CLEARBRIDGE ALL CAP VALUE PORTFOLIOS

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1 1Q 2018 Separately Managed Accounts Product Commentary CLEARBRIDGE ALL CAP VALUE PORTFOLIOS Albert Grosman and Sam Peters, CFA Portfolio Managers All Cap Value Portfolios Annualized returns net and gross of fees - PRELIMINARY (%) as of March 31, mo QTR YTD 1-yr 3-yr 5-yr 7-yr 10-yr Net of fees "Pure" gross of fees Russell 3000 Value Index The strategy returns are preliminary composite returns, subject to future revision (downward or upward). Please visit for the latest performance figures. YTD numbers are not annualized. Monthly, quarterly and YTD numbers are not annualized. Past performance is no guarantee of future results. Please see the GIPS endnotes for important additional information regarding the portfolio performance and for effects of fees. Management and performance of individual accounts may vary for reasons that include the existence of different implementation practices and model requirements in different investment programs. Fees: Gross performance shown does not reflect the deduction of investment management fees and certain transaction costs, which will reduce portfolio performance. Net performance includes the deduction of a 3.0% annual wrap fee, which is the maximum anticipated wrap fee for equity and balanced portfolios. Actual fees may vary. For fee schedules, contact your financial professional, or if you enter into an agreement directly with LMPPG, refer to LMPPG's Form ADV disclosure document. Returns reflect the reinvestment of dividends and other earnings. Investors cannot invest directly in an index, and unmanaged index returns do not reflect any fees, expenses or sales charges. Key Takeaways Capital spending plans have dramatically increased, as enough confidence returned to businesses to make real investments in the future. A higher-rate environment should restore some market diversity as price momentum starts to give some ground to value as a driver of equities. The dynamics of indexing and momentum are generating some very attractive price-to-value gaps. Market review In the first quarter, U.S. stocks and valuation multiples started to wobble. The S&P 500 Index fell 0.76%, and its forward price-earnings multiple declined over two multiple points during the quarter to approximately 16x forward earnings. What is the reason for this? The decline in multiple was driven partly by a record quarterly increase in earnings estimates from the tax cut. This increase was not fully reflected in market prices, likely because the market believes the tax cut benefits will be competed away. This will certainly be the reality for the most competitive businesses and industry sectors. But we think the bigger culprit in the valuation compression is rising interest rates. During the quarter, the U.S. 10-year Treasury yield rose from 2.4% to 2.7% almost touching 3% in mid-february. On this front, the challenge for the markets is that we believe the path of least resistance for interest rates is higher, and the path of least resistance for most asset prices and valuations will accordingly be lower. If INVESTMENT PRODUCTS: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

2 so, this shift to higher rates will challenge the hegemony of price momentum, which has dominated markets this cycle. Fortunately, the most likely context for higher rates is better economic growth, as business investment has finally turned the corner. Capital spending plans dramatically increased in 2017, as enough confidence returned to businesses to make real investments in the future. Unlike share buyback programs, which can be turned off easily, capital spending programs, once they get under way, tend to be sticky. The capital spending momentum will also benefit from the corporate tax cut, which directly incentivizes U.S. business investment. The tax cut is expected to lead to a 5% 6% increase in investment spending in 2018, which will have a decent multiplier effect across the economy. As economic growth proves to be more sustainable, this should spur further investment, and the economy may finally shake off its deflationary shackles as robustness returns to Main Street. Despite the underlying market volatility, all U.S. economic data remained strong. First-quarter U.S. economic data were healthy across the board. Jobless claims fell to 215,000, the lowest level since Fourth-quarter GDP was revised upward to 2.9%. Auto sales held steady in January and February at a 16.8 million SAAR, then lifted to 17.2 million in March on the back of increased incentives. The March Consumer Sentiment Index reading of was the highest since 2004, while the ISM Purchasing Managers Index reading of 59.3% was one of the highest levels ever. Portfolio highlights During the fourth quarter of 2017, the ClearBridge All Cap Value Portfolios