Supplemental Prospectus for Legg Mason Global Funds plc

The date of this Supplement is 17 June 2019.

This Supplemental Prospectus contains information specific to the Legg Mason Global Funds plc (the “Company”). The Company is an umbrella fund with segregated liability between sub-funds, established as an open-ended, variable capital investment company incorporated with limited liability under the laws of Ireland. The Company is authorised by the Central Bank of Ireland as a UCITS under the UCITS Regulations.

This Supplemental Prospectus forms part of and should be read in conjunction with the Base Prospectus of the Company dated 22 March 2019 and is incorporated herein. All capitalised terms used in this Supplemental Prospectus and not otherwise defined herein shall have the meanings set forth in the Base Prospectus.

The Directors of the Company accept responsibility for the information contained in the Base Prospectus and this Supplemental Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly.

* * *

The definitions for “Bloomberg Barclays EM Local Currency Government Index”, “Bloomberg Barclays Global Treasury Index” and “Bloomberg Barclays 60/40 Sovereign Credit Index” on page 12 of the Base Prospectus are deleted and replaced by the following:

“Bloomberg Barclays EM Local Currency Government Custom Index ex CNY” is an index that measures the performance of local currency emerging markets debt. Eligibility for this index is rules-based and reviewed annually using World Bank income groups, International Monetary Fund classifications and additional considerations such as market size and investability. The maximum weight per country is 16.6667%. CNY exposure is not permitted.

“Bloomberg Barclays Global Treasury Custom Index” is an index that tracks fixed-rate, local currency government debt of investment grade countries, including both developed and emerging markets. The index represents the treasury sector of the Bloomberg Barclays Global Aggregate Bond Index and excludes any emerging market countries. The three major components of this index are the US Treasury Index, the Pan-European Treasury Index and the Asian-Pacific Treasury Index. The maximum weight per country is 25%.

“Bloomberg Barclays 60/40 Sovereign Credit Index ex CNY” is an unhedged bespoke blend of the Bloomberg Barclays EM Local Currency Government Custom Index ex CNY and the Bloomberg Barclays Global Treasury Custom Index ex CNY. The weighting between the Bloomberg Barclays EM Local Currency Government Custom Index ex CNY and the Bloomberg Barclays Global Treasury Custom Index ex CNY are fixed at 60% and 40%, respectively, and the maximum weight per country is 10%. Non-investment grade countries are excluded from the index.

The following definition for “CNY” is added to the Definitions section of the Base Prospectus after “CNH”: “CNY” means the onshore Chinese renminbi;

All references in the Base Prospectus to the Bloomberg Barclays EM Local Currency Government Index are replaced by the Bloomberg Barclays EM Local Currency Government Custom Index ex CNY. All references in the Base Prospectus to the Bloomberg Barclays Global Treasury Index are replaced by the Bloomberg Barclays Global Treasury Custom Index. All references in the Base Prospectus to the Bloomberg Barclays 60/40 Sovereign Credit Index are replaced by the Bloomberg Barclays 60/40 Sovereign Credit Index ex CNY.

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ProspectXs

Legg Mason Global Funds Plc

An investment company with variable capital incorporated with limited liability in Ireland with registered number 278601 and established as an umbrella fund with segregated liability between sub-funds

22 March 2019

The Directors of the Company whose names appear on page vii accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

A list of the Funds that are the subject of this Prospectus is set out in a Supplemental Prospectus, and details regarding each such Fund are set out in the relevant Supplement.

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY AND THE FUNDS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT YOUR BROKER, INTERMEDIARY, BANK MANAGER, LEGAL ADVISER, ACCOUNTANT OR OTHER FINANCIAL ADVISER.

Certain terms used in this Prospectus are defined under the “Definitions” section herein.

CENTRAL BANK AUTHORISATION

The Company has been authorised by the Central Bank as a UCITS within the meaning of the UCITS Regulations. The authorisation of the Company is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. Authorisation of the Company by the Central Bank does not constitute a warranty by the Central Bank as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company.

INVESTMENT RISKS

There can be no assurance that the Funds will achieve their investment objectives. It should be noted that the value of Shares may go down as well as up. Investing in a Fund involves investment risks, including possible loss of the amount invested. The capital return and income of a Fund are based on the capital appreciation and income on its investments, less expenses incurred. Therefore, the Funds’ returns may be expected to fluctuate in response to changes in such capital appreciation or income. An investment in the Funds should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. In view of the facts that a commission of up to 5% of the subscription monies may be payable on subscriptions for the A Share Class (excepting the Grandfathered Share Classes) and D Share Class, and of up to 2.5% of the subscription monies on subscriptions for E Share Classes, that a contingent deferred sales charge may be payable on redemptions of B Share Classes and C Share Classes, and that a dilution adjustment may be applied to all Share Classes of all Funds (other than the Money Market Funds), an investment in such Shares should be regarded as a medium- to long-term investment. It should also be noted that the Distributing Plus (e) and Distributing Plus (u) Share Classes, which are offered by certain Funds, may charge certain fees and expenses to capital rather than income, and there is an increased risk that investors in these Share Classes may not receive back the full amount invested when redeeming their holding. It should also be noted that the Distributing Plus Share Classes, which are offered by certain Funds, may distribute dividends out of capital, and there is an increased risk that capital will be eroded and the distribution will be achieved by forgoing the potential for future capital growth of the investment of the Shareholders of these Share Classes. The value of future returns in such Share Classes may also be diminished. This cycle may continue until all capital is depleted. Investors’ attention is drawn to the specific risk factors set out under the “Risk Factors” section herein.

SELLING RESTRICTIONS

GENERAL: The distribution of this Prospectus and the offering or purchase of the Shares may be restricted in certain jurisdictions. No persons receiving a copy of this Prospectus or the accompanying application form in any such jurisdiction may treat this Prospectus or such application form as constituting an invitation to them to subscribe for Shares, nor should they in any event use such application form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such application form could lawfully be used without compliance with any registration or other legal requirements. Accordingly, this Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Shares pursuant to this Prospectus to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction.

Prospective applicants for Shares should inform themselves as to the legal requirements of so applying and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence, incorporation or domicile. The following paragraphs describe restrictions on offers and sales of the Shares in particular jurisdictions; however, the jurisdictions mentioned are not exhaustive, and offers and sales of Shares in other jurisdictions may be prohibited or restricted.

THE UNITED STATES OF AMERICA:

THE SHARES HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “1933 ACT”), AND THE COMPANY HAS NOT BEEN REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940 (THE “1940 ACT”). THE SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS OR TO US PERSONS. THE SHARES MAY ONLY BE OFFERED AND SOLD TO NON-UNITED STATES PERSONS.

NOTICE TO RESIDENTS OF ARGENTINA:

THE SHARES OF THE FUNDS OFFERED HEREIN HAVE NOT BEEN SUBMITTED TO THE COMISIÓN NACIONAL DE VALORES (“CNV”) FOR APPROVAL. ACCORDINGLY, THE SHARES MAY NOT BE OFFERED OR SOLD TO THE PUBLIC IN ARGENTINA. THIS PROSPECTUS (AND ANY INFORMATION CONTAINED HEREIN) MAY NOT BE USED OR SUPPLIED TO THE PUBLIC IN CONNECTION WITH ANY PUBLIC OFFER OR SALE OF SHARES IN ARGENTINA.

NOTICE TO RESIDENTS OF AUSTRALIA:

THIS PROSPECTUS IS NOT A PROSPECTUS OR PRODUCT DISCLOSURE STATEMENT UNDER THE CORPORATIONS ACT 2001 (CTH) (CORPORATIONS ACT) AND DOES NOT CONSTITUTE A RECOMMENDATION TO ACQUIRE, AN INVITATION TO APPLY FOR, AN OFFER TO APPLY FOR OR BUY, AN OFFER TO ARRANGE THE ISSUE OR SALE OF, OR AN OFFER FOR ISSUE OR SALE OF, ANY SECURITIES IN AUSTRALIA, EXCEPT AS SET OUT BELOW. THE FUND HAS NOT AUTHORISED NOR TAKEN ANY ACTION TO PREPARE OR LODGE WITH THE AUSTRALIAN SECURITIES & INVESTMENTS COMMISSION AN AUSTRALIAN LAW COMPLIANT PROSPECTUS OR PRODUCT DISCLOSURE STATEMENT. ACCORDINGLY, THIS PROSPECTUS MAY NOT BE ISSUED OR DISTRIBUTED IN AUSTRALIA AND THE SHARES IN THE FUND MAY NOT BE OFFERED, ISSUED, SOLD OR DISTRIBUTED IN AUSTRALIA BY ANY PERSON UNDER THIS PROSPECTUS OTHER THAN BY WAY OF OR PURSUANT TO AN OFFER OR INVITATION THAT DOES NOT NEED DISCLOSURE TO INVESTORS UNDER PART 6D.2 OR PART 7.9 OF THE CORPORATIONS ACT, WHETHER BY REASON OF THE INVESTOR BEING A 'WHOLESALE CLIENT' (AS DEFINED IN SECTION 761G OF THE CORPORATIONS ACT AND APPLICABLE REGULATIONS) OR OTHERWISE. THIS PROSPECTUS DOES NOT CONSTITUTE OR INVOLVE A RECOMMENDATION TO ACQUIRE, AN OFFER OR INVITATION FOR ISSUE OR SALE, AN OFFER OR INVITATION TO ARRANGE THE ISSUE OR SALE, OR AN ISSUE OR SALE, OF SHARES TO A 'RETAIL CLIENT' (AS DEFINED IN SECTION 761G OF THE CORPORATIONS ACT AND APPLICABLE REGULATIONS) IN AUSTRALIA.

NOTICE TO RESIDENTS OF THE BAHAMAS:

SHARES SHALL NOT BE OFFERED OR SOLD INTO THE BAHAMAS EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE AN OFFER TO THE PUBLIC. SHARES MAY NOT BE OFFERED OR SOLD OR OTHERWISE DISPOSED OF IN ANY WAY TO PERSONS DEEMED BY THE CENTRAL BANK OF THE BAHAMAS (THE “BANK”) AS RESIDENT FOR EXCHANGE CONTROL PURPOSES WITHOUT THE PRIOR WRITTEN PERMISSION OF THE BANK.

NOTICE TO RESIDENTS OF BERMUDA:

SHARES MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE PROVISIONS OF THE INVESTMENT BUSINESS ACT OF 2003 OF BERMUDA WHICH REGULATES THE SALE OF SECURITIES IN BERMUDA. ADDITIONALLY, NON-BERMUDIAN PERSONS (INCLUDING COMPANIES) MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE PERMITTED TO DO SO UNDER APPLICABLE BERMUDA LEGISLATION.

NOTICE TO RESIDENTS OF BRAZIL:

THE SHARES OFFERED HEREIN MAY NOT BE OFFERED OR SOLD TO THE PUBLIC IN BRAZIL. ACCORDINGLY, THIS OFFERING OF SHARES HAS NOT BEEN SUBMITTED TO THE COMISSAO DE VALORES MOBILIÁRIOS (“CVM”) FOR APPROVAL. DOCUMENTS RELATING TO SUCH OFFERING, AS WELL AS THE INFORMATION CONTAINED HEREIN AND THEREIN MAY NOT BE SUPPLIED TO THE PUBLIC, AS A PUBLIC OFFERING TO THE PUBLIC OR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE TO THE PUBLIC IN BRAZIL.

NOTICE TO RESIDENTS OF COSTA RICA:

THIS IS AN INDIVIDUAL AND PRIVATE OFFER WHICH IS MADE IN COSTA RICA UPON RELIANCE ON AN EXEMPTION FROM REGISTRATION BEFORE THE GENERAL SUPERINTENDENCY OF SECURITIES (“SUGEVAL”), PURSUANT TO ARTICLE 6 OF THE REGULATIONS ON THE PUBLIC OFFERING OF SECURITIES (“REGLAMENTO SOBRE OFERTA PÚBLICA DE VALORES”). THIS INFORMATION IS CONFIDENTIAL, AND IS NOT TO BE REPRODUCED OR DISTRIBUTED TO THIRD PARTIES AS THIS IS NOT A PUBLIC OFFERING OF SECURITIES IN COSTA RICA. THE PRODUCT BEING OFFERED IS NOT INTENDED FOR THE COSTA RICAN PUBLIC OR MARKET AND NEITHER IS IT REGISTERED OR WILL BE REGISTERED BEFORE THE SUGEVAL, NOR CAN IT BE TRADED IN THE SECONDARY MARKET.

NOTICE TO RESIDENTS OF HONG KONG:

THIS PROSPECTUS HAS NOT BEEN REGISTERED BY THE REGISTRAR OF COMPANIES IN HONG KONG. THE FUNDS ARE COLLECTIVE INVESTMENT SCHEMES AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG KONG) (THE “SFO”), HOWEVER ONLY CERTAIN FUNDS HAVE BEEN AUTHORISED BY THE SECURITIES AND FUTURES COMMISSION IN HONG KONG (“HKSFC”) PURSUANT TO SECTION 104 OF THE SFO, FOR WHICH A SEPARATE HONG KONG OFFERING DOCUMENT HAS BEEN PREPARED. ACCORDINGLY, SHARES OF THE FUNDS THAT HAVE NOT BE SO AUTHORISED BY THE SFC MAY ONLY BE OFFERED OR SOLD IN HONG KONG TO PERSONS WHO ARE “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO (AND ANY RULES MADE UNDER THE SFO) OR IN OTHER CIRCUMSTANCES WHICH DO NOT OTHERWISE CONTRAVENE THE SFO.

IN ADDITION, THIS PROSPECTUS MAY ONLY BE DISTRIBUTED, CIRCULATED OR ISSUED TO PERSONS WHO ARE “PROFESSIONAL INVESTORS” UNDER THE SFO (AND ANY RULES MADE THEREUNDER) OR AS OTHERWISE PERMITTED UNDER THE HONG KONG LAWS.

NOTICE TO RESIDENTS OF ISRAEL:

THIS PROSPECTUS HAS NOT BEEN APPROVED BY THE ISRAEL SECURITIES AUTHORITY AND WILL ONLY BE DISTRIBUTED TO ISRAELI RESIDENTS IN A MANNER THAT WILL NOT CONSTITUTE "AN OFFER TO THE PUBLIC" UNDER SECTIONS 15 AND 15A OF THE ISRAEL SECURITIES LAW, 5728-1968 ("THE SECURITIES LAW") OR SECTION 25 OF THE JOINT INVESTMENT TRUSTS LAW, 5754-1994 ("THE JOINT INVESTMENT TRUSTS LAW "), AS APPLICABLE.)

THIS PROSPECTUS MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE, NOR BE FURNISHED TO ANY OTHER PERSON OTHER THAN THOSE TO WHOM COPIES HAVE BEEN SENT. ANY OFFEREE WHO PURCHASES SHARES IS PURCHASING SUCH SHARES FOR ITS OWN BENEFIT AND ACCOUNT AND NOT WITH THE AIM OR INTENTION OF DISTRIBUTING OR OFFERING SUCH SHARES TO OTHER PARTIES (OTHER THAN, IN THE CASE OF AN OFFEREE WHICH IS A SOPHISTICATED INVESTOR BY VIRTUE OF IT BEING A BANKING CORPORATION, PORTFOLIO MANAGER OR MEMBER OF THE TEL-AVIV STOCK EXCHANGE, AS DEFINED IN THE ADDENDUM, WHERE SUCH OFFEREE IS PURCHASING SHARES FOR ANOTHER PARTY WHICH IS A SOPHISTICATED INVESTOR). NOTHING IN THIS PROSPECTUS SHOULD BE CONSIDERED INVESTMENT ADVICE OR INVESTMENT MARKETING AS DEFINED IN THE REGULATION OF INVESTMENT COUNSELLING, INVESTMENT MARKETING AND PORTFOLIO MANAGEMENT LAW, 5755-1995.

INVESTORS ARE ENCOURAGED TO SEEK COMPETENT INVESTMENT COUNSELLING FROM A LOCALLY LICENSED INVESTMENT COUNSEL PRIOR TO MAKING THE INVESTMENT. AS A PREREQUISITE TO THE RECEIPT OF A COPY OF THIS PROSPECTUS A RECIPIENT MAY BE REQUIRED BY THE FUNDS TO PROVIDE CONFIRMATION THAT IT IS A SOPHISTICATED INVESTOR PURCHASING SHARES FOR ITS OWN ACCOUNT OR, WHERE APPLICABLE, FOR OTHER SOPHISTICATED INVESTORS.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL TO OR SOLICITATION OF AN OFFER TO BUY FROM ANY PERSON OR PERSONS IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO A PERSON OR PERSONS TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

NOTICE TO RESIDENTS OF JAPAN

THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED PURSUANT TO ARTICLE 4, PARAGRAPH 1 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED) AND, ACCORDINGLY, NONE OF THE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT, OF ANY JAPANESE PERSON OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO ANY JAPANESE PERSON EXCEPT UNDER CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND GUIDELINES PROMULGATED BY THE RELEVANT JAPANESE GOVERNMENTAL AND REGULATORY AUTHORITIES AND IN EFFECT AT THE RELEVANT TIME. FOR THIS PURPOSE, A “JAPANESE PERSON” MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANISED UNDER THE LAWS OF JAPAN.

NOTICE TO RESIDENTS OF MEXICO:

THE SHARES OFFERED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL REGISTRY OF SECURITIES, MAINTAINED BY THE MEXICAN NATIONAL BANKING COMMISSION AND, AS A RESULT, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE FUNDS AND ANY DEALER MAY OFFER AND SELL THE SHARES IN MEXICO, TO INSTITUTIONAL AND ACCREDITED INVESTORS, ON A PRIVATE PLACEMENT BASIS, PURSUANT TO ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW.

NOTICE TO RESIDENTS OF SINGAPORE:

CERTAIN FUNDS OF THE COMPANY (THE “RESTRICTED FUNDS”) HAVE BEEN ENTERED INTO THE LIST OF RESTRICTED SCHEMES MAINTAINED BY THE MONETARY AUTHORITY OF SINGAPORE (THE “MAS”) FOR PURPOSE OF RESTRICTED OFFER IN SINGAPORE PURSUANT TO SECTION 305 OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SFA”). THE LIST OF RESTRICTED FUNDS MAY BE ACCESSED AT: HTTPS://ESERVICES.MAS.GOV.SG/CISNETPORTAL/JSP/LIST.JSP OR AT SUCH OTHER WEBSITE AS MAY BE DIRECTED BY THE MAS.

IN ADDITION, CERTAIN FUNDS (WHICH MAY INCLUDE RESTRICTED FUNDS) HAVE BEEN RECOGNISED IN SINGAPORE FOR OFFER TO THE RETAIL PUBLIC (THE “RECOGNISED FUNDS”). PLEASE REFER TO THE SINGAPORE PROSPECTUS REGISTERED BY THE MAS RELATING TO THE RECOGNISED FUNDS (THE “SINGAPORE RETAIL PROSPECTUS”) FOR THE LIST OF FUNDS WHICH ARE RECOGNISED FUNDS. THE SINGAPORE RETAIL PROSPECTUS MAY BE OBTAINED FROM THE RELEVANT APPOINTED DISTRIBUTORS.

THIS PROSPECTUS RELATES SOLELY TO THE RESTRICTED OFFER OR INVITATION OF THE SHARES OF THE RESTRICTED FUNDS. SAVE FOR THE RESTRICTED FUNDS WHICH ARE ALSO RECOGNISED FUNDS, THE RESTRICTED FUNDS ARE NOT AUTHORISED UNDER SECTION 286 OF THE SFA OR RECOGNISED UNDER SECTION 287 OF THE SFA BY THE MAS AND SHARES OF THE RESTRICTED FUNDS ARE NOT ALLOWED TO BE OFFERED TO THE RETAIL PUBLIC.

THIS PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIAL ISSUED TO YOU IN CONNECTION WITH THE RESTRICTED OFFER OR SALE OF THE RESTRICTED FUNDS IS NOT A PROSPECTUS AS DEFINED IN THE SFA. ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF PROSPECTUSES DOES NOT APPLY. YOU SHOULD CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR YOU.

THIS PROSPECTUS HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MAS. ACCORDINGLY, THIS PROSPECTUS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE RESTRICTED OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF SHARES OF THE RESTRICTED FUNDS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY SHARES OF THE RESTRICTED FUNDS BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE PURSUANT TO THIS PROSPECTUS, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA AND THE SECURITIES AND FUTURES (CLASSES OF INVESTORS) REGULATIONS 2018) UNDER SECTION 304 OF THE SFA, (II) TO A RELEVANT PERSON (AS DEFINED IN SECTION 305(5) OF THE SFA AND THE SECURITIES AND FUTURES (CLASSES OF INVESTORS) REGULATIONS 2018) PURSUANT TO SECTION 305(1), OR ANY PERSON PURSUANT TO SECTION 305(2), AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 305, OF THE SFA, OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA. ANY RESTRICTED OFFER OF A RECOGNISED FUND MADE TO YOU PURSUANT TO THIS PROSPECTUS IS MADE UNDER AND IN RELIANCE ON SECTION 304 OR SECTION 305 OF THE SFA, UNLESS OTHERWISE NOTIFIED TO YOU IN WRITING.

WHERE SHARES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 305 OF THE SFA BY A RELEVANT PERSON WHICH IS:

(A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA AND THE SECURITIES AND FUTURES (CLASSES OF INVESTORS) REGULATIONS 2018)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR

(B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY OF THE TRUST IS AN INDIVIDUAL WHO IS AN ACCREDITED INVESTOR,

SECURITIES (AS DEFINED IN THE SFA) OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERRED WITHIN SIX MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE SHARES PURSUANT TO AN OFFER MADE UNDER SECTION 305 OF THE SFA EXCEPT:

(1) TO AN INSTITUTIONAL INVESTOR OR TO A RELEVANT PERSON, OR TO ANY PERSON ARISING FROM AN OFFER REFERRED TO IN SECTION 275(1A) OR SECTION 305A(3)(I)(B) OF THE SFA;

(2) WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER;

(3) WHERE THE TRANSFER IS BY OPERATION OF LAW;

(4) AS SPECIFIED IN SECTION 305A(5) OF THE SFA; OR

(5) AS SPECIFIED IN REGULATION 36 OF THE SECURITIES AND FUTURES (OFFERS OF INVESTMENTS) (COLLECTIVE INVESTMENT SCHEMES) REGULATIONS 2005 OF SINGAPORE.

THE SHARES ARE CAPITAL MARKETS PRODUCTS OTHER THAN PRESCRIBED CAPITAL MARKETS PRODUCTS (AS DEFINED IN THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018) AND SPECIFIED INVESTMENT PRODUCTS (AS DEFINED IN MAS

NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA- N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).

IMPORTANT INFORMATION FOR RESIDENTS OF SINGAPORE

1. THE RESTRICTED FUNDS ARE REGULATED BY THE CENTRAL BANK OF IRELAND UNDER THE EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS 2011 AS AMENDED AND ANY RULES FROM TIME TO TIME ADOPTED BY THE CENTRAL BANK OF IRELAND PURSUANT THERETO. THE CONTACT DETAILS OF THE CENTRAL BANK OF IRELAND ARE AS FOLLOWS:

ADDRESS: CENTRAL BANK OF IRELAND, NEW WAPPING STREET, NORTH WALL QUAY, DUBLIN 1, IRELAND

TELEPHONE NO.: +353 1 224 6000

FACSIMILE NO.: +353 1 671 5550

2. LEGG MASON INVESTMENTS (IRELAND) LIMITED IS INCORPORATED IN IRELAND AND REGULATED BY THE CENTRAL BANK OF IRELAND. THE CONTACT DETAILS OF THE CENTRAL BANK OF IRELAND ARE SET OUT IN THE PRECEDING PARAGRAPH.

3. BNY MELLON TRUST COMPANY (IRELAND) LIMITED, BEING THE DEPOSITARY OF THE FUNDS, INCLUDING THE RESTRICTED FUNDS, IS REGULATED BY THE CENTRAL BANK OF IRELAND.

4. INFORMATION ON THE PAST PERFORMANCE AND ACCOUNTS OF THE RESTRICTED FUNDS, WHEN AVAILABLE, MAY BE OBTAINED FROM LEGG MASON ASSET MANAGEMENT SINGAPORE PTE. LIMITED.

PLEASE NOTE THAT FUNDS OTHER THAN THE RESTRICTED FUNDS ARE NOT AVAILABLE TO INVESTORS IN SINGAPORE PURSUANT TO THIS PROSPECTUS AND REFERENCES TO SUCH FUNDS IN THIS PROSPECTUS ARE NOT AND SHOULD NOT BE CONSTRUED AS AN OFFER OF SHARES OF SUCH FUNDS IN SINGAPORE PURSUANT TO THIS PROSPECTUS.

NOTICE TO RESIDENTS OF SOUTH AFRICA:

THIS PROSPECTUS IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE AN OFFER, INVITATION OR SOLICITATION BY ANY PERSON TO MEMBERS OF THE PUBLIC TO INVEST OR ACQUIRE SHARES IN THE FUNDS. THIS PROSPECTUS IS NOT AN OFFER IN TERMS OF THE COMPANIES ACT, 2008. ACCORDINGLY THIS PROSPECTUS DOES NOT, NOR IS IT INTENDED TO, CONSTITUTE A PROSPECTUS PREPARED AND REGISTERED UNDER THE COMPANIES ACT. THE COMPANY IS A FOREIGN COLLECTIVE INVESTMENT SCHEME AS CONTEMPLATED BY SECTION 65 OF THE COLLECTIVE INVESTMENT SCHEMES CONTROL ACT, 2002 AND IS NOT APPROVED IN TERMS OF THAT ACT.

NOTICE TO RESIDENTS OF NEW ZEALAND:

THIS PROSPECTUS IS NOT A PRODUCT DISCLOSURE STATEMENT FOR THE PURPOSES OF THE FINANCIAL MARKETS CONDUCT ACT 2013 (THE FMCA) AND DOES NOT CONTAIN ALL THE INFORMATION TYPICALLY INCLUDED IN SUCH OFFERING DOCUMENTATION. THIS OFFER OF SHARES DOES NOT CONSTITUTE A “REGULATED OFFER” FOR THE PURPOSES OF THE FMCA AND, ACCORDINGLY, THERE IS NEITHER A PRODUCT DISCLOSURE STATEMENT NOR A REGISTER ENTRY AVAILABLE IN RESPECT OF THE OFFER. SHARES MAY ONLY BE OFFERED IN NEW ZEALAND IN ACCORDANCE WITH THE FMCA AND THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014.

NOTICE TO RESIDENTS OF TAIWAN:

THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN TAIWAN. ONLY CERTAIN FUNDS REFERRED TO IN THIS PROSPECTUS HAVE BEEN APPROVED BY THE TAIWAN FINANCIAL SUPERVISORY COMMISSION (FSC) FOR

OFFERING OR SALE TO THE RETAIL PUBLIC IN TAIWAN, PURSUANT TO A SEPARATE TAIWAN OFFERING DOCUMENT.

IN RELATION TO THE OTHER FUNDS THAT ARE NOT REGISTERED IN TAIWAN (THE “UNREGISTERED FUNDS”), SUCH UNREGISTERED FUNDS ARE NOT ALLOWED TO BE SOLD, ISSUED OR OFFERED TO ANY OTHER PERSONS IN TAIWAN, EXCEPT IN THE FOLLOWING CIRCUMSTANCES:

1) ON A PRIVATE PLACEMENT BASIS, TO CERTAIN “QUALIFIED INSTITUTIONS” AND OTHER ENTITIES OR INDIVIDUALS MEETING SPECIFIC CRITERIA PURSUANT TO THE PRIVATE PLACEMENT PROVISIONS UNDER THE TAIWAN RULES GOVERNING OFFSHORE FUNDS; OR

2) THROUGH OFFSHORE BANKING UNIT (“OBU”)/OFFSHORE SECURITY UNIT (“OSU”) IN TAIWAN TO “QUALIFIED OFFSHORE INVESTORS” ONLY (AS PERMITTED UNDER THE TAIWAN OFFSHORE BANKING ACT AND CORRESPONDING REGULATIONS), FOR WHICH CERTAIN LEGG MASON ENTITIES HAVE BEEN AUTHORISED TO DISTRIBUTE THE FUNDS AS AN APPOINTED DISTRIBUTOR; SUCH LEGG MASON ENTITY MAY NOT BE LICENSED OR REGISTERED IN TAIWAN DIRECTLY HOWEVER LEGG MASON INVESTMENTS (TAIWAN) LIMITED IS APPROVED BY THE FSC AS THE APPOINTED LOCAL SERVICE AGENT OF THESE LEGG MASON ENTITIES IN RELATION TO OBU/OSU SERVICES.

3) BY LEGG MASON INVESTMENTS (TAIWAN) LIMITED (PURSUANT TO AN APPROVAL FROM THE FSC), TO “QUALIFIED PROFESSIONAL INSTITUTIONS” (WHO ARE QUALIFED UNDER ARTICLE 4 OF THE TAIWAN FINANCIAL CONSUMER PROTECTION ACT), WHERE SUCH UNREGISTERED FUND ALSO MEETS CERTAIN CRITERIA PRESCRIBED BY THE TAIWAN RULES AND REGULATIONS, FROM TIME TO TIME.

ACCORDINGLY, THIS PROSPECTUS IS INTENDED ONLY FOR THE CATEGORIES OF PERSONS STATED ABOVE AND SHOULD NOT BE DISTRIBUTED TO ANY MEMBER OF THE PUBLIC IN TAIWAN. IT DOES NOT CONSTITUTE A RECOMMENDATION, OFFER OR INVITATION TO THE PUBLIC TO PURCHASE ANY SHARES IN THE FUND(S) IN TAIWAN. ANY RESALE OR TRANSFER OF THE SHARES OF THE UNREGISTERED FUND(S) IS RESTRICTED EXCEPT AS OTHERWISE PERMITTED BY RELEVANT REGULATIONS.

NOTICE TO RESIDENTS OF URUGUAY:

THE OFFERING OF SHARES OF THE FUNDS CONSTITUTES A PRIVATE PLACEMENT, AND THE SHARES WILL NOT BE REGISTERED WITH THE CENTRAL BANK OF URUGUAY. THE SHARES BEING DISTRIBUTED CORRESPOND TO THE INVESTMENT FUNDS THAT ARE NOT INVESTMENT FUNDS REGULATED BY URUGUAYAN LAW 16,674 DATED SEPTEMBER 27, 1996, AS AMENDED.

NOTICE TO RESIDENTS OF VENEZUELA:

UNDER THE LAWS OF THE REPÚBLICA BOLIVARIANA DE VENEZUELA, NO PUBLIC OFFER OF THE SECURITIES DESCRIBED IN THIS PROSPECTUS MAY TAKE PLACE WITHOUT THE PRIOR APPROVAL OF THE NATIONAL SECURITIES COMMISSION IN VENEZUELA. THIS PROSPECTUS MAY NOT BE PUBLICLY DISTRIBUTED WITHIN THE TERRITORY OF THE REPÚBLICA BOLIVARIANA DE VENEZUELA.

MARKETING RULES

Shares are offered only on the basis of the information contained in the current Prospectus, the latest audited annual accounts of the Company and the latest half-yearly report of the Company.

Any further information or representation given or made by any dealer, salesman or other person should be disregarded and accordingly should not be relied upon. Neither the delivery of this Prospectus nor the offer, issue or sale of Shares shall, under any circumstances, constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date of this Prospectus. Statements made in this Prospectus are based on the law and practice currently in force in Ireland and are subject to changes therein.

This Prospectus may be translated into other languages provided that any such translation shall be a direct translation of the English text. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in translation, the English text shall prevail and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the law of Ireland. A country supplement, meaning a document used specifically for the offering of Shares of one or more Funds in a particular jurisdiction, may be available for certain jurisdictions where the Funds are offered for sale. Each such country supplement shall form part of, and should be read in conjunction with, this Prospectus.

This Prospectus should be read in its entirety before making an application for Shares.

LEGG MASON GLOBAL FUNDS PLC

INDEX

DEFINITIONS 14

INTRODUCTION 25

Further Information on the Securities in which the Funds May Invest 26

Regulated Markets 34

Adherence to Investment Objective and Policies 34

Use of Temporary Defensive Measures 34

Distributions 34

Investment Restrictions 36

Investment Techniques and Instruments and Financial Derivative Instruments 36

RISK FACTORS 52

FEES AND EXPENSES 75

ADMINISTRATION OF THE COMPANY 78

Determination of Net Asset Value 78

Subscription Price 80

Minimum Subscription Amounts and Initial Offer Prices 80

Subscription Procedures 81

Contract Notes and Certificates 84

Redemption Procedures 84

Contingent Deferred Sales Charge 85

Mandatory Redemption of Shares and Forfeiture of Dividend 88

Transfers of Shares 89

Exchanges of Shares 89

Umbrella Cash Accounts 91

Publication of the Price of the Shares 91

Settlement Procedures 92

Temporary Suspension of Valuation of the Shares and Sales and Redemptions 92

MANAGEMENT AND ADMINISTRATION 93

The Board of Directors 93

The Manager 94

The Investment Managers and Sub-Investment Managers 95

The Administrator 97

The Depositary 98

The Shareholder Servicing Agents 99

The Distributors 99

TAXATION 100

Irish Tax Considerations 100

Application of FATCA under the Irish IGA 107

Automatic Exchange of Information 107

US Federal Tax Considerations 108

Chinese Tax Considerations 111

Other Tax Considerations 113

GENERAL 113

Conflicts of Interest and Best Execution 113

The Share Capital 115

The Funds and Segregation of Liability 116

Remuneration Policy of the Manager 117

Minimum Viable Size 117

Termination 117

Meetings 118

Reports 119

Complaints 119

Miscellaneous 119

Material Contracts 120

Supply and Inspection of Documents 120

Schedule I – Paying Agents and Representative Agents 121

Schedule II – Investment Restrictions 123

Schedule III – The Regulated Markets 132

Schedule IV – Ratings of Securities 137

Schedule V – Share Classes Offered 141

Schedule VI – Definition of “US Person” 145

Schedule VII – Definition of “US Reportable Person” 147

Schedule VIII – Sub-delegates appointed by The Bank of New York Mellon SA/NV or The Bank of New York Mellon 148

Schedule IX – Minimum Subscription Amounts 152

Enclosures: Application Form and Declaration Form

DEFINITIONS

In this Prospectus the following words and phrases shall have the meanings indicated below:

“1933 Act” means the US Securities Act of 1933, as amended;

“1940 Act” means the US Investment Company Act of 1940, as amended;

“Accumulating Share Classes” means any Share Class that includes the term “Accumulating” in its name;

“Administrator” means BNY Mellon Fund Services (Ireland) Designated Activity Company;

“Administration Agreement” means the agreement dated 22 March 2019 between the Company, the Manager and BNY Mellon Fund Services (Ireland) Designated Activity Company, and any subsequent amendments thereto, pursuant to which the latter was appointed administrator of the Company;

“Affiliated Funds” means certain sub-funds not within the Company as determined by the Directors from time to time and that are managed by affiliates of the Investment Managers;

“Articles of Association” means the articles of association of the Company;

“AUD” means Australian Dollars, the lawful currency of Australia;

“Australian Issuers” means issuers that have their seat or registered office is in Australia or that conduct a predominant portion of their activities in Australia;

“Base Currency” means the base currency of a Fund as specified in the relevant Supplement;

“Base Prospectus” means this prospectus relating to the Company, as amended from time to time;

“Benchmarks Regulation” means Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014;

“Bloomberg Barclays EM Local Currency Government Index” is an index that measures the performance of local currency emerging markets (“EM”) debt. Eligibility for this index is rules-based and reviewed annually using World Bank income group, International Monetary Fund (IMF) country classifications and additional considerations such as market size and investability;

“Bloomberg Barclays Global Treasury Index” is an index that tracks fixed-rate, local currency government debt of investment grade countries, including both developed and emerging markets. The index represents the treasury sector of the Global Aggregate Index. The three major components of this index are the US Treasury Index, the Pan- European Treasury Index and the Asian-Pacific Treasury Index;

“Bloomberg Barclays 60/40 Sovereign Credit Index” is an unhedged, bespoke blend of the Bloomberg Barclays EM Local Currency Government Index and the Bloomberg Barclays Global Treasury Index. The weighting between the Emerging Markets Local Currency Government and Global Treasury indices are fixed at 60% and 40% respectively, and the maximum weight per country is 10%. Non-investment grade countries are excluded;

“Bloomberg Barclays Global High Yield Index” is a multi-currency flagship measure of the global high yield debt market. The index represents the union of the US High Yield, the Pan-European High Yield and the Emerging Markets (EM) Hard Currency High Yield Indices;

“BRL” means Brazilian real, the lawful currency of Brazil;

“Business Cycle” means the recurring and fluctuating levels of economic activity, including expansion and contraction, that an economy experiences over a long period of time. Business Cycles, and the phases within them, may be irregular, varying in frequency, magnitude and duration;

“Business Day” means any such days as set out in the relevant Supplement;

“BW LM Share Class” means any Share Class with “BW LM” in its name;

“BW Premier Share Class” means any Share Class with “BW Premier” in its name;

“CAD” means Canadian Dollars, the lawful currency of Canada;

“Central Bank” means the Central Bank of Ireland or any successor regulatory authority with responsibility for the authorisation and supervision of the Company;

“Central Bank Act” means the Central Bank (Supervision and Enforcement) Act 2013, as such may be amended, supplemented or replaced from time to time;

“Central Bank Regulations” means the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations, 2015, as amended or any further amendment thereto for the time being in force;

“Central Bank Rules” means the UCITS Regulations, Central Bank Regulations and any regulations, guidance and conditions issued by the Central Bank from time to time pursuant to the UCITS Regulations, the Central Bank Regulations and/or the Central Bank Act regarding the regulation of undertakings for collective investment in transferable securities, as such may be amended, supplemented or replaced from time to time;

“Class” or “Share Class” means any class of Shares of the Company offered or described in this Prospectus. Each Share Class is denominated by a letter type and is distinguishable by specific features with respect to currency, hedging, distributions, marketing target, performance fees or any other specific feature, as further described in Schedule V to this Base Prospectus;

“Class A (PF) Share Class” means any Share Class with “Class A (PF)” in its name;

“Class A (PF) Shares” means Shares of any Class A (PF) Share Class;

“Class A Share Class” means any Share Class with “Class A” (but not “Class A (PF)”) in its name;

“Class A Shares” means Shares of any Class A Share Class;

“Class B Share Class” means any Share Class with “Class B” in its name;

“Class B Shares” means Shares of any Class B Share Class;

“Class C Share Class” means any Share Class with “Class C” in its name;

“Class C Shares” means Shares of any Class C Share Class; “CHF” means Swiss Francs, the lawful currency of Switzerland; “China” means the People’s Republic of China;

“CNH” means the offshore Chinese renminbi;

“Code” means the US Internal Revenue Code of 1986, as amended;

“Collateral Manager” means The Bank of New York Mellon, London Branch;

“Companies Acts” means the Companies Act 2014 as amended, all enactments which are to be read as one with, or construed or read together with or as one with, the Companies Act 2014 and every statutory modification and re- enactment thereof for the time being in force;

“Company” means Legg Mason Global Funds Plc, an investment company with variable capital, incorporated in Ireland pursuant to the Companies Acts and the UCITS Regulations;

“Constitution” means the constitution of the Company, which includes its memorandum of association and Articles of Association;

“Credit Institution” means an undertaking the business of which is to take deposits or other repayable funds from the public and to grant credits for its own account as defined in point (1) of article 4(1) of Regulation (EU) No 575/2013;

“Currency Administrator” means The Bank of New York Mellon;

“Data Protection Legislation” means the Irish Data Protection Act, 1988 and 2003, the EU Data Protection Directive 95/46/EC, the EU ePrivacy Directive 2002/58/EC (as amended) and any relevant transposition of, or successor or replacement to, those laws (including, when they come into force, the General Data Protection Regulation (Regulation (EU) 2016/679) and the successor to the ePrivacy Directive);

“Dealer” means an authorised dealer or sub-distributor of Shares of one or more of the Funds;

“Dealing Day” means such Business Day or Business Days as the Directors from time to time may determine, provided that, unless otherwise determined and notified in advance to Shareholders, each Business Day shall be a Dealing Day and provided further that there shall be at least two Dealing Days per month;

“Dealing Deadline” means for each Fund, the time set out in the relevant Supplement on the relevant Dealing Day;

“Depositary” means BNY Mellon Trust Company (Ireland) Limited;

“Depositary Agreement” means the agreement dated 22 March 2019, between the Company, the Manager and the Depositary, and any subsequent amendments or novations thereto, pursuant to which the latter acts as depositary of the Company;

“Developed Country” means any country that is not an Emerging Market Country;

“Directive” means the Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);

“Directors” means the directors of the Company for the time being and any duly constituted committee thereof;

“Distributing Share Classes” means any Share Class that includes the term “Distributing” in its name;

“Distributor” or “Distributors” means LMIS; LMI Europe; LMAMHK; Legg Mason Asset Management Singapore Pte. Limited; and Legg Mason Investments (Taiwan) Ltd.

