Payment of Filing Fee (Check the appropriate box):

LEGG MASON-SPONSORED FUNDS

620 Eighth Avenue, 49th Floor

New York, NY 10018

[    ], 2020

Dear Shareholder:

A special meeting of shareholders of your Fund is scheduled to be held 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 9:00 a.m. (Eastern time), to vote on the proposals listed in the enclosed Joint Proxy Statement. However, as we are concerned about your 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 hold the meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will make an announcement in the manner discussed in these materials.

Legg Mason is the parent company of the investment manager and the subadvisers of the Funds named 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 shareholders 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 is expected to approve 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.

Your Fund’s Board recommends that you vote “FOR” each of the proposals applicable to your Fund.However, before you vote, please read the full text of the Joint Proxy Statement for an explanation of each of the proposals.

Your vote on these matters is important. Even if you plan to attend and vote at the meeting, please 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 proposals to be voted on, please call Innisfree M&A Incorporated at 877-800-5185.

Sincerely,

Jane E. Trust

President of the Funds

TABLE OF CONTENTS

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IMPORTANT NEWS FOR FUND SHAREHOLDERS

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.

Questions and Answers

In this booklet, we refer to the investment adviser of your Fund as the “manager” and your Fund’s agreement with that investment adviser the “management agreement,” even though these agreements are titled “investment management agreements.” We also refer to each subadviser as a “subadviser” and the agreement with that subadviser a “subadvisory agreement,” even though these agreements are titled “investment management agreements.”

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Each new agreement will take effect when the manager or subadviser becomes a subsidiary of Franklin Templeton.

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 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

[    ], 2020

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

WESTERN ASSET INFLATION-LINKED INCOME FUND

WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND

Scheduled (NYSE – WIW)

620 Eighth Avenue, 47^th Floor

New York, New York 10018

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 14, 2021

To Be Held July 14, 2020the Shareholders of

A special meeting (the “Meeting”) of the shareholders of Western Asset Inflation-Linked Opportunities & Income Fund and

The Annual Meeting of Shareholders (the “Annual Meeting”) of Western Asset Inflation-Linked Opportunities & Income Fund (each, a(the “Fund”) is scheduled to be held as a virtual meeting on Friday, May 14, 2021 at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020, at 9:10:00 a.m. (Eastern time), to consider and vote onEastern Time, for the following proposals, as more fully described in the accompanying Joint Proxy Statement:purposes:

2-A    Western Asset Management Company Limited

2-B    Western Asset Management Company Ltd

2-C    Western Asset Management Company Pte. Ltd.

Your Fund’sDue to recommendations from public officials or public health and travel concerns arising from the coronavirus known as COVID-19, and to support the health and well-being of our shareholders, the Annual Meeting will be accessible solely by means of remote communication.

The Board recommends that you vote “FOR” all proposals upon which you are being asked to vote.Shareholders of record atTrustees has fixed the close of business on May 22, 2020 areMarch 30, 2021 as the record date for the determination of shareholders entitled to receive notice of and to vote at the MeetingsAnnual Meeting and any adjournment(s) or postponement(s) thereof. To participate in the Annual Meeting 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 andhttp://www.meetingcenter.io/216433709, you must enter the 14-digit control number found on your form of proxy card, arevoting instruction form or notice you previously received. The password for the Annual Meeting is LMF2021. You may vote during the Annual Meeting by following the instructions available at https://www.ReadOurMaterials.com/lmf.on the Annual Meeting website during the Annual Meeting.

PLEASE NOTE:If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Funds decideAnnual Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to holdComputershare Fund Services (“Computershare”), the Meeting atFund’s proxy solicitor. You may forward an email from your intermediary or attach an image of your legal

proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on May 11, 2021. You will receive a different time, inconfirmation email from Computershare of your registration and a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updatescontrol number that will be provided by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). We encourageallow you to checkvote at the website prior to the

vii

meeting ifWhether or not you plan to attend. An announcement of any change will also be filed withattend the Securities and Exchange Commission via its EDGAR system.

IfAnnual Meeting, we urge you ownto authorize a proxy to vote your shares in more than one Fund asadvance of the closeAnnual Meeting by one of businessthe methods described in the proxy materials for the Annual Meeting. The Proxy Statement is available on May 22, 2020, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive, or if you vote by telephone or over the Internet please voteat www.proxy-direct.com/lmf-32020. The enclosed proxy is being solicited on behalf of the proposals affecting each Fund you own.Board of Trustees of the Fund.

By orderOrder of the BoardsBoard of Trustees

Robert I. FrenkelMarc A. De Oliveira,

Secretary

[                ], 2020

LEGG MASON-SPONSORED FUNDSWESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND

620 Eighth Avenue, 49th47^th Floor

New York, NYNew York 10018

[    ], 2020

PROXY STATEMENT

This JointImportant Notice Regarding the Availability of Proxy StatementMaterials for the Shareholders Meeting to be Held on May 14, 2021:

The proxy statement is furnished in connection with the solicitationavailable at

https://www.proxy-direct.com/lmf-32020

The accompanying proxy is solicited by the BoardsBoard of Trustees (each, a(the “Board” and each Board member, a “Trustee” or a “Board Member”) of each of Western Asset Inflation-Linked Income Fund and Western Asset Inflation-Linked Opportunities & Income Fund (each, a(the “Fund”) of proxies to be votedfor use at special meetingsthe annual meeting of shareholders of each suchthe Fund, scheduled to be held on JulyMay 14, 20202021 at the offices of Legg Mason10:00 a.m., Eastern Time, in a virtual format at 620 Eighth Avenue, 49th Floor, New York, New York 10018 at 9:00 a.m. (Eastern time) (for each Fund, a “Meeting” and collectively, the “Meetings”http://www.meetingcenter.io/216433709 (the “Annual Meeting”), and at any and all adjournmentsadjournment(s) or postponementspostponement(s) thereof. The MeetingsAt the Annual Meeting, shareholders will be held forasked to consider the purposes set forth inre-election of Robert Abeles, Jr., Jane F. Dasher, Anita L. DeFrantz, and Jane E. Trust (collectively, the accompanying Notice of Special Meeting of Shareholders.“Nominees”) to the Board.

The Board of each Fund has determined that the use of this Joint Proxy Statement for each Meeting is in the best interests of the Fund in light of the similar matters being considered and voted on by the shareholders of each Fund. The Meetings are being held together for convenience, but each Meeting is a separate meeting. This Joint Proxy Statement and the accompanying materials are beingform of proxy were first mailed by the Boards to shareholders on or about [    ], 2020.

Each Fund is organized as a Massachusetts business trust. Each Fund is a registered investment company.

Shareholders of record at the close of business on May 22, 2020 (the “Record Date”) are entitled to vote at the Meetings.

Shareholders of each Fund are entitled to one vote for each share held. Shareholders of each Fund will vote as a single class 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.

The number of shares of each Fund outstanding as of the close of business on May 22, 2020 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 a proxy card included with this Joint Proxy Statement. If you own shares in more than one Fund on 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 applicable to EACH Fund you own. If you vote by telephone or over the Internet, you may 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,

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provide access into the voting sites and confirm that your instructions are properly recorded.

