LEGG MASON GLOBAL FUNDS PLC Riverside Two Sir John Rogerson s Quay Grand Canal Dock Dublin 2, Ireland.

Transcription

1 LEGG MASON GLOBAL FUNDS PLC Riverside Two Sir John Rogerson s Quay Grand Canal Dock Dublin 2, Ireland. This circular is sent to you as a Shareholder of the Legg Mason ClearBridge US Fundamental Value Fund, a sub-fund of Legg Mason Global Funds plc (the Company ). It is important and requires your immediate attention. If you are in any doubt as to the action to be taken you should immediately consult your stockbroker, bank manager, solicitor or attorney or other professional adviser. If you have sold or otherwise transferred your holding in the Legg Mason ClearBridge US Fundamental Value Fund please send this document and the accompanying proxy form to the broker or other agent through whom the sale was effected for transmission to the purchaser or transferee. Capitalised terms used in this circular, and not otherwise defined herein, shall bear the same meanings as capitalised terms used in the prospectus of the Company dated 30 June 2014, as supplemented on 29 September 2014 (the Prospectus ). A copy of the Prospectus, the Articles of Association and the annual and semi-annual reports of the Company are available upon request during normal business hours from the registered office of the Company. The Directors of the Company accept full responsibility for the accuracy of the information contained in this notice and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement misleading. Proposed Item: CIRCULAR 7 JANUARY 2015 The merger of the Legg Mason ClearBridge US Fundamental Value Fund into the Legg Mason ClearBridge Tactical Dividend Income Fund Registered Office: as above Company Registration Number: An umbrella fund with segregated liability between sub-funds Directors: Brian Collins, Joseph Keane, Joseph LaRocque (U.S.A.), Robert Shearman (U.K.)

2 7 January 2015 Dear Shareholder: We, the Directors of the Company, are writing to you as a Shareholder in the Legg Mason ClearBridge US Fundamental Value Fund (the FV Fund ). The purpose of this circular is to explain our proposal to merge the FV Fund into the Legg Mason ClearBridge Tactical Dividend Income Fund (the TDI Fund ), also a sub-fund of the Company, and seek your vote to approve the merger (the Merger ). Both the FV Fund and the TDI Fund are managed by ClearBridge Investments, LLC ( ClearBridge ). The FV Fund and the TDI Fund shall be together referred to as the Funds in this circular. This circular also sets out the terms of the proposed Merger and explains how it is to be effected in accordance with the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended (the UCITS Regulations ). The Shareholder resolution that is required to be passed to effect the Merger is described in the attached notice (the Notice ) convening the necessary Shareholder meeting to vote on the Merger (the Meeting ) (see Appendix A attached hereto). A proxy form is enclosed as Appendix B to enable you to vote at the Meeting and you are urged to complete and return the proxy form as soon as possible, and in any event by no later than 48 hours prior to the time set for the Meeting. If the resolution is passed, the effective date of the Merger (the Effective Date ) will be 27 March Subject to the passing of the resolution approving the Merger, as of 4:00 p.m. in New York (Eastern Time) on the Effective Date, the assets of the FV Fund will be transferred to the TDI Fund and the Shareholders will be issued Shares in the TDI Fund ( TDI Fund Shares ). Upon being issued TDI Fund Shares, a Shareholder s Shares in the FV Fund ( FV Fund Shares ) will be cancelled. TERMS OF THE MERGER It is a requirement of the UCITS Regulations that the board of directors of the Company (the Board ) approve the terms of the Merger (the Terms ). The Terms have been noted by the Central Bank of Ireland (the Central Bank ) and are summarised below. 1. TYPE OF MERGER AND SUB-FUNDS INVOLVED The Merger is a domestic merger for the purposes of the UCITS Regulations as it is a merger between two sub-funds of the same UCITS fund that are authorised by the Central Bank. Each of the FV Fund and TDI Fund markets its Shares in other EU Member States and outside the EU. The Merger is of a type which involves the net assets of the FV Fund being transferred to the TDI Fund, the Shareholders of the FV Fund becoming Shareholders of the TDI Fund and the FV Fund continuing to exist until its liabilities have been discharged and its approval by the Central Bank has been withdrawn. The Merger is governed by the provisions in part 7 of the UCITS Regulations. 2. BACKGROUND TO AND RATIONALE FOR THE PROPOSED MERGER We are proposing the Merger because, while the FV Fund is a traditional equity fund that has been declining in assets due to client redemptions, the TDI Fund is a more innovative equity fund with a greater focus on income-producing investments. We believe that the TDI Fund will be a more attractive product to investors over the longer term. This view is shared by - 2 -

