Closed-End Funds Advised by Legg Mason Partners Fund Advisor, LLC Announce Board Approval of New Management and Subadvisory Contracts

Business Wire 2-Apr-2020 8:30 AM

ClearBridge MLP and Midstream Fund Inc. (NYSE:CEM), ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE:EMO), ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE:CTR), BrandywineGLOBAL - Global Income Opportunities Fund Inc. (NYSE:BWG), LMP Capital and Income Fund Inc. (NYSE:SCD), Western Asset Corporate Loan Fund Inc. (NYSE:TLI), Western Asset Emerging Markets Debt Fund Inc. (NYSE:EMD), Western Asset Global Corporate Defined Opportunity Fund Inc. (NYSE:GDO), Western Asset Global High Income Fund Inc. (NYSE:EHI), Western Asset High Income Fund II Inc. (NYSE:HIX), Western Asset High Income Opportunity Fund Inc. (NYSE:HIO), Western Asset High Yield Defined Opportunity Fund Inc. (NYSE:HYI), Western Asset Intermediate Muni Fund Inc. (NYSE:SBI), Western Asset Investment Grade Defined Opportunity Trust Inc. (NYSE:IGI), Western Asset Managed Municipals Fund Inc. (NYSE:MMU), Western Asset Middle Market Debt Fund Inc. (XWAMX), Western Asset Middle Market Income Fund Inc. (XWMFX), Western Asset Mortgage Opportunity Fund Inc. (NYSE:DMO), Western Asset Municipal Defined Opportunity Trust Inc. (NYSE:MTT), Western Asset Municipal High Income Fund Inc. (NYSE:MHF), Western Asset Municipal Partners Fund Inc. (NYSE:MNP), and Western Asset Variable Rate Strategic Fund Inc. (NYSE:GFY) (each, a "Fund" and, together, the "Funds")

As was previously announced, on February 18, 2020, Franklin Resources, Inc. ("Franklin Resources") and Legg Mason, Inc. ("Legg Mason") announced that they have entered into a definitive agreement for Franklin Resources to acquire Legg Mason in an all-cash transaction. The Funds' investment manager, Legg Mason Partners Fund Advisor, LLC, is a wholly-owned subsidiary of Legg Mason and would become a wholly-owned subsidiary of Franklin Resources as a result of the transaction. The Funds are sub-advised by other affiliates of Legg Mason that also would be acquired by Franklin Resources as a result of the transaction. The transaction is subject to approval by Legg Mason's shareholders and customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of the other conditions, the transaction is expected to be consummated in the latter part of 2020.

Under the Investment Company Act of 1940, as amended, consummation of the transaction will result in the automatic termination of the management and subadvisory agreement(s). Therefore, each Fund's Board of Directors has approved new management and subadvisory agreement(s) that will be presented to the stockholders of the Fund for their approval. Additional informational materials will be mailed to stockholders. In connection with the proposal to approve the new investment management contract for each Fund (any new sub-advisory contract(s), if applicable), each Fund intends to file a definitive proxy statement with the Securities and Exchange Commission (the "SEC"). Stockholders are advised to read their Fund's proxy statement when it becomes available because it will contain important information. When filed with the SEC, the proxy statement and other documents filed by the Funds will become available for free on the SEC website, www.sec.gov. Copies of the proxy statement will also be mailed to each stockholder of record as of the record date for the special stockholder meeting.

An investment in a Fund involves risk, including loss of principal. Investment return and the value of shares will fluctuate. The rapid and global spread of a highly contagious novel coronavirus respiratory disease, designated COVID-19, first detected in China in December 2019, has resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many instruments; restrictions on international and, in some cases, local travel, significant disruptions to business operations (including business closures); strained healthcare systems; disruptions to supply chains, consumer demand and employee availability; and widespread uncertainty regarding the duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers have experienced particularly large losses. In addition, the COVID-19 pandemic may result in a sustained economic downturn or a global recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, are taking extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic, including by pushing interest rates to very low levels. This and other government intervention into the economy and financial markets to address the COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The COVID-19 pandemic could adversely affect the value and liquidity of a Fund's investments, and negatively impact the Fund's performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to a Fund by its service providers.

Any data and commentary provided in this press release are for informational purposes only. This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on each Fund's current plans and expectations, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties are contained in each Fund's filings with the SEC.

For more information, please call Investor Relations: 1-888-777-0102, or consult the Funds' web site at www.lmcef.com. Hard copies of the Funds' complete audited financial statements are available free of charge upon request.

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