generated a total return of -3.92% (gross of fees). In comparison, the Portfolios unmanaged benchmark, the Russell 3000 Value Index, returned -2.82%. Over the longer term, the Portfolios have outperformed the benchmark over the 1- and 3-year periods ended March 31, 2018 (gross of fees). On an absolute basis, the Portfolios had gains in two of the 10 sectors in which they were invested for the first quarter (out of 11 sectors total). The largest contributors to the Portfolios performance were the information technology (IT) and utilities sectors. The financials sector was the main detractor. On a relative basis, the Portfolios underperformed their benchmark, and this was driven by stock selection, which was partially offset by positive sector allocation effects. Stock selection in the financials and energy sectors detracted the most from relative performance. A cash position also detracted from relative returns for the quarter. Meanwhile, stock selection in the real estate and consumer staples sectors and an underweight to the consumer staples sector contributed positively to relative returns for the quarter. On an individual stock basis, the largest contributors to absolute returns in the first quarter included XL Group, Cisco, OneMain Holdings, Boeing and TransDigm. The greatest detractors from absolute returns included positions in Wells Fargo, Synchrony Financial, Citigroup, Devon Energy and Kinder Morgan. During the quarter we initiated positions in American International Group, Encana, Owens Corning and Foot Locker. We closed positions in CONSOL Energy, Cabot Oil & Gas, Microsoft, Applied Materials, XL Group, Teradyne and Ameriprise Financial. Top contributors 1 Contribution to equity return % XL Group Ltd 0.57 Cisco Systems, Inc OneMain Holdings, Inc Boeing Company 0.15 TransDigm Group Incorporated 0.12 XL Group (XL), a property and casualty insurer in the financials sector, was acquired by insurance giant AXA at a 50% premium to the stock price before the M&A speculation surfaced. We took advantage of the low valuation late last year as the stock suffered an operating loss in 2017 due to large catastrophe losses. We saw value in XL s global leadership in the commercial insurance and reinsurance markets, given its specialty focus and the highly valuable Lloyd s franchise. Cisco Systems (CSCO), in the IT sector, is the largest seller of routers and bridges that carry Internet traffic. Cisco is transitioning its business from hardware to software and from up-front licenses to subscriptions, and the market continues to 1 Portfolio characteristics are based on a model portfolio, not an actual client account. The model portfolio is a hypothetical portfolio whereby the portfolio characteristics are based on simulated trading and account activity of a client account invested in this strategy. The model portfolio assumes no withdrawals, contributions or client-imposed restrictions. Portfolio characteristics of individual client accounts may differ from those of the model portfolio as a result of account size, client-imposed restrictions, the timing of client investments, market conditions, contributions, withdrawals and other factors. Please see Endnotes for additional information. This information does not constitute, and should not be construed as, investment advice or recommendations with respect to the sectors and securities listed, and it should not be used as the sole basis for any investment decision. Past performance is no guarantee of future results. 2

3 be enthusiastic on the prospects for accelerating earnings per share growth in Cisco delivered a clean earnings beat for the fourth quarter, and it raised guidance. The company should benefit from an improving corporate spending environment as it ramps up sales of its new switching platform, the Catalyst OneMain Holdings (OMF), in the financials sector, is a consumer finance company. Shares of the company leapt on news of interest from private equity investors early in the year, as affiliates of Apollo Global and Varde Partners agreed to acquire about 40% of OneMain. Bottom contributors 2 Contribution to equity return % Wells Fargo & Company Synchrony Financial Citigroup Inc Devon Energy Corporation Kinder Morgan, Inc Wells Fargo (WFC), in the financials sector, continues to suffer from a customer and regulatory backlash to its past infractions relating to aggressive sales incentive practices. Nevertheless, we feel the company has great national franchises in retail, commercial and mortgage banking that will enable it to regain its positive business momentum and premium valuation. Citigroup (C), in the financials sector, is a leading global financial institution that is broadly diversified by both geography and business lines. New management installed in late 2012 remains focused on improving the company s risk profile and reducing expenses. Citigroup