3 ClearBridge. ClearBridge acts as sub-investment manager to both the FV Fund and the TDI Fund and therefore manages both Funds assets on a daily basis. Although both Funds focus their investments on the US equity market, the TDI Fund has a greater focus on income and therefore seeks to invest in companies that pay high dividends. ClearBridge recognises the growing importance of dividends, especially during this period of prolonged low interest rates. ClearBridge also believes that companies that pay regular dividends generally act in ways that are more advantageous for Shareholders. The TDI Fund also has a broader investment scope than the FV Fund. The TDI Fund invests more significantly in small and medium-sized companies. It also invests substantially in the energy and property sectors of the US market. We believe that ClearBridge can access these sectors in a disciplined, risk-aware manner. We consider that the proposed Merger is in the best interests of the Shareholders of the FV Fund as a whole and recommend that you vote in favour of the proposals. If the Merger is approved, with effect from the Effective Date, for each Share Class of the TDI Fund, the annual investment management fee will be reduced as indicated in the following table for the Share Classes involved in the Merger: Share Class of the TDI Fund Current Maximum Investment Management Fee Each Class A Share Class 1.50% 1.25% Each Class B Share Class 2.00% 1.75% Each Class C Share Class 2.00% 1.75% Each Class F Share Class 1.25% 1.00% New Maximum Investment Management Fee 3. THE EXPECTED IMPACT OF THE PROPOSED MERGER It is expected that the Merger will have a favourable impact on the FV Fund Shareholders and the TDI Fund Shareholders. We believe that the TDI Fund has the potential to deliver a greater return over the long term. The two Funds have a broadly similar risk profile, as both invest primarily in US equities. There are certain differences, however, between the asset types and key risks of the Funds, as set out in Appendix C, which you should consider carefully. We believe that the TDI Fund will be more attractive to potential investors and will grow in assets over the long term, which should result in lower total expenses to investors. You should be aware, however, that the TDI Fund is considerably smaller than the FV Fund. As of 30 November 2014, the TDI Fund had US$31,508,519 in net assets, and the FV Fund had US$90,605,147 in net assets. The Merger, if approved, will increase the size of the TDI Fund. There is a risk, however, that a significant number of FV Fund Shareholders may redeem their FV Fund Shares prior to the Merger and therefore not participate in the Merger. This would lessen the increase in TDI Fund assets that will occur through the Merger. There is also the risk that the TDI Fund will not be as attractive to other investors as anticipated. The FV Fund shall not accept subscriptions from new investors with effect from the date of this circular. However, if the Merger is not approved by the FV Fund Shareholders, the foregoing restriction shall cease to apply

4 Appendix C details differences between the FV Fund and the TDI Fund regarding investment objective and policies, risk factors and other key features of the Funds. The Directors of the Company recommend that you consider this comparison carefully. Appendix D shows details of the Share Classes of the TDI Fund into which the relevant Share Classes of the FV Fund will merge, if the Merger is approved. Appendix D also compares the fee structure of the relevant FV Fund Share Classes and TDI Fund Share Classes. Both Funds are sub-funds of the Company and, accordingly, the rights of FV Fund Shareholders under the Articles of Association will not be affected by the Merger. 4. CALCULATION OF THE EXCHANGE RATIO AND VALUATION OF ASSETS If the resolution to approve the Merger is passed, for Shareholders who remain in the FV Fund on the Effective Date, FV Fund Shares will be exchanged for TDI Fund Shares on the basis of an exchange ratio. Where an FV Fund Share Class is merging into a pre-existing TDI Fund Share Class, this exchange ratio is calculated by dividing the value of a Share in the FV Fund Share Class by the value of a Share in the TDI Fund Share Class, both using the closing Net Asset Value per Share on the Effective Date. Where an FV Fund Share Class is merging into a new TDI Fund Share Class, this exchange ratio is calculated by dividing the value of a Share in the FV Fund Share Class using the closing Net Asset Value per Share on the Effective Date by the initial offer price of the TDI Fund Share Class. The following table indicates which of the TDI Fund Share Classes are new and their initial offer prices: Legg Mason ClearBridge US Fundamental Value Fund Share Class Legg Mason ClearBridge Tactical Dividend Income Fund Share Class Class A Euro to merge into Class A Euro New: initial offer price of Euro 100 per Share Class A US$ to merge into Class A US$ Pre-existing Class A US$ Distributing (A) to merge into Class A US$ Distributing (A) New: initial offer price of US$100 per Share Class A (G) US$ to merge into Class F US$ New: initial offer price of US$100 per Share Class GA Euro to merge into Class F Euro New: initial offer price of Euro100 per Share Class GA Euro Distributing (A) to merge into Class F Euro Distributing (A) New: initial offer price of Euro 100 per Share Class GA US$ to merge into Class F US$ New: initial offer price of US$100 per Share Class B US$ to merge into Class B US$ New: initial offer price of US$100 per Share Class B US$ Distributing (A) to merge into Class B US$ Distributing (A) New: initial offer price of US$100 per Share Class B (G) US$ to merge into Class A US$ Pre-existing Class C US$ to merge into Class C US$ Pre-existing - 4 -

