UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |
| Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to§240.14a-12 |
LEGG MASON PARTNERS EQUITY TRUST
LEGG MASON ETF INVESTMENT TRUST
LEGG MASON GLOBAL ASSET MANAGEMENT TRUST |
LEGG MASON PARTNERS EQUITY TRUST |
LEGG MASON PARTNERS VARIABLE EQUITY TRUST |
(Name of Registrant(s) as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||||
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. | |||
1) | Title of each class of securities to which transaction applies: | |||
2) | Aggregate number of securities to which transaction applies: | |||
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3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
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☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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LEGG MASON-SPONSORED FUNDSLegg Mason Global Asset Management Trust
620 EighthLegg Mason Partners Equity Trust
Legg Mason Partners Variable Equity Trust
280 Park Avenue 49th Floor
New York, NY 1001810017
April 16, 2020[ ], 2021
Dear Shareholder:
A joint special meeting of shareholders of your FundLegg 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 collectively, the “Funds”), is scheduled to be held on Tuesday, June 15, 2021 at the offices of Legg Mason, Inc. (“Legg Mason”) at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020, at 11:10:00 a.m. (Eastern time),. Due to vote on the proposals listed incontinuing public health impact of the enclosed Joint Proxy Statement. However, as we are concerned about yourCOVID-19 pandemic and to support the health and safety during the current coronavirus (COVID-19) pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to holdFund shareholders, the meeting at a different time,will be held in a different location, or partially or entirelyvirtual meeting format that is accessible solely by means of remote communication (i.e., a virtual meeting), we will make an announcementcommunication. Instructions on attending the meeting are set forth in the manner discussed in these materials.enclosed Notice of Meeting.
The meeting is being held for the purposes of:
1) | Electing Trustees; and |
2) | Transacting such other business as may properly come before the special meeting and any adjournment(s) or postponement(s) thereof. |
Shareholders are being asked to elect Trustees of each Trust. Currently, the Funds of Legg Mason isGlobal Asset Management Trust are overseen by one group of Trustees, and the parent companyFunds 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 investment manager and the subadvisersnominees, which will result in a single group of Trustees comprised of members of both existing Boards, overseeing all of the Funds named(the “Combined Board”). As described in the Joint Proxy Statement. Legg Mason has entered into an agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, under which Franklin Templeton will, subject to approval by Legg Mason’s shareholdersenclosed joint proxy statement, the anticipated benefits of the Combined Board include efficiency in operations and satisfaction of other conditions, acquire Legg Mason. The sale will cause the Funds’ current management and subadvisory agreements to terminate in accordance with applicable law. In order for each Fund’s operations to continue uninterrupted after the sale, we are asking the shareholders of each Fund to approve new agreements. Each Fund’s Board has approved the new agreements. It is important to note that your Fund’s management fee rate under its new agreement will remain the same, and the acquisition is not expected to result in any change in the portfolio managers of your Fund.potential long-term cost savings.
Your Fund’sThe Board responsible for your Fund recommends that you vote “FOR” each of the proposals applicable to your Fund.Proposal 1.However, before you vote, please read the full text of the Joint Proxy Statementjoint proxy statement for an explanation of each of the proposals.proposal.
Your vote on these mattersthis matter is important. Even if you plan to attend and vote in person at the meeting, pleasePlease promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and returning it in the accompanying postage-paid return envelope. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy promptly.
If you have any questions about the proposalsproposal to be voted on, please call Computershare Fund Services and AST Fund Solutions, LLC at 866-963-5819.1-866-963-5819.
Sincerely,
Jane E. Trust
President of the Fundsand Trustee
Legg Mason Global Asset Management Trust
iLegg Mason Partners Equity Trust
IMPORTANT NEWS FOR FUND SHAREHOLDERSLegg Mason Partners Variable Equity Trust
While we encourage you to read the full text of the enclosed Joint Proxy Statement, for your convenience, we have provided a brief overview of the materials in this booklet.
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Approve a new management agreement for your Fund with your Fund’s manager.
Approve a new subadvisory agreement with each of your Fund’s subadvisers.
Each new agreement will take effect when the manager or applicable subadviser becomes a subsidiary of Franklin Templeton.
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The sale will not result in any changes to the contractual management fee rates charged to the Funds, nor will the sale itself cause currently effective expense waiver and reimbursement arrangements applicable to
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the Funds to change. The sale also is not expected to result in any diminution in the investment management services provided to the Funds or any changes to the portfolio managers of any Fund.
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It is important that you vote promptly. This will help avoid the need for further solicitation. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy promptly.
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LEGG MASON-SPONSORED FUNDS
620 Eighth Avenue, 49th Floor
New York, NY 10018
April 16, 202010017
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
Scheduled To Be Held July 14, 2020On June 15, 2021
A joint special meeting of the shareholders (the “Meeting”) of the shareholders of the Legg Mason-sponsored FundsMason 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”) identified below is scheduled to be held on Tuesday, June 15, 2021 at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020, at 11:10:00 a.m. (Eastern time),. Due to considerthe continuing public health impact of the COVID-19 pandemic and vote onto 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, described further below.
The Meeting is being held for the following proposals,purposes, as more fully described in the accompanying Joint Proxy Statement:
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2-A ClearBridge Investments, LLC
2-B ClearBridge RARE Infrastructure (North America) Pty Limited
2-C QS Investors, LLC
2-D Western Asset Management Company, LLC
2-E Western Asset Management Company Limited
2-F Western Asset Management Company Ltd
2-G Western Asset Management Company Pte. Ltd.
2-H Royce & Associates, LP
(The specific proposal(s) on which your Fund is voting are identified in the Summary of Proposals in the accompanying Joint Proxy Statement.)
To transact such other business as may properly come before the Meeting and any |
Your Fund’s Board recommends that you vote “FOR” all proposals upon which you are being asked to vote.Proposal 1.
Shareholders of record at the close of business on AprilMarch 1, 20202021 (the “Record Date”) are entitled to vote at the Meeting and at any adjournments or postponements thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING SCHEDULED TO BE HELD ON JULY 14, 2020: The notice of special meeting of shareholders, Joint Proxy Statement and your form of proxy card are available athttps://www.proxy-direct.com/lmf-31298.
PLEASE NOTE: If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly.
If you own shares in more than one Fund as of the close of business on April 1, 2020,Record Date, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive, or vote by telephone or Internet for eachreceive.
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 you receive.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
Robert I. FrenkelSecretary
Secretary
April 16, 2020[ ], 2021
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Funds Holding Special Meetings of Shareholders Scheduled to Be Held on July 14, 2020Legg Mason Global Asset Management Trust
Note: Each Fund is organized as a series of a Maryland statutory trust (a “Trust”). The Trusts are registered investment companies.Legg Mason Partners Equity Trust
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LEGG MASON-SPONSORED FUNDS
620 Eighth280 Park Avenue 49th Floor
New York, NY 10018
April 16, 202010017
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 solicitation by the BoardsBoard of Trustees (each, a “Board” and each Board member, a “Trustee” or a “Board Member”) of each of the Funds listed in the accompanying Notice of Special Meetings of ShareholdersLegg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (each, a “Fund”“Trust”), of proxies to be voted at a joint special meetingsmeeting of shareholders of each such FundTrust, including their various series (each, a “Fund” and collectively, the “Funds”), scheduled to be held on July 14, 2020 at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018Tuesday, June 15, 2021 (for each Fund,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 11:10:00 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 FundTrust has determined that the use of this Joint Proxy Statement for each Meeting is in the best interests of the FundFunds and their shareholders in light of the similarrelated matters being considered and voted on by the shareholders of each Fund.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 to shareholders on or about April 16, 2020.[ ], 2021.
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Each Fund is organized as a series of a Maryland statutory trust (a “Trust”).trust. The Trusts are registered investment companies. A list of each Trust, and the series of each Trust, is set forth inAppendix A.
Shareholders of record at the close of business on AprilMarch 1, 20202021 (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 of the Fund represented by the shareholder’s shares of that Fund. Shareholders of each Fund will vote as a single classthe Fund(s) on the proposals on which they are entitled to vote. Shareholders are not entitled to any appraisal rights as the result of any proposal to be considered at the Meetings.Record Date.
The number of shares of each Fund outstanding as ofat the close of business on April 1, 2020the Record Date and the net assets of each Fund as of that date are shown inAppendix B.
The Fund of which you are a shareholder is named on athe proxy card included with this Joint Proxy Statement.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 onas 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 proposals applicableproposal with respect to EACH Fund you own. If you vote by telephone or over the Internet, you maywill 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 Fund’sTrust’s Meeting will be voted at thethat Meeting. On the matters coming before eachthe 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 one or more proposals,Proposal 1, the shares will be voted “FOR” each such proposal.all of the nominees. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to any or all proposalsthe proposal at any time before a vote is taken on athe proposal by filing with the applicable FundTrust a written notice of revocation (addressed to the Secretary of the FundTrust at the principal executive offices of the FundTrust 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
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exercise of the authority granted in the proxy card. Merely attending the Meetings,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 Meetings.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 sentprovided to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth inonAppendix AH of this Joint Proxy Statement.. 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 Legg Mason Funds, 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.
The following table summarizes each proposal to be presented at the Meetings, and shareholders of which Funds are being asked to vote on each proposal. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposals on which you are being asked to vote.
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SummaryVOTE REQUIRED AND MANNER OF VOTING PROXIES
The Board of Proposals
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Vote RequiredTrustees 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 Mannerthe voting power of Voting Proxies
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 each Meeting.the Meeting on Proposal 1 with respect to such Trust. For each Fund thatTrust, the quorum requirement for Proposal 1 is a series of Legg Mason Partners Equity Trust or Legg Mason Partners Variable Equity Trust, a quorum consists of 30% of the voting power of the sharesTrust taken as a whole as of that Fund on the Record Date, based on each dollarDate. 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 the Fund represented by such shares. For each Fund that is a series of Legg Mason ETF Investment Trust, a quorum consists of 33 1/3%all of the voting poweroutstanding shares (including fractional shares) of the sharesTrust as of that Fund onthe Record Date. Each share (or fractional share) of a Trust outstanding as of the Record Date based on each dollaris entitled to a number of votes equal to the net asset value of the Fund represented by such shares.
For each Fund, a quorumthat share (or fractional share) as of the shareholders for the particular FundRecord Date. This is required in orderreferred to take any action for that Fund with respect to Proposal 1 and Proposal 2, whether or not there is a quorum of the shareholders for the Trust as a whole.“dollar-weighted” voting.
Votes cast at each Meeting will be tabulated by the inspectors of election appointed for thethat 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. The inspectors of election will treat abstentions
Abstentions and “broker non-votes” (shares held by brokers or nominees, typically in “street name,” as presentto 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.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 a proposal,Proposal 1, your shares will be voted “FOR” Proposal 1 and Proposal 2.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 eachthe 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 before the Meetings. A broker-dealer that is a member1 may be deemed an instruction to vote such shares in favor of all of the New York Stock Exchange and that has not receivednominees. With respect to routine matters such as Proposal 1, if a beneficial owner fails to provide voting instructions from a customer or client prior toby the date specified in a broker-dealer firm’s proxy solicitation materials, the Trusts
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understand that the broker-dealer firm’s request forfirm may exercise discretionary voting instructions may not vote such customer’s or client’s sharespower with respect tonon-routine proposals, including Proposal 1 and Proposal 2.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 a Proposalthe proposal may be deemed to authorize a service provideragent to vote such shares in favor of the applicable Proposal.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 variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (the “Variable Annuity Funds”). The rights accompanying shares of certain of the Variable Annuity Funds are legally vested in the variable annuity contracts and variable life insurance products offered by the separate accounts of participating life 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 proxy cardvoting instruction form or other authorization by a holder that does not specify how the holder’s shares should be voted on athe proposal may be deemed an instruction to vote such shares in favor of all of the applicable 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. Each participating 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 orand variable life insurance policies could
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determine how a participatingan 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 this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance policies.
If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, or if you hold shares through a
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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 these proposals.the nominees. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.
Certain Funds are Funds“Funds of FundsFunds” that invest in shares of other Legg Mason-sponsored Funds (“Underlying Funds”). For both Proposals, eachEach Fund of Funds intends to vote its shares in an Underlying Fund in the same proportion as the votes received from other shareholders of the Underlying Fund.Fund, sometimes called “mirror voting.”
Legg MasonLMPFA and each Fund’s subadviser(s) are subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Franklin Resources, together with its subsidiaries, operates as Franklin Templeton. Franklin Templeton and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of Proposals 1 and 2.all of the nominees. Unless otherwise provided in client guidelines, Legg MasonFranklin Templeton and its affiliates generally intend to vote Fund shares owned in a client account over which Legg MasonFranklin Templeton or an affiliate has discretionary authority in favor of Proposals 1 and 2. If Legg Mason’s ownership, orall of the ownership of a client account over which Legg Mason has discretionary authority, represents a sizeable enough portion of a Fund’s outstanding shares, Legg Mason’s vote will ensure that the Proposals for the Fund will be approved.nominees. Please seeAppendix HI for information regarding persons, including Legg MasonFranklin Templeton and its affiliates, that beneficially owned or owned of record 5% or more of the outstanding shares of a class of eacha Fund.
Each ofProposal 1andProposal 2:1:
RequiresFor each Trust, nominees must be elected by a “1940 Act Majority Vote”plurality of the outstanding voting securitiesvotes cast at the Meeting at which a quorum exists.
For each Trust, the shareholders of the applicable Fund, votingall series will vote together as a single class.
A “1940 Act Majority Vote” of the outstanding voting securities of a Fund means the affirmative vote of the lesser of (a) 67% or more ofclass and the voting power of the voting securitiesshares of each series will be counted together in determining the Fund that are present at the Meeting or represented by proxy if holders of shares representing more than 50%results of the voting powerfor the proposal.
THE PROPOSAL TO ELECT TRUSTEES
The purpose of the outstanding voting securitiesproposal 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 Fund are present or represented by proxy or (b) more than 50%nominees, which will result in a single group of Trustees (the “Combined Board”), comprised of members of both Existing Boards, overseeing all of the voting powerFunds.
The nominees for Trustees of the outstanding voting securitiesCombined 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 Fund.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.”)
Approval
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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 ProposalTrust 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 occur only ifbe 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 sufficient number of votes atmatters about governance of the Meeting are cast “FOR” that Proposal.
Abstentions and brokernon-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposals. Any abstentions or brokernon-votes would effectively be treated as votes “AGAINST” Proposal 1 and Proposal 2. “Broker non-votes” are shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received fromFunds. Among other things, the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter. Please note that broker non-votes are not expectedExisting Boards concluded with respect to the mattersestablishment 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 its 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 because brokersor 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 the 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 any further changes in Board size permitted by applicable law and the applicable Trust’s charter documents.
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. 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 Combined 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, 2020, which coincides with the last fiscal year of certain of the Funds, as shown in Appendix H.
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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 Funds 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 financial reporting of the Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Committee.
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.
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 and any Covered Service Provider constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (i) the Fund, (ii) the Fund’s manager and (iii) any Covered Service Provider during the fiscal year in which services are provided that would not have to be approved by the Committee; (b) the permissible non-audit services were not recognized by the Fund at the 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 the Audit 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, and, 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 receive instructions frombe 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 a Fund must be received at the offices of the Fund, 620 Eighth Avenue, New York, NY 10018, 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.
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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 outside counsel to the Independent Trustees of the Board that oversees the Fund for further distribution as deemed appropriate by such persons.
Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’s Chief Compliance Officer (“CCO”). Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Joint Proxy Statement and costs in connection with the solicitation of proxies will generally be allocated among the Funds on the basis of their respective net assets. In accordance with an agreement by Franklin Templeton to bear certain costs associated with the Meeting with respect to Funds overseen by Existing Board 2, and in accordance with any contractual cap or voluntary agreement to waive fees and/or reimburse expenses for certain Funds overseen by Existing Board 1 and certain Funds overseen by Existing Board 2, for those Funds Franklin Templeton will bear 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 affiliates, 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 Joint Proxy Statement and proxy materials to the beneficial owners or persons entitled to vote in order to submit proxies.
Please note that even if shareholders of your Fund approve Proposal 1 and/or Proposal 2, it is possible that new managementeach Fund’s shares. In addition, the Funds and subadvisory agreements for your Fund will not take effect. This is because the completion of the acquisition of Legg Mason by Franklin Templeton will not occur unless certain conditionshave retained Computershare, a proxy solicitation firm, to assist in the solicitation of proxies. Computershare may solicit proxies personally and by telephone. The mailing service, proxy solicitation costs, and postage and printing costs associated with this Joint Proxy Statement are met. Oneestimated at approximately $3.4 million, plus reimbursements of out-of-pocket expenses. The Funds’ share of these conditions is that advisory clients of Legg Mason investment affiliates, which would include advisory clients that are not Funds, representing a specified percentage of Legg Mason revenue consentcosts, after giving effect to the continuationagreements and caps described above, is not expected to exceed approximately $2.7 million.
The fiscal year end of their advisory relationships after completion of the sale. If this does not take place, new management and subadvisory agreements will not take effect. On the other hand, the sale may take place even if shareholders ofeach Fund is as set forth in Appendix H.
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your Fund doInformation Concerning the Managers, Subadvisers, Distributor and Administrator
LMPFA has offices at 620 Eighth Avenue, New York, New York 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 approve Proposal 1 and/or Proposal 2. If this should happen,intend to present and does not have reason to believe that any other items of business will be presented at the Board of your Fund will implement interim management or subadvisory agreementsMeeting. However, if other
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matters are properly presented to the Meeting for a periodvote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of no more than 150 days in order to determine appropriate action, which could include continuing to solicit approvalthe best interests of new management or subadvisory agreements. The Board has approved interim management and subadvisory agreements to provide for maximum flexibility for your Fund’s future.
Adjournments and Postponementsthe Funds.
The Meeting with respect to one or more FundsTrusts 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 FundTrust may be postponed prior to the Meeting. If we decide to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). An announcement will also be filed with the Securities and Exchange Commission via its EDGAR system. In the event of any inconsistency between this proxy statement and the Fund’sa Trust’s governing documents or applicable law, the Fund’sTrust’s governing documents and applicable law will control.
PROPOSAL 1 — TO APPROVE A NEW MANAGEMENT AGREEMENT WITH YOUR FUND’S MANAGER
At the Meeting, you will be asked to approve a new management agreement between your Fund and Legg Mason Partners Fund Advisor, LLC (“LMPFA”), each Fund’s investment adviser (a “New Management Agreement”). Shareholders of each Fund vote on Proposal 1.
LMPFA is a wholly-owned subsidiary of Legg Mason. LMPFA is referred to herein as the “Manager.”
You are being asked to approve a New Management Agreement for your Fund because your Fund’s current management agreement will terminate upon the sale of Legg Mason to Franklin Templeton. The sale, which will result in a “change of control” of Legg Mason, is described in more detail below.
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that an advisory agreement of an investment company provide for automatic termination in the event of its “assignment” (as defined in the 1940 Act). A sale of a controlling block of an investment adviser’s “voting securities” (as defined in the 1940 Act) generally is deemed to result in an assignment of the investment adviser’s advisory agreements. The consummation of the transaction described below will constitute a sale of a controlling block of voting securities of the Manager that will result in the automatic termination of the current management agreement between each Fund and the Manager (a “Current Management Agreement”).
If shareholders of your Fund approve the New Management Agreement prior to the consummation of the transaction, it will be effective upon the consummation of the transaction. In the event that the transaction is not consummated, the Manager will continue to serve as investment adviser of your Fund pursuant to the terms of the Current Management Agreement.
There will be no increase in management fee rates as a result of the New Management Agreement for your Fund. The Transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by the Manager to your Fund.
The date of the Current Management Agreement for your Fund, the date on which the Current Management Agreement was last approved by your Fund’s shareholders and the contractual investment management fees
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payable to the Manager as investment adviser to your Fund are set forth inAppendix C of this Joint Proxy Statement. Aggregate management fees paid to the Manager by your Fund during the last fiscal year are set forth inAppendix E of this Joint Proxy Statement. The date the Board last approved the continuation of the Current Management Agreement is set forth inAppendix Cof this Joint Proxy Statement.
Description of the Transaction
Legg Mason is the parent company of your Fund’s Manager and subadvisers. In February, 2020, Legg Mason entered into a definitive agreement (the “Transaction Agreement”) with Franklin Templeton, under which Franklin Templeton will acquire Legg Mason. Under the terms of the Transaction Agreement, Franklin Templeton will pay, in cash at closing, $50.00 per share of Legg Mason common stock and will assume approximately $2 billion of Legg Mason’s outstanding debt (the “Transaction”). The total value of the Transaction is approximately $6.5 billion. Upon completion of the Transaction, your Fund’s Manager and the subadvisers will become wholly owned subsidiaries1 of Franklin Templeton.
Consummation of the Transaction is subject to certain terms and conditions, including, among others: (i) approval of the Transaction by Legg Mason shareholders; (ii) receipt of applicable regulatory approvals; and (iii) consent by advisory clients of Legg Mason investment affiliates representing a specified percentage of the revenue attributable to the assets under management for those clients to continue their advisory relationships with the Legg Mason investment affiliates following the consummation of the Transaction. This includes approval by shareholders of Funds having sufficient assets of new management and subadvisory agreements to replace those that will terminate automatically upon consummation of the Transaction, as described below. Subject to satisfaction or waiver of the terms and conditions, the Transaction is expected to close in the third quarter of 2020.
Legg Mason investment affiliates serve as subadvisers to the Funds. As part of the Transaction, Franklin Templeton will maintain the investment autonomy of the Legg Mason investment affiliates that manage the investments of your Funds, including ClearBridge, ClearBridge RARE, QS Investors, Royce Investment Partners and Western Asset.
Upon consummation of the Transaction, Franklin Templeton will be one of the world’s largest independent, specialized global investment managers with a combined $1.5 trillion in assets under management (based on its and Legg Mason’s assets under management as of January 31, 2020). Assets under management are subject to fluctuation based on market conditions and other factors. The investment platform of the combined organization will be balanced between retail and institutional client assets under management. The combined organization will have greater scale, broader distribution capabilities and new opportunities to grow. Approval of the new management and subadvisory agreements will provide continuity of the investment program you selected through your investment in the Funds and allow the Funds’ operations to continue uninterrupted after the sale.
Information Concerning the Parties to the Transaction
Legg Mason. Legg Mason, whose principal executive offices are at 100 International Drive, Baltimore, Maryland 21202, is a financial services holding company that provides asset management and financial services through its investment affiliates. Legg Mason’s investment affiliates, which include Brandywine Global, Clarion Partners, ClearBridge, ClearBridge RARE, Martin Currie, QS Investors, Royce Investment Partners and Western Asset, operate with investment independence and have specialized expertise across equity, fixed income, alternative and liquidity investments and markets around the globe. Legg Mason’s assets under management were approximately $806 billion as of January 31, 2020.
Franklin Templeton. Franklin Resources, Inc. (“FRI”), whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. Through specialized teams, Franklin Templeton has expertise across all asset classes, including equity, fixed income, alternatives and custom multi-asset solutions. Franklin Templeton has more than 600 investment professionals, who are supported by Franklin Templeton’s integrated, worldwide team of risk management professionals and global trading desk network, and has employees in over 30 countries.
1 Except for Royce & Associates, LP, which is currently a majority-owned subsidiary of Legg Mason and will become a majority-owned subsidiary of Franklin Templeton upon completion of the Transaction.
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The common stock of FRI is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index.
Impact on the Investment Advisory Services Provided to Your Fund
The Transaction is not expected to result in any diminution in the nature, extent or quality of the services provided by the Manager to your Fund and its shareholders. The Transaction also is not expected to result in any diminution in the nature, extent or quality of the services provided by the subadviser or subadvisers to your Fund and its shareholders.
In particular, the Transaction is not expected to result in any material changes in the manner in which the Manager or the subadvisers provide investment management services to your Fund. The Transaction also is not expected to result in changes in the personnel providing portfolio management services to your Fund. Following the consummation of the Transaction, the Manager and the subadvisers will be able to draw upon the resources of the combined Franklin Templeton, which will be one of the world’s largest independent asset managers with a broad distribution footprint.
Comparison of New Management Agreement with Current Management Agreement
The terms of the New Management Agreement for your Fund are identical to the terms of your Fund’s Current Management Agreement, except for the dates of execution, effectiveness and termination. The contractual management fee rates to be paid by your Fund are identical under the applicable Current Management Agreement and the New Management Agreement.
