SEC Form N-14 8C/A filed by ClearBridge Energy Midstream Opportunity Fund Inc. (Amendment)

As filed with the Securities and Exchange Commission on April 5, 2024

Securities Act File No. 333-276731

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

☒		Pre-Effective Amendment No. 1				☐		Post-Effective Amendment No.

 

 

CLEARBRIDGE ENERGY MIDSTREAM

OPPORTUNITY FUND INC.

(Exact Name of Registrant as Specified in Charter)

 

 

620 Eighth Avenue, 47th Floor

New York, New York 10018

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

1-888-777-0102

(Area Code and Telephone Number)

Jane Trust

Franklin Templeton

280 Park Avenue

New York, New York 10017

(Name and Address of Agent for Services)

 

 

with copies to:

 

David W. Blass, Esq. Ryan P. Brizek, Esq. Debra Sutter, Esq. Simpson Thacher & Bartlett LLP 900 G Street, N.W. Washington, D.C. 20001		Marc A. De Oliveira Franklin Templeton 100 First Stamford Place, 6th Floor Stamford, Connecticut 06902

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

 

CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM TOTAL RETURN FUND INC.

620 Eighth Avenue, 47^th Floor

New York, New York 10018

   , 2024

Dear Stockholder:

A Joint Special Meeting of Stockholders (the “Meeting”) of ClearBridge MLP and Midstream Total Return Fund Inc. (“CTR”), ClearBridge MLP and Midstream Fund Inc. (“CEM”) and ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO” and together with CTR and CEM, the “Funds”), each a Maryland corporation registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), will be held at 280 Park Avenue, New York, New York 10017, on May 17, 2024 at 10:00 a.m., Eastern Time, for the purposes of considering and voting on the proposals (each a “Proposal” and collectively, the “Proposals”) to approve the mergers of each of CTR and CEM (each a “Target Fund” and collectively, the “Target Funds”) with and into EMO in accordance with the Maryland General Corporation Law (each a “Merger” and collectively, the “Mergers”).

The attached Proxy Statement/Prospectus asks for your approval of the Proposals applicable to your Fund. After careful consideration, the Board of Directors (the “Board”) of each Fund recommends that you vote “FOR” each Proposal upon which you are entitled to vote. The Boards of CTR, CEM and EMO are composed of the same directors.

As a result of each Merger, each share of common stock, par value $0.001 per share, of each Target Fund would convert into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock, par value $0.001 per share, of EMO, based on the net asset value of the Target Fund’s shares of common stock outstanding as of the close of trading on the New York Stock Exchange (“NYSE”) on the business day immediately prior to the closing time of each respective Merger. EMO will not issue fractional shares to Target Fund stockholders. In lieu of issuing fractional shares, EMO will pay cash to each former holder of Target Fund common stock in an amount equal to the value of the fractional shares of EMO common stock that the investor would otherwise have received in the applicable Merger. The currently issued and outstanding shares of common stock of EMO will remain issued and outstanding.

In addition, each of the Target Funds have series of preferred stock outstanding: Mandatory Redeemable Preferred Stock (“MRPS”). As a result of each Merger, EMO will issue and deliver to each of the Target Fund’s MRPS holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference (of $35 per share) and terms as CTR’s Series E MRPS (the “CTR MRPS”) and CEM’s Series I, Series J, Series K, Series L and Series M MRPS (the “CEM MRPS”), respectively, issued and outstanding immediately before the date of the Merger. EMO will issue a corresponding number of newly issued shares of EMO’s MRPS so that the aggregate liquidation preference for the replaced CTR MRPS and the replaced CEM MRPS remains the same. EMO will also amend its MRPS that are outstanding prior to the closing of the Mergers to align the voting rights of all of EMO’s outstanding preferred stock so that each preferred stockholder will have one vote for every $35 of liquidation preference following the Mergers. No fractional MRPS will be issued to the Target Funds’ MRPS holders as a result of the Mergers. If issuing new EMO MRPS with the same aggregate liquidation preference and terms of the Target Funds’ MRPS results in fractional shares, EMO will round up to the next whole share. The accrual for CTR’s MRPS and CEM’s MRPS with respect to any accrued and unpaid dividends as of date of the Mergers would be assumed by EMO and would apply and be payable on an equivalent share-for-share basis and on the same dividend payment schedule to avoid any disruption to MRPS holders. Any remaining deferred costs associated with the original issuance of CTR’s MRPS and CEM’s MRPS as of the date of the Mergers will be assumed by EMO. Following the Mergers, EMO will have shares of common stock and MRPS outstanding.