5 Legg Mason ClearBridge US Fundamental Value Fund Share Class Legg Mason ClearBridge Tactical Dividend Income Fund Share Class Class C US$ Distributing (A) to merge into Class C US$ Distributing (A) New: initial offer price of US$100 per Share Class GE Euro to merge into Class A Euro New: initial offer price of Euro 100 per Share Class GE US$ to merge into Class A US$ Pre-existing Class L (G) US$ to merge into Class A US$ Pre-existing Although the total value of Shares you hold in the TDI Fund after the Merger will equal the total value of Shares you held in the FV Fund immediately prior to the Merger, the number of Shares you hold in the TDI Fund after the Merger may not equal the number of Shares you held in the FV Fund prior to the Merger. The valuation of the TDI Fund will be carried out in accordance with the valuation methodology as disclosed in the Prospectus, which is the same methodology as that used for the FV Fund. 5. RULES RELATING TO THE TRANSFER OF ASSETS AND THE EXCHANGE OF SHARES The rules relating to the transfer of assets and the exchange of FV Fund Shares for TDI Fund Shares are governed by the provisions of the Articles of Association. 6. COSTS OF THE MERGER The estimated costs and expenses incurred which arise from or are incidental to the Merger, including legal, accounting and administrative costs (collectively Administrative Costs ) have been charged to the FV Fund as of the date of this circular. Such estimated Administrative Costs are US$56,200. The actual Administrative Costs ultimately paid by the FV Fund may be higher or lower. In the event that the Merger is not approved by FV Fund Shareholders, Legg Mason Investments (Europe) Limited, as the Investment Manager, will reimburse the FV Fund for the actual Administrative Costs paid or payable by the FV Fund. In addition, if the Merger is approved, it is intended that ClearBridge will sell most of the portfolio securities of the FV Fund on the Effective Date, in order to align the portfolio of the FV Fund with that of the TDI Fund. The transaction costs of selling these assets are estimated to be US$22,000 and will be charged to the FV Fund on the Effective Date. Actual costs may be higher or lower. The TDI Fund will in turn purchase portfolio securities with the proceeds of the sales of the portfolio securities of the FV Fund on the Effective Date. No dilution adjustment will be assessed at the Effective Date on the TDI Fund; therefore, the TDI Fund Shareholders (including the FV Fund Shareholders that participated in the Merger) will bear the costs of the TDI Fund purchasing those securities. The transaction costs of purchasing these assets are estimated to be US$25,000; actual costs may be higher or lower. Shareholders who redeem or exchange their FV Fund Shares before the date of the resolution approving the Merger will not be subject to any associated transaction costs (as described above). There are no remaining unamortised preliminary expenses in the FV Fund. It is proposed that any accrued income in the FV Fund on the Effective Date will be included in the Net Asset Value calculations and will form part of the assets being transferred to the TDI Fund

6 7. THE MERGER The Meeting will take place at 11:00 am (Irish time) on 25 February The Notice contains the text of the resolutions required to effect the Merger. If the resolution to approve the Merger is passed, Shareholders in the FV Fund will receive TDI Fund Shares on the Effective Date. No initial charge will be imposed in respect of the issue of TDI Fund Shares as a result of the proposed Merger. Any standing instructions for subscriptions, payments and/or other operational matters previously given to the Administrator by a Shareholder will continue to be adhered to by the Administrator. For Shareholders who acquire Class B or Class C Shares of the TDI Fund through the Merger, the period of ownership for the purposes of calculating the contingent deferred sales charge due, if any, on any subsequent redemption of such Shares shall be deemed to have commenced on the date the Shareholder acquired the Shares of the FV Fund. For Shareholders merging from Class B (G) US$ into Class A US$ or from Class L (G) US$ into Class A US$, no contingent deferred sales charge will be due upon the Merger or thereafter. In summary, in order to implement the Merger, the following actions must be completed: (i) (ii) (iii) the passing of the resolution to approve the Merger by the Shareholders in the FV Fund; as of 4:00 p.m. in New York (Eastern Time) on the Effective Date, the transfer of the assets of the FV Fund to the TDI Fund; and on the Effective Date, the simultaneous issue of TDI Fund Shares to the existing FV Fund Shareholders in proportion to their current shareholding in the FV Fund and the cancellation of their FV Fund Shares. If the resolution is passed and the Merger takes place, the Administrator will mail to you written confirmation of ownership in the TDI Fund within three business days of the Effective Date. Investors who have purchased Shares of the FV Fund through a distributor or other intermediary should contact their distributor or other intermediary for confirmation of ownership of the TDI Fund and when such information would be available. The outcome of the Meeting will also be announced on the website of the Irish Stock Exchange and on 8. TAXATION Please note that the FV Fund and the TDI Fund are treated the same from an Irish tax law perspective, as both are sub-funds within the same collective investment undertaking for Irish tax law purposes. No Irish tax liability will arise to the FV Fund, the TDI Fund or you as a result of the Merger. However, the Merger may constitute a taxable event for you depending on your country s specific tax regulations. You should consult your own professional advisors as to the tax implications of the Merger under the laws of your country of nationality, residence, domicile or incorporation. A detailed description of the Irish general tax considerations applicable to investors in the Company is contained in the section headed Taxation in the Prospectus. You should also note that the TDI Fund s primary investment objective is to provide a high level of income, whereas generating income is a secondary investment objective of the FV Fund. This may result in the TDI Fund generating more income than the FV Fund, and paying higher dividends than the FV Fund to Shareholders in the Distributing Share Classes