Set forth below is a general description of the New Management Agreement and a comparison of its terms to those of the Current Management Agreement. Shareholders should refer toAppendixI-1 for a more detailed comparison of the terms of the New Management Agreement and their Fund’s Current Management Agreement, andAppendixI-2 for a copy of the form of New Management Agreement.
Fees.As noted above, the contractual management fee rates to be paid by your Fund and the method of calculation are identical under the applicable Current Management Agreement and the New Management Agreement. The management fee schedule payable by your Fund under both the Current Management Agreement and the New Management Agreement is set forth inAppendix C.
Investment Management Services. Each of the Current Management Agreement and the New Management Agreement provides that, subject to the supervision of the Fund’s Board, the Manager regularly provides the Fund with investment research, advice, management and supervision, and furnishes a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies and restrictions. The Manager determines from time to time what securities and other investments will be purchased, retained or sold by the Fund and implements those decisions, all subject to the provisions of the Fund’s governing documents, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, other applicable federal and state law and any specific policies adopted by the Fund’s Board and disclosed to the Manager.
As noted above, under each of the Current Management Agreement and the New Management Agreement, the Fund’s Manager is authorized to 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 or others selected by it. Subject to any policies and procedures adopted by the Fund’s Board that may modify or restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions, brokers or dealers may be selected by the Manager 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) to the Funds and/or the other accounts over which the Manager or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” 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 a Fund which is in excess of the amount of commission or spread 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
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services provided by such broker or dealer. This determination may be viewed either in terms of that particular transaction or the overall responsibilities that the Manager and its affiliates have with respect to accounts over which they exercise investment discretion.
Each of the Current Management Agreement and the New Management Agreement provides that the Manager will perform other functions of investment management and supervision, in each case subject to the discretion of the Board. For certain Funds, each of the Current Management Agreement and the New Management Agreement also specifies that the Manager will exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities, subject to such direction as the Fund’s Board may provide.
Fund Administration Services. Each of the Current Management Agreement and the New Management Agreement provides that the Manager will also perform administrative, management or other services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, subject to the direction and control of the Fund’s Board. Such administrative services include (i) supervising the overall administration of the Fund, including maintaining the Fund’s books and records, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) maintaining the Fund’s existence, and (v) maintaining the registration and qualification of the Fund’s shares under federal and state laws.
Under each of the Current Management Agreement and the New Management Agreement, the Manager is also required to supply the Fund’s Board and officers with all information and reports reasonably required by them and reasonably available to the Manager. In addition, each of the Current Management Agreement and the New Management Agreement requires the Manager to furnish the Fund, at its own expense, with office facilities and all personnel reasonably necessary for the operation of the Fund.
Payment of Expenses. Each of the Current Management Agreement and the New Management (except for the agreements for the series of Legg Mason ETF Investment Trust) Agreement states that, except as specifically indicated therein, the Manager is not responsible for any of the Fund’s ordinary or extraordinary expenses. The Manager is required to bear all expenses, and furnish all necessary services, facilities and personnel, in connection with its responsibilities to provide the Fund with investment advisory and administrative services thereunder. Each of the Current Management Agreement and the New Management Agreement for the series of Legg Mason ETF Investment Trust provides that the Manager shall furnish all investment management, supervisory, administrative and other services reasonably necessary for the operation of the Fund, including certain distribution services, under a unitary fee structure.
Investment Subadvisers. Each of the Current Management Agreement and the New Management Agreement authorizes the Manager or the Fund to enter into contracts with investment subadvisers or subadministrators. These agreements permit subadvisers or subadministrators to be affiliates of the Manager. If the Manager contracts with a subadviser or subadministrator, as permitted under each of the Current Management Agreement and the New Management Agreement, the Manager would pay the subadvisory or subadministration fees, unless the Fund’s Board agrees otherwise.
Potential Conflicts of Interest. Each Fund and its Manager have adopted policies and procedures to address certain potential conflicts of interest that may arise in a typical investment advisory relationship. Certain of the Current Management Agreements and the New Management Agreements also contain provisions that address potential conflicts of interest. Among other things, these agreements provide that, if the purchase or sale of securities consistent with the investment policies of a Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in securities purchased or sold for more than one account must be allocated among the accounts in a manner deemed equitable by the Manager. In addition, if transactions of a Fund and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with the Manager’s policies and procedures as presented to the Fund’s Board from time to time. Each of the Current Management Agreement and the New Management Agreement specifically provides that the Manager may engage in any other business or render services of any kind.
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Limitation on Liability. Under each of the Current Management Agreement and the New Management Agreement, the Manager is not liable for any loss arising out of any investment or for any act or omission in the execution of securities transactions for a Fund. A Manager is not protected, however, for willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Agreement. The Current Management Agreements and New Management Agreements for certain Funds also clarify that the Manager assumes no responsibility other than to render the services called for by the Agreement in good faith, and that the Manager is not liable for any error of judgment or mistake of law, and that the Manager is not responsible for any action of the applicable Board in following or declining to follow the Manager’s advice or recommendations.
Term and Continuance. If approved by shareholders prior to the consummation of the Transaction, the Fund’s New Management Agreement will go into effect upon the consummation of the Transaction for atwo-year period. Thereafter, if not terminated, the New Management Agreement will continue in effect from year to year if such continuance is specifically approved at least annually (a) by the Board, or (b) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Board Members who are not interested persons of a party to the New Management Agreement, as required by the 1940 Act. The Current Management Agreements have similar provisions for their term and continuance, although the initial dates of the agreements differ and the initialtwo-year period has elapsed in most cases.
Termination.Each of the Current Management Agreement and the New Management Agreement may be terminated at any time, without the payment of any penalty, by the Fund or the Manager, upon written notice as provided in the Agreement. Each Management Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Current Management Agreements and New Management Agreements for certain Funds also limit the ongoing use of the name of the Manager following termination.
Additional Provisions. The Current Management Agreement for certain more recently established Funds identified inAppendixI-1 and AppendixI-2 includes additional provisions regarding third party beneficiaries and forum selection, which will also be included in the New Management Agreement for these Funds. The provisions described below apply only to the New Management Agreements for these Funds, and do not vary from the existing provisions for these Funds. These provisions are not included in the Current Management Agreement or New Management Agreement for any other Funds.
The New Management Agreement, like the Current Management Agreement, for these more recently established Funds provides that the Agreement does not create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors. In addition, the New Management Agreement for these Funds, like the Current Management Agreement, provides that any legal suit, action or proceeding related to, arising out of or concerning the agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York and submitted to the Commercial Division of that court (each, a “Designated Court”). The New Management Agreement for these Funds, like the Current Management Agreement, provides that each party to the Agreement (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court; and (c) waives any objection that either Designated Court is an inconvenient forum. The New Management Agreement for these Funds, like the Current Management Agreement, also provides that the Manager is not liable for any losses caused by natural disasters, failure or disruption of utilities, communications, computer or information technology and various circumstances beyond the Manager’s control.
Possible Interim Management Agreement
If the shareholders of your Fund do not approve the New Management Agreement and the Transaction is completed, an interim investment management agreement between your Fund’s Manager and your Fund (the “Interim Management Agreement”) will take effect upon the closing of the Transaction. The Board has approved the Interim Management Agreement to allow the Fund’s Manager to continue providing services to the Fund
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while shareholder approval of the New Management Agreement continues to be sought. The terms of the Interim Management Agreement are identical to those of the Current Management Agreement, except for the term and escrow provisions described below. The Interim Management Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of your Fund approve the New Management Agreement. The Fund’s Board or a “1940 Act Majority Vote” of the outstanding voting securities of a Fund may terminate the Interim Management Agreement on 10 calendar days’ written notice to the Manager without the payment of any penalty. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by the Manager under the Interim Management Agreement will be held in an interest-bearing escrow account. If shareholders of your Fund approve the New Management Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Management Agreement will be paid to the Manager. If shareholders of your Fund do not approve the New Management Agreement prior to the end of the150-day period, the Board of your Fund will consider what further action to take consistent with their fiduciary duties to the Fund, and the Manager will be paid the lesser of its costs incurred in performing its services under the Interim Management Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Board of your Fund would either negotiate a new investment advisory agreement with an advisory organization selected by the Board, subject to shareholder approval, or make other appropriate arrangements.
On March 9, 2020, during a telephonic meeting of each Fund’s Board, members of the Board discussed with Legg Mason management and certain Franklin Templeton representatives the Transaction and Franklin Templeton’s plans and intentions regarding the Funds and Legg Mason’s asset management business, including the preservation and continued investment autonomy of the investment advisory businesses conducted by Legg Mason’s separate investment advisory subsidiaries and the combination of Legg Mason’s and Franklin Templeton’s distribution resources. The Board members were advised that the Transaction, if completed, would constitute a change of control under the 1940 Act that would result in the termination of the Current Management Agreements and Current Subadvisory Agreements.
At concurrent meetings held on April 7, 2020, the Board of each Fund, including a majority of the Board Members who are not “interested persons” of the Funds or the Manager as defined in the 1940 Act (the “Independent Board Members”), approved the New Management Agreement between each Fund and its Manager and each New Subadvisory Agreement between each Fund’s Manager and its Subadviser or Subadvisers relating to the Fund.2 (The New Management Agreement for a Fund and the New Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “New Agreements,” the Current Management Agreement for a Fund and the Current Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “Current Agreements,” and the Manager and the Subadviser or Subadvisers for a Fund are referred to, collectively, as the “Advisers.”)
At these concurrent meetings, which included meetings of the full Board and separate meetings of the Independent Board Members, the Boards considered, among other things, whether it would be in the best interests of each Fund and its respective shareholders to approve the New Agreements, and the anticipated impacts of the Transaction on the Funds and their shareholders. To assist the Boards in their consideration of the New Agreements, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization, Legg Mason provided materials and information about Legg Mason, including performance and expense comparison data and profitability information by Fund and with respect to the Legg Mason fund complex as a whole, and Franklin Templeton and Legg Mason provided materials and information about the proposed Transaction between Legg Mason and Franklin Templeton.
2 This meeting was held telephonically in reliance on an exemptive order issued by the Securities and Exchange Commission on March 13, 2020. Reliance on the exemptive order was determined to be necessary and appropriate due to circumstances related to the potential effects ofCOVID-19. All Board Members participating in the telephonic meeting were able to hear each other simultaneously during the meeting. Reliance on the exemptive order requires Board Members, including a majority of the Independent Board Members, to ratify actions taken pursuant to the exemptive order by vote cast at the nextin-person meeting.
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Before or during the April 7, 2020 concurrent meetings, the Boards sought certain information as they deemed necessary and appropriate. In connection with their consideration of the New Agreements, the Independent Board Members worked with their independent legal counsel to prepare requests for additional information that were submitted to Franklin Templeton and Legg Mason. The Boards’ requests for information sought information relevant to the Boards’ consideration of the New Agreements, distribution arrangements, and other anticipated impacts of the Transaction on the Funds and their shareholders. Franklin Templeton and Legg Mason provided documents and information in response to these requests for information. Following their review of this information, the Independent Board Members requested additional information to Franklin Templeton and Legg Mason. Franklin Templeton and Legg Mason provided further information in response to these requests, which the Boards reviewed. Senior management representatives from Franklin Templeton and Legg Mason participated in a portion of each of these meetings and addressed various questions raised by the Boards.
At each Board’s April 7, 2020 meeting, representatives of Legg Mason and Franklin Templeton made presentations to, and responded to questions from, the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive session with their counsel and senior representatives of Franklin Templeton, during which such representatives responded to further questions from the Independent Board Members regarding, among other things, the Transaction and Franklin Templeton’s business plan. Thereafter, the Independent Board Members met in executive session with their counsel to consider the New Agreements.
Each Board’s evaluation of the New Agreements reflected the information provided specifically in connection with their review of the New Agreements, as well as, where relevant, information that was previously furnished to the Boards in connection with the most recent renewal of the Current Agreements atin-person meetings held on November 5 and 6, 2019 (the “November Meeting”) and at other Board meetings throughout the prior year.
Among other things, the Board Members considered:
(i) the reputation, experience, financial strength and resources of Franklin Templeton and its investment advisory subsidiaries;
(ii) that Franklin Templeton informed the Boards that it intends to maintain the investment autonomy of the Legg Mason investment advisory subsidiaries;
(iii) that Franklin Templeton and Legg Mason informed the Boards that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and othernon-advisory services, and have represented that there are not expected to be any changes in the portfolio management personnel managing the Funds as a result of the Transaction;
(iv) that Franklin Templeton and Legg Mason informed the Boards regarding initial transition plans and that they are instituting long-term retention arrangements for key personnel;
(v) that Franklin Templeton informed the Boards that there are not expected to be any changes to the brokerage practices and standards applied by the Subadvisers in seeking best execution;
(vi) that there are not expected to be any changes to each Fund’s custodian or other service providers as a result of the Transaction;
(vii) that Franklin Templeton informed the Boards that it has no present intention to alter currently effective expense waivers and reimbursement arrangements after their expiration, and, while it reserves the right to do so in the future, it would consult with the applicable Fund’s Board before making any changes;
(viii) that Franklin Templeton does not expect to propose any changes to the investment objective(s) of any Fund or any changes to the principal investment strategies of any Fund as a result of the Transaction;
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(ix) the potential benefits to Fund shareholders from being part of a combined fund family with Franklin Templeton-sponsored funds and access to a broader array of investment opportunities;
(x) that Franklin Templeton’s distribution capabilities, particularly with respect to retail investors, and significant network of intermediary relationships may provide additional opportunities for the Funds to grow assets and lower expenses by spreading expenses over a larger asset base;
(xi) that Franklin Templeton and Legg Mason will each derive direct and ancillary benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered;
(xii) the fact that each Fund’s contractual management and, where applicable, subadministrative fee rates will remain the same and will not increase by virtue of the New Agreements;
(xiii) the terms and conditions of the New Agreements, including that each New Agreement is identical to its corresponding Current Agreement except for their respective dates of execution, effectiveness and termination;
(xiv) the support expressed by the current senior management team at Legg Mason for the Transaction and Legg Mason’s recommendation that the Boards approve the New Agreements;
(xv) that the Current Agreements, except in the case of newer Funds, are the product of multiple years of review and negotiation and information received and considered by the applicable Boards in the exercise of their business judgment during those years. At the November Meeting, the Boards conducted a full review of the investment advisory and distribution arrangements for each Fund, other than newer Funds, and approved the Current Agreements in accordance with the provisions of the 1940 Act. Without any one factor being dispositive, in approving the Current Agreements, the Boards determined, in the exercise of the Board Members’ business judgment, that: (i) overall, the Board was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the respective Agreement by the Manager and Subadvisers and their affiliates; (ii) the overall performance of the Funds was satisfactory and that management, in response to Funds underperforming their benchmark and peers, was committed to providing the resources necessary to assist the Funds’ portfolio managers; (iii) the Funds’ management fees and cost structure are reasonable in light of the comparative performance and expense information and in relation to the services provided; (iv) in light of the costs of providing investment management and other services to the Funds and the Manager’s and Subadvisers’ ongoing commitment to the Funds and the fee waivers in effect for certain Funds, the profits that Legg Mason and its affiliates received were considered to be not excessive; (v) many Funds had asset level break points in the management fee structure and that shareholders of these Funds would benefit to the extent the Fund’s assets increased, that for those Funds without breakpoints, to the extent such Fund’s assets increase over time, the Fund and its shareholders should realize other economies of scale or efficiencies as certain expenses, such as fixed fund fees, become a smaller percentage of overall assets, and that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources; and (vi) the ancillary benefits that the Manager and Subadvisers and their affiliates received were considered reasonable. The date of each Board’s most recent full annual review of the Current Agreements is noted inAppendixC(Current Management Agreements) andAppendix D(Current Subadvisory Agreements);
(xvi) that the Current Agreements were considered and approved as recently as the November Meeting, except in the case of a newer Fund currently in the initial term of its agreement;
(xvii) that the Funds will not bear the costs of obtaining shareholder approval of the New Agreements, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statement, regardless of whether the Transaction is consummated; and
(xviii) that under the Transaction Agreement Franklin Templeton has acknowledged that Legg Mason had entered into the Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton agreed to use reasonable best efforts to conduct its business so that (a) for a period of not less than three years after the closing of the Transaction no
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more than 25% of the members of the Board shall be “interested persons” (as defined in the 1940 Act) of any investment adviser for a Fund, and (b) for a period of not less than two years after the closing, neither Franklin Templeton nor any of its affiliates shall impose an “unfair burden” (within the meaning of the 1940 Act, including any interpretations orno-action letters of the Securities and Exchange Commission) on any Fund as a result of the transactions contemplated by the Transaction Agreement or any express or implied terms, conditions or understandings applicable thereto.
Certain of these considerations are discussed in more detail below.
In their deliberations, the Board Members considered information received in connection with the most recent approval or continuation of each Current Agreement in addition to information provided by Franklin Templeton and Legg Mason in connection with their evaluation of the terms and conditions of the New Agreements. In connection with the most recent approval or continuation of each Current Agreement, and in connection with their review of each New Agreement, the Board Members did not identify any particular factor that wasall-important or controlling, and each Board Member may have attributed different weights to the various factors. The Board Members evaluated such information they deemed reasonably necessary to evaluate the terms of the Agreements on aFund-by-Fund basis with respect to their consideration of the Current Agreements and the New Agreements, and made their determinations separately in respect of each Fund.
The information provided and presentations made to each Board encompassed each Fund and all other Funds for which the Board has responsibility. This information was initially reviewed by a special committee of the Independent Board Members and then by the full Board. The discussion below for each Fund covers both the advisory and the administrative functions rendered by the Manager for the Fund, both of which functions are encompassed by the New Management Agreement for the Fund, as well as the advisory functions rendered by the Subadviser(s) pursuant to the New Subadvisory Agreement(s) for the Fund. The Independent Board Members of each Fund considered the New Management Agreement and the New Subadvisory Agreement(s) separately in the course of their review. In doing so, they considered the respective roles and compensation of the Manager and the Subadviser(s) in providing services to the Fund.
The Independent Board Members were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members of each Fund received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the New Agreements for the Fund. The Independent Board Members of each Fund discussed the Transaction and the proposed approval of the New Agreements for the Fund on multiple occasions with their independent legal counsel in private sessions at which no representatives of Franklin Templeton, Legg Mason, or the Manager or Subadviser(s) for the Fund were present.
Nature, extent and quality of the services under the New Agreements
The Board of each Fund received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser(s) under the Current Agreements. In evaluating the nature, quality and extent of the services to be provided by the Advisers under the New Agreements, the Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of each Adviser, and that Franklin Templeton and Legg Mason have advised the Boards that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and othernon-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction. The Board has received information at regular meetings throughout the past year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadviser(s) took into account the Board Members’ knowledge gained as Board Members of the Funds, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Manager and the Subadviser(s), and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the
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Manager and the Subadviser(s), and the undertakings required of the Manager and Subadviser(s) in connection with those services, including maintaining and monitoring their own and the Fund’s compliance programs, liquidity management programs and cybersecurity programs, had expanded over time as a result of regulatory, market and other developments. The Board has received and reviewed on a regular basis information from the Manager and the Subadviser(s) regarding the Fund’s compliance policies and procedures established pursuant to Rule38a-1 under the 1940 Act, and took that information into account in its evaluation of the New Agreements. The Board also considered the risks associated with the Fund borne by the Manager and its affiliates (such as entrepreneurial, operational, reputational, litigation and regulatory risk), as well as the risk management processes of the Manager and Subadviser(s).
The Board of each Fund considered information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition.
The Board also reviewed the qualifications, backgrounds and responsibilities of the senior personnel of the Manager and the Subadviser(s) and the team of investment professionals primarily responsible for theday-to-day portfolio management of the Fund. The Board also considered the combined financial resources of Legg Mason and Franklin Templeton and the importance of having a Fund manager with, or with access to, significant organizational and financial resources. The Board considered the benefits to the Fund of being part of a larger combined organization with greater financial resources following the Transaction, particularly during periods of market disruptions and volatility.
The Board also considered the policies and practices of the Manager and the Subadvisers regarding the selection of brokers and dealers and the execution of portfolio transactions for the Fund, and Franklin Templeton’s representations that the brokerage practices and standards applied by the Manager and Subadvisers in seeking best execution will continue.
The Board received performance information for each Fund, as well as for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, based on classifications provided by Thomson Reuters Lipper (“Lipper”). The Board was provided with a description of the methodology used to determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that, while the Board has found the Broadridge data generally useful the Board Members recognized the limitations of such data, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. It was also noted that the Board has received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against the Fund’s peers, including at the November Meeting. In addition, the Board considered the Fund’s performance in light of overall financial market conditions. Where the Fund’s performance was below the median during one or more specified periods, the Board noted the explanations from the Advisers concerning the Fund’s relative performance versus the peer group for the various periods. For new Funds, the Board considered that the Fund had recently commenced operations and thus had a relatively limited performance history.
Based on their review of the materials provided and the assurances they had received from Franklin Templeton and Legg Mason, the Board Members determined that the Transaction was not expected to affect adversely the nature, extent and quality of services provided by each Adviser and that the Transaction was not expected to have an adverse effect on the ability of the Advisers to provide those services, and the Board of each Fund concluded that, overall, the nature, extent and quality of services expected to be provided, including performance, under the New Agreements for the Fund were sufficient and supported a decision to approve each New Agreement.
Management fees and expense ratios
The Board considered that it had reviewed each Fund’s management fee and total expense ratio at the November Meeting. The Board considered that the New Management Agreement does not change any Fund’s
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management fee rate or the computation method for calculating such fees, and that there is no present intention to alter expense waiver and reimbursement arrangements that are currently in effect.
The Board of each Fund reviewed and considered the contractual management fee and the actual management fee rates paid by the Fund to the Manager in light of the nature, extent and quality of the management and subadvisory services provided and expected to be provided by the Manager and the Subadviser(s). The Board also noted that the compensation paid to the Subadviser(s) is the responsibility and expense of the Manager, or in some cases, another Subadviser, and not the Fund. In addition, the Board received and considered information provided by Broadridge comparing the contractual management fee rate and the actual management fee rate paid for the Fund, as well as the total actual expenses for the Fund, with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Lipper. It was noted that, while the Board has found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board also considered the management fee, the fees of each Subadviser and the portion of the management fee retained by the Manager after payment of the subadvisory fees, in each case in light of the services rendered for those amounts. The Board also received an analysis of Legg Mason complex-wide management fees for Funds with a similar strategy provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
For QS Conservative Growth Fund, QS Defensive Growth Fund, QS Growth Fund, QS Moderate Growth Fund, QS Variable Conservative Growth, QS Variable Growth and QS Variable Moderate Growth, the Board considered that the Fund bears indirectly its pro rata share of the expenses of the underlying funds in which it invests, including management fees payable by such underlying funds to the Manager or its affiliates. The Board noted that there is no management fee payable by the Fund to the Manager orsub-investment advisory fees payable by the Fund to the Subadvisers. With respect to QS Dynamic Multi-Strategy Portfolio, which invests in other mutual funds pursuant to an SEC exemptive order, the Board considered, as it did for the November Meeting, whether the fee under the Fund’s Management Agreement is based on services provided that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the underlying funds in which the Fund invests. In addition, with respect to CB Large Cap Value Fund, the Board noted the “fulcrum” performance fee payable by the Fund which is based in part on the performance of the Fund relative to the S&P 500 Index, and the effect on the advisory fee paid by the Fund.
The Board of each Fund reviewed information regarding fees charged by the Manager and/or the Subadviser(s) to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts. The Manager reviewed with the Board the differences in services provided to these different types of accounts, including that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences in management of these different types of accounts and the differences in associated risks borne by the Advisers.
In evaluating the costs of the services to be provided by the Advisers under the New Agreements, the Board Members considered, among other things, whether management fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from Franklin Templeton and Legg Mason, the Board Members determined that the Transaction would not increase the total fees payable by each Fund for management services.
Taking all of the above into consideration, as well as the factors identified below, the Board of each Fund determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services to be provided to the Fund under the New Agreements.
Profitability and economies of scale
The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason
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fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been previously reviewed by an outside consultant. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund.