CTR, CEM and EMO are closed-end, non-diversified management investment companies listed on the NYSE.

 

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CTR’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation.

 

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CEM’s investment objective is to provide a high level of total return with an emphasis on cash distributions.

 

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EMO’s investment objective is to provide long-term investors a high level of total return with an emphasis on cash distributions.

A more detailed comparison of the Funds’ investment objectives and policies appears in the attached Proxy Statement/Prospectus. The current investment objectives and policies of EMO will continue unchanged if the Mergers occur.

The costs of the Mergers, including the costs of preparing, printing, assembling and mailing material in connection with this solicitation of proxies, are estimated to be approximately $373,596 for CTR, $439,924 for CEM and $387,200 for EMO. Each Fund will pay for the direct costs in connection with the applicable Fund’s Merger. However, costs impacting all three Funds that cannot be categorized as direct costs will be allocated across the Funds based on the assets under management of each Fund. The Mergers will not impact the current management of the Funds.

As a separate transaction that will occur prior to the proposed Mergers, the Board of each Fund has approved a cash tender offer to purchase up to 50% of the respective Fund’s outstanding shares of common stock at a price per share equal to the Fund’s net asset value. Each Fund will repurchase shares of common stock tendered and accepted in the tender offer in exchange for cash. Proceeds from a Fund’s tender offer will be paid prior to the closing of any Merger. The tender offers may significantly reduce the net assets of each Fund, causing the expense ratio to increase as fixed costs are applied to a smaller asset base. The tender offers are not contingent upon the successful completion of the Mergers.

The Board of each Fund believes that the Mergers are in the best interests of the stockholders of each Fund. The Funds have substantially similar investment objectives, policies and strategies. The Mergers will result in more streamlined product offerings, allowing for more focused marketing and stockholder servicing efforts. The Board of each Fund notes that each Fund’s asset base will decrease prior to the Mergers due to the scheduled tender offers, and the scheduled tender offers may also impact market price trading. As such, the combined Fund will likely benefit from economies of scale, as one set of fixed expenses would be spread over a larger asset base, as well as from enhanced market liquidity and may experience improved market price trading relative to net asset value (“NAV”).

Your vote is very important to us regardless of the number of shares you own. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement/Prospectus and cast your vote promptly. To vote, simply date, sign and return the proxy card in the enclosed postage-paid envelope or follow the instructions on the proxy card for voting by touch-tone telephone or on the Internet.

If you have any questions about the proposal to be voted on, please call Georgeson LLC, the proxy solicitor, at (888) 867-6963.

It is important that your vote be received no later than the time of the Meeting. Proxy cards need to be received by Georgeson LLC by the morning of May 17, 2024, prior to the polls closing, in order to be counted.

 

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Sincerely,

 

Jane Trust

President and Chief Executive Officer

ClearBridge Energy Midstream Opportunity Fund Inc.

ClearBridge MLP and Midstream Fund Inc.

ClearBridge MLP and Midstream Total Return Fund Inc.

 

 

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CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM TOTAL RETURN FUND INC.

 

 

IMPORTANT NEWS FOR STOCKHOLDERS

 

 

The enclosed combined Proxy Statement/Prospectus describes separate proposals (each a “Proposal” and together, the “Proposals”) to merge each of ClearBridge MLP and Midstream Total Return Fund Inc. (“CTR”) and ClearBridge MLP and Midstream Fund Inc. (“CEM”) with and into ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO” and together with CTR and CEM, the “Funds”), each a Maryland corporation registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), in accordance with the Maryland General Corporation Law (each a “Merger” and collectively, the “Mergers”).

While we encourage you to read the full text of the enclosed combined Proxy Statement/Prospectus, below is a brief overview of the Proposals. Please refer to the more complete information contained elsewhere in the combined Proxy Statement/Prospectus about the Proposals.

 

 

COMMON QUESTIONS ABOUT THE PROPOSED MERGER

Q.  Why am I receiving the Proxy Statement/Prospectus?

A.  As a stockholder of either CTR or CEM (each a “Target Fund” and collectively, the “Target Funds”), you are being asked to vote in favor of a proposal to merge your Target Fund with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between the Target Fund and EMO. CTR’s common stockholders will vote alongside CTR’s preferred stockholders as a single class to approve the respective Merger. Likewise, CEM’s common stockholders will vote alongside CEM’s preferred stockholders as a single class to approve the respective Merger. Additionally, the Target Funds’ MRPS holders will be asked to provide written consents in connection with the Mergers.