“Distribution Agreement” means an agreement appointing a Distributor as a distributor of the Company or any Fund;

“Distributing Plus (e) Share Classes” means any Distributing Share Class that includes “Plus (e)” in its name;

“Distributing Plus Share Classes” means any Distributing Share Class that includes “Plus”, but not “Plus (e)” or “Plus (u)”, in its name;

“Distributing Plus (u) Share Classes” means any Distributing Share Class that includes “Plus (u)” in its name;

“DKK” means Danish krone, the lawful currency of Denmark;

“EEA” means the European Economic Area;

“Emerging Asia/Pacific Country” means any country in the Asia/Pacific region which is not an OECD member state, including as of the date of this Prospectus, countries such as Bangladesh, China, Hong Kong, India, Indonesia, Kazakhstan, Laos, Macao, Malaysia, Pakistan, Philippines, Singapore, Sri Lanka, Thailand and Vietnam;

“Emerging Market Corporate Bond” means a corporate debt security of an issuer whose domicile is in an Emerging Market Country or that conducts a predominant portion of its activities in an Emerging Market Country;

“Emerging European Country” means any country in Europe which is not an OECD member state, including as of the date of this Prospectus, countries such as Bulgaria, Croatia, Estonia, Latvia, Lithuania, Romania, Russia and the Ukraine;

“Emerging Market Country” means:

for any Fund with “Western Asset” in its name:

(i) any country included in the J.P. Morgan Emerging Market Bond Index Global (the “EMBI Global Index”), the J.P. Morgan Corporate Emerging Market Bond Index Broad (the “CEMBI Broad Index”): or

(ii) any country that is classified by the World Bank as low or middle income in its annual classification of national incomes;

for any Fund with “RARE” in its name: any country that is outside the European Union and not a member of the OECD. Countries within the European Union and OECD member countries may also be considered an Emerging Market Country if they are included in the MSCI Emerging Markets Index;

for any other Fund: any country in which, at the time of purchase of securities, the per capita income is in the low to upper middle ranges, as determined by the World Bank;

“Equity Funds” means any Fund defined as an “Equity Fund” in the relevant Supplement;

“Equity Income Funds” means any Fund defined as “Equity Income Fund” in the relevant Supplement;

“ESMA” means the European Securities and Markets Authority, or such replacement or successor authority as may be appointed from time to time;

“ESMA Benchmark Register” means the ESMA benchmark administrator register and the third country benchmark register;

“EU” means the European Union;

“Euro” or “€” means the euro;

“FATCA” or the “Foreign Account Tax Compliance Act” means sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, and any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of these Sections of the Code;

“FHLMC” means the Federal Home Loan Mortgage Corporation;

“Financial Account” means a “Financial Account” as used in the Irish IGA;

“Fixed Income Funds” means any Fund defined as a “Fixed Income Fund” in the relevant Supplement;

“FNMA” means the Federal National Mortgage Association;

“fund” means any fund from time to time established by the Company with the prior approval of the Central Bank including the Funds, where appropriate;

“Funds” means each fund for which there is a Supplement and as listed in a Supplemental Prospectus, and “Fund” means any one of them;

“GBP” or “Pound Sterling” means Pound Sterling, the lawful currency of the United Kingdom;

“GNMA” means the Government National Mortgage Association;

“Grandfathered Share Classes” means A (G) US$ Distributing (D), A (G) US$ Distributing (A), A (G) US$ Accumulating, B (G) US$ Distributing (D), B (G) US$ Distributing (A), B (G) US$ Accumulating, L (G) US$ Distributing (D), L (G) US$ Distributing (A), L (G) US$ Accumulating, GA US$ Accumulating, GA Euro Accumulating, GA Euro Distributing (A), GE US$ Accumulating, GE US$ Distributing (A), GE Euro Accumulating, GF US$ Accumulating, GF Euro Accumulating, GP US$ Accumulating;

“Hedged Share Class” means any Share Class with the term “(Hedged)” in its name, including the Index Hedged Share Classes and the Portfolio Hedged Share Classes;

“HKD” means Hong Kong Dollars, the lawful currency of Hong Kong;

“Hong Kong” means Hong Kong Special Administrative Region of the People’s Republic of China;

“Index Hedged Share Class” means any Share Class that includes “(IH)” in its name;

“Initial Offer Period” means the period determined by the Directors during which Shares in a Fund or a particular Share Class of a Fund are first offered for subscription as specified in the relevant Supplement or on such other date or dates as the Directors may determine, having notified the Central Bank;

“Investment Grade” in reference to a security means that the security has a rating of BBB- or higher from S&P or Baa3 or higher from Moody’s or the equivalent or higher from another NRSRO;

“Investment Manager” means such party appointed from time to time to act as investment manager in accordance with the requirements of the Central Bank and as set out in the relevant Supplement, provided that each Investment Manager may appoint sub-investment managers and/or sub-investment advisors to manage any portion of the assets of any Fund in accordance with the requirements of the Central Bank Rules;

“Investment Management Agreement” means an agreement between the Company, the Manager and an Investment Manager, pursuant to which the latter is appointed as an investment manager of the Company or any Fund;

“Investor Money Regulations” means the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) Investor Money Regulations 2015 for Fund Service Providers;

“Investor Monies” means the subscription monies received from, and redemption monies due to, investors in the Funds and dividend monies due to Shareholders;

“Irish IGA” means the intergovernmental agreement signed in December 2012 between Ireland and the US facilitating the implementation of FATCA;

“Irish Resident” means, unless otherwise determined by the Directors, any person who is Ordinarily Resident in Ireland or Resident in Ireland, as defined in the “Taxation” section of the Prospectus;

“IRS” means the US Internal Revenue Service;

“JP Morgan Emerging Markets Bond Index Global” is a broad-based, unmanaged index which tracks total return for external currency denominated debt (loans, Eurobonds and US dollar-denominated local market instruments) in emerging markets;

“JPY” or “Japanese Yen” means Japanese Yen, the lawful currency of Japan;

“KRW” means Korean Won, the lawful currency of South Korea;

“LM Share Class” means any Share Class with “LM” in its name; “LMAMHK” means Legg Mason Asset Management Hong Kong Limited; “LMI Europe” means Legg Mason Investments (Europe) Limited;

“LMI Taiwan” means Legg Mason Investments (Taiwan) Limited;

“LMIS” means Legg Mason Investor Services, LLC;

“Manager” means Legg Mason Investments (Ireland) Limited;

“Master Distribution Agreement” means the agreement dated 22 March 2019 between the Manager, the Company and LMIS and any subsequent amendments thereto;

“Master Distributor” means LMIS;

“Master Shareholder Servicing Agent” means LMIS;

“Master Shareholder Servicing Agreement” means the agreement dated 22 March 2019 between the Manager, the Company and LMIS and any subsequent amendments thereto;

“MIFID II” means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended from time to time;

“MLP” means master-limited partnership;

“MMF Regulation” means Regulation (EU) 2017/1131 of the European Parliament and the Council of 14 June 2017 on money market funds, as amended;

“Money Market Fund” means any fund designated as a “Money Market Fund” in the relevant Supplement and authorised as a money market fund under the MMF Regulation;

“Money Market Instruments” means money market instruments that fall within one of the categories listed in Section A.1. of Schedule II of the Base Prospectus;

“Moody’s” means Moody’s Investors’ Services, Inc., the rating agency;

“MSCI AC (All Country) Asia Pacific ex Japan Index” is a free float-adjusted market capitalisation weighted index that is designed to measure the equity market performance of Asia, excluding Japan. It is reviewed quarterly and rebalanced semi-annually;

“MSCI Emerging Markets Index” is a free float-adjusted market capitalisation index that is designed to measure equity market performance of emerging markets. It is reviewed quarterly and rebalanced semi-annually.

“MSCI Golden Dragon Index” captures the equity market performance of large and mid-cap China securities and non-domestic China securities listed in Hong Kong and Taiwan;

“Multi-Asset Fund” means any Fund defined as a “Multi-Asset Fund” in the relevant Supplement;

“MXN” means Mexican pesos, the lawful currency of Mexico;

“NASDAQ” means the market regulated by the National Association of Securities Dealers in the US;

“Net Asset Value” or “NAV” means the Net Asset Value of the Company, or of a fund, as appropriate, calculated as described herein;

“Net Asset Value per Share” or “NAV per Share” means in respect of any Share the Net Asset Value attributable to the Shares issued in respect of a fund or a Share Class divided by the number of Shares in issue in respect of that fund or Share Class;

“NOK” means Norwegian Kroner, the lawful currency of Norway;

“Non-United States person” means any of the following: (a) a natural person who is not a resident of the US; (b) a partnership, corporation or other entity, other than an entity organised principally for passive investment, organised under the laws of a non-US jurisdiction and which has its principal place of business in a non-US jurisdiction; (c) an estate or trust, the income of which is not subject to US income tax regardless of source; (d) an entity organised principally for passive investment such as a pool, investment company or other similar entity, provided that units of participation in the entity held by persons who do not qualify as Non-United States persons or otherwise as qualified eligible persons represent in the aggregate less than 10% of the beneficial interest in the entity, and that such entity was not formed principally for the purpose of facilitating investment by persons who do not qualify as Non-United States persons in a pool with respect to which the operator is exempt from certain requirements of the US Commodity Futures Trading Commission's regulations by virtue of its participants being Non-United States persons; and (e) a pension plan for the employees, officers or principals of an entity organised and with its principal place of business outside of the US;

“NRSRO” means Nationally Recognised Statistical Rating Organisation;

“NZD” means New Zealand Dollars, the lawful currency of New Zealand;

“Original Lender” means an entity which, itself or through related entities, directly or indirectly, concluded the original agreement which created the obligations or potential obligations of the debtor or potential debtor giving rise to the exposures being securitised;

“Originator” means an entity which: (a) itself or through related entities, directly or indirectly, was involved in the original agreement which created the obligations or potential obligations of the debtor or potential debtor giving rise

to the exposures being securitised; or (b) purchases a third party’s exposures on its own account and then securitises them;

“OECD” means the Organisation for Economic Co-Operation and Development;

“PF Class Shares” means Shares of any PF Share Class;

“PF Share Classes” means any Share Class with “(PF)” in its name; such Share Classes are subject to a performance fee payable to the Investment Manager;

“PLN” means Polish zloty, the lawful currency of Poland;

“Portfolio Hedged Share Class” means any Share Class with “(PH)” in its name;

“PRC” means People’s Republic of China;

“Premier Class Shares” means Shares of any Premier Share Class;

“Premier (PF) Class Shares” means Shares of any Premier (PF) Share Class;

“Premier (PF) Share Class” means any Share Class with “Premier (PF)” in its name;

“Premier Share Classes” means any Share Class with “Premier” (but not “Premier (PF)”) in its name;

“Professional Investor” means an investor who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. Professional investors include, among others, entities which are required to be authorised or regulated to operate in the financial markets, large undertakings, and other institutional investors whose main activity is to invest in financial instruments.

“Prospectus” means the Base Prospectus, the Supplements and any Supplemental Prospectuses, as amended from time to time;

“Regulated Market” means a stock exchange or regulated market which is set out in Schedule III;

“REIT” means real estate investment trust;

“Relevant Institution” means a Credit Institution authorised in the European Economic Area (“EEA”) (EU Member States, Norway, Iceland, Liechtenstein), a Credit Institution authorised within a signatory state, other than a member state of the EEA, to the Basle Capital Convergence Agreement of July 1988 (Switzerland, Canada, Japan, United States of America) or a Credit Institution authorised in Jersey, Guernsey, the Isle of Man, Australia, or New Zealand;

“Repurchase Agreement” means any agreement pursuant to which a Fund transfers securities, or any rights related to a title or security, to a counterparty subject to a commitment to repurchase them at a specified price on a future date specified or to be specified;

“Revenue Commissioners” means the Office of the Revenue Commissioners of Ireland;

“Reverse Repurchase Agreement” means any agreement pursuant to which a Fund receives securities, or any rights related to a title or security, from a counterparty subject to a commitment to sell them back at a specific price on a future date specified or to be specified;

“Russian Issuers” means issuers that have their seat or registered office in Russia or that conduct a predominant portion of their activities in Russia;

“SEC” means the Securities and Exchange Commission of the US;

“Securities Financing Transactions Regulation” means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

“Securities Financing Transaction” or “SFT” means any of the following: a repurchase transaction, securities lending and securities borrowing, a buy- sell back transaction or sell-buy back transaction;

“Securitisation” means a transaction or scheme, whereby the credit risk associated with an exposure or a pool of exposures is tranched, having all of the following characteristics: (a) payments in the transaction or scheme are dependent upon the performance of the exposure or of the pool of exposures; (b) the subordination of tranches determines the distribution of losses during the ongoing life of the transaction or scheme; (c) the transaction or scheme does not create exposures which possess all of the characteristics listed in Article 147(8) of Regulation (EU) No 575/2013;

“Securitisation Position” means an exposure to a Securitisation;

“Securitisation Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, as such may be amended, supplement or replaced from time to time;

“SEK” means Swedish Kronor, the lawful currency of Sweden;

“SGD” means Singapore Dollars, the lawful currency of the Republic of Singapore;

“Share” or “Shares” means any share or shares in the Company;

“Shareholder” means a holder of Shares;

“Shareholder Servicing Agent” or “Shareholder Servicing Agents” means LMI Europe; LMIS; LMAMHK; Legg Mason Asset Management Singapore Pte. Limited; and LMI Taiwan;

“Shareholder Servicing Agreement” means an agreement appointing a Shareholder Servicing Agent as a shareholder servicing agent of the Company or any Fund;

“S&P” means Standard & Poor’s Corporation, the rating agency;

“Sponsor” means a Credit Institution, whether located in the EU or not, as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013, or an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU other than an Originator, that: (a) establishes and manages an asset-backed commercial paper programme or other securitisation that purchases exposures from third-party entities, or (b) establishes an asset-backed commercial paper programme or other securitisation that purchases exposures from third-party entities and delegates the day-to-day active portfolio management involved in that securitisation to an entity authorised to perform such activity in accordance with Directive 2009/65/EC, Directive 2011/61/EU or Directive 2014/65/EU;

“STRIPS” means Separate Trading of Registered Interest and Principal of Securities as more particularly described in the “STRIPS” sub-section in the “Further Information on the Securities in Which the Funds May Invest” section;

“Sub-Investment Manager” means for each Fund any sub-investment manager or sub-investment managers indicated in the relevant Supplement and any sub-investment manager that the relevant Investment Manager may appoint in the future to manage the Fund, provided that disclosure of any such sub-investment managers appointed by

the Investment Managers will be provided to Shareholders upon request and details thereof will be disclosed in the periodic reports to Shareholders, and provided further that each Sub-Investment Manager may appoint a sub- investment manager/advisor to manage/advise any portion of the assets of any Fund to which it has been appointed Sub-Investment Manager in accordance with the requirements of the Central Bank Rules;

“Sub-Investment Management Agreement” means a sub-investment management agreement pursuant to which a Sub-Investment Manager is appointed as a sub-investment manager of a Fund;

“Subscriber Shares” means the initial share capital of the Company subscribed for at no par value;

“Supplemental Prospectus” means any supplemental prospectus issued by the Company in connection with a fund from time to time;

“Supplement” means a supplemental prospectus to this Base Prospectus which contains specific information in relation to the individual Funds approved by the Central Bank from time to time;

“Total Asset Value” means the Net Asset Value of a Fund plus the liabilities of such Fund;

“UCITS” means an undertaking for collective investment in transferable securities established pursuant to the UCITS Regulations;

“UCITS Regulations” means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 as amended and any rules from time to time adopted by the Central Bank pursuant thereto which rules are referred to as “the Central Bank Rules”;

“Umbrella Cash Account” means any single umbrella cash account in the name of the Company; “Unhedged Share Class” means any Share Class that does not include “(Hedged)” in its name; “United Kingdom” or “UK” means England, Northern Ireland, Scotland and Wales;

“US” or “United States” means the United States of America, its territories, possessions and all other areas subject to its jurisdiction;

“US Companies” means companies whose seat or registered office is in the United States or that conduct a predominant portion of their activities in the United States;

“US Issuers” means issuers that have their seat or registered office is in the United States or that conduct a predominant portion of their activities in the United States;

“US$” or “US Dollar” or “USD” means US Dollars, the lawful currency of the US;

“US Person” has the meaning provided in Schedule VI herein;

“US Reportable Account” means a Financial Account held by a US Reportable Person; “US Reportable Person” has the meaning provided in Schedule VII herein; “Valuation Point” means for each Fund, the time set out in the relevant Supplement;

“Weighted Average Life” means the average length of time to legal maturity of all of the underlying assets in a Money Market Fund reflecting the relative holdings in each asset. It is used to measure the credit risk, as the longer the reimbursement of principal is postponed, the higher is the credit risk. It is also used to limit the liquidity risk of that relevant Money Market Fund;

“Weighted Average Maturity” means the average length of time to legal maturity or, if shorter, to the next interest rate reset to a money market rate, of all of the underlying assets in a Money Market Fund reflecting the relative holdings in each asset. It is used to measure the sensitivity of a Money Market Fund to changing money market interest rates;

“World Bank” means the International Bank for Reconstruction and Development;

“ZAR” means South African Rand, the lawful currency of South Africa.

INTRODUCTION

The Company is an open-ended investment company with variable capital organised under the laws of Ireland as a public limited company pursuant to the Companies Acts and the UCITS Regulations. It was incorporated on 13 January 1998 under registration number 278601. On 23 July 2002, the Company changed its name from Strategic Value Advisors plc to Legg Mason Global Funds plc. Its object, as set out in Clause 2 of the Company’s memorandum of association, is the collective investment in transferable securities and other liquid financial assets of capital raised from the public and which operates on the basis of risk spreading.

The Company is organised in the form of an umbrella fund with segregated liability between funds. The Articles of Association provide for separate funds, each representing interests in a defined portfolio of assets and liabilities, which may be established from time to time with the prior approval of the Central Bank. The Company may from time to time create additional funds with the prior approval of the Central Bank. The investment objective and policies of the funds are outlined in a Supplemental Prospectus or a separate Prospectus, together with details of the Initial Offer Period and such other relevant information as the Directors may deem appropriate, or the Central Bank require, to be included. Each Supplemental Prospectus forms part of, and should be read in conjunction with, this Prospectus. As of the date of this Prospectus, the Company has obtained the approval of the Central Bank for five other funds of the Company, the Legg Mason Brandywine Global – US High Yield Fund, Legg Mason Brandywine Global – EM Macro Bond Fund, Legg Mason Martin Currie European Unconstrained Fund, Legg Mason Multi-Asset Infrastructure Income Fund and Legg Mason Western Asset US Dollar Liquidity Fund, which are offered pursuant to a separate prospectus.

Within each fund, separate Share Classes may be issued as more fully described in this Prospectus or the relevant Supplemental Prospectus. A separate portfolio of assets shall not be maintained for a Share Class. The creation of additional Share Classes must be notified to, and cleared, in advance with the Central Bank. See Schedule V for more information on the Share Classes offered by each Fund and the “Distributions” section for more information on the distribution policies of each Share Class. Each Fund may offer Share Classes designated in currencies other than the Base Currency of the Fund (see the “Currency Transactions” section for more information). Schedule IX provides information about the minimums for initial investments in the various Share Classes.

Prospective investors should consult with their legal, tax and financial advisers in relation to which Share Class would best suit their investment needs.

Further information on the Company structure, detailed investment objectives, fees and expenses, investor restrictions, investment risks and taxation are contained elsewhere within this Prospectus. Please refer to the Index page for more information.

FURTHER INFORMATION ON THE SECURITIES IN WHICH THE FUNDS MAY INVEST

For each Fund, the information below regarding the securities in which the Fund may invest is subject to the limitations set forth for the Fund in the description of the Fund’s investment objective and policies as set out in the relevant Supplement.

ASSET-BACKED SECURITIES

Certain of the Funds may invest in asset-backed securities, which are securities that directly or indirectly represent a participation in, or are secured by and payable from, assets such as motor vehicle instalment loan contracts, home equity lines of credit, student loans, small business loans, unsecured personal loans, leases on various types of real and personal property, receivables from revolving credit (credit card) agreements, and other loans, leases or receivables relating to consumers and businesses. Such assets are securitised through the use of trusts or special purpose corporations. A pool of assets representing the obligations often of a number of different parties collateralises asset-backed securities. Certain asset-backed securities may embed derivatives, such as options.

AUSTRALIAN TRUSTS

Australian trusts are domiciled in Australia and/or constituted under the laws of Australia. Australian trusts include property trusts, infrastructure trusts and utility trusts. Property trusts hold a portfolio of real estate assets. Investors in property trusts gain exposure to the value of the real estate owned by the trust, and the rental income received by the trust is passed along by the trust to investors via distributions. Infrastructure trusts finance, construct, own, operate and maintain different infrastructure projects, such as roads, bridges and railways. The infrastructure trusts provide distribution payments to investors periodically. Utility trusts finance, construct, own, operate and maintain different utility projects, such as water systems and telecommunication projects. Utility trusts may receive interest, royalty or lease payments from an operating entity carrying on a business, as well as dividends and returns of capital. Australian trusts may be components of stapled securities.

BUSINESS DEVELOPMENT COMPANIES

Business development companies (“BDCs”) are a type of US-domiciled, closed-end investment company regulated by the 1940 Act and publicly traded on US securities exchanges. BDCs typically invest in and lend to small- and medium-sized private companies that may not have access to public equity markets for capital raising and generally operate in the healthcare, chemical and manufacturing, technology and service industries. BDCs must invest at least 70% of the value of their total assets in certain asset types, which are typically the securities of private US businesses, and must make available significant managerial assistance to the issuers of such securities. BDCs often offer a yield advantage over other types of securities, which may result, in part, from the use of leverage through borrowings or the issuance of preferred stock. Similar to an investment in other investment companies, a Fund investing in BDCs will indirectly bear its proportionate share of any management fees and other expenses charged by the BDCs in which it invests.

CONVERTIBLE SECURITIES

Convertible securities are bonds, debentures, notes, preferred stock or other securities, which may be converted into or exchanged for a prescribed amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities ordinarily provide a stream of income, which generate higher yields than those of common stocks of the same or similar issuers but lower than the yield on non-convertible debt. Convertible securities are usually subordinate to non-convertible securities but rank senior to common stock or shares in a company’s capital structure. The value of a convertible security is a function of (1) its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege and (2) its worth, at market value, if converted into the underlying common stock. Convertible securities are typically issued by smaller capitalised companies whose stock prices may be volatile. The price of a convertible security often reflects such variations in the price of the underlying common stock in a way that non-convertible debt does not. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. Certain convertible securities, known as contingent convertible securities, convert to equity

only upon the occurrence of a specified event, such as the stock price of the company exceeding a particular level for a certain period of time.

CORPORATE DEBT SECURITIES

Corporate debt securities are bonds, notes or debentures issued by corporations and other business organisations, including business trusts, in order to finance their credit needs. Corporate debt securities include commercial paper, which consists of freely transferable, short-term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations.

Corporate debt securities may pay fixed or variable rates of interest, or interest at a rate contingent upon some other factor, such as the price of some commodity. These securities may be convertible into preferred or common equity, or may be bought as part of a unit containing common stock. In selecting corporate debt securities for a fund, each Sub-Investment Manager reviews and monitors the creditworthiness of each issuer and issue. The Sub-Investment Managers also analyse interest rate trends and specific developments, which they believe may affect individual issuers. See Schedule IV of this Prospectus for more information on the ratings of the various NRSROs.

DEBT SECURITIES

Debt securities include, but are not limited to, fixed or floating rate debt securities, bonds issued or guaranteed by corporations or governments or governmental agencies or instrumentalities thereof, central banks or commercial banks, notes (including structured notes and freely transferable promissory notes), debentures, commercial paper, Eurobonds, and convertible securities. Fixed rate debt securities are securities, which carry a fixed rate of interest, which does not fluctuate with general market conditions. Floating rate debt securities are securities that carry a variable interest rate, which is initially tied to an external index such as US Treasury Bill rates.

DEPOSITARY RECEIPTS

Depositary receipts include sponsored and unsponsored depositary receipts that are or become available, including American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), International Depositary Receipts (“IDRs”) and other depositary receipts. Depositary receipts are typically issued by a financial institution (“depositary”) and evidence ownership interests in a security or a pool of securities (“underlying securities”) that have been deposited with the depositary. The depositary for ADRs is typically a US financial institution and the underlying securities are issued by a non-US issuer. ADRs are publicly traded on exchanges or over-the-counter in the United States and are issued through “sponsored” or “unsponsored” arrangements. In a sponsored ADR arrangement, the non-US issuer assumes the obligation to pay some or all of the depositary’s transaction fees, whereas under an unsponsored arrangement, the non-US issuer assumes no obligation and the depositary’s transaction fees are paid by the ADR holders. In addition, less information is available in the United States about an unsponsored ADR than about a sponsored ADR, and the financial information about a company may not be as reliable for an unsponsored ADR as it is for a sponsored ADR. In the case of GDRs and IDRs, the depositary can be a non-US or a US financial institution and the underlying securities are issued by a non-US issuer. GDRs and IDRs allow companies in Europe, Asia, the United States and Latin America to offer shares in many markets around the world, thus allowing them to raise capital in these markets, as opposed to just in their home market. The advantage of GDRs and IDRs is that shares do not have to be bought through the issuing company’s home exchange, which may be difficult and expensive, but can be bought on all major stock exchanges. In addition, the share price and all dividends are converted to the shareholder’s home currency. As for other depositary receipts, the depositary may be a non-US or a US entity, and the underlying securities may have a non-US or a US issuer. For purposes of a Fund’s investment policies, investments in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts purchased by a Fund may not necessarily be denominated in the same currency as the underlying securities into which they may be converted, in which case the Fund may be exposed to relative currency fluctuations.

DURATION

Duration was developed as a more precise alternative to the concept of “maturity”. Traditionally, a debt obligation’s maturity has been used as a proxy for the sensitivity of the security’s price to changes in interest rates (which is the “interest rate risk” or “price volatility” of the security). However, maturity measures only the time until a debt obligation provides its final payment, taking no

account of the pattern of the security’s payments prior to maturity. In contrast, duration incorporates a bond’s yield, coupon interest payments, final maturity, call and put features and prepayment exposure into one measure. Duration is the magnitude of the change in the price of a bond relative to a given change in market interest rates. Duration management is one of the fundamental tools used by certain of the Sub-Investment Managers.

Duration is a measure of the expected life of a debt obligation on a present value basis. Duration takes the length of the time intervals between the present time and the time that the interest and principal payments are scheduled or, in the case of a callable bond, the time the principal payments are expected to be received, and weights them by the present values of the cash to be received at each future point in time. For debt obligations with interest payments occurring prior to the payment of principal, duration will usually be less than maturity. In general, all else being equal, the lower the stated or coupon rate of the interest of a fixed income security, the longer the duration of the security; conversely, the higher the stated or coupon rate of a fixed income security, the shorter the duration of the security.

Holding long futures or call option positions will lengthen the duration of a Fund’s portfolio. Holding short futures or put options will shorten the duration of a Fund’s portfolio.

A swap agreement on an asset or group of assets may affect the duration of the portfolio depending on the attributes of the swap. For example, if the swap agreement provides a Fund with a floating rate of return in exchange for a fixed rate of return, the duration of the Fund would be modified to reflect the duration attributes of a similar security that the fund is permitted to buy.

There are some situations where even the standard duration calculation does not properly reflect the interest rate exposure of a security. For example, floating- and variable-rate securities often have final maturities of ten or more years; however, their interest rate exposure corresponds to the frequency of the coupon reset. Another example where the interest rate exposure is not properly captured by maturity is mortgage pass-through securities. The stated final maturity of such securities is generally 30 years, but current prepayment rates are more critical in determining the securities’ interest rate exposure. Finally, the duration of the debt obligation may vary over time in response to changes in interest rates and other market factors.

EMERGING MARKET DEBT SECURITIES

Certain of the Funds may invest in debt securities of issuers located in Emerging Market Countries including promissory notes, bonds, bills, debentures, convertible securities warrants, bank obligations, short-term paper, loans, and promissory notes, provided such securities are transferable securities that are listed on or traded on a Regulated Market as defined in Schedule III of this Prospectus. Other bonds in which the foregoing Funds may invest may be divided into three distinct groups:

• Bonds issued as a result of a Debt Restructuring Plan: These US Dollar-denominated bonds generally have an original term to maturity in excess of 10 years and include, among others, Brazil New Money Bonds and Mexican Aztec Bonds. The issuers of the bonds are always public sector entities.

• Eurobonds: These bonds generally have an original maturity of less than 10 years and may be issued by public and private sector entities.

• Domestic and International Bonds under the laws of an Emerging Market Country: Although these instruments are US Dollar-denominated, they are governed by the laws of the country in which they are issued.

EQUITY SECURITIES

Equity securities include common stocks and preferred shares.

EQUITY-RELATED SECURITIES

Equity-related securities may include warrants for the acquisition of stock of the same or of a different issuer, nil or partly paid shares, corporate fixed income securities that have conversion or exchange rights permitting the holder to convert or exchange the securities at a stated price within a specified period of time to a specified number of shares of common stock, notes or certificates whose value is linked to the performance of an equity security of an issuer other than the issuer of the participation, participations that are based on revenues, sales or profits of an issuer (i.e., fixed

income securities, the interest on which increases upon the occurrence of a certain event (such as an increase in the price of oil)) and common stock offered as a unit with corporate fixed income securities.

EUROBONDS

Eurobonds are fixed income securities issued by corporations and sovereign entities for sale in the Euromarket.

EURODOLLAR BONDS AND YANKEE DOLLAR INSTRUMENTS

A Eurodollar bond is a Eurobond that is denominated in US Dollars. It is a US Dollar-denominated obligation issued outside the United States by non-US corporations or other entities. A Yankee dollar instrument is US Dollar- denominated obligation issued in the United States by non-US corporations or other entities.

HIGH YIELD SECURITIES

High yield securities are medium or lower rated securities and unrated securities of comparable quality, sometimes referred to as “junk bonds”. Generally, medium or lower rated securities and unrated securities of comparable quality offer a higher current yield than is offered by higher rated securities but also (i) will likely have some quality and protective characteristics that, in the judgment of the rating organisations, are outweighed by large uncertainties or major risk exposures to adverse conditions and (ii) are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. The market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher quality bonds. In addition, medium and lower rated securities and comparable unrated securities generally present a higher degree of credit risk. The risk of loss due to default by these issuers is significantly greater because medium and lower rated securities and unrated securities of comparable quality generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. In light of these risks, a Sub- Investment Manager in evaluating the creditworthiness of an issue, whether rated or unrated, will take various factors into consideration, which may include, as applicable, the issuer’s financial resources, its sensitivity to economic conditions and trends, the operating history of and the community support for the facility financed by the issue, the ability of the issuer’s management and regulatory matters. In addition, the market value of securities in lower rated categories is more volatile than that of higher quality securities, and the markets in which medium and lower rated or unrated securities are traded are more limited than those in which higher rated securities are traded. The existence of limited markets may make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating its NAV. Moreover, the lack of a liquid trading market may restrict the availability of securities for a Fund to purchase and may also have the effect of limiting the ability of a Fund to sell securities at their fair value either to meet redemption requests or to respond to changes in the economy or the financial markets.

Lower rated debt obligations also present risks based on payment expectations. If an issuer calls the obligation for redemption, a Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. Also, as the principal value of bonds moves inversely with movements in interest rates, in the event of rising interest rates the value of the securities held by a Fund may decline proportionately more than a portfolio consisting of higher rated securities. If a Fund experiences unexpected net redemptions, it may be forced to sell its higher rated bonds, resulting in a decline in the overall credit quality of the securities held by the Fund and increasing the exposure of the Fund to the risks of lower rated securities.

INDEXED SECURITIES, CREDIT-LINKED NOTES AND STRUCTURED NOTES

Indexed securities, credit-linked notes and structured notes are securities whose prices are determined by reference to the prices of securities, interest rates, indices, currencies, or other financial statistics. Typically they are debt securities or deposits whose value at maturity and/or coupon rate is determined by reference to a specific instrument or statistic. The performance of such securities fluctuates (either directly or inversely, depending upon the instrument) with the performance of the index, security or currency. Sometimes the two are inversely related (i.e., as the index goes up, the coupon rate goes down). Inverse floaters are an example of this inverse relationship. A Fund will only purchase such securities which are transferable securities and are rated Investment Grade at the time of purchase. Credit-linked notes and structured notes are over-the-counter debt instruments. The Funds will only invest in credit-linked notes or structured notes that are transferable securities dealt in or on a Regulated Market.

INFLATION-PROTECTED SECURITIES

Inflation-protected securities are transferable securities that are structured to provide protection against inflation. The principal or interest components of inflation-protected securities are adjusted periodically according to the general movements of inflation in the country of issue. US Treasury Inflation Protected Securities (“US TIPS”) are freely transferable inflation-indexed debt securities issued by the US Department of Treasury that are structured to provide protection against inflation. The US Treasury Department currently uses the Consumer Price Index for Urban Consumers, non-seasonally adjusted, as its inflation measure. Inflation-indexed bonds issued by a non-US government are generally adjusted to reflect a comparable inflation index calculated by that government. “Real return” equals total return less the estimated cost of inflation, which is typically measured by the change in an official inflation measure.

LOAN PARTICIPATIONS

Certain Funds may invest in fixed and floating rate loans arranged through private negotiations between a corporation or other type of entity and one or more financial institutions (“Lender”). Such investments are expected to be in the form of participations in, or assignment of, the loans, which may or may not be securitised (“Participations”). The Participations shall be liquid and, if unsecuritised, provide for interest rate adjustments at least every 397 days. They are subject to the risk of default by the underlying borrower and in certain circumstances to the credit risk of the Lender if the Participation only provides for the Fund having a contractual relationship with the Lender, not the borrower. In connection with purchasing Participations, the Funds may have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan nor any rights of set-off against the borrower. Thus, the Funds may not directly benefit from any collateral supporting the loan in which they have purchased Participations. The Funds will purchase such Participations only through recognised, regulated dealers.

MASTER-LIMITED PARTNERSHIPS

MLPs are limited partnerships or limited liability companies that typically derive income and gains from the exploration, development, storage, gathering, mining, production, processing, refining, transportation (including pipelines transporting gas, oil or products thereof) or marketing of any mineral or natural resources. MLPs generally have two classes of owners, the general partner and the limited partners. The general partner typically controls the operations and management of the MLP through an equity interest of up to 2% in the MLP and, in many cases, ownership of common and subordinated units. Limited partners own the remainder of the partnership, through ownership of common units, and have a limited role in the partnership’s operations and management. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and no ability to elect directors annually. The Funds that invest in MLPs will do so by purchasing units issued to limited partners of the MLP that are publically traded on regulated markets. Any distributions received from the MLP will be reflected in the NAV of the relevant Fund.

MONEY MARKET INSTRUMENTS

Each Fund may hold Money Market Instruments as ancillary liquid assets.

MORTGAGE-BACKED SECURITIES

Certain of the Funds may purchase mortgaged-backed securities. Mortgage-backed securities provide capital for mortgage loans to residential homeowners, including securities that represent interests in pools of mortgage loans made by lenders such as savings and loan institutions, mortgage banks, commercial banks and others. Pools of mortgage loans are assembled for sale to investors (such as the funds) by various governmental, government-related and private organisations, such as dealers. The market value of mortgage-backed securities will fluctuate as a result of changes in interest rates and mortgage loans.

Interests in pools of mortgage loans generally provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a “pass through” of the monthly payments made by the individual borrowers on their residential mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying residential property, refinancing or foreclosure, net of fees or costs that may be incurred. Some mortgage-backed securities (such as securities issued by GNMA) are described as “modified pass through” because they entitle the holder to receive all

interest and principal payments owed on the mortgage pool, net of certain fees, regardless of whether the mortgagor actually makes the payment. Certain mortgage-backed securities may embed derivatives, such as options.

Mortgage-backed securities include collateralised mortgage obligations (“CMOs”), which are a type of bond secured by an underlying pool of mortgages or mortgage pass-through certificates that are structured to direct payments on underlying collateral to different series or classes of the obligations. Such investments may include, but are not limited to, one or more of the following classes of CMOs:

ADJUSTABLE RATE BONDS (ARMS): Interest rates on these classes of CMOs may increase or decrease at one or more dates in the future according to the documentation governing their issuance.