7 This may result in a different tax result for you. You should consult your own professional advisors regarding the tax implications of becoming a Shareholder in the TDI Fund. 9. PROCEDURE The quorum for the Meeting is two Shareholders in the FV Fund present in person or by proxy. To be passed, the resolution must be carried by votes representing 75% or more of those attending and voting for such resolution in person or by proxy at the Meeting. If, within half an hour from the time appointed for the Meeting, a quorum is not present, the Meeting will be adjourned to 6 March 2015, at the same time and place. If the quorum is present at the adjourned Meeting and the Merger is approved, the Merger will occur on the Effective Date. If a quorum is not present at the adjourned Meeting on 6 March 2015, the Meeting will again be adjourned, and the Shareholders will be notified of the date of such adjourned Meeting, the new dealing cut-off time and the new Effective Date by a separate notice in accordance with the Articles of Association. As a Shareholder, you may choose to vote for or against the resolution approving the Merger, or abstain from voting. You will be notified of the outcome of the Meeting on the website of the Irish Stock Exchange and on If the Merger is approved, and you do not wish to participate in the Merger, you can redeem or exchange your FV Fund Shares on any Dealing Day (from the date of the resolution approving the Merger until and including 23 March 2015) free of charge (including without any exit charge or contingent deferred sales charge being levied) in accordance with the procedures as set out in the Prospectus. Prior to the date of the resolution approving the Merger, you may redeem or exchange your FV Fund Shares in accordance with the usual terms and procedures as set out in the Prospectus. FV Fund Shares of any Share Class active as of the date of this circular may continue to be purchased and redeemed by current Shareholders on the usual Dealing Days in accordance with the terms of the Prospectus until and including 23 March To prevent possible interference with the Merger, FV Fund Shares will be closed for purchase or redemption from 24 March to 27 March 2015, inclusive. If the resolution is not passed, there will be no suspension of the ability to purchase and redeem FV Fund Shares. It should be noted that, if the special resolution approving the Merger is approved by the Shareholders in accordance with the Articles of Association, the Merger will be binding on all Shareholders, including Shareholders who voted against the resolution or who did not vote at all. Shareholders who neither exchange their FV Fund Shares into Shares in another Fund of the Company nor redeem their FV Fund Shares on or before 23 March 2015 will have their FV Fund Shares automatically exchanged for the corresponding TDI Fund Shares. Once the proposed Merger has been effected and you become a Shareholder in the TDI Fund, you can redeem your TDI Fund Shares, subject to the usual procedures set out in the Prospectus, and will be able to exercise your rights as a Shareholder in the TDI Fund. If FV Fund Shareholders do not pass the resolution to approve the Merger, the FV Fund will continue in existence for the foreseeable future. 10. DOCUMENTS FOR INSPECTION The key investor information documents ( KIIDs ) of the Share Classes of the TDI Fund are enclosed at Appendix E. We recommend that you read carefully the KIID for the Share Class into which you would merge, as it contains important key information relating to that Share Class and the TDI Fund generally

8 Copies of the following documents will be available for inspection from the date of this circular at the registered office of the Company at Riverside Two, Sir John Rogerson s Quay, Grand Canal Dock, Dublin 2, Ireland during normal business hours on weekdays (public holidays excepted) until the time of the conclusion of the Meeting (or any adjourned Meeting): A. the Company s memorandum and articles of association; B. the Prospectus; and C. the most recent annual report and audited annual accounts and half-yearly report of the Company. Copies of these documents may also be obtained from the Administrator free of charge on request. In addition, please note that the UCITS Regulations require the auditors of the Company to validate matters relating to the valuation of the assets, the calculation method of the exchange ratio and actual exchange ratio which are described above. You have the right to obtain a copy of the validating report prepared by the auditors free of charge once available, and it can be obtained in the same manner and at the place described above. 11. REVIEW BY CUSTODIAN OF MERGER PROPOSAL BNY Mellon Trust Company (Ireland) Limited, as the custodian of the Company, has reviewed the Merger proposal and has confirmed certain matters to the Central Bank as is required by the UCITS Regulations. 12. TIMETABLE A. Extraordinary General Meeting of Shareholders: 25 February 2015 B. Notification of the outcome of the Meeting: 26 February 2015 C. Last Day for Shareholders to redeem or exchange their FV Fund Shares: 23 March 2015 D. Effective Date of Merger: 27 March 2015 The Merger shall be effective as of 4:00 p.m. in New York (Eastern Time) on the Effective Date. It is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive at the registered office of the Company no later than 48 hours before the time set for the Meeting. Investors investing through a distributor or other intermediary will need to return the proxy form to your distributor or other intermediary, in such manner and by such time as agreed with your distributor or other intermediary. If you have any questions in relation to the content of this circular please contact us at the above address or your regular contact person at Legg Mason. We also encourage you to contact your financial advisor if you are in doubt as to the action to be taken. For Singapore investors: For Singapore shareholders investing through a distributor or other intermediary, instead of returning completed proxies to the Administrator, you will need to return the completed proxy form, either by post or by fax (or in any other method stipulated by your distributor or other intermediary) to your distributor or other intermediary no later than 5 p.m. (Singapore time) on 16 February

9 Please feel free to contact the client service staff of Legg Mason Asset Management Singapore Pte. Limited (Registration Number (UEN): R) at telephone number (65) , or its authorised distributors, should you have any questions or concerns. Yours faithfully Joseph LaRocque For and on behalf of LEGG MASON GLOBAL FUNDS PLC - 9 -