maintains a strong 12.3% common equity tier 1 capital ratio, even excluding $13 billion in deferred tax assets that will contribute to cash flow over time. Citigroup is attractively valued, trading at approximately 1.2x tangible book value and 11x 2018 projected earnings. The company s strong capital position, deferred tax assets and declining legacy portfolio create the potential for a substantial multiyear return of capital to investors. energy stock prices, which have struggled as interest rates have risen, despite a supportive macro demand environment, strong fundamentals and, in Kinder Morgan s case, continued increases in distributable cash flow. Outlook We continue to believe the biggest risk in the current market is rising liquidity risk: asset prices require more growth and long-term cash flow to justify rising prices, extending their duration, while the marginal buyer is increasingly acting on short-term price momentum. This creates a classic duration mismatch, which should close violently when price momentum reverses. The match that could ignite this reversal is an increase in interest rates, and a subsequent rise in volatility. Some of these concerns began to play out in late January. Our focus on names with attractive prospects for long-term value has led us to a portfolio differentiated from market capitalization-weighted indexes like its benchmark, the S&P 500. We believe that following a disciplined valuation process allows us to potentially exploit a behavioral advantage, by thinking mathematically and probabilistically rather than emotionally, even in periods of rapid market gains, and especially during periods of market volatility. Despite headwinds to value, our major portfolio construction goal is to balance out the downside from any given active bet, like value, with a balancing exposure. Our diversification goal is to achieve a material valuation advantage versus the index without sacrificing diversifying characteristics like quality and growth. The resulting diversification should help mitigate downside volatility, even when such a core driver like value is out of favor. We think our advantage versus the index should widen further if higher interest rates continue to put pressure on momentum, restoring more balance to value. Kinder Morgan (KMI), in the energy sector, has suffered from the disconnect between oil prices, which have firmed, and 2 Portfolio characteristics are based on a model portfolio, not an actual client account. The model portfolio is a hypothetical portfolio whereby the portfolio characteristics are based on simulated trading and account activity of a client account invested in this strategy. The model portfolio assumes no withdrawals, contributions or client-imposed restrictions. Portfolio characteristics of individual client accounts may differ from those of the model portfolio as a result of account size, client-imposed restrictions, the timing of client investments, market conditions, contributions, withdrawals and other factors. Please see Endnotes for additional information. This information does not constitute, and should not be construed as, investment advice or recommendations with respect to the sectors and securities listed, and it should not be used as the sole basis for any investment decision. Past performance is no guarantee of future results. 3

4 Market capitalization 3 Market cap breakdown ($) Portfolio weight Benchmark weight Above 50 billion billion billion billion billion Weighted average market cap ($bil) Top 10 equity holdings 3 Percent of equity Wells Fargo & Co 4.50 Citigroup Inc 3.93 Johnson & Johnson 3.38 Synchrony Financial 3.31 Oracle Corp 3.22 Cisco Systems Inc 2.91 KeyCorp 2.52 Suncor Energy Inc 2.28 Unilever PLC 2.06 Exelon Corp 2.00 Total number of holdings 61 Sector highlights 3 Average sector weightings and performance (%) Gross of fees from 12/31/17 to 03/31/18 Benchmark* weight Benchmark* return Port. Port. Weight Active Sector weight return diff. contrib. Financials Health Care Industrials Energy Consumer Discretionary Information Technology Real Estate Consumer Staples Utilities Materials Telecomm Service Cash *Benchmark: Russell 3000 Value Index. 3 Portfolio characteristics are based on a model portfolio, not an actual client account. The model portfolio is a hypothetical portfolio whereby the portfolio characteristics are based on simulated trading and account activity of a client account invested in this strategy. The model portfolio assumes no withdrawals, contributions or client-imposed restrictions. Portfolio characteristics of individual client accounts may differ from those of the model portfolio as a result of account size, client-imposed restrictions, the timing of client investments, market conditions, contributions, withdrawals and other factors. Please see Endnotes for additional information. This information does not constitute, and should not be construed as, investment advice or recommendations with respect to the sectors and securities listed, and it should not be used as the sole basis for any investment decision. Past performance is no guarantee of future results. 4