The Board of each Fund received and considered information concerning whether the Advisers realize economies of scale as the Fund’s assets grow. In conjunction with their most recent or prior deliberations concerning the Current Agreements, the Board Members have noted that advisory or management fee reductions and fee breakpoints had been implemented for certain Funds, as well as contractual expense limitations. For those Funds without breakpoints, the Board noted that to the extent such Fund’s assets increase over time, the Fund and its shareholders should realize other economies of scale or efficiencies 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 (e.g., enhanced cyber security oversight, enhanced risk management oversight, etc.).
The Board Members noted that Franklin Templeton and Legg Mason expected to realize cost savings from the Transaction based on synergies of operations, as well as to benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, they noted that other factors could also affect profitability and potential economies of scale, and that it was not possible to predict with any degree of certainty how the Transaction would affect the Advisers’ profitability from their relationship with the Funds, nor to quantify at this time any possible future economies of scale. The Board Members noted they will have the opportunity to periodicallyre-examine such profitability and any economies of scale going forward.
Other benefits to the Advisers
The Board of each Fund considered other benefits received by the Manager, the Subadviser(s) and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadviser(s) to the Fund, the Board considered that the ancillary benefits that the Manager, the Subadviser(s) and their affiliates receive were reasonable. In evaluating thefall-out benefits to be received by the Advisers under the New Agreements, the Board Members considered whether the Transaction would have an impact on thefall-out benefits received by virtue of the Current Agreements.
The Board of each Fund considered that Franklin Templeton may derive reputational and other benefits from its ability to use the Legg Mason investment affiliates’ names in connection with operating and marketing the Funds. The Board of each Fund considered that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities.
Conclusion
After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Board Members of each Fund, including the Independent Board Members, concluded that the New Agreements for your Fund, including the fees payable thereunder, were fair and reasonable and that entering into the New Agreements for the Fund was in the best interests of the Fund’s shareholders, and they voted to approve the New Agreements and to recommend that shareholders approve the New Agreements.
Section 15(f) provides anon-exclusive “safe harbor” for an investment company’s adviser or any affiliated persons of the adviser to receive any amount or benefit in connection with a change of control of the investment adviser as long as two conditions are met. First, during the three-year period immediately following the sale of such interest, at least 75% of the investment company’s board of directors/trustees must not be “interested persons” of the investment adviser (or predecessor investment adviser, if applicable) within the meaning of the
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1940 Act. Second, there may not be imposed an “unfair burden” on the investment company as a result of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during thetwo-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).
The Boards have not been advised by Legg Mason or Franklin Templeton of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” being imposed on the Fund. Moreover, Franklin Templeton has advised the Boards that Franklin Templeton will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction.
Information about the Manager, the Subadvisers and Affiliated Service Providers
Manager and Subadvisers
LMPFA is a registered investment adviser and is a wholly owned subsidiary of Legg Mason. LMPFA, with offices at 620 Eighth Avenue, New York, New York 10018, provides investment management and/or administrative and certain oversight services to the Funds. As of December 31, 2019, LMPFA’s total assets under management were approximately $202.1 billion. LMPFA serves as the administrator or subadministrator for those Funds for which it is not the Manager and will continue to provide such services following the consummation of the Transaction.
ClearBridge has offices at 620 Eighth Avenue, New York, New York 10018 and is an investment adviser that manages U.S. and international equity investment strategies for institutional and individual investors. ClearBridge has been committed to delivering long-term results through active management for more than 50 years, and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of December 31, 2019, ClearBridge’s total assets under management (including assets under management for ClearBridge, LLC, an affiliate of ClearBridge) were approximately $154.6 billion, including $25.0 billion for which ClearBridge providesnon-discretionary investment models to managed account sponsors.
Western Asset Management Company, LLC (“Western Asset”), established in 1971, 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”) was founded in 1984 and has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Management Company Ltd (“Western Asset Japan”) was founded in 1991 and has offices at 36F Shin-Marunouchi Building,5-1 Marunouchi1-ChomeChiyoda-Ku, Tokyo100-6536, Japan. Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) was established in 2000 and has offices at 1 George Street#23-01, Singapore 049145. Western Asset, Western Asset London, Western Asset Japan and Western Asset Singapore act as investment advisers to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. As of December 31, 2019, the total assets under management of Western Asset and its supervised affiliates, including Western Asset London, Western Asset Japan and Western Asset Singapore, were approximately $456.3 billion.
Information about the Manager, the Subadvisers and Affiliated Service Providers
Manager and Subadvisers
LMPFA is a registered investment adviser and is a wholly owned subsidiary of Legg Mason. LMPFA, with offices at 620 Eighth Avenue, New York, New York 10018, provides investment management and/or administrative and certain oversight services to the Funds. As of December 31, 2019, LMPFA’s total assets under management were approximately $202.1 billion. LMPFA serves as the administrator or subadministrator for those Funds for which it is not the Manager and will continue to provide such services following the consummation of the Transaction.
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ClearBridge has offices at 620 Eighth Avenue, New York, New York 10018 and is an investment adviser that manages U.S. and international equity investment strategies for institutional and individual investors. ClearBridge has been committed to delivering long-term results through active management for more than 50 years, and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of December 31, 2019, ClearBridge’s total assets under management (including assets under management for ClearBridge, LLC, an affiliate of ClearBridge) were approximately $154.6 billion, including $25.0 billion for which ClearBridge providesnon-discretionary investment models to managed account sponsors.
Western Asset Management Company, LLC (“Western Asset”), established in 1971, 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”) was founded in 1984 and has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Management Company Ltd (“Western Asset Japan”) was founded in 1991 and has offices at 36F Shin-Marunouchi Building,5-1 Marunouchi1-ChomeChiyoda-Ku, Tokyo100-6536, Japan. Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) was established in 2000 and has offices at 1 George Street#23-01, Singapore 049145. Western Asset, Western Asset London, Western Asset Japan and Western Asset Singapore act as investment advisers to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. As of December 31, 2019, the total assets under management of Western Asset and its supervised affiliates, including Western Asset London, Western Asset Japan and Western Asset Singapore, were approximately $456.3 billion.
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 and its affiliates manage assets for clients around the globe including government, corporate and industry pension funds, sovereign wealth funds, as well as retail funds in Australia and Canada. RARE is a wholly-owned subsidiary of RARE Infrastructure Limited (“RIL”), an Australian based investment manager. As of December 31, 2019, the total assets under management of RARE, RIL, and their supervised affiliates were approximately $4.9 billion.
QS Investors, LLC (“QS Investors”) has offices at 880 Third Avenue, 7th Floor, New York, New York 10022. QS Investors provides asset management services primarily for institutional accounts, such as corporate pension and profit sharing plans; endowments and foundations; investment companies (including mutual funds); and state, municipal and foreign governmental entities. As of December 31, 2019, QS Investors had assets under management of approximately $18.7 billion.
Royce & Associates, LP (“Royce”) has offices at 745 Fifth Avenue, New York, NY 10151. Royce is a registered investment adviser. Royce is responsible for the management of their assets. Royce has been investing in smaller-company securities with a value approach for more than 40 years. As of December 31, 2019, Royce had assets under management of approximately $13.7 billion.
Affiliated Service Providers
Legg Mason Investor Services, LLC (“LMIS”), 100 International Drive, Baltimore, MD 21202, a wholly-owned broker/dealer subsidiary of Legg Mason, serves as the principal underwriter for each Fund. LMIS will continue to act as the Funds’ principal underwriter following the consummation of the Transaction. LMIS also serves as a service agent of the Funds and is expected to continue to provide such services following the consummation of the Transaction.
Additional Information about the Manager, the Subadvisers and Affiliated Service Providers
The tables set forth in Appendix E show amounts paid to affiliates of the Manager and the Subadvisers during the Funds’ most recently completed fiscal year. There were no other material payments by the Funds to Legg Mason, the Manager, the Subadvisers or any of their affiliates during that period. No Fund paid commissions to an affiliated broker for the Fund’s most recently completed fiscal year.
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The names and principal occupations of the directors and principal executive officers (or persons performing similar functions) of the Manager and the Subadvisers are as set forth in AppendixF-1. The principal address of each individual as it relates to his or her duties at the applicable Manager/Subadviser is the same as that of the Manager/Subadviser.
Each officer of the Funds, as well as Jane E. Trust, an interested Board Member of the Funds, is an employee of the Manager and/or Subadviser as set forth inAppendixF-2.No Independent Board Member of a Fund owns any securities of, or has any other material direct or indirect interest in, Legg Mason, Franklin Templeton or any of their respective affiliates, except as follows: Mr. Jerome Miller disclosed to the full Board that he owns shares of Franklin Templeton. Mr. Miller did not participate in the entirety of the private discussions of the Independent Board Members regarding the Transaction and the Agreements.
The Manager and the Subadvisers may provide investment advisory services to certain other funds that may have investment objectives and policies similar to those of the Funds. The table set forth in Appendix Glists other funds advised by the Manager or the Subadvisers, the net assets of those funds, and the management fees the Manager or the Subadvisers received from those funds during the fiscal years ended on the dates noted.
To become effective with respect to your Fund, the New Management Agreement with your Fund’s Manager must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of the Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”
Your Fund’s Board recommends that you vote “FOR” this proposal.
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PROPOSAL 2—TO APPROVE A NEW SUBADVISORY AGREEMENT WITH EACH SUBADVISER OF YOUR FUND
At the Meeting, you will be asked to approve a new subadvisory agreement (each a “New Subadvisory Agreement”) with respect to each of your Fund’s subadvisers (each, a “Subadviser,” and collectively, the “Subadvisers”). You are entitled to vote on a New Subadvisory Agreement with each Subadviser of your Fund. The name of your Fund appears below under the heading for each Subadviser of your Fund. Please also see the chart above in “Summary of Proposals.”
PROPOSAL2-A: Approve a new subadvisory agreement with ClearBridge Investments, LLC
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PROPOSAL2-B: Approve a new subadvisory agreement with ClearBridge RARE Infrastructure (North America) Pty Limited (formerly known as RARE Infrastructure (North America) Pty Ltd.)
Fund affected:
Legg Mason ETF Investment Trust
Legg Mason Global Infrastructure ETF
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PROPOSAL2-C: Approve a new subadvisory agreement with QS Investors, LLC
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PROPOSAL2-D: Approve a new subadvisory agreement with Western Asset Management Company, LLC
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PROPOSAL2-E: Approve a new subadvisory agreement with Western Asset Management Company Limited
Funds affected:
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PROPOSAL2-F: Approve a new subadvisory agreement with Western Asset Management Company Ltd
Funds affected:
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PROPOSAL2-G: Approve a new subadvisory agreement with Western Asset Management Company Pte. Ltd.
Funds affected:
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PROPOSAL2-H: Approve a new subadvisory agreement with Royce & Associates, LP
Fund affected:
Legg Mason ETF Investment Trust
Legg MasonSmall-Cap Quality Value ETF
Introduction
Each Subadviser, except Royce &Associates, LP, is a wholly-owned subsidiary of Legg Mason. Royce is a majority-owned subsidiary of Legg Mason. Information about the Subadvisers is provided in Proposal 1 above under “Information about the Manager, the Subadvisers and Affiliated Service Providers.”
Your Fund’s Subadviser, the date of each Current Subadvisory Agreement with respect to your Fund, and the date on which it was last approved by shareholders and approved for continuance by the applicable Board are provided inAppendix D.
24
Shareholders are being asked to approve a New Subadvisory Agreement with respect to each of your Fund’s Subadvisers because the consummation of the Transaction described above will constitute a change in control of your Fund’s Manager and Subadvisers and, therefore, will result in the automatic termination of each Current Subadvisory Agreement under the 1940 Act. If shareholders approve a New Subadvisory Agreement for a Fund prior to the consummation of the Transaction and that Fund’s New Management Agreement is approved by shareholders, that New Subadvisory Agreement will be effective upon the consummation of the Transaction. In the event that the Transaction is not consummated, the Subadviser will continue to serve your Fund pursuant to the terms of the Current Subadvisory Agreement.
There will be no increase in the fees payable to a Subadviser as a result of a New Subadvisory Agreement, and each Subadviser will continue to provide the advisory services to a Fund under a New Subadvisory Agreement as were provided under the applicable Current Subadvisory Agreement. It is expected that advisory services will continue to be provided by the same Subadviser personnel under a New Subadvisory Agreement as under the applicable Current Subadvisory Agreement. The Fund’s Manager pays a portion of the fee it receives from the Fund to a Subadviser as compensation for the Subadviser’s advisory services to the Fund. In certain cases, a Fund’s Subadviser pays a portion of the fee it receives to other Subadvisers as compensation for such Subadvisers’ advisory services to the Fund.
The terms of each New Subadvisory Agreement are identical to the terms of the applicable Current Subadvisory Agreement, except for the dates of execution, effectiveness and termination. The stated subadvisory fees to be paid with respect to your Fund are identical under the applicable Current Subadvisory Agreement and the New Subadvisory Agreement.
Set forth below is a general description of the New Subadvisory Agreement and a comparison of its terms to those of the Current Subadvisory Agreement. Shareholders should refer toAppendixJ-1 for a more detailed comparison of the terms of the New Subadvisory Agreement and their Fund’s Current Subadvisory Agreement(s), andAppendixJ-2 for a copy of the form of New Subadvisory Agreement.
Comparison of Current Subadvisory Agreement and New Subadvisory Agreement
Fees. There is no change in the fees payable to the Subadvisers for investment subadvisory services as a result of the New Subadvisory Agreements. The Fund does not compensate a Subadviser for its services. That compensation is paid by the Manager or, in some cases, another Subadviser. The current contractual fees payable to the Subadvisers are set forth in Appendix D.
Investment Subadvisory Services. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement provides that, subject to the supervision of the Fund’s Board Members and its Manager, the Subadviser will regularly provide the Fund, with respect to that portion of the Fund’s assets allocated to the Subadviser by the Manager, with investment research, advice, management and supervision, will furnish a continuous investment program for the allocated assets consistent with the Fund’s investment objectives, policies and restrictions, will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund, and will implement those decisions, all subject to the provisions of the Fund’s governing documents, the 1940 Act, the applicable rules and regulations of the SEC, and other applicable federal and state law, as well as any specific policies adopted by the Fund’s Board and disclosed to the Subadviser.
Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement, the Subadviser is authorized to place orders pursuant to its investment determinations with respect to the allocated assets either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Subject to any policies and procedures adopted by the Fund’s Board that may modify or restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided in the Agreement and described below, the Subadviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” The Subadviser 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
25
which is in excess of the amount of commission or spread another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion.
Each of the Current Subadvisory Agreement and the New Subadvisory Agreement further provides that the Subadviser will exercise voting rights, rights to consent to corporate action and any other rights pertaining to its allocated portion of the Fund’s assets in accordance with the Subadviser’s policies and procedures, subject to such direction as the Board may provide and will perform such other functions of investment management and supervision as may be directed by the Board.
Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement, the Subadviser agrees that it will keep records relating to the services it provides the Fund in accordance with applicable laws.
Payment of Expenses. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement requires the Subadviser to furnish the Fund, at its own expense, all necessary services, facilities and personnel in connection with its responsibilities under the Agreement. Except for these expenses, the Subadviser is not responsible for the Fund’s expenses. The Subadviser is required to bear all expenses in connection with the performance of its services under the Agreement.
Potential Conflicts of Interest. Each Fund and its Manager and Subadvisers have adopted policies and procedures to address certain potential conflicts of interest that may arise in a typical investment advisory relationship. Certain of the Current Subadvisory Agreements and the New Subadvisory Agreements also contain provisions that address potential conflicts of interest. Among other things, these agreements provide that, if the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in securities purchased or sold for more than one account must be allocated among the accounts in a manner deemed equitable by the Subadviser. In addition, if transactions of the Fund and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with the Subadviser’s policies and procedures as presented to the Board from time to time. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement specifically provides that the Subadviser may engage in any other business or render services of any kind.
Each of the Current Subadvisory Agreement and the New Subadvisory Agreement also permits the Subadviser to delegate to an affiliate or employees of an affiliate certain of its duties under the Agreement, as long as the Subadviser supervises the affiliate or the employees. Any such arrangement must be entered into in accordance with the 1940 Act and does not relieve the Subadviser of any of its obligations under the Agreement.
Limitation on Liability. Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement, the Subadviser is not liable for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund. A Subadviser is not protected however, for willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Agreement. This same limitation of liability applies to affiliates of the Subadviser who may provide services to the Fund as contemplated by the Subadvisory Agreement. The Current Subadvisory Agreements and the New Subadvisory Agreements for certain Funds also clarify that the Subadviser assumes no responsibility other than to render the services called for by the Agreement in good faith, and that the Subadviser is not liable for any error of judgment or mistake of law.
Term and Continuance. If approved by shareholders prior to the consummation of the Transaction and the Fund’s New Management Agreement is approved by shareholders, the New Subadvisory Agreement will go into effect upon the consummation of the Transaction for an initialtwo-year period. Thereafter, if not terminated, the New Subadvisory Agreement will continue in effect from year to year if such continuance is specifically approved at least annually (a) by the Board or (b) 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 Subadvisory Agreement, as required by the 1940 Act. The
26
Current Subadvisory Agreements have similar provisions for their term and continuance, although the initial dates of the agreements differ and the initialtwo-year period has elapsed in most cases.
Termination. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement may be terminated at any time, without the payment of any penalty, by the Fund or the Subadviser, upon written notice as provided in the Agreement. Each Subadvisory Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Current Subadvisory Agreements and New Subadvisory Agreements for certain Funds also limit the ongoing use of the of the Subadviser following termination.
Additional Provisions. The Current Subadvisory Agreement for certain more recently established Funds identified inAppendixJ-1 and AppendixJ-2includes additional provisions regarding third party beneficiaries and forum selection, which will also be included in the New Subadvisory Agreement for these Funds. The provisions described below apply only to the New Subadvisory Agreements for these Funds, and do not vary from the existing provisions for these Funds. These provisions are not included in the Current or New Subadvisory Agreements for any other Funds.
The New Subadvisory Agreement, like the Current Subadvisory Agreement, for these more recently established Funds provides that the Agreement does not create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors. In addition, the New Subadvisory Agreement for these Funds, like the Current Subadvisory Agreement, provides that any legal suit, action or proceeding related to, arising out of or concerning the agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York and submitted to the Commercial Division of that court (each, a “Designated Court”). The New Subadvisory Agreement for these Funds, like the Current Subadvisory Agreement, provides that each party to the Agreement (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court; and (c) waives any objection that either Designated Court is an inconvenient forum. The New Subadvisory Agreement for these Funds, like the Current Subadvisory Agreement, also provides that the Subadviser is not liable for any losses caused by natural disasters, failure or disruption of utilities, communications, computer or information technology and various circumstances beyond the Subadviser’s control.
Possible Interim Subadvisory Agreement(s)
If the shareholders of your Fund do not approve a New Subadvisory Agreement and the Transaction is completed, an interim subadvisory agreement (an “Interim Subadvisory Agreement”) will take effect upon the closing of the Transaction. The Board has approved the Interim Subadvisory Agreement to allow each Subadviser of each Fund to continue providing services to the applicable Fund while shareholder approval of the New Subadvisory Agreement continues to be sought. The terms of the Interim Subadvisory Agreement are identical to those of the Current Subadvisory Agreement, except for the term and escrow provisions described below. The Interim Subadvisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of your Fund approve the New Subadvisory Agreement. The Fund’s Board or a “1940 Act Majority Vote” of the outstanding voting securities of a Fund may terminate an Interim Subadvisory Agreement on 10 calendar days’ written notice to the Subadviser without the payment of any penalty. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by a Subadviser under an Interim Subadvisory Agreement will be held in an interest-bearing escrow account. If shareholders of your Fund approve the New Subadvisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Subadvisory Agreement will be paid to the Subadviser. If shareholders of your Fund do not approve the New Subadvisory Agreement prior to the end of the150-day period, the Board of your Fund will consider what further action to take consistent with their fiduciary duties to the Fund, and the Subadviser will be paid the lesser of its costs incurred in performing its services under the Interim Subadvisory Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Manager and Board of your Fund would either negotiate a new subadvisory agreement with an advisory organization selected by the Manager and the Board, subject to shareholder approval, or make other appropriate arrangements.
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At the meetings held on April 7, 2020 at which the Board approved your Fund’s New Management Agreement, the Board, including the Independent Board Members, also approved a New Subadvisory Agreement with respect to each of your Fund’s Subadvisers.
Your Fund’s Board’s considerations regarding a New Subadvisory Agreement with respect to each of your Fund’s Subadvisers are discussed in Proposal 1 above.
To become effective with respect to your Fund, each New Subadvisory Agreement with a Subadviser of your Fund must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of the Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”
Your Fund’s Board recommends that you vote “FOR” this proposal.
As of March 18, 2020, the persons listed in Appendix H owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix H.
Security Ownership of Management
As of March 18, 2020, the Board Members and officers of each Fund owned, in the aggregate, less than 1% of each Fund’s outstanding shares.
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 a Fund must be received at the offices of the Fund, Legg Mason Investor Services, 100 International Drive, 4th Floor, Baltimore, MD 21202, 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.
Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary of the Funds (addressed to c/o Legg Mason Investor Services, 100 International Drive, 4th Floor, Baltimore, MD 21202). The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member it will be sent to the chair of the nominating and governance committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’s Chief Compliance Officer (“CCO”) at the offices of the Fund or atcompliance-fundscco@leggmason.com. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and the Joint Proxy Statement and all other costs in connection with the solicitation of proxies will not be borne by the Funds and
28
will be borne by Legg Mason. These costs will be borne by Legg Mason whether or not the proposals are successful and whether or not the Transaction is consummated. Solicitation may be made by letter or telephone by officers or employees of LMPFA, 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. Legg Mason will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding the Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. In addition, Legg Mason, on behalf of each Fund, has retained Computershare Fund Services and AST Fund Solutions, each a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Computershare Fund Services and AST Fund Solutions may solicit proxies personally and by telephone. It is anticipated that the mailing service, proxy solicitation costs, and postage and printing costs associated with this Joint Proxy Statement, are estimated at approximately $17 million, plus reimbursements of out-of-pocket expenses.
The fiscal year end of each Fund is as set forth in Appendix A.
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings. However, if other matters are properly presented at the Meetings 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 Fund.
A list of shareholders entitled to be present and to vote at each Meeting will be available at the offices of the Funds, 620 Eighth Avenue, 49th Floor, New York, New York 10018, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meetings. If it is determined that the Meetings will be held by means of remote communication, the announcement regarding this change will include instructions on how to access the list of shareholders electronically.
Please vote promptly by completing, signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to votesimilarly providing voting instructions by telephone or over the Internet.
Robert I. Frenkel
Marc A. De Oliveira
Secretary
April 16, 2020[ ], 2021
2928
Trusts and Series; Fiscal Year EndsSeries
Trust | Series | |||
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 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 Aggressive Growth Fund | |||
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 |
A-1
Trust | ||||
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 |
A-1A-2
The following table lists, with respect to each Fund, the names of the Fund’s manager and subadviser(s), the total number of shares outstanding and the net assets of the Fund on April 1, 2020, the record date for voting atRecord Date. Each share (or fractional share) of a Fund outstanding as of the Meeting. Additionally, the table lists the quorum requirements for each Fund. For each Fund, a shareholderRecord Date is entitled to vote based ona number of votes equal to the dollarnet asset value of shares held bythat share (or fractional share) as of the shareholder on the record date,Record Date, so called “dollar-weighted” voting.