10 APPENDIX A LEGG MASON GLOBAL FUNDS PLC (THE COMPANY ) NOTICE OF MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that a meeting of the Shareholders of the Legg Mason ClearBridge US Fundamental Value Fund will be held at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland at 11:00 am (Irish time) on 25 February The purpose of the meeting is to consider and, if thought fit, pass the following Extraordinary Resolution in relation to the Fund: THAT the scheme of merger (the Merger ) the terms of which are set out in a circular dated 7 January 2015 (the Merger Circular ) produced to the meeting, for the Merger of the Legg Mason ClearBridge US Fundamental Value Fund (the FV Fund ) into the Legg Mason ClearBridge Tactical Dividend Income Fund (the TDI Fund ), involving: (a) (b) (c) the transfer of assets of the FV Fund into the TDI Fund on 27 March 2015 (the Effective Date ) the issue of TDI Fund Shares to the Shareholders in the FV Fund in proportion to their holding in the FV Fund on the Effective Date; and the cancellation of the existing FV Fund Shares on the Effective Date, be approved. If, within half an hour from the time appointed for the meeting of the Shareholders of the FV Fund, a quorum is not present, the meeting will be adjourned to 6 March 2015, at the same time and place. Joseph LaRocque For and on behalf of LEGG MASON GLOBAL FUNDS PLC Registered Office: Riverside Two, Sir John Rogerson s Quay, Grand Canal Dock, Dublin 2, Ireland. Dated this 7 January 2015 NOTES: Every member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote in his stead. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a member of the Company. Proxies to be used at the meeting should be lodged at the offices of BNY Mellon Investment Servicing (International) Limited, Rochestown, Drinagh, Wexford, Ireland, fax: , attention Malo Roban

11 APPENDIX B LEGG MASON GLOBAL FUNDS PLC (THE COMPANY ) PROXY FORM I/We (name) of (address) being a holder of Shares in the, hereby appoint Sarah Cunniff, Kevin Murphy, Sylvie McLaughlin, Dara Harrington, David O Shea, Patrick Daly, Melissa Cusack, Siobhan McBean, Louise O Leary or failing them or failing him/her or failing him/her or failing him/her the Chairman of the meeting (delete as applicable) as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting(s) of the shareholders of the Legg Mason ClearBridge US Fundamental Value Fund to be held at 11:00 am (Irish time) on 25 February 2015 and at any adjournment thereof. Please indicate with an X in the space below how you wish your votes to be cast in respect of the resolution. If no specific direction as to voting is given the proxy will vote or abstain from voting at his/her discretion. EXTRAORDINARY RESOLUTION: THAT the scheme of merger (the Merger ) the terms of which are set out in a circular dated 7 January 2015 (the Merger Circular ) produced to the meeting, for the Merger of the Legg Mason ClearBridge US Fundamental Value Fund (the FV Fund ) into the Legg Mason ClearBridge Tactical Dividend Income Fund (the TDI Fund ), involving: (a) (b) (c) the transfer of assets of the FV Fund into the TDI Fund on 27 March 2015 (the Effective Date ) the issue of TDI Fund Shares to the Shareholders in the FV Fund in proportion to their holding in the FV Fund on the Effective Date; and the cancellation of the existing FV Fund Shares on the Effective Date, be approved. Please indicate with an X in the space below how you wish your votes to be cast in respect of the resolution. FOR AGAINST Signature: Name in block capitals: Dated this day of

12 Please return to: Legg Mason Global Funds plc BNY Mellon Investment Servicing (International) Limited Att. Malo Roban Rochestown Drinagh Wexford Ireland For Singapore shareholders investing through a distributor or other intermediary, instead of returning completed proxies to the Administrator, you will need to return the completed proxy form, either by post or by fax (or in any other method stipulated by your distributor or other intermediary) to your distributor or other intermediary no later than 5 p.m. (Singapore time) on 16 February NOTES: 1. This instrument of proxy, to be valid, must be sent by post so as to arrive, or be lodged, at the address printed below not later than 48 hours before the time fixed for the meeting. 2. In the case of a corporate shareholder, this instrument may be either under its common seal or under the hand of an officer or attorney authorised in that behalf. 3. For omnibus/nominee shareholders, who without going to underlying investors do not have the authority to vote, please indicate how you wish your proxy/representative to vote by inserting the aggregate number of underlying investor votes for and/or against in the relevant box. 4. If you wish to appoint a proxy other than the Chairman of the meeting, please insert his/her name and address and delete "the Chairman of the meeting". 5. If this instrument is signed and returned without any indication of how the person appointed proxy shall vote, he will exercise his discretion as to how he votes and whether or not he abstains from voting. 6. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority should be determined by the order in which the names stand in the register of members in respect of the joint holding. 7. Any alterations made to this form must be initialled. 8. The address to which the signed proxy forms should be returned is:- Legg Mason Global Funds plc BNY Mellon Investment Servicing (International) Limited Att. Malo Roban Rochestown Drinagh Wexford Ireland Or by fax to: January

