dec. 31 | None | None | None | None | |||||||||||||
| QS Variable Moderate Growth | Dec. 31 | None | None | None | None | |||||||||||||
| Legg Mason/QS Aggressive Model Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
The Trustees
H-3
| Tax Fees | All Other Fees | |||||||||||||||||
| Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||||||
| Legg Mason/QS Conservative Model Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| Legg Mason/QS Moderately Aggressive Model Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| Legg Mason/QS Moderately Conservative Model Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| Legg Mason/QS Moderate Model Portfolio | Dec. 31 | None | None | None | None | |||||||||||||
| Legg Mason Global Asset Management Trust | None | None | None | None | ||||||||||||||
| BrandywineGLOBAL—Alternative Credit Fund | Oct. 31 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—Diversified US Large Cap Value Fund | Sept. 30 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—Dynamic US Large Cap Value Fund | Sept. 30 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—Flexible Bond Fund | Dec. 31 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—Global High Yield Fund | Sept. 30 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund | Dec. 31 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) | Dec. 31 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—Global Unconstrained Bond Fund | Oct. 31 | None | None | None | None | |||||||||||||
| BrandywineGLOBAL—International Opportunities Bond Fund | Dec. 31 | None | None | None | None | |||||||||||||
| ClearBridge Global Infrastructure Income Fund | Sept. 30 | None | None | None | None | |||||||||||||
| ClearBridge International Growth Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Small Cap Fund | Oct. 31 | None | None | None | None | |||||||||||||
| ClearBridge Value Trust | Oct. 31 | None | None | None | None | |||||||||||||
| Martin Currie Emerging Markets Fund | Sept. 30 | None | None | None | None | |||||||||||||
| Martin Currie International Unconstrained Equity Fund | May 31 | None | None | None | None | |||||||||||||
| Martin Currie SMASh Series EM Fund | July 31 | None | None | None | None | |||||||||||||
| QS Global Market Neutral Fund | Sept. 30 | None | None | None | None | |||||||||||||
| QS International Equity Fund | Sept. 30 | None | None | None | None | |||||||||||||
| QS Strategic Real Return Fund | Sept. 30 | None | None | None | None | |||||||||||||
| QS U.S. Small Capitalization Equity Fund | Dec. 31 | None | None | None | None | |||||||||||||
H-4
Aggregate Non-Audit Fees for Services Provided to Each Fund and officersits Affiliated Services Providers Pre-Approved by the Audit Committee
| Aggregate Non-Audit Fees | ||||||||||
| Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
| Legg Mason Partners Equity Trust | ||||||||||
| ClearBridge Aggressive Growth Fund | Aug. 31 | 443,845 | 463,263 | |||||||
| ClearBridge All Cap Value Fund | Sept. 30 | 857,833 | 265,845 | |||||||
| ClearBridge Appreciation Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Dividend Strategy Fund | Dec. 31 | 541,900 | 331,500 | |||||||
| ClearBridge International Small Cap Fund | Sept. 30 | 857,833 | 265,845 | |||||||
| ClearBridge International Value Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Large Cap Growth Fund | Nov. 30 | 857,834 | 347,570 | |||||||
| ClearBridge Large Cap Value Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Mid Cap Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Mid Cap Growth Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Select Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Small Cap Growth Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Small Cap Value Fund | Sept. 30 | 857,833 | 265,845 | |||||||
| ClearBridge Sustainability Leaders Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| ClearBridge Tactical Dividend Income Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| QS Conservative Growth Fund | Jan. 31 | 364,937 | 678,000 | |||||||
| QS Defensive Growth Fund | Jan. 31 | 364,937 | 678,000 | |||||||
| QS Global Dividend Fund | Sept. 30 | 857,833 | 265,845 | |||||||
| QS Global Equity Fund | Oct. 31 | 857,833 | 262,345 | |||||||
| QS Growth Fund | Jan. 31 | 364,937 | 678,000 | |||||||
| QS Moderate Growth Fund | Jan. 31 | 364,937 | 678,000 | |||||||
| QS S&P 500 Index Fund | Sept. 30 | 857,833 | 265,845 | |||||||
| QS U.S. Large Cap Equity Fund | Nov. 30 | 857,834 | 347,570 | |||||||
| Legg Mason Partners Variable Equity Trust | ||||||||||
| ClearBridge Variable Aggressive Growth Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| ClearBridge Variable Appreciation Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| ClearBridge Variable Dividend Strategy Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| ClearBridge Variable Large Cap Growth Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| ClearBridge Variable Large Cap Value Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| ClearBridge Variable Mid Cap Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| ClearBridge Variable Small Cap Growth Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | Dec. 31 | 674,925 | 544,232 | |||||||
| QS Variable Conservative Growth | Dec. 31 | 674,925 | 544,232 | |||||||
| QS Variable Growth | Dec. 31 | 674,925 | 544,232 | |||||||
| QS Variable Moderate Growth | Dec. 31 | 674,925 | 544,232 | |||||||
| Legg Mason/QS Aggressive Model Portfolio | Dec. 31 | 674,925 | n/a | |||||||
| Legg Mason/QS Conservative Model Portfolio | Dec. 31 | 674,925 | n/a | |||||||
| Legg Mason/QS Moderately Aggressive Model Portfolio | Dec. 31 | 674,925 | n/a | |||||||
| Legg Mason/QS Moderately Conservative Model Portfolio | Dec. 31 | 674,925 | n/a | |||||||
| Legg Mason/QS Moderate Model Portfolio | Dec. 31 | 674,925 | n/a | |||||||
H-5
| Aggregate Non-Audit Fees | ||||||||||
| Fund | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
| Legg Mason Global Asset Management Trust | ||||||||||
| BrandywineGLOBAL—Alternative Credit Fund | Oct. 31 | 888,953 | 526,116 | |||||||
| BrandywineGLOBAL—Diversified US Large Cap Value Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| BrandywineGLOBAL—Dynamic US Large Cap Value Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| BrandywineGLOBAL—Flexible Bond Fund | Dec. 31 | 691,380 | 657,336 | |||||||
| BrandywineGLOBAL—Global High Yield Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund | Dec. 31 | 691,380 | 657,336 | |||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) | Dec. 31 | 691,380 | 657,336 | |||||||
| BrandywineGLOBAL—Global Unconstrained Bond Fund | Oct. 31 | 888,953 | 526,116 | |||||||
| BrandywineGLOBAL—International Opportunities Bond Fund | Dec. 31 | 691,380 | 657,336 | |||||||
| ClearBridge Global Infrastructure Income Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| ClearBridge International Growth Fund | Oct. 31 | 888,953 | 526,116 | |||||||
| ClearBridge Small Cap Fund | Oct. 31 | 888,953 | 526,116 | |||||||
| ClearBridge Value Trust | Oct. 31 | 888,953 | 526,116 | |||||||
| Martin Currie Emerging Markets Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| Martin Currie International Unconstrained Equity Fund | May 31 | 657,336 | 678,000 | |||||||
| Martin Currie SMASh Series EM Fund | July 31 | 657,336 | 463,523 | |||||||
| QS Global Market Neutral Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| QS International Equity Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| QS Strategic Real Return Fund | Sept. 30 | 1,105,712 | 386,151 | |||||||
| QS U.S. Small Capitalization Equity Fund | Dec. 31 | 691,380 | 657,336 | |||||||
H-6
As of February 12, 2021, the following persons owned of record the amounts indicated of the Trust, and membersshares of their families as a group,the class of the Funds indicated. Please note that certain Funds do not have share classes. Shareholders who beneficially owned less than 1%own 25% or more of the outstanding shares of a Fund or who are otherwise deemed to “control” the Fund asmay be able to determine or significantly influence the outcome of February 29, 2016.matters submitted to a vote of the Fund’s shareholder.