As a stockholder of EMO, you are being asked to vote in favor of both proposed Mergers of the Target Funds with and into EMO in accordance with the Maryland General Corporation Law. EMO common stockholders will vote alongside EMO preferred stockholders as a single class to approve each Merger.

Q.  How will the Mergers affect me?

A.  If each Merger is approved, the applicable Target Fund will be merged with and into EMO in accordance with the Maryland General Corporation Law. Each Target Fund’s assets and liabilities will be combined with the assets and liabilities of EMO, and stockholders of the Target Funds will become stockholders of EMO.

Q.   What are the benefits of the Mergers?

A.  The Board of Directors (the “Board”) of each Fund believes that the Mergers are in the best interests of the stockholders of each Fund. As a separate transaction that will occur prior to the proposed Mergers, the Board of each Fund has approved a cash tender offer to purchase up to 50% of the respective Fund’s outstanding shares of common stock at a price per share equal to the Fund’s net asset value. Each Fund will repurchase shares of common stock tendered and accepted in the tender offer in exchange for cash. Proceeds from a Fund’s tender offer will be paid prior to the closing of any Merger. The tender offers are not contingent upon the successful completion of the Mergers.

As the Funds have substantially similar investment objectives, policies and strategies, merging the Funds is expected to result in economies of scale such as reduced expenses, higher income and increased trading liquidity. After careful consideration, the Board of each Fund believes that the Mergers will benefit the stockholders of each Fund for the following reasons:

 

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Cost savings through elimination of duplicative expenses and greater economies of scale

It is anticipated that the combined Fund will likely benefit from economies of scale, as one set of fixed expenses would be spread over a larger asset base, as well as from enhanced market liquidity and may experience improved market price trading relative to net asset value (“NAV”). The Board of each Fund notes that each Fund’s asset base will decrease prior to the Mergers due to the scheduled tender offers. The scheduled tender offers may also impact market price trading.

It is anticipated that, assuming a fully subscribed tender offer, the combined Fund will have a lower expense level with estimated aggregate cost savings of approximately $1,550,000 annually following the Mergers.

The tender offers (as described above) may significantly reduce the net assets of each Fund, causing the expense ratio to increase as fixed costs are applied to a smaller asset base. Merging the Funds together can result in improved economies of scale for current and future investors. The tender offers will also impact the amount of deferred tax assets/liabilities that will carry into the combined Fund and the amount of annual limitation on losses (due to the potential share reduction of up to 50% of outstanding shares of common stock). The tender offers may also result in current income tax liabilities, which will reduce available cash for the combined Fund. Additionally, there is a 1% excise tax on shares of common stock that are repurchased, for which the expense will need to be accrued into the combined Fund’s net asset value.

The following table shows the adjusted expenses of each Fund as of November 30, 2023 and on a pro forma basis following the closing of the Mergers, in each case assuming that (i) each tender offer is fully subscribed, which reduces net assets by 50%, (ii) outstanding notes and MRPS scheduled to mature prior to the closing of the Mergers have been repaid in full and (iii) their respective lines of credit have been paid down to maintain a consistent leverage ratio after the tender offer as each Fund had prior to the tender offer. Form N-14 compliant fee and expense tables can be found later in the Proxy Statement/Prospectus. The pro forma tables assume that both Mergers are approved. Different outcomes could occur if only one Merger is approved.

 

		Adjusted CTR		Adjusted CEM		Adjusted EMO		Adjusted Pro Forma Combined Fund
Management Fees1		1.41%		1.49%		1.45%		1.46%
Other Expenses (excluding income tax expenses)		0.71%		0.52%		0.64%		0.36%
Financing Expenses		2.15%		2.13%		2.14%		2.14%
Income Tax Expenses2		5.11%		5.90%		0.07%		3.60%
Total Annual Fund Operating Expenses		9.38%		10.04%		4.30%		7.56%
Management Fee Waiver		(0.07%)		(0.07%)		(0.07%)		(0.15%)
Total Expenses		9.31%		9.97%		4.23%		7.41%

¹ The management fee shown in the table is calculated based on net assets. Each Fund currently pays an investment management fee to Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC)(“FTFA”), calculated daily and paid monthly, at an annual rate of 1.00% of its average daily Managed Assets. “Managed Assets” means net assets plus the amount of any borrowings and assets attributable to any Preferred Stock that may be outstanding. For the purposes of calculating the investment management fee for each Fund, the aggregate liquidation value of the preferred stock is not deducted in determining the Fund’s average net assets.