13 APPENDIX C COMPARISON OF LEGG MASON CLEARBRIDGE US FUNDAMENTAL VALUE FUND AND LEGG MASON CLEARBRIDGE TACTICAL DIVIDEND INCOME FUND Capitalised terms used in this appendix shall bear the same meanings as capitalised terms used in the prospectus of the Company dated 30 June 2014, as supplemented on 29 September 2014 (the Prospectus ). This appendix sets out certain differences between the two Funds this is not intended as exhaustive. Investors should consult the Prospectus for additional information. Names Investment Objective Investment Policy Legg Mason ClearBridge US Fundamental Value Fund The Fund s investment objective is to generate long-term capital appreciation. The generation of current income is a secondary objective. The Fund will invest at least 70 per cent of its Net Asset Value in a diversified portfolio comprised of equity or equityrelated securities of US Companies and debt securities issued by US Issuers, which are listed or traded on Regulated Markets in the United States listed in Schedule III of the Prospectus, provided that the Fund shall at all times invest at least 50 per cent of its Net Asset Value in equity securities of US Companies. The Sub-Investment Manager emphasises securities which are in its judgment undervalued in the marketplace and, accordingly, have above-average capital growth potential. In general, the Fund invests in securities of companies which are temporarily unpopular among investors but which the Sub-Investment Manager regards as possessing favourable prospects for earnings growth and/or improvements in the value of their assets, and consequently, as having a reasonable likelihood of experiencing a recovery in market price. The Fund may also invest in aggregate up to 30 per cent of its Net Asset Value in Money Market Instruments, non-publicly traded securities, equity and fixed income securities of non-us Issuers (including those from Emerging Market Countries, Emerging European Countries and Emerging Asia/Pacific Countries), American Depository Receipts, Global Depository Receipts and mortgage-backed or asset-backed securities, provided Legg Mason ClearBridge Tactical Dividend Income Fund 1 The Fund s primary investment objective is to provide a high level of income. Long-term capital appreciation is a secondary objective. The Fund invests at least 80 per cent of its Net Asset Value in equity and equity-related securities that are expected to provide investment income, dividend payments or other distributions, which are listed or traded on Regulated Markets listed in Schedule III of the Prospectus and from issuers located anywhere in the world. The Fund may invest in equity and equity-related securities of issuers with any market capitalisation. In selecting securities, the Sub-Investment Manager uses a combined fundamental and macroeconomic approach to identify assets that have attractive dividends and future earnings prospects. Whilst the Fund focuses on investments which are intended to provide a high level of income, the Sub- Investment Manager expects that some of such investments (such as equity securities) may deliver capital appreciation in furtherance of the Fund s secondary objective. The Fund invests in a diversified portfolio of equity and equity-related securities, including (i) common stocks, (ii) preferred stocks, (iii) convertible preferred stocks and other securities convertible into equity securities (e.g. convertible bonds), (iv) publicly traded units of MLPs (up to 60 per cent of the Fund s Net Asset Value), (v) real estate investment trusts ( REITs ) (up to 35 per cent of the Fund s Net Asset Value) and (vi) publicly traded BDCs (up to 35 per cent of the Fund s Net Asset Value) and other closed-end funds that invest in any of the foregoing securities under (i) through (v) and are traded on a Regulated Market (up to 10 per cent of the Fund s Net Asset Value). The Fund will invest at least 50 per cent of its Net Asset Value in securities of US Issuers. Thus, 1 The investment policies set forth below include changes to the existing investment policies of the TDI Fund. It is intended that these changes will take effect prior to the Effective Date and existing shareholders in the TDI Fund have been notified of these changes

14 however, no more than 20 per cent of the Fund s Net Asset Value may be invested in securities of issuers from Emerging Market Countries, Emerging European Countries and/or Emerging Asia/Pacific Countries. A maximum of 5 per cent of the Fund s Net Asset Value may be invested in warrants. A maximum of 10 per cent of the Fund s Net Asset Value may be invested in units or shares of other collective investment schemes within the meaning of Regulation 68(1)(e) of the UCITS Regulations. The Fund may also invest in certain types of derivatives, as described in the Investment Techniques and Instruments and Financial Derivative Instruments section herein, but only for efficient portfolio management purposes. Investors attention is drawn to the section in the Prospectus entitled Further Information on the Securities in Which the Funds May Invest. the Fund may invest up to 50 per cent of its Net Asset Value in securities of non-us Issuers, including securities of issuers in Emerging Market Countries. The Fund may have significant investments in mid- and small-cap companies with market capitalisations of less than US$5 billion (up to 100 per cent of its Net Asset Value). A maximum of 10 per cent of the Fund s Net Asset Value may be invested in units or shares of other collective investment schemes within the meaning of Regulation 68(1)(e) of the UCITS Regulations. The Fund may from time to time invest in debt securities, when the Sub-Investment Manager believes such securities provide a compelling yield opportunity while keeping with the Fund s overall objective of total return. The total amount invested in such assets will not exceed 20 per cent of the Fund s Net Asset Value. The debt securities in which the Fund invests may include securities that are not rated or are rated below Investment Grade, and may be issued by corporate or government issuers. However, the Fund does not intend to invest more than 10 per cent of its Net Asset Value in debt securities issued or guaranteed by any single sovereign issuer (including its government, public or local authority) which is rated below Investment Grade or unrated. The Fund does not intend to invest in mortgagebacked securities or asset-backed securities. The Fund may use certain types of derivatives, as described in the Investments Techniques and Instruments and Financial Derivative Instruments section in the Prospectus, for hedging purposes including, but not limited to, options, futures, options on futures and forward currency exchange contracts. Key Risks Synthetic Risk Reward Indicators (as of 30 November 2014): Class A Euro : 6 Class A US$ : 6 Class A US$ Distributing (A): 6 Class A (G) US$ : 6 Class GA Euro : 5 Class GA Euro Distributing (A): 5 Class GA US$ : 6 Class B US$ : 6 Class B US$ Distributing (A): 6 Class B (G) US$ : 6 Class C US$ : 6 Class C US$ Distributing (A): 6 Class GE Euro : 5 Class GE US$ : 6 Investors attention is drawn to the section in the Prospectus entitled Further Information on the Securities in Which the Funds May Invest. Synthetic Risk Reward Indicators (as of 30 November 2014 ): Class A Euro : 5 Class A US$ : 5 Class A US$ Distributing (A): 5 Class F US$ : 5 Class F Euro : 5 Class F Euro Distributing (A): 5 Class F US$ : 5 Class B US$ : 5 Class B US$ Distributing (A): 5 Class A US$ : 5 Class C US$ : 5 Class C US$ Distributing (A): 5 Class A Euro : 5 Class A US$ :