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST | ||||||||||
| ClearBridge Aggressive Growth Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 6,610,145.212 | 21.70% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 15,727,088.198 | 51.62% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 148,596.958 | 7.43% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 118,671.420 | 5.94% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 297,226.887 | 14.87% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 319,160.355 | 15.97% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 103,550.857 | 5.18% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 536,944.809 | 26.86% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 5,339.149 | 21.69% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 2,280.674 | 9.26% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | FI | 3,072.576 | 12.48% | |||||||
AMERICAN UNITED LIFE INS CO GROUP RETIREMENT ANNUITY PO BOX 368, INDIANAPOLIS IN 46206-0368 | FI | 6,100.489 | 24.78% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 339,107.966 | 8.00% | |||||||
I-1
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Aggressive Growth Fund (continued) | ||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 323,443.448 | 7.63% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 275,704.929 | 6.50% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 442,903.370 | 10.45% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 1,518,725.189 | 35.83% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 405,281.367 | 9.56% | |||||||
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 78,883.026 | 5.07% | |||||||
SCHOLARS CHOICE COLL SVGS PROG US AGGRESSIVE EQUITY INDIV FD OPT 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 257,740.535 | 16.56% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 251,183.255 | 16.14% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 99,179.137 | 6.37% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | IS | 483,618.955 | 31.07% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 29,819.413 | 14.06% | |||||||
VOYA INSTITUTIONAL TRUST COMPANY ONE ORANGE WAY, WINDSOR CT 06095-4773 | R | 12,689.515 | 5.98% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | R | 70,490.939 | 33.23% | |||||||
| ClearBridge All Cap Value Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 21,042,656.850 | 19.51% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 66,883,479.299 | 62.03% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 51,919.117 | 5.85% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 202,270.330 | 22.79% | |||||||
I-2
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge All Cap Value Fund (continued) | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 68,117.839 | 7.68% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 60,483.993 | 6.82% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 303,882.277 | 34.24% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 142,798.092 | 7.97% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 1,106,337.133 | 61.74% | |||||||
SAMUEL M PETERS 4214 GREENWAY, BALTIMORE MD 21218-1134 | I | 106,543.548 | 5.95% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 40,601.329 | 47.31% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 6,489.400 | 7.56% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 10,714.905 | 12.48% | |||||||
GREAT-WEST TRUST COMPANY LLC TTEE F EMPLOYEE BNFTS CLNTS 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | IS | 15,610.287 | 18.19% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 8,771.233 | 10.22% | |||||||
| ClearBridge Appreciation Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 55,427,012.552 | 30.14% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 85,523,193.972 | 46.51% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 379,200.995 | 9.28% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 454,573.528 | 11.12% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 1,610,231.460 | 39.39% | |||||||
AMERICAN UNITED LIFE INS CO GROUP RETIREMENT ANNUITY PO BOX 368, INDIANAPOLIS IN 46206-0368 | FI | 18,401.666 | 19.91% | |||||||
I-3
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Appreciation Fund (continued) | ||||||||||
AMERICAN UNITED LIFE INS CO GROUP RETIREMENT ANNUITY PO BOX 368, INDIANAPOLIS IN 46206-0368 | FI | 6,915.472 | 7.48% | |||||||
RELIANCE TRUST COMPANY FBO MASSMUTUAL RGSTRD PRDCT PO BOX 28004, ATLANTA GA 30358 | FI | 8,148.673 | 8.82% | |||||||
MID ATLANTIC TRUST COMPANY FBO AUTOHAUS ON EDENS, INC. 401 (K) PLN 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | FI | 51,624.320 | 55.86% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 1,571,431.441 | 5.17% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 4,610,782.964 | 15.16% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 1,785,512.818 | 5.87% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 8,174,096.100 | 26.88% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 2,521,078.594 | 8.29% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 4,652,599.632 | 16.22% | |||||||
SCHOLARS CHOICE COLL SVGS PROG US CORE EQUITY INDIV FD OPT 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,193,544.724 | 7.65% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 3,226,007.770 | 11.25% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 2,677,549.385 | 9.34% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,629,268.586 | 5.68% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 1,627,652.307 | 5.68% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | R | 540,524.558 | 49.98% | |||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, MIP M200-INVST, SPRINGFIELD MA 01111-0001 | R | 79,730.033 | 7.37% | |||||||
I-4
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Appreciation Fund (continued) | ||||||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | R | 63,785.859 | 5.90% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | R | 82,330.601 | 7.61% | |||||||
| ClearBridge Dividend Strategy Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 55,926,971.512 | 99.99% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 8,108,676.049 | 5.74% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 26,625,115.832 | 18.86% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 83,584,009.919 | 59.19% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 238,562.996 | 5.11% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 340,103.804 | 7.28% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 517,656.095 | 11.08% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 317,645.059 | 6.80% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 657,936.048 | 14.08% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 1,507,059.035 | 32.26% | |||||||
STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | FI | 21,781.093 | 79.51% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | FI | 3,687.962 | 13.46% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 14,910,812.449 | 39.95% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 6,912,750.648 | 18.52% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 2,423,510.136 | 6.49% | |||||||
I-5
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Dividend Strategy Fund (continued) | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 3,096,682.921 | 8.30% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 2,849,362.426 | 48.52% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 544,909.161 | 9.28% | |||||||
PRINCIPAL LIFE INS. COMPANY CUST. FBO PFG OMNBS WRPPD CSTM FNDS 711 HIGH STREET, DES MOINES, IA 50392 | IS | 1,679,218.154 | 28.59% | |||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 1,537,025.729 | 94.01% | |||||||
| ClearBridge International Small Cap Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 23,005.798 | 5.32% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | A | 25,418.571 | 5.87% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 26,989.638 | 6.24% | |||||||
GREAT-WEST TRUST CO LLC TTEE F GRT WST IRA ADV C/O FASCORE LLC 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | A | 27,837.187 | 6.43% | |||||||
NATIONWIDE TRUST COMPANY, FSB C/O IPO PRTFL ACCNTNG P.O. BOX 182029, COLUMBUS OH 43218-2029 | A | 67,046.916 | 15.49% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 23,340.190 | 5.39% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 781,237.803 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 8,344.527 | 11.42% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 4,590.882 | 6.28% | |||||||
RBC CAPITAL MARKETS, LLC FBO CUSTOMERS 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110 | C | 6,701.808 | 9.17% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 5,142.126 | 7.04% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 18,942.330 | 25.92% | |||||||
I-6
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge International Small Cap Fund (continued) | ||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 14,558.596 | 19.92% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 98,777.818 | 5.36% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 440,307.651 | 23.90% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 756,547.619 | 41.06% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 109,604.167 | 5.95% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 7,785.685 | 7.83% | |||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, MIP M200-INVST, SPRINGFIELD MA 01111-0001 | IS | 68,866.303 | 69.26% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 9,376.232 | 9.43% | |||||||
| ClearBridge International Value Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 1,672,489.273 | 14.66% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 7,414,421.562 | 64.98% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 29,186.631 | 7.32% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 40,977.124 | 10.28% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 120,994.255 | 30.35% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 76,523.760 | 19.20% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 876,166.533 | 26.73% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 259,653.396 | 7.92% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 589,051.737 | 17.97% | |||||||
I-7
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge International Value Fund (continued) | ||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 1,037,820.773 | 31.66% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,780,991.406 | 25.40% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 3,272,371.751 | 46.67% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,121,315.601 | 15.99% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 28,024.178 | 46.61% | |||||||
EQUITABLE LIFE FOR SEPARATE ACCT 65 EQUITABLE LIFE 200 PLAZA DR, SECAUCUS NJ 07094 | R | 27,110.275 | 45.09% | |||||||
ASCENSUS TRUST CO FBO AERO STUDIOS LIMITED 401(K)/PS PLAN 590022 P.O. BOX 10758, FARGO, ND 58106 | R | 3,621.436 | 6.02% | |||||||
| ClearBridge Large Cap Growth Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 11,503,808.299 | 22.84% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 5,603,422.176 | 11.13% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 11,924,974.691 | 23.68% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 646,075.410 | 5.57% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 667,915.624 | 5.76% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 1,014,486.849 | 8.75% | |||||||
STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 669,981.358 | 5.78% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 1,290,100.591 | 11.12% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 2,162,449.458 | 18.64% | |||||||
I-8
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Large Cap Growth Fund (continued) | ||||||||||
GREAT-WEST TRUST CO LLC TTEE F PRNC WLLM CNTY 457 C/O FASCORE LLC 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 693,359.362 | 5.98% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 1,768,626.202 | 15.25% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 11,201,521.000 | 7.49% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 17,118,875.459 | 11.45% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 17,266,299.505 | 11.54% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 47,369,918.195 | 31.67% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 9,423,109.339 | 16.51% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 8,418,096.743 | 14.75% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 6,318,011.450 | 11.07% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 4,485,010.332 | 7.86% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | O | 707,340.621 | 6.68% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | O | 623,490.019 | 5.89% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | O | 847,225.952 | 8.00% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | O | 677,283.497 | 6.40% | |||||||
DCGT AS TTEE/CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | R | 225,456.171 | 8.66% | |||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 1,267,088.221 | 48.67% | |||||||
I-9
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Large Cap Value Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 5,221,368.118 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 886,810.268 | 6.16% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 6,114,716.525 | 42.47% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 6,390,279.084 | 99.97% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 38,625.471 | 6.47% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 72,002.817 | 12.05% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 37,885.229 | 6.34% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 152,152.686 | 25.47% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 2,226,219.311 | 9.17% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,001,252.301 | 8.25% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 1,450,240.545 | 5.98% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 576,059.088 | 30.99% | |||||||
SEI PRIVATE TRUST COMPANY C/O MIDFIRST ID 901 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | IS | 473,465.895 | 25.47% | |||||||
MAC & CO A/C 998485 500 GRANT STREET, ROOM 151-1010, PITTSBURGH PA 15258 | IS | 148,853.826 | 8.01% | |||||||