5 Important information Any information, statement or opinion set forth herein is general in nature, is not directed to or based on the financial situation or needs of any particular investor, and does not constitute, and should not be construed as, investment advice, a forecast of future events, a guarantee of future results, or a recommendation with respect to any particular security or investment strategy or type of retirement account. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies should consult their financial professional. Please refer to for more information about the Portfolio, including objective, risks and investment process. The information presented does not constitute and should not be construed as investment advice with respect to any investment discussed. There is no guarantee that investment objectives will be met. Separately managed accounts (SMAs) are investment services provided by Legg Mason Private Portfolio Group, LLC (LMPPG), a federally registered investment advisor. Client portfolios are managed based on investment instructions or advice provided by one or both of the following Legg Masonaffiliated subadvisors: ClearBridge Investments, LLC and Western Asset Management Company. Management is implemented by LMPPG, the designated subadvisor or, in the case of certain programs, the program sponsor or its designee. Investments are not FDIC insured or guaranteed by any government agency. Values may fluctuate due to market conditions and other factors. Past performance is no guarantee of future results. Risks All investments involve risk, including loss of principal and there is no guarantee that investment objectives will be met. Investments may be made in small- and mid-cap companies, which involve a higher degree of risk and volatility than investments in large-cap companies. While most investments are in U.S. companies, investments may also be made in ADRs and other securities of non-u.s. companies in developed and emerging markets which involve risks in addition to those ordinarily associated with investing in domestic securities, including the potentially negative effects of currency fluctuation, political and economic developments, foreign taxation and differences in auditing and other financial standards. These risks are magnified in emerging markets. The managers may sometimes hold significant portion of portfolio assets in cash equivalents while waiting for buying opportunities. Diversification does not assure a profit or protect against market loss. Definitions and additional information Investors cannot invest directly in an index, and unmanaged index returns do not reflect any fees, expenses or sales charges. Consumer sentiment is a statistical measurement and economic indicator of the overall health of the economy as determined by consumer opinion. Duration is an estimated measure of the price sensitivity of a bond to a change in interest rates. Earnings per share (EPS) is a company's profit divided by its number of common outstanding shares. Forward earnings are an estimate of a next period's earnings of a company. Forward price to earnings (forward P/E) is a measure of the price-to-earnings (P/E) ratio using forecasted earnings for the P/E calculation. Gross domestic product (GDP) is an economic statistic that measures the market value of all final goods and services produced within a country in a given period of time. Institute for Supply Management (ISM), formerly known as the National Association for Purchasing Management, is an association representing more than 48,000 purchasing and supply management professionals. It conducts regular surveys of purchasing and supply managers to determine industry trends. Price to tangible book value is a valuation ratio expressing the price of a security compared to its hard book value as reported in the balance sheet. Price-to-value gap is the discrepancy between the price of a company s shares traded in the market and what we estimate to be its intrinsic value based on our probabilistic bottom-up analysis. The Purchasing Managers Index (PMI) measures the manufacturing and services sectors in an economy, based on survey data collected from a representative panel of manufacturing and services firms. PMI greater than 50 indicates economic expansion; below 50, contraction. The Russell 3000 Index is an unmanaged index of the 3,000 largest U.S. companies. Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity universe. It includes those Russell 3000 companies with lower price-to-book ratios and lower forecasted growth values. Seasonally adjusted annual rate (SAAR) is a rate adjustment used for economic or business data that attempts to remove the seasonal variations in the data. S&P 500 Index is an unmanaged index of common stock performance. The tier 1 capital ratio is the comparison between a banking firm's core equity capital and its total risk-weighted assets. U.S. Treasuries are direct debt obligations issued by the U.S. government and backed by its full faith and credit. The U.S. government guarantees the principal and interest payments on U.S. Treasuries when the securities are held to maturity. 5