Fund | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | |||||||||
LEGG MASON PARTNERS EQUITY TRUST | ||||||||||||
ClearBridge Aggressive Growth Fund | 25,125,443.11 | 3,435,108,876.74 | 30% of voting power | |||||||||
ClearBridge All Cap Value Fund | 48,470,178.57 | 416,622,762.05 | 30% of voting power | |||||||||
ClearBridge Appreciation Fund | 171,256,784.73 | 3,448,194,235.22 | 30% of voting power | |||||||||
ClearBridge Dividend Strategy Fund | 122,890,999.36 | 2,354,583,447.30 | 30% of voting power | |||||||||
ClearBridge International Small Cap Fund | 3,662,763.08 | 32,405,307.82 | 30% of voting power | |||||||||
ClearBridge International Value Fund | 23,200,097.97 | 142,541,685.50 | 30% of voting power | |||||||||
ClearBridge Large Cap Growth Fund | 289,011,192.90 | 12,517,976,325.88 | 30% of voting power | |||||||||
ClearBridge Large Cap Value Fund | 38,942,222.79 | 958,027,313.55 | 30% of voting power | |||||||||
ClearBridge Mid Cap Fund | 38,564,949.70 | 967,699,948.33 | 30% of voting power | |||||||||
ClearBridge Mid Cap Growth Fund | 1,403,872.27 | 31,650,698.06 | 30% of voting power | |||||||||
ClearBridge Select Fund | 23,174,260.35 | 532,728,290.66 | 30% of voting power | |||||||||
ClearBridge Small Cap Growth Fund | 98,595,495.44 | 2,619,494,804.45 | 30% of voting power | |||||||||
ClearBridge Small Cap Value Fund | 5,666,919.99 | 52,639,888.42 | 30% of voting power | |||||||||
ClearBridge Sustainability Leaders Fund | 1,124,524.34 | 15,115,796.98 | 30% of voting power | |||||||||
ClearBridge Tactical Dividend Income Fund | 15,300,916.66 | 187,382,399.14 | 30% of voting power | |||||||||
QS Conservative Growth Fund | 3,417,602.07 | 41,477,618.21 | 30% of voting power | |||||||||
QS Defensive Growth Fund | 1,737,658.91 | 20,698,463.90 | 30% of voting power | |||||||||
QS Global Dividend Fund | 29,179,851.22 | 299,385,864.57 | 30% of voting power | |||||||||
QS Global Equity Fund | 4,020,497.49 | 48,750,068.04 | 30% of voting power | |||||||||
QS Growth Fund | 4,864,132.86 | 58,677,466.12 | 30% of voting power | |||||||||
QS Moderate Growth Fund | 4,644,509.23 | 58,523,311.60 | 30% of voting power | |||||||||
QS S&P 500 Index Fund | 10,203,607.28 | 219,832,353.18 | 30% of voting power | |||||||||
QS U.S. Large Cap Equity Fund | 48,653,603.57 | 646,120,138.36 | 30% of voting power | |||||||||
LEGG MASON ETF INVESTMENT TRUST | ||||||||||||
ClearBridge All Cap Growth ETF | 4,650,000.00 | 129,736,544.44 | 33 1/3% of voting power | |||||||||
ClearBridge Dividend Strategy ESG ETF | 250,000.00 | 6,251,229.74 | 33 1/3% of voting power | |||||||||
ClearBridge Large Cap Growth ESG ETF | 5,950,000.00 | 185,144,063.55 | 33 1/3% of voting power | |||||||||
Legg Mason Global Infrastructure ETF | 700,000.00 | 16,933,060.34 | 33 1/3% of voting power | |||||||||
Legg Mason International Low Volatility High Dividend ETF | 2,640,000.00 | 53,245,674.19 | 33 1/3% of voting power | |||||||||
Legg Mason Low Volatility High Dividend ETF | 26,100,000.00 | 638,239,871.92 | 33 1/3% of voting power | |||||||||
Legg MasonSmall-Cap Quality Value ETF | 500,000.00 | 8,372,362.20 | 33 1/3% of voting power | |||||||||
Western Asset Short Duration Income ETF | 1,000,000.00 | 22,583,488.64 | 33 1/3% of voting power | |||||||||
Western Asset Total Return ETF | 4,200,000.00 | 108,100,737.01 | 33 1/3% of voting power |
B-1
Fund | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | |||||||||
LEGG MASON PARTNERS VARIABLE EQUITY TRUST | ||||||||||||
ClearBridge Variable Aggressive Growth Portfolio | 28,951,478.42 | 632,486,821.19 | 30% of voting power | |||||||||
ClearBridge Variable Appreciation Portfolio | 17,176,729.98 | 618,381,021.15 | 30% of voting power | |||||||||
ClearBridge Variable Dividend Strategy Portfolio | 22,448,883.39 | 350,830,163.28 | 30% of voting power | |||||||||
ClearBridge Variable Large Cap Growth Portfolio | 11,203,076.08 | 272,541,091.86 | 30% of voting power | |||||||||
ClearBridge Variable Large Cap Value Portfolio | 13,082,784.22 | 201,998,188.40 | 30% of voting power | |||||||||
ClearBridge Variable Mid Cap Portfolio | 8,451,496.58 | 130,988,486.61 | 30% of voting power | |||||||||
ClearBridge Variable Small Cap Growth Portfolio | 12,983,320.94 | 251,330,733.18 | 30% of voting power | |||||||||
QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | 90,937,746.96 | 1,088,436,321.08 | 30% of voting power | |||||||||
QS Variable Conservative Growth | 5,975,613.84 | 74,903,916.20 | 30% of voting power | |||||||||
QS Variable Growth | 6,660,312.82 | 69,467,062.72 | 30% of voting power | |||||||||
QS Variable Moderate Growth | 2,314,770.45 | 25,323,588.73 | 30% of voting power |
B-2
Management Agreements
Dates, Approvals and Fees
Trust | Fund | Manager | Subadviser(s) | |||||||
Legg Mason Global Asset Management Trust | ||||||||||
| ||||||||||
LMPFA | ||||||||||
LMPFA | ||||||||||
LMPFA | ||||||||||
LMPFA | ||||||||||
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 |
C-1B-1
Trust | Fund | Manager | Subadviser(s) | |||||||||
Western Asset | ||||||||||||
Martin Currie Emerging Markets Fund | LMPFA | Martin Currie; Western Asset | ||||||||||
Martin Currie International Unconstrained Equity Fund | LMPFA | Martin Currie; Western Asset | ||||||||||
Martin Currie SMASh Series EM Fund | LMPFA | Martin Currie; Western Asset | ||||||||||
QS Global Market Neutral Fund | LMPFA | QS Investors; Western Asset | ||||||||||
QS International Equity Fund | LMPFA | QS Investors; Western Asset | ||||||||||
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 | ClearBridge; Western Asset | ||||||||||
ClearBridge Appreciation Fund | LMPFA | 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 | ||||||||||
C-2B-2
Trust | Fund | Manager | Subadviser(s) | |||||||||||
ClearBridge Small Cap Growth Fund | LMPFA | ClearBridge; Western Asset | ||||||||||||
ClearBridge Small Cap Value Fund | LMPFA | ClearBridge; Western Asset | ||||||||||||
ClearBridge Sustainability Leaders Fund | LMPFA | ClearBridge; Western Asset | ||||||||||||
ClearBridge Tactical Dividend Income Fund | LMPFA | ClearBridge; 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 | Western Asset | ||||||||||||
| ||||||||||||||
Legg Mason | ||||||||||||||
| ||||||||||||||
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 | ||||||||||||
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 |
C-3B-3
Trust | Fund | Manager | Subadviser(s) | |||||||||||
QS Variable Conservative Growth | LMPFA | Western Asset | ||||||||||||
QS Variable Growth | LMPFA | Western Asset | ||||||||||||
QS Variable Moderate Growth | LMPFA | Western Asset | ||||||||||||
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 | |
Legg Mason Partners Equity Trust | ClearBridge Aggressive Growth Fund | |
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 |
C-4
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 Approved by sole initial shareholder prior to public offering ofInformation for the Fund.Most Recent Year.
2 Date management agreementThe 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 |
C-5
Trust | Series | |
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 |
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 approvedcomprising 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 initial shareholder. Agreement was amended and restated onExisting 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 1, 2007 to lower management fee.31, 2021, of approximately $101,500, $105,250, $111,500,
C-4C-6
$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 |
C-7
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.
C-8
Subadvisory AgreementsEquity Securities Owned
Dates, ApprovalsThe 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 Aggressive Growth Fund (Over $100,000) 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 | ||
Andrew L. Breech | 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) | 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 |
D-1
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 | ||
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 meeting in person. |
3. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to meet privately, to admit nonmembers individually by invitation and to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). |
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 delivered by electronic means) shall be considered to be an action of the Committee. |
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6. | The Committee shall review this Charter at least annually and recommend any changes to the Board. |
Revised: February 12, 2003
Revised: August 6, 2015
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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 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 Franklin Templeton or its affiliates described in the table 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 | Treasurer and Principal Financial Officer | Since 2010 and 2019 | Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020), Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co. |
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Name and Year of Birth | Position(s) with Trust | Length of Time Served1 | Principal Occupation(s) During Past 5 Years | |||
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 Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020) | |||
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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Audit Fees, Audit-Related Fees, Non-Audit Fees, Tax Fees and All Other Fees
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 |
H-1
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
| ||||||||||
D-1
Tax Fees | All Other Fees | |||||||||||||||||||
Fund | 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 | 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 | None | |||||||||||||||||||
ClearBridge Small Cap Growth Fund | None | |||||||||||||||||||
ClearBridge Small Cap Value Fund | None | |||||||||||||||||||
ClearBridge Sustainability Leaders Fund | None | |||||||||||||||||||
ClearBridge Tactical Dividend Income Fund | None | |||||||||||||||||||
QS Conservative Growth Fund | None | |||||||||||||||||||
QS Defensive Growth Fund | None | |||||||||||||||||||
QS Global Dividend Fund | None | |||||||||||||||||||
QS Global Equity Fund | None | |||||||||||||||||||
QS Growth Fund | None | |||||||||||||||||||
QS Moderate Growth Fund | 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 | ||||||||||||||||||
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 |
D-2H-3
Tax 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 | ||||||||||||||||
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Legg Mason/QS Moderately Aggressive Model Portfolio | Dec. 31 | None | ||||||||||||||||
Legg Mason/QS Moderately Conservative Model Portfolio | Dec. 31 | |||||||||||||||||
Legg Mason/QS Moderate Model Portfolio | Dec. 31 | None | ||||||||||||||||
Legg Mason Global Asset Management Trust | ||||||||||||||||||
BrandywineGLOBAL—Alternative Credit Fund | Oct. 31 | None | ||||||||||||||||
D-3
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D-4
1 Approved by sole initial shareholder prior to public offering of the Fund.
2 Date management agreement for the Fund approved by sole initial shareholder. Subadvisory agreement was entered into in connection with an internal reorganization in reliance on Rule2a-6 under the 1940 Act.
3 Net of expense waivers and reimbursements.
4 Net of expense waivers and reimbursements and an amount equal to 0.02% of the portion of the average daily net assets allocated to Western Asset for cash management.
5 Net of (i) all fees and expenses incurred by LMPFA under the Management Agreement (including without limitation any subadvisory fee paid to another subadviser to the Fund) and (ii) expense waivers and reimbursements.
D-5
Fees Paid to Manager and Affiliates
The following table indicates amounts paid by each Fund to its Manager or an affiliate of the Manager during the Fund’s last fiscal year. No Fund paid commissions to an affiliated broker for the Fund’s most recently completed fiscal year
Fund | Aggregate Management Fee (after waivers, if any) ($) | Distribution Fees (after waivers, if any) ($) | Fiscal Year Ended | |||||||||
LEGG MASON PARTNERS EQUITY TRUST | ||||||||||||
ClearBridge Aggressive Growth Fund | 61,207,896 | 20,452,254 | 8/31/2019 | |||||||||
ClearBridge All Cap Value Fund | 10,635,537 | 4,481,607 | 9/30/2019 | |||||||||
ClearBridge Appreciation Fund | 34,226,657 | 13,565,403 | 10/31/2019 | |||||||||
ClearBridge Dividend Strategy Fund | 41,686,611 | 10,980,212 | 12/31/2019 | |||||||||
ClearBridge International Small Cap Fund | 475,763 | 100,543 | 9/30/2019 | |||||||||
ClearBridge International Value Fund | 2,233,913 | 417,786 | 10/31/2019 | |||||||||
ClearBridge Large Cap Growth Fund | 82,435,620 | 10,695,331 | 11/30/2019 | |||||||||
ClearBridge Large Cap Value Fund | 8,045,224 | 2,157,020 | 10/31/2019 | |||||||||
ClearBridge Mid Cap Fund | 13,738,294 | 3,595,766 | 10/31/2019 | |||||||||
ClearBridge Mid Cap Growth Fund | 424,252 | 175,430 | 10/31/2019 | |||||||||
ClearBridge Select Fund | 4,494,183 | 639,520 | 10/31/2019 | |||||||||
ClearBridge Small Cap Growth Fund | 27,533,151 | 2,966,718 | 10/31/2019 | |||||||||
ClearBridge Small Cap Value Fund | 933,874 | 450,369 | 9/30/2019 | |||||||||
ClearBridge Sustainability Leaders Fund | (130,085 | ) | 2,110 | 10/31/2019 | ||||||||
ClearBridge Tactical Dividend Income Fund | 2,647,749 | 1,436,366 | 10/31/2019 | |||||||||
QS Conservative Growth Fund | (282 | ) | 838,403 | 1/31/2019 | ||||||||
QS Defensive Growth Fund | (2,255 | ) | 337,106 | 1/31/2019 | ||||||||
QS Global Dividend Fund | 2,242,572 | 33,418 | 9/30/2019 | |||||||||
QS Global Equity Fund | 969,447 | 385,855 | 10/31/2019 | |||||||||
QS Growth Fund | (364 | ) | 1,997,890 | 1/31/2019 | ||||||||
QS Moderate Growth Fund | (327 | ) | 1,316,384 | 1/31/2019 | ||||||||
QS S&P 500 Index Fund | 593,884 | 492,671 | 9/30/2019 | |||||||||
QS U.S. Large Cap Equity Fund | 4,855,165 | 129 | 11/30/2019 | |||||||||
LEGG MASON ETF INVESTMENT TRUST | ||||||||||||
ClearBridge All Cap Growth ETF | 505,467 | — | 9/30/2019 | |||||||||
ClearBridge Dividend Strategy ESG ETF | 29,342 | — | 11/30/2019 | |||||||||
ClearBridge Large Cap Growth ESG ETF | 700,175 | — | 11/30/2019 | |||||||||
Legg Mason Global Infrastructure ETF | 97,504 | — | 10/31/2019 | |||||||||
Legg Mason International Low Volatility High Dividend ETF | 192,424 | — | 10/31/2019 | |||||||||
Legg Mason Low Volatility High Dividend ETF | 1,777,914 | — | 10/31/2019 | |||||||||
Legg MasonSmall-Cap Quality Value ETF | 43,522 | — | 7/31/2019 | |||||||||
Western Asset Short Duration Income ETF | 35,168 | — | 7/31/2019 | |||||||||
Western Asset Total Return ETF | 197,929 | — | 12/31/2019 | |||||||||
LEGG MASON PARTNERS VARIABLE EQUITY TRUST | ||||||||||||
ClearBridge Variable Aggressive Growth Portfolio | 6,196,719 | 460,012 | 12/31/2019 | |||||||||
ClearBridge Variable Appreciation Portfolio | 5,618,907 | 246,062 | 12/31/2019 | |||||||||
ClearBridge Variable Dividend Strategy Portfolio | 3,098,288 | 499,959 | 12/31/2019 | |||||||||
ClearBridge Variable Large Cap Growth Portfolio | 1,899,329 | 325,995 | 12/31/2019 | |||||||||
ClearBridge Variable Large Cap Value Portfolio | 1,793,626 | — | 12/31/2019 | |||||||||
ClearBridge Variable Mid Cap Portfolio | 1,497,525 | 344,728 | 12/31/2019 | |||||||||
ClearBridge Variable Small Cap Growth Portfolio | 2,643,878 | 232,421 | 12/31/2019 | |||||||||
QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | 5,820,559 | 104,225 | 12/31/2019 | |||||||||
QS Variable Conservative Growth | — | 18,702 | 12/31/2019 | |||||||||
QS Variable Growth | — | — | 12/31/2019 | |||||||||
QS Variable Moderate Growth | (31,021 | ) | — | 12/31/2019 |
E-1
Directors and Principal Officers of Manager and Subadvisers
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F-2-1
Other Funds Advised by Manager and Subadvisers
The following table lists certain information regarding funds for which the Manager or a Subadviser provides investment advisory or subadvisory services, other than the Funds that are addressed by this Proxy Statement. All of the information below is given as of the end of the last fiscal year of each fund.
| |||||||||||||||||||
None | None | None | None | ||||||||||||||||
BrandywineGLOBAL—Dynamic US Large Cap Value Fund | |||||||||||||||||||
None | |||||||||||||||||||
None | None | ||||||||||||||||||
BrandywineGLOBAL—Flexible Bond Fund | Dec. 31 | None | None | None | None | ||||||||||||||
BrandywineGLOBAL—Global High Yield Fund | |||||||||||||||||||
None | None | None | None | ||||||||||||||||
BrandywineGLOBAL—Global Opportunities Bond Fund | |||||||||||||||||||
None | None | None | None | ||||||||||||||||
BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) | |||||||||||||||||||
None | None | None | None | ||||||||||||||||
BrandywineGLOBAL—Global Unconstrained Bond Fund | |||||||||||||||||||
None | None | None | None | ||||||||||||||||
BrandywineGLOBAL—International Opportunities Bond Fund | |||||||||||||||||||
None | None | None | None | ||||||||||||||||
ClearBridge Global Infrastructure Income Fund | 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 |
G-1
None | None | None | |||||||||||
Martin Currie International Unconstrained Equity Fund | |||||||||||||
None | None | None | None | ||||||||||
Martin Currie SMASh Series EM Fund | |||||||||||||
None | None | None | None | ||||||||||
QS Global Market Neutral Fund | |||||||||||||
None | None | None | None | ||||||||||
QS International Equity Fund | |||||||||||||
None | None | None | None | ||||||||||
QS Strategic Real Return Fund | |||||||||||||
None | None | None | None | ||||||||||
QS U.S. Small Capitalization Equity Fund | |||||||||||||
None | |||||||||||||
None | |||||||||||||
G-2H-4
Aggregate Non-Audit Fees for Services Provided to Each Fund and its 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 |
G-3H-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 |
G-4
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Western Asset Prime Obligations Money Market Fund | 171,232,620 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 | ||||||
Western Asset Tax Free Reserves | 58,630,634 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 | ||||||
Western Asset U.S. Treasury Reserves | 292,186,479 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 | ||||||
Western Asset Premium Liquid Reserves | 15,389,248 | 0.35%1 | ||||||
Western Asset Premium U.S. Treasury Reserves | 310,989,531 | 0.35%1 | ||||||
Government Portfolio | 12,504,754,039 | 0.10% | ||||||
Liquid Reserves Portfolio | 20,751,689,279 | 0.10% | ||||||
Tax Free Reserves Portfolio | 339,770,336 | 0.15% | ||||||
U.S. Treasury Obligations Portfolio | 733,766,289 | 0.00% | ||||||
U.S. Treasury Reserves Portfolio | 13,488,277,850 | 0.10% | ||||||
Western Asset Core Plus VIT Portfolio | 193,396,076 | 0.45% of the first $500 million, 0.425% of the next $500 million and 0.40% of assets over $1 billion of its average daily net assets1 | ||||||
Western Asset Variable Global High Yield Bond Portfolio | 151,359,095 | 0.70%1 | ||||||
BrandywineGLOBAL – Global Income Opportunities Fund Inc. | 303,615,531 | 0.85% of the Fund’s managed assets3 | ||||||
Clarion Partners Real Estate Income Fund Inc. | 21,538,498 | 1.25% of the Fund’s average daily net assets1 | ||||||
ClearBridge Energy Midstream Opportunity Fund Inc. | 627,721,521 | 1.00% of the Fund’s managed assets2 | ||||||
ClearBridge MLP and Midstream Fund Inc. | 798,136,646 | 1.00% of the Fund’s managed assets2 | ||||||
ClearBridge MLP and Midstream Total Return Fund Inc. | 342,048,372 | 1.00% of the Fund’s managed assets2 | ||||||
LMP Capital and Income Fund Inc. | 280,520,793 | 0.85%4 |
G-5
| ||||||||
G-6
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
ClearBridge Small Cap Fund | 1,218,680,244 | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.62% of average daily net assets between $5 billion and $10 billion; 0.59% of average daily net assets exceeding $10 billion | ||||||
ClearBridge Value Trust | 1,807,849,053 | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | ||||||
QS Strategic Real Return Fund | 97,684,808 | 0.35% of the portion of the average daily net assets allocated | ||||||
ClearBridge Energy Midstream Opportunity Fund Inc. | 627,721,521 | 70% of the management fee paid to LMPFA11 | ||||||
ClearBridge MLP and Midstream Fund Inc. | 798,136,646 | 70% of the management fee paid to LMPFA11 | ||||||
ClearBridge MLP and Midstream Total Return Fund Inc. | 342,048,372 | 70% of the management fee paid to LMPFA11 | ||||||
LMP Capital and Income Fund Inc. | 280,520,793 | 70% of the management fee on the portion of the average daily net assets allocated11 | ||||||
EQ Advisors Trust – Multimanager Aggressive Equity Portfolio | 1,326,122,865 | 0.35% of the first $500 million; 0.30% on the next $1.5 billion; and 0.25% on assets over $2 billion | ||||||
EQ Advisors Trust – Bridge Builder Small/Mid Cap Growth Fund | 4,024,072,920 | 0.40% of the first $250 million; 0.35% on assets between $250 million and $1 billion; and 0.30% on assets over $1 billion | ||||||
EQ Advisors Trust – EQ/ClearBridge Large Cap Growth Portfolio | 382,931,687.00 | 0.35% of the first $500 million; 0.30% on the next $1.5 billion; and 0.25% on assets over $2 billion | ||||||
EQ Advisors Trust – EQ/ClearBridge Select Equity Managed Volatility Portfolio | 209,385,366 | 0.42% of the first $200 million; and 0.40% on assets over $100 million | ||||||
Guardian Variable Products Trust – Guardian Large Cap Fundamental Growth VIP Fund | 349,920,608 | 0.30% of the first $100 million; 0.27% on the next $200 million; and 0.25% on assets over $300 million | ||||||
Guardian Variable Products Trust – Guardian Small Cap Core VIP Fund | 310,451,491 | 0.37% | ||||||
GuideStone Funds – Growth Equity Fund | 1,698,149,552 | 0.38% of the first $50 million; 0.35% on the next $50 million; 0.30% on the next $100 million; 0.27% on the next $550 million; and 0.25% on assets over $750 million | ||||||
JNL Series Trust – JNL Multi-Manager Mid Cap Fund | 1,194,140,000 | 0.40% of the first $500 million; and 0.38% on assets over $500 million | ||||||
JNL Series Trust – JNL/ClearBridge Large Cap Growth Fund | 1,211,671,000 | 0.30% of the first $100 million; 0.275% on the next $150 million; 0.25% on the next $250 million; and 0.225% on assets over $500 million |
G-7
| ||||||||
| ||||||||
G-8
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
QS U.S. Small Capitalization Equity Fund | 186,175,787 | 0.70% (net of any fees paid to Western Asset Management Company and waivers and expense reimbursements), which equates to 100% (net of any fees paid to Western Asset Management Company and waivers and expense reimbursements) | ||||||