All properly executed proxies received prior to a Fund’s Meeting will be voted at the Meeting. On the matters coming before each 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, the shares will be voted “FOR” each such proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending and voting at the Meeting, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meetings, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank 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. 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.

Annual reports are sent to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth inAppendix Aof 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 by calling (888) 777-0102, by writing to the Fund at 100 International Drive, 4th Floor, Baltimore, MD 21202, or visiting the Fund’s website (http://www.lmcef.com). 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.

April 6, 2021. Please note that only one annual or semi-annual report or Joint Proxy Statement may be delivered to two or more shareholders of athe Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-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.620 Eighth Avenue, 47^th Floor, New York, New York 10018 or by calling toll free at 1-888-777-0102.

The following table summarizes each proposal to be presented atBoard has fixed the Meetings, and shareholdersclose of which Funds are being asked to votebusiness 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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Please note that in this Joint Proxy Statement, we refer to the investment adviser of your FundMarch 30, 2021 as the “manager” andrecord date (the “Record Date”) for the agreement with that investment adviser the “management agreement,” even though these agreements are titled “investment management agreements.” We also refer to each subadviser as a “subadviser” and the agreement with that subadviser a “subadvisory agreement,” even though these agreements are titled “investment management agreements.”

Summary of Proposals

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Vote Required and Manner of Voting Proxies

A quorumdetermination of shareholders is requiredentitled to take action at each Meeting. For each Fund, a quorum consistsnotice of 30% of the shares entitledand to vote at the Fund’sAnnual Meeting.

Votes and any adjournment(s) or postponement(s) thereof. To participate in the Annual Meeting at each Meeting will be tabulated byhttp://www.meetingcenter.io/216433709, you must enter the inspectors of election appointed14-digit control number found on your proxy card, voting instruction form or notice you previously received. The password for the Meeting. The inspectors of election will determine whether or not a quorumAnnual Meeting is present atLMF2021. You may vote during the Annual Meeting by following the instructions available on the Annual Meeting website during the Annual Meeting. The inspectors of election will treat abstentions as present for purposes of determining a quorum.

If you hold your shares directly (not through an intermediary, such as a broker-dealer, bank insurance company or other intermediary),broker, you must register in advance to attend the Annual Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and if you return a signed proxy card that does not specify how you wishemail address to vote on a proposal, your shares will be voted “FOR” Proposal 1 and Proposal 2.

Broker-dealer firms holding shares of aComputershare 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 each Proposal before the Meetings. A broker-dealer that is a member of the New York Stock Exchange and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm’s request for voting instructions may not vote such customer’s or client’s shares with respect tonon-routine proposals, including Proposal 1 and Proposal 2.

If you hold shares of a Fund through a broker-dealer, bank, insurance company or other intermediary (called a service agent)Services (“Computershare”), the service agentFund’s proxy solicitor. You may be the record holderforward an email from your intermediary or attach an image of your shares. At the Meetings, a service agent will vote shareslegal proxy to shareholdermeetings@computershare.com. Requests 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 shouldregistration must be voted on a Proposal may be deemed to authorize a service provider to vote such shares in favor of the applicable Proposal. 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 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.

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 and 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. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.

Legg Mason and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of Proposals 1 and 2. Unless otherwise provided in client guidelines, Legg Mason and its affiliates generally intend to vote Fund sharesno

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owned inlater than 5:00 p.m., Eastern Time, on May 11, 2021. You will receive a client account over which Legg Mason or an affiliate has discretionary authority in favorconfirmation email from Computershare of Proposals 1your registration and 2. If Legg Mason’s ownership, ora control number that will allow you to vote at the ownershipAnnual Meeting. As of a client account over which Legg Mason has discretionary authority, represents a sizeable enough portionthe close of a Fund’s outstanding shares, Legg Mason’s vote will ensure thatbusiness on the Proposals forRecord Date, the Fund will be approved. Please seeAppendix I for information regarding persons, including Legg Masonhad issued and its affiliates, that beneficially owned or owned of record 5% or more of the outstanding 61,184,134 common shares of a class of each Fund.

Each ofProposal 1andProposal 2:

Approval All expenses incurred in connection with the solicitation of each Proposalproxies by the Board, including the services of Computershare, will occur only if a sufficient number of votes atbe borne by the Meeting are cast “FOR” that Proposal.Fund.

Abstentions and broker“broker non-votesnon-votes” are not considered “votes cast”(i.e., proxies signed 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 sharesreturned by brokers with respect to Shares held by brokers or nominees typically in “street name,” as to which proxies have been returned but (a)one or more votes is not indicated because (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (b)(ii) the broker or nominee does not have discretionary voting power on a particular matter. Please notematter) will be counted as Shares present for purposes of determining whether a quorum is present. Assuming that a quorum would otherwise be present, abstentions and broker non-votes will have the effect of a vote against a Nominee for the purpose of determining whether a Trustee has been elected.

Jane E. Trust, Jeanne M. Kelly, Thomas C. Mandia, George P. Hoyt, Tara E. Gormel and Marc A. De Oliveira, the persons named as proxies on the proxy card accompanying this Proxy Statement, were selected by the Board to serve in such capacity or substituted by the persons selected by the Board.Messrs. Mandia, Hoyt and De Oliveira and Mses. Trust, Kelly and Gormel are officers of the Fund. Each executed and returned proxy will be voted in accordance with the directions indicated thereon or, if no direction is indicated, such proxy will be voted for the election as Trustees of the Fund, the Nominees listed in this Proxy Statement. Other proxies returned, including those that are unexecuted or are determined to be improperly completed, will not expected with respectbe voted and may be returned to the sender. Discretionary authority is provided in the proxy as to any matters not specifically referred to therein. The Board is not aware of any other matters which are likely to be voted on because brokersbrought before the Annual Meeting. However, if any such matters properly come before the Annual Meeting, the persons named in the proxy are required to receive instructions from the beneficial owners or persons entitledfully authorized to vote thereon in orderaccordance with their judgment and discretion.

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HOW TO SUBMIT A PROXY

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 14, 2021

The proxy statement and related materials are available at

https://www.proxy-direct.com/lmf-32020

Shareholders of record may submit proxies.a proxy in respect of their Shares by using any of the following methods:

By Telephone. Submit a proxy by calling the toll-free telephone number printed on the proxy card. The proxy card should be in hand when making the call. Easy-to-follow voice prompts allow the shareholder of record to authenticate his or her identity by entering the validation numbers printed on the enclosed proxy card, provide voting instructions for the Shares, and confirm that the instructions have been properly recorded.

Please notesee the instructions on the enclosed card for telephone touch-tone proxy submission. Shareholders will have an opportunity to review their voting instructions and to make any necessary changes before submitting their voting instructions and terminating their telephone call.

By Internet. Submit a proxy via the Internet by accessing the web address printed on the proxy card. The proxy card should be in hand when accessing the web page. Easy-to-follow on screen instructions allow the shareholder of record to authenticate his or her identity by entering validation numbers printed on the enclosed proxy card, provide voting instructions for the Shares, and confirm that eventhe instructions have been properly recorded.