 

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² Each Fund is taxed as a regular “C” corporation and therefore must accrue current and deferred federal and state income taxes. An estimate of current and deferred income tax expenses is dependent upon a Fund’s net investment income and realized and unrealized gains on investments, and such expense may vary greatly from year to year depending on the nature and performance of the Fund’s investments, general market conditions, trading activity by the Fund’s portfolio management and availability of net operating loss and capital loss carryovers. Therefore, any estimate of current and deferred income tax expenses cannot be reliably predicted from year to year, and the ratios disclosed above reflect only amounts as of November 30, 2023. If the above estimated income tax expenses were excluded from total annual fund operating expenses, then the estimated total annual fund operating expense ratio would be 4.27% for CTR, 4.14% for CEM, 4.23% for EMO and 3.96% for the combined Fund, as adjusted.

 

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Substantially Similar Investment Objectives and Strategies

CTR, CEM and EMO have substantially similar investment objectives and strategies and current portfolio holdings. Each Fund’s investment objectives focus on providing a high level of total return via cash distributions. Under normal market conditions each Fund will invest at least 80% of its Managed Assets in midstream entities that are structured as partnerships and corporations. There is significant overlap between the underlying investments each Fund holds.

 

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Increased Investment Income and Total Return

The anticipated aggregate cost savings related to the elimination of duplicative expenses will have a direct positive impact on the merged funds distributable cash flow.

 

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Enhanced Market Liquidity

The larger market capitalization resulting from the merger is expected to result in enhanced market liquidity over the long-term compared to each individual fund. Greater market liquidity may lead to tighter bid-ask spreads and reduced price movements on a trade-to-trade basis. A larger fund size and additional trading volume has the potential to make the merged fund more attractive to both individual and institutional investors.

 

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A More Streamlined Product Offering

In addition to investment flexibility, a more streamlined product will allow for more focused marketing and stockholder servicing efforts.

At a meeting held on January 25, 2024, the Board of each Fund, including all of the Directors who are not “interested persons” of the Funds under the 1940 Act (the “Independent Directors”), unanimously approved an Agreement and Plan of Merger with respect to each Fund.

Q.   How will the Mergers impact distributions?

A.  It is anticipated that, following the Mergers, stockholders of each Target Fund will receive distributions that are in line with historic distributions received by EMO stockholders.

Q.  Will management institute a fee waiver if a Merger is approved?

A.  If either Merger is approved, EMO will institute a five basis point (0.05%) fee waiver of the investment management fee for a one-year period following the closing of the Mergers to help offset a portion of the Merger-related expenses. This fee waiver will be in addition to the voluntary five basis point (0.05%) fee waiver that is currently in effect for EMO.

Merger-related expenses are the costs associated with the Mergers, including the costs of preparing, printing, assembling and mailing material in connection with the solicitation of proxies. Each Fund will pay for

 

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the direct costs in connection with the applicable Fund’s Merger. However, costs impacting all three Funds that cannot be categorized as direct costs will be allocated across the Funds based on the assets under management of each Fund.

Q.  What will happen to the common stock of CTR, CEM, and EMO that I currently own as a result of the Mergers?

A.  As a result of each Merger, each share of common stock, par value $0.001 per share, of the applicable Target Fund would convert into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of EMO, based on the net asset value of each Fund’s shares of common stock outstanding as of the close of trading on the New York Stock Exchange (“NYSE”) on the business day immediately prior to the closing time of each respective Merger. EMO will not issue fractional shares to each holder of a Target Fund’s share of common stock. In lieu of issuing fractional shares, EMO will pay cash to each former Target Fund stockholder in an amount equal to the value of the fractional shares of EMO common stock that the investor would otherwise have received in the applicable Merger. The currently issued and outstanding shares of EMO common stock will remain issued and outstanding. Stockholders of EMO will be stockholders in a larger fund.