AST Legg Mason Diversified Growth Portfolio | 554,725,038 | 0.34% | ||||||
EQ Legg Mason Growth Allocation Portfolio | 13,650,780 | 0.25% | ||||||
EQ Legg Mason Moderate Allocation Portfolio | 187,396,057 | 0.25% | ||||||
LVIP ClearBridge QS Select Large Cap Managed Volatility Fund | 99,193,403 | 0.30% | ||||||
SIMT Multi-Asset Inflation Managed Fund | 251,783,762 | 0.10% | ||||||
SIIT Multi-Asset Real Return Fund | 272,443,831 | 0.10% | ||||||
Pacific Select Fund – InternationalSmall-Cap Portfolio | 271,047,605 | 0.56% | ||||||
PF International Small Cap Fund | 28,955,159 | 0.56% | ||||||
SA Legg Mason Tactical Opportunities Portfolio | 40,844,206 | 0.35% | ||||||
Transamerica Cleartrack Target Date 2055 | 624,343 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2015 | 36,475,457 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2020 | 48,634,143 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2025 | 72,134,249 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2030 | 55,411,555 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2035 | 56,970,601 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2040 | 49,701,187 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2045 | 32,884,401 | 0.05% | ||||||
Transamerica ClearTrack Target Date 2050 | 26,314,960 | 0.05% | ||||||
Transamerica ClearTrack Target Date Retirement Income | 62,443,090 | 0.05% | ||||||
Transamerica Clertrack Target Date 2060 | 607,980 | 0.05% |
G-9
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Transamerica Dynamic Income | 155,704,041 | 0.07% | ||||||
Transamerica Legg Mason Dynamic Allocation – Balanced VP | 1,119,215,259 | 0.12% | ||||||
Transamerica Legg Mason Dynamic Allocation – Growth VP | 505,579,023 | 0.12% | ||||||
Transamerica QS Investors Active Asset Allocation – Conservative VP | 386,122,860 | 0.10% | ||||||
Transamerica QS Investors Active Asset Allocation – Moderate Growth VP | 637,081,651 | 0.10% | ||||||
Transamerica QS Investors Active Asset Allocation – Moderate VP | 1,467,112,958 | 0.10% | ||||||
Western Asset | ||||||||
ClearBridge International Growth Fund | 2,456,309,901 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
ClearBridge Global Infrastructure Income Fund | 23,311,457 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
ClearBridge Small Cap Fund | 1,218,680,244 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
ClearBridge Value Trust | 1,807,849,053 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
Martin Currie Emerging Markets Fund | 157,607,177 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
Martin Currie International Unconstrained Equity Fund | 5,236,661 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
Martin Currie SMASh Series EM Fund | 22,550,936 | 0 | ||||||
QS Global Market Neutral Fund | 63,431,705 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
QS International Equity Fund | 217,102,496 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
QS Strategic Real Return Fund (Portfolio Management) | 97,684,808 | 0.25% of the portion of the average daily net assets allocated11 | ||||||
QS Strategic Real Return Fund (Cash Management) | 97,684,808 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
QS U.S. Small Capitalization Equity Fund | 186,175,787 | 0.02% of the portion of the average daily net assets allocated11 | ||||||
Western Asset Adjustable Rate Income Fund | 230,797,641 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset California Municipals Fund | 419,783,003 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Corporate Bond Fund | 792,759,000 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Emerging Markets Debt Fund | 41,052,542 | 70% of the management fee paid to LMPFA11 |
G-10
G-11
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Western Asset Total Return Unconstrained Fund | 1,416,710,543 | *7 | ||||||
Western Asset Institutional Government Reserves | 9,330,473,618 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Institutional Liquid Reserves | 2,948,173,250 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Institutional U.S. Treasury Obligations Money Market Fund | 705,315,951 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Institutional U.S. Treasury Reserves | 6,613,907,152 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Premier Institutional Government Reserves | 15,830,000,000 | 2 | 70% of the management fee paid to LMPFA11 | |||||
Western Asset Premier Institutional Liquid Reserves | 21,820,000,000 | 2 | 70% of the management fee paid to LMPFA11 | |||||
Western Asset Premier Institutional U.S. Treasury Reserves | 12,690,000,000 | 2 | 70% of the management fee paid to LMPFA11 | |||||
Western Asset Select Tax Free Reserves | 281,044,802 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset SMASh Series C Fund | 1,112,419,913 | 0 | ||||||
Western Asset SMASh Series EC Fund | 2,132,821,009 | 0 | ||||||
Western Asset SMASh Series M Fund | 2,842,111,579 | 0 | ||||||
Western Asset SMASh Series TF Fund | 43,684,568 | 0 | ||||||
Western Asset Government Reserves | 1,131,214,353 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset New York Tax Free Money Market Fund | 107,806,366 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Prime Obligations Money Market Fund | 171,232,620 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Tax Free Reserves | 58,630,634 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset U.S. Treasury Reserves | 292,186,479 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Premium Liquid Reserves | 15,389,248 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Premium U.S. Treasury Reserves | 310,989,531 | 70% of the management fee paid to LMPFA11 | ||||||
Government Portfolio | 12,504,754,039 | 70% of the management fee paid to LMPFA11 | ||||||
Liquid Reserves Portfolio | 20,751,689,279 | 70% of the management fee paid to LMPFA11 | ||||||
Tax Free Reserves Portfolio | 339,770,336 | 70% of the management fee paid to LMPFA11 |
G-12
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
U.S. Treasury Obligations Portfolio | 733,766,289 | 0 | ||||||
U.S. Treasury Reserves Portfolio | 70% of the management fee paid to LMPFA11 | |||||||
Western Asset Core Plus VIT Portfolio | 193,396,076 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Variable Global High Yield Bond Portfolio | 151,359,095 | 70% of the management fee paid to LMPFA11 | ||||||
Clarion Partners Real Estate Income Fund Inc. | 21,538,498 | 0.50% of the portion of the average daily net assets allocated11 | ||||||
LMP Capital and Income Fund Inc. | 280,520,793 | 70% of the management fee on the portion of the average daily net assets allocated11 | ||||||
Western Asset Corporate Loan Fund Inc. | 108,082,060 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Emerging Markets Debt Fund Inc. | 958,277,861 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Global High Income Fund Inc. | 464,882,819 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset High Income Fund II Inc. | 622,145,281 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset High Income Opportunity Fund Inc. | 703,112,016 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Intermediate Muni Fund Inc. | 144,183,196 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Investment Grade Income Fund Inc. | 147,119,435 | 0.70% up to $60 million and 0.40% in excess of $60 million | ||||||
Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Managed Municipals Fund Inc. | 595,380,029 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Middle Market Debt Fund Inc. | 88,780,959 | 90% of the management fee paid to LMPFA11 | ||||||
Western Asset Middle Market Income Fund Inc. | 173,330,793 | 90% of the management fee paid to LMPFA11 | ||||||
Western Asset Mortgage Opportunity Fund Inc. | 204,709,890 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Municipal Defined Opportunity Trust Inc. | 257,423,494 | 70% of the management fee paid to LMPFA11 |
G-13
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Western Asset Municipal High Income Fund Inc. | 173,881,084 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Municipal Partners Fund Inc. | 161,010,999 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Premier Bond Fund | 174,564,634 | 0.55% of the average weekly value of the Fund’s total managed assets9 | ||||||
Western Asset Variable Rate Strategic Fund Inc. | 82,985,454 | 70% of the management fee paid to LMPFA11 | ||||||
Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the Fund’s average weekly assets10 | ||||||
Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the Fund’s average weekly assets8 | ||||||
Morgan Stanley Pathway Funds – Core Fixed Income Fund | 1,203,532,559.00 | 0.30% | ||||||
Morgan Stanley Pathway Funds – High Yield Fund | 48,911,035.00 | 0.20% | ||||||
MassMutual Select Strategic Bond Fund | 705,540,226.00 | 0.30% on assets up to $100 million; 0.15% on assets over $100 million | ||||||
John Hancock Floating Rate Income Fund | 927,076,844.00 | 0.25% on assets up to $500 million; 0.20% on assets over $100 million | ||||||
John Hancock High Yield Fund | 1,024,126,685.00 | 0.25% on assets up to $500 million; 0.20% on assets over $100 million | ||||||
Western Asset Management Gov’t Income Portfolio | 930,347,820.00 | 0.30% on assets up to $100 million; 0.20% on assets between $100 million and $500 million; 0.175% on assets between $500 million and $1 billion; 0.15% on assets between $1 billion and $2 billion; 0.125% on assets over $2 billion | ||||||
Western Asset Management Strategic Bond Opportunities Portfolio | 3,084,113,479.00 | 0.50% | ||||||
Western Asset Management US Gov’t Portfolio | 1,931,527,409.00 | 0.22% on assets up to $100 million; 0.125% on assets between $100 million and $500 million; 0.10% on assets between $500 million and $1 bllion; 0.09% on assets between $1 billion and $2 billion; 0.07% on assets over $2 billion | ||||||
PL Managed Bond Fund | 497,358,662.00 | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | ||||||
PL Inflation Managed Portfolio | 40,949,390.00 | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | ||||||
AST Academic Strategies Asset Allocation Portfolio (EMD sleeve) | 4,662,021,434.00 | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | ||||||
AST Academic Strategies Asset Allocation Portfolio (Macro Opps sleeve) | 4,662,021,434.00 | 0.40% on assets up to $100 million; 0.20% on assets over $100 million |
G-14
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
AST Western Asset Core Plus Bond Portfolio | 3,747,220,689.00 | 0.60% on assets up to $100 million; 0.40% on assets over $100 million | ||||||
AST Western Asset Corporate Bond Portfolio | 5,335,026.00 | 0.40% on assets up to $100 million; 0.20% on assets over $100 million | ||||||
AST Western Asset Emerging Markets Debt Portfolio | 71,596,183.00 | 0.15% on assets up to $500 million; 0.125% on assets between $500 million and $1.5 billion; 0.10% on assets over $1.5 billion | ||||||
JNL Multi-Manager Alternative Fund | 1,220,465,000.00 | 0.90% on assets up to $100 million; 0.85% on assets between $100 million and $150 million; 0.80% on assets between $150 million and $200 million; 0.75% on assets over $200 million | ||||||
NationwideMulti-Cap Portfolio | 2,495,082,346.00 | 0.20% on assets up to $100 million; 0.15% on assets between $100 million and $300 million; 0.10% on assets over $300 million | ||||||
GuideStone Funds – Global Bond Fund | 610,089,725.00 | 0.50% on assets up to $25 million; 0.15% on assets over $125 million | ||||||
GuideStone Funds – Medium-Duration Bond Fund | 1,784,198,094.00 | 0.20% | ||||||
LVIP Western Core Bond Fund | 2,021,705,341.00 | 0.30% on assets up to $100 million; 0.1% on assets over $100 million | ||||||
Western Asset London | ||||||||
QS Strategic Real Return Fund | 97,684,808 | 0.25% of the portion of the average daily net assets allocated | ||||||
Western Asset Emerging Markets Debt Fund | 41,052,542 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Global High Yield Bond Fund | 258,428,054 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Income Fund | 450,047,116 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Short Duration High Income Fund | 407,941,178 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Short-Term Bond Fund | 768,463,195 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Core Bond Fund | 13,515,870,286 | *7 | ||||||
Western Asset Core Plus Bond Fund | 30,974,222,122 | *7 | ||||||
Western Asset High Yield Fund | 241,938,408 | *7 | ||||||
Western Asset Inflation Indexed Plus Bond Fund | 462,379,278 | *7 | ||||||
Western Asset Intermediate Bond Fund | 984,942,913 | *7 | ||||||
Western Asset Macro Opportunities Fund | 1,635,494,028 | *7 | ||||||
Western Asset Total Return Unconstrained Fund | 1,416,710,543 | *7 |
G-15
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Western Asset SMASh Series C Fund | 1,112,419,913 | 0 | ||||||
Western Asset SMASh Series EC Fund | 2,132,821,009 | 0 | ||||||
Western Asset SMASh Series M Fund | 2,842,111,579 | 0 | ||||||
Western Asset Short Duration Income ETF | 25,801,165 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Total Return ETF | 107,525,121 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Core Plus VIT Portfolio | 193,396,076 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Variable Global High Yield Bond Portfolio | 151,359,095 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
LMP Capital and Income Fund Inc. | 280,520,793 | 0.30% of the portion of the average daily net assets allocated | ||||||
Western Asset Emerging Markets Debt Fund Inc. | 958,277,861 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Global High Income Fund Inc. | 464,882,819 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset High Income Fund II Inc. | 622,145,281 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset High Income Opportunity Fund Inc. | 703,112,016 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Investment Grade Income Fund Inc. | 147,119,435 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Middle Market Debt Fund Inc. | 88,780,959 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Middle Market Income Fund Inc. | 173,330,793 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Mortgage Opportunity Fund Inc. | 204,709,890 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Premier Bond Fund | 174,564,634 | 0.425% of the portion of the average weekly total managed assets allocated | ||||||
Western Asset Variable Rate Strategic Fund Inc. | 82,985,454 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets |
G-16
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the portion of the average weekly assets allocated | ||||||
Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the portion of the average weekly assets allocated | ||||||
Western Asset Japan | ||||||||
QS Strategic Real Return Fund | 97,684,808 | 0.25% of the portion of the average daily net assets allocated | ||||||
Western Asset Income Fund | 450,047,116 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Core Plus Bond Fund | 30,974,222,122 | **8 | ||||||
Western Asset Inflation Indexed Plus Bond Fund | 462,379,278 | **8 | ||||||
Western Asset Macro Opportunities Fund | 1,635,494,028 | **8 | ||||||
Western Asset Total Return Unconstrained Fund | 1,416,710,543 | **8 | ||||||
Western Asset SMASh Series EC Fund | 2,132,821,009 | 0 | ||||||
Western Asset Short Duration Income ETF | 25,801,165 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Total Return ETF | 107,525,121 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Core Plus VIT Portfolio | 193,396,076 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Middle Market Income Fund Inc. | 173,330,793 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Premier Bond Fund | 174,564,634 | 0.425% of the portion of the average weekly total managed assets allocated | ||||||
Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the portion of the average weekly assets allocated | ||||||
Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the portion of the average weekly assets allocated | ||||||
Western Asset Singapore | ||||||||
Western Asset Emerging Markets Debt Fund | 41,052,542 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets |
G-17
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Western Asset Global High Yield Bond Fund | 258,428,054 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Income Fund | 450,047,116 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Core Plus Bond Fund | 30,974,222,122 | **8 | ||||||
Western Asset Inflation Indexed Plus Bond Fund | 462,379,278 | **8 | ||||||
Western Asset Macro Opportunities Fund | 1,635,494,028 | **8 | ||||||
Western Asset Total Return Unconstrained Fund | 1,416,710,543 | **8 | ||||||
Western Asset SMASh Series EC Fund | 2,132,821,009 | 0 | ||||||
Western Asset Short Duration Income ETF | 25,801,165 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Total Return ETF | 107,525,121 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Core Plus VIT Portfolio | 193,396,076 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Variable Global High Yield Bond Portfolio | 151,359,095 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Emerging Markets Debt Fund Inc. | 958,277,861 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Global High Income Fund Inc. | 464,882,819 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset High Income Fund II Inc. | 622,145,281 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Middle Market Income Fund Inc. | 173,330,793 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Premier Bond Fund | 174,564,634 | 0.425% of the portion of the average weekly total managed assets allocated | ||||||
Western Asset Variable Rate Strategic Fund Inc. | 82,985,454 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the portion of the average weekly assets allocated |
G-18
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | |||||
Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the portion of the average weekly assets allocated | ||||||
Royce | ||||||||
RoyceCapital-Micro-Cap Fund | 159,098,478 | 1.19%1 | ||||||
RoyceCapital-Small-Cap Fund | 398,741,698 | 0.96%1 | ||||||
Royce Dividend Value Fund | 104,032,907 | 0.81%1 | ||||||
Royce Global Financial Services Fund | 36,940,124 | 0.92%1 | ||||||
Royce International Premier Fund | 808,737,016 | 0.92%1 | ||||||
RoyceMicro-Cap Fund | 337,271,852 | 1.08%1 | ||||||
Royce Opportunity Fund | 925,637,549 | 1.00% | ||||||
Royce Pennsylvania Mutual Fund | 1,949,329,770 | 0.76% | ||||||
Royce Premier Fund | 1,808,393,706 | 1.00% | ||||||
RoyceSmall-Cap Value Fund | 171,268,062 | 1.00% | ||||||
Royce Smaller-Companies Growth Fund | 260,225,451 | 0.99%1 | ||||||
Royce Special Equity Fund | 1,091,662,640 | 1.00% | ||||||
Royce Total Return Fund | 1,522,249,590 | 1.00% | ||||||
Royce Global Value Trust | 142,810,221 | 1.00% | ||||||
RoyceMicro-Cap Trust | 404,806,996 | 0.85% | ||||||
Royce Value Trust | 1,628,039,493 | 0.49% |
1 The Manager/Subadviser has agreed to cap total expenses under an agreement where noted.
2 As of February 29, 2020.
3 “Managed assets” means the net assets of the Fund plus the principal amount of any borrowings and any preferred stock that may be outstanding.
4 The fee payable to the Manager under the agreement is equal to the annual rate set forth above multiplied by the average daily value of the Fund’s net assets plus (i) the proceeds of any outstanding borrowings used for leverage and (ii) any proceeds from the issuance of preferred stock, minus the sum of (x) accrued liabilities of the Fund, (y) any accrued and unpaid interest on outstanding borrowings and (z) accumulated dividends on shares of preferred stock.
5 The fee payable to the Manager under the agreement is calculated by multiplying the annual rate set forth above by the value of the Fund’s average weekly net assets plus the proceeds of any outstanding borrowings used for leverage (“average weekly net assets”) means the average weekly value of the total assets of the Fund, including any proceeds from the issuance of preferred stock, minus the sum of (i) accrued liabilities of the Fund, (ii) any accrued and unpaid interest on outstanding borrowings and (iii) accumulated dividends on shares of preferred stock.
6 “Managed assets” means the total assets of the Fund (including assets financed through the creation of tender option bond trusts) minus the sum of accrued liabilities (other than Fund liabilities representing financial leverage).
7 The agreement provides that the fee payable to the Subadviser is equal to the product of the Baseline Amount for the relevant calendar month and the Subadviser Fraction for such calendar month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Western Asset Funds, Inc. Funds in respect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the numerator of which is the net assets of the Fund managed by the Subadviser, and the denominator of which is the net assets of the Fund.
8 The agreement provides that the fee payable to the Subadviser is equal to the product of (i) the Baseline Amount for the current calendar month and (ii) the average of the Subadviser Fraction for the current calendar month and the Subadviser Fraction for the preceding calendar
G-19
month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Western Asset Funds, Inc. Funds in respect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the numerator of which is the net assets of the Fund managed by the Subadviser, and the denominator of which is the net assets of the Fund.
9 “Total managed assets” means the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage).
10 “Average weekly assets” means the average weekly value of the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage).
11 Net of expense waivers and reimbursements.
12 Net of expense waivers and reimbursements and an amount equal to 0.02% of the portion of the Fund’s average daily net assets allocated to Western Asset.
G-20H-6
As of March 18, 2020, to the best knowledge of each Fund,February 12, 2021, the following persons beneficially owned or owned of record 5% or morethe amounts indicated of the outstanding shares of the class of the Funds indicated. Please note that certain Funds do not have share classes. Shareholders who beneficially own 25% or more of the outstanding shares of a Fund or who are otherwise deemed to “control” the Fund may be able to determine or significantly influence the outcome of matters submitted to a vote of the Fund’s shareholder.