FLOATING RATE BONDS (FLOATERS): Interest rates on these classes of CMOs vary directly or inversely (although not necessarily proportionately, and may contain a degree of leverage) to an interest rate index. The interest rate is usually capped to limit the extent to which the issuer is required to over-collateralise the CMOs in the series with mortgage-related securities in order to ensure that there is sufficient cash flow to service all the classes of CMOs in that series.

PLANNED AMORTISATION BONDS OR TARGETED AMORTISATION BONDS: These classes of CMOs receive

payments of principal according to a planned schedule to the extent that prepayments on the underlying mortgage- related securities occur within a broad time period (“Protection Period”). The principal is reduced only in specified amounts at specified times resulting in greater predictability of payment for the Planned Amortisation Bonds or Targeted Amortisation Bonds. If prepayments on the underlying mortgage-related securities occur at a rate greater or less than that provided for by the Protection Period, then the excess or deficiency of cash flows generated is absorbed by the other classes of CMOs in the particular series until the principal amount of each of the other classes has been paid in full, resulting in less predictability for those other classes. The principal reduction schedule of the Planned Amortisation Bonds or Targeted Amortisation Bonds may be determined according to an interest rate index. If the index rises or falls, then more or less, respectively, of the payments on the underlying mortgage-related securities will be applied to amortise the Planned Amortisation Bonds or Targeted Amortisation Bonds. Stripped securities are created by separating bonds into their principal and interest components and selling each piece separately (commonly referred to as IOs and POs). Stripped securities are more volatile than other fixed income securities in their response to change in market interest rates. The value of some stripped securities moves in the same direction as interest rates, further increasing their volatility. The following are examples of stripped securities.

PRINCIPAL ONLY BONDS: This class of stripped CMO has the right to all principal payments from the underlying mortgage-related securities. Principal Only Bonds sell at a deep discount. The return on a Principal Only Bond increases the faster prepayments are received at par. The return on a Principal Only Bond decreases if the rate of prepayment is slower than anticipated.

INTEREST ONLY BONDS: This class of CMOs has the right to receive only payments of interest from the pool of underlying mortgage-related securities. Interest Only Bonds have only a notional principal amount and are entitled to no payments of principal. Interest Only Bonds sell at a substantial premium and therefore the return on an Interest Only Bond increases as the rate of prepayment decreases because the notional amount upon which interest accrues remains larger for a longer period of time.

A real estate mortgage investment conduit (“REMIC”) is a special purpose entity that holds fixed pools of commercial or residential mortgages in trust and issues multiple classes of interests in itself and is treated like a partnership for US Federal income tax purposes with its income passed through to its interest holders. A Re-REMIC is an entity formed by the contribution of mortgage-backed securities into a new special purpose entity, which then issues securities in various tranches. A Fund may participate in the creation of a Re-REMIC by contributing assets to the entity and receiving securities in return.

In the case of structured mortgage-backed securities, the interest rate or, in some cases, the principal payable at the maturity of a structured mortgage-backed security may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators (“reference prices”). A structured mortgage-backed security may be leveraged to the extent that the magnitude of any change in the interest rate or principal payable on a structured security is a multiple of the change in the reference price. Thus, structured mortgage-backed securities may

decline in value due to adverse market changes in reference prices. Structured mortgage-backed securities may or may not be guaranteed by government-sponsored entities. The structured mortgage-backed securities purchased by a Fund may include interest only (“IO”) and principal only (“PO”) bonds (as described above), floating rate securities linked to the Cost of Funds Index (“COFI floaters”), other “lagging rate” floating rate securities, floating rate securities that are subject to a maximum interest rate (“capped floaters”), leveraged floating rate securities (“super floaters”), leveraged inverse floating rate securities (“inverse floaters”), leveraged or super IOs and POs, inverse IOs, dual index floaters and range floaters. They may also include mortgage servicing rights securities, which entitle the holder to a portion of revenue derived by companies that service mortgages.

NON-PUBLICLY TRADED SECURITIES

Non-publicly traded securities are transferable securities that are neither listed nor traded on a Regulated Market, including privately placed securities. A Fund can invest no more than 10% of its net assets in such securities. A Fund’s investments in such illiquid securities are subject to the risk that should the Fund desire to sell any of these securities when a ready buyer is not available at a price that the Fund deems representative of its value, the value of the Fund’s net assets could be adversely affected.

PAYMENT-IN-KIND BONDS

Payment-in-kind bonds are bonds that pay interest in the form of additional bonds of the same type.

PREFERRED SHARES

Preferred shares may pay dividends at a specific rate and generally have preference over common stock in the payment of dividends in a liquidation of assets but rank after debt securities. Unlike interest payments on debt securities, dividends on preferred shares are generally payable at the discretion of the board of directors of the issuer. The market prices of preferred shares are subject to changes in interest rates and are more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities.

REAL ESTATE INVESTMENT TRUSTS

REITs are pooled investment vehicles that invest primarily in income producing real property or real property related loans or interests and are generally listed, traded or dealt in on Regulated Markets. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realise capital gains by selling properties that have appreciated in value. Mortgage REITs invest their assets in real property mortgages and derive income from the collection of interest payments.

ROYALTY TRUSTS

Royalty trusts are investment vehicles that typically own rights or interests in a property that produces oil or natural gas, and typically rely on an outside company to extract the oil or gas. Royalty trusts typically have no physical operations and no management or employees. Royalty trusts generally pay out to unit holders the majority of the cash flow received from the production and sale of underlying oil or natural gas reserves. The amount of distributions paid on royalty income trust units will vary based on production levels, commodity prices and certain expenses.

RULE 144A SECURITIES

Rule 144A securities are securities that are not registered under the 1933 Act, but that can be sold to certain institutional buyers in accordance with Rule 144A under the 1933 Act.

SENIOR SECURITIES

Senior securities are those belonging to an issuance or class of debt securities that is expected by the relevant Sub- Investment Manager to rank at least senior unsecured corporate debt securities of the relevant issuer. The issue of seniority, however, may be contentious between holders of various securities in the event of claims against or the bankruptcy of an issuer, and there can be no guarantee that securities believed by the relevant Sub-Investment Manager to be senior at the time of investment will ultimately be upheld as senior. Moreover, unsecured senior securities, even if upheld as senior to other classes of debt securities, may be subordinate to general creditors and secured debt of an issuer pursuant to applicable law.

STAPLED SECURITIES

Stapled securities consist of two or more securities contractually bound together. The component securities cannot be bought or sold separately and are usually in companies and/or trusts that are related to each other. Different types of securities may be stapled together. A common type of stapled security consists of two parts: a unit in a property trust, and a share in the company that manages the trust’s assets in exchange for a fee from the trust. A stapled security may also consist of a debt security and an equity security issued by the same entity. Stapled securities may provide some minor tax advantages to foreign investors over unstapled securities.

STEP-UP SECURITIES

Step-up securities are securities, which pay no interest initially but eventually begin to pay a coupon rate prior to maturity, which may increase at stated intervals during the life of the security. Step-up securities allow an issuer to avoid or delay the need to generate cash to meet current interest payments and, as a result, may involve greater credit risk than bonds that pay interest currently or in cash.

STRIPS

STRIPS is the acronym for Separate Trading of Registered Interest and Principal of Securities. STRIPS allow investors to hold and trade, as separate securities, the individual interest and principal components of fixed-principal notes or bonds or inflation-linked securities issued by the US Treasury. STRIPS are not issued by the US Treasury, however, but rather can be purchased through financial institutions. STRIPS are zero-coupon securities.

For example, a US Treasury note with 10 years remaining to maturity consists of a single principal payment, due at maturity, and 20 interest payments, one due every six months over a 10-year duration. When this note is converted to STRIPS form, each of the 20 interest payments and the principal payment becomes a separate security.

SUPRANATIONAL ORGANISATIONS

Certain Funds may invest in debt securities issued by supranational organisations such as freely transferable promissory notes, bonds and debentures. Supranational organisations are entities designated or supported by a government or governmental entity to promote economic development, and include, among others, the Asian Development Bank, the European Communities, the European Investment Bank, the Inter-American Development Bank, the International Monetary Fund, the United Nations, the World Bank and the European Bank for Reconstruction and Development. These organisations have no taxing authority and are dependent upon their members for payments of interest and principal. Moreover, the lending activities of such supranational entities are limited to a percentage of their total capital (including “callable capital” contributed by members at an entity’s call), reserves and net income.

VARIABLE RATE AND FLOATING RATE SECURITIES

Variable and floating rate securities are obligations that possess a floating or variable interest rate adjustment formula. The terms of the variable or floating rate securities that a Fund may purchase provide that interest rates are adjustable at intervals ranging from daily up to six months, and the adjustments are based upon current market levels, the prime rate of a bank or other appropriate interest rate adjustment index as provided in the respective securities. Some of these securities are payable on a daily basis or on not more than seven days’ notice. Others such as securities with quarterly or semi-annual interest rate adjustments may be redeemed on designated days on not more than thirty days’ notice.

WARRANTS AND RIGHTS

Warrants give a Fund the right to subscribe to or purchase securities in which a Fund may invest. Rights are available to existing shareholders of a security, to enable them to maintain proportionate ownership in the security by being able to buy newly issued shares before they are offered to the public. Warrants and rights may be actively traded on secondary markets.

ZERO COUPON BONDS

Zero coupon bonds pay no interest in cash to their holder during their life, although interest is accrued during that period. Its value to an investor consists of the difference between its face value at the time of maturity and the price

for which it was acquired, which is generally an amount significantly less than its face value (sometimes referred to as a “deep discount” price). Because zero coupon bonds usually trade at a deep discount, they will be subject to greater fluctuations in market value in response to changing interest rates than debt obligations of comparable maturities which make periodic distributions of interest. On the other hand, because there are no periodic interest payments to be reinvested prior to maturity, zero coupon securities eliminate reinvestment risk and lock in a rate of return to maturity.

REGULATED MARKETS

Except to the extent permitted by the UCITS Regulations, the securities in which the Funds will invest will be traded on a Regulated Market. The Regulated Markets in which the Funds may trade are listed in Schedule III hereto.

ADHERENCE TO INVESTMENT OBJECTIVES AND POLICIES

Any change in investment objectives and any material change in investment policies will be subject to prior written approval of all Shareholders or approval by the majority of votes of Shareholders passed at a general meeting. In accordance with the Articles of Association, Shareholders will be given twenty-one days’ notice (excluding the day of posting and the day of the meeting) of such general meeting. The notice shall specify the place, day, hour, and nature of business of such meeting, as well as the proposed effective date of any changes to the investment objectives and policies. If a change in investment objectives and policies is approved by Shareholders, the change will become effective on the second Dealing Day following the approval of the change by Shareholders, or on such other date as indicated in the notice to Shareholders proposing the change.

USE OF TEMPORARY DEFENSIVE MEASURES

With respect to each Fund, in certain circumstances, on a temporary and exceptional basis, when the relevant Investment Manager or Sub-Investment Manager deems it to be in the best interests of Shareholders, the Fund may not adhere to its investment policies as disclosed in the relevant Supplement. Such circumstances include, but are not limited to, (1) when the Fund has high levels of cash as a result of subscriptions or earnings; (2) when the Fund has a high level of redemptions; (3) when the relevant Sub-Investment Manager takes temporary action to try to preserve the value of the Fund or limit losses in emergency market conditions or in the event of movements in interest rates; or

(4) when all Shares of the Fund are due to be mandatorily redeemed and this has been notified to Shareholders of the Fund. In such circumstances, a Fund may hold cash or invest in Money Market Instruments, short-term debt securities issued or guaranteed by national governments located globally; short-term corporate debt securities such as freely transferable promissory notes, debentures, bonds (including zero coupon bonds), convertible and non-convertible notes, commercial paper, certificates of deposits, and bankers acceptances issued by industrial, utility, finance, commercial banking or bank holding company organizations. The Fund will only invest in debt securities that are rated at least investment grade by an NRSRO. During such circumstances, the Fund may not be pursuing its principal investment strategies and may not achieve its investment objective. The foregoing does not relieve the Funds of the obligation to comply with the regulations set forth in Schedule II.

DISTRIBUTIONS

Distributing Share Classes

The letter in parentheses at the end of the name of each Distributing Share Class indicates the frequency of dividend declarations and dividend payments, as detailed in the following table.

Distributing Share Classes (other than Distributing Plus (e), Distributing Plus (u) Share Classes and Distributing Plus Share Classes):

For each Distributing Share Class of each Fixed Income Fund, Money Market Fund and Equity Income Fund, at the time of each dividend declaration: (1) all, or some portion of, net investment income, if any, will be declared as a dividend; and (2) all, or some portion of, realised capital gains net of realised and unrealised capital losses may be, but is not required to be, declared as a dividend.

For each Distributing Share Class of each Equity Fund (other than the Equity Income Funds) and Multi-Asset Fund, at the time of each dividend declaration: net investment income, if any, will be declared as a dividend.

Distributing Plus (e) and Distributing Plus (u) Share Classes:

For Legg Mason Brandywine Global Credit Opportunities Fund, Legg Mason Brandywine Global Sovereign Credit Fund, Legg Mason Western Asset Macro Opportunities Bond Fund, Legg Mason Western Asset US Mortgage-Backed Securities Fund, Legg Mason RARE Emerging Markets Infrastructure Fund and Legg Mason RARE Infrastructure Value Fund:

For each Distributing Plus (e) and Distributing Plus (u) Share Class: (1) all, or some portion of, net investment income, if any, will be declared as a dividend at the time of each dividend declaration; and (2) all, or some portion of, realised capital gains net of realised and unrealised capital losses may be, but is not required to be, declared as a dividend at the time of each dividend declaration; and (3) certain fees and expenses may be charged to capital rather than income.

For each other Fund:

For each Distributing Plus (e) and Distributing Plus (u) Share Class: (1) all, or some portion of, net investment income, if any, will be declared as a dividend at the time of each dividend declaration; and (2) all, or some portion, of, realised and unrealised capital gains net of realised and unrealised capital losses may be, but is not required to be, declared as a dividend at the time of each dividend declaration; and (3) certain fees and expenses may be charged to capital rather than income.

It should be noted that the declaration of distributions in the Distributing Plus (e) and Distributing Plus (u) Share Classes, which may charge certain fees and expense to capital rather than income, could result in the erosion of capital for investors in those Distributing Plus (e) and Distributing Plus (u) Share Classes and increased income to Shareholders will be achieved by forgoing some of the potential for future capital growth.

Distributing Plus Share Classes:

For each Distributing Plus Share Class, at the time of each dividend declaration: (1) all, or some portion of, net investment income, if any, will be declared as a dividend; and (2) all, or some portion of, realised and unrealised capital gains net of realised and unrealised capital losses may be, but is not required to be, declared as a dividend; and

(3) a portion of capital may be, but is not required to be, declared as a dividend.

It should be noted that the declaration of distributions in the Distributing Plus Share Classes, which may distribute dividends out of capital, could result in the erosion of capital for investors in those Distributing Plus Share Classes and that the distributions will be achieved by forgoing the potential for future capital growth of the investment of the Shareholders of the Distributing Plus Share Classes. The value of future returns may also be diminished. This cycle may continue until all capital is depleted.

Shareholders of each Distributing Share Class may elect on the application whether or not to invest distributions in additional Shares. Distributions that are paid will be in the currency in which the Shareholder subscribed for Shares, unless the Shareholder requests otherwise. Payments will be made by wire transfer to a Shareholder’s account.

Accumulating Share Classes

With respect to Accumulating Share Classes, it is intended that, in the normal course of business, distributions will not be declared and that any net investment income and net gains attributable to each Accumulating Share Class will be accumulated daily in the respective NAV per Share of each respective Share Class. For each Fund, if distributions are declared and paid with respect to Accumulating Share Classes, such distributions may be made from net investment

income and also, in the case of Fixed Income Funds1, Money Market Funds and Equity Income Funds,2 from realised capital gains net of realised and unrealised capital losses. Shareholders will be notified in advance of any change in distribution policy for the Accumulating Share Classes.

INVESTMENT RESTRICTIONS

Each Fund’s investments will be limited to investments permitted by the UCITS Regulations, and if applicable, the Hong Kong regulations, the Taiwanese regulations and/or the Korean regulations, as set out in Schedule II. Each Fund is also subject to the relevant investment policies as stated in the relevant Supplement and, in the case of a conflict between such policies and the UCITS Regulations, the Hong Kong regulations, the Taiwanese regulations and/or the Korean regulations, the more restrictive limitation shall apply. In any event, the Company will comply with all the Central Bank Rules.

If the UCITS Regulations, the Hong Kong regulations, the Taiwanese regulations and/or the Korean regulations are altered during the life of the Company, the investment restrictions may be changed to take account of any such alterations and Shareholders will be advised of such changes in the next succeeding annual or half-yearly report of the relevant Fund.

Any change in the above investment restrictions shall be subject to the prior approval of the Central Bank.

The investment policies of each Fund permit investments in units or shares of other collective investment schemes within the meaning of Regulation 68(1)(e) of the UCITS Regulations. No Fund will invest in another collective investment scheme that charges a management fee of greater than 5% per annum or a performance fee of greater than 30% of the increase in the net asset value of the scheme. Such permitted investment includes investing in other funds of the Company. Notwithstanding the foregoing, no Fund may invest in another fund of the Company if the latter fund itself holds shares in other funds of the Company. If a Fund invests in another fund of the Company, no annual management or investment management fee may be charged to the investing Fund with respect to that portion of its assets invested in the other fund of the Company.

When a Fund invests in the units or shares of another collective investment scheme that is managed, directly or by delegation, by the Manager or the Fund’s Investment Manager or Sub-Investment Manager (collectively the “Investment Adviser”) or by any other company with which the Manager or the Fund’s Investment Adviser is linked by common management or control, or by a direct or indirect holding of more than 10% of the share capital or voting rights, the Manager or Investment Adviser or other company may not charge management, subscription, conversion or redemption fees on account of the Fund's investment in the units or shares of such other collective investment scheme.

INVESTMENT TECHNIQUES AND INSTRUMENTS AND FINANCIAL DERIVATIVE INSTRUMENTS

Subject to the conditions and within the limits from time to time laid down by the Central Bank, and except where otherwise stated in the investment objective and policies of a Fund, each Fund may engage in transactions in financial derivative instruments (“FDIs”), whether for efficient portfolio management purposes (i.e., hedging, reducing risks or costs, or increasing capital or income returns) and/or investment purposes. A list of the Regulated Markets on which the FDIs may be quoted or traded is set out in Schedule III.

The policy that will be applied to collateral arising from OTC derivative transactions or efficient portfolio management techniques relating to the Funds is to adhere to the requirements set out in “Investment Techniques and Instruments and Financial Derivative Instruments” section herein. This sets out the permitted types of collateral, level of collateral required and haircut policy and, in the case of cash collateral, the re-investment policy prescribed by the Central Bank pursuant to the UCITS Regulations. The categories of collateral which may be received by the Funds include cash and non-cash assets such as equities, debt securities and money market instruments. From time to time and subject to

1 This does not apply for the Legg Mason Brandywine Global Credit Opportunities Fund, Legg Mason Brandywine Global Sovereign Credit Fund, Legg Mason Western Asset Macro Opportunities Fund and Legg Mason Western Asset US Mortgage- Backed Securities Fund, which may only make distributions from net investment income.

2 This does not apply for the Legg Mason RARE Emerging Markets Infrastructure Fund and Legg Mason RARE Infrastructure Value Fund, which may only make distributions from net investment income.

the requirements set out in the “Investment Techniques and Instruments and Financial Derivative Instruments” section herein, the policy on levels of collateral required and haircuts may be adjusted, at the discretion of the Investment Manager/Sub-Investment Manager, where this is determined to be appropriate in the context of the specific counterparty, the characteristics of the asset received as collateral, market conditions or other circumstances. The haircuts applied (if any) by the Investment Manager/Sub-Investment Manager are adapted for each class of assets received as collateral, taking into account the characteristics of the assets such as the credit standing and/or the price volatility, as well as the outcome of any stress tests performed in accordance with the requirements in “Investment Techniques and Instruments and Financial Derivative Instruments” section herein. Each decision to apply a specific haircut, or to refrain from applying any haircut, to a certain class of assets should be justified on the basis of this policy.

If cash collateral received by a Fund is re-invested, the Fund is exposed to the risk of loss on that investment. Should such a loss occur, the value of the collateral will be reduced and the Fund will have less protection if the counterparty defaults. The risks associated with the re-investment of cash collateral are substantially the same as the risks which apply to the other investments of the Fund. For further details see the “Risk Factors” section herein.

Direct and indirect operational costs and fees arising from the efficient portfolio management techniques of stock lending, repurchase and reverse repurchase arrangements may be deducted from the revenue delivered to the Funds (e.g., as a result of revenue sharing arrangements). All the revenues arising from such efficient portfolio management techniques, net of direct and indirect operational costs, will be returned to the relevant Fund. The entities to which direct and indirect costs and fees may be paid include banks, investment firms, broker-dealers, securities lending agents or other financial institutions or intermediaries and may be parties related to the Depositary. The revenues arising from such efficient portfolio management techniques for the relevant reporting period, together with the direct and indirect operational costs and fees incurred and the identity of the counterparty(ies) to these efficient portfolio management techniques, will be disclosed in the annual and half-yearly reports of the Funds.

PERMITTED FDI

A Fund may invest in FDI provided that:

(i) the relevant reference items or indices, consist of one or more of the following:

- instruments referred to in Regulation 68(1)(a) – (f) and (h) of the UCITS Regulations, including financial instruments having one or several characteristics of those assets;

- financial indices;

- interest rates;

- foreign exchange rates; or

- currencies; and

(ii) the FDI do not expose the Fund to risks which it could not otherwise assume (e.g., gain exposure to an instrument/issuer/currency to which the Fund cannot have a direct exposure);

(iii) the FDI do not cause the Fund to diverge from its investment objectives;

(iv) the reference in (i) above to financial indices shall be understood as a reference to indices which fulfil the following criteria and the provisions of the Central Bank Rules:

(a) they are sufficiently diversified, in that the following criteria are fulfilled:

(i) the index is composed in such a way that price movements or trading activities regarding one component do not unduly influence the performance of the whole index;

(ii) where the index is composed of assets referred to in Regulation 68(1) of the UCITS Regulations, its composition is at least diversified in accordance with the Regulation 71 of the UCITS Regulations; and

(iii) where the index is composed of assets other than those referred to in Regulation 68(1) of the UCITS Regulations, it is diversified in a way which is equivalent to that provided for in Regulation 71 of the UCITS Regulations;

(b) they represent an adequate benchmark for the market to which they refer, in that the following criteria are fulfilled:

(i) the index measures the performance of a representative group of underlyings in a relevant and appropriate way;

(ii) the index is revised or rebalanced periodically to ensure that it continues to reflect the markets to which it refers following criteria which are publicly available; and

(iii) the underlyings are sufficiently liquid, which allows users to replicate the index, if necessary; and

(c) they are published in an appropriate manner, in that the following criteria are fulfilled:

(i) their publication process relies on sound procedures to collect prices and to calculate and to subsequently publish the index value, including pricing procedures for components where a market price is not available; and

(ii) material information on matters such as index calculation, rebalancing methodologies, index changes or any operational difficulties in providing timely or accurate information is provided on a wide and timely basis; and

(v) where a Fund enters into a total return swap or invests in other financial derivative instruments with similar characteristics, the assets held by the Fund must comply with Regulations 70, 71, 72, 73 and 74 of the UCITS Regulations.

Where the composition of assets which are used as underlyings by FDI does not fulfil the criteria set out in (a), (b) or

(c) above, those FDI shall, where they comply with the criteria set out in Regulation 68(1)(g) of the UCITS Regulations, be regarded as financial derivatives on a combination of the assets referred to in Regulation 68(1)(g)(i) of the UCITS Regulations, excluding financial indices.

Credit derivatives are permitted where:

(i) they allow the transfer of the credit risk of an asset as referred to above, independently from the other risks associated with that asset;

(ii) they do not result in the delivery or in the transfer, including in the form of cash, of assets other than those referred to in the Regulation 68(1) and (2) of the UCITS Regulations;

(iii) they comply with the criteria for OTC derivatives set out below; and

(iv) their risks are adequately captured by the risk management process of the Fund, and by its internal control mechanisms in the case of risks of asymmetry of information between the Fund and the counterparty to the credit derivative resulting from potential access of the counterparty to non-public information on firms the assets of which are used as underlyings by credit derivatives. The Fund must undertake the risk assessment with the highest care when the counterparty to the FDI is a related party of the Fund or the credit risk issuer.

FDIs must be dealt in on a market that is regulated, operates regularly, is recognised and is open to the public in a Member State or a non-Member State, but notwithstanding this, a Fund may invest in FDI dealt in over-the-counter, “OTC derivatives” provided that:

(i) the counterparty is (a) a Credit Institution listed in Regulation 7(a) – (c) of the Central Bank Regulations; (b) an investment firm, authorised in accordance with the Markets in Financial Instruments Directive; or (c) a group company of an entity issued with a bank holding company licence from the Federal Reserve of the United States of America where that group company is subject to bank holding company consolidated supervision by the Federal Reserve;

(ii) where a counterparty within sub-paragraphs (b) or (c) of paragraph (i): (a) was subject to a credit rating by an agency registered and supervised by ESMA that rating shall be taken into account by the Company in the credit assessment process; and (b) where a counterparty is downgraded to A-2 or below (or comparable rating) by the credit rating agency referred to in subparagraph (a) of this paragraph (ii) this shall result in a new credit assessment being conducted of the counterparty by the Company without delay;

(iii) in the case of subsequent novation of the OTC derivative contract, the counterparty is one of: the entities set out in paragraph (i); or a CCP authorised, or recognised by ESMA, under EMIR; or, pending recognition by ESMA under Article 25 of EMIR, an entity classified as a derivatives clearing organisation by the Commodity Futures Trading Commission or a clearing agency by the SEC (both CCP);

(iv) risk exposure to the counterparty does not exceed the limits set out in Regulation 70(1)(c) of the UCITS Regulations. The Fund shall calculate the counterparty exposure using the positive mark-to-market value of the OTC derivative with that counterparty. The Fund may net its derivative positions with the same counterparty, provided that the Fund is able to legally enforce netting arrangements with the counterparty. Netting is only permissible with respect to OTC derivative instruments with the same counterparty and not in relation to any other exposures the Fund may have to that counterparty. The Fund may take account of collateral received by the Fund in order to reduce the exposure to the counterparty, provided that the collateral meets with the requirements specified in paragraphs (3), (4), (5), (6), (7), (8), (9) and (10) of Regulation 24 of the Central Bank Regulations; and

(v) the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Fund’s initiative.

Collateral received must at all times meet with the requirements set out in the Central Bank Rules.

Collateral passed to an OTC derivative counterparty by or on behalf of a Fund must be taken into account in calculating exposure of the Fund to counterparty risk as referred to in Regulation 70(1)(c) of the UCITS Regulations. Collateral passed may be taken into account on a net basis only if the Fund is able to legally enforce netting arrangements with this counterparty.

Calculation of issuer concentration risk and counterparty exposure risk

Each Fund must calculate issuer concentration limits as referred to in Regulation 70 of the UCITS Regulations on the basis of the underlying exposure created through the use of FDI pursuant to the commitment approach. The risk exposures to a counterparty arising from OTC FDI transactions and efficient portfolio management techniques must be combined when calculating the OTC counterparty limit as referred to in Regulation 70(1)(c) of the UCITS Regulations. A Fund must calculate exposure arising from initial margin posted to and variation margin receivable from a broker relating to exchange-traded or OTC derivatives, which is not protected by client money rules or other similar arrangements to protect the Fund against the insolvency of the broker, and that exposure cannot exceed the OTC counterparty limit referred to in Regulation 70(1)(c) of the UCITS Regulations.

The calculation of issuer concentration limits as referred to in Regulation 70 of the UCITS Regulations must take account of any net exposure to a counterparty generated through a stocklending or Repurchase Agreement. Net exposure refers to the amount receivable by a Fund less any collateral provided by the Fund. Exposures created

through the reinvestment of collateral must also be taken into account in the issuer concentration calculations. When calculating exposures for the purposes of Regulation 70 of the UCITS Regulations, a Fund must establish whether its exposure is to an OTC counterparty, a broker or a clearing house.

Position exposure to the underlying assets of FDI, including embedded FDI in transferable securities, money market instruments or collective investment schemes, when combined where relevant with positions resulting from direct investments, may not exceed the investment limits set out in Regulations 70 and 73 of the UCITS Regulations. When calculating issuer-concentration risk, the financial derivative instrument (including embedded financial derivative instruments) must be looked through in determining the resultant position exposure. This position exposure must be taken into account in the issuer concentration calculations. Issuer concentration must be calculated using the commitment approach when appropriate or the maximum potential loss as a result of default by the issuer if more conservative. It must also be calculated by all Funds, regardless of whether they use VaR for global exposure purposes. This provision does not apply in the case of index based FDI provided the underlying index is one which meets with the criteria set out in Regulation 71(1) of the UCITS Regulations.

A transferable security or money market instrument embedding a FDI shall be understood as a reference to financial instruments which fulfil the criteria for transferable securities or money market instruments set out in the UCITS Regulations and which contain a component which fulfils the following criteria:

(i) by virtue of that component some or all of the cash flows that otherwise would be required by the transferable security or money market instrument which functions as host contract can be modified according to a specified interest rate, financial instrument price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, and therefore vary in a way similar to a stand-alone derivative;

(ii) its economic characteristics and risks are not closely related to the economic characteristics and risks of the host contract; and

(iii) it has a significant impact on the risk profile and pricing of the transferable security or money market instrument.

A transferable security or a money market instrument shall not be regarded as embedding a FDI where it contains a component which is contractually transferable independently of the transferable security or the money market instrument. Such a component shall be deemed to be a separate financial instrument.

Risk Management and Cover Requirements

Certain of the Funds using FDI, as indicated in the relevant Supplement, employ the “commitment approach” to measure global exposure. Each such Fund must ensure that its global exposure relating to FDI does not exceed its total NAV. Each such Fund may not therefore be leveraged, including any short positions, in excess of 100% of its NAV. To the extent permitted under the Central Bank Rules, these Funds may take account of netting and hedging arrangements when calculating global exposure. The commitment approach is detailed in these Funds’ risk management procedures for FDI, which are described below under “Risk Management Process and Reporting”.

Certain of the Funds using FDI, as indicated in the relevant Supplement, employ the Value-at-Risk (“VaR”) method in measuring global exposure and adheres to a limit on the absolute VaR of the Fund of 20% of the Fund’s NAV, or lower if so provided in the relevant Supplement. In applying the VaR method, unless otherwise provided in the relevant Supplement, the following quantitative standards are used:

• the “one-tailed” confidence level is 99%;

• the holding period is 20 days; and

• the historical observation period is longer than one year.

Each of the Funds utilising the VaR method must employ back testing and stress testing and comply with other regulatory requirements regarding the use of VaR. The VaR method is detailed in the Funds’ risk management procedures for FDI, which are described below under “Risk Management Process and Reporting”.

Cover Requirements

A Fund must, at any given time, be capable of meeting all its payment and delivery obligations incurred by transactions involving FDI. Monitoring of FDI transactions to ensure they are adequately covered must form part of the risk management process of the Fund.

A transaction in FDI which gives rise, or may give rise, to a future commitment on behalf of a Fund must be covered as follows:

(i) in the case of FDI which automatically, or at the discretion of the Fund, are cash settled a Fund must hold, at all times, liquid assets which are sufficient to cover the exposure;

(ii) in the case of FDI which require physical delivery of the underlying asset, the asset must be held at all times by a Fund. Alternatively a Fund may cover the exposure with sufficient liquid assets where:

- the underlying assets consists of highly liquid fixed income securities; and/or

- the Fund considers that the exposure can be adequately covered without the need to hold the underlying assets, the specific FDI are addressed in the risk management process, which is described under “Risk Management Process and Reporting” below, and details are provided in the prospectus.

Risk Management Process and Reporting

(i) The Funds must employ a risk management process to enable them to accurately measure, monitor and manage the risks attached to FDI positions;

(ii) The Funds must provide the Central Bank with details of their risk management process in respect of FDI activity. The initial filing is required to include the following information:

- permitted types of FDI, including embedded derivatives in transferable securities and money market instruments;

- details of the underlying risks;

- relevant quantitative limits and how these will be monitored and enforced;

- methods for estimating risks.

A Fund must submit a report to the Central Bank on its FDI positions on an annual basis. The report, which must contain information which reflects a true and fair view of the types of FDI used by the Fund, the underlying risks, the quantitative limits and the methods used to estimate those risks, must be submitted with the annual report of the Company. The Company must, at the request of the Central Bank, provide this report at any time.

The use of these strategies involves certain special risks, including: (1) dependence on the ability to predict movements in the prices of securities being hedged and movements in interest rates; (2) imperfect correlation between the hedging instruments and the securities or market sectors being hedged; (3) the fact that skills needed to use these instruments are different from those needed to select the Fund’s securities; (4) the possible absence of a liquid market for any particular instrument at any particular time; and (5) possible impediments to effective portfolio management or the ability to meet redemption requests or other short-term obligations because of the percentage of a Fund’s assets segregated to cover its obligations.

The Company shall supply to a Shareholder upon request supplementary information in relation to the quantitative risk management limits applied by it, the risk management methods used by it and any recent developments in the risk and yield characteristics for the main categories of investment.

INVESTMENTS IN SECURITISATIONS

A Fund shall not invest in a Securitisation Position unless, where required by the Securitisation Regulation, the Originator, Sponsor or Original Lender retains on an ongoing basis a material net economic interest of not less than 5% in accordance with the Securitisation Regulation. Where a Fund is exposed to a Securitisation that no longer meets the requirements provided for in the Securitisation Regulation, the Manager or relevant Investment Manager shall, in the best interest of the investors in the relevant Fund, act and take corrective action, if appropriate.

TYPES AND DESCRIPTION OF FDI

Below are examples of the types of FDI in which the Funds may invest from time to time:

Options: Subject to the requirements laid down by the Central Bank, certain Funds (as indicated in the relevant Supplement) may purchase or sell exchange-traded option contracts. A call option on a security is a contract under which the purchaser, in return for a premium paid, has the right to buy the securities underlying the option at the specified exercise price at any time during the term of the option. The writer (seller) of the call option, who receives the premium, has the obligation, upon exercise of the option, to deliver the underlying securities against payment of the exercise price. A put option is a contract that gives the purchaser, in return for a premium paid, the right to sell the underlying securities at the specified exercise price during the term of the option. The writer of the put, who receives the premium, has the obligation to buy the underlying securities, upon exercise, at the exercise price. Put options may be sold on condition that the relevant Fund complies with the cover requirements described above under “Cover Requirements”. Index put options may be sold provided that all of the assets of the Fund, or a proportion of such assets which may not be less in value than the exercise value of the put option sold, can reasonably be expected to behave in terms of price movement in the same manner as the options contract.

Certain Funds (as indicated in the relevant Supplement) may also enter into options traded over-the-counter (or OTC options). Unlike exchange-traded options, which are standardised with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options generally are established through negotiation with the other party to the option contract. While this type of arrangement allows a Fund great flexibility to tailor the option to its needs, OTC options generally involve greater risk than exchange-traded options, which are guaranteed by clearing organisations of the exchanges where they are traded.

The purchase of call options can serve as a long hedge, and the purchase of put options can serve as a short hedge. Writing put or call options can enable a Fund to enhance yield by reason of the premiums paid by the purchasers of such options. Writing call options can serve as a limited short hedge, because declines in the value of the hedged investment would be offset to the extent of the premium received for writing the option. However, the Fund may also suffer a loss as a result of writing options. For example, if the market price of the security underlying a put option declines to less than the exercise price of the option, minus the premium received, the Fund would suffer a loss.

A Fund may effectively terminate its right or obligation under an option by entering into a closing transaction. For example, the Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option – this is known as a closing purchase transaction. Conversely, the Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option – this is known as a closing sale transaction. Closing transactions permit the Fund to realise profits or limit losses on an option position prior to its exercise or expiration. There can be no assurance that it will be possible for a Fund to enter into any closing transaction.

A type of put is an “optional delivery standby commitment”, which is entered into by parties selling debt securities to the Fund. An optional delivery standby commitment gives the Fund the right to sell the security back to the seller on specified terms. This right is provided as an inducement to purchase the security.

Certain Funds (as indicated in the relevant Supplement) may purchase and write covered straddles on securities, currencies or bond indices. A long straddle is a combination of a call and a put option purchased on the same security, index or currency where the exercise price of the put is less than or equal to the exercise price of the call. The Fund would enter into a long straddle when its Sub-Investment Manager believes that it is likely that interest rates or

currency exchange rates will be more volatile during the term of the options than the option pricing implies. A short straddle is a combination of a call and a put written on the same security, index or currency where the exercise price of the put is less than or equal to the exercise price of the call. In a covered short straddle, the same issue of security or currency is considered cover for both the put and the call that the Fund has written. The Fund would enter into a short straddle when the Sub-Investment Manager believes that it is unlikely that interest rates or currency exchange rates will be volatile during the term of the option as the option pricing implies. In such cases, the Fund will segregate cash and/or appropriate liquid securities equivalent in value to the amount, if any, by which the put is “in the money”, that is, the amount by which the exercise price of the put exceeds the current market value of the underlying security.

Puts and calls on indices are similar to puts and calls on securities (described above) or futures contracts (described below), except that all settlements are in cash and gain or loss depends on changes to the index in question rather than on price movements in individual securities or futures contracts. When a Fund writes a call on an index, it receives a premium and agrees that, prior to the expiration date, the purchase of the call, upon exercise of the call, will receive from the Fund an amount of cash if the closing level of the index upon which the call is based is greater than the exercise price of the call. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call times a specified multiple (“multiplier”), which determines the total cash value for each point of such difference. When a Fund buys a put on an index, it pays a premium and has the right, prior to the expiration date, to require the seller of the put, upon the Fund’s exercise of the put, to deliver to the Fund an amount of cash if the closing level of the index upon which the put is based is less than the exercise price of the put, which amount of cash is determined by the multiplier, as described above for calls. When the Fund writes a put on an index, it receives a premium and the purchaser of the put has the right, prior to the expiration date, to require the Fund to deliver to it an amount of cash equal to the difference between the closing level of the index and exercise price times the multiplier if the closing level is less than the exercise price.

Puts and calls on currencies may be transacted either on exchanges or the OTC market. A put option on a currency gives the purchaser of the option the right to sell a currency at the exercise price until the option expires. A call option on a currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires.