Upon the consummation of each Merger, all shares of a Target Fund’s common stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and the holders of certificates or book entry shares which, immediately prior to the effective date of the applicable Merger, represented such shares of the Target Fund’s common stock shall cease to have any rights with respect thereto, except the right to receive the consideration described above. Neither Merger is contingent upon the approval of the other Merger.

Q.  What will happen to the preferred stock of CTR, CEM, and EMO that I currently own as a result of the Mergers?

A.  Each of the Funds has series of preferred stock outstanding: Mandatory Redeemable Preferred Stock (“MRPS”). As a result of each Merger, EMO will issue and deliver to each of the Target Fund’s MRPS holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference (of $35 per share) and terms as CTR’s Series E MRPS (the “CTR MRPS”) and CEM’s Series I, Series J, Series K, Series L and Series M MRPS (the “CEM MRPS”), respectively, issued and outstanding immediately before the date of the Merger. EMO will issue a corresponding number of newly issued shares of EMO’s MRPS so that the aggregate liquidation preference for the replaced CTR MRPS and the replaced CEM MRPS remains the same. EMO will also amend its MRPS that are outstanding prior to the closing of the Mergers to align the voting rights of all of EMO’s outstanding preferred stock so that each preferred stockholder will have one vote for every $35 of liquidation preference following the Mergers. EMO’s currently outstanding MRPS are Series I¹, Series J, Series K² and Series L MRPS (the “EMO MRPS”). No fractional MRPS will be issued to the Target Funds’ MRPS holders as a result of the Mergers. If issuing new EMO MRPS with the same aggregate liquidation preference and terms of the Target Funds’ MRPS results in fractional shares, EMO will round up to the next whole share. The accrual for CTR’s MRPS and CEM’s MRPS with respect to any accrued and unpaid dividends as of date of the Mergers would be assumed by EMO and would apply and be payable on an equivalent share-for-share basis and on the same dividend payment schedule to avoid any disruption to MRPS holders. Any remaining deferred costs associated with the original issuance of CTR’s MRPS and CEM’s MRPS as of the date of the Mergers will be assumed by EMO. Following the Mergers, EMO will have shares of common stock and MRPS outstanding.

 

¹ The mandatory redemption date for the Series I EMO MRPS is July 23, 2024. If the Mergers close after July 23, 2024, the Series I EMO MRPS will no longer be outstanding.

² The mandatory redemption date for the Series K EMO MRPS is August 7, 2024. If the Mergers close after August 7, 2024, the Series K EMO MRPS will no longer be outstanding.

 

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Upon the consummation of each Merger, all shares of a Target Fund’s MRPS shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and the holders of certificates or book entry shares which, immediately prior to the effective date of the applicable Merger, represented such shares of the Target Fund’s MRPS shall cease to have any rights with respect thereto, except the right to receive the consideration described above. Neither Merger is contingent upon the approval of the other Merger.

Q.  May dissenting stockholders seek appraisal rights in connection with the Mergers?

A.  Holders of shares of CTR’s MRPS and CEM’s MRPS have appraisal rights under Maryland law in connection with the Mergers. To perfect their appraisal rights, such stockholders must strictly comply with the procedures in Sections 3-201 et seq. of the Maryland General Corporation Law. Failure to strictly comply with these procedures will result in the loss of appraisal rights. We have attached a copy of Sections 3-201 et seq. of the Maryland General Corporation Law as Appendix E.

Holders of Target Fund Common Shares have no appraisal rights under Maryland law.

Q.  If a Merger is approved by stockholders, will the Merger close prior to the payment of proceeds from each Fund’s previously announced tender offer?

A.  No. Each Fund has previously announced that it plans to commence a tender offer at a later date that will expire in June 2024. Each tender offer will obligate the applicable Fund to pay the related cash proceeds of up to 50% of its net asset value as of the business day immediately following the expiration date of the tender offer. Proceeds from a Fund’s tender offer will be paid prior to the closing of any Merger.

Q.  What will the combined Fund be known as?

A.  If either or both Mergers are effected, EMO, the surviving fund, will retain the name “ClearBridge Energy Midstream Opportunity Fund Inc.” and will keep its NYSE ticker symbol “EMO.”

Q.  Who do we expect to vote on the Mergers?

A.  Each Fund’s common and preferred stockholders are being asked to vote, together as a class, on its Merger. “Together as a class” means that the common and preferred stockholders of each Fund will vote together as a single class on the Merger proposals. Additionally, the Target Funds’ MRPS holders will be asked to provide written consents in connection with the Mergers.