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST | LEGG MASON PARTNERS EQUITY TRUST | LEGG MASON PARTNERS EQUITY TRUST | ||||||||||||||||||
ClearBridge Aggressive Growth Fund | ClearBridge Aggressive Growth Fund | ClearBridge Aggressive Growth Fund | ||||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 6,463,505.205 | 22.73% | 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 | 13,951,516.415 | 49.05% | A | 15,727,088.198 | 51.62% | ||||||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 182,228.880 | 7.12% | 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 | 312,765.330 | 12.21% | C | 297,226.887 | 14.87% | ||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 137,898.973 | 5.39% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 350,385.655 | 13.68% | C | 319,160.355 | 15.97% | ||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 129,408.432 | 5.05% | 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 | 736,840.950 | 28.78% | C | 536,944.809 | 26.86% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 174,911.884 | 6.83% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 7,660.164 | 22.70% | FI | 5,339.149 | 21.69% | ||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 11,896.202 | 35.25% | FI | 2,280.674 | 9.26% | ||||||||||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | FI | 2,503.183 | 7.42% | |||||||||||||||||
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 | 4,821.493 | 14.29% | FI | 6,100.489 | 24.78% | ||||||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 421,586.171 | 7.63% | I | 339,107.966 | 8.00% | ||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 449,854.500 | 8.14% | |||||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 305,899.416 | 5.54% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 583,651.031 | 10.57% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 1,858,821.039 | 33.65% |
H-1I-1
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||||||||||
ClearBridge Aggressive Growth Fund (continued) | ClearBridge Aggressive Growth Fund (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 | 622,755.763 | 11.27% | I | 405,281.367 | 9.56% | ||||||||||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 1,172,816.649 | 43.15% | |||||||||||||||||
SCHOLARS CHOICE COLL SVGS PROGRAM US AGGRESSIVE EQUITY INDIV FD OPTION 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 194,252.729 | 7.15% | |||||||||||||||||
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 | 274,273.020 | 10.09% | 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 | 579,138.084 | 21.31% | IS | 483,618.955 | 31.07% | ||||||||||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 30,329.318 | 13.56% | |||||||||||||||||
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 | 20,293.941 | 9.07% | R | 12,689.515 | 5.98% | ||||||||||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | R | 61,425.600 | 27.46% | R | 70,490.939 | 33.23% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 16,197.188 | 7.24% | |||||||||||||||||
ClearBridge All Cap Value Fund | ClearBridge All Cap Value Fund | ClearBridge All Cap Value Fund | ||||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 23,940,728.852 | 20.99% | 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 | 68,674,588.054 | 60.21% | 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 | 202,114.449 | 14.43% | C | 202,270.330 | 22.79% | ||||||||||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 71,353.449 | 5.09% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 171,115.642 | 12.22% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 83,539.691 | 5.96% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 452,955.110 | 32.33% | |||||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 140,191.464 | 6.00% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 1,419,185.719 | 60.73% | |||||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 196,524.793 | 8.41% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 66,822.998 | 76.73% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 10,800.855 | 12.40% |
H-2I-2
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
ClearBridge Appreciation Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 57,596,291.702 | 31.33% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 81,947,127.098 | 44.58% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 424,864.818 | 7.88% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 340,140.050 | 6.31% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 459,202.745 | 8.51% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 280,148.719 | 5.19% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 2,018,317.744 | 37.42% | |||||||
AMERICAN UNITED LIFE INS CO GROUP RETIREMENT ANNUITY PO BOX 368, INDIANAPOLIS IN 46206-0368 | FI | 24,574.160 | 17.40% | |||||||
AMERICAN UNITED LIFE INS CO UNIT INVESTMENT TRUST PO BOX 368, INDIANAPOLIS IN 46206-0368 | FI | 37,443.193 | 26.51% | |||||||
RELIANCE TRUST COMPANY FBO MASSMUTUAL REGISTERED PRODUCT PO BOX 28004, ATLANTA GA 30358 | FI | 7,557.189 | 5.35% | |||||||
MID ATLANTIC TRUST COMPANY FBO AUTOHAUS ON EDENS, INC. 401 (K) PLA 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | FI | 63,750.683 | 45.14% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 4,913,322.442 | 15.53% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 1,931,384.255 | 6.10% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 8,603,570.480 | 27.19% | |||||||
CITISTREET TTEE U/A DTD 04/02/01 FBO WESTINGHOUSE ELEC COMPANY SVNGS PLN 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307 | I | 1,622,129.480 | 5.13% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 2,346,012.202 | 7.41% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 4,618,921.466 | 14.64% | |||||||
SCHOLARS CHOICE COLL SVGS PROG US CORE EQUITY INDIV FD OPTION 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,773,779.001 | 5.62% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 4,073,867.582 | 12.91% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | IS | 2,420,739.619 | 7.67% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,633,358.516 | 5.18% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 3,317,501.424 | 10.51% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | R | 707,547.330 | 52.74% | |||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, SPRINGFIELD MA 01111-0001 | R | 87,639.158 | 6.53% |
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% |
H-3I-3
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
ClearBridge Appreciation Fund (continued) | ||||||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | R | 95,383.128 | 7.11% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | R | 69,835.705 | 5.21% | |||||||
ClearBridge Dividend Strategy Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 59,002,598.831 | 99.99% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 8,498,973.778 | 5.94% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 28,036,288.104 | 19.59% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 83,314,554.546 | 58.23% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 374,399.353 | 5.24% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 668,583.300 | 9.36% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 810,764.354 | 11.35% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 835,895.818 | 11.70% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 2,085,926.198 | 29.20% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 479,028.474 | 6.70% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | FI | 15,801.065 | 86.20% | |||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | FI | 1,056.756 | 5.76% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 22,995,560.623 | 46.27% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 5,057,945.317 | 10.18% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 7,363,350.964 | 14.82% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 2,986,094.873 | 6.01% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 2,793,775.556 | 5.62% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 381,236.846 | 9.74% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | IS | 271,759.188 | 6.94% | |||||||
PRINCIPAL LIFE INS. COMPANY 711 HIGH STREET, DES MOINES, IA 50392 | IS | 2,583,312.066 | 65.98% | |||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 1,800,280.941 | 94.13% |
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% |
H-4I-4
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||||||||||
ClearBridge International Small Cap Fund | ||||||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 140,836.244 | 18.94% | |||||||||||||||||
NATIONWIDE TRUST COMPANY, FSB P.O. BOX 182029, COLUMBUS OH 43218-2029 | A | 76,521.841 | 10.29% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 148,395.745 | 19.96% | |||||||||||||||||
ClearBridge Appreciation Fund (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 | ClearBridge Dividend Strategy Fund | |||||||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 835,142.862 | 100.00% | 1 | 55,926,971.512 | 99.99% | ||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 8,255.844 | 5.91% | A | 8,108,676.049 | 5.74% | ||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 22,776.243 | 16.31% | |||||||||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 15,511.635 | 11.11% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 11,434.229 | 8.19% | 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 | I | 661,227.649 | 23.04% | C | 340,103.804 | 7.28% | ||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 759,328.007 | 26.45% | |||||||||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 153,741.257 | 5.36% | |||||||||||||||||
STRATEVEST CO PO BOX 1034, CHERRY HILL NJ 08034 | I | 168,205.227 | 5.86% | |||||||||||||||||
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 | I | 357,444.048 | 12.45% | C | 317,645.059 | 6.80% | ||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 7,116.813 | 6.20% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 7,115.635 | 6.20% | |||||||||||||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, SPRINGFIELD MA 01111-0001 | IS | 71,985.142 | 62.75% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 15,334.100 | 13.37% | |||||||||||||||||
ClearBridge International Value Fund | ||||||||||||||||||||
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 | A | 1,906,517.186 | 15.71% | I | 6,912,750.648 | 18.52% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 855,873.825 | 7.05% | I | 2,423,510.136 | 6.49% | ||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 7,373,248.498 | 60.74% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 37,036.178 | 5.68% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 76,886.494 | 11.79% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 180,596.288 | 27.68% | |||||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 103,671.781 | 15.89% |
H-5I-5
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
ClearBridge International Value Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 515,136.317 | 5.54% | |||||||
VANTAGETRUST – UNITIZED C/O ICMA RETIREMENT CORP 777 NORTH CAPITOL STREET, NE, WASHINGTON DC 20002 | I | 6,809,814.527 | 73.18% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 1,044,384.475 | 11.22% | |||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,905,533.190 | 22.18% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 3,846,116.712 | 44.77% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,516,033.772 | 17.65% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 556,280.686 | 6.48% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 24,543.912 | 39.02% | |||||||
EQUITABLE LIFE FOR SEPARATE ACCT 65 200 PLAZA DR, SECAUCUS NJ 07094 | R | 27,242.242 | 43.31% | |||||||
ASCENSUS TRUST COMPANY FBO AERO STUDIOS LIMITED 401(K)/PS PLAN 590022 P.O. BOX 10758, FARGO, ND 58106 | R | 3,539.404 | 5.63% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 4,189.380 | 6.66% | |||||||
ClearBridge Large Cap Growth Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 11,250,413.840 | 23.29% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 5,992,073.597 | 12.41% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 9,159,180.190 | 18.96% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 692,431.814 | 6.02% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 672,171.471 | 5.84% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 1,088,774.305 | 9.46% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 684,508.887 | 5.95% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 1,340,691.563 | 11.65% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 602,725.048 | 5.24% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 2,326,165.069 | 20.21% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 1,997,419.829 | 17.36% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 11,927,909.441 | 7.17% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 17,622,258.998 | 10.59% |
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% |
H-6I-6
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||||||||||
ClearBridge Large Cap Growth Fund (continued) | ||||||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 18,174,505.415 | 10.92% | |||||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 57,005,532.491 | 34.25% | |||||||||||||||||
ClearBridge International Small Cap Fund (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 | IS | 9,299,106.452 | 15.74% | I | 440,307.651 | 23.90% | ||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 7,023,367.262 | 11.89% | I | 756,547.619 | 41.06% | ||||||||||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | IS | 3,900,832.435 | 6.60% | |||||||||||||||||
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 | 5,101,260.594 | 8.63% | IS | 7,785.685 | 7.83% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 4,243,941.633 | 7.18% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | O | 635,865.237 | 5.86% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | O | 683,900.141 | 6.30% | |||||||||||||||||
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 | O | 780,842.974 | 7.19% | IS | 9,376.232 | 9.43% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | O | 698,893.945 | 6.44% | |||||||||||||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | R | 226,807.911 | 7.79% | |||||||||||||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 1,279,012.713 | 43.95% | |||||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 189,337.219 | 6.51% | |||||||||||||||||
ClearBridge Large Cap Value Fund | ||||||||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 5,215,964.049 | 100.00% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 850,876.106 | 6.05% | |||||||||||||||||
ClearBridge International Value Fund | ClearBridge International Value Fund | |||||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 6,129,071.450 | 43.55% | A | 1,672,489.273 | 14.66% | ||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 6,223,601.539 | 99.97% | A | 7,414,421.562 | 64.98% | ||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 39,145.044 | 6.57% | C | 29,186.631 | 7.32% | ||||||||||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 30,650.028 | 5.14% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 82,222.685 | 13.80% | |||||||||||||||||
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 | 188,240.628 | 31.59% | C | 120,994.255 | 30.35% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 36,151.082 | 6.07% | 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% |
H-7I-7
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
ClearBridge Large Cap Value Fund (continued) | ||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 2,173,647.692 | 9.24% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 1,997,146.978 | 8.49% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 1,468,868.487 | 6.24% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 58,052.712 | 6.39% | |||||||
VANGUARD FIDUCIARY TRUST CO LM VALUE TRUST FUND PO BOX 2600, VALLEY FORGE PA 19482-2600 | IS | 79,129.149 | 8.71% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 274,185.266 | 30.19% | |||||||
SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | IS | 393,025.195 | 43.27% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 5,674.053 | 78.03% | |||||||
LEGG MASON FUNDING LIMITED WALKER HOUSE, ELIZABETH WHITEHURST PO BOX 908GT, GRAND CAYMAN, CAYMAN ISLANDS | R | 475.705 | 6.54% | |||||||
MATRIX TRUST COMPANY CUST. FBO ADCOR INDUSTRIES, INC. 401(K) PLAN 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,037.416 | 14.27% | |||||||
ClearBridge Mid Cap Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 104,755.326 | 100.00% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 5,865,333.391 | 18.82% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 15,160,715.433 | 48.65% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 76,411.160 | 5.39% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 142,982.190 | 10.08% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 101,838.202 | 7.18% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 90,551.356 | 6.38% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 145,094.042 | 10.23% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 139,320.106 | 9.82% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 274,162.506 | 19.33% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 865,192.905 | 8.39% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 2,517,297.590 | 24.42% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 565,492.419 | 5.49% |
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% |
H-8I-8
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
ClearBridge Mid Cap Fund (continued) | ||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 1,347,742.700 | 13.08% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 807,123.218 | 7.83% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 605,002.951 | 5.87% | |||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 5,551,974.953 | 61.15% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 788,703.948 | 8.69% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | R | 341,009.269 | 22.43% | |||||||
MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, SPRINGFIELD MA 01111-0001 | R | 193,634.005 | 12.74% | |||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 400,616.805 | 26.35% | |||||||
ClearBridge Mid Cap Growth Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 19,304.143 | 7.88% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | A | 16,770.980 | 6.85% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 32,842.741 | 13.41% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 79,870.286 | 32.62% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 1,483,334.408 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 12,910.493 | 10.21% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 17,188.869 | 13.59% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 15,240.192 | 12.05% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 10,439.275 | 8.25% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 34,515.270 | 27.29% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 62,446.287 | 6.25% | |||||||
T ROWE PRICE TRUST CO FBO RETIREMENT PLAN CLIENTS P O BOX 17215, BALTIMORE MD 21297-1215 | I | 75,880.159 | 7.59% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 53,378.969 | 5.34% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 69,733.952 | 6.98% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 83,721.131 | 8.38% |
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% |
H-9I-9
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | 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 | 240,449.506 | 24.05% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 90,621.258 | 9.07% | |||||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 6,368.889 | 14.41% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 4,514.310 | 10.21% | |||||||||||||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | IS | 27,673.663 | 62.60% | |||||||||||||||||
RELIANCE TRUST COMPANY TRUSTEE FBO PIZZA LUCE RETIREMENT SAVINGS P 401 2ND AVE N STE 210, MINNEAPOLIS MN 554012097 | IS | 2,400.207 | 5.43% | |||||||||||||||||
ELLEN ZOBRIST TTEE FBO PEPSI NEW HAVEN 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 625.119 | 24.02% | |||||||||||||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 1,861.910 | 71.54% | |||||||||||||||||
ClearBridge Select Fund | ||||||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 362,526.338 | 5.95% | |||||||||||||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | A | 407,798.487 | 6.70% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 769,897.854 | 12.65% | |||||||||||||||||
ClearBridge Large Cap Value Fund | ClearBridge Large Cap Value Fund | |||||||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | �� | 3,879,914.050 | 100.00% | 1 | 5,221,368.118 | 100.00% | |||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 143,131.495 | 11.43% | A | 886,810.268 | 6.16% | ||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 313,882.294 | 25.06% | |||||||||||||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 175,309.356 | 14.00% | |||||||||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 98,395.166 | 7.86% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 191,544.791 | 15.29% | 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 | FI | 61,697.362 | 36.08% | 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 | FI | 57,973.203 | 33.90% | I | 2,226,219.311 | 9.17% | ||||||||||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | FI | 38,547.672 | 22.54% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 1,397,291.525 | 10.08% | |||||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 1,502,623.872 | 10.84% | |||||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 2,579,811.822 | 18.61% | |||||||||||||||||
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% |
H-10I-10
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||||||||||
ClearBridge Select Fund (continued) | ||||||||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 2,345,645.629 | 16.92% | |||||||||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 1,775,233.730 | 12.81% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,082,402.017 | 15.02% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 195,667.864 | 10.24% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 509,505.748 | 26.65% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,012,350.020 | 52.96% | |||||||||||||||||
ClearBridge Large Cap Value Fund (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 Small Cap Growth Fund | ||||||||||||||||||||
ClearBridge Mid Cap Fund | ClearBridge Mid Cap Fund | |||||||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 110,763.924 | 100.00% | 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 | 3,209,307.677 | 12.45% | A | 5,553,142.598 | 18.00% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 1,536,169.973 | 5.96% | |||||||||||||||||
PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 005 NYC HEALTH + HOSPITALS TDA 55 WATER STREET, 26TH FLOOR,26-118, NEW YORK NY 10041 | A | 1,474,784.384 | 5.72% | |||||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 7,603,930.472 | 29.49% | A | 15,477,877.824 | 50.17% | ||||||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 27,617.131 | 5.50% | C | 58,425.636 | 5.40% | ||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 27,397.649 | 5.45% | 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 | C | 49,330.917 | 9.82% | I | 498,433.388 | 5.26% | ||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 64,320.933 | 12.81% | 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 | C | 42,342.617 | 8.43% | I | 762,045.409 | 8.05% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 81,190.993 | 16.16% | I | 486,035.730 | 5.13% | ||||||||||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | FI | 48,506.308 | 16.96% | |||||||||||||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | FI | 19,623.865 | 6.86% | |||||||||||||||||
GREAT-WEST TRUST COMPANY LLC 8525 E ORCHARD RD, GREENWOOD VILLAGE CO 80111 | FI | 32,619.346 | 11.41% | |||||||||||||||||
RELIANCE TRUST COMPANY FBO MASSMUTUAL REGISTERED PRODUCT PO BOX 28004, ATLANTA GA 30358 | FI | 20,840.885 | 7.29% | |||||||||||||||||
PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 009 JAYHAWK FINE CHEMICALS 401(K) 8545 SOUTH EAST JAYHAWK DRIVE, GALENA KS 66739 | FI | 34,692.839 | 12.13% | |||||||||||||||||
PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 105 ROMAC INDUSTRIES, INC. 401(K) & 21919 20TH AVE SE, SUITE 100, BOTHELL WA 980214404 | FI | 98,145.629 | 34.32% |
H-11I-11
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
ClearBridge Small Cap Growth Fund (continued) | ||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 6,205,008.756 | 20.68% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 2,987,767.137 | 9.96% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 8,234,281.468 | 27.45% | |||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 3,641,915.191 | 7.49% | |||||||
NATIONAL FINANCIAL SERVICES LLC FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | IS | 10,217,726.963 | 21.01% | |||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | IS | 2,841,174.147 | 5.84% | |||||||
MORI & CO 922 WALNUT ST, KANSAS CITY MO 64106 | IS | 3,387,917.295 | 6.97% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 3,887,026.885 | 7.99% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | IS | 5,835,509.710 | 12.00% | |||||||
MLPF8S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 2,447,836.379 | 5.03% | |||||||
HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | R | 704,755.042 | 34.64% | |||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | R | 122,916.230 | 6.04% | |||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 245,489.693 | 12.06% | |||||||
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | R | 508,369.944 | 24.98% | |||||||
ClearBridge Small Cap Value Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 2,143,013.873 | 32.79% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 1,922,453.898 | 29.41% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 33,999.540 | 7.31% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 25,601.645 | 5.50% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 152,941.680 | 32.87% | |||||||
JOHN ROMERO AGENCY INC 401(K) PLAN JOHN ROMERO TTEE 10 MERRICK AVE, MERRICK NY 11566 | C | 26,353.811 | 5.66% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 21,772.939 | 5.60% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 26,248.728 | 6.75% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 175,387.793 | 45.07% |
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% |
H-12I-12
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||||||||||
ClearBridge Small Cap Value Fund (continued) | ||||||||||||||||||||
MID ATLANTIC TRUST COMPANY FBO ALLIANCE DEFENSE FUND 401K PSP & TR 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | I | 20,806.954 | 5.35% | |||||||||||||||||
WELLS FARGO BANK NA FBO WESTERN ASSET DEFERRED COMP PLAN 028939800 PO BOX 1533, MINNEAPOLIS MN 55480-1533 | I | 21,508.652 | 5.53% | |||||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 19,594.442 | 5.04% | |||||||||||||||||
ClearBridge Mid Cap Growth Fund (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 | 55,341.838 | 21.75% | IS | 6,477.453 | 11.52% | ||||||||||||||
TIAA, FSB CUST/TTEE FBO: RETIREMENT PLANS 211 NORTH BROADWAY, SUITE 1000, ST. LOUIS, MO 63102-2733 | IS | 189,891.328 | 74.62% | |||||||||||||||||
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 Sustainability Leaders Fund | ||||||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 13,813.063 | 7.64% | |||||||||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 25,197.733 | 13.94% | |||||||||||||||||
UMB BANK NA ONE SECURITY BENEFIT PLACE, TOPEKA KS 66636-1000 | A | 138,968.855 | 76.90% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 2,832.172 | 10.24% | |||||||||||||||||
ClearBridge Select Fund | 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 | FI | 23,807.736 | 86.05% | A | 927,666.582 | 13.53% | ||||||||||||||
LEGG MASON FUNDING LIMITED WALKER HOUSE, ELIZABETH WHITEHURST PO BOX 908GT, GRAND CAYMAN, CAYMAN ISLANDS | I | 516,378.930 | 64.00% | |||||||||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 123,373.102 | 15.29% | |||||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 47,255.350 | 5.86% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 2,239.522 | 29.34% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 4,011.207 | 52.54% | |||||||||||||||||
LEGG MASON FUNDING LIMITED WALKER HOUSE, ELIZABETH WHITEHURST PO BOX 908GT, GRAND CAYMAN, CAYMAN ISLANDS | IS | 1,382.372 | 18.11% | |||||||||||||||||
ClearBridge Tactical Dividend Income Fund | ||||||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 3,433,375.756 | 47.85% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 1,776,290.216 | 24.75% | |||||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 3,269,827.415 | 100.00% | A2 | 7,790,361.701 | 100.00% | ||||||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 237,575.822 | 5.41% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 358,624.835 | 8.16% | C | 220,079.723 | 13.62% | ||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 856,240.540 | 19.49% | 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% |
H-13I-13
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||||||||||
ClearBridge Tactical Dividend Income Fund (continued) | ||||||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 225,725.352 | 5.14% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 575,711.103 | 13.11% | |||||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 385,314.279 | 8.77% | |||||||||||||||||
ClearBridge Select Fund (continued) | ClearBridge Select Fund (continued) | |||||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 796,759.732 | 18.14% | C | 308,576.511 | 19.09% | ||||||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 314,443.025 | 7.16% | |||||||||||||||||
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 | 763,994.530 | 20.55% | I | 2,274,830.283 | 10.39% | ||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 652,283.620 | 17.55% | I | 2,631,555.943 | 12.02% | ||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 313,331.360 | 8.43% | I | 3,078,232.267 | 14.06% | ||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 257,108.667 | 6.92% | |||||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 489,806.613 | 13.18% | 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 | 545,786.239 | 14.68% | 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 | 38,429.268 | 56.90% | IS | 284,076.608 | 6.46% | ||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 5,212.496 | 7.72% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 18,556.247 | 27.47% | IS | 580,569.838 | 13.21% | ||||||||||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | IS | 4,558.879 | 6.75% | |||||||||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,314,508.675 | 29.91% | |||||||||||||||||
QS Conservative Growth Fund | ||||||||||||||||||||
ClearBridge Small Cap Growth Fund | ClearBridge Small Cap Growth Fund | |||||||||||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 17,050,191.511 | 85.46% | 1 | 106,575.556 | 100.00% | ||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 198,094.629 | 51.64% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 28,413.632 | 7.41% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 42,107.337 | 10.98% | A | 3,138,020.369 | 12.13% | ||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 46,143.274 | 31.69% | |||||||||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 17,938.877 | 12.32% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 54,353.704 | 37.32% | |||||||||||||||||
MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,841.478 | 44.28% | |||||||||||||||||
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% |
H-14I-14
Name and Address | Class | Shares Held | Percent of Class | Class | Shares Held | As % of shares outstanding | ||||||||||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||||||||||
QS Conservative Growth Fund (continued) | ||||||||||||||||||||
MATRIX TRUST COMPANY CUST. FBO ONE WAY DEVELOPMENT, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 813.529 | 19.56% | |||||||||||||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | R | 895.384 | 21.53% | |||||||||||||||||
QS Defensive Growth Fund | ||||||||||||||||||||
ClearBridge Small Cap Growth Fund (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 | 7,695,344.582 | 84.01% | A | 7,663,705.596 | 29.63% | ||||||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 14,882.668 | 14.87% | C | 23,230.729 | 8.62% | ||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 26,746.388 | 26.72% | C | 24,449.706 | 9.07% | ||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 8,492.816 | 8.48% | |||||||||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 14,491.765 | 14.48% | C | 34,507.949 | 12.80% | ||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 21,378.142 | 21.36% | 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 | 7,246.517 | 7.24% | C | 36,152.595 | 13.41% | ||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 3,624.635 | 10.46% | |||||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C1 | 14,114.387 | 40.74% | |||||||||||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C1 | 2,120.087 | 6.12% | |||||||||||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C1 | 2,108.574 | 6.09% | |||||||||||||||||
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 | C1 | 9,108.168 | 26.29% | I | 3,449,218.348 | 11.67% | ||||||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 14,971.685 | 14.71% | |||||||||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 10,947.646 | 10.75% | |||||||||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 13,057.349 | 12.83% | |||||||||||||||||
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 | I | 17,494.893 | 17.19% | IS | 12,160,109.617 | 21.26% | ||||||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 13,986.632 | 13.74% | |||||||||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 7,248.710 | 7.12% | |||||||||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 13,372.486 | 13.14% | |||||||||||||||||
MID ATLANTIC TRUST COMPANY FBO CAPTEC ENGINEERING INC 401(K) PROFI 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | I | 7,501.080 | 7.37% | |||||||||||||||||
MATRIX TRUST COMPANY CUST. FBO PAYROLL IRA ROTH- NAZARENE APOSTOLI 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 2,978.721 | 49.19% |