Please see the instructions on the enclosed proxy card for Internet proxy submission. Shareholders will have the opportunity to review their voting instructions and to make any necessary changes before submitting their voting instructions.

By Mail. Shareholders of record may complete, sign, and date the proxy card and return it in the prepaid envelope provided.

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PROPOSAL 1

ELECTION OF FOUR CLASS II TRUSTEES

In accordance with the Declaration of Trust, the Trustees were divided into the following three classes (each a “Class”) prior to the initial public offering of the Shares: Class I, whose term will expire at the Fund’s 2023 annual meeting of shareholders; Class II, whose term will expire at the Annual Meeting; and Class III, whose term will expire at the Fund’s 2022 annual meeting of shareholders. At each annual meeting, successors to the Class of Trustees whose term expires at that annual meeting will be nominated for a three-year term.

The following table sets forth the Nominees who will stand for re-election at the Annual Meeting, the Class of Trustees to which they have been designated and the expiration of their terms if elected:

Under the Fund’s classified Board structure, ordinarily only the Trustee(s) in a single Class may be replaced in any one year, and it would require a minimum of two years to change a majority of the Board of the Fund under normal circumstances. This structure, which may be regarded as an “anti-takeover” measure, may make it more difficult for the Fund’s shareholders to change the majority of yourTrustees of the Fund approve Proposal 1 and/and, thus, promotes the continuity of management.

It is the intention of the persons designated as proxies in the proxy card to vote as directed; unless otherwise directed in a proxy, the persons designated as proxies intend to vote at the Annual Meeting for the election of Mr. Abeles and Mses. Dasher, DeFrantz, and Trust. The Nominees have agreed to serve if elected at the Annual Meeting. If any of the Nominees are unable or Proposal 2, it is possible that new management and subadvisory agreements for your Fundgood cause will not take effect. Thisserve, the persons named in the proxies will vote the proxies for such other person as the Board may recommend.

Information Regarding the Trustees and Nominees. Information about the Trustees and Nominees is becauseset forth below. The address of each Trustee and Nominee is c/o the completionFund at its principal business address (620 Eighth Avenue, 47^th Floor, New York, New York 10018). Of the individuals listed below, only Mr. Abeles, and Mses. Dasher, DeFrantz and Trust are nominees for election at the Annual Meeting. Ms. Trust is the President and Chief Executive Officer of the acquisition of Legg Mason by Franklin Templeton will not occur unless certain conditions are met. One 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 consent to the continuation of their advisory relationships after completionFund. No other Trustee serves as an officer 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 of your Fund do not approve Proposal 1 and/or Proposal 2. If this should happen, your Fund’s manager and subadviser(s) would continue to provide services with respect to your Fund for a period of up to 150 days pursuant toFund.

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interim management or subadvisory agreements. During the interim period

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7

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Additional Information Concerning the Board of your Fund will consider what additional actions to take, which could include continuing to solicit approval of new management or subadvisory agreements. Trustees

The Board is expected to approve interim managementbelieves that each Trustee’s and subadvisory agreements to provide for maximum flexibility for your Fund’s future.

AdjournmentsNominee’s experience, qualifications, attributes or skills on an individual basis and Postponements

In the absence of a quorum at the Meetingin combination with respect to one or more proposals, or (even if a quorum is present) if sufficient votes in favor of one or morethose of the proposals in the proxy statement are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting after the date set for the original Meeting, with no other notice than announcement at the Meeting, to permit further solicitation of proxies with respect to such proposal. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on a proposal, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal for a reasonable time. 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. Any adjournment(s) with respect to a proposal will require the affirmative vote of a plurality of the shares of the Fund entitled to vote thereon present in person or represented by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the proposal in question. They will vote against any such adjournment those proxies required to be voted against such proposal. Any proposals for which sufficient favorable votes have been received by the time of the Meeting may be acted upon and, if so, such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal. The Meeting for any Fund may be postponed priorTrustees lead to the Meeting. If we decideconclusion that the Board possesses the requisite skills and attributes. The Board believes that the Trustees’ and Nominees’ ability 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

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review critically, evaluate, question and discuss information provided to them, to interact effectively with the Securities and Exchange Commission via its EDGAR system. In the event of any inconsistency between this proxy statement andWestern Asset, the Fund’s governing documents or applicable law, the Fund’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 Fundsubadvisers, Western Asset Management Company Limited, Western Asset Management Company Pte. Ltd., and Western Asset Management Company LLC (“Western Asset”Ltd (together, the “Subadvisers”), the Fund’s investment adviser (a “New Management Agreement”).

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Introduction

Western Asset is a wholly-owned subsidiary of Legg Mason. Western Asset is referredother service providers, counsel and independent auditors, and 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 terminationexercise effective business judgment in the eventperformance of their duties, serves to support this conclusion. The Board also has considered the following experience, qualifications, attributes and/or skills, among others, of its “assignment”members and the Nominees in reaching its conclusion: his or her character and integrity; such person’s length of service as a Board member of the Fund; such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; and as to each Nominee other than Mr. Olson and Ms. Trust, his or her status as not being an “interested person” (as defined in the 1940 Act) of the Fund (an “Independent Trustee”). A saleIn addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee or Nominee:

Mr. Abeles, business, accounting and finance expertise and experience as a chief financial officer, board member and/or executive officer of various businesses and other organizations; Ms. Dasher, experience as a chief financial officer of a controlling blockprivate investment company; Ms. DeFrantz, business expertise and experience as a president, board member and/or executive officer of various businesses and non-profit and other organizations; Ms. Kerley, investment consulting experience and background and mutual fund board experience; Mr. Larson, portfolio management expertise and experience as a board member of various businesses and other organizations; Mr. Poladian, business, finance and accounting expertise and experience as a board member of various businesses and/or as a partner of a multi-national accounting firm; Mr. Siart, business and finance expertise and experience as a president, chairperson, chief executive officer and/or board member of various businesses and non-profit and other organizations; Ms. Studenmund, business and finance expertise and experience as a president, board member and/or chief operating officer of various businesses; Mr. Olson, business and legal expertise and experience as a partner of a law firm and/or board member of various businesses and non-profit and other organizations; Mr. Taylor, business and finance expertise and experience as a chief financial officer, president and/or board member of various businesses and non-profit organizations; and Ms. Trust, investment management and risk oversight experience as an investment adviser’s “voting securities” (as defined inexecutive and portfolio manager and leadership roles within Franklin Templeton and affiliated entities.

References to the 1940 Act) generally is deemed to result in an assignmentqualifications, attributes and skills 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 FundTrustees 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 FundNominees above are 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 payable to the Manager as investment adviser to your Fund are set forth inAppendix D of this Joint Proxy Statement. Aggregate management fees paid to the Manager by your Fund during the last fiscal year are set forth inAppendix G of this Joint Proxy Statement. The date the Board last approved the continuation of the Current Management Agreement is set forth inAppendix D of 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

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“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 subsidiaries 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.

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 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, 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

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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. 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 toAppendixJ-1 for a more detailed comparison of the terms of the New Management Agreement and their Fund’s Current Management Agreement, andAppendixJ-2 for a copy of the form of New Management Agreement.