Q.  Are EMO’s investment objectives and policies similar to those of the Target Funds?

A.  EMO’s investment objectives, policies and strategies are substantially similar to those of the Target Funds.

 

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Comparison of CTR and EMO Investment Objectives and Strategies

 

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
Investment Objective(s)		CTR’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation.		EMO’s investment objective is to provide long-term investors a high level of total return with an emphasis on cash distributions.		Substantially similar investment objectives. CTR focuses on delivering a high level of total return consisting of cash distributions and capital appreciation, while EMO references long-term investors in particular and includes an emphasis on cash distributions.
Principal Investment Policies and Strategies		Under normal market conditions, CTR invests at least 80% of its Managed Assets in energy MLPs and energy midstream entities. For purposes of the 80% policy, the Fund considers investments in MLPs to include investments that offer economic exposure to public and private MLPs in the form of MLP equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLPs. For purposes of the 80% policy, the Fund considers investments in midstream entities as direct or indirect investments in those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids, natural gas and refined petroleum products.		Under normal market conditions, EMO invests at least 80% of its Managed Assets in energy midstream entities including entities structured as both partnerships and corporations. For purposes of the 80% policy, the Fund considers investments in midstream entities as those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids and natural gas.		Substantially similar 80% policy. CTR’s 80% policy specifically identifies the types of investments it will make in MLPs, including equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLP, while EMO’s 80% policy does not include a similar description of investment types. While EMO’s 80% policy does not explicitly list these investment types, EMO may still invest in the same securities identified in CTR’s policy.

 

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		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		The Fund considers an entity to be an energy entity if it is engaged in the business of exploring, developing, producing, gathering, fractionating, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, transporting, processing, fractionating, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		EMO’s investment strategy defines entities that are within the energy sector as deriving at least 50% of revenues from certain activities. CTR’s definition for energy entity does not contain a specific percentage of revenue that must be derived from certain energy activities.
		20% of CTR’s total assets may be invested in other securities that are not MLPs or midstream entities.		EMO may invest up to 20% of its Managed Assets in securities of issuers that are not energy midstream entities. This 20% allocation may be in any of the securities described therein, including securities of non-MLP companies engaged primarily in the energy sector.		Substantially similar 20% policy. EMO’s 20% policy is based on Managed Assets (net assets plus the amount of any borrowings and assets attributable to any Preferred Stock that may be outstanding), while CTR’s is based on total assets.
		CTR is non-diversified.		EMO is non-diversified.		No difference.

Comparison of CEM and EMO Investment Objectives and Strategies

 

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CEM and EMO
Investment Objective(s)		CEM’s investment objective is to provide a high level of total return with an emphasis on cash distribution.		EMO’s investment objective is to provide long-term investors a high level of total return with an emphasis on cash distributions.		No difference in investment objective other than EMO’s stated focus on long-term investors.
Principal Investment Policies and Strategies		Under normal market conditions, CEM invests at least 80% of its Managed Assets in energy MLPs and energy midstream entities (the 80% policy). For purposes of the 80% policy, the Fund considers investments in MLPs to		Under normal market conditions, EMO invests at least 80% of its Managed Assets in energy midstream entities including entities structured as both partnerships and corporations. For purposes of the 80% policy, the Fund		Substantially similar 80% policy. CEM specifies that it will invest in energy MLPs. CEM’s 80% policy specifically identifies the types of investments it will make in MLPs, including equity securities, securities of entities holding primarily

 

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		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CEM and EMO
		include investments that offer economic exposure to public and private MLPs in the form of MLP equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLPs. For purposes of the 80% policy, the Fund considers investments in midstream entities as direct or indirect investments in those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids, natural gas and refined petroleum products.		considers investments in midstream entities as those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids and natural gas.		general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLP, while EMO’s 80% policy does not include a similar description of investment types. While EMO’s 80% policy does not explicitly list these investment types, EMO may still invest in the same securities identified in CEM’s policy.
		The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, fractionating, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, transporting, processing, fractionating, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		Substantially similar definitions of energy sector entities.
		CEM may invest up to 20% of its managed assets in other securities that are not MLPs or midstream entities		EMO may invest up to 20% of its Managed Assets in securities of issuers that are not energy midstream entities. This 20% allocation		Substantially similar 20% policy.