15 Class L (G) US$ : 6 Class A US$ : 5 Profile of a Typical Investor Total Net Assets Key Risks: Equity Risks Concentration Risk Custody and Settlement Risks The Fund could be a suitable investment for investors who are looking to invest in a fund that is seeking long-term capital appreciation and who are willing to accept fluctuations (sometimes significant) in the Net Asset Value per Share of the Fund during the short term. Key Risks: Equity Risks Risks of Micro, Small and Mid-Sized Companies Risks of Emerging Markets Risks of Master-Limited Partnerships Risks of Securities of Other Investment Companies and Exchange-Traded Funds - Business Development Companies Risks of REITs Currency Risks Custody and Settlement Risks The Fund could be a suitable investment for investors who are looking to invest in a fund that is seeking a high level of current income, as well as capital appreciation, and who are willing to accept fluctuations (sometimes significant) in the Net Asset Value per Share of the Fund. The Fund is suitable for long-term investors. US$90,605,147 as of 30 November 2014 US$31,508,519 as of 30 November 2014 Investments The following are the top ten holdings of the Fund as of 30 November 2014: The following are the top ten holdings of the Fund as of 30 November 2014: Securities Description Merck & Co. Inc. Novartis AG-ADR Citigroup Inc. JPMorgan Chase & Co. State Street Corp The Walt Disney Company Johnson & Johnson Chevron Corp The Boeing Company The Goldman Sachs Market value (US$) % of investments Securities Description 3,202, BNYMELLON CASH RES USD 3,161, Regal Entertainment 3,084, UNITED TECH 7.5% 8/1/15 2,801, Tal International Grp 2,575, Williams Cos Inc 2,543, Ares Capital Corp Market % of value (US$) investments 1,893, ,091, ,080, , , , ,435, Och-Ziff Capital Mngmnt 740, ,423, Verizon 636, Communications Inc. 2,304, AT&T Inc. 630, ,119, Dominion Resources, Inc. 612,

16 Listing Status Group, Inc. The following Share Classes of the Fund are listed on the Irish Stock Exchange: Class A US$ Class A US$ Distributing (A) Class B US$ Distributing (A) Class C US$ Distributing (A) No Share Classes of the Fund are listed on the Irish Stock Exchange

17 APPENDIX D SHARE CLASS COMPARISONS For each active Share Class of the FV Fund, the following tables indicate the Share Class of the TDI Fund into which it would merge and compares the investment management and shareholder servicing fees and total expense ratios ( TERs ) for the relevant Share Classes. For the FV Fund, the TERs are actual figures for the 12-month period ended 30 November 2014 calculated by dividing the total expenses by the average Net Asset Value for the 12-month period ended 30 November For the TDI Fund, the maximum investment management fees in the following table are lower than that disclosed in the Prospectus if the Merger is approved, the Company will reduce the maximum investment management fee to the numbers indicated in the following table, effective as of the Effective Date. These reduced fees will be reflected in the Prospectus at its next update. If the Merger is approved, the investment manager has agreed to further reduce its fees, and the shareholder servicing agents have agreed to reduce their fees, for the next 12 months following the Effective Date, to the extent necessary for the TERs to remain at the figures provided below. Therefore, if the Merger is approved, for the 12-month period ending 27 March 2016, the TERs for the TDI Fund will be no higher than the figures shown below for the TDI Fund. Legg Mason ClearBridge US Fundamental Value Fund Legg Mason ClearBridge Tactical Dividend Income Fund Share Class Maximum Investment Management Fee Shareholder Servicing Fees Total Expense Ratio Share Class Class A Euro 1.25% 0.35% 1.78% to merge into Class A Euro Class A US$ 1.25% 0.35% 1.75% to merge into Class A US$ Class A US$ Distributing (A) 1.25% 0.35% 1.75% to merge into Class A US$ Distributing (A) Class A (G) US$ 1.25% None 1.43% to merge into Class F US$ Class GA Euro 1.42% None 1.60% to merge into Class F Euro Maximum Investment Management Fee Shareholder Servicing Fees Total Expense Ratio 1.25% 0.35% 1.75% 1.25% 0.35% 1.75% 1.25% 0.35% 1.75% 1.00% None 1.15% 1.00% None 1.15% Class GA Euro Distributing (A) 1.42% None 1.60% to merge into Class F Euro Distributing (A) 1.00% None 1.15%