H-15I-15
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
QS Defensive Growth Fund (continued) | ||||||||||
MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,959.474 | 32.36% | |||||||
MATRIX TRUST COMPANY CUST. FBO SOTERIX MEDICAL, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 541.913 | 8.95% | |||||||
MATRIX TRUST COMPANY CUST. FBO HILLIARD CITY SCHOOLS 403(B) PLAN 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 341.743 | 5.64% | |||||||
QS Global Dividend Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 6,123.974 | 17.20% | |||||||
BNYM I S TRUST CO CUST ROLLOVER IRA HOPE E MUCKLOW 375 HARROGATE SPRINGS ROAD, WETUMPKA AL 36093-3609 | A | 4,921.660 | 13.82% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 8,597.086 | 24.14% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | A | 9,855.951 | 27.68% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 815,099.726 | 100.00% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 2,260.275 | 16.66% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 9,245.415 | 68.15% | |||||||
RICKY L HEWITT SR IRA R/O 118 HEWITT LN, AYDLETT NC 27916-9501 | C | 934.831 | 6.89% | |||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | FI | 922.605 | 27.09% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 1,100.788 | 32.32% | |||||||
VANGUARD BROKERAGE SERVICES A/C 7728-6591 P. O. BOX 1170, VALLEY FORGE PA 19482-1170 | FI | 268.254 | 7.88% | |||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | FI | 1,114.472 | 32.72% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 71,557.256 | 61.33% | |||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | I | 8,824.476 | 7.56% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 27,152.110 | 23.27% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 5,070,096.077 | 17.58% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 3,274,602.578 | 11.36% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,122,182.424 | 7.36% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,652,645.010 | 5.73% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 1,810,952.663 | 6.28% |
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% |
H-16I-16
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
QS Global Dividend Fund (continued) | ||||||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 4,538,008.300 | 15.74% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,952,732.355 | 10.24% | |||||||
STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,480,549.775 | 8.60% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C PO BOX 28004, ATLANTA GA 30358 | IS | 3,256,746.206 | 11.30% | |||||||
QS Global Equity Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 76,723.869 | 100.00% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 5,892,599.151 | 65.74% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 5,924.114 | 5.76% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 6,283.509 | 6.11% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 5,839.093 | 5.67% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 7,973.306 | 7.75% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 6,760.099 | 6.57% | |||||||
JOHN ROMERO AGENCY INC 401(K) PLAN JOHN ROMERO TTEE 10 MERRICK AVE, MERRICK NY 11566 | C | 17,949.155 | 17.44% | |||||||
ANDREA LEOPOLD TTEE FBO CHILDRENS SMILES DENTAL CARE 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 15,327.627 | 14.89% | |||||||
CAPITAL BANK & TRUST COMPANY TTEE F CT WILSON CONSTRUCTION 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 6,346.554 | 6.17% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | IS | 1,936.789 | 100.00% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 68,830.975 | 7.76% | |||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | I | 468,446.243 | 52.84% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 100,585.173 | 11.35% | |||||||
QS Growth Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 41,149,805.504 | 90.49% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 44,343.242 | 10.48% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 68,872.301 | 16.27% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 41,232.348 | 9.74% |
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% |
H-17I-17
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
QS Growth Fund (continued) | ||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 144,705.010 | 34.19% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 52,752.784 | 12.47% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 11,741.054 | 9.57% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 18,863.937 | 15.38% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 14,641.932 | 11.94% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 6,147.211 | 5.01% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 35,852.844 | 29.23% | |||||||
MID ATLANTIC TRUST COMPANY FBO MAGICWIG PRODUCTIONS INC 401(K) PRO 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | I | 7,948.184 | 6.48% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 9,594.652 | 7.82% | |||||||
ASCENSUS TRUST COMPANY FBO EXECUTIVE GLASS SERVICES, INC. 401(K) 682727 PO BOX 10577, FARGO, ND 58106 | R | 557.436 | 9.56% | |||||||
MATRIX TRUST COMPANY CUST. FBO IRA ACCOUNT - ASPIRE MG TRUST 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 367.560 | 6.30% | |||||||
MATRIX TRUST COMPANY CUST. FBO PAYROLLIRA- EDIBLE ARRANGEMENTS 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 696.427 | 11.94% | |||||||
MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 546.704 | 9.37% | |||||||
MATRIX TRUST COMPANY CUST. FBO EDIBLE ARRANGEMENTS PERRY HALL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 767.285 | 13.15% | |||||||
MATRIX TRUST COMPANY CUST. FBO SOTERIX MEDICAL, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 385.065 | 6.60% | |||||||
MATRIX TRUST COMPANY CUST. FBO LEO & ASSOCIATESINC- PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 352.002 | 6.03% | |||||||
MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 828.045 | 14.20% | |||||||
MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 370.330 | 6.35% | |||||||
MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 777.957 | 13.34% | |||||||
QS Moderate Growth Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 24,584,255.874 | 85.78% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 50,889.433 | 13.50% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 146,117.289 | 38.76% |
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% |
H-18I-18
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
QS Moderate Growth Fund (continued) | ||||||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 27,499.293 | 7.29% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 85,204.891 | 22.60% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 11,392.043 | 5.14% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 36,689.468 | 16.55% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 16,051.402 | 7.24% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 58,701.704 | 26.48% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 60,648.618 | 27.36% | |||||||
MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,680.227 | 19.56% | |||||||
MATRIX TRUST COMPANY CUST. FBO SOTERIX MEDICAL, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 562.812 | 6.55% | |||||||
MATRIX TRUST COMPANY CUST. FBO ONE WAY DEVELOPMENT, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 2,559.444 | 29.79% | |||||||
MATRIX TRUST COMPANY CUST. FBO MARQUISE ZINC PLUS, LLC. PAYROLL IR 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 492.765 | 5.74% | |||||||
MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 1,440.669 | 16.77% | |||||||
MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | R | 599.565 | 6.98% | |||||||
QS S&P 500 Index Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 716,306.798 | 7.58% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 5,769,413.093 | 61.02% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | D | 357,886.752 | 42.81% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | D | 203,060.025 | 24.29% | |||||||
VOYA INSTITUTIONAL TRUST COMPANY ONE ORANGE WAY, WINDSOR CT 06095-4773 | D | 214,750.419 | 25.69% | |||||||
QS U.S. Large Cap Equity Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 1,156.095 | 33.52% | |||||||
PAI TRUST COMPANY, INC. RHNL CONSULTING INC 401(K) P/S PLAN 1300 ENTERPRISE DRIVE, DE PERE WI 541150000 | FI | 244.735 | 7.10% | |||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | FI | 1,740.449 | 50.46% | |||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | I | 3,170.358 | 100.00% |
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% |
H-19I-19
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS EQUITY TRUST (continued) | ||||||||||
QS U.S. Large Cap Equity Fund (continued) | ||||||||||
LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 7,838,068.904 | 16.10% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 6,124,702.621 | 12.58% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 2 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,752,177.171 | 5.65% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 3,890,984.145 | 7.99% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 7,382,750.884 | 15.16% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 6,156,521.266 | 12.64% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 2,490,306.414 | 5.11% | |||||||
STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | IS | 8,950,307.935 | 18.38% | |||||||
LEGG MASON ETF INVESTMENT TRUST | ||||||||||
ClearBridge All Cap Growth ETF | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR, BALTIMORE, MD 21231 | 1,019,597 | 21.69% | ||||||||
RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004 ATLANTA, GA 30358 | 1,178,370 | 25.07% | ||||||||
LPL FINANCIAL CORPORATION 9785 TOWNE CENTER DRIVE SAN DIEGO, CA 92121 | 342,930 | 7.30% | ||||||||
RAYMOND JAMES 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 | 672,908 | 14.32% | ||||||||
UBS FINANCIAL SERVICES INC. 1000 HARBOR BLVD WEEHAWKEN, NJ 07086 | 252,807 | 5.38% | ||||||||
ClearBridge Dividend Strategy ESG ETF | ||||||||||
CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | 16,115 | 6.45% | ||||||||
MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR BALTIMORE, MD 21231 | 29,456 | 11.78% | ||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | 13,829 | 5.53% | ||||||||
BOFA SECURITIES, INC 4804 DEAR LAKE DR E JACKSONVILLE, FL 32246 | 13,265 | 5.31% | ||||||||
INTERACTIVE BROKERS RETAIL EQUITY CLEARING 8 GREENWICH OFFICE PARK GREENWICH, CT 06831 | 86,313 | 34.53% | ||||||||
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY, NJ 07399-0001 | 29,595 | 11.84% | ||||||||
ClearBridge Dividend Strategy ESG ETF | ||||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | 4,878,865 | 87.91% |
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% |
H-20I-20
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON ETF INVESTMENT TRUST (continued) | ||||||||||
Legg Mason Global Infrastructure ETF | ||||||||||
CITIGROUP GLOBAL MARKETS INC 111 WALL ST FL 24 NEW YORK, NY 10005-3501 | 100,000 | 14.29% | ||||||||
GOLDMAN SACHS & CO. LLC 30 HUDSON STREET JERSEY CITY, NJ 07302 | 100,301 | 14.33% | ||||||||
INTERACTIVE BROKERS RETAIL EQUITY CLEARING 8 GREENWICH OFFICE PARK GREENWICH, CT 06831 | 102,705 | 14.67% | ||||||||
HSBC/CCSLB 452 FIFTH AVENUE NEW YORK, NY 10018 | 100,000 | 14.29% | ||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | 40,930 | 5.85% | ||||||||
JP MORGAN SECURITIES, LLC/JPMC 500 STANTON CHRISTIANA ROAD, OPS 4 3RD FLOOR NEWARK, DE 19713 | 100,000 | 14.29% | ||||||||
Legg Mason International Low Volatility High Dividend ETF | ||||||||||
CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | 311,566 | 11.80% | ||||||||
RAYMOND JAMES 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 | 132,177 | 5.01% | ||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | 200,627 | 7.60% | ||||||||
THE BANK OF NEW YORK MELLON 525 WILLIAM PENN PLACE SUITE153-0400 PITTSBURGH, PA15259 | 1,198,591 | 45.40% | ||||||||
Legg Mason Low Volatility High Dividend ETF | ||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC 682 AMP FINANCIAL CENTER MINNEAPOLIS, MN 55474 | 1,667,234 | 6.29% | ||||||||
RAYMOND JAMES 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 | 1,739,470 | 6.56% | ||||||||
THE BANK OF NEW YORK MELLON 525 WILLIAM PENN PLACE SUITE153-0400 PITTSBURGH, PA15259 | 5,709,450 | 21.55% | ||||||||
MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR BALTIMORE, MD 21231 | 3,471,429 | 13.10% | ||||||||
TD AMERITRADE CLEARING INC. 200 S. 108TH AVE. OMAHA, NE 68154 | 3,761,217 | 14.19% | ||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | 1,835,225 | 6.93% | ||||||||
Legg MasonSmall-Cap Quality Value ETF | ||||||||||
CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | 84,898 | 16.98% | ||||||||
E TRADE SECURITIES, LLC P.O. BOX 484 JERSEY CITY, NJ 07303-0484 | 62,859 | 12.57% | ||||||||
RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004 ATLANTA, GA 30358 | 106,789 | 21.36% | ||||||||
FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OH 45263 | 69,000 | 13.80% | ||||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | 70,420 | 14.08% |
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% |
H-21I-21
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON ETF INVESTMENT TRUST (continued) | ||||||||||
Legg MasonSmall-Cap Quality Value ETF (continued) | ||||||||||
RBC CAPITAL MARKETS, LLC 510 MARQUETTE AVE. SOUTH MINNEAPOLIS, MN 55402-1110 | 46,666 | 9.33% | ||||||||
Western Asset Short Duration Income ETF | ||||||||||
CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | 691,959 | 69.20% | ||||||||
JP MORGAN SECURITIES, LLC/JPMC 500 STANTON CHRISTIANA ROAD, OPS 4 3RD FLOOR NEWARK, DE 19713 | 180,000 | 18.00% | ||||||||
Western Asset Total Return ETF | ||||||||||
TD AMERITRADE CLEARING INC. 200 S. 108TH AVE. OMAHA, NE 68154 | 891,296 | 21.22% | ||||||||
RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004 ATLANTA, GA 30358 | 999,439 | 23.80% | ||||||||
CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | 1,733,427 | 41.27% | ||||||||
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 | 10,629,358.927 | 48.35% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 9,341,492.517 | 42.49% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 781,651.586 | 10.87% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 1,902,305.458 | 26.44% | |||||||
SECURITY BENEFIT LIFE INSURANCECO-FBO UNBUNDLED 1 SECURITY BENEFIT PL, TOPEKA KS 66636-1000 | II | 437,346.580 | 6.08% | |||||||
SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE COMPANY 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | II | 386,800.910 | 5.38% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 1,525,090.284 | 21.20% | |||||||
PACIFIC SELECT EXEC SEPARATE ACCOUNT 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | II | 798,055.013 | 11.09% | |||||||
ClearBridge Variable Appreciation Portfolio | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 5,206,525.223 | 37.39% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 8,054,387.425 | 57.84% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 407,762.836 | 12.49% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 1,100,758.386 | 33.71% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | II | 1,678,858.675 | 51.42% |
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% |
H-22I-22
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | ||||||||||
ClearBridge Variable Dividend Strategy Portfolio | ||||||||||
OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | I | 2,538,895.586 | 46.87% | |||||||
JEFFERSON NATIONAL LIFE INS CO 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | I | 546,779.153 | 10.09% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 1,429,016.914 | 26.38% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 440,043.110 | 8.12% | |||||||
MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | II | 1,336,063.021 | 7.79% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 2,204,387.816 | 12.86% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 2,664,890.413 | 15.55% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 10,022,464.991 | 58.47% | |||||||
ClearBridge Variable Large Cap Growth Portfolio | ||||||||||
JEFFERSON NATIONAL LIFE INS CO 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | I | 937,766.421 | 19.16% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 3,702,593.292 | 75.64% | |||||||
MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | II | 502,657.783 | 8.02% | |||||||
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 434,723.268 | 6.94% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 5,123,538.308 | 81.74% | |||||||
ClearBridge Variable Large Cap Value Portfolio | ||||||||||
OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | I | 4,169,842.604 | 31.67% | |||||||
GENWORTH LIFE & ANNUITY INS CO 6620 W BROAD ST BLDG 3 5TH FL, RICHMOND VA 23230-1721 | I | 722,284.750 | 5.49% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 5,180,101.658 | 39.34% | |||||||
NATIONWIDE TRUST COMPANY, NWPP P.O. BOX 182029, COLUMBUS OH 43218-2029 | I | 1,796,929.176 | 13.65% | |||||||
ClearBridge Variable Mid Cap Portfolio | ||||||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | I | 1,695,346.348 | 56.44% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 1,238,615.173 | 41.23% | |||||||
PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 1,863,958.555 | 31.84% | |||||||
MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | II | 407,879.135 | 6.97% |
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% |
H-23I-23
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | ||||||||||
ClearBridge Variable Mid Cap Portfolio (continued) | ||||||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | II | 2,171,180.322 | 37.09% | |||||||
PACIFIC SELECT EXEC SEPARATE ACCOUNT 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | II | 548,423.725 | 9.37% | |||||||
ClearBridge Variable Small Cap Growth Portfolio | ||||||||||
RIVERSOURCE LIFE INSURANCE CO 10468 AMERIPRISE FINANCIAL CENTER, MINNEAPOLIS MN 55474-0001 | I | 626,913.894 | 6.62% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 1,765,782.325 | 18.65% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 3,860,019.422 | 40.77% | |||||||
NATIONWIDE TRUST COMPANY NWVL14 P.O. BOX 182029, COLUMBUS OH 43218-2029 | I | 748,404.033 | 7.91% | |||||||
PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 601,656.139 | 16.60% | |||||||
GUARDIAN INSURANCE & ANNUITY CO INC 6255 STERNERS WAY, BETHLEHEM PA 18017-9464 | II | 289,537.059 | 7.99% | |||||||
JEFFERSON NATIONAL LIFE INS CO 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | II | 520,548.326 | 14.36% | |||||||
MINNESOTA LIFE 400 ROBERT ST N, SAINT PAUL MN 55101-2037 | II | 530,170.443 | 14.63% | |||||||
NATIONWIDE TRUST COMPANY NWVA4 P.O. BOX 182029, COLUMBUS OH 43218-2029 | II | 184,362.487 | 5.09% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 738,302.031 | 20.37% | |||||||
QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | ||||||||||
OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | I | 85,559,836.073 | 96.50% | |||||||
PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 1,835,263.312 | 62.00% | |||||||
PROTECTIVE LIFE & ANNUITY INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | II | 629,719.522 | 21.27% | |||||||
AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | II | 312,689.779 | 10.56% | |||||||
QS Variable Conservative Growth | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 2,434,366.102 | 46.27% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 2,218,932.434 | 42.18% | |||||||
VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | N/A | 469,752.102 | 8.93% | |||||||
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S CLINTON ST FORT WAYNE IN 46802-3506 | II | 73,061.576 | 9.96% | |||||||
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 | II | 660,652.702 | 90.04% |
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% |
H-24I-24
Name and Address | Class | Shares Held | Percent of Class | |||||||
LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | ||||||||||
QS Variable Growth | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 1,238,709.647 | 18.30% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 5,099,137.212 | 75.32% | |||||||
VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | N/A | 344,540.997 | 5.09% | |||||||
QS Variable Moderate Growth | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | N/A | 1,869,321.949 | 80.12% | |||||||
VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | N/A | 403,710.953 | 17.30% |
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% |
H-25I-25
Comparison of Current Management Agreement and New Management Agreement1
|
1 There may be minor, non-substantive variations among the agreements for certain Funds.
2 Bracketed text included for Legg Mason ETF Investment Trust funds.
3 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund, QS US Large Cap Equity Fund and the Legg Mason ETF Investment Trust funds.
4 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund.
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-1-1I-26
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JEFFERSON NATIONAL LIFE INS CO ATTN SEPARATE ACCOUNTS 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 AXA EQUITABLE LIFE INSURANCE COMPANY SEPARATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 JEFFERSON NATIONAL LIFE INS CO ATTN SEPARATE ACCOUNTS 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 GENWORTH LIFE & ANNUITY INS CO 6620 W BROAD ST BLDG 3 5TH FL, RICHMOND VA 23230-1721 METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 NATIONWIDE TRUST COMPANY, NWPP C/O IPO PRTFL ACCNTNG P.O. BOX 182029, COLUMBUS OH 43218-2029Name and Address Class Shares Held As % of
shares
outstanding LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) ClearBridge Variable Dividend Strategy Portfolio (continued) I 469,429.194 9.64% I 1,306,189.710 26.82% I 395,153.613 8.11% II 1,407,574.277 8.35% II 2,296,534.124 13.62% II 2,468,539.600 14.64% II 9,870,825.220 58.53% ClearBridge Variable Large Cap Growth Portfolio I 781,842.191 17.34% I 3,454,719.976 76.62% II 513,664.482 7.27% II 485,457.719 6.87% II 5,847,204.301 82.78% ClearBridge Variable Large Cap Value Portfolio I 4,299,470.181 31.27% I 737,407.178 5.36% I 5,313,658.531 38.65% I 1,990,352.955 14.48%
5 Bracketed text included for Legg Mason ETF Investment Trust funds.I-27
6 Bracketed text included for the Legg Mason ETF Investment Trust funds.
7 Bracketed text included for the Legg Mason ETF Investment Trust funds.
8 Bracketed text included for ClearBridge International Small Cap Fund and ClearBridge Mid Cap Growth Fund.
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% |
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9 Text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund.
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-1-3I-29
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10 Bracketed text included for Legg Mason ETF Investment Trust funds.
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-1-4I-30
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11 Bracketed text included for Legg Mason ETF Investment Trust funds.
12 Bracketed text is used in lieu of the bracketed text that precedes it in the New Management Agreements for Legg Mason ETF Investment Trust funds.
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-1-5I-31
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13 Bracketed text is used in lieu of the bracketed text that precedes it in the New Management Agreements for Legg Mason ETF Investment Trust funds.
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-1-6I-32
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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% |
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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% |
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14 Bracketed text is used in lieu of the bracketed text that precedes it for Legg Mason ETF Investment Trust funds.
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-1-9I-35
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15 For ClearBridge Large Cap Value Fund, the Fund pays the Manager a fee consisting of a base fee plus a performance adjustment on a quarterly basis.
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-1-10I-36
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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-1-11I-37
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STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVE FL 49, NEW YORK NY 10018-1618 STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVE FL 49, NEW YORK NY 10018-1618 STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVE FL 49, NEW YORK NY 10018-1618 STATE OF COLORADO COLLEGEINVEST FIXED INC PORT 620 8TH AVE FL 49, NEW YORK NY 10018-1618 LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 PHILIP CUNNINGHAM TOD BEN. ON FILE SUBJECT TO STA TOD RULES 926 SOUTHWICK CT, OAKLAND MI 48363-2379 OPPENHEIMER & CO INC. FBO THE LEWIS FAMILY TRUST 08/31/92 364 ALTESSA BLVD, MELVILLE NY 11747 LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310Name and Address Class Shares Held As % of
shares
outstanding LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) BrandywineGLOBAL—Global Opportunities Bond Fund (USD Hedged) (continued) IS 6,611,289.830 16.40% IS 9,949,363.952 24.68% IS 5,132,253.210 12.73% IS 2,159,204.971 5.36% BrandywineGLOBAL—Global Unconstrained Bond Fund A 160,754.078 9.34% A 169,798.180 9.87% C 13,007.156 7.13% C 23,559.173 12.92% C 16,548.709 9.07% C 17,125.130 9.39% C 9,693.890 5.32% C 10,774.082 5.91% C 32,738.762 17.95% C 18,330.203 10.05% C1 3,724.982 23.08% C1 1,095.956 6.79% C1 6,085.576 37.70%
16 Bracketed text is used in lieu of the bracketed text that precedes it in New Management Agreements for the Legg Mason ETF Investment Trust funds.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-1-12I-39
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RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 MATRIX TRUST CO FOR ADVISOR TRUST KADES-MARGOLIS IRA MBD 717 17TH STREET, SUITE 1300, DENVER CO 80202 MATRIX TRUST COMPANY FOR ADVISOR TRUST KADES-MARGOLIS 403B MBD 717 17TH STREET, SUITE 1300, DENVER CO 80202 CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 MITRA & CO FBO 98 C/O RELIANCE TRUST COMPANY WI 4900 WEST BROWN DEER RD, MILWAUKEE, WI 53223 CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 NORTHERN TRUST COMPANY CUST FBO THORNDALE BW LLC 26-8221 PO BOX 92956, CHICAGO IL 60675-0001 SEI PRIVATE TRUST COMPANY C/O ID 827 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673Name and Address Class Shares
Held As % of
shares
outstanding LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) BrandywineGLOBAL—International Opportunities Bond Fund (continued) C 267.666 12.73% C 1,082.430 51.47% C 753.094 35.81% FI 440,031.444 49.73% FI 370,353.843 41.85% FI 50,434.769 5.70% I 374,036.736 19.94% I 349,676.183 18.64% I 123,918.564 6.60% I 828,832.532 44.18% IS 139,019.636 5.48% IS 542,700.513 21.39% IS 788,655.459 31.09% IS 550,985.580 21.72% IS 176,093.626 6.94% IS 147,736.318 5.82% R 1,029.500 100.00%
17 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.I-40
18 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
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% |
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WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, MIP M200-INVST, SPRINGFIELD MA 01111-0001 TD AMERITRADE INC FBO CUSTOMERS PO BOX 2226, OMAHA NE 68103-2226 DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS 711 HIGH STREET, DES MOINES, IA 50392 NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 BAND & CO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302, MILWAUKEE WI 53212 NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 SEI PRIVATE TRUST COMPANY C/O ID 683 ONE FREEDOM VALLEY DRIVE, OAKS PA 19456 CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901Name and Address Class Shares Held As % of
shares
outstanding LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) ClearBridge International Growth Fund (continued) C 162,181.027 15.35% C 56,682.036 5.36% C 401,105.747 37.96% FI 1,325,150.704 52.76% FI 214,452.631 8.54% FI 240,113.493 9.56% FI 186,354.762 7.42% I 7,941,516.056 12.86% I 3,659,946.037 5.93% I 5,339,760.476 8.65% I 19,837,265.728 32.13% I 5,087,497.727 8.24% IS 3,898,376.629 28.63% IS 1,102,401.627 8.10% IS 1,422,421.232 10.45% IS 1,156,143.528 8.49% R 31,215.389 6.86% R 78,684.119 17.30%
19 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.I-42
20 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
21 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
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% |
14I-43
Form of New Management Agreement1
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between [Name of Trust] (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).]
WHEREAS, the Trust is a [type of entity] 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, management and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment advisory, management, and administrative 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 and administrator of 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 owned by it, its funds available, or to become available, for investment, and generally 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.
MERRILL LYNCH PIERCE FENNER & SMITH INC FBO CUSTOMERS 4800 DEER LAKE DR E, JACKSONVILLE FL 32246-6484 WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 STATE OF COLORADO COLLEGEINVEST US SMLL CP EQTY INDIV FUND OPT 620 8TH AVE FL 49, NEW YORK NY 10018-1618 MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 STATE STREET BANK AND TRUST (FBO) ADP ACCESS PRODUCT 1 LINCOLN ST, BOSTON MA 02111-2901 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 GREAT-WEST TRUST COMPANY LLC FBO FASCORE LLC RETIREMENT PLANS 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 ASCENSUS TRUST COMPANY FBO PORTER & MALOUF, PA 401(K) 501126 P.O. BOX 10758, FARGO, ND 58106 MAC & CO 481302 500 GRANT STREET, ROOM 151-1010, PITTSBURGH PA 152583. (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 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 [, and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staff no-action letters applicable to the Fund]2. The Manager shall determine from time to time what securities and other investments will be purchased [(including, as permitted in accordance with this paragraph, swap agreements, options and futures)]3, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securitiesName and Address Class Shares Held As % of
shares
outstanding LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) ClearBridge Small Cap Fund (continued) I 1,461,303.647 22.59% I 636,274.556 9.84% I 642,935.087 9.94% I 660,979.307 10.22% IS 655,696.089 18.54% IS 276,732.001 7.82% IS 330,405.925 9.34% IS 176,883.476 5.00% IS 365,701.741 10.34% IS 577,976.243 16.34% IS 213,429.790 6.03% IS 236,811.669 6.69% R 10,298.876 9.44% R 5,774.441 5.29% R 9,770.715 8.95% R 11,304.513 10.36% R 19,415.080 17.79%
1 In addition to differences noted in this Appendix, there may be minor, non-substantive variations among the agreements for certain Funds.I-44
2 Bracketed text included for Legg Mason ETF Investment Trust funds.
3 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund.
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-2-1I-45
and other investments in which the Fund invests, and shall implement those decisions [(including the execution of investment documentation)]4, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of [the Fund and any exemptive orders and SEC staff no-action letters applicable to]5 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 [and anysub-custodian or prime broker]6 as to deliveries of securities and other investments and payments of cash [in respect of transactions or cash margin calls]7 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 [and may also include, from time to time, the investment of some of the Fund’s assets directly in securities or other instruments]8. 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 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 provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which 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 pertaining to the Fund’s portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. [The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement.]9
(b) Subject to the direction and control of the Board, the Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and billings of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 MATRIX TRUST CO CUST. FBO PRESBYTERIAN HOME OF MARYLAND, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 GREAT WEST TRUST CO LLC EMJAY FBO KCW ENGINEERING TECHNOLOG 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 MATRIX TRUST CO CUST. FBO DAVIS HEATING AND COOLING INC. 401K 717 17TH STREET, SUITE 1300, DENVER CO 80202 GREAT-WEST TRUST CO LLC FBO FASCORE LLC RETIREMENT PLANS 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 ASCENSUS TRUST COMPANY FBO PORTER & MALOUF, PA 401(K) 501126 P.O. BOX 10758, FARGO, ND 58106 PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 VANGUARD BROKERAGE SERVICES A/C 2107-1729 P. O. BOX 1170, VALLEY FORGE PA 19482-1170accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) maintaining the Fund’s existence, and (v) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. [The Manager will act as theName and Address Class Shares
Held As % of
shares
outstanding LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) ClearBridge Value Trust (continued) R 9,040.845 12.95% R 4,508.532 6.46% R 11,230.696 16.09% R 4,661.456 6.68% R 13,720.658 19.66% R 10,868.862 15.57% Martin Currie Emerging Markets Fund A 7,993.019 7.94% A 35,948.585 35.72% A 5,438.226 5.40% A 37,915.597 37.68% C 31,442.327 23.79% C 39,514.070 29.89% C 56,595.829 42.81% FI 16,971.079 30.97% FI 3,718.512 6.79%
4 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund, QS US Large Cap Equity Fund and the Legg Mason ETF Investment Trust funds.I-46
5 Bracketed text included for Legg Mason ETF Investment Trust funds.
6 Bracketed text included for the Legg Mason ETF Investment Trust funds.
7 Bracketed text included for Legg Mason ETF Investment Trust funds.
8 Bracketed text included for ClearBridge International Small Cap Fund and ClearBridge Mid Cap Growth Fund.
9 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund.