 

8

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CEM and EMO
				may be in any of the securities described therein, including securities of non-MLP companies engaged primarily in the energy sector.
		CEM is non-diversified.		EMO is non-diversified.		No difference.

Please see “Comparison of Investment Objectives, Principal Investment Strategies, and Principal Risks” in the Proxy Statement/Prospectus for a more complete comparison of the Funds’ investment objectives, policies and a summary of the principal risks of investing in the Funds.

Q.  How does each Target Fund’s performance compare to EMO’s?

A.  For each Target Fund and EMO, set forth below are the average annual total returns for the Fund’s common stock, on the basis of NAV price, for various periods ended November 30, 2023, as well as comparative performance information for each Fund’s performance benchmark, Lipper peer group category average and ranking. The Fund’s performance benchmark is an unlevered index, whereas the Fund and all listed closed-end funds in its Lipper peer group category utilize leverage to seek to achieve their investment objectives.

CTR Performance History (Through 11/30/23)

 

Average Annual Total Returns		1 Year		3 Years		5 Years		10 Years
CTR (Target Fund) NAV		13.95%		38.66%		2.00%		-2.72%
Alerian MLP Index		23.29%		34.51%		10.33%		2.29%
Lipper Category Average – Energy MLP Closed-End Funds		6.13%		27.93%		-0.67%		-3.89%
Lipper Category & Ranking – Energy MLP Closed-End Funds		2 out of 10		2 out of 10		5 out of 10		4 out of 9

CEM Performance History (Through 11/30/23)

 

Average Annual Total Returns		1 Year		3 Years		5 Years		10 Years
CEM (Target Fund) NAV		11.67%		38.47%		-0.31%		-3.10%
Alerian MLP Index		23.29%		34.51%		10.33%		2.29%
Lipper Category Average – Energy MLP Closed-End Funds		6.13%		27.93%		-0.67%		-3.89%
Lipper Category & Ranking – Energy MLP Closed-End Funds		3 out of 10		3 out of 10		8 out of 10		6 out of 9

EMO Performance History (Through 11/30/23)

 

Average Annual Total Returns		1 Year		3 Years		5 Years		10 Years
EMO (Acquiring Fund) NAV		15.15%		39.42%		1.55%		-3.09%
Alerian MLP Index		23.29%		34.51%		10.33%		2.29%
Lipper Category Average – Energy MLP Closed-End Funds		6.13%		27.93%		-0.67%		-3.89%
Lipper Category & Ranking – Energy MLP Closed-End Funds		1 out of 10		1 out of 10		6 out of 10		5 out of 9

 

9

Q. How will the Mergers affect fees and expenses?

A. For CTR, assuming the Merger had occurred on November 30, 2023 and assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, the combined Fund would have (i) a total annual fund operating expense ratio for its shares of common stock that is lower than that of the corresponding shares of common stock of the CTR prior to the Merger, and (ii) a net annual fund operating expense ratio (i.e., the annual fund operating expense ratio after waivers and reimbursements under a contractual expense limitation agreement) for its shares of common stock that is lower than that of the corresponding shares of common stock of CTR prior to the Merger.

 

•

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, as of November 30, 2023, CTR would have had a total expense ratio of 4.20% of net assets before including income tax expenses and 9.31% of net assets when including income tax expenses (“Adjusted CTR Total Expense Ratio”). The Adjusted CTR Total Expense Ratio accounts for both the current voluntary five basis point (0.05%) fee waiver and the proposed five basis point (0.05%) fee waiver related to the Merger. It is anticipated that CTR’s stockholders’ total expense ratio will decline by 0.39% when excluding income tax expenses and 1.90% when including income tax expenses from the Adjusted CTR Total Expense Ratio following the consummation of its Merger.

For CEM, assuming the Merger had occurred on November 30, 2023 and assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, the combined Fund would have (i) a total annual fund operating expense ratio for its shares of common stock that is lower than that of the corresponding shares of common stock of the CEM prior to the Merger, and (ii) a net annual fund operating expense ratio (i.e., the annual fund operating expense ratio after waivers and reimbursements under a contractual expense limitation agreement) for its shares of common stock that is lower than that of the corresponding shares of common stock of CEM prior to the Merger.