MAC & CO A/C 998486 500 GRANT STREET, ROOM 151-1010, PITTSBURGH PA 15258 | IS | 119,083.060 | 6.41% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 114,619.733 | 6.17% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 6,802.714 | 78.69% | |||||||
MATRIX TRUST COMPANY CUST. FBO ADCOR INDUSTRIES, INC. 401(K) PLAN 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,114.159 | 12.89% | |||||||
I-10
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Large Cap Value Fund (continued) | ||||||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 509.848 | 5.90% | |||||||
| ClearBridge Mid Cap Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 96,984.159 | 100.00% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 5,553,142.598 | 18.00% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 15,477,877.824 | 50.17% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 58,425.636 | 5.40% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 131,108.573 | 12.12% | |||||||
STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 87,394.307 | 8.08% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 62,526.581 | 5.78% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 105,962.145 | 9.79% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 98,158.220 | 9.07% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 221,278.704 | 20.45% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 906,215.693 | 9.57% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 1,695,803.725 | 17.91% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 498,433.388 | 5.26% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 1,670,001.055 | 17.64% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 762,045.409 | 8.05% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 486,035.730 | 5.13% | |||||||
I-11
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Mid Cap Fund (continued) | ||||||||||
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 5,317,609.674 | 58.86% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 818,865.347 | 9.06% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | R | 264,521.312 | 16.38% | |||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, MIP M200-INVST, SPRINGFIELD MA 01111-0001 | R | 186,019.044 | 11.52% | |||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 609,479.296 | 37.73% | |||||||
| ClearBridge Mid Cap Growth Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 19,231.402 | 5.76% | |||||||
STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | A | 26,274.209 | 7.88% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 37,238.638 | 11.16% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 99,286.314 | 29.76% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 1,989,178.691 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 13,154.894 | 14.36% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 12,322.050 | 13.45% | |||||||
GARTRELL FAMILY GST EXEMPT TRUST FBO EDWARD CONANT GARTRELL JR 1017 MERIDIAN ST N, HUNTSVILLE AL 35801-4635 | C | 6,068.968 | 6.62% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 14,507.321 | 15.83% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 8,382.484 | 9.15% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 6,041.877 | 6.59% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 80,684.764 | 11.19% | |||||||
I-12
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Mid Cap Growth Fund (continued) | ||||||||||
SAXON & CO. FBO 20350023403902 P.O. BOX 7780-1888, PHILADELPHIA PA 19182 | I | 246,483.148 | 34.19% | |||||||
BRIAN M ANGERAME 153 SPOONWOOD RD, WILTON CT 06897-4120 | I | 63,927.652 | 8.87% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 6,477.453 | 11.52% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 5,577.234 | 9.92% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | IS | 35,608.549 | 63.34% | |||||||
RELIANCE TRUST COMPANY TRSTEE FBO PIZZA LUCE RTIRMNT SVNGS PLN 401 2ND AVE N STE 210, MINNEAPOLIS MN 554012097 | IS | 2,984.364 | 5.31% | |||||||
ELLEN ZOBRIST TTEE FBO PEPSI NEW HAVEN 401K C/O FASCORE LLC 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 1,093.409 | 29.59% | |||||||
PAI TRUST COMPANY, INC. MEDIA SERVICES WORLD WIDE LLC 401(K 1300 ENTERPRISE DRIVE, DE PERE WI 541150000 | R | 277.899 | 7.52% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 2,168.396 | 58.69% | |||||||
| ClearBridge Select Fund | ||||||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | A | 430,852.836 | 6.29% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 381,714.858 | 5.57% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 927,666.582 | 13.53% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 7,790,361.701 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 220,079.723 | 13.62% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 370,023.642 | 22.90% | |||||||
STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 216,508.301 | 13.40% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 113,041.985 | 6.99% | |||||||
I-13
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Select Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 308,576.511 | 19.09% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 58,748.505 | 40.95% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 55,421.216 | 38.63% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 2,274,830.283 | 10.39% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 2,631,555.943 | 12.02% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 3,078,232.267 | 14.06% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 4,297,452.964 | 19.64% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 2,681,692.492 | 12.25% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 3,481,535.288 | 15.91% | |||||||
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 766,155.486 | 17.43% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 284,076.608 | 6.46% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 580,569.838 | 13.21% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,314,508.675 | 29.91% | |||||||
| ClearBridge Small Cap Growth Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 106,575.556 | 100.00% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 3,138,020.369 | 12.13% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 1,439,426.453 | 5.56% | |||||||
PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 005 NYC HLTH + HSPITLS TDA 55 WATER STREET, 26TH FLOOR, 26-118, NEW YORK NY 10041 | A | 1,658,311.346 | 6.41% | |||||||
I-14
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Small Cap Growth Fund (continued) | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 7,663,705.596 | 29.63% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 23,230.729 | 8.62% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 24,449.706 | 9.07% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 34,507.949 | 12.80% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 16,694.741 | 6.19% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 36,152.595 | 13.41% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | FI | 41,802.358 | 17.93% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | FI | 11,746.342 | 5.04% | |||||||
PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 009 JYHWK FNE CHMCLS 401(K) 8545 SOUTH EAST JAYHAWK DRIVE, GALENA KS 66739 | FI | 32,022.387 | 13.73% | |||||||
FIIOC FBO HORIZONS 401(K) PLAN 100 MAGELLAN WAY (KW1C), COVINGTON KY 41015-1987 | FI | 18,626.669 | 7.99% | |||||||
PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 105 ROMAC IND, INC. 401(K) 21919 20TH AVE SE, SUITE 100, BOTHELL WA 980214404 | FI | 98,097.340 | 42.07% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 6,578,695.763 | 22.27% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 2,911,148.020 | 9.85% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 3,449,218.348 | 11.67% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 4,459,541.319 | 15.09% | |||||||
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 3,319,100.015 | 5.80% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 12,160,109.617 | 21.26% | |||||||
I-15
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Small Cap Growth Fund (continued) | ||||||||||
DCGT AS TTEE/CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | IS | 3,165,806.016 | 5.53% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 3,901,930.134 | 6.82% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | IS | 6,424,603.899 | 11.23% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 7,265,986.743 | 12.70% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | R | 578,813.742 | 29.62% | |||||||
DCGT AS TTEE/CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | R | 105,055.654 | 5.38% | |||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 265,606.443 | 13.59% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | R | 613,012.106 | 31.37% | |||||||
| ClearBridge Small Cap Value Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 1,794,209.725 | 30.86% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 1,863,580.981 | 32.06% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 17,249.204 | 5.47% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 123,967.655 | 39.28% | |||||||
BARBARA WOLF TTEE FBO MDCS FRNSCS PA 401K PSP C/O FASCORE LLC 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 21,388.898 | 6.78% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 30,919.880 | 9.38% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 125,227.174 | 38.01% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 18,963.143 | 5.76% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 49,354.960 | 16.88% | |||||||
I-16
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Small Cap Value Fund (continued) | ||||||||||
MORI & CO 922 WALNUT ST, MAILSTOP TBTS 2, KANSAS CITY MO 64106 | IS | 18,897.298 | 6.46% | |||||||
TIAA, FSB CUST/TTEE FBO: RETIREMENT PLANS 211 NORTH BROADWAY, SUITE 1000, ST. LOUIS, MO 63102-2733 | IS | 203,154.053 | 69.50% | |||||||
| ClearBridge Sustainability Leaders Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 16,553.074 | 7.40% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 27,554.584 | 12.33% | |||||||
UMB BANK NA FBO FIDUCIARY FOR RET PROGRAMS ONE SECURITY BENEFIT PLACE, TOPEKA KS 66636-1000 | A | 170,057.915 | 76.07% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 3,332.043 | 10.51% | |||||||
ASCENSUS TRUST COMPANY FBO SWDSH-AMRCN CHMB OF COM 226264 P.O. BOX 10758, FARGO, ND 58106 | FI | 2,106.686 | 6.65% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 24,773.473 | 78.17% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 88,982.061 | 6.51% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 92,988.472 | 6.80% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | I | 927,500.738 | 67.83% | |||||||
DEREK DEUTSCH 20 WILMOT CIR, SCARSDALE NY 10583-6722 | I | 70,220.435 | 5.14% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 5,868.123 | 24.85% | |||||||
OPPENHEIMER & CO INC CUST FBO COLETTE LAFOND BALL IRA UMA 314 COLLINS AVE, FLEETWOOD NY 10552 | IS | 2,977.824 | 12.61% | |||||||
OPPENHEIMER & CO INC. FBO FBO RACHEL I CLAR ROTH IRA PAS FLEX 615 EDGEWOOD AVE, ROCHESTER NY 14618 | IS | 6,411.840 | 27.16% | |||||||
| OPPENHEIMER & CO INC. FBO OBYA PRPRTY LLC FBO RCHL I CLAR SP IRA EDGEWOOD AVE, ROCHESTER NY 14618 | IS | 1,188.498 | 5.03% | |||||||
OPPENHEIMER & CO. INC. FBO TARA M WILSON PAS DIRECTED 2328 ROWE DR, SANTA ROSA CA 95403 | IS | 3,285.970 | 13.92% | |||||||
I-17
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| ClearBridge Sustainability Leaders Fund (continued) | ||||||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | IS | 1,436.070 | 6.08% | |||||||
| ClearBridge Tactical Dividend Income Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 3,323,721.599 | 43.54% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 1,889,355.050 | 24.75% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 2,988,613.107 | 100.00% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 184,361.725 | 6.99% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 268,921.439 | 10.19% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 538,941.298 | 20.43% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 500,405.971 | 18.96% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 211,866.546 | 8.03% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 155,330.869 | 5.89% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 365,461.450 | 13.85% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 702,109.429 | 24.64% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 460,515.155 | 16.16% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 146,596.079 | 5.15% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 190,755.682 | 6.70% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 356,751.209 | 12.52% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 427,897.263 | 15.02% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C P.O. BOX 78446, ATLANTA GA 30357 | IS | 1,027,740.635 | 92.36% | |||||||
I-18
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| QS Conservative Growth Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 17,296,850.254 | 85.91% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 180,185.416 | 59.50% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 21,156.536 | 6.99% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 29,205.223 | 9.64% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 65,561.150 | 39.60% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 16,691.173 | 10.08% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 55,718.517 | 33.65% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST SOTERIX MEDICAL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 369.647 | 7.91% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST. IHOP—NADIA & NADINE 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 2,027.567 | 43.39% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST . ONE WAY DEVELOPMENT 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 914.444 | 19.57% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 926.642 | 19.83% | |||||||
| QS Defensive Growth Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 7,712,388.745 | 83.68% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 11,019.762 | 16.07% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 15,318.492 | 22.34% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 7,805.912 | 11.38% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 10,287.468 | 15.00% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 11,832.137 | 17.26% | |||||||