As noted above, the current agreements are titled “investment management agreements” but are referred to herein for convenience as “management agreements.” The terms of your Fund’s new agreement are identical to the terms of your Fund’s current agreement, except for the dates of execution, effectiveness and termination.

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

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schedule payable by your Fund under both the Current Management Agreement and the New Management Agreement is set forth inAppendix D.

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 regulationsrequirements 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(the “SEC”), do not constitute holding out of the Current Management AgreementBoard or any Trustee or Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

The Board is responsible for overseeing the management and operations of the Fund. Ms. Trust and Mr. Olson are interested persons of the Fund. Mr. Siart serves as Chairperson of the Board. Mr. Siart is an Independent Trustee. Independent Trustees constitute more than 75% of the Board. As described further below, the Board has four standing committees: the Audit Committee, the Executive and Contracts Committee (the “Contracts Committee”), the Governance and Nominating Committee (the “Governance Committee”) 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 policiesInvestment 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 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.Performance Committee (the “Performance Committee”). Each of the Current Management AgreementAudit, Governance, Contracts and Performance Committees is chaired by an Independent Trustee and each (other than the New Management Agreement statesPerformance Committee) is composed entirely of Independent Trustees. Where deemed appropriate, the Board constitutes ad hoc committees.

The Board has determined that except toits leadership structure is appropriate given the extent it may be permitted to pay higher brokerage commissions for brokeragebusiness and research services as described above, the Fund’s Manager shall seek to obtain the most favorable price and execution available. In doing so, the Manager may consider all factors it deems relevant.

Eachnature of the Current Management Agreement andFund. In connection with its determination, the New Management Agreement providesBoard considered that the Manager will perform other functions of investment management and supervision, in each case subject to the discretionChairperson of the Fund’s Board.

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 be agreed by the parties.Board is an

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Under eachIndependent Trustee. The Chairperson of the Current Management AgreementBoard can play an important role in setting the agenda of the Board and also serves as a key point person for dealings between management and the New Management Agreement,other Independent Trustees. The Independent Trustees believe that the ManagerChairperson’s independence facilitates meaningful dialogue between Fund management and the Independent Trustees. The Board also considered that the chairperson of each Board committee is also required to supply the Fund’s Board and officersan Independent Trustee, which yields similar benefits with all information and reports reasonably requested by them and reasonably availablerespect to the Manager.

Payment of Expenses. Eachfunctions and activities of the Current Management Agreementvarious Board committees (e.g., each committee’s chairperson works with the Investment Adviser, the Subadvisers and other service providers to set agendas for the New Management Agreement states that, except as specifically indicated therein, the Manager is not responsible for anymeetings of the Fund’s ordinary or extraordinary expenses. The Manager is required to bear all expenses,applicable Board committees). Through the committees, the Independent Trustees consider and furnish all necessary services, facilities and personnel, in connection with its responsibilities to provideaddress important matters involving the Fund, with investment advisory and administrative services thereunder.

Investment Subadvisers. Each of the Current Management Agreement and the New Management Agreement authorizes the Managerincluding those presenting conflicts or the Fund to enter into contracts with investment subadvisers.

Potential Conflicts of Interest. Each Fund and its Manager have adopted policies and procedures to address certain potential conflicts of interest for management. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. The Board has determined that may ariseits committees help ensure that the Fund has effective and independent governance and oversight. The Board also believes that its leadership structure, in a typical investment advisory relationship. If transactionswhich the Chair of a Fundthe Board is not affiliated with Legg Mason or Franklin Templeton, is appropriate. The Board also believes that its leadership structure facilitates the orderly 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 presentedefficient flow of information to the Independent Trustees from management, including the Investment Adviser and the Subadvisers. The Board reviews its structure on an annual basis.

As an integral part of its responsibility for oversight of the Fund in the interests of shareholders, the Board oversees risk management of the Fund’s investment programs and business affairs. The function of the Board with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Fund. The Board has emphasized to the Investment Adviser and the Subadvisers the importance of maintaining vigorous risk management. The Board exercises oversight of the risk management process primarily through the Performance Committee, the Audit Committee and the Contracts Committee, and through oversight by the Board itself.

The Fund faces a number of risks, such as investment risk, counterparty risk, valuation risk, reputational 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 Fund. Under the overall supervision of the Board or the applicable Committee, the Fund, the Investment Adviser, the Subadvisers, the affiliates of the Investment Adviser or the Subadvisers, and other 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 Fund’s and Western Asset’s chief compliance officer and Western Asset’s chief risk officer, as well as various personnel of the Investment Adviser, the Subadvisers and other service providers such as the Fund’s independent accountants, also make periodic reports to the Audit Committee, Contracts Committee, Performance Committee and/or to the Board from time to time. Eachtime with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto. These reports and other similar reports received by the Trustees as to risk management matters are typically summaries of the Current Management Agreementrelevant information. The Board recognizes that not all risks that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals, and the New Management Agreement specifically provides that the Manager may engage in any other business or render services of any kind.

Limitation on Liability. Under each of the Current Management Agreementprocesses, procedures 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.

Term and Continuance.If approved by shareholders priorcontrols employed 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.

Termination.Each of the Current Management Agreement and the New Management Agreementaddress certain risks may be terminated at any time, without the payment of any penalty, by the Fund or the Manager, upon written notice as providedlimited in the Agreement. Each Management Agreement will terminate automatically in the event oftheir effectiveness.

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its “assignment” (as defined in the 1940 Act)Audit Committee. Each of the Current Management Agreement and New Management Agreement also limit the ongoing use of the name of the Manager following termination.

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 is expected to approve the Interim Management Agreement to allow the Fund’s Manager to continue providing services to the Fund while shareholder approvalhas established an Audit Committee composed solely 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.

Board Evaluation

Preliminary Note: As of the date of filing of this preliminary proxy statement, the Boards have not approved or disapproved any of the agreements referred to in this preliminary proxy statement. The disclosure below is provided in preliminary draft form to facilitate review by the Staff of the Securities and Exchange Commission, and will be superseded by definitive proxy materials to be filed at a later date.

At meetings to be held on May 14, 2020, the Board of each Fund, including a majority of the Board MembersTrustees who are not “interested persons” of the Funds or the Manager as defined in the 1940 Act (the “Independent Board Members”), will

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consider the New Management Agreement between the Fund and its Manager and each New Subadvisory Agreement between the Fund’s Manager and its Subadvisers relating to the Fund.¹ (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 meetings, which are expected to include meetings of each full Board and separate meetings of the Independent Board Members of each Board, the Board of each Fund will consider, among other things: whether it would be in the best interests of the Fund and its respective shareholders to approve the New Agreements, and the anticipated impacts of the Transaction on the Fund and its shareholders. To assist the Boards in their consideration of the New Agreements, Franklin Templeton has provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization, and Franklin Templeton and Legg Mason have provided materials and information about the proposed Transaction between Legg Mason and Franklin Templeton.

Before and during each of these meetings, the Boards have sought and will seek additional information as they deemed necessary and appropriate. In this connection, 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 have sought information relevant to the Boards’ consideration of the New Agreements 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.

At each Board’s May 14, 2020 meeting, representatives of Legg Mason (including representatives of Western Asset) and Franklin Templeton are expected to make presentations to, and respond to questions from, the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members will meet in executive session with their counsel to consider the New Agreements.