Futures and Options on Futures: Subject to the requirements laid down by the Central Bank, certain Funds (as indicated in the relevant Supplement) may enter into certain types of futures contracts or options on futures contracts. The sale of a futures contract creates an obligation by the seller to deliver the type of financial instrument called for in the contract in a specified delivery month for a stated price. The purchase of a futures contract creates an obligation by the purchaser to pay for and take delivery of the type of financial instrument called for in the contract in a specified delivery month, at a stated price. The purchase or sale of a futures contract differs from the purchase or sale of a security or option in that no price or premium is paid or received. Instead, an amount of cash, US Government Securities or other liquid assets generally not exceeding 5% of the face amount of the futures contract must be deposited with the broker. This amount is known as initial margin. Subsequent payments to and from the broker, known as variation margin, are made on a daily basis as the price of the underlying futures contract fluctuates making the long and short positions in the futures contract more or less valuable, a process known as “marking to market.” In most cases futures contracts are closed out before the settlement date without the making or taking of delivery. Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity and the same delivery date. If the price of the initial sale of the futures contract exceeds the price of the offsetting purchase, the seller is paid the difference and realises a gain. Conversely, if the price of the offsetting purchase exceeds the price of the initial sale, the seller realises a loss. Similarly, the closing out of a futures contract purchase is effected by the purchaser entering into a futures contract sale. If the offsetting sale price exceeds the purchase price, the purchaser realises a gain, and if the purchase price exceeds the offsetting sale price, a loss will be realised.

Futures strategies can be used to change the duration of a Fund’s portfolio. If the relevant Sub-Investment Manager wishes to shorten the duration of the Fund’s portfolio, the Fund may sell an interest rate, index or debt futures contract or a call option thereon, or purchase a put option on that futures contract. If the Sub-Investment Manager wishes to lengthen the duration of the Fund’s portfolio, the Fund may buy a debt futures contract or call option thereon, or sell a put option thereon.

An interest rate, currency, or index futures contract provides for the future sale or purchase of a specified quantity of a financial instrument, currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which a party agrees to pay or receive an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. In variance futures contracts, the counterparties’ obligation is based upon the volatility of a reference index. These futures are similar to volatility or variance swaps, as discussed below under “Swaps”.

Futures contracts may also be used for other purposes such as to simulate full investment in underlying securities while retaining a cash balance for efficient portfolio management purposes, as a substitute for direct investment in a security, to facilitate trading, to reduce transaction costs, or to seek higher investment returns when a futures contract or option is priced more attractively than the underlying security or index.

Swaps: Subject to the requirements laid down by the Central Bank, certain Funds (as indicated in the relevant Supplement) may enter into transactions in swaps (including credit default swaps, interest rate swaps (including non- deliverable), inflation swaps, total return swaps, swaptions, currency swaps (including non-deliverable), contracts for differences, volatility swaps and spread locks) or options on swaps. An interest rate swap involves the exchange by a Fund with another party of their respective commitments to pay or receive cash flows (e.g., an exchange of floating rate payments for fixed-rate payments). The purchase of a cap entitles the purchaser, to the extent that a specified index exceeds a predetermined value, to receive payments on a notional principal amount from the party selling the cap. The purchase of a floor entitles the purchaser, to the extent that a specified index falls below a predetermined value, to receive payments on a notional principal amount from the party selling the floor. A collar combines elements of buying a cap and selling a floor. A collar is created by purchasing a cap or floor and selling the other. The premium due for the cap (or floor as appropriate) is partially offset by the premium received for the floor (or cap as appropriate), making the collar an effective way to hedge risk at low cost. Spread locks are contracts that guarantee the ability to enter into an interest rate swap at a predetermined rate above some benchmark rate. A non-deliverable swap is one in which the payments to be exchanged are in different currencies, one of which is a thinly traded or non-convertible currency, and the other is a freely convertible, major currency. At each payment date, the payment due in the non- convertible currency is exchanged into the major currency at a daily reference rate, and net settlement is made in the major currency. A swaption is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms.

Certain Funds (as indicated in the relevant Supplement) may enter into credit default swap agreements, provided that

(i) the credit default swap agreement must be subject to daily valuation by the Funds and independently verified at least weekly, and (ii) the risks attached to the credit default swap must be independently assessed on a half-yearly basis and the report must be submitted to the Directors for review. A Fund may be either the buyer or seller in a credit default swap transaction. The “buyer” in a credit default contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred. If a Fund is a buyer and no event of default occurs, the Fund will lose its investment and recover nothing. On the other hand, if the Fund is a buyer and an event of default does occur, the Fund (the buyer) will receive the full notional value of the reference obligation that may have little or no value. Conversely, if the Fund is a seller and an event of default occurs, the Fund (the seller) must pay the buyer the full notional value, or “par value”, of the reference obligation in exchange for the reference obligation. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and ten years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation.

Total return swaps are derivative agreements under which one counterparty transfers the total economic performance, including income from interest and fees, gains and losses from price movements, and credit losses of a reference obligation to another counterparty for investment and efficient portfolio management purposes. Through the swap the Fund may take a long or short position in the underlying asset(s), which may constitute a single security or a basket of securities. Exposure through the swap closely replicates the economics of physical shorting (in the case of short positions) or physical ownership (in the case of long positions), but in the latter case without the voting or beneficial ownership rights of direct physical ownership. If a Fund invests in total return swaps or other FDI with the same characteristics, the underlying asset or index may be comprised of equity or debt securities, money market instruments or other eligible investments which are consistent with the investment objective and policies of the Fund. The counterparties to such transactions are typically banks, investment firms, broker-dealers, collective investment

schemes or other financial institutions or intermediaries. The risk of the counterparty defaulting on its obligations under the total return swap and its effect on investor returns are described in the section entitled “Risk Factors”. The counterparties to total return swaps entered into by a Fund will not assume any discretion over the composition or management of the Fund’s investment portfolio or over the underlying of the FDIs, and the counterparty’s approval is not required in relation to any portfolio transactions by the Fund.

In a volatility swap, also known as a forward volatility agreement, the counterparties agree to make payments in connection with changes in the volatility (i.e., the magnitude of change over a specified period of time) of an underlying reference instruments, such as a currency, rate, index, security or other financial instrument. Volatility swaps permit the parties to attempt to hedge volatility risk and/or take positions on the projected future volatility of an underlying reference instrument. For example, a Fund may enter into a volatility swap in order to take the position that the reference instrument’s volatility will increase over a particular period of time. If the reference instrument’s volatility increases over the specified time period, the Fund will receive a payment from its counterparty based upon the amount by which the reference instrument’s realised volatility level exceeds a volatility level agreed between the parties. If the reference instrument’s volatility does not increase over the specified time period, the Fund will make a payment to the counterparty based upon the amount by which the reference instrument’s realised volatility level falls below the volatility level agreed upon by the parties. Payments on a volatility swap will be greater if they are based upon the mathematical square of volatility (i.e., the measured volatility multiplied by itself, which is referred to as “variance”). This type of volatility swap is frequently referred to as a variance swap.

A contract for difference (“CFD”) is an agreement between a buyer and a seller to exchange the difference between the current price of an underlying asset (a security, currency, index, etc.) and its price when the contract is closed. If the difference is negative when the contract is closed, the buyer pays to the seller.

Swap agreements, including caps, floors and collars, can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the overall volatility of a Fund’s investments and its share price and yield because, and to the extent, these agreements affect the Fund’s exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities values, corporate borrowing rates or other factors such as security prices or inflation rates. Swap agreements will tend to shift a Fund’s investment exposure from one type of investment to another. For example, if a Fund agrees to exchange payments in US Dollars for payments in the currency of another country, the swap agreement would tend to decrease the Fund’s exposure to US interest rates and increase its exposure to the other country’s currency and interest rates. Caps and floors have an effect similar to buying or writing options.

Forward Currency Exchange Contracts: Certain Funds (as indicated in the relevant Supplement) using FDI may employ techniques and instruments that are intended to provide protection against exchange risks in the context of the management of its assets and liabilities (i.e., currency hedging) by gaining an exposure to one or more foreign currencies or otherwise altering the currency exposure characteristics of securities held by a Fund (i.e., active currency positions). Certain Funds (as indicated in the relevant Supplement) may also employ such techniques and instruments for the purpose of attempting to enhance the Fund’s return.

A forward currency exchange contract, which involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract, reduces a Fund’s exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will receive for the duration of the contract. The effect on the value of a Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another currency. A contract to sell currency would limit any potential gain, which might be realised if the value of the hedged currency increases. A non-deliverable forward currency exchange contract (a “non- deliverable forward”) is a cash-settled contract on a thinly traded or non-convertible currency. The latter currency is specified against a freely convertible, major currency, and the contract is for a fixed amount of the non-convertible currency, on a specified due date, and at an agreed forward rate. At maturity, the daily reference rate is compared with the agreed forward rate, and the difference must be paid in the convertible currency on the value date.

Certain Funds (as indicated in the relevant Supplement) may enter into forward currency exchange contracts, both deliverable and non-deliverable, to hedge against exchange risk, to increase exposure to a currency, to shift exposure to currency fluctuations from one currency to another, or to enhance return. Each Fixed Income Fund may also enter into options on forward currency exchange contracts, both deliverable and non-deliverable, which in exchange for a

premium gives the Fund the option, but not the obligation, to enter into such a contract at some time before a specified date.

Suitable hedging transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and may eliminate any chance for a Fund to benefit from favourable fluctuations in relevant foreign currencies. A Fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are positively correlated.

Asset-Backed Securities, Convertible Securities, Mortgage-Backed Securities, Structured Notes, Warrants and Rights: Please see the section entitled “Further Information on the Securities in Which the Funds May Invest” for further information in relation to these securities.

Low Exercise Price Warrants (“LEPWs”): LEPWs are equity call products with an exercise price that is very low relative to the market price of the underlying instrument at the time of issue. The buyer of an LEPW effectively pays the full value of the underlying instrument at the outset. LEPWs are designed to replicate the economic exposure of buying a security directly in certain emerging markets. They are typically used where local market access via a local securities account is not available or desirable.

Financial Indices: Certain Funds (as indicated in the relevant Supplement) may use FDI which relate to indices meeting the eligibility requirements of the Central Bank. Details of the eligible indices to which the Funds have exposure shall be available at the Investment Manager’s website https://www.leggmason.com. Additional information on such indices is available on request from the Investment Manager.

TBA ROLL TRANSACTIONS

A Fund may enter into to-be-announced (“TBA”) roll transactions with respect to mortgage-backed securities issued by GNMA, FNMA and FHLMC. In a TBA roll transaction, a Fund sells a mortgage security to a financial institution, such as a bank or broker-dealer, and simultaneously agrees to purchase a similar security from the institution at a later date at an agreed upon price. While having similar traits, such as coupon rate, the securities purchased are determined by the counterparty in the transaction and will not necessarily be the same securities sold. During the period between the sale and repurchase, the relevant Fund will not be entitled to receive interest and principal payments on the securities sold. Proceeds of the sale will be invested in short-term instruments, particularly Repurchase Agreements, and the income from these instruments, together with any additional fee income received on the sale, will generate return for the relevant Fund exceeding the yield on the securities sold. TBA roll transactions include the risk that the quality of the securities received (purchased) is worse than those sold. A Fund may not enter into TBA roll transactions with respect to securities which it does not own.

A Fund may enter into a TBA roll transaction only in accordance with normal market practice and provided that consideration obtained under the transaction is in the form of cash. A Fund may only enter into a TBA roll transaction with counterparties which are rated A-2 or P-2 or better by S&P or Moody’s or given an equivalent rating by any other NRSRO. Until settlement of a TBA roll transaction, the repurchase price for the underlying security must at all times be in the custody of the Depositary.

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT SECURITIES

A Fund may purchase securities on a “when-issued” basis and may purchase or sell securities on a “forward commitment” basis. The price, which is generally expressed in yield terms, is fixed at the time the commitment is made, but delivery and payment for the securities take place at a later date.

When-issued securities and forward commitments may be sold prior to the settlement date, but a Fund will usually enter into when-issued and forward commitments, only with the intention of actually receiving or delivering the securities or to avoid currency risk, as the case may be. No income accrues on securities, which have been purchased pursuant to a forward commitment or on a when-issued basis prior to delivery of the securities. Due to fluctuations in the value of securities purchased or sold on a when-issued or delayed-delivery basis, the yields obtained on such securities may be higher or lower than the yields available in the market on the dates when the securities are actually

delivered to the buyers. If a Fund disposes of the right to acquire a when-issued security prior to its acquisition or disposes of its right to deliver or receive against a forward commitment, the Fund may incur a gain or loss. There is a risk that the securities may not be delivered and that the Fund may incur a loss.

REPURCHASE AGREEMENTS, REVERSE REPURCHASE AGREEMENTS AND STOCKLENDING AGREEMENTS

A portion of each Fund’s assets may be held in ancillary liquid assets. Where indicated in the investment policies of a Fund, for efficient portfolio management purposes, a Fund may enter into Repurchase Agreements, Reverse Repurchase Agreements and stocklending agreements subject to the conditions and limits set out in the Central Bank Rules. A Fund may also lend securities to a counterparty approved by the Investment Manager or Sub-Investment Manager. The Funds may enter into Repurchase Agreements, Reverse Repurchase Agreements and stocklending agreements for efficient portfolio management purposes.

Techniques and instruments which relate to transferable securities or money market instruments and which are used for the purpose of efficient portfolio management shall be understood as a reference to techniques and instruments which fulfil the following criteria:

(i) they are economically appropriate in that they are realised in a cost-effective way;

(ii) they are entered into for one or more of the following specific aims:

(a) reduction of risk;

(b) reduction of cost;

(c) generation of additional capital or income for the Fund with a level of risk which is consistent with the risk profile of the Fund and the risk diversification rules set out in Regulation 71 of the UCITS Regulations;

(iii) their risks are adequately captured by the risk management process of the Fund; and

(iv) they cannot result in a change to the Funds’ declared investment objective or add substantial supplementary risks in comparison to the general risk policy as described in its sales documents.

Repurchase Agreements and Reverse Repurchase Agreements (collectively, “repo agreements”) and stocklending agreements may only be effected in accordance with normal market practice.

All assets received by a Fund (other than a Money Market Fund) in the context of efficient portfolio management techniques should be considered as collateral and should comply with the criteria set down below. Specific rules apply to Money Market Funds and are set out in each Money Market Fund’s Supplement.

Collateral must, at all times, meet with the following criteria:

(i) Liquidity: collateral received other than cash should be highly liquid and traded on a regulated market or multilateral trading facility with transparent pricing in order that it can be sold quickly at a price that is close to pre-sale valuation. Collateral received should also comply with the provisions of Regulation 74 of the UCITS Regulations.

(ii) Valuation: collateral that is received should be valued on at least a daily basis and assets that exhibit high price volatility should not be accepted as collateral unless suitably conservative haircuts are in place.

(iii) Issuer credit quality: collateral received should be of high quality. The Fund shall ensure that:

(a) where the issuer was subject to a credit rating by an agency registered and supervised by ESMA that rating shall be taken into account by the Company in the credit assessment process; and

(b) where an issuer is downgraded below the two highest short-term credit ratings by the credit rating

agency referred to in sub-paragraph (a) this shall result in a new credit assessment being conducted of the issuer by the Fund without delay;

(iv) Correlation: collateral received should be issued by an entity that is independent from the counterparty. There should be a reasonable ground for the Fund to expect that the collateral would not display a high correlation with the performance of the counterparty.

(v) Diversification (asset concentration):

(a) Subject to sub-paragraph (b) below, collateral should be sufficiently diversified in terms of country, markets and issuers with a maximum exposure to a given issuer of 20% of the Fund’s NAV. When Funds are exposed to different counterparties, the different baskets of collateral should be aggregated to calculate the 20% limit of exposure to a single issuer;

(b) it is intended that a Fund may be fully collateralised in different transferable securities and money market instruments issued or guaranteed by a Member State, one or more of its local authorities, a third country, or a public international body to which one or more Member States belong. The Fund should receive securities from at least six different issues, but securities from any single issue should not account for more than 30% of the Fund’s NAV. The Member States, local authorities, third countries, or public international bodies or issuing or guaranteeing securities which the Fund is able to accept as collateral for more than 20% of its NAV shall be drawn from the following list:

OECD Governments (provided the relevant issues are investment grade), Government of the People’s Republic of China, Government of Brazil (provided the issues are of investment grade), Government of India (provided the issues are of investment grade), Government of Singapore, European Investment Bank, European Bank for Reconstruction and Development, International Finance Corporation, IMF, Euratom, The Asian Development Bank, ECB, Council of Europe, Eurofima, African Development Bank, the World Bank, The Inter American Development Bank, EU, Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Government National Mortgage Association (Ginnie Mae), Student Loan Marketing Association (Sallie Mae), Federal Home Loan Bank, Federal Farm Credit Bank, Tennessee Valley Authority and Straight-A Funding LLC; and

(vi) Immediately available: collateral received should be capable of being fully enforced by the Fund at any time without reference to or approval from the counterparty.

Risks linked to the management of collateral, such as operational and legal risks, should be identified, managed and mitigated by the risk management process.

Collateral received on a title transfer basis should be held by the Depositary. For other types of collateral arrangement, the collateral can be held by a third party custodian which is subject to prudential supervision, and which is unrelated and unconnected to the provider of the collateral.

Non-cash collateral cannot be sold, pledged or re-invested. Cash collateral may not be invested other than in the following:

(a) deposits with a Credit Institution referred to in Regulation 7 of the Central Bank Regulations;

(b) high-quality government bonds;

(c) Repurchase Agreements provided the transactions are with a Credit Institution referred to in Regulation 7 of the Central Bank Regulations and the Fund is able to recall at any time the full amount of cash on an accrued basis;

(d) short-term money market funds as defined in the ESMA Guidelines on a Common Definition of European

Money Market Funds (ref CESR/10-049).

Invested cash collateral should be diversified in accordance with the diversification requirement applicable to non- cash collateral. Invested cash collateral may not be placed on deposit with the counterparty or with any entity that is related or connected to the counterparty.

A Fund receiving collateral for at least 30% of its assets should have an appropriate stress testing policy in place to ensure regular stress tests are carried out under normal and exceptional liquidity conditions to enable the Fund to assess the liquidity risk attached to the collateral. The liquidity stress testing policy should at least prescribe the following:

(a) design of stress test scenario analysis including calibration, certification and sensitivity analysis;

(b) empirical approach to impact assessment, including back-testing of liquidity risk estimates;

(c) reporting frequency and limit/loss tolerance threshold/s; and

(d) mitigation actions to reduce loss including haircut policy and gap risk protection.

The haircut policies to be applied by the Investment Manager/Sub-Investment Manager are adapted for each class of assets received as collateral. The haircut policies will take into account the characteristics of the assets such as the credit standing or the price volatility, as well as the outcome of the stress tests performed in accordance with requirements of the Central Bank. The haircut policies are documented and each decision to apply a specific haircut, or to refrain from applying any haircut, to a certain class of assets should be justified on the basis of the relevant policy.

Where a counterparty to a repo agreement or a securities lending agreement which has been entered into by a Fund:

(a) was subject to a credit rating by an agency registered and supervised by ESMA that rating shall be taken into account by the Company in the credit assessment process; and (b) where a counterparty is downgraded to A-2 or below (or comparable rating) by the credit rating agency referred to in sub-paragraph (a) this shall result in a new credit assessment being conducted of the counterparty by the Fund without delay.

A Fund should ensure that it is able at any time to recall any security that has been lent out or terminate any securities lending agreement into which it has entered.

A Fund that enters into a Reverse Repurchase Agreement should ensure that it is able at any time to recall the full amount of cash or to terminate the Reverse Repurchase Agreement on either an accrued basis or a mark-to-market basis. When the cash is recallable at any time on a mark-to-market basis, the mark-to-market value of the Reverse Repurchase Agreement should be used for the calculation of the NAV of the Fund.

A Fund that enters into a Repurchase Agreement should ensure that it is able at any time to recall any securities subject to the repurchase agreement or to terminate the repurchase agreement into which it has entered.

Repo agreements and stocklending agreements do not constitute borrowing or lending for the purposes of Regulation 103 and Regulation 111 respectively of the UCITS Regulations.

It is intended that no Fund will enter into a stocklending transaction which would cause, at the time of the loan, more than 20% of the Fund’s NAV (including the value of the loans’ collateral) being outstanding on loan. Up to 25% of any Fund’s income from stocklending may be paid as a fee to the Company’s stocklending agent.

It is intended that no Fund will enter into a repo agreement which would cause, at the time of entering into the contract, more than 25% of the Fund’s NAV to be subject to repo agreements. All income from repo agreements will accrue to the relevant Fund. Specific requirements in relation to repo agreements apply to Money Market Funds, as set out in each Money Market Fund’s Supplement.

CURRENCY TRANSACTIONS

Certain Funds (as indicated in the relevant Supplement) using FDI may employ techniques and instruments that are intended to provide protection against exchange risks in the context of the management of its assets and liabilities (i.e., currency hedging) by gaining an exposure to one or more foreign currencies or otherwise altering the currency exposure characteristics of securities held by a Fund (i.e., active currency positions). Certain Funds (as indicated in the relevant Supplement) may also employ such techniques and instruments for the purpose of attempting to enhance the Fund’s return. The Funds may (unless otherwise indicated in the relevant Supplement) implement currency hedging strategies by using spot and forward foreign exchange contracts and currency futures, options and swap contracts. More information concerning these types of permitted FDI and the limits thereon is set forth above in the section entitled “Types and Description of FDI” and “Investment Techniques and Instruments and Financial Derivative Instruments”.

For each Fund, with respect to Share Classes denominated in a currency other than the relevant Fund’s Base Currency and that do not include “(Hedged)” in their name, the relevant Investment Manager and Sub-Investment Manager will not employ any techniques to hedge these Share Classes’ exposure to changes in exchange rates between the Base Currency and the currency of the Share Class. As such, the NAV per Share and investment performance of such Share Classes may be affected, positively or negatively, by changes in the value of the Base Currency relative to the value of the currency in which the relevant Share Class is denominated. Similarly, performance of a Share Class may be strongly influenced by movements in currency rates because currency positions held by a Fund may not correspond with the securities positions held by the Fund. Currency conversion will take place on subscriptions, redemptions, exchanges and distributions at prevailing exchange rates.

For each Fund, it is intended, subject to the UCITS Regulations and interpretations issued by the Central Bank from time to time and except for the Index Hedged Share Classes and Portfolio Hedged Share Classes, to hedge each Hedged Share Class against movements in exchange rates between the currency of the Hedged Share Class, on the one hand, and the Base Currency, on the other hand. Such hedging administration may be carried out by the relevant Investment Manager, Sub-Investment Manager or Currency Administrator and will include the use of forward currency exchange transactions.

Notwithstanding the foregoing, there are special hedged share classes available for certain Funds managed by Brandywine Global Investment Management, LLC (“Brandywine”) and the Funds managed by RARE Infrastructure International Pty Limited (“RARE”), namely the Index Hedged Share Classes and the Portfolio Hedged Share Classes. With respect to the Index Hedged Share Classes of the Funds managed by Brandywine, it is intended to hedge back to the currency of the Share Class any exposure to a particular currency, to the extent of the latter currency’s weighting in the relevant index for such Share Class as described below. To the extent that the Fund’s weighted exposure to that currency is greater or less than the relevant index for such share class as described below, such relative over- or under- exposure will remain in place and be unhedged. These Index Hedged Share Classes retain a degree of exposure to the currencies that are significant to the Fund’s investment strategy, which may result in performance better or worse than that of the other Hedged Share Classes, depending on changes in the market value of such currencies. Portfolio Hedged Share Classes are offered by the Legg Mason RARE Infrastructure Value Fund managed by RARE.

For each such Portfolio Hedged Share Class, RARE or its delegate intends to hedge any currency exposure between the currency of the Share Class and the currencies of the investments of the Fund.

For each Index Hedged Share Class of the Legg Mason Brandywine Global High Yield Fund and the Legg Mason Brandywine Global Defensive High Yield Fund, the relevant index is the Bloomberg Barclays Global High Yield Index, hedged to the currency of the Index Hedged Share Class.

For each Index Hedged Share Class of the Legg Mason Brandywine Global Sovereign Credit Fund other than the BW Premier Share Classes and BW LM Share Classes, the relevant index is the Bloomberg Barclays 60/40 Sovereign Credit Index, hedged to the currency of the Index Hedged Share Class.

For the BW Premier Share Classes and BW LM Share Classes of the Legg Mason Brandywine Global Sovereign Credit Fund that are Index Hedged Share Classes, the relevant index is the Bloomberg Barclays Global Treasury Index. For these Share Classes, Brandywine will not hedge any positions held by the Fund in currencies represented

in the Bloomberg Barclays EM Local Currency Government Index. If a currency is represented in both the Bloomberg Barclays EM Local Currency Government Index and the Bloomberg Barclays Global Treasury Index, then for purposes of the hedging described in this paragraph, it will be considered represented in the Bloomberg Barclays EM Local Currency Government Index, and therefore positions in that currency will not be hedged.

Over-hedged and under-hedged positions, while not intended, may arise due to factors outside the control of the relevant Investment Manager, Sub-Investment Manager or Currency Administrator. Over-hedged positions shall not exceed 105% of the NAV of a particular Hedged Share Class, while under-hedged positions shall not fall short of 95% of the portion of the NAV of the Hedged Share Class which is to be hedged. Hedged positions will be monitored to ensure that hedged positions do not materially exceed or fall below the permitted level. This review will also incorporate procedures to ensure that under-hedged positions and positions materially in excess of 100% will not be carried forward month-to-month. Otherwise, a Fund will not be leveraged as a result of the transactions entered into for the purposes of hedging.

While the relevant Investment Manager, Sub-Investment Manager or Currency Administrator will attempt to hedge the risk of changes in value between the currency of the relevant Hedged Share Class, on the one hand, and the Base Currency and/or the currencies that are significant to the Fund’s investment strategy depending on the strategy followed by the Investment Manager or Sub-Investment Manager with respect to the relevant Fund, on the other hand, there can be no guarantee that it will be successful in doing so. To the extent that the hedging is successful, the performance of the Hedged Share Class (either in absolute terms or relative to its hedged index) is likely to move in line with the performance of the underlying assets.Hedging transactions will be clearly attributable to a specific Share Class. All costs and gains or losses of such hedged transactions shall be borne exclusively by the relevant Hedged Share Class in a manner whereby such costs and gains or losses shall not impact the NAV of the Share Classes other than the relevant Hedged Share Class. In the case of Hedged Share Classes other than the Index Hedged Share Classes and Portfolio Hedged Share Classes, the use of Share Class hedging strategies may substantially limit Shareholders in the relevant Hedged Share Class from benefiting if the currency of the Hedged Share Class falls against the Base Currency. In the case of Index Hedged Share Classes, the use of Share Class hedging strategies may substantially limit shareholders in the relevant Hedged Share Class from benefiting if the value of the currency of the Hedged Share Class falls against the currencies that are significant to the Fund’s investment strategy. In the case of Portfolio Hedged Share Classes, the Share Class hedging may substantially limit Shareholders in the relevant Hedged Share Class from benefiting if the value of the currency of the Hedged Share Class falls against the currencies to which the Fund’s portfolio is exposed (other than the Share Class currency).

SECURITIES FINANCING TRANSACTIONS REGULATION

Where indicated in the investment policies of a Fund, each Fund may enter into total return swaps (including contracts for differences) (“TRS”) for investment and efficient portfolio management purposes, and may enter into other SFTs for efficient portfolio management purposes only. In this context, efficient portfolio management purposes include: hedging, the reduction of risk, the reduction of cost and the generation of additional capital or income for a Fund with a level of risk that is consistent with the risk profile of the relevant Fund.

If a Fund invests in TRS or SFTs, the relevant asset or index may be comprised of equity or debt securities, money market instruments or other eligible investments which are consistent with the investment objective and policies of the relevant Fund. For all the Funds which are allowed to invest in TRS or SFTs under their investment policies and intend to do so, the maximum proportion and expected proportion of their NAV that may be invested in these instruments is disclosed in the relevant Supplement.

A Fund shall only enter into TRS and SFTs with counterparties that satisfy the criteria (including those relating to legal status, country of origin and minimum credit rating) as set out in of Schedule II and adopted by the Investment Manager or Sub-Investment Manager.

The categories of collateral which may be received by a Fund is set out in Schedule II and includes cash and non-cash assets such as equities, debt securities and money market instruments. Collateral received by a Fund will be valued in accordance with the valuation methodology set out under the section entitled “Determination of Net Asset Value”. Collateral received by a Fund will be marked-to-market daily and daily variation margins will be used.

Where a Fund receives collateral as a result of entering into TRS or SFTs, there is a risk that the collateral held by a Fund may decline in value or become illiquid. In addition, there can also be no assurance that the liquidation of any collateral provided to a Fund to secure a counterparty’s obligations under a TRS or SFT would satisfy the counterparty’s obligations in the event of a default by the counterparty. Where a Fund provides collateral as a result of entering into TRS or SFTs, it is exposed to the risk that the counterparty will be unable or unwilling to honour its obligations to return the collateral provided.

For a summary of certain other risks applicable to TRS and SFTs, see the sections entitled “Risks of Using Swaps”, “Repurchase and Reverse Repurchase Agreements” and “Securities Lending Agreements under the “Risk Factors” section.

A Fund may provide certain of its assets as collateral to counterparties in connection with TRS and SFTs. If a Fund has over-collateralised (i.e., provided excess collateral to the counterparty) in respect of such transactions, it may be an unsecured creditor in respect of such excess collateral in the event of the counterparty’s insolvency. If the Depositary or its sub-custodian or a third party holds collateral on behalf of a Fund, the relevant Fund may be an unsecured creditor in the event of the insolvency of such entity.

There are legal risks involved in entering into TRS or SFTs which may result in loss due to the unexpected application of a law or regulation or because contracts are not legally enforceable or documented correctly.

Subject to the restrictions laid down by the Central Bank as set out in Schedule II, a Fund may re-invest cash collateral that it receives. If cash collateral received by a Fund is re-invested, a Fund is exposed to the risk of loss on that investment. Should such a loss occur, the value of the collateral will be reduced and a Fund will have less protection if the counterparty defaults. The risks associated with the re-investment of cash collateral are substantially the same as the risks which apply to the other investments of the relevant Fund.

Direct and indirect operational costs and fees arising from TRS or SFTs may be deducted from the revenue delivered to the relevant Fund. All the revenues arising from such efficient portfolio management techniques, net of direct and indirect operational costs, will be returned to the relevant Fund. The entities to which direct and indirect costs and fees may be paid include banks, investment firms, broker-dealers, securities lending agents or other financial institutions or intermediaries and may be related parties to the Investment Manager a Sub-Investment Manager or the Depositary.

EUROPEAN BENCHMARKS REGULATION

As of the date of this Prospectus, the administrators of benchmarks used by any of the Funds are not yet included in the ESMA Benchmark Register. This Prospectus will be updated at the next scheduled occasion after the administrators for benchmarks used by any of the Funds are included in the ESMA Benchmark Register.

A plan has been adopted by the Manager to address the contingency of a benchmark changing materially or ceasing to be provided in accordance with the Benchmarks Regulation. Under this plan, each Investment Manager of a Fund using a benchmark is responsible for monitoring any material change to or cessation of the benchmark and for providing an alternative benchmark in advance of any contingency. Any new benchmark proposed by an Investment Manager is reviewed by the Manager to assess the benchmark’s suitability for the Fund. The proposed new benchmark, if suitable, will be presented to the Manager for approval. The Company will notify Shareholders of the Fund of any change to the benchmark that has an impact on a Fund’s investment policy and submit it for Shareholders’ approval if this change is material. The Prospectus will be updated accordingly.

RISK FACTORS

Investors’ attention is drawn to the following risk factors. This does not purport to be an exhaustive list of the risk factors relating to investment in the Funds and investors’ attention is drawn to the description of the instruments set out in the section entitled “Further Information on the Securities in Which the Funds May Invest”.

INVESTMENT RISK: There can be no assurance that the Funds will achieve their investment objectives. The value of Shares may rise or fall, as the capital value of the securities in which a Fund invests may fluctuate. The investment income of the Funds is based on the income earned on the securities it holds, less expenses incurred. Therefore, the Funds’ investment income may be expected to fluctuate in response to changes in such expenses or income. In view

of the facts that a commission of up to 5% of the subscription monies may be payable on subscriptions for Shares of each of the A Share Classes (excepting the Grandfathered Share Classes) and D Share Classes and of up to 2.5% of the subscription monies of each of the E Share Classes, that a contingent deferred sales charge may be payable on redemptions of B Share Classes and C Share Classes, and that a dilution adjustment may be applied to all Share Classes of all Funds (other than Money Market Funds), the difference at any one time between the subscription and redemption price of Shares means that an investment in such Shares should be viewed as a medium- to long-term investment. Specific liquidity management procedures apply to Money Market Funds, as set out in each Money Market Fund’s Supplement.

RISKS OF DEBT SECURITIES:

Interest Rate Risk: The value of debt securities is likely to decline in times of rising interest rates. Conversely, when rates fall, the value of these investments is likely to rise. The longer the time to maturity the greater are such variations.

Liquidity Risk: Debt securities may become less liquid or illiquid after purchase, particularly during periods of market turmoil. When a Fund holds illiquid investments, the Fund’s portfolio may become harder to value, and if the Fund is forced to sell these investments to meet redemption requests or for other cash needs, the Fund may suffer a loss.

Credit Risk: The Funds are subject to credit risk (i.e., the risk that an issuer of securities will be unable to pay principal and interest when due, or that the value of a security will suffer because investors believe the issuer is less able to pay). This is broadly gauged by the credit ratings of the securities in which a Fund invests. However, ratings are only the opinions of the agencies issuing them and are not absolute guarantees as to quality.

Risk of Government Securities: Government-issued debt securities are sensitive to changes in macro policy and associated interest rate trends, political and economic instability, social unrest and potentially default. Not all government debt securities are backed by the full faith and credit of the relevant government. Some are backed only by the credit of the issuing agency, instrumentality or sponsored entity, although they may be implicitly guaranteed by the relevant government. There is a chance of default on all government securities, particularly those not backed by the full faith and credit of the relevant government.

Risk of High Yield Securities: To the extent a Fund invests in medium or low-rated securities and unrated securities of comparable quality, the Fund may realise a higher current yield than the yield offered by higher-rated securities, but investment in such securities involves greater volatility of price and risk of loss of income and principal, including the probability of default by or bankruptcy of the issuers of such securities. Low-rated and comparable unrated securities (collectively referred to as “low-rated” securities) likely have quality and protective characteristics that, in the judgment of a rating organisation, are outweighed by large uncertainties or major risk exposures to adverse conditions, and are predominantly speculative with respect to an issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. Although the prices of low-rated securities are generally less sensitive to interest rate changes than are higher-rated securities, the prices of low-rated securities may be more sensitive to adverse economic changes and developments regarding the individual issuer.

When economic conditions appear to be deteriorating, medium or low-rated securities may decline in value due to heightened concern over credit quality, regardless of the prevailing interest rates. Investors should carefully consider the relative risks of investing in high yield securities and understand that such securities are not generally meant for short-term investing.

Adverse economic developments can disrupt the market for low-rated securities, and severely affect the ability of issuers, especially highly leveraged issuers, to service their debt obligations or to repay their obligations upon maturity, which may lead to a higher incidence of default on such securities. Low-rated securities are especially affected by adverse changes in the industries in which the issuers are engaged and by changes in the financial condition of the issuers.

Highly leveraged issuers may also experience financial stress during periods of rising interest rates. In addition, the

secondary market for low-rated securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. As a result, a Fund could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Therefore, prices realised upon the sale of such low-rated securities, under these circumstances, may be less than the prices used in calculating the Fund’s NAV.

Low-rated securities also present risks based on payment expectations. If an issuer calls an obligation for redemption, the Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If the Fund experiences unexpected net redemptions, it may be forced to sell its higher-rated securities, resulting in a decline in the overall credit quality of the Fund’s investment portfolio and increasing the exposure of the Fund to the risks of low-rated securities.

Changes in economic conditions or developments regarding individual issuers of medium or low-rated securities are more likely to cause price volatility and weaken the capacity of such securities to make principal and interest payments than is the case for higher grade debt securities. Investment in such lower rated debt securities may limit a Fund’s ability to sell such securities at fair value. Judgment plays a greater role in pricing such securities than in the case of securities having more active markets. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of lower rated debt securities, especially in a thinly traded market.

Risk of Rated and Unrated Securities: The ratings of NRSROs represent the opinions of those agencies. Such ratings are relative and subjective, and are not absolute standards of quality. Unrated debt securities are not necessarily of lower quality than rated securities, but they may not be attractive to as many buyers. The NRSROs may change, without prior notice, their ratings on particular debt securities held by a Fund, and downgrades in ratings are likely to adversely affect the price of the relevant debt securities. Investment Grade securities may be subject to the risk of being downgraded to below Investment Grade. As discussed above, such low-rated securities would generally be considered to have a higher credit risk and a greater possibility of default than more highly rated securities. If the issuer defaults, or such securities cannot be realised, or perform badly, the Fund and its shareholders may suffer substantial losses. In addition, the market for securities which are rated below Investment Grade and/or have a lower credit rating generally is of lower liquidity and less active than that for higher rated securities and a Fund’s ability to liquidate its holdings in response to changes in the economy or the financial markets may be further limited by factors such as adverse publicity and investor perception.

Risk of Unsecured European Bank Debt Instruments: Certain Funds may invest in capital or senior unsecured debt issued by EU domiciled financial institutions (banks) that are being affected by the Banking Recovery & Resolution Directive (Directive 2015/59/EU, “BRRD”). The BRRD is designed to remove implicit government support and protections for credits and investors in banks capital and debt instruments and other unsecured bank financial instruments and provide resolution tools and powers when these financial institutions are failing. Unsecured debt instruments of these financial institutions are subject to the BRRD resolution regime and in the event of resolution:

1. the outstanding amount may be reduced to zero or the security may be converted into ordinary shares or other instruments of ownership for the purpose of stabilisation and loss absorption;

2. a transfer of assets to a bridge bank or in a sale of business may limit the capacity of the financial institution to meet repayment obligations;

3. the maturity of instruments or the interest rate under these instruments can be altered and the payments may be suspended for a certain period.

In addition:

• the liquidity of the secondary market in any unsecured debt instruments may be sensitive to changes in financial markets;

• existing liquidity arrangements (for example, Repurchase Agreements by the issuing financial institution) might not protect the relevant Funds from having to sell these instruments at substantial discount below their principal amount, in case of financial distress of the issuing financial institutions;

• liability holders have a right to compensation if the treatment they receive in resolution is less favourable than the treatment they would have received under normal insolvency proceedings. This assessment must be based on an independent valuation of the financial institution. Compensation payments, if any, may be considerably later than contractual payment dates (in the same way that there may be a delay in recovering value in the event of an insolvency).