18 Legg Mason ClearBridge US Fundamental Value Fund Legg Mason ClearBridge Tactical Dividend Income Fund Share Class Maximum Investment Management Fee Shareholder Servicing Fees Total Expense Ratio Share Class Class GA US$ 1.42% None 1.60% to merge into Class F US$ Class B US$ 1.75% 0.35% 2.25% to merge into Class B US$ Class B US$ Distributing (A) 1.75% 0.35% 2.25% to merge into Class B US$ Distributing (A) Class B (G) US$ 1.75% None 1.93% to merge into Class A US$ Class C US$ 1.75% 0.35% 2.25% to merge into Class C US$ Class C US$ Distributing (A) 1.75% 0.35% 2.25% to merge into Class C US$ Distributing (A) Class GE Euro 2.17% None 2.35% to merge into Class A Euro Class GE US$ 2.17% None 2.35% to merge into Class A US$ Class L (G) US$ 1.75% None 1.93% to merge into Class A US$ Maximum Investment Management Fee Shareholder Servicing Fees Total Expense Ratio 1.00% None 1.15% 1.75% 0.35% 2.25% 1.75% 0.35% 2.25% 1.25% 0.35% 1.75% 1.75% 0.35% 2.25% 1.75% 0.35% 2.25% 1.25% 0.35% 1.75% 1.25% 0.35% 1.75% 1.25% 0.35% 1.75% There are no other proposed changes to the Combined Administration and Custodian Fee, Initial Sales Charge, Switching Fee, Redemption Fee and Contingent Deferred Sales Charge for the Funds, and such fees and charges are of the same rate for the two Funds

19 APPENDIX E KEY INVESTOR INFORMATION DOCUMENTS [see separate attachment]

20 APPENDIX F Paying Agents and Local Representatives FOR SWISS INVESTORS: REPRESENTATIVE AGENT First Independent Fund Services Ltd Klausstrasse 33 CH 8008 Zurich, Switzerland PAYING AGENT NPB Private Bank Ltd. Limmatquai 1/am Bellevue CH-8022 Zurich, Switzerland FOR UNITED KINGDOM INVESTORS: FACILITIES AGENT Legg Mason Investments (Europe) Limited 201 Bishopsgate London EC2M 3AB, United Kingdom FOR GERMAN INVESTORS: PAYING AND INFORMATION AGENT Marcard, Stein & Co. AG Ballindamm Hamburg, Germany FOR FRENCH INVESTORS: CENTRALISING CORRESPONDENT PAYING AGENT CACEIS Bank 1/3, Place Valhubert Paris, France FOR BELGIAN INVESTORS: PAYING AGENT JP Morgan Chase Bank, Brussels Branch Boulevard de Roi Albert II, 1210 Brussels, RC Brussels 626,253 FOR LUXEMBOURG INVESTORS: PAYING AGENT J.P. Morgan Bank Luxembourg S.A. European Bank & Business Centre 6, Route de Treves AND L-2338 Senningerberg, Grand Duchy of Luxembourg FOR SWEDISH INVESTORS: PAYING AGENT Skandinaviska Enskilda Banken AB (publ) Sergels Torg 2, SE Stockholm, Sweden FOR AUSTRIAN INVESTORS: PAYING AGENT UniCredit Bank Austria AG Schottengasse Vienna, Austria FOR SPANISH INVESTORS: REPRESENTATIVE AGENT Allfunds Bank, S.A. Calle Estafeta, 6 (La Moraleja) Edificio 3 Complejo Plaza de la Fuente Alcobendas Madrid, Spain FOR ITALIAN INVESTORS: CORRESPONDENT BANK BNP Paribas Securities Services (Milan) Via Ansperto 5, Milan Italy PAYING AGENT AND INVESTOR RELATIONS MANAGER Allfunds Bank S.A. Estafeta, 6 (La Moraleja) Complejo Plaza de la Fuente Edificio 3 C.P Alocbendas, Madrid Spain FOR SINGAPORE INVESTORS: REPRESENTATIVE AGENT Legg Mason Asset Management Singapore Pte. Limited 1 George Street, # Singapore

21 FOR TAIWAN INVESTORS: MASTER AGENT Legg Mason Investments (Taiwan) Ltd. 55th Floor-1, Taipei 101 Tower No. 7 Xin Yi Road Section 5, Taipei, 110 Taiwan FOR GREEK INVESTORS: PAYING AND REPRESENTATIVE AGENT Citibank International plc Greece Branch 54 Sygrou Avenue Athens, Greece