6 ClearBridge All Cap Value SMA GIPS endnotes ($USD) Ending December 31 Inception date: January 2006; Composite creation date: June 2008 Period Total return (net) Total return (*pure gross) Russell 3000 Value Index return Number of portfolios % of bundled fee portfolios in Composite the composite dispersion Composite 3 Yr. Standard Deviation Benchmark 3 Yr. Standard Deviation Total composite assets at end of period (USD million) % of firm assets Total firm assets at end of period (USD million) % 17.99% 13.19% % 12.61% 10.48% % 119, % 19.23% 18.40% % 13.11% 11.12% % 100, % -5.01% -4.13% % 11.59% 10.90% % 92, % 9.22% 12.70% % 10.12% 9.49% % 100, % 30.93% 32.69% % 14.72% 13.08% % 85, % 14.83% 17.55% 3, % 18.16% 16.03% % 54, % -5.94% -0.10% 3, % 21.16% 21.34% % 50, % 16.88% 16.23% 3, % n/a n/a % 55, % 28.46% 19.76% 4, % n/a n/a % 53, % % % 6, % n/a n/a % 50,614.9 *Pure gross of fee returns do not reflect the deduction of any expenses, including transaction costs, and are presented as supplemental to the net of fee returns. COMPLIANCE STATEMENT: ClearBridge Investments, LLC claims compliance with the Global Investment Performance Standards (GIPS ) and has prepared and presented this report in compliance with the GIPS standards. ClearBridge Investments, LLC has been independently verified for the periods January 1, December 31, The verification reports are available upon request. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm's policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. Verification does not ensure the accuracy of any specific composite presentation. FIRM INFORMATION: ClearBridge Investments, LLC ("ClearBridge") is a wholly owned subsidiary of Legg Mason, Inc. ("Legg Mason"). The investment advisory business now known as ClearBridge was registered in September 2005 to facilitate Legg Mason's acquisition of substantially all the equity asset management businesses known as Citigroup Asset Management. These former businesses serve as the foundation of ClearBridge and its claim of GIPS compliance for institutional accounts through predecessor firms, effective as of January In June 2008, ClearBridge combined this business with its retail business to form a single GIPS firm. As of April 1, 2013 and January 1, 2016, ClearBridge's affiliates, Global Currents Investment Management, LLC, and ClearBridge, LLC, respectively, have become part of the ClearBridge GIPS firm. COMPOSITE INFORMATION: The ClearBridge All Cap Value SMA composite consists of discretionary wrap accounts with an account minimum of US $25,000. Accounts within the composite are primarily invested by applying value criteria to attempt to find the most inefficiently priced stocks in the small, mid and large capitalization sectors. The main risks of this strategy are General Investment Risk, Small Cap Risk, Mid Cap Risk and Non- U.S. Investment Risk. Prior to June 2008, the minimum was $5,000. INPUT AND CALCULATION DATA: The fee schedule currently in effect is 3.00% on all assets. Net of fee composite returns are calculated by reducing each monthly composite pure gross rate of return by the highest "bundled" fee charged (3.00%) annually, prorated to a monthly ratio. The "bundled" fee includes transaction costs, investment management, custodial, and other administrative fees. Effective January 1, 2013, the number of portfolios reflects a change from prior periods due to an aggregation of accounts as reported by one sponsor. As of January 2014, the internal dispersion of annual returns is measured by the asset-weighted standard deviation of portfolio returns included in the composite for the entire year. For prior years, the equal-weighted standard deviation was used. The composite employed a 10% significant cash flow policy which was discontinued in January A list of composite descriptions is available upon request. Policies for valuing portfolios, calculating performance, and preparing compliant presentations are available upon request. Past performance is not necessarily indicative of future results. BENCHMARK INFORMATION: The Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity value universe Legg Mason Investor Services, LLC, member FINRA, SIPC. Legg Mason Investor Services, LLC and ClearBridge Investments are subsidiaries of Legg Mason, Inc AMXX D839 6