RISKS OF EMERGING MARKETS: Certain of the Funds will invest in securities of companies domiciled in or conducting their principal business activities in Emerging Market Countries. Investing in Emerging Market Countries poses certain risks, some of which are set out below.

Economic & Political Factors: Investments in securities of issuers located in Emerging Market Countries involve special considerations and risks, including the risks associated with high rates of inflation and interest with respect to the various economies, the limited liquidity and relatively small market capitalisation of the securities markets in Emerging Market Countries, relatively higher price volatility, large amounts of external debt and political, economic and social uncertainties, including the possible imposition of exchange controls or other foreign governmental laws or restrictions which may affect investment opportunities. In addition, with respect to certain Emerging Market Countries, there is the possibility of expropriation of assets, confiscatory taxation, political or social instability or diplomatic developments that could affect investments in those countries. Moreover, individual Emerging Market economies may differ favourably or unfavourably from the economies of developed nations in such respects as growth of gross national product, rates of inflation, capital investment, resources, self-sufficiency and the balance of payments position. Certain emerging market investments may also be subject to foreign withholding taxes. These and other factors may affect the value of a Fund’s shares.

The economies of some Emerging Market Countries have experienced considerable difficulties in the past. Although in certain cases there have been significant improvements in recent years, many such economies continue to experience significant problems, including high inflation and interest rates. Inflation and rapid fluctuations in interest rates have had and may continue to have very negative effects on the economies and securities markets of certain Emerging Market Countries. The development of certain emerging market economies and securities markets will require continued economic and fiscal discipline, which has been lacking at times in the past, as well as stable political and social conditions. Recovery may also be influenced by international economic conditions, particularly those in the US and by world prices for oil and other commodities. There is no assurance that economic initiatives will be successful. Certain of the risks associated with international investments and investing in smaller capital markets are heightened for investments in Emerging Market Countries. For example, some of the currencies of Emerging Market Countries have experienced steady devaluations relative to the US Dollar, and major adjustments have been made in certain of such currencies periodically. In addition, governments of certain Emerging Market Countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, the government owns or controls many companies, including the largest in the country. Accordingly, government actions in the future could have a significant effect on economic conditions in such countries, which could affect private sector companies and the value of securities in a Fund’s portfolio.

Market Liquidity & Volatility: The securities markets in Emerging Market Countries are substantially smaller, less liquid and more volatile than the major securities markets in the United States and Europe. A limited number of issuers in most, if not all, securities markets in Emerging Market Countries may represent a disproportionately large percentage of market capitalisation and trading volume. Such markets may, in certain cases, be characterised by relatively few market makers, participants in the market being mostly institutional investors including insurance companies, banks, other financial institutions and investment companies. The combination of price volatility and the less liquid nature of securities markets in Emerging Market Countries may, in certain cases, affect a Fund’s ability to acquire or dispose of securities at the price and time it wishes to do so, and consequently may have an adverse impact on the investment performance of the Fund.

Information Standards: In addition to their smaller size, lesser liquidity and greater volatility, securities markets in Emerging Market Countries are less developed than the securities markets in the US and Europe with respect to disclosure, reporting and regulatory standards. There is less publicly available information about the issuers of securities in these markets than is regularly published by issuers in the United States and in Europe. Further, corporate

laws regarding fiduciary responsibility and protection of stockholders may be considerably less developed than those in the United States and Europe. Emerging market issuers may not be subject to the same accounting, auditing and financial reporting standards as US and European companies. Inflation accounting rules in some Emerging Market Countries require, for companies that keep accounting records in the local currency for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to reflect the high rates of inflation to which those companies are subject. Inflation accounting may indirectly generate losses or profits for certain companies in Emerging Market Countries. Thus, statements and reported earnings may differ from those of companies in other countries, including the United States.

Custodial Risks: As the Company may invest in markets where custodial and/or settlement systems are not fully developed, the assets of the Company which are traded in such markets and which have been entrusted to sub- custodians may be exposed to risk in circumstances whereby the Depositary would have no liability. The Depositary has a sub-custodial network in certain Emerging Market Countries. The Company has agreed that it will not invest in securities issued or corporations located in Emerging Market Countries until the Depositary is satisfied that it has sub- custodial arrangements in place in respect of such countries. However, there is no guarantee that any arrangements made, or agreements entered into, between the Depositary and any sub-custodian will be upheld by a court of any Emerging Market Country or that any judgment obtained by the Depositary or the Company against any such sub- custodian in a court of any competent jurisdiction will be enforced by a court of any Emerging Market Country.

EQUITY RISKS: Investments in equity securities offer the potential for substantial capital appreciation. However, such investments also involve risks, including issuer, industry, market and general economic related risks. Although the Investment Manager or relevant Sub-Investment Manager will attempt to reduce these risks by utilizing various techniques described herein, adverse developments or perceived adverse developments in one or more of these areas could cause a substantial decline in the value of equity securities owned by a Fund.

CHINA MARKET RISKS: Certain Funds may invest in securities or instruments which have exposure to the Chinese market. The Funds may invest directly in China B-Shares or in eligible China A-Shares via Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect as discussed below.

Investing in Chinese securities markets is subject to emerging market risks and China-specific risks, including the risk of significant change in Chinese political, social or economic policy, which may adversely affect the capital growth and performance of such investments. The Chinese legal and regulatory framework for capital markets and joint stock companies is less developed than in Developed Countries.

In addition, special risks associated with investing in Chinese securities include (a) a lower level of liquidity in China A- and B-Share markets, which are relatively smaller in terms of both combined market value and the number of A- and B-Shares available for investment as compared with other markets, which may lead to severe price volatility, (b) differences between China’s accounting standards applicable to Chinese issuers and international accounting standards, (c) China’s taxes, including withholding and other taxes imposed by Chinese authorities which may change from time to time (and in some cases, may have retrospective effects), and the availability of tax incentives, which may impact the financial results of Chinese issuers and the Funds’ investments in such issuers, and (d) controls imposed by the Chinese authorities on foreign exchange and movements in exchange rates may impact on the operations and financial results of Chinese companies invested in by the Funds.

The Shanghai-Hong Kong Stock Connect is a securities trading and clearing linked program developed by the Stock Exchange of Hong Kong (“SEHK”), Shanghai Stock Exchange (“SSE”), China Securities Depositary and Clearing Corporation Limited (“ChinaClear”) and Hong Kong Securities Clearing Company Limited (“HKSCC”). The Shenzhen-HK Stock Connect is a securities trading and clearing links program developed by SEHK, Shenzhen Stock Exchange (“SZSE”), ChinaClear and HKSCC. Shanghai-Hong Kong Stock Connect and Shenzhen-HK Stock Connect (the “Stock Connects”) aim to achieve mutual stock market access between Mainland China and Hong Kong.

The Shanghai-Hong Kong Stock Connect comprises a Northbound Trading Link and a Southbound Trading Link. Under the Northbound Trading Link, Hong Kong and overseas investors (including the relevant Funds), through their Hong Kong brokers and a securities trading service company set up by SEHK, can trade eligible China A-Shares listed on the SSE (“SSE securities”) by routing orders to SSE. Under the Southbound Trading Link, investors in Mainland

China can trade certain SEHK-listed stocks. The two links are subject to separate daily trading quotas, limiting the maximum net buy value of cross-boundary trades on the Shanghai-Hong Kong Stock Connect each day.

The Shenzhen-Hong Kong Stock Connect comprises a Northbound Shenzhen Trading Link and a Southbound Hong Kong Trading Link. Under the Northbound Shenzhen Trading Link, Hong Kong and overseas investors (including the relevant Funds), through their Hong Kong brokers and a securities trading service company established by SEHK, can trade eligible China A-Shares listed on the SZSE (“SZSE securities”) by routing orders to SZSE. Under the Southbound Hong Kong Trading Link under Shenzhen-Hong Kong Stock Connect, investors in Mainland China can trade certain SEHK-listed stocks. The two trading links are subject to separate daily trading quotas, which limit the maximum net buy value of cross-boundary trades under the Shenzhen-Hong Kong Stock Connect each day.

HKSCC and ChinaClear will be responsible for the clearing, settlement and the provision of nominee and other related services of the trades executed by their respective market participants and investors. The SSE securities and SZSE securities traded through the Stock Connects are issued in scripless form.

Although HKSCC does not claim proprietary interests in the SSE securities and SZSE securities held in its omnibus stock account, ChinaClear as the share registrar for SSE and SZSE listed companies will still treat HKSCC as a shareholder when it handles corporate actions in respect of such securities. Failure or delay by HKSCC in the performance of its duties may result in failed settlement, or the loss, of such securities and/or monies in connection with them.

Under the Stock Connects, the relevant Funds will be subject to the fees and levies imposed by SSE, SZSE, ChinaClear, HKSCC or the relevant Mainland Chinese authority when they trade and settle SSE securities and SZSE securities.

The following additional risks apply to investing via Stock Connects:

• Quota Limitations. The Stock Connects are subject to quota limitations, as detailed above. In particular, the Stock Connects are subject to a daily quota which does not relate to the relevant Funds and can only be utilised on a first-come-first-served basis. Once the remaining balance of the Northbound daily quota drops to zero or is exceeded, new buy orders will be rejected (although investors will be permitted to sell their cross-boundary securities regardless of the quota balance). Therefore, quota limitations may restrict the relevant Fund’s ability to invest in SSE securities and SZSE securities through the Stock Connects on a timely basis.

• Taxation Risk. The Ministry of Finance (“MOF”), State Administration of Taxation (“SAT”) and China Securities Regulatory Commission (“CSRC”) jointly issued Circular Caishui [2014] No.81 (“Circular 81”) and Circular Caishui [2016] No.127 (“Circular 127”) on 14 November 2014 and 1 December 2016 respectively that gains derived by Hong Kong market investors (including the Funds) from China A-Shares traded through the Stock Connects would be temporarily exempted from PRC corporate income tax (“CIT”) with effect from 17 November 2014 and 5 December 2016 respectively. The duration of the exemption has not been stated and is subject to termination without notice and, in the worst case, retrospectively. If the temporary exemption is withdrawn the relevant Funds would be subject to PRC CIT (generally on a withholding basis at the rate of 10%) on gains on the trading of China A-Shares through the Stock Connects, unless reduced or exempted under the relevant tax treaty. Foreign investors (including the Funds) investing in China A-Shares will be subject to a withholding income tax of 10% on all dividends or distributions received from China A-Shares companies. The PRC entity distributing the dividend is required to withhold such tax. There is no assurance that the tax policy in relation to withholding tax will not change in the future. The MOF and SAT jointly released Caishui [2016] No. 36 (“Circular 36”) on 24 March 2016, which provides gains realised by foreign investors (including the Funds) from the trading of China A Shares through the Shanghai-Hong Kong Stock Connect would be exempted from Value-added Tax (“VAT”). Gains realised by foreign investors (including the Funds) from the trading of China A-shares through the Shenzhen-Hong Kong Stock Connect is also exempted from VAT pursuant to Circular 127. There is no assurance that the tax policy in relation to VAT will not change in the future. The PRC tax authorities may implement other tax rules with retrospective effect which may adversely affect the relevant Funds. The above does not constitute tax advice and investors should consult their independent tax advisors regarding the possible tax implications with regard to their investments in the relevant Funds.

• Legal / Beneficial Ownership. The SSE securities and SZSE securities acquired by the relevant Funds via Stock Connects will be recorded in a nominee account opened by HKSCC with ChinaClear. The precise nature and rights of the relevant Funds as the beneficial owner through HKSCC as nominee is not well defined under PRC law. The exact nature and methods of enforcement of the rights and interests of the relevant Funds under PRC law are also not clear. Investors should note that HKSCC as nominee holder does not guarantee the title to the SSE securities and SZSE securities acquired via Stock Connects held through it and shall have no obligation to take any legal action to enforce any rights on behalf of the relevant Funds in the PRC or elsewhere. The relevant Funds may suffer losses in the event of insolvency of HKSCC.

• Participation in corporate actions and shareholders’ meetings. HKSCC will keep participants of Central Clearing and Settlement System established and operated by HKSCC (“CCASS”) informed of corporate actions of SSE securities and/or SZSE securities. Hong Kong and overseas investors (including the relevant Funds) will need to comply with the arrangement and deadline specified by their respective brokers or custodians/sub-custodians who are CCASS participants. The time for them to take actions for some types of corporate actions of SSE securities or SZSE securities (as the case may be) may be as short as one business day only. Therefore, the relevant Funds may not be able to participate in some corporate actions in a timely manner. Hong Kong and overseas investors (including the relevant Funds) will hold SSE securities and/or SZSE securities traded via the Stock Connects through their brokers or custodians/sub-custodians. According to existing Mainland China practice, multiple proxies are not available. Therefore, the relevant Funds may not be able to appoint proxies to attend or participate in shareholders’ meetings in respect of the SSE securities and/or SZSE securities.

• Clearing and Settlement Risk. Should ChinaClear default, HKSCC’s liabilities in Northbound trades under its market contracts with clearing participants will be limited to assisting clearing participants in pursuing claims against ChinaClear, and the relevant Funds may suffer delay in recovery or may not fully recover its losses from ChinaClear.

• Suspension Risk. SEHK, SSE and SZSE may suspend trading of SSE securities and SZSE securities purchased on the Stock Connects if necessary to ensure an orderly and fair market and that risks are managed prudently. Suspending Northbound trading through Stock Connects would prevent the relevant Funds from accessing the Mainland China market through Stock Connects.

• Differences in Trading Day. The Stock Connects will only operate on days when both the Mainland China and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. Thus, there may be occasions when it is a normal trading day for the SSE or SZSE market but the relevant Funds cannot carry out any SSE securities or SZSE securities trading via Stock Connects. The relevant Funds may be subject to a risk of price fluctuations in SSE securities and SZSE securities during such times.

• Restrictions on Selling Imposed by Front-end Monitoring. PRC regulations require that before an investor sells any share, there should be sufficient shares in the account otherwise the SSE or SZSE will reject the sell order concerned. SEHK will carry out pre-trade checking on SSE securities and SZSE securities sell orders of its participants to ensure there is no over-selling. If a Fund intends to sell certain SSE securities and SZSE securities, to the extent such securities are not kept in the Special Segregated Account (SPSA) maintained with the Central Clearing and Settlement System established and operated by HKSCC (“CCASS”), it must ensure the availability of those securities is confirmed by its broker(s) before the market opens on the day of selling (“trading day”). If not, it will not be able to sell those shares on the trading day.

• Operational Risk. The securities regimes and legal systems of the Mainland China and Hong Kong markets differ significantly and market participants may need to address issues arising from the differences on an on- going basis. There is no assurance that the systems of the SEHK and market participants will function properly or will continue to be adapted to changes and developments in both markets. If the relevant systems fail to function properly, trading in both markets through the Stock Connects could be disrupted.

• Regulatory Risk. The current regulations relating to the Stock Connects are untested and there is no certainty as to how they will be applied. Using Stock Connects as a means of investment will result in trades being subject to additional restrictions to those usually traded directly on exchange, which may result to greater or more frequent fluctuations in investment value, and the investments may be harder to liquidate. The current regulations are subject to change and there can be no assurance that the Stock Connects will not be abolished.

• Recalling of Eligible Stocks. When a stock is recalled from the scope of eligible stocks for trading via the Stock Connects, the stock can only be sold but is restricted from being bought. This may affect the investment portfolio or strategies of the relevant Funds.

• No Protection by Investor Compensation Fund. Investment in SSE securities and SZSE securities via the Stock Connects is conducted through brokers, and is subject to the risks of default by such brokers in their obligations. Investments of the relevant Funds under the Stock Connects are not covered by the Hong Kong Investor Compensation Fund.

Certain Funds may invest, directly or indirectly, in the China Interbank Bond Market (“CIBM”). The China bond market mainly consists of the CIBM and the exchange listed bond market. The CIBM is an over-the-counter (OTC) market established in 1997. The majority of China Yuan Renminbi bond trading activity takes place in the CIBM. Products traded in this market include bonds issued both by the Chinese government and Chinese corporations. Primary risks of investing in the CIBM include price volatility and the potential lack of liquidity due to low trading volume of certain debt securities traded on such market. Funds investing in such market are therefore subject to liquidity and volatility risks and may suffer losses in trading on-shore China bonds.

To the extent that a Fund transacts in the CIBM, the Fund may also be exposed to risks associated with settlement procedures and default of counterparties. The counterparty which has entered into a transaction with the Fund may default in its obligation to settle the transaction by delivery of the relevant security or by payment for value.

In accordance with the UCITS requirements, the Depositary shall provide for the safekeeping of the Fund’s assets in the PRC through its global custody network. Such safekeeping requires the Depositary to retain control over Chinese securities at all times.

MARKET RISK: The financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities of issuers worldwide. Governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to restructure, their debts, and many other issuers have faced difficulties obtaining credit. These market conditions may continue, worsen or spread, including in the US, Europe and beyond. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In response to the crisis, certain governments and central banks have taken steps to support financial markets. The withdrawal of this support, failure of efforts in response to the crisis, or investor perception that these efforts are not succeeding could negatively affect financial markets generally as well as the value and liquidity of certain securities. Whether or not a Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Fund’s investments may be negatively affected. In addition, legislation recently enacted is changing many aspects of financial regulation. The impact of the legislation on the markets, and the practical implications for market participants, may not be fully known for some time.

BREXIT RISKS: In June 2016, the people of the UK voted by referendum for the UK to leave the EU. The result has led to political and economic instability, volatility in the UK and European financial markets, and a weakening of the Pound Sterling. It may also lead to weakening in consumer, corporate and financial confidence in the UK and European markets as the UK negotiates its exit from the EU (referred to as “Brexit”). This may negatively affect the value and liquidity of Funds with significant exposure to UK and/or European issuers. The negotiation of the UK’s exit may lead to continued uncertainty and higher volatility in the UK and EU, including the volatility of currency exchange rates. This may make it more difficult and/or expensive for the Funds to execute hedging transactions. Currently, Brexit is scheduled to occur on 29 March 2019, but this may be postponed if a proposed transition period is agreed between the UK and the EU.

Depending on the outcome of the Brexit negotiations between the UK and the EU, following the effective date of Brexit, the Funds may no longer be permitted to maintain registration for public sale of its Shares in the UK, which could mean that the Funds will no longer available for investment by certain UK investors.

EUROZONE RISKS: A number of countries in Europe have experienced severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. These difficulties may continue, worsen or spread within and outside Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. Also, following the UK referendum to leave the EU, one or more additional countries may elect to withdraw from the EU and/or abandon the euro as its currency. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching. Whether or not a Fund invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect the value and liquidity of the Fund’s investments.

RISKS OF EQUITY-RELATED SECURITIES: Equity-related securities (“ERS”) are generally subject to the same risks as the equity securities or baskets of equity securities to which they relate. Upon the maturity of the ERS, the Fund generally receives a return of principal based on the capital appreciation of the underlying securities. If the underlying securities decline in value, the ERS may return a lower amount at maturity. The trading price of an ERS also depends on the value of the underlying securities. ERS involve further risks associated with purchases and sales of notes, including the exchange rate fluctuations and a decline in the credit quality of the ERS issuer. ERS may be secured by collateral. If an issuer defaults, the Fund would look to any underlying collateral to recover its losses. Rating of issuers of ERS refer only to the issuers’ creditworthiness and the related collateral. They provide no indication of the potential risks of the underlying securities.

Warrants and rights, which provide rights to buy securities, can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants and rights do not necessarily move in tandem with the prices of the underlying securities and may be volatile. Warrants and rights have no voting rights, pay no dividends and offer no rights with respect to the assets of the issuer other than a purchase option. If a warrant or right held by a Fund is not exercised by the date of its expiration, the Fund would lose the entire purchase price of the warrant or right.

LEPWs may be affected by certain market disruption events, such as difficulties relating to currency exchange, the imposition of capital controls by a local jurisdiction or changes in the laws relating to foreign investments. These events could lead to a change in the exercise date or settlement currency of the LEPWs, or postponement of the settlement date. In some cases, if the market disruption events continue for a prolonged period of time, the value of the LEPW may be severely impacted.

Whilst the Fund will only select LEPWs issued by entities deemed to be creditworthy, investment in any LEPW involves the risk that the issuer of the instrument may default on its obligation to deliver the cash on exercise or sale. If the issuer experiences financial difficulties, the value of the LEPW may drop below the value of the underlying equity, in which case the Fund may recover only part or none of their initial investment.

There may be no secondary market, or a small secondary market, for particular LEPWs.

RISKS OF CONVERTIBLE SECURITIES: Although to a lesser extent than with debt securities generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stocks and, therefore, also will react to variations in the general market for equity securities.

As debt securities, convertible securities are investments which provide for income with generally higher yields than common stocks. Like all debt securities, there can be no assurance of current income because the issuers of the convertible securities may default on their obligations. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality – this is because of the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. However, there can be no assurance of capital appreciation because securities prices fluctuate.

Convertible securities generally are subordinated to other similar but non-convertible debt securities of the same issuer. Because of the subordination feature, convertible securities typically have lower ratings than similar non- convertible securities.

Contingent convertible securities (or “CoCos”) are subject to additional risks. They may be difficult to value, due to the need to evaluate the probability of the conversion event occurring. Coupon payments on CoCos are discretionary and may be cancelled by the issuer, and such cancellations do not constitute default by the issuer. Investors in CoCos may suffer a loss of capital when holders of equity in the same issuer do not. CoCos are issued as perpetual instruments, callable at pre-determined levels only with the approval of the relevant authority. The investor may not receive return of principal if expected on a call date or indeed at any date. The CoCo structure is innovative but untested in stressed market environments.

CONCENTRATION RISK: As disclosed in the Supplements, certain of the Investment Managers and Sub- Investment Managers may make investment decisions primarily on the basis of company-specific factors, which may result in a substantial portion of a Fund’s investments consisting of securities of companies doing business in one industry or product field. Other Funds may concentrate investments in securities of issuers from a particular country or geographic region. Such concentrations of assets could increase the potential for volatility and risk of loss, especially in periods of pronounced market volatility.

INVESTMENT STYLE RISK: As disclosed in the Supplements, certain of the Funds may take significant, long- term positions that the relevant Investment Manager or Sub-Investment Manager believes are undervalued by the market. Companies in which such Funds invest may remain out of favour with the market for extended periods of time. Such Funds may continue to hold, and in some cases add to, a declining position so long as the relevant Investment Manager or Sub-Investment Manager continues to view the market as incorrectly valuing the security. As a result, such Funds face the risk of mis-estimation by the Investment Manager or Sub-Investment Manager in its fundamental analysis regarding the companies in which the Fund invests. The performance of such Funds may not closely correlate to specific market indices over time and may include extended periods of underperformance as compared to the broader market.

RISKS OF MICRO, SMALL AND MID-SIZED COMPANY STOCKS: As described in the Supplements, certain of the Funds may invest in equity securities of micro-sized, small and mid-sized companies. Investment in such securities involves special risks. Among other things, the prices of securities of micro, small and mid-sized companies generally are more volatile than those of larger companies; the securities of smaller companies generally are less liquid; and smaller companies generally are more likely to be adversely affected by poor economic or market conditions. The prices of micro-sized companies generally are even more volatile and their markets are even less liquid relative to both small and larger companies. Investments in securities of companies with smaller market capitalisations are generally considered to offer greater opportunity for appreciation but also may involve greater risks than customarily are associated with more established companies. The securities of smaller companies may be subject to more abrupt fluctuations in market price than larger, more established companies. Smaller companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group. In addition to exhibiting greater volatility, smaller company stocks may, to a degree, fluctuate independently of larger company stocks (i.e., small and/or micro company stocks may decline in price as the prices of large company stock rise or vice versa).

INFRASTRUCTURE RISKS: Securities and instruments of infrastructure companies are susceptible to adverse economic or regulatory occurrences affecting their industries.

Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors.

Where investment is made in new infrastructure projects during the construction phase, some residual risk will remain that the project will not be completed within budget, within the agreed timeframe or to the agreed specifications. The operations of infrastructure projects are exposed to unplanned interruptions caused by significant catastrophic events, such as cyclones, earthquakes, landslides, floods, explosion, fire, terrorist attack, major plant breakdown, pipeline or electricity line rupture or other disaster. Operational disruption, as well as supply disruption, could adversely impact the cashflows available from these assets.

Infrastructure companies also may be affected by or subject to, among other factors, laws and regulations by various government authorities, including rate regulation and service interruption due to environmental, operational or other mishaps. Standards set by these laws and regulations are imposed regarding certain aspects of health and environmental quality, and they provide for penalties and other liabilities for the violation of such standards, and establish, in certain circumstances, obligations to remediate and rehabilitate current and former facilities and locations where operations are, or were, conducted. These laws and regulations may have a detrimental impact on the financial performance of infrastructure projects.

CUSTODY AND SETTLEMENT RISKS: As a Fund may invest in markets where custodial and/or settlement systems are not fully developed, the assets of the Funds which are traded in such markets and which have been entrusted to sub-custodians, in circumstances where the use of such sub-custodians is necessary, may be exposed to risks in circumstances where by the Depositary will have no liability. Such markets include, among others, Indonesia, Korea and India, and such risks include (i) a non-true delivery versus payment settlement, (ii) a physical market, and as a consequence the circulation of forged securities, (iii) poor information in regards to corporate actions, (iv) registration process that impacts the availability of the securities, (v) lack of appropriate legal/fiscal infrastructure advices, and (vi) lack of compensation/risk fund with the relevant Central Depositary. Furthermore, even when a Fund settles trades with counterparties on a delivery-versus-payment basis, it may still be exposed to credit risk to parties with whom it trades.

Certain markets in Central and Eastern Europe present specific risks in relation to the settlement and safekeeping of securities. These risks result from the fact that physical securities may not exist in certain countries (such as Russia); as a consequence, the ownership of securities is evidenced only on the issuer’s register of shareholders. Each issuer is responsible for the appointment of its own registrar. In the case of Russia, this results in a broad geographic distribution of several thousand registrars across Russia. Russia’s Federal Commission for Securities and Capital Markets (the “Commission”) has defined the responsibilities for registrar activities, including what constitutes evidence of ownership and transfer procedures. However, difficulties in enforcing the Commission’s regulations mean that the potential for loss or error still remains and there is no guarantee that the registrars will act according to the applicable laws and regulations. Widely accepted industry practices are still in the process of being established. When registration occurs, the registrar produces an extract of the register of shareholders as at that particular point in time. Ownership of shares is evidenced by the records of the registrar, but not by the possession of an extract of the register of shareholders. The extract is only evidence that registration has taken place. It is not negotiable and has no intrinsic value. In addition, a registrar will typically not accept an extract as evidence of ownership of shares and is not obligated to notify the Depositary, or its local agents in Russia, if or when it amends the register of shareholders. As a consequence of this Russian securities are not on physical deposit with the Depositary or its local agents in Russia. Therefore, neither the Depositary nor its local agents in Russia can be considered as performing a physical safekeeping or custody function in the traditional sense. The registrars are neither agents of, nor responsible to, the Depositary or its local agents in Russia. Investments in securities listed or traded in Russia will only be made in securities that are listed or traded on the Moscow Central Exchange. The Depositary’s liability extends to its negligent or intentional failure to perform its obligations and does not extend to losses due to the liquidation, bankruptcy, negligence or wilful default of any registrar. In the event of such losses the relevant Fund will have to pursue its rights

directly against the issuer and/or its appointed registrar. The aforesaid risks in relation to safekeeping of securities in Russia may exist, in a similar manner, in other Central and Eastern European countries in which a Fund may invest.

FAIR VALUE PRICING RISKS: Details of the method of calculation of the NAV per Share of a Fund are set out in the section of the Prospectus entitled “Determination of Net Asset Value”. Normally assets listed or traded on a Regulated Market or certain over-the-counter markets for which market quotations are readily available shall be valued at the latest available mid price as at the Valuation Point on the Dealing Day. However, the Administrator may use a systematic fair valuation model provided by an independent third party to value equity securities and/or fixed income securities traded on such markets in order to adjust for stale pricing which may occur between the close of foreign exchanges and the Valuation Point on the relevant Dealing Day. If a security is valued using fair value pricing, a Fund’s value for that security is likely to be different than the latest available mid price for that security.

RISKS OF INDEXED SECURITIES, CREDIT-LINKED NOTES AND STRUCTURED NOTES: Investment

in indexed securities, credit-linked notes and structured notes involves certain risks, including the credit risk of the issuer and the normal risks of price changes in response to changes in interest rates. Further in the case of certain of these instruments, a decline in the reference instrument may cause the interest rate to be reduced to zero, and any further declines in the reference instrument may then reduce the principal amount payable on maturity. These instruments may be less liquid than other types of securities, and may be more volatile than their underlying reference instruments.

RISKS OF INFLATION-PROTECTED SECURITIES: Inflation-protected securities are special types of indexed securities that are tied to indices that are calculated based on the rates of inflation for prior periods. The value of inflation-protected securities, including US TIPS, generally fluctuates in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation- protected securities. Conversely, if inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-protected securities.

If the Fund purchases inflation-protected securities in the secondary market whose principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a subsequent period of deflation. Additionally, if the Fund purchases inflation-protected securities in the secondary market whose price has been adjusted upward due to real interest rates increasing, the Fund may experience a loss if real interest rates subsequently increase. If inflation is lower than expected during the period the Fund holds an inflation-protected securities, the Fund may earn less on the security than on a conventional bond. If the Fund sells US TIPS in the secondary market prior to maturity however, the Fund may experience a loss.

If real interest rates rise (i.e., if interest rates rise for reasons other than inflation (for example, due to changes in currency exchange rates)), the value of the inflation-protected securities in the Fund’s portfolio will decline. Moreover, because the principal amount of inflation-protected securities would be adjusted downward during a period of deflation, the Fund will be subject to deflation risk with respect to its investments in these securities. There can be no assurance that such indices will accurately measure the real rate of inflation.

Additionally, the market for inflation-protected securities may be less developed or liquid, and more volatile, than certain other securities markets. Although the US Treasury is contemplating issuing additional inflation-protected securities, there is no guarantee that it will do so. There are a limited number of inflation-protected securities that are currently available for the Fund to purchase, thus making the market less liquid and more volatile than the US Treasury and agency markets.

The US Treasury currently issues US TIPS in only ten-year maturities, although it is possible that US TIPS with other maturities will be issued in the future. Previously, US TIPS have been issued with maturities of five, ten or thirty years. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed even during a period of deflation. However as with inflation-protected securities generally, because the principal amount of US TIPS would be adjusted downward during a period of deflation, the Fund will be subject to deflation risk with respect to its investments in these securities. In addition, the current market value of the bonds is not guaranteed, and will

fluctuate. If the Fund purchases US TIPS in the secondary market whose principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a subsequent period of deflation. If inflation is lower than expected during the period the Fund holds a US TIPS, the Fund may earn less on the security than on a conventional bond.

RISKS OF SECURITIES OF SUPRANATIONAL ORGANISATIONS: Supranational organisations are entities designated or supported by governments or governmental entities to promote economic development, and include, among others, the Asian Development Bank, the European Community, the European Investment Bank, the Inter- American Development Bank, the International Monetary Fund, the United Nations, the World Bank and the European Bank for Reconstruction and Development. These organisations have no taxing authority and are dependent upon their members for payments of interest and principal. Moreover, the lending activities of such supranational entities are limited to a percentage of their total capital (including “callable capital”) contributed by members at an entity’s call, reserves and net income.

CURRENCY RISKS: Each Fund that invests in securities denominated in currencies other than the Fund’s Base Currency, or that invests in debt securities and holds active currency positions that are denominated in currencies other than its Base Currency, may be exposed to currency exchange risk. For example, changes in exchange rates between currencies or the conversion from one currency to another may cause the value of a Fund’s investments to diminish or increase. Currency exchange rates may fluctuate over short periods of time. They generally are determined by supply and demand in the currency exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors. Currency exchange rates can be affected unpredictably by intervention (or the failure to intervene) by governments or central banks, or by currency controls or political developments.

If the currency in which a Fund’s portfolio security is denominated appreciates against the Fund’s Base Currency, the Base Currency value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security expressed in the Base Currency of the Fund. A Fund may engage in foreign currency transactions in order to hedge against currency fluctuations between its underlying investments and its Base Currency. A Fund’s hedging transactions, while potentially reducing the currency risks to which the Fund would otherwise be exposed, involve certain other risks, including the risk of a default by a counterparty, and the risk that the relevant Sub-Investment Manager’s forecast with respect to currency movements is incorrect.

With respect to Share Classes denominated in a currency other than the relevant Fund’s Base Currency and that do not include “(Hedged)” in their name, the relevant Investment Manager and Sub-Investment Manager will not employ any techniques to hedge these Share Classes’ exposure to changes in exchange rates between the Base Currency and the currency of the Share Class. As such, the NAV per Share and investment performance of such Shares Classes may be affected, positively or negatively, by changes in the value of the Base Currency relative to the value of the currency in which the relevant Share Class is denominated.

With respect to Share Classes denominated in a currency other than the relevant Fund’s Base Currency and that do include “(Hedged)” in their name, while the relevant Investment Manager, Sub-Investment Manager or Currency Administrator will attempt to hedge the risk of changes in value between the Base Currency and the currency of the relevant Hedged Share Class, and in the case of the Index Hedged Share Class the currencies that are significant to the relevant Fund’s investment strategy, and in the case of the Portfolio Hedged Share Classes the currencies to which the Fund’s portfolio is exposed. There can be no guarantee that the relevant Investment Manager, Sub-Investment Manager or Currency Administrator will be successful in doing so. The use of Share Class hedging strategies may substantially limit Shareholders in the relevant Hedged Share Class from benefiting if the currency of the Hedged Share Class falls against the Base Currency, the currencies that are significant to the relevant Fund’s strategy, and/or the currencies to which the relevant Fund’s portfolio is exposed, as applicable.

RISKS OF LOAN PARTICIPATIONS AND ASSIGNMENTS: Securitised loan participations typically will result in a Fund having a contractual relationship only with the lender, not with the borrower. A Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations,

a Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, a Fund will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, a Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

A Fund may have difficulty disposing of securitised and unsecuritised loan participations or loans. The liquidity of such instruments is limited, and they may be sold only to a limited number of institutional investors. This could have an adverse impact on the value of such securities and on a Fund’s ability to dispose of particular participations when necessary to meet its liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the borrower, and also may make it more difficult to assign a value to the participations or loans for the purposes of valuing a Fund’s portfolio and calculating its NAV.

RISKS OF MORTGAGE-BACKED SECURITIES: Mortgage-backed securities provide a monthly payment consisting of interest and principal payments. Additional payments may be made out of unscheduled repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs that may be incurred. Prepayments of principal on mortgage-backed securities may tend to increase due to refinancing of mortgages as interest rates decline. Prepayments may be passed through to the registered holder with the regular monthly payments of principal and interest, and have the effect of reducing future payments. In the event of prepayments, the Funds may experience a loss (if the price at which the respective security was acquired by the fund was at a premium over par, which represents the price at which the security will be redeemed upon repayment) or a gain (if the price at which the respective security was acquired by the Fund was at a discount from par). To the extent that a Fund purchases mortgage-backed securities at a premium, mortgage foreclosures and prepayments of principal by mortgagors (which may be made at any time without penalty) may result in some loss of the Fund’s principal investment to the extent of the premium paid. Prepayments may occur with greater frequency in periods of declining mortgage rates because, among other reasons, it may be possible for mortgagors to refinance their outstanding mortgages at lower interest rates. When market interest rates increase, the market values of mortgage-backed securities decline. At the same time, however, mortgage refinancing slows, which lengthens the effective maturities of these securities. As a result, the negative effect of the rate increase on the market value of mortgage-backed securities is usually more pronounced than it is for other types of fixed-income securities.

Mortgage pools created by private organisations generally offer a higher rate of interest than governmental and government-related pools because there are no direct or indirect guarantees of payments in the former pools. Timely payment of interest and principal in private organisation pools, however, may be supported by various forms of private insurance or guarantees, including individual loan, title, pool and hazard insurance. There can be no assurance that the private insurers can meet their securities under the policies. The Funds’ yields may be affected by reinvestment of prepayments at higher or lower rates than the original investment. In addition, like those of other debt securities, the values of mortgage-related securities, including government and government-related mortgage pools, generally will fluctuate in response to market interest rates.

Structured mortgage-backed securities may be leveraged and are subject to different combinations of prepayment, extension, interest rate and/or other market risks. Conventional mortgage pass-through securities and CMOs are subject to all of these risks, but are typically not leveraged. Planned amortisation bonds, targeted amortisation bonds and other senior classes of sequential and parallel pay CMOs involve less exposure to prepayment, extension and interest rate risk than other mortgage-backed securities, provided that prepayment rates remain within expected prepayment ranges or collars. The risk of early prepayments is the primary risk associated with mortgage IOs, super floaters and other leveraged floating rate mortgage-backed securities. The primary risks associated with COFI floaters, other “lagging rate” floaters, capped floaters, inverse floaters, POs and leveraged inverse IOs are the potential extension of average life and/or depreciation due to rising interest rates. The residual classes of CMOs are subject to both prepayment and extension risk. Other types of floating rate derivative debt securities present more complex types of interest rate risks. For example, range floaters are subject to the risk that the coupon will be reduced to below market rates if a designated interest rate floats outside of a specified interest rate band or collar. Dual index or yield curve floaters are subject to depreciation in the event of an unfavourable change in the spread between two designated

interest rates. In addition to the interest rate, prepayment and extension risks described above, the risks associated with transactions in these securities may include: (1) leverage and volatility risk and (2) liquidity and valuation risk.

RISKS OF STRIPPED SECURITIES: The yield to maturity on an Interest Only or Principal Only class of stripped mortgage-backed securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurably adverse effect on the Funds’ yields to maturity to the extent it invests in Interest Only Bonds. If the assets underlying the Interest Only Bond experience greater than anticipated prepayments of principal, the Funds may fail to recoup fully their initial investments in these securities. Conversely, Principal Only Bonds tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-backed securities may be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting the Funds’ ability to buy or sell those securities at any particular time.

RISKS OF ASSET-BACKED SECURITIES: The principal of asset-backed securities may be prepaid at any time. As a result, if such securities were purchased at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect. Conversely, if the securities are purchased at a discount, prepayments faster than expected will increase yield to maturity and prepayments slower than expected will decrease it. Accelerated prepayments also reduce the certainty of the yield because the Funds must reinvest the assets at the then-current rates. Accelerated prepayments on securities purchased at a premium also impose a risk of loss of principal because the premium may not have been fully amortised at the time the principal is repaid in full.