I-19
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| QS Defensive Growth Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 7,249.568 | 10.57% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 3,723.487 | 23.62% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY NJ 07310 | C1 | 1,908.884 | 12.11% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 9,277.161 | 58.85% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 16,190.886 | 11.57% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 49,637.554 | 35.47% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 14,000.318 | 10.00% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 15,072.355 | 10.77% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 12,771.155 | 9.13% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 13,607.078 | 9.72% | |||||||
MID ATLANTIC TRUST COMPANY FBO CAPTEC ENGINEERING INC 401(K) 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | I | 8,373.301 | 5.98% | |||||||
MATRIX TRUST CO FOR ADVISOR TRUST PYRLL IRA ROTH- NAZARENE APSTL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 3,420.491 | 50.46% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST SOTERIX MEDICAL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 553.785 | 8.17% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST HLLRD CTY SCHLS 403(B) PLN 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 407.329 | 6.01% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST IHOP - NADIA & NADINE, INC 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 2,164.479 | 31.93% | |||||||
| QS Global Dividend Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 10,011.716 | 20.72% | |||||||
I-20
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| QS Global Dividend Fund (continued) | ||||||||||
BNYM I S TRUST CO CUST ROLLOVER IRA HOPE E MUCKLOW 375 HARROGATE SPRINGS ROAD, WETUMPKA AL 36093-3609 | A | 5,024.697 | 10.40% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | A | 9,991.670 | 20.68% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 6,399.660 | 13.25% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | A | 9,873.554 | 20.44% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 800,227.350 | 100.00% | |||||||
STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 2,286.973 | 34.42% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 3,918.588 | 58.98% | |||||||
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | FI | 928.058 | 40.09% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 272.283 | 11.76% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | FI | 1,114.472 | 48.15% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 80,724.721 | 70.99% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 27,644.115 | 24.31% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 5,325,213.614 | 20.02% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 3,327,802.411 | 12.51% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 2,128,117.974 | 8.00% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 1,637,057.779 | 6.16% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 1,811,155.232 | 6.81% | |||||||
I-21
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| QS Global Dividend Fund (continued) | ||||||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 4,455,409.028 | 16.75% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 3,008,018.139 | 11.31% | |||||||
STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 2,366,659.731 | 8.90% | |||||||
| QS Global Equity Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 73,997.468 | 100.00% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 5,810,167.068 | 68.62% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 6,596.724 | 10.56% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 3,513.890 | 5.63% | |||||||
ANDREA LEOPOLD TTEE FBO CHLDRNS SMLS DNTL CRE 401K C/O FASCORE 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 11,903.100 | 19.06% | |||||||
CAPITAL BANK & TRUST COMPANY TTEE F CT WILSON CONSTRUCTION 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 7,524.173 | 12.05% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 86,600.348 | 10.74% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | I | 443,776.739 | 55.04% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 69,399.782 | 8.61% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 40,902.233 | 5.07% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | IS | 1,958.352 | 100.00% | |||||||
| QS Growth Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 41,279,812.897 | 90.64% | |||||||
I-22
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| QS Growth Fund (continued) | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 40,765.402 | 12.32% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 54,617.696 | 16.50% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 28,232.811 | 8.53% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 99,037.468 | 29.92% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 21,973.796 | 6.64% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 48,932.834 | 14.78% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 10,846.472 | 7.81% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 34,951.609 | 25.16% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 15,659.484 | 11.27% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 26,872.258 | 19.35% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 9,166.346 | 6.60% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST PYRLL IRA- EDBL ARR 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,831.932 | 27.36% | |||||||
MATRIX TRUST COMPANY AS AGENT FOR ADVISOR TRUST SOTERIX MEDICAL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 403.826 | 6.03% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST, INC. CENNAIRUS PYRLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,207.009 | 18.03% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST, INC. CENNAIRUS PYRLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 819.640 | 12.24% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST, INC. CENNAIRUS PYRLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,120.640 | 16.74% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST IHOP - NADIA & NADINE 717 17TH STREET, SUITE 1300, DENVER CO 8020 | R | 618.912 | 9.24% | |||||||
I-23
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| QS Moderate Growth Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 24,826,051.571 | 86.09% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 39,938.227 | 15.76% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 55,416.006 | 21.87% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 26,628.261 | 10.51% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 74,010.015 | 29.21% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 38,947.848 | 16.87% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 14,058.725 | 6.09% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 46,265.616 | 20.03% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 62,449.662 | 27.04% | |||||||
MATRIX TRUST COMPANY AS AGENT FOR ADVISOR TRUST SOTERIX MEDICAL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 947.217 | 11.14% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST MRQS ZINC PLUS, LLC. PYRL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 441.315 | 5.19% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST CENNAIRUS PYRLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,519.104 | 17.87% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST IHOP - NADIA & NADINE 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,890.060 | 22.24% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST ONE WAY DEVELOPMENT 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 2,859.023 | 33.64% | |||||||
| QS S&P 500 Index Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 619,844.163 | 6.83% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 5,568,815.569 | 61.36% | |||||||
I-24
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
| QS S&P 500 Index Fund (continued) | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | D | 361,526.400 | 45.59% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | D | 164,891.023 | 20.79% | |||||||
VOYA INSTITUTIONAL TRUST COMPANY ONE ORANGE WAY, WINDSOR CT 06095-4773 | D | 205,525.573 | 25.92% | |||||||
| QS U.S. Large Cap Equity Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 1,920.844 | 40.83% | |||||||
PAI TRUST COMPANY, INC. TRIGINIX CORP 401(K) P/S PLAN 1300 ENTERPRISE DRIVE, DE PERE WI 541150000 | FI | 256.010 | 5.44% | |||||||
PAI TRUST COMPANY, INC. RHNL CONSULTING INC 401(K) P/S PLAN 1300 ENTERPRISE DRIVE, DE PERE WI 541150000 | FI | 342.920 | 7.29% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | FI | 1,786.995 | 37.99% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | I | 3,255.640 | 100.00% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 6,036,083.142 | 16.83% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 4,260,511.737 | 11.88% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 2 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 1,882,001.336 | 5.25% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 2,675,001.363 | 7.46% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 5,249,843.085 | 14.64% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 4,423,840.408 | 12.33% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 1,981,938.394 | 5.53% | |||||||
STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 6,233,993.089 | 17.38% | |||||||
I-25
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS VARIABLE EQUITY TRUST | ||||||||||
| ClearBridge Variable Aggressive Growth Portfolio | ||||||||||
METLIFE INSURANCE CO USA SHAREHOLDER ACCOUNTING DEPT 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 10,574,965.063 | 49.03% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 8,951,488.544 | 41.50% | |||||||
TIAA-CREF LIFE SEP ACCNT VA-1 OF TIAA-CREF LIFE INS CO 8500 ANDREW CARNEGIE BLVD E2/N5, CHARLOTTE NC 28262-8500 | I | 1,134,729.976 | 5.26% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 768,522.933 | 10.12% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 1,937,268.648 | 25.51% | |||||||
SEPARATE ACCOUNT A OF PACIFIC LIFE, INSURANCE COMPANY 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | II | 499,933.030 | 6.58% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 1,863,394.824 | 24.54% | |||||||
PACIFIC SELECT EXEC SEPARATE ACCOUNT OF PACIFIC LIFE 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | II | 806,838.566 | 10.63% | |||||||
| ClearBridge Variable Appreciation Portfolio | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 4,816,131.016 | 37.30% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 7,463,360.977 | 57.80% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 425,237.142 | 11.24% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 1,385,548.783 | 36.63% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | II | 1,880,034.979 | 49.71% | |||||||
| ClearBridge Variable Dividend Strategy Portfolio | ||||||||||
OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | I | 2,298,240.899 | 47.18% | |||||||
I-26
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | ||||||||||
| ClearBridge Variable Dividend Strategy Portfolio (continued) | ||||||||||
JEFFERSON NATIONAL LIFE INS CO ATTN SEPARATE ACCOUNTS 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | I | 469,429.194 | 9.64% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 1,306,189.710 | 26.82% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 395,153.613 | 8.11% | |||||||
MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | II | 1,407,574.277 | 8.35% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 2,296,534.124 | 13.62% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 2,468,539.600 | 14.64% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 9,870,825.220 | 58.53% | |||||||
| ClearBridge Variable Large Cap Growth Portfolio | ||||||||||
JEFFERSON NATIONAL LIFE INS CO ATTN SEPARATE ACCOUNTS 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | I | 781,842.191 | 17.34% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 3,454,719.976 | 76.62% | |||||||
MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | II | 513,664.482 | 7.27% | |||||||
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 485,457.719 | 6.87% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 5,847,204.301 | 82.78% | |||||||
| ClearBridge Variable Large Cap Value Portfolio | ||||||||||
OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | I | 4,299,470.181 | 31.27% | |||||||
GENWORTH LIFE & ANNUITY INS CO 6620 W BROAD ST BLDG 3 5TH FL, RICHMOND VA 23230-1721 | I | 737,407.178 | 5.36% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 5,313,658.531 | 38.65% | |||||||
NATIONWIDE TRUST COMPANY, NWPP C/O IPO PRTFL ACCNTNG P.O. BOX 182029, COLUMBUS OH 43218-2029 | I | 1,990,352.955 | 14.48% | |||||||
I-27
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | ||||||||||
| ClearBridge Variable Mid Cap Portfolio | ||||||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | I | 2,031,316.718 | 62.62% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 1,129,428.521 | 34.82% | |||||||
PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 2,390,497.358 | 38.04% | |||||||
MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | II | 393,685.328 | 6.26% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 2,065,954.739 | 32.88% | |||||||
PACIFIC SELECT EXEC SEPARATE ACCOUNT OF PACIFIC LIFE 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | II | 556,288.767 | 8.85% | |||||||
| ClearBridge Variable Small Cap Growth Portfolio | ||||||||||
RIVERSOURCE LIFE INSURANCE CO 10468 AMERIPRISE FINANCIAL CENTER, MINNEAPOLIS MN 55474-0001 | I | 607,726.432 | 6.32% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 1,664,021.928 | 17.29% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 3,421,779.360 | 35.56% | |||||||
PRINCIPAL LIFE INSCO CUST. FBO PRNCPL EXCTV VRBL UNVRSL LF II 711 HIGH STREET, DES MOINES, IA 50392 | I | 532,620.296 | 5.54% | |||||||
NATIONWIDE TRUST COMPANY, NWVL14 C/O IPO PRTFL ACCNTNG P.O. BOX 182029, COLUMBUS OH 43218-2029 | I | 788,067.070 | 8.19% | |||||||
PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 778,462.303 | 17.65% | |||||||