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-2-2I-47
Fund’s liaison with subadministrators, custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons as may reasonably be requested by the Trustees.]10. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties 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 assumed by any transfer agent, fund accounting agent, custodian, 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 Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of the 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 Act [or by any exemptive orders or SEC staff no-action letters applicable to the Fund]11 and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and 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.
4. Subject to the Board’s approval, [the Manager or the Fund] [at the expense of the Manager and to the extent permitted by any exemptive orders or SEC staff no-action letters applicable to the Fund, the Manager or the Fund]12 may enter into contracts with one or more investment subadvisers or subadministrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or subadministrators 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 or subadministrator and further provided that such contracts impose on any investment subadviser or subadministrator 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.
5. [The Manager shall arrange for the following persons to provide services to the Fund, as may be required: (i) subject to the approval of the Board of Trustees, a custodian or custodians for the Fund to provide for the safekeeping of the Fund’s assets; (ii) a recordkeeping agent to maintain the portfolio accounting records for the Fund; (iii) subject to the approval of the Board of Trustees, a transfer agent and registrar for the Fund;
LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 RELIANCE TRUST CO FBO ARDEN C/C P.O. BOX 78446, ATLANTA GA 30357 LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 NEW YORK TRADES COUNCIL & HOTEL ASSOC OF NEW YORK CITY INC PENSION FUND 305 WEST 44TH STREET, NEW YORK NY 10036 MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 LEGG MASON INC, ATTN ELIZABETH WHITEHURST 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 INTERACTIVE BROKERS LLC 2 PICKWICK PLAZA, GREENWICH, CT 06830 CHRISTOPHER W FLOYD & CORY L FLOYD JTWROS 29 FALMOUTH RD, WELLESLEY MA 02481-1216 LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550(iv) subject to the approval of the Board of Trustees, a securities lending agent for the Fund; (v) a dividend disbursing agent for the Fund; (vi) a depository; (vii) an accounting services provider; and (viii) an indicative optimized portfolio value calculation agent. The Trust may be a party to any agreement with any of the persons referred to in this Section 5. For any agreement to which the Trust is party, the agreement will be separately considered and approved by the Board of Trustees in accordance with all applicable requirements of the 1940 Act and the rules thereunder. For the avoidance of doubt, the service providers described in this Section 5 shall not be delegates of the Manager.]13 (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 shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. The Manager shall oversee the maintenance of all books and recordsName and Address Class Shares Held As % of
shares
outstanding LEGG MASON GLOBAL ASSET MANAGEMENT TRUST (continued) Martin Currie International Unconstrained Equity Fund (continued) A 10,754.621 52.75% I 44,364.773 38.53% I 44,318.253 38.49% I 10,834.600 9.41% IS 992,728.646 72.45% IS 372,547.399 27.19% Martin Currie SMASh Series EM Fund 3,400,566.668 6.96% 27,329,400.136 55.97% 5,364,479.701 10.99% 10,622,705.293 21.75% QS Global Market Neutral Fund A 10,261.278 96.26% C 5,056.843 100.00% I 494,446.220 92.47% I 32,162.786 6.01% IS 3,044,286.084 45.30% IS 1,905,921.267 28.36% IS 1,216,563.220 18.10%
10 Bracketed text included for Legg Mason ETF Investment Trust funds.I-48
11 Bracketed text included for Legg Mason ETF Investment Trust funds.
12 Bracketed text is used in lieu of the bracketed text that precedes it in the New Management Agreements for Legg Mason ETF Investment Trust funds.
13 Bracketed text included for Legg Mason ETF Investment Trust funds.
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% |
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with respect to the Fund’s securities transactions and the keeping of the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule31a-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 by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. 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; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization 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 and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; 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 anynon-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.
[The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement, except such expenses that are assumed by the Trust and/or the Fund under this Section. In addition, the Manager shall bear] [the following fees and expenses of the Trust and/or the Fund (as may be required), other than those expenses under Section 6(c)(v) of this Agreement:
(i) Expenses of the Fund’s subadviser, sub-subadvisers, subadministrator, transfer agent, registrar, distributor, depository, dividend disbursing agent, securities lending agent, an index calculation, maintenance and dissemination agent, custodial services (including any recordkeeping services provided by the custodian), accounting services provider, and indicative optimized portfolio value calculation agent;
(ii) Expenses of obtaining quotations for calculating the value of the Fund’s net assets and expenses relating to the computation of the Fund’s net asset value;
(iii) Expenses of maintaining the Fund’s tax records;
(iv) Recordkeeping fees and expenses for shareholder accounts;
(v) Costs and/or fees, including legal fees, incident to meetings of the Fund’s shareholders, the preparation, printing and distribution of Fund product descriptions (unless such expenses are paid for pursuant to a Rule 12b-1 distribution plan or related agreement), notices and proxy statements and reports of the Fund to its shareholders and other related communications of the Fund to its shareholders (other than those that are expenses pursuant to Section 6(c)(v)), the expenses of preparing, setting in print, printing and distributing prospectuses and statements
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% |
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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% |
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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
of additional information and any supplements thereto, the filing of reports with regulatory bodies, the maintenance of the Fund’s existence and qualification to do business, and the expenses of issuing, redeeming, registering and qualifying for sale, shares with federal and state securities authorities;
(vi) Any licensing fees necessary for the operation of the Trust and the Fund;
(vii) Any costs related to the use of any index for which an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, or an affiliated person of an affiliated person, of the Trust or a Fund, of the Adviser, any sub-adviser, the distributor or promoter of a Fund serves as index provider, as such may be required by the 1940 Act or any exemptive relief relied upon under the 1940 Act;
(vii) The Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Maryland statutory trust registered as an open-end management investment company or fees that arise in the ordinary course of business in connection with listing Shares of any Fund on a securities exchange;
(viii) Costs of printing certificates (if any) representing shares of the Fund;
(ix) The Fund’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums;
(x) Association membership dues;
(xi) Pro rata organizational and offering expenses of the Trust and the Fund, and any other expenses which are capitalized in accordance with generally accepted accounting principles;
(_) The Trust and/or the Fund shall bear the following expenses:
(i) Taxes (including, but not limited to, income, excise, transfer and withholding taxes) and governmental fees, if any, levied against the Trust or the Fund;
(ii) Brokerage fees, commissions and other portfolio transaction expenses incurred for the Fund, including, without limitation, Acquired Fund Fees and Expenses (as such term is defined in Form N-lA as promulgated by the Securities and Exchange Commission) and expenses relating to creation and redemption transactions;
(iii) Costs, including the interest expenses and any loan commitment fees, of borrowing money;
(iv) Expenses incurred pursuant to a Rule 12b-1 distribution plan or related agreement, including distribution fees;
(v) Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and
(vi) The management fee payable to the Manager under the Agreement.]14
[The payment or assumption by the Manager of any expense of the Fund that the Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay or assume the same or any similar expense of the Fund on any subsequent occasion.]15
14 Bracketed text is used in lieu of the bracketed text that precedes it for the Legg Mason ETF Investment Trust funds.007CFN1203
15 Bracketed text included for the Legg Mason ETF Investment Trust funds.
I-2-5
6. 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.[FORMS OF PROXY CARD/VOTING INSTRUCTION CARD*]
7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed hereto, 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 first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. 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.16
8. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 8, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates.
9. 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 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 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.
10. 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.
16 For ClearBridge Large Cap Value Fund, the Fund pays the Manager a fee consisting of a base fee plus a performance adjustment on a quarterly basis.
I-2-6
11. This Agreement will become effective with respect to the Fund on the date set forth opposite the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect until [date]. 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][in the manner required by the 1940 Act]17.
12. 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.
13. 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.
14. 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][in the manner required by the 1940 Act]18.
15. 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. [No provision of this Agreement is intended to conflict with any applicable law.]19 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 [and permitted assigns]20.
16. [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.]21
[17.] This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives
17 Bracketed text is used in lieu of the bracketed text that precedes it in New Management Agreements for the Legg Mason ETF Investment Trust funds.
18 Bracketed text is used in lieu of the bracketed text that precedes it in New Management Agreements for the Legg Mason ETF Investment Trust funds.
19 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
20 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
21 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
I-2-7
any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division.]22
[18. Subject to the proviso of the first sentence of Section 8 of this Agreement, the Manager shall not be liable for any losses caused directly or indirectly by circumstances beyond the Manager’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Manager to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]23
[signature page to follow]
22 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
23 Bracketed text is used in New Management Agreements for the Legg Mason ETF Investment Trust funds.
I-2-8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.EVERY SHAREHOLDER’S VOTE IS IMPORTANT
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 | |||
VIRTUAL MEETING at the following Website: http://www.meetingcenter.io/241978409 on June 15 at 10:00 a.m. Eastern Time | |||
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. |
I-2-9
Schedule A
[Name of Fund]
Date:
[Date]
Fee:
[Description of fee]
I-2-10
Comparison of Current Subadvisory Agreement and New Subadvisory Agreement1Please detach at perforation before mailing.
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1 There may be minor,non-substantive variations among the agreements for certain Funds.
2 For agreements between two Subadvisers, the bracketed text is used in lieu of the bracketed text that precedes it.
3 For agreements between two Subadvisers, reference to the hiring Subadviser is also included.
4 Bracketed text included for Legg Mason ETF Investment Trust funds.
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5 Bracketed text included for Legg Mason ETF Investment Trust funds.
6 Bracketed text included for Legg Mason ETF Investment Trust funds.
7 Bracketed text included for Legg Mason ETF Investment Trust funds.
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8 For agreements between two Subadvisers, reference to the hiring Subadviser is also included.
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9 Bracketed text included for Legg Mason ETF Investment Trust funds.
10 Bracketed text included for Legg Mason ETF Investment Trust funds.
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11 Bracketed text included for Legg Mason ETF Investment Trust funds.
12 Bracketed text included for Legg Mason ETF Investment Trust funds.
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13 Bracketed text not included for QS Global Dividend Fund, QS Legg Mason Dynamic Multi-Strategy VIT Portfolio, ClearBridge Sustainability Leaders Fund, ClearBridge Select Fund, the Legg Mason ETF Investment Trust funds.
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14 For agreements between two Subadvisers, reference to the hiring Subadviser is also included.
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15 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
16 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
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17 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
18 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
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19 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
20 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
21 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
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22 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
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AppendixJ-2LEGG MASON GLOBAL ASSET MANAGEMENT TRUST, LEGG MASON PARTNERS EQUITY TRUST,
Form of New Subadvisory Agreement1
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SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between [Name of Manager]2, and [Name of Subadviser]3, a [type of entity] (the “Subadviser”).
WHEREAS, the Manager has been retained by [Name of Trust] (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to certain series of the Trust; and
WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth;
[WHEREAS, the Subadviser has been retained by [Name of Manager]to provide investment advisory, management, and administrative services to [Name of Trust] (the “Trust”), a [type of entity] registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A Annexed hereto (the “Fund”); and
WHEREAS, the Subadviser wishes to engage [name ofSub-subadviser] to provide certain investment advisory services to the Fund, and [name ofSub-subadviser] is willing to furnish such services on the terms and conditions hereinafter set forth;]4
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as [Subadviser][a subadviser]5 with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and [the Manager]6, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated
1 In addition to differences noted in this Appendix, there may be minor, non-substantive variations among the agreements for certain Funds.
2 For agreements between two Subadvisers, references to the Manager are replaced by references to the hiring Subadviser that has engaged the other Subadviser, unless otherwise noted.
3 For agreements between two Subadvisers, references to the Subadviser are replaced by references to the Subadviser being engaged, unless otherwise noted.
4 For agreements between two Subadvisers, the Bracketed text is used in lieu of the two preceding clauses.
5 For agreements between two Subadvisers, the bracketed text is used in lieu of the bracketed text that precedes it.
6 For agreements between two Subadvisers, reference to the hiring Subadviser is also included.
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to the Subadviser by the Manager from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information [and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staffno-action letters applicable to the Fund]7. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities 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 andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund [and any exemptive orders and SEC staffno-action letters applicable to the Fund]8 referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund [and anysub-custodian or prime broker]9 as to deliveries of securities and other investments and payments of cash [in respect of securities transactions or cash margin calls]10 for the account of the Fund. Subject to applicable provisions of the 1940 Act, 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. The Subadviser 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 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 Subadviser or its affiliates exercise investment discretion. The Subadviser 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 Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser 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 Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement.
( ) The Fund hereby authorizes any entity or person associated with the Subadviser 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 Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv).
7 Bracketed text included for Legg Mason ETF Investment Trust funds.
8 Bracketed text included for Legg Mason ETF Investment Trust funds.
9 Bracketed text included for Legg Mason ETF Investment Trust funds.
10 Bracketed text included for Legg Mason ETF Investment Trust funds.
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Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the 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 Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act [or by any exemptive orders or SEC staffno-action letters applicable to the Fund]11 and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and 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 Subadviser and its directors and officers.
4. [To the extent permitted by any exemptive orders or SEC staffno-action letters applicable to the Fund,]12The Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with all applicable requirements of the 1940 Act.
5. The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule31a-3 under the 1940 Act, the Subadviser 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 Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act.
6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager13 with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder.
(b) The Subadviser 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 Subadviser shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization 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 and other investments and any losses in connection therewith; [FormCPO-PQR filings that relate to the Fund;]14 fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; [expenses relating to share certificates;] expenses relating to [creation and redemption transactions and]15 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 anynon-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.
11 Bracketed text included for Legg Mason ETF Investment Trust funds.
12 Bracketed text included for Legg Mason ETF Investment Trust funds.
13 For agreements between two Subadvisers, reference to the hiring Subadviser is also included.
14 Bracketed text included for Legg Mason ETF Investment Trust funds.
15 Bracketed text included for Legg Mason ETF Investment Trust funds.
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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 Subadviser or any affiliated company of the Subadviser, 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 Subadviser’s or any affiliated company’s staff.
8. As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser [out of the management fee it receives with respect to the Fund, and only to the extent thereof,]16 as promptly as possible after the last day 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 as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets 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.
9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager17 or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates.
10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser 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 Subadviser 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 consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time.
11. 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.
12. 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 in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through
16 Bracketed text not included for QS Global Dividend Fund, QS Legg Mason Dynamic Multi-Strategy VIT Portfolio, ClearBridge Sustainability Leaders Fund, ClearBridge Select Fund, and Legg Mason ETF Investment Trust funds.
17 For agreements between two Subadvisers, reference to the hiring Subadviser is also included.
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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][in the manner required by the 1940 Act]18.
13. 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 Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager without the consent of the Subadviser.
14. The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, 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.
15. 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][in the manner required by the 1940 Act]19.
16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]20 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 [and assigns]21.
17. [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer rights, privileges, claims or remedies upon any shareholder or other person other than the parties (including the Trust with respect to the Fund) and their respective successors and permitted assigns.]22
[18.] This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division]23.
[19. Subject to the proviso of the first sentence of Section 9 of this Agreement, the Subadviser shall not be liable for any losses caused directly or indirectly by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of
18 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
19 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
20 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
21 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
22 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
23 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
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civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]24
[signature page to follow]
24 Bracketed text is used in New Subadvisory Agreements for the Legg Mason ETF Investment Trust funds.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
SHAREHOLDERS | ||
The foregoing is acknowledged:
The undersigned officer of the Trust has executed this Agreement not individually but in his/her capacity as an officer of the Trust. The Trust does not hereby undertake, on behalf of the Fund or otherwise, any obligation to the Subadviser.
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25 For agreements between two Subadvisers, the parties of the agreement, as noted above, are the two Subadvisers.
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[This annex is applicable only to Subadvisory Agreements with
Western Asset Management Company Limited]
ANNEX I
This Annex I forms a part of the Subadvisory Agreement dated as of [date] by and between Western Asset Management Company, a California corporation, and Western Asset Management Company Limited (“WAML”), an entity authorized and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”).
1. WAML represents, warrants and covenants that it is authorized and regulated by the FCA.
2. WAML has classified the Fund as an Intermediate Customer as defined by the FCA Rules.
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SCHEDULE A
[Name of Fund]
Date:
[Date]
Fee:
[Description of fee]
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EQUITY 007CFN0EAE
LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD.BOARD OF TRUSTEES.The undersigned hereby appoints Jane E. Trust, Robert I. Frenkel,Jeanne M. Kelly, Thomas C. Mandia, Jeanne M. Kelly, George P. Hoyt,Harris C. Goldblat, Marc A. DeOliveira, Tara E. Gormel and Angela N. Velez, Todd Lebo, Rosemary D. Emmens, Harris Goldblat, Susan Lively and Marc De Oliveira and each of them, attorneys and proxies for the undersigned, with several powersfull power of substitution and revocation, to attendrepresent the undersigned and to vote on behalf of the undersigned all shares of the Fund(s) which the undersigned is entitled to vote 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 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 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 Meeting and accompanying Joint Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the undersigned. If no direction is made, this proxy will be voted “FOR” the election of all of the Nominees in Proposal 1.
VOTE VIA THE INTERNET: | www.proxy-direct.com | |||
VOTE VIA THE TELEPHONE: | 1-800-337-3503 | |||
LMG_31874_021621
PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
xxxxxxxxxxxxxx | code |
* | The proxy card/voting instruction card that each shareholder receives will be tailored to indicate the Fund(s) in which that shareholder/contractholder holds shares. |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49thFloor, New York, New York,virtually on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. June 15, 2021.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting, of Shareholders and of the accompanying Joint Proxy Statement (the terms of each of whichand Proxy Card are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.available at:
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof.
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LMF_31298_040820_EQ
FUNDS | FUNDS | FUNDS | ||||||
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Fund4 | Fund6 | |||||||
Fund7 | Fund8 | Fund9 | ||||||
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PLEASE NOTE:Please detach at perforation before mailing.
If it is determined that the Meetingno specific instructions are provided, this proxy will be held at a different time,voted “FOR” the proposal and in a different location, or partially or entirely by meansthe discretion of remote communication (i.e., a virtual meeting), an announcement of anythe proxies upon such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to checkother business as may properly come before the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒Meeting.
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ProposalThe Board of Trustees responsible for your Fund(s) recommends that you vote “FOR” all of the | ||
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 |
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FOR | WITHHOLD | FOR ALL | FOR | FOR | ||||||||||||||||||
ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | |||||||||||||||||
01 | ☐ | ☐ | ☐ | 02 | ☐ | ☐ | ☐ | |||||||||||||||
03 | ☐ | ☐ | ☐ | 04 | ☐ | ☐ | ☐ | |||||||||||||||
05 | ☐ | ☐ | ☐ | 06 | ☐ | ☐ | ☐ | |||||||||||||||
07 | ☐ | ☐ | ☐ | 08 | ☐ | ☐ | ☐ . | |||||||||||||||
09 | ☐ | ☐ | ☐ | 10 | ☐ | ☐ | ☐ | |||||||||||||||
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IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
| 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 | Signature 2 — Please keep signature within the |
/ / | ||||||||||||
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LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned, hereby appoints Jane E. Trust, Robert I. Frenkel, Thomas C. Mandia, Jeanne M. Kelly, George P. Hoyt, Tara Gormel, Angela N. Velez, Todd Lebo, Rosemary D. Emmens, Harris Goldblat, Susan Lively and Marc De Oliveira and each of them, proxies with several powers of substitution, to attend the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49thFloor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Joint Proxy Statement (the terms of each of which are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof.
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xxxxxxxxxxxxxx | |
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LMG 31874 | |
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LMF_31298_040820_EQ
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT
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IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
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LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned, hereby appoints Jane E. Trust, Robert I. Frenkel, Thomas C. Mandia, Jeanne M. Kelly, George P. Hoyt, Tara Gormel, Angela N. Velez, Todd Lebo, Rosemary D. Emmens, Harris Goldblat, Susan Lively and Marc De Oliveira and each of them, proxies with several powers of substitution, to attend the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49thFloor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Joint Proxy Statement (the terms of each of which are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof.
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VOTE ON THE INTERNET | ||||||||||
Log on to: | ||||||||||
or scan the QR code | ||||||||||
Follow the on-screen instructions | ||||||||||
available 24 hours | ||||||||||
VOTE BY PHONE Call 1-866-298-8476 Follow the available 24 hours | ||||||||||
VOTE BY MAIL | ||||||||||
Vote, sign and date this Voting | ||||||||||
Instruction Card and return in the postage-paid envelope | ||||||||||
VIRTUAL MEETING at the following Website: |
on June 15 at 10:00 a.m. Eastern Time | |||||||||
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. |
LMF_31298_040820_EQ
PLEASE NOTE:If it is determined that the Meeting will be heldPlease detach at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒perforation before mailing.
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LEGG MASON GLOBAL ASSET MANAGEMENT TRUST, LEGG MASON PARTNERS EQUITY TRUST, | ||||||||||||||||||
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LEGG MASON PARTNERS VARIABLE EQUITY TRUST | ||||||||||||||||||
VOTING INSTRUCTION CARD FOR | ||||||||||||||||||
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
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LEGG MASON-SPONSORED FUNDS
VOTING INSTRUCTION CARD FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
[INSURANCE COMPANY NAMEDROP-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 below-namednamed fund(s) (the “Fund”).
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as directed 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 Tuesday, June 15, 2021 at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, on July 14, 2020 at 11:10:00 a.m. (Eastern time), orand at any adjournmentadjournment(s) or postponementpostponement(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 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 namedabove-named insurance company to exercise its discretion in voting upon such other business as may properly come before the meetingMeeting or any adjournmentsadjournment(s) or postponementspostponement(s) thereof. The undersigned hereby revokes any voting instruction previously given.
The 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” all of the proposals.
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LMF_31298_040820_EQ_VINominees in Proposal 1.
VOTE VIA THE INTERNET: | www.proxy-direct.com | |||
VOTE VIA THE TELEPHONE: | 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.
xxxxxxxxxxxxxx | code |
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders scheduled to be held virtually on June 15, 2021.
The Notice of Meeting, Joint Proxy Statement and Voting Instruction Card are available at:
https://www.proxy-direct.com/lmf-31874
FUNDS | FUNDS | FUNDS | ||||||
Fund1 | ||||||||
Fund4 | Fund6 | |||||||
Fund7 | Fund8 | Fund9 | ||||||
Fund10 | ||||||||
PLEASE NOTE:Please detach at perforation before mailing.
If it is determined that the Meetingno specific instructions are provided, this voting instruction card will be held at a different time,voted “FOR” the proposal and in a different location, or partially or entirely by meansthe discretion of remote communication (i.e., a virtual meeting), an announcement of anythe proxies upon such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to checkother business as may properly come before the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒Meeting.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: |
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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 |
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FOR | WITHHOLD | FOR ALL | FOR | FOR | ||||||||||||||||||
ALL | ALL | EXCEPT | ALL | ALL | EXCEPT | |||||||||||||||||
01 | ☐ | ☐ | ☐02 Fund2 | ☐ | ☐ | |||||||||||||||||
03 Fund3 | ☐ | ☐ | ☐ | |||||||||||||||||||
☐ | ☐ | ☐ | ||||||||||||||||||||
05 Fund5 | ☐ | ☐ | ☐ | ☐ | ☐ | |||||||||||||||||
☐ | ☐ | ☐08 Fund8 | ☐ | ☐ | ||||||||||||||||||
09 Fund9 | ☐ | ☐ | ☐ | |||||||||||||||||||
☐ | ☐ | ☐ | ||||||||||||||||||||
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IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
| 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 | Signature 2 —Please keep signature within the |
/ / | ||||||||||||
Scanner bar code
LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
[INSURANCE COMPANY NAMEDROP-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 below-named fund(s) (the “Fund”).
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as directed on the reverse side at the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, as fully as the undersigned would be entitled to vote if personally present. 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 adjournments or postponements thereof.
The 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 proposals.
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xxxxxxxxxxxxxx | LMG2 31874 |
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xxxxxxxx |
LMF_31298_040820_EQ_VI
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
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IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
| ||||
LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
[INSURANCE COMPANY NAMEDROP-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 below-named fund(s) (the “Fund”).
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as directed on the reverse side at the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, as fully as the undersigned would be entitled to vote if personally present. 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 adjournments or postponements thereof.
The 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 proposals.
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LMF_31298_040820_EQ_VI
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
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IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
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