RISKS OF NON-PUBLICLY TRADED SECURITIES: Non-publicly traded securities may involve a high degree of business and financial risk and may result in substantial losses. Non-publicly traded securities may be less liquid than publicly traded securities, and a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realised from these sales could be less than those originally paid by a Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. A Fund’s investment in illiquid securities is subject to the risk that should the Fund desire to sell any of these securities when a ready buyer is not available at a price that is deemed to be representative of their value, the NAV of the Fund could be adversely affected.

RISKS OF REITs: Investments in REITs and other issuers that invest, deal or otherwise engage in transactions in or hold real estate or interests therein expose a Fund to risks similar to investing directly in real estate. For example, real estate values may fluctuate as a result of general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighbourhood values, changes in how appealing properties are to tenants and increases in interest rates. As well as changes in the value of their underlying properties, the value of REITs may also be affected by defaults by borrowers or tenants.

Furthermore, REITs are dependent on specialised management skills. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. REITs depend generally on their ability to generate cash flows to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations. In addition, the performance of a US-domiciled REIT may be adversely affected if it fails to qualify for tax-free pass-through of income under US tax law or if it fails to maintain exemption from registration under the 1940 Act.

RISKS OF AUSTRALIAN TRUSTS: Units in listed Australian trusts may rise and/or fall in value. Returns may be affected by various factors, including issues relating to an individual trust or its management, its industry, the broader economy, relevant legislative or regulatory changes, or changes in investor sentiment. Australian trusts may also be impacted by economic conditions or developments in other asset classes, particularly those that compete for income investors. For example, an increase in interest rates or government bond yields may reduce the relative yields of Australian trusts, decreasing their appeal and value. Depending on the particular Australian trust, distributions from the Australian trust may include a return of capital to unitholders of the Australian trust, including the relevant

Fund. Such distributions that are returns of capital may impact the potential for future capital growth of the Australian trust.

RISKS OF STAPLED SECURITIES: Investments in stapled securities present risks that are similar to those of unstapled securities in the same sector. A disadvantage of stapled securities is that their components cannot be bought or sold separately. Stapled securities are only common in certain jurisdictions; investors outside those jurisdictions may not be comfortable trading in stapled securities, which means they may be less liquid than other securities.

RISKS OF SECURITIES OF OTHER INVESTMENT COMPANIES AND EXCHANGE-TRADED FUNDS:

Investing in securities issued by other investment companies or exchange-traded funds (“ETFs”) involves risks similar to those of investing directly in the securities and other assets held by the investment company or ETF. In addition, a Fund would bear, along with other shareholders, its pro rata portion of the expenses of the other investment company or ETF, including management and/or other fees. These fees would be in addition to the management fees and other expenses which a Fund bears directly in connection with its own operations. Investing in hedge funds and other privately offered funds involves the additional risk of potentially significant volatility. Like any security that trades on an exchange, the prices of ETFs and closed-end funds are subject to supply and demand and therefore may not trade at their underlying net asset value. Investments in funds that are not registered with regulatory authorities may be riskier than investments in regulated funds, because they are subject to less regulation and regulatory oversight.

BDCs typically invest in small and medium-sized companies; thus, a BDC’s portfolio is subject to the risks inherent in investing in smaller companies, including that portfolio companies may be dependent on a small number of products or services and may be more adversely affected by poor economic or market conditions. Some BDCs invest substantially, or even exclusively, in one sector or industry group and therefore the BDC may be susceptible to adverse conditions and economic or regulatory occurrences affecting the sector or industry group. Investments made by BDCs are generally subject to legal and other restrictions on resale and are otherwise less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for the BDC to sell such investments if the need arises and may result in selling such investments at a loss. BDC shares may trade in the secondary market at a discount to their net asset value. BDCs may have relatively concentrated investment portfolios and as a result the aggregate returns realised may be disproportionately impacted by the poor performance of a small number of investments. BDCs are subject to management risk, including the ability of the BDC’s management to meet the BDC’s investment objective, and the ability of the BDC’s management to manage the BDC’s portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding a BDC or its underlying investments change. Managers of BDCs may be entitled to compensation based on the BDC’s performance, which may result in a manager of a BDC making riskier or more speculative investments in an effort to maximise incentive compensation and higher fees. Additionally, BDCs may employ the use of leverage which may subject a BDC to increased volatility and the possibility that the BDC’s common share income will fall if the dividend rate of the preferred shares or the interest rate on any borrowings rises.

DERIVATIVES RISKS: Derivatives, in general, involve special risks and costs and may result in losses to the Funds. Some Funds may hold short positions on securities exclusively through derivatives, and the risks inherent in the investment strategies of such Funds are not typically encountered in more traditional “long only” funds. The successful use of derivatives requires sophisticated management, and a Fund will depend on the ability of the Fund’s Investment Manager or Sub-Investment Manager to analyse and manage derivatives transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. In addition, correlation between the particular derivative and an asset or liability of a Fund may prove not to be what the Fund’s Investment Manager or Sub-Investment Manager expected. Some derivatives are “leveraged” and therefore may magnify or otherwise increase investment losses to the Fund, creating conceptually the risk of unlimited loss.

Other risks arise from the potential inability to terminate or sell derivatives positions. A liquid secondary market may not always exist for the Funds’ derivatives positions at any time. In fact, many over-the-counter instruments will not be liquid and may not be able to be “closed out” when desired. Over-the-counter instruments such as swap transactions also involve the risk that the other party will not meet its obligations to the Funds. The participants in “over-the- counter” markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets, and there is no clearing corporation which guarantees the payment of required amounts. This exposes

the Funds to risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the relevant Fund to suffer a loss. Derivative contracts may also involve legal risk which may result in loss due to the unexpected application of a law or regulation or because contracts are not legally enforceable or documented correctly.

Risk Measurement: Each Fund using FDI will seek to limit the market risk and leverage created through the use of derivatives by using either the commitment approach or by using a sophisticated risk measurement technique known as “value-at-risk” (the “VaR approach”). The relevant Supplement indicates for each Fund whether it is using the commitment approach or the VaR approach.

The Sub-Investment Managers of each Fund using FDI employ a risk management process to enable them to accurately measure, monitor and manage the risks attached to FDI positions.

The commitment approach calculates leverage by measuring the market value of the underlying exposures of derivatives relative to the relevant Fund’s NAV. VaR is a statistical methodology that seeks to predict, using historical data, the likely maximum loss that a Fund could suffer, calculated to a specific (e.g., “one tailed” 99%) confidence level. Each of the Funds using a VaR model will use an “absolute” VaR model where the measurement of VaR is relative to the NAV of the Fund. A VaR model has certain inherent limitations and it cannot be relied upon to predict or guarantee that the size or frequency of losses incurred by a Fund will be limited to any extent. As the VaR model relies on historical market data as one of its key inputs, if current market conditions differ from those during the historical observation period, the effectiveness of the VaR model in predicting the VaR of a Fund may be materially impaired. Investors may suffer serious financial consequences under abnormal market conditions.

The effectiveness of the VaR model could be impaired in a similar fashion if other assumptions or components comprised in the VaR model prove to be inadequate or incorrect.

In accordance with the requirements of the Central Bank and as set out above, unless otherwise set out in the relevant Supplement, each Fund using an absolute VaR model is subject to an absolute VaR limit of 20% of the Fund’s NAV, based on a 20 day holding period and a “one tailed” 99% confidence interval. However, each of these Funds may from time to time experience a change in NAV over a 20 day holding period greater than 20% of NAV.

In addition to using the VaR approach, the respective Sub-Investment Managers of each of these Funds will monitor leverage levels on a daily basis to monitor changes due to market movements. In addition, the Sub-Investment Managers of each of the Funds with “Western Asset” or “Brandywine” in the name, for which the VaR approach is used, shall carry out pre-trade testing to consider the impact that the trade would have on the relevant Fund's overall leverage and to consider the risk/reward levels of the trade.

Risks of Using Options: Because option premiums paid or received by a Fund will be small in relation to the market value of the investment underlying the options, trading in options could cause the Fund’s NAV to be subject to more frequent and wider fluctuations than would be the case if the Fund did not use options.

Upon the exercise of a put option written by a Fund, the Fund may suffer a loss equal to the difference between the price at which the Fund is required to purchase the underlying asset and its market value at the time of the option exercise, less the premium received for writing the option. Upon the exercise of a call option written by a Fund, the Fund may suffer a loss equal to the excess of the market value of the asset at the time of the option’s exercise over the price at which the Fund is obliged to sell the asset, less the premium received for writing the option.

The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the historical price volatility of the underlying investment and general market conditions. Options purchased by a Fund that expire unexercised have no value, and the Fund will realise a loss in the amount of the premium paid plus any transaction costs.

No assurance can be given that the Funds will be able to effect closing transactions at a time when they wish to do so. If a Fund cannot enter into a closing transaction, the Fund may be required to hold assets that it might otherwise have

sold, in which case it would continue to be at market risk on such assets and could have higher transaction costs, including brokerage commissions. In addition, options that are not exchange traded will subject a Fund to risks relating to its counterparty, such as the counterparty’s bankruptcy, insolvency, or refusal to honour its contractual obligations.

Options on indices may, depending on the circumstances, involve greater risk than options on securities. A Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities as underlie the index and, as a result, bears a risk that the value of the securities held will vary from the value of the index.

The Funds are prohibited from writing uncovered options.

Risks of Using Futures and Options on Futures: If a Fund were unable to liquidate a futures contract or an option on a futures position due to the absence of a liquid market, the imposition of price limits or otherwise, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the future or option or to maintain cash or securities in a segregated account.

If an index future is used for hedging purposes, the risk of imperfect correlation between movements in the price of index futures and movements in the price of the securities that are the subject of the hedge increase as the composition of the Fund’s portfolio diverges from the securities included in the applicable index. The price of the index futures may move more than or less than the price of the securities being hedged. To compensate for the imperfect correlation of movements in the price of the securities being hedged and movements in the price of the index futures, the Fund may buy or sell index futures in a greater currency amount than the currency amount of the securities being hedged if the historical volatility of the prices of such securities being hedged is more than the historical volatility of the prices of the securities included in the index. It is also possible that, where the Fund has sold index futures contracts to hedge against a decline in the market, the market may advance and the value of the securities held in the Fund may decline. If this occurs, the Fund will lose money on the futures contract and also experience a decline in the value of its portfolio securities.

Where index futures are purchased to hedge against a possible increase in the price of securities before the Fund is able to invest in them in an orderly fashion, it is possible that the market may decline instead. If the relevant Sub- Investment Manager then decides not to invest in the securities at that time because of concern about possible further market decline or for other reasons, the Fund will realise a loss on the futures contract that is not offset by a reduction in the price of the securities it had anticipated purchasing.

Risks of Using Swaps: Certain Funds may enter into transactions in swaps (including credit default swaps, interest rate swaps (including non-deliverable), total return swaps, swaptions, currency swaps (including non-deliverable), contracts for differences and spread locks), options on swaps, caps, floors and collars. An interest rate swap involves the exchange by a Fund with another party of their respective commitments to pay or receive cash flows (e.g., an exchange of floating rate payments for fixed-rate payments). The purchase of a cap entitles the purchaser, to the extent that a specified index exceeds a predetermined value, to receive payments on a notional principal amount from the party selling the cap. The purchase of a floor entitles the purchaser, to the extent that a specified index falls below a predetermined value, to receive payments on a notional principal amount from the party selling the floor. A collar combines elements of buying a cap and selling a floor. A collar is created by purchasing a cap or floor and selling the other. The premium due for the cap (or floor as appropriate) is partially offset by the premium received for the floor (or cap as appropriate), making the collar an effective way to hedge risk at low cost. Spread locks are contracts that guarantee the ability to enter into an interest rate swap at a predetermined rate above some benchmark rate. A non- deliverable swap is one in which the payments to be exchanged are in different currencies, one of which is a thinly traded or non-convertible currency, and the other is a freely convertible, major currency. At each payment date, the payment due in the non-convertible currency is exchanged into the major currency at a daily reference rate, and net settlement is made in the major currency.

Certain Funds may also enter into credit default swap agreements. The Funds may be either the buyer or seller in a credit default swap transaction. The “buyer” in a credit default contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred. If a Fund is a buyer and no event of default occurs, the Fund will lose its investment and recover nothing. On the other hand, if the Fund is a buyer and an event of default does occur, the Fund (i.e., the buyer) will receive the full notional value of the reference obligation that may have little or no value. Conversely, if the Fund is a seller and an event of default occurs, the Fund (i.e., the seller) must pay the buyer the full notional value, or “par value”, of the reference obligation in exchange for the reference obligation. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation.

Total return swaps are agreements whereby the Fund agrees to pay a stream of payments based on an agreed interest rate in exchange for payments representing the total economic performance, over the life of the swap, of the asset or assets underlying the swap. Through the swap the Fund may take a long or short position in the underlying asset(s), which may constitute a single security or a basket of securities. Exposure through the swap closely replicates the economics of physical shorting (in the case of short positions) or physical ownership (in the case of long positions), but in the latter case without the voting or beneficial ownership rights of direct physical ownership. If a Fund invests in total return swaps or other FDI with the same characteristics, the underlying asset or index may be comprised of equity or debt securities, Money Market Instruments or other eligible investments which are consistent with the investment objective and policies of the Fund. The counterparties to such transactions are typically banks, investment firms, broker-dealers, collective investment schemes or other financial institutions or intermediaries. The counterparties to total return swaps entered into by a Fund will not assume any discretion over the composition or management of the Fund’s investment portfolio or over the underlying of the FDIs, and the counterparty’s approval is not required in relation to any portfolio transactions by the Fund.

Swap agreements, including caps, floors and collars, can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the overall volatility of a Fund’s investments and its share price and yield because, and to the extent, these agreements affect the Fund’s exposure to long- or short-term interest rates, foreign currency values, mortgage-backed securities values, corporate borrowing rates or other factors such as security prices or inflation rates. Swap agreements will tend to shift a Fund’s investment exposure from one type of investment to another. For example, if a Fund agrees to exchange payments in US Dollars for payments in the currency of another country, the swap agreement would tend to decrease the Fund’s exposure to US interest rates and increase its exposure to the other country’s currency and interest rates. Caps and floors have an effect similar to buying or writing options.

Payments under a swap contract may be made at the conclusion of the contract or periodically during its term. If there is a default by the counterparty to a swap contract, a Fund will be limited to contractual remedies pursuant to the agreements related to the transaction. There is no assurance that swap contract counterparties will be able to meet their obligations pursuant to swap contracts or that, in the event of default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed in or prevented from obtaining payments owed to it pursuant to swap contracts.

In addition, because swap contracts are individually negotiated and ordinarily non-transferable, there also may be circumstances in which it would be impossible for a Fund to close out its obligations under the swap contract. Under such circumstances, a Fund might be able to negotiate another swap contract with a different counterparty to offset the risk associated with the first swap contract. Unless a Fund is able to negotiate such an offsetting swap contract, however, it could be subject to continued adverse developments, even after the Fund’s portfolio manager has determined that it would be prudent to close out or offset the first swap contract.

The use of swaps involves investment techniques and risks different from and potentially greater than those associated with ordinary portfolio securities transactions. If the Fund’s portfolio manager is incorrect in its expectations of

market values or interest rates the investment performance of a Fund would be less favourable than it would have been if this efficient portfolio management technique were not used.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS: Repurchase Agreements create the risk that the market value of the securities sold by a Fund may decline below the price at which the Fund is obliged to repurchase such securities under the agreement. If the buyer of securities under a Repurchase Agreement files for bankruptcy or proves insolvent, the Fund's use of proceeds from the agreement may be restricted pending the determination by the other party or its trustee or receiver whether to enforce the obligation to repurchase the securities.

If the seller of a Reverse Repurchase Agreement fails to fulfill its commitment to repurchase the security in accordance with the terms of the agreement, the relevant Fund may incur a loss to the extent that the proceeds realised on the sale of the securities are less than the repurchase price. If the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to the Fund and order that the securities be sold to pay off the seller's debts. There may be both delays in liquidating the underlying securities and losses during the period while the Company on behalf of the Fund seeks to enforce its rights, including possible sub-normal level of income and lack of access to income during the period and expenses in enforcing its rights.

SECURITIES LENDING AGREEMENTS: A Fund will be exposed to credit risk presented by the counterparty to any securities lending contract, similar to Repurchase and Reverse Repurchase Agreements. The risks associated with lending portfolio securities include the possible loss of rights against the collateral for the securities should the borrower fail financially.

EUROPEAN MARKET INFRASTRUCTURE REGULATION (“EMIR”): A Fund entering into OTC derivative contracts must comply with EMIR requirements including mandatory clearing, bilateral risk management and reporting. These obligations may result in additional costs for the Fund and sanctions by the Central Bank in the event of non-compliance.

EUROPEAN BENCHMARKS REGULATION: The Benchmarks Regulation imposes obligations on administrators, contributors and certain users of benchmarks such as some of the Funds. There is a risk that benchmarks used by certain Funds be changed or discontinued, or that the Funds may no longer be permitted to use them.

SECURITISATION REGULATION: On 17 January 2018, the new Securitisation Regulation (Regulation EU 2017/2402) (the “Securitisation Regulation”) came into force and applies across the EU from 1 January 2019. The Securitisation Regulation replaces the existing sector-specific approach to securitisation regulation with a new set of rules that apply to EU-regulated institutional investors investing in Securitisations. Fund management companies such as the Manager, and accordingly the Funds, are within scope of the Securitisation Regulation. The definition of “Securitisation” is intended to capture any transaction or scheme where the credit risk associated with an exposure or a pool of exposures is tranched. Essentially, the definition includes any investment with tranches or classes where payments in the transaction or scheme are dependent on the performance of the exposure or of the pool of exposures and the participation in losses differs between the tranches during the life of the transaction or scheme.

Fund management companies such as the Manager must ensure that the originator, sponsor or original lender of a Securitisation retains at least a 5% net economic interest in the Securitisation. These rules will mean that the Manager or the relevant Investment Manager will need to conduct due diligence before a Fund invests in a Securitisation Position and continue to perform due diligence during the period the investment continues in a Securitisation. Where a Fund is exposed to a Securitisation Position which does not meet the requirements of the Securitisation Regulation, the Manager or the relevant Investment Manager is required to, in the best interests of the investors in the relevant Fund, act and take corrective action, if appropriate.

The Securitisation Regulation applies to Securitisations the securities of which are issued on or after 1 January 2019 or which create new Securitisation Positions on or after that date. An effect of the Securitisation Regulation is that certain Securitisations which were eligible for purchase by the Funds are no longer eligible.

UMBRELLA STRUCTURE OF THE COMPANY AND CROSS-LIABILITY RISK: The Company is an

umbrella fund with segregated liability between Funds and under Irish law the Company generally will not be liable as a whole to third parties and there generally will not be the potential for cross liability between the Funds. Each Fund will be responsible for paying its fees and expenses regardless of the level of its profitability. Notwithstanding the foregoing, there can be no assurance that, should an action be brought against the Company in the courts of another jurisdiction, the segregated nature of the Funds would necessarily be upheld.

RISKS ASSOCIATED WITH UMBRELLA CASH ACCOUNTS: The Umbrella Cash Account will operate in respect of the Company rather than a relevant Fund and the segregation of Investor Monies from the liabilities of Funds other than the relevant Fund to which the Investor Monies relate is dependent upon, among other things, the correct recording of the assets and liabilities attributable to individual Funds by or on behalf of the Company.

In the event of an insolvency of the Fund, there is no guarantee that the Fund will have sufficient monies to pay unsecured creditors (including the investors entitled to monies held in the Umbrella Cash Account) in full.

Monies attributable to other Funds within the Company will also be held in the Umbrella Cash Accounts. In the event of the insolvency of a Fund (an “Insolvent Fund”), the recovery of any amounts to which another Fund (the “Beneficiary Fund”) is entitled, but which may have transferred in error to the Insolvent Fund as a result of the operation of the Umbrella Cash Account, will be subject to applicable law and the operational procedures for the Umbrella Cash Account. There may be delays in effecting, and/or disputes as to the recovery of, such amounts, and the Insolvent Fund may have insufficient funds to repay amounts due to the Beneficiary Fund. If the Beneficiary Fund is unable to recoup such amounts, it may incur losses or expenses in anticipation of receiving such amounts, which in turn may adversely affect its NAV.

If an investor fails to provide the subscription monies within the timeframe stipulated in the Prospectus, the investor may be required to indemnify the Fund against the liabilities that may be incurred by it. The Company may cancel any Shares that have been issued to the investor and charge the investor interest and other expenses incurred by the relevant Fund. If the Company is unable to recoup such amounts from the defaulting investor, the relevant Fund may incur losses or expenses in anticipation of receiving such amounts, for which the relevant Fund, and consequently its Shareholders, may be liable.

It is not expected that any interest will be paid on the amounts held in the Umbrella Cash Account. Any interest earned on the monies in the Umbrella Cash Account will be for the benefit of the relevant Fund and will be allocated to the Fund on a periodic basis for the benefit of the Shareholders at the time of the allocation.

INVESTMENTS IN MONEY MARKET FUNDS: The purchase of Shares in a Money Market Fund is not the same as placing funds on deposit with a bank or deposit-taking company. The Money Market Funds are not a guaranteed investment and there is a risk that Shareholders might not recover their initial investment. They do not rely on external support to guarantee their liquidity or stabilise their constant Net Asset Value per Share. The Company has no obligation to redeem shares at the subscription price.

INVESTMENTS IN ABSOLUTE FUNDS: Certain Funds (as disclosed in the relevant Supplement) seek to generate absolute returns over a specified time horizon or independent of market cycles. Investors should not interpret the investment objectives for these Funds to imply that positive returns, that are independent of market cycles, are guaranteed. Each Fund pursuing an absolute return objective may be unsuccessful in achieving its objective and may have negative returns. Each such Fund will seek to mitigate downside risk (although this may not be successful) and therefore is unlikely to participate fully in the upside of a market in the short- and medium-term.

RISK OF TERMINATION OF THE FUNDS: In the event of the termination of any Fund, the Fund would have to distribute to the Shareholders their pro rata interest in the assets of the Fund. It is possible that at the time of such sale or distribution, certain investments held by the Fund may be worth less than the initial cost of such investments, resulting in a substantial loss to the Shareholders. Moreover, any organisational expenses with regard to the Shares and Funds that had not yet become fully amortised would be debited against the applicable Fund’s capital at that time. Where one or a few Shareholders own a significant percentage of the outstanding Shares of a Fund, redemptions by

such Shareholders may make the continuing operation of the Fund not viable and/or not in the best interests of remaining Shareholders, thereby leading to the termination of the Fund.

DISTRIBUTIONS FROM CAPITAL: The Distributing Plus Share Classes may declare and pay distributions out of capital. Investors in these Share Classes should be aware that payment of dividends out of capital amounts to a return or withdrawal of part of an investor’s original investment or of capital gains attributable to that original investment, and such distributions will result in a corresponding immediate decrease in the NAV per Share of the Share Class. The payment of distributions out of capital will accordingly lead to capital erosion and may be achieved by forgoing the potential for future capital growth. This cycle may continue until all capital is depleted. Distributions out of capital may have different tax implications to distributions of income. Investors are recommended to seek advice in this regard.

CHARGING FEES AND EXPENSES TO CAPITAL: The Distributing Plus (e) and Distributing Plus (u) Share Classes offered by certain of the Funds may charge certain fees and expenses to capital rather than income. Charging all or part of the fees and expenses to capital will result in income being increased for distribution; however, the capital that these Distributing Plus (e) and Distributing Plus (u) Share Classes have available for investment in the future, and capital growth, may be reduced. Shareholders should note that there is an increased risk that on the redemption of Shares of Distributing Plus (e) and Distributing Plus (u) Share Classes, Shareholders may not receive back the full amount invested. For investors in Distributing Plus (e) and Distributing Plus (u) Share Classes, this may result in the erosion of investors’ capital investment notwithstanding the performance of the relevant Fund, or capital gains attributable to that original investment, which will likely diminish the value of future returns. The increased dividend payout as a result of charging fees and expenses to capital effectively amounts to a return or withdrawal of an investor’s original capital investment or of capital gains attributable to that original investment. The higher level of dividend payout under this charging mechanism will result in a corresponding immediate decrease in the NAV of the Share Classes on the ex-dividend date. Shareholders should note that to the extent expenses are charged to capital, some or all of the distributions made by the Distributing Plus (e) and Distributing Plus (u) Share Classes should be considered to be a form of capital reimbursement.

RISKS OF PERFORMANCE FEES: For certain Share Classes of certain Funds, performance fees may be payable. It should be noted that performance fee calculations are based on net realised and net unrealised gains and losses as at the end of each calculation period. As such, performance fees may be paid on unrealised gains which may subsequently never be realised. Performance fees may create an incentive for the Investment Manager or Sub- Investment Manager to take risks in managing the Funds that they would not otherwise take. The performance fee methodology for certain Share Classes may not require equalisation, which may result in certain Shareholders in such Share Classes paying performance fees relating to periods of time prior to their investment in the Fund. Performance fees may accrue due to widespread increases in value in the market(s) in which the relevant Fund invests, rather than resulting specifically from the performance of the Investment Manager in selecting investments for the Fund.

RISKS OF US WITHHOLDING TAX: The Company (or each Fund) will be required to comply (or be deemed compliant) with extensive new reporting and withholding requirements (known as “FATCA”) designed to inform the US Department of the Treasury of US-owned foreign investment accounts. Failure to comply (or be deemed compliant) with these requirements will subject the Company (or each Fund) to US withholding taxes on certain US- sourced income and gains beginning in 2014. Alternatively, pursuant to an intergovernmental agreement between the United States and Ireland, the Company (or each Fund) may be deemed compliant, and therefore not subject to the withholding tax, if it identifies and reports US Taxpayer information directly to the Irish government. Shareholders may be requested to provide additional information to the Company to enable the Company (or each Fund) to satisfy these obligations. Failure to provide requested information may subject a Shareholder to liability for any resulting US withholding taxes, US tax information reporting and/or mandatory redemption, transfer or other termination of the Shareholder’s interest in its Shares. Detailed guidance as to the mechanics and scope of this new reporting and withholding regime is continuing to develop. There can be no assurance as to the timing or impact of any such guidance on future operations of the Company (or each Fund). See “Application of FATCA under the Irish IGA” under “Taxation – Irish Tax Considerations”, and “Taxation of the Company” and “Taxation of Shareholders” under “Taxation – US Federal Tax Considerations” below.

RISKS OF MASTER LIMITED PARTNERSHIPS AND ROYALTY TRUSTS: The risks of investing in an MLP

are generally those involved in investing in a partnership as opposed to a corporation. For example, the law governing partnerships is often less restrictive than the law governing corporations. Accordingly, there may be fewer protections afforded to investors in an MLP than investors in a corporation. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.

Another risk of investing in an MLP is that the US federal regulations governing MLPs change in a manner that is adverse to US investors in MLPs, which would likely cause the value of investments in MLPs to drop significantly.

The value of an investment in an MLP focused on the energy sector may be directly affected by the prices of natural resources commodity prices. The volatility and interrelationships of commodity prices can also indirectly affect certain MLPs due to the potential impact on the volume of commodities transported, processed, stored or distributed. A Fund’s investment in an MLP may be adversely affected by market perceptions that the performance and distributions or dividends of MLPs are directly tied to commodity prices. Investments in MLPs will require Funds to prepare and file certain tax filings, and the additional cost of preparing and filing tax returns and paying the related taxes may adversely impact the Fund’s return on its investment in MLPs.

MLPs generally make distributions to unitholders out of operating cash flow. Depending on the particular MLP, some or all of such distributions may be a return of capital to unitholders of the MLP, including the Fund. Such distributions that are returns of capital may impact the potential for future capital growth of the MLP.

Royalty trusts are exposed to many of the same risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. Royalty trusts are, in some respects, similar to certain MLPs and include risks similar to those MLPs.

ESG RISKS: Where a Fund follows an environmental, social and governance (“ESG”) investment strategy, this may limit the number of investment opportunities available to the Fund and, as a result, the Fund may underperform funds that are not subject to such criteria. For example, a Fund’s ESG investment strategy may cause it to: (1) forgo opportunities to purchase certain securities it might otherwise be advantageous to buy; or (2) sell certain securities it might otherwise be disadvantageous to sell. The Investment Manager or Sub-Investment Manager determines whether issuers meet ESG criteria based on the Investment Manager’s or Sub-Investment Manager’s assessment, which includes a subjective component and will be made based on the information available to the Investment Manager or Sub-Investment Manager. Investors may not agree with such assessments.

DILUTION ADJUSTMENTS: For each Fund except the Money Market Funds, a dilution adjustment may be applied to the Net Asset Value per Share of a Fund on a Dealing Day (i) if net subscriptions or redemptions exceed certain pre-determined percentage thresholds relating to a Fund’s Net Asset Value (where such percentage thresholds have been pre-determined for each Fund from time to time by the Directors or by a committee nominated by the Directors) or (ii) in any other cases where there are net subscriptions or redemptions in the Fund and the Directors or their delegate reasonably believes that imposing a dilution adjustment is in the best interests of existing Shareholders.

Where a dilution adjustment is applied, it will increase the NAV per Share of a Fund when there are net inflows and decrease the NAV per Share of a Fund when there are net outflows. The NAV per Share, as adjusted by any dilution adjustment, will be applicable to all transactions in Shares or the relevant Fund on the relevant Dealing Day. Therefore, for an investor who subscribes to a Fund on a Dealing Day when the dilution adjustment increases the NAV per Share, the cost per Share to the investor will be greater than it would have been absent the dilution adjustment. For an investor who redeems a certain number of Shares from a Fund on a Dealing Day when the dilution adjustment decreases the NAV per Share, the amount received by the investor in redemption proceeds for the Shares redeemed will be less than it would have been absent the dilution adjustment.

CYBER SECURITY RISKS: With the increased use of technologies such as the Internet and other electronic media and technology to conduct business, the Company, each Fund and the Company’s service providers and their

respective operations are is susceptible to operational, information security and related risks including cyber security attacks or incidents. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorised access to digital systems, networks or devices (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorised access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). In addition to intentional cyber-events, unintentional cyber-events can occur, such as, for example, the inadvertent release of confidential information. Cyber security failures or breaches by affecting the Company, a Fund and/or the Company’s service providers, and the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, shutting down, disabling, slowing or otherwise disrupting operations, business process or website access functionality, interference with a Fund’s ability to calculate its NAV, impediments to trading, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs, the loss of propriety information, suffer data corruption. Among other potentially harmful effects, cyber-events also may result in theft, unauthorised monitoring and failures in the physical infrastructure or operating systems that support the Company and the Company’s service providers. Similar adverse consequences could result from cyber security attacks, failures or breaches affecting issuers of securities in which the Funds invest, counterparties with which the Funds engage in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for Fund shareholders) and other parties. In addition, substantial costs may be incurred in order to try to prevent any cyber incidents in the future.

FEES AND EXPENSES

Each Fund shall pay all of its expenses and its due proportion of any expenses allocated to it. These expenses may include the costs of (i) establishing and maintaining the Company, the relevant Fund and any subsidiary company (established for efficient portfolio management purposes only), trust or collective investment scheme approved by the Central Bank and registering the Company, the relevant fund and the Shares with any governmental or regulatory authority or with any regulated market, (ii) management, administration, custodial and related services (which may include networking fees paid to entities, including Dealers, that provide recordkeeping and related services), (iii) preparation, printing and posting of prospectuses, sales literature and reports to Shareholders, the Central Bank and governmental agencies, (iv) taxes, (v) commissions and brokerage fees, (vi) auditing, tax and legal fees, (vii) insurance premiums, (viii) all marketing expenses which may be incurred in the promotion of the Funds; and (ix) other operating expenses. Other operating expenses may include, but are not limited to, fees payable to subsidiaries of Legg Mason or other service providers for the provision of: governance support and reporting to the Board; an anti-money laundering reporting officer to the Company; insurance services to the Board; and ongoing registration services for jurisdictions where the Funds are publicly offered. Such expenses are in addition to the shareholder servicing, management and performance fees.

Each Director who is not an employee of a Legg Mason Group company shall be entitled to receive fees by way of remuneration for his or her services at a rate to be determined from time to time by the Directors, provided that the annual fees paid to each Director shall not exceed Euro 200,000. The foregoing limit shall not be increased without Shareholders’ prior approval. In addition, each Director shall be entitled to reimbursement for any out-of-pocket expenses.

At the discretion of the Directors, the Distributing Plus (e) and Distributing Plus (u) Share Classes may charge certain fees and expenses to capital. There is an increased risk that on redemption of this Share Class, Shareholders may not receive back the full amount invested. The reason for charging fees and expenses to capital is to increase the amount of distributable income. It should be noted that the distribution of income from this Share Class may result in the erosion of capital, thus some of the potential for future capital growth will be lost as a consequence of seeking to increase the amount that can be distributed by this Share Class. Although this share class type is permitted to charge certain fees and expenses to capital, they may choose not to do so. The Funds’ annual and semi-annual reports will

disclose whether such Share Classes have charged fees and expenses to capital and the amount of such fees and expenses.

At the discretion of the Directors, the Distributing Plus Share Classes may distribute from capital. There is an increased risk that on redemption of this Share Class, Shareholders may not receive back the full amount invested. The reason for allowing distributions from capital is to maintain a more consistent rate of distribution. It should be noted that the distribution of capital from this Share Class may result in the erosion of capital, thus some of the potential for future capital growth will be lost as a consequence of seeking to increase the amount that can be distributed by this Share Class. Although these Funds are permitted to distribute from capital, they may choose not to do so. The Funds’ annual and semi-annual reports will disclose whether such Share Classes have distributed capital and the amount of such capital.

All expenses relating to the establishment of a Fund will be borne by such Fund. These organisational costs are not expected to exceed US$50,000 and will be expensed in full during the first year of the Fund’s operation. In addition, the Funds shall pay the following expenses:

MANAGEMENT FEES: Pursuant to the Management Agreement between the Company and the Manager, the Manager shall be entitled to receive a management fee out of the assets of the relevant Fund for its investment management and distribution services, which shall accrue on each Dealing Day and be payable monthly in arrears (the “Management Fees”). Pursuant to that Management Agreement, the Manager shall also be entitled to receive a shareholder servicing fee for its shareholder services as set out below under “Shareholder Servicing Fees”. The Company shall also be responsible for the prompt payment or reimbursement to the Manager of any commissions, transfer fees, registration fees, taxes and similar liabilities, costs and out-of-pocket expenses properly payable or incurred by the Manager.

The Supplements indicate the maximum Management Fee and Shareholder Servicing Fee for each Share Class (expressed as a percentage of the relevant Fund’s NAV attributable to such Class). There are no Management Fees payable by the Funds with respect to the BW LM Share Classes and LM Share Classes. Investors in the BW LM Share Classes and/or LM Share Classes may include clients of the Manager, Investment Managers, the Sub-Investment Managers or their affiliates, and the Manager, Investment Managers and/or Sub-Investment Managers may receive, directly or indirectly, compensation outside of the Funds from those investors with respect to the assets invested in the BW LM Share Classes and LM Share Classes.

For certain Share Classes of certain Funds, the Manager may be entitled to receive a fee depending on the performance of the Share Classes. Such fees are called “performance fees” – more information is provided in the Supplements for Funds offering such Share Classes.

COMPENSATION OF INVESTMENT MANAGERS AND SUB-INVESTMENT MANAGERS: Pursuant to

each Investment Management Agreement, each Investment Manager is entitled to receive an investment management fee and each Investment Manager shall be responsible for paying the fees and out-of-pocket expenses of any Sub- Investment Managers out of its own Investment Management Fee (which may include the Performance Fee).

COMPENSATION OF DISTRIBUTORS: The Manager and the Company have entered into a Master Distribution Agreement with LMIS under which the Manager has delegated to LMIS certain responsibilities associated with marketing and distributing the Funds. The Manager shall pay LMIS a portion of its Management Fee as agreed between the parties from time to time (the “distribution fee”). In turn, LMIS has entered into a Distribution Agreement with LMI Europe under which LMIS has delegated to LMI Europe certain responsibilities associated with marketing and distributing the Funds. LMIS shall pay to LMI Europe a portion of its distribution fee as agreed between the parties from time to time. Additionally, LMI Europe has entered into separate Distribution Agreements with LMAMHK and Legg Mason Asset Management Singapore Pte. Limited and a master agent agreement with Legg Mason Investments (Taiwan) Limited, under which LMI Europe has delegated to these Distributors certain responsibilities associated with marketing and distributing each of the Funds. LMI Europe shall pay to these Distributors a portion of its distribution fee as agreed between the parties from time to time.

The Manager and the Distributors may appoint one or more Dealers to serve as dealers of the Funds and assist them with marketing and distributing the Funds. The Manager and each Distributor, in its own discretion, may pay such Dealers based on gross sales, current assets or other measures and the Distributors shall be responsible for paying these Dealers for marketing and distributing the Funds. The amount of compensation paid by the Manager and Distributors may be substantial and may differ between different Dealers. The minimum aggregate sales required for eligibility for such compensation, and the factors in selecting and approving Dealers to which they will be made, are determined from time to time by the Manager and the Distributors. The receipt of (or prospect of receiving) payments described above may serve as an incentive to a Dealer or its salespersons to favour sales of the Shares over sales of other funds (or other investments) in which the selling agent does not receive such payments or receives them in a lower amount. These payment arrangements will not, however, change the price at which Shares are issued by the Funds or the amount that a Fund receives to invest on behalf of the Shareholder. A Shareholder may wish to consider such payment arrangements when evaluating any recommendations of the Funds.

SHAREHOLDER SERVICES FEE: Pursuant to the Management Agreement between the Company and the Manager, the Manager shall be entitled to receive a shareholder services fee out of the assets of the relevant Funds for its services, which shall accrue on each Dealing Day and be payable monthly in arrears (the “Shareholder Services Fees”). The Shareholder Services Fees shall be payable monthly in arrears and shall accrue on each Dealing Day. Under the Master Shareholder Servicing Agreement between the Manager, the Company and LMIS, LMIS shall be entitled to receive from the Manager a shareholder services fee from certain of the Share Classes for their services as shareholder servicing agent. The relevant Supplement for each Fund shows the aggregate annual shareholder services fees paid by each Share Class.

The Manager, LMIS and the Legg Mason entities appointed by LMIS may compensate out of the shareholder services fees or other resources one or more selling or shareholder servicing agents that provide shareholder services to certain Shareholders, including selling agents that have been appointed to market and distribute the Funds.