GUARDIAN INSURANCE & ANNUITY CO INC S/A R B 25Z 6255 STERNERS WAY, BETHLEHEM PA 18017-9464 | II | 274,124.711 | 6.21% | |||||||
JEFFERSON NATIONAL LIFE INS CO ATTN SEPARATE ACCOUNTS 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | II | 1,057,824.231 | 23.98% | |||||||
MINNESOTA LIFE 400 ROBERT ST N, SAINT PAUL MN 55101-2037 | II | 382,796.850 | 8.68% | |||||||
NATIONWIDE TRUST COMPANY, NWVA4 C/O IPO PRTFL ACCNTNG P.O. BOX 182029, COLUMBUS OH 43218-2029 | II | 298,318.023 | 6.76% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 809,664.456 | 18.35% | |||||||
I-28
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | ||||||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | ||||||||||
OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | I | 83,643,834.225 | 96.37% | |||||||
PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 1,514,595.750 | 58.72% | |||||||
PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 595,223.158 | 23.08% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 308,977.510 | 11.98% | |||||||
| QS Variable Conservative Growth | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 2,200,285.237 | 45.64% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 2,070,565.845 | 42.95% | |||||||
VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | N/A | 418,644.685 | 8.68% | |||||||
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 79,133.554 | 8.85% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 815,238.546 | 91.15% | |||||||
| QS Variable Growth | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 1,200,980.075 | 19.64% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 4,532,506.145 | 74.11% | |||||||
| QS Variable Moderate Growth | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 1,772,321.633 | 80.14% | |||||||
VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | N/A | 380,216.653 | 17.19% | |||||||
| Legg Mason/QS Aggressive Model Portfolio | ||||||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | I | 234,569.263 | 97.89% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | II | 6,726,161.473 | 100.00% | |||||||
I-29
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | ||||||||||
| Legg Mason/QS Conservative Model Portfolio | ||||||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | I | 5,019.206 | 5.49% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | I | 86,347.669 | 94.51% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | II | 8,815,323.387 | 100.00% | |||||||
| Legg Mason/QS Moderately Aggressive Model Portfolio | ||||||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | I | 318,077.440 | 98.44% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | II | 27,067,349.622 | 100.00% | |||||||
| Legg Mason/QS Moderately Conservative Model Portfolio | ||||||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | I | 114,623.076 | 95.80% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | II | 13,079,796.625 | 100.00% | |||||||
| Legg Mason/QS Moderate Model Portfolio | ||||||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | I | 192,119.333 | 97.45% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | II | 28,414,960.998 | 100.00% | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST | ||||||||||
| BrandywineGLOBAL—Alternative Credit Fund | ||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 184,128.369 | 17.59% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 90,724.196 | 8.67% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 509,022.860 | 48.63% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 122,736.770 | 27.58% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 40,986.581 | 9.21% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 83,547.616 | 18.78% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 27,881.380 | 6.27% | |||||||
I-30
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Alternative Credit Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 104,535.273 | 23.49% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 3,827.052 | 36.41% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | FI | 6,683.757 | 63.59% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 624,910.118 | 5.43% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 803,561.582 | 6.98% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,392,877.592 | 20.78% | |||||||
GREAT-WEST TRUST COMPANY LLC 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | I | 4,566,824.415 | 39.67% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 718,715.639 | 6.24% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 2,404,773.355 | 24.76% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,811,130.112 | 18.65% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,203,964.069 | 12.40% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 753,872.248 | 7.76% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 2,627,548.383 | 27.05% | |||||||
| BrandywineGLOBAL—Diversified US Large Cap Value Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 8,688.849 | 13.44% | |||||||
BNYM I S TRUST CO CUST IRA FBO MICHAEL J SHAFFER 820 S CHARLES ST, BALTIMORE MD 21230-3905 | A | 13,682.774 | 21.16% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | A | 4,494.118 | 6.95% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | A | 3,895.014 | 6.02% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 1,902,090.792 | 100.00% | |||||||
I-31
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Diversified US Large Cap Value Fund (continued) | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 2,397.742 | 39.48% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 1,517.677 | 24.99% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 600.791 | 9.89% | |||||||
MATRIX TRUST COMPANY AS AGENT FOR ADVISOR TRUST, INC. KEITH KUWIK 403B 717 17TH STREET, SUITE 1300, DENVER CO 80202 | C | 1,278.413 | 21.05% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 45,406.456 | 21.73% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 14,395.763 | 6.89% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 12,109.315 | 5.79% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 72,199.136 | 34.55% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 5,453,934.196 | 20.66% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 3,209,010.673 | 12.16% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,223,338.490 | 8.42% | |||||||
STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 5,778,623.650 | 21.89% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 3,293,397.055 | 12.48% | |||||||
ASCENSUS TRUST CO FBO NEIGHBORHOOD INSULATION SIMPLE IRA 552094 P.O. BOX 10758, FARGO, ND 58106 | R | 3,324.558 | 40.05% | |||||||
ASCENSUS TRUST CO FBO STILLION INDUSTRIES SIMPLE IRA PLAN 552097 P.O. BOX 10758, FARGO, ND 58106 | R | 539.816 | 6.50% | |||||||
ASCENSUS TRUST CO FBO DULIN AUTOMOTIVE SIMPLE IRA PLAN 5 2100 P.O. BOX 10758, FARGO, ND 58106 | R | 1,059.538 | 12.76% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 3,076.331 | 37.06% | |||||||
I-32
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Dynamic US Large Cap Value Fund | ||||||||||
MATRIX TRUST COMPANY CUST. FBO SMITH & DOWNEY, P.A. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | A | 68,270.475 | 12.68% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 422,502.371 | 78.50% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 2,227.705 | 7.24% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 9,744.362 | 31.66% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C | 2,795.899 | 9.08% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C | 1,972.028 | 6.41% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C | 5,128.126 | 16.66% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C | 2,445.713 | 7.95% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 10,968.950 | 12.65% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | I | 7,047.090 | 8.12% | |||||||
JOHN L SHEA & AMY TYLER SHEA JTWROS 205 REX AVE, PHILADELPHIA PA 19118-3718 | I | 33,525.923 | 38.65% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 17,725.382 | 20.43% | |||||||
BNYM I S TRUST CO CUST IRA FBO FRED FLESHER 64 PARTRIDGE LN, CHERRY HILL NJ 08003-1949 | I | 6,520.479 | 7.52% | |||||||
WILLIAM L SNYDER 154 LONGFELLOW DR, MILLERSVILLE MD 21108-2701 | I | 10,929.975 | 12.60% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 1,524,740.692 | 9.98% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 2,623,574.332 | 17.17% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,251,681.971 | 8.19% | |||||||
LEGG MASON PARTNERS VARIABLE LIFESTYLE ALLOCATION 85% 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,603,366.450 | 10.50% | |||||||
I-33
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Dynamic US Large Cap Value Fund (continued) | ||||||||||
LEGG MASON PARTNERS VARIABLE LIFESTYLE ALLOCATION 50% 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 966,952.447 | 6.33% | |||||||
IMMACULATE HEART MISSIONS INC 4651 25TH ST N, ARLINGTON VA 22207-3518 | IS | 1,183,610.765 | 7.75% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,838,871.091 | 12.04% | |||||||
CAPINCO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302. MILWAUKEE WI 53212 | IS | 840,009.808 | 5.50% | |||||||
SEI PRIVATE TRUST COMPANY C/O REGIONS 1 FREEDOM VALLEY DRIVE, OAKS PA 19456 | IS | 787,284.638 | 5.15% | |||||||
RELIANCE TRUST CO FBO SALEM TRUST R/R P.O. BOX 78446, ATLANTA GA 30357 | IS | 946,748.833 | 6.20% | |||||||
ASCENSUS TRUST CO FBO ACCOUNTNET INC 401(K) PLAN 037223 P.O. BOX 10758, FARGO, ND 58106 | R | 4,127.909 | 48.12% | |||||||
ASCENSUS TRUST CO FBO HERMANNI & LORENZO LAW GROUP RETIRE 225578 P.O. BOX 10758, FARGO, ND 58106 | R | 657.955 | 7.67% | |||||||
ASCENSUS TRUST CO FBO FACILITATION ASSOCIATES INC 401K PL 486631 P.O. BOX 10758, FARGO, ND 58106 | R | 2,186.746 | 25.49% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 1,255.833 | 14.64% | |||||||
| BrandywineGLOBAL—Flexible Bond Fund | ||||||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | A | 829,956.494 | 52.91% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 127,814.364 | 8.15% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | A | 471,348.140 | 30.05% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 661,309.853 | 31.29% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | I | 1,388,094.338 | 65.67% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 609,677.494 | 23.23% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | IS | 2,004,578.163 | 76.36% | |||||||
I-34
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Global High Yield Fund | ||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | A | 2,096.416 | 8.69% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 5,614.803 | 23.27% | |||||||
JOHN LIBRETTI 44 WILLOW AVE,HUNTINGTON NY 11743-4200 | A | 11,385.541 | 47.18% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 603.638 | 5.55% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 6,141.021 | 56.51% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 4,123.051 | 37.94% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 59,774.210 | 94.19% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | FI | 3,466.371 | 5.46% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 27,963.113 | 16.26% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 141,877.698 | 82.51% | |||||||
NORTHERN TRUST TTEE NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 2001 K ST NW STE 1100, WASHINGTON DC 20006-1020 | IS | 3,647,805.172 | 77.49% | |||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund | ||||||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | A | 843,925.344 | 6.57% | |||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | A | 732,618.796 | 5.70% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | A | 734,190.482 | 5.71% | |||||||
PIMS/PRUDENTIAL RET FBO TTEE/CUST PL 768 ELDORADO RESORTS, INC. 100 WEST LIBERTY ST, SUITE 1150, RENO NV 89501 | A | 1,983,689.938 | 15.43% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 953,953.410 | 7.42% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 1,101,583.161 | 100.00% | |||||||
I-35
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund (continued) | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 45,125.659 | 7.73% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 215,369.309 | 36.88% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 81,895.258 | 14.02% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 65,286.684 | 11.18% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 31,836.314 | 5.45% | |||||||
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | C1 | 6,322.258 | 9.54% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C1 | 13,392.259 | 20.21% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 6,927.400 | 10.45% | |||||||
RBC CAPITAL MARKETS, LLC FBO CUSTOMERS 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110 | C1 | 5,216.641 | 7.87% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C1 | 12,352.424 | 18.64% | |||||||
DCGT AS TTEE AND/CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | C1 | 4,436.940 | 6.70% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C1 | 7,922.335 | 11.96% | |||||||
FRANCES S BRASWELL IRA 124 SPRING BR, WILLIAMSBURG VA 23185-3188 | C1 | 3,900.116 | 5.89% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 279,344.877 | 16.72% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | FI | 124,610.635 | 7.46% | |||||||
AMERICAN UNITED LIFE INS CO GROUP RETIREMENT ANNUITY PO BOX 368, INDIANAPOLIS IN 46206-0368 | FI | 111,882.363 | 6.70% | |||||||
MASSMUTUAL C/O FUND OPERATIONS 1295 STATE STREET, SPRINGFIELD MA 01111 | FI | 112,321.404 | 6.72% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 684,703.820 | 40.99% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 17,021,447.825 | 27.52% | |||||||
I-36
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 8,211,893.572 | 13.28% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 7,145,764.390 | 11.55% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 5,666,585.001 | 9.16% | |||||||
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 9,118,136.262 | 7.64% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 28,466,217.609 | 23.84% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 10,464,690.861 | 8.76% | |||||||
FULTON COUNTY EMPLOYEES RETIREMENT SYSTEM 141 PRYOR ST SW STE 7001, ATLANTA GA 30303-3468 | IS | 6,605,595.934 | 5.53% | |||||||