¹ The meeting at which the New Agreements will be considered will be held telephonically in reliance on an exemptive order issued by the Securities and Exchange Commission on March 13, 2020. Reliance on the exemptive order is necessary and appropriate due to circumstances related to current or potential effects ofCOVID-19. All Board Members participating in the telephonic meeting will be 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 next in-person meeting.

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Each Board’s evaluation of the New Agreements is expected to reflect 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 and at other Board meetings throughout the prior year.

Among other things, the Board Members are expected to consider:

(i) the reputation, experience, financial strength and resources of Franklin Templeton and its investment advisory subsidiaries;

(ii) that Franklin Templeton has 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 have 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 has 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 have informed the Boards regarding transition plans, including Legg Mason’s provision of retention incentives for certain Legg Mason corporate personnel until the transaction closes, and Franklin Templeton’s provision of long-term retention mechanisms for certain personnel following the closing;

(v) that there are not expected to be any changes to each Fund’s custodian or other service providers as a result of the Transaction;

(vi) that Franklin Templeton has informed the Boards that it has no present intention to alter currently effective expense waivers and reimbursements, and, while it reserves the right to do so in the future, it would consult with the applicable Boards before making any future changes;

(vii) 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;

(viii) 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;

(ix) that Franklin Templeton and Legg Mason will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered;

(x) the fact that each Fund’s contractual management and administrative fee rates will remain the same and will not increase by virtue of the New Agreements;

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(xi) 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;

(xii) 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;

(xiii) 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, and that within the past year the Board of each Fund had performed a full review of and approved the Current Agreements as required by the 1940 Act and had determined in the exercise of the Board Members’ business judgment that each applicable Adviser had the capabilities, resources and personnel necessary to provide the services provided to each Fund, and that the management and subadvisory fees paid by or in respect of the Fund, taking into account any applicable agreed-upon fee reductions and breakpoints, represented reasonable compensation to the applicable Adviser in light of the services provided, the costs to the Adviser of providing those services, the fees and other expenses paid by similar funds, and such other matters as the Board Members considered relevant in the exercise of their business judgment, and represented an appropriate sharing between Fund shareholders and the Advisers of any economies of scale in the management of the Fund at current and anticipated asset levels (the date of each Board’s most recent full annual review of the Current Agreements is noted in Appendix D(Current Management Agreements) and Appendix E(Current Subadvisory Agreements));

(xiv) that the Current Agreements were considered and approved as recently as November 2019;

(xv) 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

(xvi) that under the Transaction Agreement Franklin Templeton 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 represented to the Board Members that it would conduct its business such that (a) for a period of not less than three years after the closing of the Transaction no more than 25% of the members of the Board of any Fund shall be “interested persons” (as defined in the 1940 Act) of any investment adviserthe Fund, the Investment Adviser or the Subadvisers, consisting of Messrs. Abeles (Chairperson), Larson, Poladian, Siart and Taylor and Mses. Dasher, DeFrantz, Kerley and Studenmund. Each member of the Audit Committee is “independent,” as independence for audit committee members is defined in the currently applicable listing standards of the New York Stock Exchange, on which the Shares of the Fund are listed and traded. The Audit Committee provides oversight with respect to the accounting and financial reporting policies and procedures of the 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 the Fund as a result of the

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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 are expected to consider 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 the Board Members did not identify any particular information that wasall-important or controlling, and each Board Member may have attributed different weights to the various factors. The Board Members are expected to evaluate all information available to them on aFund-by-Fund basis with respect to their consideration of the Current Agreements, and their determinations will be made separately in respect of each Fund.

The information provided and presentations made to each Board are expected to encompass each Fund and all other Funds for which the Board has responsibility. 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 are expected to consider the New Management Agreement and the New Subadvisory Agreement(s) separately in the course of their review. In doing so, they are expected to consider the respective roles and compensation of the Manager and the Subadviser(s) in providing services to the Fund.

The Independent Board Members will have been advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members of each Fund will receive 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 are expected to review 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 will be present.

Nature, extent and quality of the services under the New Agreements

The Board of each Fund will receive and consider 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 are expected to consider, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of

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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) is expected to take into account the Board Members’ knowledge gained as Board Members of other Funds in the Legg Mason fund complex, 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 is expected to consider the scope of services provided by the Manager and the Subadviser(s), and of 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, and whether those services 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 is expected to take that information into account in its evaluation of the New Agreements. The Board also is expected to consider the risks associated with the Fund borne by the Advisers and their 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 is expected to consider information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition.

The Board is also expected to review 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 is also expected to consider the 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 is also expected to consider 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 is also expected to consider 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.

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The Board will receive performance information for the Fund, as well as for a group of funds (the “Performance Universe”). The Board will be provided with a description of the methodology used to determine the similarity of the Fund with the funds included in the Performance Universe. In previous reviews, while the Board Members have found the data generally useful the Board Members recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending onconsiders the selection of the peer group and its composition over time. The Board is likewise expected to assess the usefulness and limitations of the performance data in this review. 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. The Board is expected to take the information received throughout the year into account. In addition, the Board is expected to consider the Fund’s performance in light of overall financial market conditions. Where the Fund’s relative underperformance to its peers was significant during one or more specified periods, the Board is expected to consider the explanations from the Advisers concerning the Fund’s relative performance versus the peer group for the various periods.

Based on their review of the materials provided and the assurances they will have received from Franklin Templeton and Legg Mason, the Board Members are expected to determine whether the Transaction is expected to affect adversely the nature, extent and quality of services provided by each Adviser and whether the Transaction is expected to have a material adverse effect on the ability of the Advisers to provide those services, and the Board of each Fund is expected to consider whether, overall, the nature, extent and quality of services expected to be provided, including performance, under the New Agreements for the Fund are sufficient for approval.

Management fees and expense ratios

The Board is expected to consider that it had reviewed each Fund’s management fee and total expense ratio at the 2019 contract renewal meeting. The Board is expected to consider that the New Management Agreement does not change any Fund’s 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 will review and consider the contractual management fee and the actual management fees paid by the Fund to the Manager in light of the nature, extent and quality of the management and subadvisory services to be provided by the Manager and the Subadviser(s). The Board is expected to consider that the compensation paid to the Subadviser(s) is the responsibility and expense of the Manager, not the Fund. In addition, the Board will receive and consider information comparing the contractual management fee and the actual management feeindependent registered public accounting firm for the Fund and the scope of the audit and approves services proposed to be performed by the independent registered public accounting firm on behalf of the Fund and, under certain circumstances, the Investment Adviser, the Subadvisers and certain of their affiliates. The Trustees have adopted a written charter for the Audit Committee, a copy of which is available on the Fund’s total actual expenseswebsite at www.lmcef.com and click on the name of the Fund.