ADMINISTRATION FEE: The Administrator is entitled to receive from each Fund an administration fee in the amount set out below. The Company will pay the Administrator this administration fee for and on behalf of the Funds. The fees and expenses of the Administrator accrue on each Dealing Day and are payable monthly in arrears.

DEPOSITARY FEE: The Depositary is entitled to receive from each Fund a depositary fee in the amount set out below. The Company shall pay the Depositary this depositary fee for and on behalf of the Funds.

The combined administration and depositary fee will not exceed 0.15% per annum of the NAV of each Fund or such other fee as may be agreed in writing between the Administrator, the Depositary and the Funds and notified to Shareholders. The Administrator and Depositary are responsible for certain categories of their out-of-pocket expenses as specified in an agreement with the Company – the Company will be responsible for reimbursing the Administrator and the Depositary for other out-of-pocket expenses. The Company shall also reimburse the Depositary for sub- custodian fees which shall be charged at normal commercial rates.

CURRENCY ADMINISTRATION FEE: For all Unhedged Share Classes denominated in a currency other than the relevant Fund’s Base Currency, the Currency Administrator is entitled to receive fees for the conversion of currencies on subscriptions, exchanges and distributions on such Share Classes which shall be at prevailing commercial rates. Where the Currency Administrator has been appointed to provide hedging administration services to a Hedged Share Class, the Currency Administrator is entitled to receive fees for such services which shall be at prevailing commercial rates. Such fees, and any other fees payable in respect of the hedging of any of the Hedged Share Classes, shall be borne exclusively by the relevant Hedged Share Class. Where the Currency Administrator has been appointed to provide hedging administration services for particular Funds to hedge exposure to various currencies, the Currency Administrator is entitled to receive fees for such services which shall be at prevailing commercial rates.

COLLATERAL MANAGEMENT FEE: For all Funds offering Hedged Share Classes, the Collateral Manager is entitled to receive fees for its management of the collateral that may be obliged to be posted by the Funds or by their counterparties to the forward currency exchange contracts through which currency hedging is implemented for such Hedged Share Classes. The fees for such services shall not exceed GBP 340 per month for each Fund, and shall be charged only to the relevant Hedged Share Classes.

INITIAL CHARGE AND OTHER FEES OR EXPENSES: Investors in A Share Classes (excepting the Grandfathered Share Classes) and D Share Classes may be required to pay a Distributor or Dealer an initial charge of up to 5%. Investors in E Share Classes may be required to pay a Distributor or Dealer an initial charge of up to 2.5%. In the event an investor purchases or redeems Shares through a paying agent, the investor may also be charged the fees and expenses of the paying agent in the applicable jurisdiction. The Company has appointed paying agents and local representative agents and may appoint additional paying agents and local representative agents upon prior approval of the Central Bank. Under the terms of agreements between the Company and each such paying agent or representative agent, the Company is obligated to pay the paying agent or local representative agent a fee for its services as paying agent or local representative agent for the Company in the particular country, which fee shall be at normal commercial rates for the relevant jurisdiction and shall be set forth in the Company’s accounts.

Upon redemption of Shares, investors in certain of the Share Classes may be required to pay a contingent deferred sales charge (‘CDSC”) – see “Contingent Deferred Sales Charges” under “Administration of the Company” as well as the relevant Supplement for more information.

ADMINISTRATION OF THE COMPANY

DETERMINATION OF NET ASSET VALUE

The NAV for each Fund shall be expressed in its respective Base Currency as set out in the relevant Supplement. The Administrator shall determine the NAV per Share for each Share Class of each Fund on each Dealing Day as at the Valuation Point in accordance with the Articles of Association and by reference to the latest available mid prices (for bonds and equities) on the relevant market on the Dealing Day. The NAV per Share in each Fund shall be calculated by dividing the assets less its liabilities, by the number of Shares in issue in respect of that Fund. Any liabilities of the Company which are not attributable to any Fund shall be allocated pro rata amongst all of the Funds. Where a Fund is made up of more than one Share Class, the NAV of each Share Class shall be determined by calculating the amount of the NAV of the Fund attributable to that Share Class. The amount of the NAV of a Fund attributable to a Share Class shall be determined by establishing the number of shares in issue in the Share Class as at the close of business on the Dealing Day immediately preceding the Dealing Day on which the NAV of the Share Class is being determined or in the case of the first Dealing Day as at the close of the Initial Offer Period and by allocating relevant Share Class expenses to the Share Class and making appropriate adjustments to take account of distributions paid out of the Fund, if applicable, and apportioning the NAV of the Fund accordingly. The NAV per Share of a Share Class shall be calculated by dividing the NAV of the Fund attributable to the Share Class by the number of Shares in issue in that Share Class (calculated and expressed to up to three decimal places of the currency in which the Share Class is denominated) as at the close of business on the Dealing Day immediately preceding the Dealing Day on which the NAV per Share is being calculated or in the case of the first Dealing Day as of the close of the Initial Offer Period.

In determining the value of the assets of a Fund, each security which is traded on a Regulated Market will be valued on the Regulated Market which is normally the principal market for such security on the basis of the latest available mid price on the Dealing Day.

In the case of unlisted securities or any assets traded on a Regulated Market, but in respect of which a price or quotation is not available at the time of valuation which would provide a fair valuation, the value of such asset shall be estimated with care and in good faith by a competent person selected by the Directors and approved for that purpose by the Depositary and such value shall be determined on the basis of the probable realisation value of the investment.

Notwithstanding the foregoing, the Administrator may use a systematic fair valuation model provided by an independent third party approved by the Depositary to value equity securities and/or fixed income securities in order to adjust for stale pricing which may occur between the close of foreign exchanges and the Valuation Point on the relevant Dealing Day.

Cash and other liquid assets will be valued at their face value with interest accrued (if any) to the close of business on the Dealing Day. Investments in collective investment schemes shall be valued on the basis of the latest available redemption price for the shares or units in the collective investment scheme.

Exchange-traded derivative instruments shall be valued at the relevant settlement price on the applicable exchange. Derivative instruments not traded on an exchange shall be valued daily using a valuation calculated by a competent person, which may include an independent pricing vendor, appointed by the Directors and approved for that purpose by the Depositary. Such valuation shall be reconciled on a monthly basis to the valuation provided by the counterparty to such instrument. Forward foreign exchange contracts shall be valued by reference to the price at which a new forward contract of the same size and maturity could be undertaken as of the close of business on the Dealing Day.

In determining the value of the assets there shall be added to the assets any interest or dividends accrued but not received and any amounts available for distribution but in respect of which no distribution has been made.

Where applicable, values shall be converted into its respective base currency at the exchange rate applicable as of the close of business on the Business Day preceding the Dealing Day.

Dilution Adjustments

For any Fund except the Money Market Funds, in calculating the NAV per Share for each Fund on any Dealing Day, the Company may, at its discretion, adjust the NAV per Share for each Share Class by applying a dilution adjustment:

(1) if net subscriptions or redemptions exceed certain pre-determined percentage thresholds relating to a Fund’s NAV (where such percentage thresholds have been pre-determined for each Fund from time to time by the Directors or by a committee nominated by the Directors) or (2) in any other cases where there are net subscriptions or redemptions in the Fund and the Directors or their delegate reasonably believes that imposing a dilution adjustment is in the best interests of existing Shareholders.

Absent a dilution adjustment, the price at which the subscriptions or redemptions are effected would not reflect the costs of dealing in the underlying investments of the Fund to accommodate large cash inflows or outflows, including dealing spreads, market impact, commissions and transfer taxes. Such costs could have a materially disadvantageous effect on the interests of existing Shareholders in the Fund.

The dilution adjustment amount for each Fund will be calculated on a particular Dealing Day by reference to the estimated costs of dealing in the underlying investments of that Fund, including any dealing spreads, market impact, commissions and transfer taxes and will be applied to each Share Class in an identical manner. Where there are net inflows into a Fund, the dilution adjustment will increase the NAV per Share. Where there are net outflows from a Fund, the dilution adjustment will decrease the NAV per Share. The NAV per Share, as adjusted by any dilution adjustment, will be applicable to all transactions in Shares in the relevant Fund on the relevant Dealing Day. More information about the dilution adjustments can be obtained by Shareholders upon request to any Distributor.

Specific liquidity management procedures apply to the Money Market Funds. They are set out in each Money Market Fund’s Supplement.

Valuation of Money Market Funds

The NAV of the Money Market Funds is calculated daily as follows:

- using the mark-to-market3 method whenever possible; or

- using the mark-to-model4 where the mark-to-market method is not possible or the market is not of sufficient quality.

3 “Mark-to-market” means the valuation of positions at readily available close out prices that are sourced independently, including exchange prices, screen prices or quotes from several independent reputable brokers. When using mark-to-market, the assets of the Money Market Funds shall be valued at the more prudent side of bid and offer unless the assets can be closed out at mid-market.

4 “Mark-to-model” means any valuation which is benchmarked, extrapolated or otherwise calculated from one or more market input.

In addition, the assets of short-term public debt constant NAV (CNAV) Money Market Funds are valued using the amortised cost method5. The assets of low volatility NAV (LVNAV) Money Market Funds having a residual maturity of up to 75 days are also valued using the amortised cost method. If the valuation of an asset of an LVNAV Money Market Fund with the amortised cost method deviates by more than 0.10% from its valuation using the mark-to-market method or mark-to-model method, the price of that asset will be valued using one of the two latter methods.

The Directors monitor the use of the amortised cost method of valuation to ensure that this method continues to be in the best interests of the Shareholders and provides a fair valuation of a public debt CNAV or LVNAV Money Market Fund’s assets. There may be periods during which the value of an asset determined under the amortised cost method is higher or lower than the price which the relevant Fund would receive if the asset were sold, and the accuracy of the amortised cost method of valuation can be affected by changes in interest rates and the credit standing of issuers of the Fund’s investments.

For each public debt CNAV Money Market Fund and LVNAV Money Market Fund, the Administrator reviews daily any discrepancies between the value of the Fund’s assets calculated using the amortised cost and the value calculated using the mark-to-market or mark-to-model method. In the event of a discrepancy, the Administrator will apply the following escalation procedure:

- a deviation by more than 0.1% will be escalated to the Directors and the Investment Manager;

- a deviation by more than 0.2% will be escalated to the Directors, the Investment Manager and the Depositary;

- a deviation by more than 0.3% will be escalated to the Directors, the Investment Manager and the Depositary and will be reviewed daily.

These daily reviews and any engagement of the escalation procedures will be documented.

SUBSCRIPTION PRICE

Following the relevant Initial Offer Period, the subscription price per Share for all Share Classes shall be the NAV per Share next determined plus, in the case of any of the A Share Classes (excluding the Grandfathered Share Classes) and D Share Classes, an initial charge of up to 5%, and in the case of any of the E Share Classes, an initial charge of up to 2.5%. The initial charge shall be payable to the Distributors or such person as they may direct, including Dealers. For any Fund except the Money Market Funds, on any Dealing Day a dilution adjustment may be made, which will be reflected in the NAV per Share.

Any Fund may operate an equalisation account and therefore if Shares are acquired otherwise than at the beginning of an account period, the first distribution after acquisition will include a refund of capital, referred to as an equalisation payment, which is not subject to tax as income. The amount of the equalisation payment must be deducted from the original purchase cost of the Shares in computing the allowable costs of the shares for capital gains purposes.

MINIMUM SUBSCRIPTION AMOUNTS AND INITIAL OFFER PRICES

The minimum subscription amounts are set out in Schedule IX of this Prospectus.

5 “Amortised cost method” means a valuation method that takes the acquisition cost of an asset and adjusts that value for amortisation of premiums or discounts until maturity.

The Company may decide to extend the Initial Offer Period of a Share Class and leave it open until a sufficient number of Shares have been subscribed for to allow for efficient management of the Share Class. Any extension of the Initial Offer Period will be notified in advance to the Central Bank where required.

SUBSCRIPTION PROCEDURES

Existing and prospective Shareholders may place orders to purchase Shares of the Funds up to the Dealing Deadline on any Dealing Day. Orders received by the Funds or a Dealer prior to the Dealing Deadline on a Dealing Day will, if accepted, be dealt with at the subscription price calculated on that Dealing Day. Orders received by the Funds or a Dealer after the Dealing Deadline on a Dealing Day will, if accepted, be dealt with at the subscription price calculated on the next succeeding Dealing Day. Shares of the Funds may be purchased by subscribing for Shares directly with the Administrator, through Euroclear or through a Dealer. Certain Dealers may impose a deadline for receipt of orders that is earlier than the Dealing Deadline.

SUBSCRIPTION THROUGH A DEALER: Dealers who enter into agreements with the Distributors in relation to the Funds may make offers of Shares. Orders to subscribe for Shares made through an account maintained at a Dealer or bank intermediary of record generally are deemed received in proper form on the date and at the time on which the order is received by the Dealer, its agent or the bank intermediary of record (which shall not be later than the Dealing Deadline) on the relevant Dealing Day subject to final acceptance by the Administrator. Subscription orders received by a Dealer prior to the Dealing Deadline on a Dealing Day shall be dealt with at the subscription price calculated on such Dealing Day, provided that certain Dealers may impose a deadline for receipt of orders that is earlier than the Dealing Deadline. Orders received by a Dealer after the Dealing Deadline on a Dealing Day shall be dealt with at the subscription price calculated on the next succeeding Dealing Day.

Dealers in Europe who trade via platforms and who do not have a contractual arrangement with a Distributor or other contractual nexus to a Distributor are deemed through their dealing with the Company to have accepted the platform terms of business that are located at http://services.leggmason.com/globalmdl/documents/D18000/D18248-terms-of- business-platform-users.pdf, as may be amended from time to time. Such Dealers should check the website from time to time for the current terms of business that apply to them.

SUBSCRIPTIONS THROUGH THE FUND: Existing and prospective Shareholders may place orders to purchase Shares of the Funds directly with the Administrator. Initial applications may be made to the Administrator up to the Dealing Deadline on any Dealing Day in the relevant location by placing a purchase order by way of a properly completed application form to the Administrator. To facilitate prompt investment, an initial subscription may be processed upon receipt of a faxed instruction and Shares may be issued. However, the original application form must be received promptly. No redemption payment may be made from that holding until the original application form has been received by the Administrator and all of the necessary anti-money laundering checks have been completed.

Before subscribing for Shares an investor will be required to complete a declaration as to the investor’s tax residency or status in the form prescribed by the Revenue Commissioners.

Applications received by the Administrator prior to the Dealing Deadline on a Dealing Day will, if accepted, be dealt with at the subscription price calculated on that Dealing Day. Applications received by the Administrator after the

Dealing Deadline will, if accepted, be dealt with at the subscription price calculated on the next succeeding Dealing Day.

A Shareholder may purchase additional Shares of the Funds by submitting a subscription instruction by mail, fax or such other means as may be permitted by the Directors (where such means are in accordance with the requirements of the Central Bank). Such instructions shall contain such information as may be specified by time to time by the Directors or their delegate. Existing Shareholders who wish to subscribe by fax or other means should contact the Administrator or relevant Distributor for further details.

SUBSCRIPTIONS THROUGH EUROCLEAR: For investors wishing to hold Shares through Euroclear, settlement must be effected through Euroclear. Investors must ensure that they have cleared funds and/or credit arrangements in their Euroclear account sufficient to pay the full subscription monies on the Dealing Day on which they wish to subscribe for Shares.

Euroclear Bank, as operator of the Euroclear System (“Euroclear Operator”), holds securities on behalf of participants of the Euroclear System. Euroclear eligible securities are freely transferable in the Euroclear System. Therefore, the Euroclear Operator does not monitor any ownership or transfer restrictions on behalf of the Fund, but will provide the Administrator with the name and contact address of each person who purchases Shares.

Fractional Shares will not be issued for purchases which are settled through Euroclear.

Investors wishing to hold Shares through Euroclear may obtain the Euroclear Common Code for the Fund and settlement procedures by contacting the Administrator in Dublin via telephone at (353) 53 9149999 or via facsimile at (353) 53 9149710.

ORDER ACCEPTANCE: The Company and the Administrator reserve the right to reject in whole or in part any application for Shares or to request further details or evidence of identity from an applicant for, or transferee of, Shares. Where an application for Shares is rejected, the subscription monies shall be returned to the applicant without interest within fourteen days of the date of such application. Any charges incurred will be borne by the applicant.

The Company reserves the right to refuse any prospective investor or reject any purchase order for shares (including exchanges) for any reason or without reason, including but not limited to any order placed by or on behalf of an investor whom the Company or the Administrator determines to have engaged in a pattern of short-term or excessive trading in any of the Funds or other funds. Short-term or excessive trading into and out of a Fund may harm performance by disrupting portfolio management strategies and/or by increasing Fund expenses.

Each Shareholder must notify the Administrator in writing of any change in the information contained in the application form and furnish the Administrator or Dealer with whatever additional documents relating to such change as it may request.

Measures aimed at the prevention of money laundering may require an applicant to provide verification of identity to the Administrator. The Administrator will notify applicants if proof of identity is required. By way of example, an individual may be required to produce a copy of a passport or identification card duly certified by a public authority such as a notary public, the police or the ambassador in his country of residence, together with evidence of the applicant's address, such as a utility bill or bank statement. In the case of corporate applicants, this may require production of a certified copy of the certificate of incorporation (and any change of name), bye-laws, memorandum and articles of association (or equivalent), and the names and addresses of all directors and beneficial owners.

Shares will not be issued until the Administrator has received and is satisfied with all the information and documentation required to verify the identity of the applicant. This may result in shares being issued on a Dealing Day subsequent to the Dealing Day on which an applicant initially wished to have Shares issued to him.

It is further acknowledged that the Administrator shall be held harmless by the applicant against any loss arising as a result of a failure to process the subscription if such information as has been requested by the Administrator has not been provided by the applicant.

The Articles of Association provide that the Company may issue Shares at their NAV in exchange for securities which a Fund may acquire in accordance with its investment objectives and policies and may hold or sell, dispose of or otherwise convert such securities into cash. No Shares shall be issued until ownership of the securities has been transferred to the Company for the account of the relevant Fund. The value of the securities shall be determined by the Administrator on the relevant Dealing Day in accordance with the methodology outlined in the section entitled “Determination of Net Asset Value”.

DATA PROTECTION NOTICE: Prospective investors should note that by completing the application form they are providing personal information, which may constitute “personal data” within the meaning of the Data Protection Legislation.

The following indicates the purposes for which investors’ personal data may be used by the Company and the legal bases for such uses:

• to manage and administer the investor’s holding in the Company and any related accounts on an ongoing basis as required for the performance of the contract between the Company and the investor and to comply with legal and regulatory requirements;

• to carry out statistical analysis (including data profiling) and market research in the Company’s legitimate business interest;

• for any other specific purposes where the investor has given specific consent. Such consent may be subsequently withdrawn by the investor at any time, without affecting the lawfulness of processing based on consent before its withdrawal;

• to comply with legal and regulatory obligations applicable to the investor and/or the Company from time to time, including applicable anti-money laundering and counter terrorist legislation. In particular, in order to comply with the Common Reporting Standard (as implemented in Ireland by Section 891E, Section 891F and Section 891G of the Taxes Consolidation Act 1997 (as amended) and regulations made pursuant to those sections), Shareholders’ personal data (including financial information) may be shared with the Irish tax authorities and the Revenue Commissioners. They in turn may exchange information (including personal data and financial information) with foreign tax authorities (including foreign tax authorities located outside the European Economic Area). Please consult the AEOI (Automatic Exchange of Information) webpage on www.revenue.ie for further information in this regard; or

• for disclosure or transfer, whether in Ireland or countries outside Ireland, including without limitation the United States, which may not have the same data protection laws as Ireland, to third parties including financial advisers, regulatory bodies, auditors, technology providers or to the Company and its delegates and its or their duly appointed agents and any of their respective related, associated or affiliated companies for the purposes specified above as required for the performance of the contract between the Company and the investor or as needed in the Company’s legitimate business interests.

Investors’ personal data may be disclosed by the Company to its delegates and service providers (including the Manager, Investment Managers, Sub-Investment Managers, Distributors, Dealers, Shareholder Servicing Agents, the Administrator and the Depositary), its duly authorised agents and any of its respective related, associated or affiliated companies, professional advisors, regulatory bodies, auditors and technology providers for the same purpose(s).

Investors’ personal data may be transferred to countries which may not have the same or equivalent data protection laws as Ireland. If such transfer occurs, the Company will ensure that such processing of such personal data complies with Data Protection Legislation and, in particular, that appropriate measures are in place, such as entering into Model Contractual Clauses (as published by the European Commission) or ensuring that the recipient is Privacy Shield certified, if appropriate. If investors require more information on the means of transfer of their data or a copy of the relevant safeguards, please contact the Administrator, by email at legg.mason@bnymellon.com, or by phone at +353 53 91 49999.

Pursuant to the Data Protection Legislation, investors have several rights which they may exercise in respect of their personal data, namely:

• the right of access to personal data held by the Company;

• the right to amend and rectify any inaccuracies in the personal data held by the Company;

• the right to erase the personal data held by the Company;

• the right to data portability of the personal data held by the Company; and

• the right to request restriction of the processing of the personal data held by the Company. In addition, investors have the right to object to processing of personal data by the Company.

The above rights will be exercisable by investors subject to limitations as provided for in the Data Protection Legislation. Investors may make a request to the Company to exercise these rights by contacting the Administrator, by email at legg.mason@bnymellon.com, or by phone at +353 53 91 49999.

Please note that investors’ personal data will be retained by the Company for the duration of their investment and otherwise in accordance with the Company’s legal obligations including, but not limited to, the Company’s record retention policy.

The Company is a data controller within the meaning of the Data Protection Legislation and undertakes to hold any personal information provided by investors in confidence and in accordance with the Data Protection Legislation. Note that investors have the right to lodge a complaint with the Office of the Data Protection Commissioner if they believe that the processing of their data has been unlawful.

Additionally, by signing the application form, prospective investors acknowledge and accept that the Company and/or the Administrator, for purposes of FATCA compliance, may be required to disclose personal data relating to US Reportable Persons and, in certain cases, their Controlling US Persons and nonparticipating FFIs (as defined in FATCA) to the IRS.

CONTRACT NOTES AND CERTIFICATES

Following settlement, a contract note will be sent to the relevant Shareholder confirming ownership of the number of Shares issued to that Shareholder. Although authorised to do so under the Articles of Association, the Company does not propose to issue share certificates or bearer certificates.

The Administrator shall be responsible for maintaining the Company’s register of Shareholders in which all issues, conversion and transfers of Shares will be recorded. All Shares issued will be registered and the share register will be conclusive evidence of ownership. Shares may be issued in a single name or in up to four joint names. The register of Shareholders shall be open for inspection at the office of the Administrator during normal business hours.

On acceptance of their initial application, applicants will be allocated a shareholder number and this, together with the Shareholder’s personal details, will be proof of identity. This shareholder number should be used for all future dealings by the Shareholder.

Any changes to the Shareholder’s personal details or loss of shareholder number must be notified immediately to the Administrator in writing.

REDEMPTION PROCEDURES

Unless otherwise provided in the relevant Supplement, Shareholders may place orders to redeem Shares of the Funds up to the Dealing Deadline on each Dealing Day with the Administrator or with Dealers. Redemption orders received by the Administrator or a Dealer, as applicable, by the Dealing Deadline on a Dealing Day shall be dealt with at the applicable NAV per Share next determined by the Administrator on such Dealing Day. Redemption orders received by the Administrator or a Dealer, as applicable, after the Dealing Deadline on a Dealing Day shall be dealt with at the

applicable NAV per Share determined by the Administrator on the next succeeding Dealing Day. Certain Dealers may impose a deadline for receipt of orders that is earlier than the Dealing Deadline. The Company will be required to deduct tax on redemption monies at the applicable rate unless it has received from the Shareholder a declaration in the prescribed form confirming that the Shareholder is not an Irish Resident in respect of whom it is necessary to deduct tax.

Orders may be placed by fax or in writing and must include the following information:

(a) account number;

(b) shareholder name;

(c) redemption amount (base currency amount or shares);

(d) shareholder signature; and

(e) bank account details.

In the case of faxed redemption orders, no redemption proceeds will be paid until the original application form has been received from the investor and all of the necessary anti-money laundering checks have been completed. Notwithstanding the foregoing, redemption proceeds may be paid prior to the receipt of the original on the receipt of faxed instructions only where such payment is made into the account of record specified in the original application form submitted. Any amendments to a Shareholder’s registration details and payment instructions can only be effected upon receipt of original documents.

Shareholders may redeem all or part of their shareholding, provided that if the request would reduce a shareholding below the minimum initial investment outlined above, such request may be treated as a request to redeem the entire shareholding unless the Company or the Administrator otherwise determines. Redemption orders received by the Administrator prior to the Dealing Deadline on a Dealing Day will, if accepted, be dealt with at the redemption price calculated on that Dealing Day.

The Company, with the sanction of an ordinary resolution of the Shareholders, may transfer assets of the Company to a Shareholder in satisfaction of the redemption monies payable on the redemption of Shares, provided that, in the case of any redemption request in respect of Shares representing 5% or less of the share capital of the Company or a Fund or with the consent of the Shareholder making such redemption request, assets may be transferred without the sanction of an ordinary resolution provided that such distribution is not prejudicial to the interests of the remaining Shareholders. The allocation of such assets shall be subject to the approval of the Depositary. At the request of the Shareholder making such redemption request, such assets may be sold by the Company and the proceeds of sale shall be transmitted to the Shareholder.

If redemption requests on any Dealing Day exceed 10% of the Shares in issue in respect of any Fund, the Company may elect to restrict the total number of Shares redeemed on that Dealing Day to 10% of the outstanding Shares of the Fund, in which case all the relevant redemption requests shall be scaled down pro rata. The Company shall defer the excess redemption requests, and shall treat the deferred requests as if they were received for each subsequent Dealing Day (in relation to which the Company has the same power of deferral at the then prevailing limit) until all the Shares to which the original request related have been redeemed. In such cases, the Company may reduce requests pro rata on the next and following Dealing Days so as to give effect to the above limitation.

CONTINGENT DEFERRED SALES CHARGES

Class B Shares

A contingent deferred sales charge (“CDSC”) may be imposed on a redemption proceeds paid to a Shareholder that redeems Class B Shares within the first five years after the Shareholder’s purchase of such Class B Shares, if the redemption causes the NAV of the redeeming Shareholder’s Class B Share account for the Fund to fall below the amount of all the Shareholder’s payments for the purchases of Class B Shares (“Purchase Payments”) of such Fund made during the five years immediately preceding such redemption request. The amount of the CDSC that will be imposed on redemption on Class B Shares will depend upon the number of years since the Shareholder made the Purchase Payment from which an amount is being redeemed. The table and footnote3 below shows the rates of the CDSC applicable with respect to a redemption of Class B Shares:

3 With regard to the Shareholders who received their Shares as a result of their ownership of units in certain non-Irish funds managed by affiliates of the Investment Managers (the “Underlying Shares”), the period of ownership for the purposes of calculating the CDSC payable, if any, upon a redemption of such Shares, shall be deemed to commence on the date the Shareholder acquired the Underlying Shares.

The CDSC on Class B Shares is calculated by multiplying the applicable CDSC percentage rate by the lower of the NAV of the Class B Shares at the time of purchase or at the time of redemption. Thus, a CDSC will not be imposed on appreciation in the NAV of Class B Shares above the Purchase Payments made during the five years immediately preceding the redemption request. Furthermore, a CDSC will not be imposed on purchases made through dividend reinvestments. For the purposes of calculating the CDSC, the Purchase Payment from which the redemption is made is assumed to be the earliest Purchase Payment from which a full redemption has not already been made.

Eight years after the date of settlement of the purchase of Class B Shares, such Class B Shares will convert automatically to Class A Shares based on the relative NAV per Share of each Share Class. Each such conversion will be to the corresponding Share Class – for example, Class B US$ Distributing (D) Shares will convert to Class A US$ Distributing (D) Shares. In addition, a certain percentage of Class B Shares that have been acquired by Shareholders through the reinvestment of dividends and distributions (“Class B Dividend Shares”), will also be converted into Class A Shares on the same date. That percentage will be equal to the ratio of the total number of Class B Shares in the relevant Fund being converted at that time to the total number of outstanding Class B Shares (other than Class B Dividend Shares) held by the relevant Shareholder.

Please see “Exchanges of Shares” below for details of the calculation of the CDSC on exchanged Shares that are subsequently redeemed.

Class C Shares

A CDSC may also be imposed on redemption proceeds payable to a Shareholder that redeems Class C Shares of a Fund within the first year after the redeeming Shareholder’s purchase of such Class C Shares, if such redemption causes the NAV of the redeeming Shareholder’s Class C Share account for the Fund to fall below the amount of the Shareholder’s Purchase Payments made during one year immediately preceding such redemption request.

The table below shows the rates of the CDSC applicable with respect to a redemption of Class C Shares:

The CDSC on Class C Shares is calculated by multiplying the applicable CDSC percentage rate by the lower of the NAV of the Class C Shares at the time of purchase or at the time of redemption. Thus, a CDSC will not be imposed on appreciation in the NAV of Class C Shares above the Purchase Payments made during the first year immediately preceding the redemption request. Furthermore, a CDSC will not be imposed on purchases made through dividend reinvestments. For the purposes of calculating the CDSC, the Purchase Payment from which the redemption is made is assumed to be the earliest Purchase Payment from which a full redemption has not already been made.

Please see “Exchanges of Shares” below for details of the calculation of the CDSC on exchanged Shares that are subsequently redeemed.

Class B (G) US$ Distributing (D), Class B (G) US$ Distributing (A), and Class B (G) US$ Accumulating Shares

For purposes of this section, references to Class B (G) Shares apply equally to Class B (G) US$ Distributing (D), Class B (G) US$ Distributing (A) and Class B (G) US$ Accumulating Shares. A CDSC payable to a Distributor or a Dealer may be imposed on any redemption of Class B (G) Shares depending on the length of time since the issuance to the relevant Shareholder of the units of the Affiliated Funds that were effectively exchanged for the Class B (G) Shares being redeemed (the “Affiliated Fund Units”). The amount of CDSC payable in respect of the Legg Mason Western Asset Short Duration High Income Bond Fund, Legg Mason Western Asset Emerging Markets Total Return Bond Fund, Legg Mason Western Asset Global High Yield Fund, Legg Mason Western Asset Global Inflation Management Fund, Legg Mason Western Asset US Short-Term Government Fund, Legg Mason Western Asset US Adjustable Rate Fund and Legg Mason Western Asset US Core Plus Bond Fund is calculated as shown in the following table. For purposes of calculating the CDSC payable, the period of ownership shall be deemed to have commenced on the date that the Class B (G) Shareholder purchased the units of the Affiliated Funds that were effectively exchanged for the Class B (G) Shares being redeemed (the “Affiliated Fund Units”), unless the Class B (G) Shareholder acquired the Affiliated Fund Units through an exchange, in which case the period of ownership shall be deemed to have commenced on the date of purchase of the units that were subsequently exchanged (through one or more exchanges) for the Affiliated Fund Units.

The amount of CDSC payable in respect of the Legg Mason Batterymarch International Large Cap Fund, Legg Mason ClearBridge US Appreciation Fund, Legg Mason ClearBridge US Large Cap Growth Fund, Legg Mason ClearBridge US Aggressive Growth Fund, Legg Mason QS MV European Equity Growth and Income Fund, Legg Mason ClearBridge Global Equity Fund and Legg Mason Royce US Smaller Companies Fund is calculated as shown in the following table. For purposes of calculating the CDSC payable, the period of ownership shall be deemed to have commenced on the date that the Class B (G) Shareholder purchased the Affiliated Fund Units, unless the Class B (G) Shareholder acquired the Affiliated Fund Units through an exchange, in which case the period of ownership shall be deemed to have commenced on the date of purchase of the units that were subsequently exchanged (through one or more exchanges) for the Affiliated Fund Units.

The CDSC will be calculated on the amount equal to the lesser of the NAV of the relevant Class B (G) Shares at the date of redemption or the original cost of the Affiliated Fund Units. Accordingly, no CDSC will be imposed on increases in the NAV of such Class B (G) Shares above the original subscription price of the Affiliated Fund Units. In determining whether a CDSC is applicable to a redemption of Shares, the calculation will be determined in the manner that results in the lowest possible CDSC rate being charged. Therefore, it will be assumed that the redemption is made first from increases in the NAV of such Class B (G) Shares above the subscription price of the Affiliated Fund

Units; next from Class B (G) Shares representing the reinvestment of dividends and capital gains (whether into Affiliated Fund Units or Class B (G) Shares); next from Class B (G) Shares for which the date of issuance of the Class B (G) Shares, or of the Affiliated Fund Units, occurred over five years prior to the redemption; next from Class B (G) Shares for which the Affiliated Fund Units were in issue the longest during the preceding five-year period; and finally from Class B (G) Shares in issue for the longest during the preceding five-year period. In addition, a Class B (G) Shareholder who has redeemed Shares subject to a CDSC may reinvest, under certain circumstances, all or part of the redemption proceeds within 30 days and receive a proportional credit for any CDSC imposed.

Exceptions. The CDSC does not apply to exchanges between Funds. Please see “Exchanges of Shares” below for details of the calculation of the CDSC on exchanged Shares that are subsequently redeemed. Furthermore, no CDSC will be imposed on a redemption of Class B (G) Shares that represent:

(i) an increase in the NAV above the aggregate value of payments made by the Shareholder for the purchase of Class B (G) Shares, and the purchase of the Affiliated Fund Units, during the preceding five years;

(ii) purchases by the relevant Shareholder through dividend reinvestment or capital gains distributions; and

(iii) purchases by the relevant Shareholder (whether of the Class B (G) Shares or the Affiliated Fund Units) more than five years prior the redemption.

Eight years after the date of settlement of the purchase by Class B (G) Shareholder of the Affiliated Fund Units, the Shareholder’s Class B (G) Shares shall convert automatically to Class A (G) Shares based on the relative NAV per Share of each Class of Shares. Class B (G) US$ Distributing (D) Shares shall convert to Class A (G) US$ Distributing

(D) Shares, Class B (G) US$ Distributing (A) shall convert to Class A (G) US$ Distributing (A) Shares, and Class B

(G) US$ Accumulating Shares shall convert to Class A (G) US$ Accumulating Shares. In addition, a certain percentage of Class B (G) Shares that have been acquired, or whose Affiliated Fund Units have been acquired, through the reinvestment of dividends and distributions (“Class B (G) Dividend Shares”), will also be converted into Class A

(G) Shares on the same date. That percentage will be equal to the ratio of the total number of Class B (G) Shares in the relevant Fund being converted at the time to the total number of outstanding Class B (G) Shares (other than Class B (G) Dividend Shares) held by the relevant Shareholder.

Class L (G) US$ Distributing (D), Class L (G) US$ Distributing (A) and Class L (G) US$ Accumulating Shares

Class L (G) US$ Distributing (D), Class L (G) US$ Distributing (A) and Class L (G) US$ Accumulating Shares may be subject to a CDSC of 1.00%, which will be imposed on redemptions made within twelve months of purchase of the Affiliated Fund Units. The provisions regarding the description and computation of, exceptions to, and waivers of a CDSC described above with regard to Class B (G) Shares apply similarly to Class L (G) US$ Distributing (D), Class L (G) US$ Distributing (A) and Class L (G) US$ Accumulating Shares save that references to the period of “five years” should be replaced with references to “twelve months.” No CDSC is imposed upon redemptions of Class L (G) US$ Distributing (D) or Class L (G) US$ Accumulating Shares of the Legg Mason Western Asset US Government Liquidity Fund.

Waivers of CDSCs

The Manager and each Distributor or relevant Dealer is authorised, but not obliged, to waive the payment of a CDSC on redemptions of Shares of any Share Class upon the death or disability of a Shareholder.

The Manager and each Distributor reserves the right to waive the CDSC under other circumstances as it deems appropriate.

MANDATORY REDEMPTION OF SHARES AND FORFEITURE OF DIVIDEND

If a redemption by a Shareholder causes that Shareholder’s holding in the Company to fall below the currency equivalent of the initial minimum subscription amount for the relevant Share Class of a Fund, the Company may redeem the whole of that Shareholder’s holding in such Share Class. Before doing so, the Company shall notify the

Shareholder in writing and allow the Shareholder thirty days to purchase additional Shares to meet the minimum requirement. The Company reserves the right to vary this mandatory redemption amount.

Shareholders are required to notify the Administrator immediately if they become US Persons. Shareholders who become US Persons will be required to dispose of their Shares to non-US Persons on the next Dealing Day thereafter unless the Shares are held pursuant to an exemption which would allow them to hold the Shares and provided that such holding would not have adverse tax consequences for the Company. The Company reserves the right to redeem or require the transfer of any Shares which are or become owned, directly or indirectly, by a US Person or other person if the holding of the Shares by such other person is unlawful or, in the opinion of the Directors, the holding might result in the Company or the Shareholders incurring any liability to taxation or suffering pecuniary or material administrative disadvantage which the Company or the Shareholders might not otherwise suffer or incur.

The Articles of Association provides that any unclaimed dividends shall be forfeited automatically after six years from the date on which it first became payable and on forfeiture will form part of the assets of the Company.

TRANSFERS OF SHARES

All transfers of Shares shall be effected by transfer in writing in any usual or common form and every form of transfer shall state the full name and address of the transferor and the transferee. The instrument of transfer of a Share shall be signed by or on behalf of the transferor. The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the share register in respect thereof. The Directors may decline to register any transfer of Shares if in consequence of such transfer the transferor or transferee would hold less than the minimum initial investment outlined above or would otherwise infringe the restrictions on holding Shares outlined above. The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty days in any year. The Directors may decline to register any transfer of Shares unless the instrument of transfer is deposited at the registered office of the Company or at such other place as the Directors may reasonably require together with such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferee will be required to complete an application form which includes a declaration that the proposed transferee is not a US Person. The Company will be required to account for tax on the value of the Shares transferred at the applicable rate unless it has received from the transferor a declaration in the prescribed form confirming that the Shareholder is not an Irish Resident in respect of whom it is necessary to deduct tax. The Company reserves the right to redeem such number of Shares held by a transferor as may be necessary to discharge the tax liability arising. The Company reserves the right to refuse to register a transfer of Shares until it receives a declaration as to the transferee’s residency or status in the form prescribed by the Revenue Commissioners.