GREAT-WEST TRUST CO LLC TTEE F WELLS FARGO & CO GLOBAL BOND 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | IS | 11,765,535.603 | 9.85% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 180,789.590 | 33.63% | |||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, MIP M200-INVST, SPRINGFIELD MA 01111-0001 | R | 100,028.332 | 18.61% | |||||||
DCGT AS TTEE/CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | R | 102,937.650 | 19.15% | |||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) | ||||||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | A | 469.484 | 99.91% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | C | 469.484 | 99.91% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 4,679.674 | 42.77% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 1,872.297 | 17.11% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | I | 4,389.353 | 40.12% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 13,428,591.872 | 33.31% | |||||||
I-37
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) (continued) | ||||||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 6,611,289.830 | 16.40% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 9,949,363.952 | 24.68% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 5,132,253.210 | 12.73% | |||||||
STATE OF COLORADO COLLEGEINVEST FIXED INC PORT 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 2,159,204.971 | 5.36% | |||||||
| BrandywineGLOBAL—Global Unconstrained Bond Fund | ||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 160,754.078 | 9.34% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 169,798.180 | 9.87% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 13,007.156 | 7.13% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 23,559.173 | 12.92% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 16,548.709 | 9.07% | |||||||
PHILIP CUNNINGHAM TOD BEN. ON FILE SUBJECT TO STA TOD RULES 926 SOUTHWICK CT, OAKLAND MI 48363-2379 | C | 17,125.130 | 9.39% | |||||||
OPPENHEIMER & CO INC. FBO THE LEWIS FAMILY TRUST 08/31/92 364 ALTESSA BLVD, MELVILLE NY 11747 | C | 9,693.890 | 5.32% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 10,774.082 | 5.91% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 32,738.762 | 17.95% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 18,330.203 | 10.05% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C1 | 3,724.982 | 23.08% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 1,095.956 | 6.79% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C1 | 6,085.576 | 37.70% | |||||||
I-38
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—Global Unconstrained Bond Fund (continued) | ||||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C1 | 4,168.985 | 25.83% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 3,897.746 | 63.29% | |||||||
VANGUARD BROKERAGE SERVICES A/C 4470-9886 PO BOX 1170, VALLEY FORGE PA 19482-1170 | FI | 2,260.712 | 36.71% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 5,110,323.138 | 12.95% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 13,858,470.629 | 35.11% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 3,600,780.517 | 9.12% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 2,520,243.982 | 6.38% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 12,143,942.900 | 30.77% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 2,121,910.138 | 10.27% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 2,628,573.479 | 12.72% | |||||||
IMMACULATE HEART MISSIONS INC 4651 25TH ST N, ARLINGTON VA 22207-3518 | IS | 1,082,189.183 | 5.24% | |||||||
WELLS FARGO BANK NA FBO TC HOSPITALS MNA PEN - FUNDS D 15245109 PO BOX 1533, MINNEAPOLIS MN 55480-1533 | IS | 2,931,824.566 | 14.19% | |||||||
MITRA & CO FBO 98 C/O RELIANCE TRUST COMPANY WI 4900 WEST BROWN DEER RD, MILWAUKEE, WI 53223 | IS | 2,327,633.028 | 11.27% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 6,140,172.341 | 29.72% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 4,316.048 | 99.80% | |||||||
| BrandywineGLOBAL—International Opportunities Bond Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 5,061.248 | 9.28% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | A | 9,406.023 | 17.25% | |||||||
GREAT-WEST TRUST CO LLC TTEE F EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | A | 29,225.942 | 53.59% | |||||||
I-39
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| BrandywineGLOBAL—International Opportunities Bond Fund (continued) | ||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 267.666 | 12.73% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 1,082.430 | 51.47% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 753.094 | 35.81% | |||||||
MATRIX TRUST CO FOR ADVISOR TRUST KADES-MARGOLIS IRA MBD 717 17TH STREET, SUITE 1300, DENVER CO 80202 | FI | 440,031.444 | 49.73% | |||||||
MATRIX TRUST COMPANY FOR ADVISOR TRUST KADES-MARGOLIS 403B MBD 717 17TH STREET, SUITE 1300, DENVER CO 80202 | FI | 370,353.843 | 41.85% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 50,434.769 | 5.70% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 374,036.736 | 19.94% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 349,676.183 | 18.64% | |||||||
MITRA & CO FBO 98 C/O RELIANCE TRUST COMPANY WI 4900 WEST BROWN DEER RD, MILWAUKEE, WI 53223 | I | 123,918.564 | 6.60% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 828,832.532 | 44.18% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 139,019.636 | 5.48% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 542,700.513 | 21.39% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 788,655.459 | 31.09% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 550,985.580 | 21.72% | |||||||
NORTHERN TRUST COMPANY CUST FBO THORNDALE BW LLC 26-8221 PO BOX 92956, CHICAGO IL 60675-0001 | IS | 176,093.626 | 6.94% | |||||||
SEI PRIVATE TRUST COMPANY C/O ID 827 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | IS | 147,736.318 | 5.82% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 1,029.500 | 100.00% | |||||||
I-40
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| ClearBridge Global Infrastructure Income Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 3,354.543 | 13.37% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | A | 4,081.744 | 16.27% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 8,124.569 | 32.38% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 7,637.703 | 30.44% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 17,022.962 | 24.83% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 14,232.334 | 20.76% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | I | 6,690.266 | 9.76% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 5,829.471 | 8.50% | |||||||
BNYM I S TRUST CO CUST SEP IRA FBO G PETER O’BRIEN 118 MEADOW RD, RIVERSIDE CT 06878-2520 | I | 7,142.929 | 10.42% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 3,436.835 | 5.01% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 580,227.832 | 16.33% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 364,776.449 | 10.27% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 244,414.907 | 6.88% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C P.O. BOX 78446, ATLANTA GA 30357 | IS | 977,353.544 | 27.51% | |||||||
NORTHERN TRUST CO CUST FBO STP TORTOISE MLP TR A/C 2228575 PO BOX 92956, CHICAGO, IL 60675 | IS | 1,188,645.700 | 33.45% | |||||||
| ClearBridge International Growth Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 1,270,876.977 | 17.63% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 204,630.061 | 99.99% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 130,548.252 | 12.35% | |||||||
I-41
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| ClearBridge International Growth Fund (continued) | ||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 162,181.027 | 15.35% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 56,682.036 | 5.36% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 401,105.747 | 37.96% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 1,325,150.704 | 52.76% | |||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, MIP M200-INVST, SPRINGFIELD MA 01111-0001 | FI | 214,452.631 | 8.54% | |||||||
TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 | FI | 240,113.493 | 9.56% | |||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | FI | 186,354.762 | 7.42% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 7,941,516.056 | 12.86% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 3,659,946.037 | 5.93% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 5,339,760.476 | 8.65% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 19,837,265.728 | 32.13% | |||||||
BAND & CO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302, MILWAUKEE WI 53212 | I | 5,087,497.727 | 8.24% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 3,898,376.629 | 28.63% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,102,401.627 | 8.10% | |||||||
SEI PRIVATE TRUST COMPANY C/O ID 683 ONE FREEDOM VALLEY DRIVE, OAKS PA 19456 | IS | 1,422,421.232 | 10.45% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,156,143.528 | 8.49% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | R | 31,215.389 | 6.86% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 78,684.119 | 17.30% | |||||||
I-42
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| ClearBridge International Growth Fund (continued) | ||||||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 141,784.182 | 31.17% | |||||||
PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 006 BUSH INDUSTRIES, INC. ONE MASON DRIVE, JAMESTOWN NY 14701 | R | 32,957.478 | 7.24% | |||||||
| ClearBridge Small Cap Fund | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 573,916.373 | 6.64% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 4,967,099.597 | 57.49% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 1,648,954.320 | 100.00% | |||||||
STIFEL NICOLAUS & CO INC EXCLUSIVE BENEFIT OF CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 91,794.350 | 8.74% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 144,218.596 | 13.72% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 63,437.304 | 6.04% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 95,979.239 | 9.13% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 273,172.649 | 26.00% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | FI | 3,891.285 | 8.52% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 16,805.673 | 36.78% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | FI | 5,729.391 | 12.54% | |||||||
DCGT AS TTEE/CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 | FI | 3,973.984 | 8.70% | |||||||
WTRISC CO IRA OMNIBUS ACCT C/O ICMA RETIREMENT CORPORATION 777 NORTH CAPITOL STREET, NE, WASHINGTON DC 20002-4239 | FI | 13,664.847 | 29.91% | |||||||
NATIONAL FINANCIAL SRVCS LLC FBO CUSTOMERS 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003 | I | 957,650.910 | 14.80% | |||||||
I-43
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| ClearBridge Small Cap Fund (continued) | ||||||||||
MERRILL LYNCH PIERCE FENNER & SMITH INC FBO CUSTOMERS 4800 DEER LAKE DR E, JACKSONVILLE FL 32246-6484 | I | 1,461,303.647 | 22.59% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 636,274.556 | 9.84% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 642,935.087 | 9.94% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 660,979.307 | 10.22% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 655,696.089 | 18.54% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 276,732.001 | 7.82% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 330,405.925 | 9.34% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 176,883.476 | 5.00% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 365,701.741 | 10.34% | |||||||
STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 577,976.243 | 16.34% | |||||||
STATE OF COLORADO COLLEGEINVEST US SMLL CP EQTY INDIV FUND OPT 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 213,429.790 | 6.03% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 236,811.669 | 6.69% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 10,298.876 | 9.44% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | R | 5,774.441 | 5.29% | |||||||
GREAT-WEST TRUST COMPANY LLC FBO FASCORE LLC RETIREMENT PLANS 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 9,770.715 | 8.95% | |||||||
ASCENSUS TRUST COMPANY FBO PORTER & MALOUF, PA 401(K) 501126 P.O. BOX 10758, FARGO, ND 58106 | R | 11,304.513 | 10.36% | |||||||
MAC & CO 481302 500 GRANT STREET, ROOM 151-1010, PITTSBURGH PA 15258 | R | 19,415.080 | 17.79% | |||||||
I-44
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| ClearBridge Value Trust | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 7,310,620.076 | 51.36% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 72,826.090 | 5.34% | |||||||
RBC CAPITAL MARKETS, LLC FBO CUSTOMERS 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110 | C | 83,686.013 | 6.14% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 237,632.549 | 17.43% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 403,648.339 | 29.60% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 10,592.678 | 11.91% | |||||||
GREAT-WEST LIFE & ANNUITY CLIENT PLANS FF 8515 E ORCHARD RD 2T2, ENGLEWOOD CO 80111-5002 | FI | 10,652.445 | 11.98% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | FI | 17,242.622 | 19.39% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 12,236.806 | 13.76% | |||||||
MG TRUST COMPANY CUST. FBO SOUTH FAYETTE SHOP & SAVE 401(K) 717 17TH ST STE 1300, DENVER CO 80202-3304 | FI | 6,570.553 | 7.39% | |||||||
MID ATLANTIC TRUST CO FBO ALL TECH MARKETING 401(K) PROFIT SH 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | FI | 10,552.566 | 11.87% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 217,219.873 | 7.40% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 198,600.390 | 6.77% | |||||||
NATIONAL FINANCIAL SRVCS LLC FBO CUSTOMERS 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003 | I | 241,579.444 | 8.23% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 288,393.186 | 9.83% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 246,191.376 | 8.39% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 952,802.943 | 32.46% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C P.O. BOX 78446, ATLANTA GA 30357 | I | 165,355.404 | 5.63% | |||||||
I-45
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| ClearBridge Value Trust (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | R | 9,040.845 | 12.95% | |||||||