The Audit Committee of the Fund has submitted the following report:

The Audit Committee has reviewed and discussed with management of the Fund the audited financial statements for the Fund’s last fiscal year. The Audit Committee has discussed with the Fund’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301 (“SAS No. 1301”). SAS No. 1301 requires the independent registered public accounting firm to communicate to the Audit Committee matters including, if applicable: (1) methods used to account for significant unusual transactions; (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the independent registered public accounting firm’s conclusions regarding the reasonableness of those estimates; and (4) disagreements with management over the application of fundsaccounting principles and certain other matters. The Audit Committee has received the written disclosures and the letter from the Fund’s independent registered public accounting firm required by Public Company Accounting Oversight Board Rule 3526 (requiring the independent registered public accounting firm to make written disclosures to and discuss with the Audit Committee various matters relating to the independent registered public accounting firm’s independence), and has discussed with such independent registered public accounting firm the independence of such independent registered public accounting firm. Based on the foregoing review and discussions, the Audit Committee recommended to the Trustees the inclusion of the Fund’s audited financial statements for the last fiscal year in both the relevant expense groupFund’s annual report to shareholders.

Robert Abeles, Jr. (Chairperson)

Jane F. Dasher

Anita L. DeFrantz

Susan B. Kerley

Michael Larson

Avedick B. Poladian

William E.B. Siart

Jaynie Miller Studenmund

Peter J. Taylor

Governance and Nominating Committee. The Board has established a broader groupGovernance Committee composed solely of funds. In previous reviews, whileTrustees who are not “interested persons” (as defined in the Board Members have found1940 Act) of the data generally usefulFund, the Board Members recognized itsInvestment

1812

limitations, including thatAdviser or the data may vary dependingSubadvisers, consisting of Messrs. Abeles, Larson, Poladian, Siart and Taylor and Mses. Dasher, DeFrantz (Chairperson), Kerley and Studenmund. The Governance Committee meets to select nominees for election as Trustees of the Fund and consider other matters of Board policy. The Trustees have adopted a written charter for the Governance Committee, a copy of which is available on the selectionFund’s website at www.lmcef.com and click on the name of the peer group. Fund.

The Governance Committee may take into account a wide variety of factors in considering Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board, is likewise(ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) an assessment of the candidate’s ability, judgment and expertise and (vi) overall diversity of the Board’s composition.

The Governance Committee requires that Trustee candidates have a college degree or equivalent business experience. Further, as required by the Bylaws, to qualify as a nominee for election as a Trustee and to be elected as a Trustee, an individual, at the time of nomination and election (unless a majority of the Board then in office have determined by resolution that failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Trustee or the free flow of information among Trustees or between the Fund’s investment adviser and any sub-adviser on the one hand and the Board on the other hand) must: (a) have at least five years’ experience in either investment management, economics, public accounting, business or law, or other relevant substantive expertise, experience or relationships (as determined by the Governance Committee or the Board); (b) at nomination or election, serve as a director of no more than five (5) companies having securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”) or 1940 Act or treated as public reporting companies under any comparable regulatory regime; (c) not have been charged (unless such charges were dismissed or the individual was otherwise exonerated) with a criminal offense involving dishonesty or breach of trust, or have been convicted or have pled guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof; (d) not be and shall not have been subject to any censure, order, consent decree or adverse final action of any federal, state or foreign governmental or regulatory authority barring or suspending such individual from participation in or association with any investment-related business or restricting such individual’s activities with respect to any investment-related business, nor shall be subject to any “proceeding,” that could reasonably be expected to assessresult in the usefulnessnominee or Trustee being so barred, suspended or restricted; and limitations(e) not be and must not have been the subject of any of the fee and expense dataineligibility provisions contained in this review. Sections 9(a) or (b) of the 1940 Act.

The Governance Committee of the Board, or in the absence thereof, the entire Board, in its sole discretion, determines whether an individual satisfies the foregoing qualifications. Any individual who does not satisfy the foregoing qualifications will also considernot be eligible for nomination or election as a Trustee.

Although the Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying Trustee nominees, as a matter of practice the Governance Committee typically considers the overall management fee, the fees of each Subadviser [and the portiondiversity of the management fee retained byBoard’s composition when identifying nominees. Specifically, the Manager after paymentGovernance Committee considers the diversity of skill sets desired among the subadvisory fees] in each caseBoard members in light of the services renderedFund’s characteristics and circumstances and how those skill sets might complement each other. The Governance Committee also takes into account the personal background of current and prospective Board members in considering the composition of the Board. In addition, as part of its annual self-evaluation, the Trustees have an

13

opportunity to consider the diversity of the Board, both in terms of skill sets and personal background, and any observations made by the Board during the self-evaluation inform the Governance Committee in its decision making process.

The Governance Committee may consider candidates for those amounts.Trustee recommended by the Fund’s current Trustees, officers, Investment Adviser, Subadvisers, shareholders or any other source deemed to be appropriate by the Governance Committee. Candidates properly submitted by shareholders (as described below and in the Bylaws) will be considered and evaluated on the same basis as candidates recommended by other sources.

The policy of the Governance Committee is to consider nominees recommended by shareholders to serve as Trustee, provided that any such recommendation is submitted in writing to the Secretary, at the address of the principal executive offices of the Fund, not earlier than the 150th day nor later than 5:00 p.m. Eastern Time on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting containing the information about such nominee required by the Fund’s procedures for shareholders to submit nominee candidates, which are found in the Bylaws. The Governance Committee has full discretion to reject nominees recommended by shareholders, and there is no assurance that any such person so recommended and considered by the Governance Committee will be nominated for election to the Fund’s Board.

Executive and Contracts Committee. The Board also will receive an analysishas established a Contracts Committee consisting of Legg Mason complex-wide management fees for FundsMessrs. Abeles, Larson, Poladian, Siart, Taylor and Mses. Dasher, DeFrantz, Kerley and Studenmund. The Contracts Committee may meet from time to time between Board meetings in order to consider appropriate matters and to review the various contractual arrangements between the Fund and its affiliated persons.

Investment and Performance Committee. The Board has established a Performance Committee consisting of Messrs. Abeles, Larson, Poladian, Olson, Siart and Taylor and Mses. Dasher, DeFrantz, Kerley, Studenmund and Trust. The Performance Committee is charged with, a similar strategy provided by the Manager, which, among other things, will set out a framework of fees based on asset classes.reviewing investment performance.

The Board of each Fund will review information regarding fees charged byMeetings. During 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 will review withfiscal year ended November 30, 2020, the Board held ten meetings, the differences in services provided to these different types of accounts, including thatAudit Committee held six meetings, the Fund is provided with certain administrative services, office facilities, and Fund officers (includingGovernance Committee held four meetings, 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 is expected to consider the fee comparisons in light of the differences in management of these different types of accountsPerformance Committee held five meetings, 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 are expected to consider, among other things, whether management fees or other expenses will 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 of each Fund are expected to consider that the Transaction will not increase the total fees payable by the Fund for management services.

Taking all of the above into consideration, as well as the factors identified below, the Board of each Fund is expected to determine whether the management fee and the subadvisory fees for the Fund are 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 will receive and consider an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board will also receive profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board will receive information with respect to the Manager’s allocation methodologies used in preparing this profitability data. The allocation methodologies have been previously reviewed by an outside consultant. The Board is expected to consider the profitability of the Manager and its affiliates in light of the nature, extent and quality of the services provided to the Fund.