EXCHANGES OF SHARES

Limitations on Exchanges of Non-Grandfathered Share Classes

This paragraph applies only to exchanges of Shares between non-Grandfathered Shares Classes. Subject to certain conditions described below, a Shareholder may exchange Shares of a certain Share Class of a Fund into another Share Class of the same Fund or another Fund on giving notice to the Administrator in such form as the Administrator may require, provided that the two Share Classes share the same letter designation and that the shareholding satisfies the minimum investment criteria. For example, Shareholders holding Class A Shares may exchange such Shares only for Class A Shares of a different type (such as Class A Shares having a different currency or distribution frequency) of the same or another Fund. Shares of Share Classes with “(PF)” in the name may only be exchanged for Shares of Share Classes that also have “(PF)” in the name, and Shares of Share Classes without “(PF)” in the name may only be exchanged for Shares of Share Classes that also do not have “(PF)” in the name.

The period of ownership for purposes of calculating the CDSC payable on Class B or Class C Shares of another fund, if any, upon a redemption, shall be deemed to commence on the date the Shareholder acquired the Class B or Class C Shares in the initial Fund before the exchange.

Shareholders holding Shares of a non-Grandfathered Share Class may not exchange such Shares for Shares in a Grandfathered Share Class, whether in the same or a different fund.

Shareholders may also exchange Shares of a Fund (the “Original Fund”) for Shares of another Fund (the “Acquired Fund”) with the same or a different Dealing Deadline. Where the Funds have different Dealing Deadlines, if an exchange order is received prior to the Dealing Deadline for the Original Fund and the Dealing Deadline for the Acquired Fund for the relevant Dealing Day, then the exchange will be processed on that Dealing Day. If, however, the exchange order is received after the Dealing Deadline for the Original Fund and/or the Acquired Fund for the relevant Dealing Day, then the exchange order will be processed on the next day that is a Dealing Day for both the Original Fund and the Acquired Fund, and will be processed at the NAV on such subsequent Dealing Day.

Notwithstanding the above, the Distributors may permit, in their discretion, exchanges from one Share Class into another Share Class with a different letter designation. Prior approval of the Company is required prior to any exchange of Shares where either Share Class involved is denominated in BRL.

Limitations on Exchanges of Grandfathered Share Classes

Shareholders holding Shares of a Grandfathered Share Class may exchange such Shares for those of another Grandfathered or non-Grandfathered Share Class, either of the same Fund or another fund, on giving notice to the Administrator in such form as the Administrator may require, provided that the two Share Classes share the same letter designation and that the shareholding satisfies the minimum investment criteria. For example, Class B (G) US$ Distributing (D) Shares of one Fund may be exchanged for Class B (G) US$ Distributing (D) Shares or Class B (G) US$ Accumulating Shares of the same or another fund, and Class GA US$ Accumulating Shares may be exchanged for Class GA Euro Accumulating or Class A US$ Distributing (A) Shares of the same or another fund, but not for Class GE Euro Accumulating Shares of the same or another fund. For purposes of these limitations, Class L (G) Shares and Class C Shares shall be considered to share the same letter designation.

Automatic Conversions of Class B (G) US$ Distributing (D), Class B (G) US$ Distributing (A) and Class B (G) US$ Accumulating Shares

For each Fund offering Class B (G) US$ Distributing (D), Class B (G) US$ Distributing (A) and/or Class B (G) US$ Accumulating Shares, each such Share Class is comprised solely of former unitholders of Affiliated Funds, who received such Shares in exchange for their units of the Affiliated Fund (as defined previously, the “Affiliated Fund Units”). For each such Shareholder, eight years after the date of purchase of the Affiliated Fund Units, the Shareholder’s Class B (G) Shares shall convert automatically to Class A (G) Shares of the relevant Fund – Class B

(G) US$ Distributing (D) Shares shall convert to Class A (G) US$ Distributing (D) Shares, Class B (G) US$ Distributing (A) Shares shall convert to Class A (G) US$ Distributing (A) Shares, and Class B (G) US$ Accumulating Shares shall convert to Class A (G) US$ Accumulating Shares. In addition, a certain percentage of Class B (G) Shares that have been acquired by Shareholders through the reinvestment of dividends and distributions (“Class B Dividend Shares”) will also be converted into Class A (G) Shares on the same date. That percentage will be equal to the ratio of the total number of Class B (G) Shares in the relevant Fund being converted at that time to the total number of outstanding Class B (G) Shares (other than Class B (G) Dividend Shares) held by the relevant Shareholder.

Exchange Procedures

Orders to exchange Shares of one Fund into Shares of another fund or Shares of a different Share Class of the same Fund that are received by the Administrator or a Dealer by the Dealing Deadline on a Dealing Day will be dealt with on such Dealing Day in accordance with the following formula:

where:

NS=

AxBxC E

NS = the number of Shares which will be issued in the new fund; A = the number of the Shares to be converted;

B = the redemption price of the Shares to be converted;

C = the currency conversion factor, if any, as determined by the Directors; and

E = the issue price of Shares in the new fund on the relevant Dealing Day.

Certain Dealers may impose a deadline for orders that is earlier than the Dealing Deadline. Orders to exchange Shares received by the Administrator or an authorised Dealer after the Dealing Deadline shall be dealt with on the next succeeding Dealing Day in accordance with the above formula. If NS is not an integral number of Shares the Directors reserve the right to issue fractional Shares in the new fund or to return the surplus arising to the Shareholder seeking to convert the Shares. It is not the intention of the Directors to charge a switching fee for the exchange of Shares of one Fund for Shares of another fund or for Shares of a different Share Class of the same Fund. Certain Dealers, however, may charge a switching fee – please ask your Dealer whether it charges a switching fee.

CDSC Applicability

Following an exchange of Shares of the “Original Fund” for Shares of another fund, the Shares acquired shall be subject to the CDSC schedule of the Original Fund. In the event of any exchange by the Shareholder subsequent to the first exchange, the CDSC schedule applicable to the initial Fund for which the Shareholder subscribed shall remain applicable to its investment in such other fund.

UMBRELLA CASH ACCOUNTS

Cash accounts arrangements have been put in place in respect of the Company and the Funds as a consequence of the introduction of new requirements relating to the subscription and/or redemption collection accounts pursuant to the Investor Money Regulations 2015. The following is a description of how such cash accounts arrangements operate. These cash accounts are not subject to the protections of the Investor Money Regulations and instead are subject to the guidance issued by the Central Bank from time to time in relation to umbrella cash accounts.

Subscription monies received from, and redemption monies due to, investors in the Funds and dividend monies due to Shareholders (together, “Investor Monies”) will be held in a single Umbrella Cash Account in respect of a particular currency. The assets in the Umbrella Cash Account are assets of the Company (for the relevant Fund).

If subscription monies are received by a Fund in advance of the issue of Shares (which occurs on the relevant Dealing Day), then such monies will be held in the Umbrella Cash Account and will be treated as an asset of the relevant Fund. The subscribing investors will be unsecured creditors of the relevant Fund with respect to their subscription monies until the Shares are issued to them on the relevant Dealing Day. The subscribing investors will be exposed to the credit risk of the institution at which the Umbrella Cash Account has been opened. Such investors will not benefit from any appreciation in the NAV of the Fund or any other Shareholder rights in respect of the subscription monies (including dividend entitlements) until the Shares are issued on the relevant Dealing Day.

Redeeming investors will cease to be Shareholders of the redeemed Shares from the relevant Dealing Day. Redemption and dividend payments will, pending payment to the relevant investors, be held in the Umbrella Cash Account. Redeeming investors and investors entitled to dividend payments held in the Umbrella Cash Account will be unsecured creditors of the relevant Fund with respect to those monies. Where the redemption and dividend payments cannot be transferred to the relevant investors, for example, where the investors have failed to supply such information as is required to allow the Company to comply with its obligations under applicable anti-money laundering and counter terrorist legislation, the redemption and dividend payments will be retained in the Umbrella Cash Account, and investors should address the outstanding issues promptly. Redeeming investors will not benefit from any appreciation in the NAV of the Fund or any other Shareholder rights (including, without limitation, the entitlement to future dividends) in respect of such amounts.

For information on the risks associated with Umbrella Cash Accounts, see “Risks Associated with Umbrella Cash Accounts” in the “Risk Factors” section herein.

PUBLICATION OF THE PRICE OF THE SHARES

Except where the determination of the NAV for a Fund has been suspended, in the circumstances described below, the NAV per Share of each Share Class of each Fund shall be made available at the registered office of the Administrator on each Dealing Day and shall be published no later than the second Business Day immediately succeeding each Dealing Day. In addition, the NAV per Share in respect of each Dealing Day shall be published on

the following website: http://www.leggmason.co.uk/dailyprices. Such published information shall relate to the NAV per Share for the Dealing Day and is published for informational purposes only. It is not an invitation to subscribe for, redeem or convert Shares at that NAV. The Company may accept subscriptions for the Funds in freely convertible currencies other than the Base Currency of the Funds, including, but not limited to, Pounds Sterling, Euro or US Dollars.

SETTLEMENT PROCEDURES

Unless otherwise agreed with the Administrator, settlement for subscriptions for Shares of each Fund made by direct application by an investor to the Administrator or through a Dealer is due in immediately cleared funds due within the period of time set out in the relevant Supplement. Payment is usually made in currency of the relevant Share Class (other than for BRL denominated Share Classes where settlement and dealing will normally be in US$) by telegraphic transfer (quoting the subscription reference number, applicant's name and shareholder number, if available) as per the instructions provided on the Application Form. There will be no interest payable to Shareholders who make payment for subscriptions for Shares earlier than the deadline for such payment.

Investors are requested to instruct their bankers to advise the Administrator of the remittance of funds, such advice to include the subscription reference number, applicant’s name, Shareholder number (if available) and the Fund for identification purposes. Failure to do so will cause delay in the processing of the transaction onto the register.

Settlement for redemptions will normally be made by telegraphic transfer to the bank account of the Shareholder as specified in the application form (at the Shareholder’s risk) or as otherwise agreed in writing. Settlement for redemptions of Shares for each Fund will normally be made within the period of time set out in the relevant Supplement. The Directors in their sole discretion may delay remittance of redemption proceeds for up to fourteen days after the Dealing Day on which the redemption request is effective. The cost of such settlement by telegraphic transfer may be passed on to the Shareholder.

TEMPORARY SUSPENSION OF VALUATION OF THE SHARES AND SALES AND REDEMPTIONS

Unless otherwise provided in the relevant Supplement, the Company may temporarily suspend the determination of the NAV and the sale or redemption of Shares in any Fund during:

(i) any period (other than ordinary holiday or customary weekend closings) when any market is closed which is the main market for a significant part of the Fund’s investments, or when trading thereon is restricted or suspended;

(ii) any period when any emergency exists as a result of which disposal by the Company of investments which constitute a substantial portion of the assets of the Fund is not practically feasible;

(iii) any period when for any reason the prices of any investments of the Fund cannot be reasonably, promptly or accurately ascertained by the Fund;

(iv) any period when remittance of monies which will, or may be, involved in the realisation of, or in the payment for, investments of the Fund cannot, in the opinion of the Directors, be carried out at normal rates of exchange; or

(v) any period when proceeds of the sale or redemption of the Shares cannot be transmitted to or from the Fund’s account.

Any such suspension shall be published by the Company in such manner as it may deem appropriate to the persons likely to be affected thereby if, in the opinion of the Company, such suspension is likely to continue for a period exceeding fourteen days and any such suspension shall be notified immediately to the Central Bank and in any event within the same Business Day. Where practicable, the Company shall take all reasonable steps to bring such suspension to an end as soon as possible. The Company may elect to treat the first Business Day on which the conditions giving rise to the suspension have ceased as a substitute Dealing Day.

MANAGEMENT AND ADMINISTRATION

THE BOARD OF DIRECTORS

The Board of Directors is responsible for managing the business affairs of the Company in accordance with the Constitution. The Directors have delegated certain functions to the Manager, the Investment Managers, the Administrator and other parties, which may perform such delegated functions under the supervision and direction of the Directors.

The Directors and their principal occupations are set forth below. None of the Directors is an executive director. The address of the Directors is the registered office of the Company.

JOSEPH CARRIER (US) is the Chief Risk Officer and Chief Audit Executive for Legg Mason. Prior to joining Legg Mason, he was Vice President and Division Head of Investment Operations at T. Rowe Price and Treasurer and Principal Financial Officer of the T. Rowe Price Mutual Funds. Before joining T. Rowe Price, he served as the Industry Chairman for Coopers & Lybrand’s Investment Management practice in the United States. He has also served as Assistant Chief Accountant in the Division of Investment Management with the SEC. Mr. Carrier is the Chairman of the Investment Company Institute’s Risk Management Committee, a former member of the Investment Companies Expert Panel of the AICPA, and the immediate past chair of the Accounting\Treasurer’s Committee of the Investment Company Institute. He was also a member of the AICPA’s Investment Companies Committee from 1994-1997 and a contributing author to the Audit and Accounting Guide for Investment Companies.

BRIAN COLLINS (Irish) joined Bank of Ireland (Corporate Banking) in 1972 where he held various management positions. From 1986 to 1992, Mr. Collins served as General Manager and Managing Director of Bank of Ireland’s Hong Kong business and was primarily engaged in Treasury, Corporate and Trade Finance before his appointment as Managing Director of Bank of Ireland International Finance in 1992 where he served until 1996. From 1996 until July 2004, Mr. Collins served as Managing Director of Bank of Ireland Securities Services where he had responsibility for client assets in excess of €120 billion and was a member of the Bank of Ireland Group Operating Risk Committee. Since that date Mr. Collins has served as an independent director for a number of Irish collective investment schemes. Mr. Collins was formerly Chairman of the Dublin Funds Industry Association and Chairman of Taoiseach’s Fund Industry Committee.

FIONNUALA DORIS (Irish) is a lecturer in the Department of Economics, Finance and Accounting in Maynooth University, Ireland. She lectures in Audit & Assurance and Management Accounting at undergraduate and postgraduate level. Ms. Doris also undertakes research in the area of Auditing Practices and supervises postgraduate students in their research. Prior to joining Maynooth University, Ms. Doris was Financial Controller and Company Secretary of Temple Bar Properties Ltd, Dublin from 1999 to 2001. She trained with PricewaterhouseCoopers, Dublin from 1993 to 1996 and worked as an Audit Manager in their Asset Management group until 1999 where she specialised in the audit of UCITS funds. Ms. Doris holds a BA in Economics from University College Dublin (1992), a Postgraduate Diploma in Accounting from Dublin City University (1993) and is a Fellow of the Institute of Chartered Accountants in Ireland.

JOSEPH KEANE (Irish) provides consultancy services to the mutual and hedge fund industry and acts as an independent director to fund companies. From March 2004 through April 2007, he was Chief Financial Officer of the Vega Hedge Fund Group. In 2002, he founded CFO.IE, and he acted as its Chief Executive Officer through February 2004. He was Head of Operations for SEI Investments, Global Fund Services from 2000 to 2002 and prior to that Managing Director of ABN AMRO Trust Company (Cayman) in the Cayman Islands from 1995 to 2000. He is a Fellow of the Institute of Chartered Accountants in Ireland. Mr. Keane has thirty years’ experience in investment funds’ management and administration, banking and public accounting.

JOSEPH LAROCQUE (US) is Managing Director, Affiliate Strategic Initiatives at Legg Mason, which he joined in 2001. He also serves as a director of a number of Legg Mason’s international entities and non-US mutual funds. He is a certified public accountant and from 1991 to 2001 was employed by PricewaterhouseCoopers in several capacities, most recently as a Senior Manager in their global financial services practice.

JANE TRUST (US) is a Senior Managing Director at Legg Mason. She acts as the Trustee, President and Chief Executive Officer of Legg Mason-sponsored funds domiciled in the US. She has worked at various roles in the Legg Mason Group for over 25 years, including senior investment roles within Legg Mason Capital Management (“LMCM”) and Legg Mason Investment Counsel (“LMIC”). Ms. Trust was an Institutional Portfolio Manager for LMCM, managing accounts on behalf of sovereign wealth funds, pension plans, public funds and mutual funds. At LMIC, Ms. Trust was Head of Investments, supervising a team of equity and fixed income portfolio managers and overseeing the firm’s trading desk. She is a CFA® charterholder.

The Company Secretary is Bradwell Limited having its registered office at Ten Earlsfort Terrace, Dublin 2, Ireland.

The Articles of Association do not stipulate a retirement age for Directors and do not provide for the retirement and re-election of Directors each year. The Articles of Association provide that a Director may be a party to any transaction or arrangement with the Company or in which the Company is interested provided that he has disclosed to the Directors the nature and extent of any material interest which he may have. A Director may vote in respect of any proposal concerning any other company in which he is interested, directly or indirectly, whether as an officer or shareholder or otherwise, provided that he is not the holder of 5% or more of the issued shares of any class of such company or of the voting rights available to members of such company. A Director may also vote in respect of any proposal concerning an offer of shares in which he is interested as a participant in an underwriting or sub-underwriting arrangement and may also vote in respect of the giving of any security, guarantee or indemnity in respect of money lent by the Director to the Company or in respect of the giving of any security, guarantee or indemnity to a third party in respect of a debt obligation of the Company for which the Director has assumed responsibility in whole or in part.

The Articles of Association provide that the Directors may exercise all the powers of the Company to borrow money or to charge its undertaking, property or any part thereof and may delegate these powers to the Investment Managers.

THE MANAGER

The Company, pursuant to the Management Agreement, has appointed Legg Mason Investments (Ireland) Limited (the “Manager”) to manage the Company. The Manager is organised under the laws of Ireland and authorised and regulated by the Central Bank of Ireland. It is a wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”). Legg Mason is a global asset management firm providing asset management services through its subsidiaries (collectively, the “Legg Mason Group”). The Legg Mason Group collectively had approximately US$727.2 billion in assets under management as of 31 December 2018.

The directors of the Manager who are not directors of the Company and their principal occupations are set forth below. Biographies of the directors of the Manager who are also Directors of the Company are set out above under “The Board of Directors”.

PENELOPE KYLE (Irish) is Head of Office and Chief Investment Officer for the Manager. Ms. Kyle has over 20 years’ experience as a North American and Global equity portfolio manager for both UCITS funds and institutional segregated accounts. She joined Legg Mason in 2012 as Head of North America at Martin Currie. Previously, Ms. Kyle was at the Kuwait Investment Office, the sovereign wealth fund for the State of Kuwait. Prior to joining the Kuwait Investment Office, Ms. Kyle was Head of North America at Aviva Investors and a Global Equity Portfolio Manager at American Express Asset Management. She started her career at Govett Asset Management in 1993.

The company secretary of the Manager is Bradwell Limited having its registered office at Ten Earlsfort Terrace, Dublin 2.

The Management Agreement provides that the Manager shall be responsible for investment management, administration and distribution. The Manager will not be liable for any loss suffered by the Company or a Shareholder except a loss resulting from negligence, willful misfeasance, bad faith or reckless disregard on the part of LMI Europe or any of its employees in the performance of its duties and obligations. The Manager will not be liable to the Company for losses arising from (i) the instructions or information provided by the Company, Depositary or any other agent of the Company to the Manager, or (ii) the acts or omissions of any other person that was not appointed as a delegate by the Manager. The Company agrees to indemnify the Manager and keep it indemnified from and against all liability, loss, damage or cost arising from the breach of the Management Agreement by the Company, except in the case of

negligence, willful misfeasance, bad faith or reckless disregard by the Manager of its duties. The appointment of the Manager shall continue in full force and effect unless and until terminated at any time by either party giving 90 days’ written notice to the other party. Either party shall be entitled to terminate the Management Agreement immediately in the event of the insolvency of the other party, the inability of the other party to perform its obligations under applicable law, the material breach by the other party of the Management Agreement not cured within 30 days.

THE INVESTMENT MANAGERS AND SUB-INVESTMENT MANAGERS

The Company, under the Management Agreement, authorises the Manager at its own costs and expenses to engage one or more investment managers to act as investment manager to the Funds, provided the appointments of such investment managers are in accordance with the requirements of the Central Bank Rules. Under the terms of the Management Agreement, the Manager, in such instances, shall remain responsible to the Company and the Funds for the performance of its obligations under the Management Agreement. The Manager, pursuant to its Management Agreement with the Company and in accordance with the requirements of the Central Bank, has appointed, and may appoint in the future, affiliated companies as investment managers to manage the Funds, including the investment managers identified below. Disclosure of any investment managers, other than those identified below, appointed by the Manager will be provided to Shareholders upon request and details thereof will be disclosed in the periodic reports to Shareholders. Under the Investment Management Agreements, each of the following investment managers is authorised at its own costs and expenses to engage one or more sub-investment managers or advisers for the purposes of assisting it with carrying out its duties and responsibilities as investment managers, provided that the appointment of such other sub-investment managers is in accordance with the requirements of the Central Bank Rules. Under the terms of the Investment Management Agreements, the Investment Managers, in such instances, shall remain responsible to the Manager for the performance of their obligations under such agreements. Disclosure of any sub- investment managers/advisers appointed by the Investment Managers (and not otherwise disclosed below) will be provided to Shareholders upon request and details thereof will be disclosed in the periodic reports to Shareholders.

WESTERN ASSET MANAGEMENT COMPANY LIMITED: The Manager, pursuant to an Investment Management Agreement dated 22 March 2019, has appointed Western Asset Management Company Limited (“Western Asset UK”) to serve as Investment Manager of certain Funds as detailed under the “Investment Manager” section in the relevant Supplement. Western Asset UK is an indirect wholly-owned subsidiary of Legg Mason, and is organised under the laws of England and Wales. Western Asset UK is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”) and is authorised and regulated by the Financial Conduct Authority of the United Kingdom. Western Asset UK specialises in providing investment advice in investing in fixed income investments. It currently serves as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds, as well as to individual investors. Collectively, Western Asset (including Western Asset Management Company, Western Asset Management Company Limited, Western Asset Management Company Pte. Ltd., Western Asset Management Company Distribuidora de Titulos e Valores Mobiliários Limitada and other Western Asset entities) had total assets under management of approximately US$416.6 billion as of 30 September 2018.

WESTERN ASSET MANAGEMENT COMPANY, LLC: Western Asset UK, pursuant to a Sub-Investment Management Agreement dated 22 March 2019, has appointed Western Asset Management Company, LLC to serve as a Sub-Investment Manager of certain Funds as detailed under the “Sub-Investment Managers” section in the relevant Supplement. Western Asset Management Company, LLC is a wholly-owned subsidiary of Legg Mason and is also registered in the US as an investment adviser with the SEC under the Advisers Act.

WESTERN ASSET MANAGEMENT COMPANY DISTRIBUIDORA DE TITULOS E VALORES

MOBILIÁRIOS LIMITADA: Western Asset UK, pursuant to a Sub-Investment Management Agreement dated 22 March 2019, has appointed Western Asset Management Company Distribuidora de Titulos e Valores Mobiliários Limitada to serve as a Sub-Investment Manager of certain Funds as detailed under the “Sub-Investment Managers” section in the relevant Supplement. Western Asset Management Company Distribuidora de Titulos e Valores Mobiliários Limitada is incorporated under the laws of Brazil and is registered as an investment manager with the Brazilian Securities and Exchange Commission. It is a wholly owned subsidiary of Legg Mason.

WESTERN ASSET MANAGEMENT COMPANY PTE. LTD.: Western Asset UK, pursuant to a Sub-Investment Management Agreement dated 22 March 2019, has appointed Western Asset Management Company Pte. Ltd. to serve as a Sub-Investment Manager of certain Funds as detailed under the “Sub-Investment Managers” section in the relevant Supplement. Western Asset Management Company Pte. Ltd. is organised under the laws of Singapore and is a wholly owned subsidiary of Legg Mason. Western Asset Management Company Pte. Ltd. holds a capital markets licence with the Monetary Authority of Singapore.

WESTERN ASSET MANAGEMENT COMPANY LTD: Western Asset UK, pursuant to a Sub-Investment Management Agreement dated 22 March 2019, has appointed Western Asset Management Company Ltd to serve as a Sub-Investment Manager of certain Funds as detailed under the “Sub-Investment Managers” section in the relevant Supplement. Western Asset Management Company Ltd is incorporated under the laws of Japan, is registered as an investment advisor with Kanto Local Finance Bureau under the Law Concerning Regulation, etc. of Investment Advisory Business Relating to Securities (Law No.74 of 1986, as amended, or the “Investment Advisory Law”). It is authorised as a discretionary investment manager under the Investment Advisory Law, and is regulated by the Financial Services Agency of Japan.

WESTERN ASSET MANAGEMENT COMPANY PTY LIMITED: Western Asset UK, pursuant to a Sub- Investment Management Agreement dated 22 March 2019, has appointed Western Asset Management Company Pty Limited to serve as a Sub-Investment Manager of certain Funds as detailed under the “Sub-Investment Managers” section in the relevant Supplement. Western Asset Management Company Pty Limited is organised under the laws of Australia and is regulated by the Australian Securities & Investments Commission. Western Asset Management Company Pty Limited is a wholly owned subsidiary of Legg Mason.

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC: The Manager, pursuant to an Investment Management Agreement dated 22 March 2019, has appointed Brandywine Global Investment Management, LLC (“Brandywine”) to serve as the Investment Manager of certain Funds as detailed under the “Investment Manager” section in the relevant Supplement. Brandywine is organised under the laws of the State of Delaware, USA. It is a wholly-owned subsidiary of Legg Mason. Brandywine is registered as an investment adviser in the United States under the Advisers Act. Brandywine acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds, as well as individual investors. Brandywine had total assets under management of approximately US$74 billion as of 30 September 2018.

ROYCE & ASSOCIATES, LP: The Manager, pursuant to an Investment Management Agreement dated 22 March 2019, has appointed Royce & Associates, LP (“Royce”) to serve as the Investment Manager of certain Funds as detailed under the “Investment Manager” section in the relevant Supplement. Royce is a subsidiary of Legg Mason and is registered as an investment adviser with the SEC under the Advisers Act. Royce has been investing in small- cap securities with a value approach for more than 25 years. As of 30 September 2018, Royce had approximately US$17 billion of assets under management.

QS INVESTORS, LLC: The Manager, pursuant to a Sub-Investment Management Agreement dated 22 March 2019, has appointed QS Investors, LLC (“QS Investors”) to serve as the Investment Manager of certain Funds as detailed under the “Investment Manager” section in the relevant Supplement. QS Investors was founded in 2010 and became a subsidiary of Legg Mason in 2014. QS Investors is incorporated under the laws of the State of Delaware, USA and is registered as an investment adviser with the SEC under the Advisers Act. As of 30 September 2018, QS Investors had assets under management equal to approximately US$14.1 billion.

CLEARBRIDGE INVESTMENTS, LLC: The Manager, pursuant to an Investment Management Agreement dated 22 March 2019, has appointed ClearBridge Investments, LLC to serve as the Investment Manager of certain Funds as detailed under the “Investment Manager” section in the relevant Supplement. ClearBridge Investments, LLC is organised under the laws of the State of Delaware, and is registered as an investment adviser in the United States with the SEC. ClearBridge Investments, LLC is a wholly-owned subsidiary of Legg Mason. As of 30 September 2018, ClearBridge (comprising ClearBridge Investments, LLC and ClearBridge, LLC) had approximately US$147.6 billion of assets under management.

LEGG MASON ASSET MANAGEMENT AUSTRALIA LIMITED (trading under the name “Martin Currie Australia”): The Manager, pursuant to an Investment Management Agreement dated 22 March 2019, has appointed

Legg Mason Asset Management Australia Limited (“Martin Currie Australia”) to serve as the Investment Manager of certain Funds as detailed under the “Investment Manager” section in the relevant Supplement. Martin Currie Australia is organised under the laws of Australia and is regulated by the Australian Securities & Investments Commission. As of 30 September 2018, Martin Currie Australia had approximately US$9.1 billion of assets under management.

MARTIN CURRIE INVESTMENT MANAGEMENT LTD: The Manager, pursuant to an Investment Management Agreement dated 22 March 2019, has appointed Martin Currie Investment Management Ltd to serve as the Investment Manager of certain Funds as detailed under the “Investment Manager” section of the relevant Supplement. Martin Currie Investment Management Ltd is an indirect wholly-owned subsidiary of Legg Mason, organised under the laws of Scotland. Martin Currie Investment Management Ltd is authorised and regulated by the Financial Conduct Authority of the United Kingdom and is registered as an investment adviser with the SEC under the Advisers Act. As of 30 September 2018, Martin Currie Investment Management Limited had assets under management equal to approximately US$7.8 billion.

LEGG MASON ASSET MANAGEMENT SINGAPORE PTE. LIMITED: Martin Currie Investment Management Ltd, pursuant to a Sub-Investment Management Agreement dated 11 March 2016, as amended has appointed Legg Mason Asset Management Singapore Pte. Ltd to serve as a Sub-Investment Manager of certain Funds as detailed under the “Sub-Investment Managers” section of the relevant Supplement. Legg Mason Asset Management Singapore Pte. Ltd is an indirect wholly-owned subsidiary of Legg Mason, established under the laws of Singapore. Legg Mason Asset Management Singapore Pte. Ltd is licensed and regulated by the Monetary Authority of Singapore. As of 30 September 2018, Legg Mason Asset Management Singapore Pte. Ltd had assets under management equal to approximately US$3.7 billion.

RARE INFRASTRUCTURE INTERNATIONAL PTY LIMITED: The Manager, pursuant to an Investment Management Agreement dated 22 March 2019, has appointed RARE Infrastructure International Pty Limited to serve as the Investment Manager of certain Funds as detailed in the “Investment Manager” section of the relevant Supplement. RARE Infrastructure International Pty Limited is an Australian public company, limited by shares, incorporated in 2009 and regulated by the Australian Securities & Investment Commission. RARE Infrastructure International Pty Limited is a subsidiary of RARE Infrastructure Limited, which itself is a subsidiary of Legg Mason. As of 30 September 2018, collectively RARE Infrastructure Limited and its subsidiaries, including RARE Infrastructure International Pty Limited, had approximately US$4.2 billion of assets under management.

THE ADMINISTRATOR

The Company and the Manager have appointed BNY Mellon Fund Services (Ireland) Designated Activity Company to act as the Company’s administrator, registrar and transfer agent, pursuant to the Administration Agreement.

The Administrator is a designated activity company limited by shares incorporated in Ireland on 31 May 1994 under registration number 218007. The Administrator's registered office is at One Dockland Central, Guild Street, International Financial Services Centre, Dublin 1, Ireland. The Administrator’s main business activity is the provision of administrative services to collective investment schemes and other portfolios. The Administrator is a wholly-owned indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”). BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in 35 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing asset management and wealth management, asset servicing, issuer services, clearing services and treasury services through a worldwide client-focused team. As at 31 March 2018, it had US$33.5 trillion in assets under custody and/or administration.

The Administration Agreement may be terminated by any party on ninety days’ notice in writing to the other parties at any time or may be terminated immediately by any party in the event of: (i) another party going into liquidation or involuntary winding up or the appointment of an examiner or receiver to that party or on the happening of a like event whether at the direction of an appropriate regulatory agency or court of competent jurisdiction or otherwise; or (ii) another party failing to remedy a material breach of the Administration Agreement within thirty (30) days of being requested to do so; or (iii) another party being unable to pay its debts as they fall due or otherwise become insolvent or enter into any composition or arrangement with or for the benefit of its creditors or any class thereof; or (iv) where the other party is the Company or the Manager, the authorisation by the Central Bank of the Company or the Manager

being revoked; or (v) another party being no longer permitted to perform its obligations under the Administration Agreement pursuant to applicable law.

The Administration Agreement provides that in the absence of negligence, willful misfeasance, bad faith or fraud on the part of the Administrator, the Administrator will not be liable to the Company for any loss incurred by the Company in connection with the performance by the Administrator of its obligations and duties under the Administration Agreement and the Company agrees to indemnify the Administrator against any loss suffered by the Administrator in the performance of its obligations under the Administration Agreement save where such loss arises as a result of negligence, willful misfeasance, bad faith or fraud on the part of the Administrator or from reckless disregard by the Administrator of its obligations under the Administration Agreement.

THE DEPOSITARY

The Company and the Manager have appointed BNY Mellon Trust Company (Ireland) Limited as depositary of the Company pursuant to the Depositary Agreement. The Depositary is a private limited liability company incorporated in Ireland on 13 October 1994. The principal activity of the Depositary is to act as the depositary and trustee of collective investment schemes. The Depositary is authorised by the Central Bank under the Investment Intermediaries Act, 1995 (as amended).

The Depositary is a wholly-owned indirect subsidiary of BNY Mellon. The duty of the Depositary is to provide safekeeping, oversight and asset verification services in respect of the assets of the Company and each Fund in accordance with the provisions of the Central Bank Rules and the Directive. The Depositary will also provide cash monitoring services in respect of each Fund’s cash flows and subscriptions.

The Depositary will be obliged, inter alia, to ensure that the sale, issue, repurchase and cancellation of Shares in the Company is carried out in accordance with the UCITS Regulations and the Articles of Association. The Depositary will carry out the instructions of the Company, unless they conflict with the UCITS Regulations or the Articles of Association. The Depositary is also obliged to enquire into the conduct of the Company in each financial year and report thereon to Shareholders.

The Depositary will be liable for loss of financial instruments held in custody or in the custody of any sub-custodian, unless it can prove that loss was not as a result of the Depositary’s negligent or intentional failure to perform its obligations and has arisen as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary. The Depositary shall also be liable for all other losses suffered as a result of the Depositary’s negligent or intentional failure to properly fulfill its obligations under the UCITS Regulations.

The Depositary has power to delegate the whole or any part of its depositary functions, however, its liability will not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. The Depositary has delegated its safe-keeping duties in respect of financial instruments in custody to The Bank of New York Mellon SA/NV and/or The Bank of New York Mellon. The list of sub-delegates appointed by The Bank of New York Mellon SA/NV or The Bank of New York Mellon is set out in Schedule VIII hereto. The use of particular sub-delegates will depend on the markets in which the Company invests. No conflicts arise as a result of such delegation.

Up-to-date information regarding the duties of the Depositary, any conflicts of interest that may arise and the Depositary’s delegation arrangements will be made available to investors by the Company on request.

The Depositary Agreement may be terminated by any party by giving not less than ninety days’ written notice to the other parties. The Company and the Manager may terminate the Depositary Agreement forthwith in the event that:

(i) the Depositary shall go into liquidation (except voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Company which approval shall not be unreasonably withheld, delayed or conditioned) or being unable to pay its debts within the meaning of Section 570 of the Companies Act or in the event of the appointment of a receiver over any of the assets of the Company or if an examiner is appointed to the Company or if some event having an equivalent effect occurs; (ii) the Depositary fails to remedy a material breach of the Depositary Agreement within thirty (30) days of being requested to do so; or (iii) the Depositary is no longer authorised to act as a depositary to a fund authorised under the UCITS Regulations or otherwise under

applicable law to carry out its functions pursuant to the Depositary Agreement. The Depositary shall continue in office until a successor is appointed. The Depositary’s appointment shall not terminate until revocation of the Company’s authorisation by the Central Bank.

THE SHAREHOLDER SERVICING AGENTS

The Manager and the Company have appointed LMIS as Master Shareholder Servicing Agent of the Company. Under the terms of the Master Shareholder Servicing Agent Agreement, LMIS is authorised at its own costs and expenses to engage one or more parties for the purpose of assisting it with carrying out in duties under the agreement, provided that LMIS shall remain responsible to the Manager for the performance of its obligations under such agreement. Pursuant to this, LMIS has appointed LMI Europe as an additional Shareholder Servicing Agent. Similarly, under the terms of the Shareholder Servicing Agent Agreement with LMIS, LMI Europe is authorised at its own costs and expenses to engage one or more parties for the purpose of assisting it with carrying out in duties under the agreement, provided that LMI Europe shall remain responsible to the Manager and LMIS for the performance of its obligations under such agreement. Pursuant to this, LMI Europe has appointed LMAMHK, Legg Mason Asset Management Singapore Pte. Limited and LMI Taiwan as additional Shareholder Servicing Agents of the Company. LMIS is organised under the laws of the State of Delaware, USA and is registered with the SEC as a broker-dealer. LMAMHK is incorporated under the laws of Hong Kong and is regulated by the Hong Kong Securities and Futures Commission. Legg Mason Asset Management Singapore Pte. Limited is organised under the laws of Singapore and is regulated by the Monetary Authority of Singapore. LMI Taiwan is organised under the laws of the Republic of China (Taiwan). The Shareholder Servicing Agents are affiliated with each other because all are wholly-owned subsidiaries of Legg Mason. The terms relating to the appointment of each Shareholder Servicing Agent are set out in the Shareholder Servicing Agreements.

Under each Shareholder Servicing Agreement, the Shareholder Servicing Agent is responsible for providing various services to the Funds and their shareholders, including among other things: (1) maintaining adequate personnel and facilities in order to provide the services set forth in the Shareholder Servicing Agreement; (2) responding to shareholders’ inquiries relating to their investment in Shares; (3) assisting shareholders with processing purchase, exchange and redemption requests, and forwarding such orders to the Administrator; (4) assisting shareholders with changing dividend options, account designations, and addresses; (5) making its books and records relating to the Funds available for audit and answering questions with respect to same; (6) consulting with the Funds regarding legal issues;

(7) assisting the Administrator in monitoring and developing compliance procedures for the Funds which will include, among other matters, procedures to assist the Investment Managers in monitoring compliance with the policies described in the Funds’ Prospectus; (8) preparing and furnishing Shareholders with performance information (including yield and total return information); and (9) providing such other services as the Company may reasonably request from time to time, to the extent such services are permissible under applicable law.

Each Shareholder Servicing Agent will not be liable for any loss suffered by the Company, the Manager, the Funds, or a Shareholder except a loss resulting from negligence, willful misfeasance, bad faith or reckless disregard on the part of the Shareholder Servicing Agent or any of its employees in the performance of its duties and obligations. The Company agrees to indemnify LMIS and keep it indemnified from and against all liability, loss, damage or cost incurred by LMIS, except in the case of negligence, willful misfeasance, bad faith, or reckless disregard of LMIS’s duties. The appointment of each Shareholder Servicing Agent shall continue in full force and effect unless and until terminated at any time by either party giving ninety days written notice to the other party.

THE DISTRIBUTORS

Under the terms of the Master Distribution Agreement between the Manager, the Company and LMIS, LMIS is authorised to market, promote, offer and arrange for the sale and redemption of Shares of the Company (collectively, “distribution services”). In addition, LMIS is authorised at its own costs and expenses to engage one or more distributors for the purpose of assisting it with carrying out in duties and responsibilities, provided the appointments of such other firms are made in accordance with the requirements of the Central Bank Rules. Under the terms of the Master Distribution Agreement between the Manager, the Company and LMIS, LMIS in such instances shall remain responsible to the Manager for the performance of its obligations under such agreement. Accordingly, LMIS has appointed LMI Europe as an additional Distributor of the Funds. Similarly, under the terms of the Distribution