MATRIX TRUST CO CUST. FBO PRESBYTERIAN HOME OF MARYLAND, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 4,508.532 | 6.46% | |||||||
GREAT WEST TRUST CO LLC EMJAY FBO KCW ENGINEERING TECHNOLOG 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 11,230.696 | 16.09% | |||||||
MATRIX TRUST CO CUST. FBO DAVIS HEATING AND COOLING INC. 401K 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 4,661.456 | 6.68% | |||||||
GREAT-WEST TRUST CO LLC FBO FASCORE LLC RETIREMENT PLANS 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 13,720.658 | 19.66% | |||||||
ASCENSUS TRUST COMPANY FBO PORTER & MALOUF, PA 401(K) 501126 P.O. BOX 10758, FARGO, ND 58106 | R | 10,868.862 | 15.57% | |||||||
| Martin Currie Emerging Markets Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 7,993.019 | 7.94% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 35,948.585 | 35.72% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | A | 5,438.226 | 5.40% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 37,915.597 | 37.68% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 31,442.327 | 23.79% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | C | 39,514.070 | 29.89% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 56,595.829 | 42.81% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 16,971.079 | 30.97% | |||||||
VANGUARD BROKERAGE SERVICES A/C 2107-1729 P. O. BOX 1170, VALLEY FORGE PA 19482-1170 | FI | 3,718.512 | 6.79% | |||||||
I-46
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| Martin Currie Emerging Markets Fund (continued) | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 30,204.181 | 55.12% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 1,117,183.199 | 10.15% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 1,237,378.464 | 11.25% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,653,576.514 | 24.12% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 953,352.300 | 8.67% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 2,879,854.855 | 26.18% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 975,469.823 | 9.80% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 3,540,448.537 | 35.57% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,735,118.236 | 17.43% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 650,312.999 | 6.53% | |||||||
COMERICA BANK FBO DINGLE - ERISA P.O. BOX 75000 MAIL CODE 3446, DETROIT MI 48275 | IS | 911,655.527 | 9.16% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,112,382.224 | 11.18% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 559,264.492 | 5.62% | |||||||
| Martin Currie International Unconstrained Equity Fund | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 1,451.887 | 7.12% | |||||||
KAREN M KENYON 2108 W SENECA STREET, BOX 278, OVID NY 14521 | A | 1,785.963 | 8.76% | |||||||
DENNIS G LAWRENCE & RUTH K LAWRENCE 1136 N. WATERSIDE DR., FLAGSTAFF AZ 86004-8600 | A | 3,427.124 | 16.81% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 1,396.566 | 6.85% | |||||||
I-47
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| Martin Currie International Unconstrained Equity Fund (continued) | ||||||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | A | 10,754.621 | 52.75% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 44,364.773 | 38.53% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 44,318.253 | 38.49% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | I | 10,834.600 | 9.41% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C P.O. BOX 78446, ATLANTA GA 30357 | IS | 992,728.646 | 72.45% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | IS | 372,547.399 | 27.19% | |||||||
| Martin Currie SMASh Series EM Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | 3,400,566.668 | 6.96% | ||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | 27,329,400.136 | 55.97% | ||||||||
NEW YORK TRADES COUNCIL & HOTEL ASSOC OF NEW YORK CITY INC PENSION FUND 305 WEST 44TH STREET, NEW YORK NY 10036 | 5,364,479.701 | 10.99% | ||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | 10,622,705.293 | 21.75% | ||||||||
| QS Global Market Neutral Fund | ||||||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | A | 10,261.278 | 96.26% | |||||||
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | C | 5,056.843 | 100.00% | |||||||
INTERACTIVE BROKERS LLC 2 PICKWICK PLAZA, GREENWICH, CT 06830 | I | 494,446.220 | 92.47% | |||||||
CHRISTOPHER W FLOYD & CORY L FLOYD JTWROS 29 FALMOUTH RD, WELLESLEY MA 02481-1216 | I | 32,162.786 | 6.01% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 3,044,286.084 | 45.30% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,905,921.267 | 28.36% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,216,563.220 | 18.10% | |||||||
I-48
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| QS Global Market Neutral Fund (continued) | ||||||||||
LEGG MASON PARTNERS QS DEFENSIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 521,352.032 | 7.76% | |||||||
| QS International Equity Fund | ||||||||||
RELIANCE TRUST COMPANY FBO MASSMUTUAL DMF P.O. BOX 48529, ATLANTA GA 30362 | A | 117,423.807 | 6.98% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 908,690.305 | 54.00% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 67,432.698 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 39,440.574 | 15.78% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 32,262.087 | 12.91% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 15,427.911 | 6.17% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 43,140.284 | 17.26% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 15,507.037 | 8.59% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 20,125.752 | 11.15% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 23,394.922 | 12.97% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | FI | 24,398.524 | 13.52% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | FI | 22,121.684 | 12.26% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 91,164.280 | 7.16% | |||||||
NATIONAL FINANCIAL SRVCS LLC FBO CUSTOMERS 200 LIBERTY ST, ONE WORLD FINANCIAL CENTER, NEW YORK NY 10281-1003 | I | 73,476.452 | 5.77% | |||||||
MERRILL LYNCH PIERCE FENNER & SMITH INC FBO CUSTOMERS 4800 DEER LAKE DR E, JACKSONVILLE FL 32246-6484 | I | 644,329.211 | 50.61% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 207,614.324 | 16.31% | |||||||
I-49
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| QS International Equity Fund (continued) | ||||||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 4,195,561.771 | 39.71% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,389,496.876 | 13.15% | |||||||
LEGG MASON PARTNERS VARIABLE LIFESTYLE ALLOCATION 85% 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,046,540.210 | 9.91% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,617,498.727 | 24.78% | |||||||
MID ATLANTIC TRUST CO FBO ROSENHEIM & ASSOCIATES INC 401(K) PL 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | R | 10,664.614 | 5.43% | |||||||
THE HARTFORD, ONE HARTFORD PLAZA HARTFORD CT 06155 | R | 154,531.510 | 78.65% | |||||||
MASSACHUSETTS MUTUAL INSURANCE COM 1295 STATE STREET, MIP M200-INVST, SPRINGFIELD MA 01111 | R | 11,231.287 | 5.72% | |||||||
GREAT-WEST TRUST COMPANY LLC FBO FASCORE LLC RETIREMENT PLANS 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 12,203.917 | 6.21% | |||||||
| QS Strategic Real Return Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 1,710.985 | 7.09% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 6,147.390 | 25.47% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | A | 4,028.574 | 16.69% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | A | 1,236.682 | 5.12% | |||||||
DENISE L ADAMS 2010 W 49TH ST, MINNEAPOLIS MN 55419-5228 | A | 6,042.228 | 25.03% | |||||||
BNYM I S TRUST CO CUST ROLLOVER IRA MARTIN J WOJNAR 3003 BAMLET RD, ROYAL OAK MI 48073-2918 | A | 1,554.504 | 6.44% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 89,932.751 | 100.00% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 2,111.859 | 41.94% | |||||||
I-50
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| QS Strategic Real Return Fund (continued) | ||||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C | 625.624 | 12.42% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 823.327 | 16.35% | |||||||
CETERA INVESTMENT SVCS (FBO) BERYL W BENNER IRA 2XQ-00053-16 32 LANGLEY AVE, NEWPORT NEWS VA 23601-2134 | C | 1,475.184 | 29.29% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 3,301.416 | 6.88% | |||||||
T ROWE PRICE TRUST CO FBO RETIREMENT PLAN CLIENTS P O BOX 17215, BALTIMORE MD 21297-1215 | I | 43,138.338 | 89.88% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 3,963,571.292 | 45.08% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 2,527,611.221 | 28.75% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,598,189.903 | 18.18% | |||||||
LEGG MASON PARTNERS QS DEFENSIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 702,108.066 | 7.99% | |||||||
| QS U.S. Small Capitalization Equity Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 46,020.294 | 5.03% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 80,215.800 | 8.78% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 452,540.426 | 49.51% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 3,276,591.130 | 100.00% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 3,348.666 | 6.35% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 2,759.991 | 5.24% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 7,560.941 | 14.35% | |||||||
WILLIAM TREAS TTEE FBO NLSN CRTR TRS LLC 401K PSPT C/O FASCORE LLC 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 4,628.644 | 8.78% | |||||||
I-51
| Name and Address | Class | Shares Held | As % of shares outstanding | |||||||
| LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) | ||||||||||
| QS U.S. Small Capitalization Equity Fund (continued) | ||||||||||
CAPITAL BANK & TRUST CO TTEE F BURIEN TYTA/BURIEN CHVRLT 401K 8515 E ORCHARD RD 2T2, GREENWOOD VLG CO 80111-5002 | C | 24,223.844 | 45.96% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 884.252 | 60.71% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 240.702 | 16.53% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | FI | 132.898 | 9.12% | |||||||
MATRIX TRUST CO CUST. FBO PHYSIQUE MANAGEMENT 401(K) PLN 717 17TH STREET, SUITE 1300, DENVER CO 80202 | FI | 189.107 | 12.98% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 64,034.810 | 23.03% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 17,779.130 | 6.39% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 17,606.512 | 6.33% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 14,469.779 | 5.20% | |||||||
FIDELITY INVS INST OP AGNT IRWIN FRTCH URQHRT & MRE LLC RET PLN 100 MAGELLAN WAY (KWIC), COVINGTON KY 41015-1987 | I | 121,032.996 | 43.53% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,791,884.638 | 19.86% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 963,928.836 | 10.69% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 573,099.405 | 6.35% | |||||||
LEGG MASON PARTNERS VARIABLE LIFESTYLE ALLOCATION 85% 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,121,562.987 | 12.43% | |||||||
LEGG MASON PARTNERS VARIABLE LIFESTYLE ALLOCATION 50% 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 728,350.885 | 8.07% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 3,373,741.390 | 37.40% | |||||||
I-52
007CFN1203
[FORMS OF PROXY CARD/VOTING INSTRUCTION CARD*]
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
| EASY VOTING OPTIONS: | ||
  | VOTE ON THE INTERNET | |
| Log on to: | ||
www.proxy-direct.com or scan the QR code | ||
| Follow the on-screen instructions | ||
| available 24 hours | ||
  | VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours | |
| VOTE BY MAIL | |
| Vote, sign and date this Proxy | ||
Card and return in the postage-paid envelope | ||
  |
on | |
To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. | ||
| The Password for this meeting is | ||
| LMF2021. | ||
DONOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
| PROXY | LEGG MASON GLOBAL ASSET MANAGEMENT TRUST, LEGG MASON PARTNERS EQUITY TRUST, | |||
| LEGG MASON PARTNERS VARIABLE EQUITY TRUST | ||||
PROXY FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS | ||||
| SCHEDULED TO BE HELD ON |
THIS PROXY IS SOLICITED BYON BEHALF OF THE BOARD OF TRUSTEES.The undersigned holder of shares of Permal Alternative Select VIT Portfolio (the “Fund”), a series of Legg Mason Partners Variable Equity Trust, hereby appoints Robert I. Frenkel,Jeanne M. Kelly, Thomas C. Mandia, Harris C. Goldblat, Rosemary D. EmmensMarc A. DeOliveira, Tara E. Gormel and Barbara J. AllenAngela N. Velez, and each of them, attorneys and proxies for the undersigned, each with full powerspower of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund thatFund(s) which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders (the “Special Meeting”) of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (each, a “Trust”), including their various series (each a “Fund” and together, the Fund“Funds”), scheduled to be held, on May 20, 2016,Tuesday, June 15, 2021 at 10:00 a.m. (Eastern time), and at any adjournment(s) or postponement(s) thereof (the “Meeting”), as fully as the undersigned would be entitled to vote if personally present. Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the meeting will be held in a virtual meeting format that is accessible solely by means of remote communication, at the offices of Legg Mason Partners Fund Advisor, LLC, 620 Eighth Avenue, New York, New York 10018, at 11:30 a.m., Eastern Time, and any adjournments or postponements thereof.following Meeting website: http://www.meetingcenter.io/241978409. To participate in the Meeting, shareholders must enter the following password: LMF2021. Shareholders must also enter the 14-digit control number found in the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of Special Meeting and accompanying Joint Proxy Statement dated April 1, 2016 and hereby instructs said attorneys and proxies to vote said shares as indicated herein.hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting and any adjournment(s) or any adjournments or postponementspostponement(s) thereof. A majority of the proxies present and acting at the Special Meeting in person or by substitute (or if only one shall be present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder.undersigned. If no direction is made, this proxy will be voted “FOR” approvalthe election of all of the Proposal.