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The Board of each Fund will receive and consider 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, and that after taking those reductions, breakpoints and expense limitations into account, the Board Members of the respective Funds had determined that the total fees for management and, as applicable, administrative services for many Funds were reasonable in light of the services provided, and that any economies of scale were being shared appropriately. The Boards are expected to consider that they will have the opportunity to periodicallyre-examine whether any economies of scale are being shared appropriately.

The Board Members are expected to consider that Franklin Templeton and Legg Mason expect 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. The Board Members are expected to consider these and other factors that could also affect profitability and potential economies of scale, and how the Transaction could affect the Advisers’ profitability from their relationship with the Funds or any possible future economies of scale. The Board Members are expected to consider whether future profitability and future economies of scale reasonably can be estimated at this time, and that they will have the opportunity to periodicallyre-examine such profitability and any economies of scale.

Other benefits to the Advisers

The Board of each Fund is expected to consider 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 is expected to consider whether the ancillary benefits that the Manager, the Subadviser(s) and their affiliates receive are reasonable. In evaluating thefall-out benefits to be received by the Advisers under the New Agreements, the Board Members are expected to consider whether the Transaction will have an impact on thefall-out benefits received by virtue of the Current Agreements.

The Board of each Fund is expected to consider that Franklin Templeton may derive reputational and other benefits from its ability to use the Legg Mason name in connection with operating and marketing the Funds. The Board of each Fund is expected to consider that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities.

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Conclusion

[To be completed following conclusion of Board deliberations.]

Section 15(f) of the 1940 Act

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 asContracts Committee held two conditions are met. First, during the three-year period immediately following the sale of such interest,meetings. Each Trustee attended at least 75% of the investment company’s boardtotal number of directors/trustees must not be “interested persons”meetings of the investment adviser (or predecessor investment adviser, if applicable) withinBoard and the meaningCommittees of the 1940 Act. Second, thereBoard on which he or she served. The Trustees did not attend the Fund’s annual shareholder meeting in April 2020.

Shareholder Communications. The Board provides a process for shareholders to send communications to the Board. Shareholders may not be imposed an “unfair burden” onmail written communications to the investment company as a resultattention 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 behalfBoard, care 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 fromFund’s Secretary, at 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

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

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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.

Affiliated Service Providers

Fund’s administrator, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is a registered investment adviser and is a wholly owned subsidiary of Legg Mason. LMPFA, with offices at, 620 Eighth Avenue, 47th Floor, New York, New York 10018, provides administrative services to10018. The written communication must include the Funds. LMPFA will 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 F show amounts paid to affiliates of the Manager and the Subadvisers during the Funds’ most recently completed fiscal year. There were no other material paymentsshareholder’s name, be signed 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.

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 AppendixG-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 is an employee of the Manager and/or a Subadviser as set forth inAppendixG-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.

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 Hlists 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.

Required Vote

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”): Western Asset Management Company Limited (Proposal2-A), Western Asset Management Company Ltd (Proposal2-B), and Western Asset Management Company Pte. Ltd. (Proposal2-C). You are entitled to vote on a New Subadvisory Agreement with each Subadviser of your Fund. Please also see the chart above in “Summary of Proposals.”

Introduction

Each Subadviser is a wholly-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 E.

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,

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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 shouldshareholder, refer toAppendixK-1 for a more detailed comparison of the terms of the New Subadvisory Agreement and their Fund’s Current Subadvisory Agreement(s), andAppendixK-2 for a copy of the form of New Subadvisory Agreement.

As noted above, the current agreements are titled “investment management agreements” but are referred to herein for convenience as “subadvisory agreements.” The terms of your Fund’s new agreement(s) are identical to the terms of your Fund’s current agreement(s), except for the dates of execution, effectiveness and termination.

Comparison of New Subadvisory Agreement with Current 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 E.

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.” Each of the

24

Current Subadvisory Agreement and the New Subadvisory Agreement states that, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described above, the Fund’s Subadviser shall seek to obtain the most favorable price and execution available. In making such determination the Subadviser shall consider all factors it deems relevant.

Each of the Current Subadvisory Agreement and the New Subadvisory Agreement further provides that the Subadviser 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. 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.

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.

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

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Agreement, as required by the 1940 Act. The 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.

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). Each of the Current Subadvisory Agreement and New Subadvisory Agreement also limit the ongoing use of the name of the Subadviser following termination.

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 is expected to approve the Interim Subadvisory Agreement to allow the Fund’s Subadviser to continue providing services to the 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 include the Subadviser will be paid the lessernumber 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 selectedShares held by the Manager and the Board, subject to shareholder approval, or make other appropriate arrangements.

Board Evaluation

At the meetings held on May 14, 2020, at which the Board of your Fund will consider approval of your Fund’s New Management Agreement, the Board of your

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Fund, including the Independent Board Members, also will consider approving 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.

Required Vote

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.

ADDITIONAL INFORMATION

5% Share Ownership

As of May 8, 2020, the persons listed in Appendix J owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix J.

Security Ownership of Management

As of May 8, 2020, the Board Members and officers of each Fund owned, in the aggregate, less than 1% of each Fund’s outstanding shares.

Delinquent Section 16(a) Reports

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act, subject to the rules thereunder and applicable guidance from the SEC and its staff, require Board Members and officers, the investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of a registeredclosed-end investment company’s equity securities to, in respect of such person’s transactions in any securities of such company (other than short-term paper), file forms reporting their affiliation with thatclosed-end investment company and reports of ownership and changes in ownership of thatclosed-end investment company’s shares with the SEC.

Based on a review of these forms filed with the SEC for each Fund, each Fund believes that its Section 16(a) reporting persons have complied with all applicable Section 16(a) filing requirements during its last fiscal year.

To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of the Fund’s equity securities, except as set forth inAppendix I.

Submission of Shareholder Proposals

All proposals by shareholders that are intended to be presented at a Fund’s next annual meeting of shareholders must be received by the Fund for inclusion in the

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Fund’s proxy statement and proxy relating to that meeting not later than the date specified inAppendix C. Any shareholder who desires to bring a proposal at a Fund’s next annual meeting of shareholders without including such proposal in the Fund’s proxy statement must deliver written notice thereof to the Secretary of the Fund (addressed to c/o Legg Mason Investor Services, 100 International Drive, 4th Floor, Baltimore, MD 21202) during the period specified inAppendix C. Shareholder proposals are subject to certain regulations under the federal securities laws.

The Audit Committee of each Fund has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO may submit complaints directly to the Fund’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.

The CCO may be contacted at compliance-fundscco@leggmason.com or at:

Legg Mason & Co., LLC

Compliance Department

100 International Drive, 4th Floor

Baltimore, MD 21202

Complaints may also be submitted by telephoneat 1-800-742-5274. Complaints submitted through this number will be received by the CCO.

Each Fund’s Audit Committee Chair may be contacted at:

Audit Committee Chair

c/o Legg Mason & Co., LLC

Compliance Department

100 International Drive, 4th Floor

Baltimore, MD 21202

A shareholder who wishes to send any other communications to the Board should also deliver such communications to the Secretary of the Fund at 100 International Drive, 4th Floor, Baltimore, MD 21202.recent date. The Secretary is responsible for determining, in consultation with other officers of the Fund, counsel, and other advisers as appropriate, which shareholder communications will be relayed to the Board.

ExpenseTrustee and Nominee Holdings. The following table states the dollar range of Proxy Solicitation

The costequity securities beneficially owned as of preparing, printingDecember 31, 2020 by each Trustee and mailingNominee in the enclosed proxy, accompanying noticeFund and, the Joint Proxy Statement and all other costson an aggregate basis, in connection with the solicitation of proxies will notany registered investment companies overseen or to be borneoverseen by the FundsTrustee or Nominee in the same “family of investment companies.” As of December 31, 2020, all Trustees and 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 the Manager, 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 forFund as a group beneficially owned less than 1% of the outstanding Shares of the Fund on such date.

2814

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 Innisfree M&A Incorporated, a proxy solicitation firm, to assist in the solicitation of proxies. Proxy solicitation costs and postage and printing costs associated with this Joint Proxy Statement, are estimated at approximately $900,000, plus reimbursements of out-of-pocket expenses.

Fiscal Year

The fiscal year end of each Fund is as set forth in Appendix A.

General

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the 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 a Fund decides to hold a Meeting 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 vote by telephone or over the Internet.

Robert I. Frenkel

Secretary

[date]

29

Appendix A

Fiscal Year Ends

A-1

Appendix B

Fund Information

The following table lists, with respect to each Fund, the total number of shares outstanding and the net assetsTrustee Compensation. Trustees of the Fund on May 22,who are not Independent Trustees receive no salary or fees from the Fund. For serving as a Trustee of the Fund, each Independent Trustee receives an annual retainer plus fees for attending each regularly scheduled meeting and special Board meeting they attend in person or by telephone. Each Independent Trustee is also reimbursed for all out-of-pocket expenses relating to attendance of such meetings. Those Independent Trustees who serve in leadership positions of the Board or Board committees receive additional compensation. Accordingly, the Chairperson of the Board, Audit Committee, Governance Committee, Performance Committee and Contracts Committee receives additional compensation from the Fund for serving in such capacity. The Fund pays its pro rata share of the fees and expenses of the Trustees paid by its Fund Complex based upon asset size.

15

The Trustees and Nominees received the compensation set forth in the following table for serving as Trustees of the Fund and other funds in the same “Fund Complex” during the time periods indicated below.

During the fiscal year ended November 30, 2020, the record dateFund paid no remuneration to its officers, all of whom were also officers or employees of the Investment Adviser or one of its affiliates, although they may be reimbursed for voting atreasonable out-of-pocket travel expenses for attending Board meetings.

The Trustees unanimously recommend that shareholders vote to elect Mr. Abeles, and Mses. Dasher, DeFrantz, and Trust to the Meeting. Additionally,Board of Trustees as Class II Trustees.

INFORMATION CONCERNING THE INVESTMENT

MANAGERS AND THE FUND’S OFFICERS

The Investment Adviser and Subadvisers are indirect, wholly owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”), a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. Franklin Resources acquired Legg Mason, Inc. in an all-cash transaction on July 31, 2020. As a result of the transaction, Western Asset and its affiliates became indirect, wholly-owned subsidiaries of Franklin Resources. The addresses of the Subadvisers are as follows: Western Asset Management Company Pte. Ltd. in Singapore, Reg. No. 200007692R, 1 George Street #23-01, Singapore 049145, Western Asset Management Company Limited in London, 10 Exchange Square, Primrose Street, London, England EC2A 2EC and Western Asset Management Company Ltd in Japan, 36F Shin-Marunouchi Building, 5-1 Marunouchi 1-Chome Chiyoda-Ku, Tokyo 100-6536, Japan. The address of Franklin Resources is One Franklin Parkway, San Mateo, California 94403. Western Asset’s address is 385 East Colorado Boulevard, Pasadena, California

16

91101. An affiliate of the Investment Adviser and Subadvisers, LMPFA, 620 Eighth Avenue, New York, NY 10018, serves as the Fund’s administrator. LMPFA is also an indirect, wholly owned subsidiary of Franklin Resources.

Information regarding the executive officers of the Fund, including their years of birth, and their ownership of Shares of the Fund, is set forth below, except that information regarding Ms. Trust, a Trustee, Nominee and the President and Chief Executive Officer of the Fund, is provided in the table listsabove with the quorum requirements forNominees and Trustees. Unless otherwise noted, the address of each Fund. The table also indicates, under “Manner of Voting,” whether a shareholder of aofficer is c/o the Fund is entitled to one vote for each share of that Fund held on the record date or, for preferred shares, on the basis of liquidation preference.at 620 Eighth Avenue, New York, NY 10018.

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Appendix C

Submission of Shareholder ProposalsSHAREHOLDER PROPOSALS FOR 2022 ANNUAL MEETING

It is currently anticipated that the Fund’s next annual meeting of shareholders will be held within 30 days of the anniversary of the annual meeting.Annual Meeting. Proposals that shareholders wish to present to the 20212022 annual meeting of shareholders and to have included in the Fund’s proxy materials relating to such meeting pursuant toRule 14a-8 under under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), must be delivered to the Secretary of the Fund not less than 120 days prior to [                        ]April 6, 2022 (i.e., on or before [                        ])December 7, 2021).

Shareholders who wish to propose one or more nominees for election as Trustees, or to make another proposal, at the 20212022 annual meeting of shareholders must provide written notice to the Fund (including all required information) so that such notice is received in good order by the Fund not lessearlier than 45 days,the 150th day nor morelater than 60 days,5:00 p.m., Eastern Time, on the 120th day prior to [                        ]April 6, 2022 (i.e., no earlier than [                        ]November 7, 2021 and no later than [                        ])5:00 p.m., Eastern Time, on December 7, 2021).

The proper submission of a shareholder proposal does not guarantee that it will be included in the Fund’s proxy materials or presented at a shareholder meeting. Shareholder proposals are subject to the requirements of applicable law and the Fund’s Declaration of Trust and Bylaws.

C-118

Appendix DSHARE OWNERSHIP INFORMATION

Management Agreements

Dates, ApprovalsAs of the Record Date, all Trustees, Nominees and Fees

¹ Approved by sole initial shareholder prior to public offeringofficers of the Fund as a group beneficially owned less than 1% of the outstanding Shares of the Fund.

² “Average weekly assets” means the average weekly value As of the total assetsRecord Date, Cede & Co., as nominee for participants in The Depository Trust Company, held of record 61,181,804 Shares (representing approximately 99.99% of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage)outstanding Shares).

³ Date management agreement for the Fund was last approved by shareholders.

D-1

Appendix E

Subadvisory Agreements

Dates, Approvals and Fees

¹ 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 Rule 2a-6 under the 1940 Act.

² Date subadvisory agreement for the Fund was last approved by shareholders.

E-1

Appendix F

Fees Paid to Manager and Affiliates

The following table indicates amounts paid by each Fund to its Manager or an affiliate Cede & Co.’s address is 55 Water Street, 25th Floor, New York, New York 10041-0001. As of the Manager duringRecord Date, the Fund’s last fiscal year. No Fund paid commissions to an affiliated broker forpersons shown in the Fund’s most recently completed fiscal year