Nominees in Proposal 1.
VOTE VIA THE INTERNET: | www.proxy-direct.com | |||
| VOTE VIA THE TELEPHONE: |
| |||
LMG_31874_021621
PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
| code |
| * | ||||
| ||||
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders scheduled to Be Heldbe held virtually on May 20, 2016.June 15, 2021.
The Notice of Meeting, Joint Proxy Statement for this meeting isand Proxy Card are available at:
https://www.proxy-direct.com/lmp-27600lmf-31874
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
| FUNDS | FUNDS | FUNDS | ||
| Fund1 | Fund2 | Fund3 | ||
| Fund4 | Fund5 | Fund6 | ||
| Fund7 | Fund8 | Fund9 | ||
| Fund10 |
Please detach at perforation before mailing.
THIS PROXY IS SOLICITED ON BEHALF OF THE FUND’S BOARD OF TRUSTEES.
PLEASE MARK VOTE AS IN THIS EXAMPLE: nIf no specific instructions are provided, this proxy will be voted “FOR” the proposal and in the discretion of the proxies upon such other business as may properly come before the Meeting.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: |  |
| ProposalThe Board of Trustees responsible for your Fund(s) recommends that you vote “FOR” all of the Nominees in Proposal 1, as more fully described in the Joint Proxy Statement: | |
| 1. | To Elect Trustees of the Trust: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. |
| 01. Paul R. Ades | 02. Andrew L. Breech | 03. Althea L. Duersten | 04. Stephen R. Gross | 05. Susan M. Heilbron | ||||
| 06. Howard J. Johnson | 07. Arnold L. Lehman | 08. Robin J.W. Masters | 09. Jerome H. Miller | 10. Ken Miller | ||||
| 11. G. Peter O’Brien | 12. Thomas F. Schlafly | 13. Jane Trust |
| FOR | ||||||||||||
| ALL | EXCEPT | ALL | ALL | EXCEPT | ||||||||
| 01 Fund1 | ☐ | ☐ | ☐02 Fund2 | ☐ | ☐ | ☐ | ||||||
| 03 Fund3 | ☐ | ☐ | ☐04 Fund4 | ☐ | ☐ | ☐ | ||||||
| 05 Fund5 | ☐ | ☐ | ☐06 Fund6 | ☐ | ☐ | ☐ | ||||||
| 07 Fund7 | ☐ | ☐ | ☐08 Fund8 | ☐ | ☐ | ☐ . | ||||||
| 09 Fund9 | ☐ | ☐ | ☐10 Fund10 | ☐ | ☐ | ☐ . | ||||||
| 2. | To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. | |
| Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title of such representation under the signature.
Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box |
| / / |
Scanner bar code
| xxxxxxxxxxxxxx | LMG 31874 | xxxxxxxx | ||||||||||||
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
PAS_27600_032316
EACHEVERY CONTRACT OWNER’S VOTE IS IMPORTANT
| EASY VOTING OPTIONS: | ||
| VOTE ON THE INTERNET | |
| Log on to: | ||
www.proxy-direct.com or scan the QR code | ||
| Follow the on-screen instructions | ||
| available 24 hours | ||
| VOTE BY PHONE Call 1-866-298-8476 Follow the recorded instructions available 24 hours | |
| VOTE BY MAIL | |
| Vote, sign and date this Voting | ||
Instruction Card and return in the postage-paid envelope | ||
|
on | |
To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. | ||
| The Password for this meeting is | ||
| LMF2021. | ||
DONOT MAIL YOUR VOTING INSTRUCTION CARD WHEN YOU VOTE BY PHONE OR ON THE INTERNET.
Please detach at perforation before mailing.
| VOTING INSTRUCTION CARD | LEGG MASON GLOBAL ASSET MANAGEMENT TRUST, LEGG MASON PARTNERS EQUITY TRUST, | |||
| LEGG MASON PARTNERS VARIABLE EQUITY TRUST
| ||||
| VOTING INSTRUCTION CARD | ||||
| SCHEDULED TO BE HELD ON | ||||
[INSURANCE COMPANY NAME DROP-IN]
The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the named fund(s) (the “Fund”).
The undersigned contract/policy owner hereby appointsinstructs that the above-referenced Insurance Company and hereby authorizes themvotes attributable to represent andthe undersigned’s shares with respect to vote,the Fund(s) be cast as designateddirected on the reverse side at the Joint Special Meeting of Shareholders of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (each, a “Trust”), including their various series (each a “Fund” and together, the “Funds”), scheduled to be held, on May 20, 2016,Tuesday, June 15, 2021 at 11:3010:00 a.m. (Eastern time), Eastern time, and at any adjournmentsadjournment(s) or postponementspostponement(s) thereof all of the shares of the Fund which(the “Meeting”), as fully as the undersigned would be entitled to vote if personally present. Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of contract/policy owners, the meeting will be held in a virtual meeting format that is accessible solely by means of remote communication, at the following Meeting website: http://www.meetingcenter.io/241978409. To participate in the Meeting, contract/policy owners must enter the following password: LMF2021. Contract/policy owners must also enter the 14-digit control number found in the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Joint Proxy Statement. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above-named insurance company to exercise its discretion in voting upon such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. The undersigned hereby revokes any voting instruction previously given.
IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTEDThe votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Voting Instruction Card is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” THE APPROVAL OF THE PROPOSAL.all of the Nominees in Proposal 1.
VOTE | www.proxy-direct.com | |||
| VOTE | 1-866-298-8476 | |||
LMG_31874_021621_VI
PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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IF YOU VOTE BY MAIL, PLEASE SIGN, DATE AND MAIL THIS VOTING INSTRUCTION CARD TODAY USING THE ENCLOSED ENVELOPE.
EACHEVERY CONTRACT OWNER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders scheduled to Be Heldbe held virtually on May 20, 2016.June 15, 2021.
The Notice of Meeting, Joint Proxy Statement for this meeting isand Voting Instruction Card are available at:
https://www.proxy-direct.com/lmp-27600lmf-31874
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTION CARD TODAY
| FUNDS | FUNDS | FUNDS | ||
| Fund1 | Fund2 | Fund3 | ||
| Fund4 | Fund5 | Fund6 | ||
| Fund7 | Fund8 | Fund9 | ||
| Fund10 |
Please detach at perforation before mailing.
THIS PROXY IS SOLICITED ON BEHALF OF THE FUND’S BOARD OF TRUSTEES.
PLEASE MARK VOTE AS IN THIS EXAMPLE: nIf no specific instructions are provided, this voting instruction card will be voted “FOR” the proposal and in the discretion of the proxies upon such other business as may properly come before the Meeting.
| TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: | ||
| Proposal The Board of Trustees responsible for your Fund(s) recommends that you vote “FOR” all of the Nominees in Proposal 1, as more fully described in the Joint Proxy Statement: |
| 1. | To Elect Trustees of the Trust: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. |
| 01. Paul R. Ades | 02. Andrew L. Breech | 03. Althea L. Duersten | 04. Stephen R. Gross | 05. Susan M. Heilbron | ||||
| 06. Howard J. Johnson | 07. Arnold L. Lehman | 08. Robin J.W. Masters | 09. Jerome H. Miller | 10. Ken Miller | ||||
| 11. G. Peter O’Brien | 12. Thomas F. Schlafly | 13. Jane Trust |
| FOR | ||||||||||||
| ALL | EXCEPT | ALL | ALL | EXCEPT | ||||||||
| 01 Fund1 | ☐ | ☐ | ☐02 Fund2 | ☐ | ☐ | ☐ | ||||||
| 03 Fund3 | ☐ | ☐ | ☐04 Fund4 | ☐ | ☐ | ☐ | ||||||
| 05 Fund5 | ☐ | ☐ | ☐06 Fund6 | ☐ | ☐ | ☐ | ||||||
| 07 Fund7 | ☐ | ☐ | ☐08 Fund8 | ☐ | ☐ | ☐ . | ||||||
| 09 Fund9 | ☐ | ☐ | ☐10 Fund10 | ☐ | ☐ | ☐ . | ||||||
| 2. | To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. | |
| Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title of such representation under the signature.
Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 —Please keep signature within the box |
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| xxxxxxxxxxxxxx | LMG2 31874 | xxxxxxxx | ||||||||||||
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
PAS_27600_032316-VI