 

•

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, as of November 30, 2023, CEM would have had a total expense ratio of 4.07% of net assets before including income tax expenses and 9.97% of net assets when including income tax expenses (“Adjusted CEM Total Expense Ratio”). The Adjusted CEM Total Expense Ratio accounts for both the current voluntary five basis point (0.05%) fee waiver and the proposed five basis point (0.05%) fee waiver related to the Merger. It is anticipated that CEM’s stockholders’ total expense ratio will decline by 0.26% when excluding income tax expenses and 2.56% when including income tax expenses from the Adjusted CEM Total Expense Ratio following the consummation of its Merger.

For EMO, assuming the Mergers have occurred on November 30, 2023 and assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, the combined Fund would have (i) a total annual fund operating expense ratio for its shares of common stock that is lower than that of the corresponding shares of common stock of the EMO prior to the Merger, and (ii) a net annual fund operating expense ratio (i.e., the annual fund operating expense ratio after waivers and reimbursements under a contractual expense limitation agreement) for its shares of common stock that is lower than that of the corresponding shares of common stock of EMO prior to the Mergers.

 

•

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, as of November 30, 2023, EMO would have had a total expense ratio of 4.16% of net assets before including income tax expenses and 4.23% of net assets when including income tax expenses (“Adjusted EMO Total Expense Ratio”). The Adjusted EMO Total Expense Ratio accounts for both the current voluntary five basis point (0.05%) fee waiver and the proposed five basis point (0.05%) fee waiver related to the Mergers. It is anticipated that EMO’s stockholders’ total expense ratio will decline by 0.35% when excluding income tax expenses and increase by

 

10

3.18% when including income tax expenses from the Adjusted EMO Total Expense Ratio following the consummation of the Mergers.

The above analysis related to fees and expenses assumes that both Mergers are approved by each Target Fund’s stockholders. Other outcomes may occur if only one of the Mergers is approved. Each Fund is taxed as a regular “C” corporation and therefore must accrue current and deferred federal and state income taxes. An estimate of current and deferred income tax expenses is dependent upon a Fund’s net investment income and realized and unrealized gains on investments, and such expense may vary greatly from year to year depending on the nature and performance of the Fund’s investments, general market conditions, trading activity by the Fund’s portfolio management and availability of net operating loss and capital loss carryovers. Therefore, any estimate of current and deferred income tax expenses cannot be reliably predicted from year to year, and the ratios disclosed above reflect only amounts as of November 30, 2023.

EMO will be the accounting survivor following the Mergers.

Each Fund currently pays an investment management fee to FTFA, calculated daily and paid monthly, at an annual rate of 1.00% of its average daily Managed Assets. “Managed Assets” means net assets plus the amount of any borrowings and assets attributable to any Preferred Stock that may be outstanding.

Q.  What impact will the Mergers have on leverage levels?

A.  The amount of leverage as a percentage of total assets following the Mergers is not expected to significantly change from that of each Fund’s standalone leverage levels. The table below illustrates the leverage of each Fund on a standalone basis, a pro forma combined Fund basis and a pro forma combined Fund basis assuming a fully subscribed tender offer.

 

Leverage		CTR				CEM				EMO				Pro Forma Combined Fund1				Pro Forma Combined Fund Post Tender Offer2
Line of Credit			19.51	%			18.26	%			20.20	%			21.24	%			12.43	%
Fixed Rate Notes			4.03	%			5.31	%			2.99	%			3.35	%			6.69	%
Preferred Shares			5.04	%			6.78	%			7.28	%			5.46	%			10.93	%
Total			28.58	%			30.35	%			30.47	%			30.05	%			30.05	%

1	Reflects note maturities and mandatory redemptions of preferred shares prior to the Mergers.

2	Assumes the tender offers are funded prior to the Mergers.

 

11

Q. What are the Funds’ net operating loss and capital loss carryovers?

A. As of November 30, 2023, the Funds are entitled to net operating loss and capital loss carryovers for federal income tax purposes in the amounts set forth below. Net operating loss and capital loss carryovers are favorable tax assets that can be used by a Fund to offset income and gains in future taxable periods. As a result of the Mergers, the annual utilization of the net operating loss and capital loss carryovers are expected to be substantially limited for all Funds, and the expiration date accelerated by one year for CTR and CEM. For more information related to net operating loss and capital loss carryovers, please see “Proposals 1.A, 1.B, 2.A and 2.B—Information About the Proposed Mergers—Federal Income Tax Consequences” later in the Proxy Statement/Prospectus.

 

CTR (as of 11/30/23)

CEM (as of 11/30/23)

EMO (as of 11/30/23)

EMO (pro forma)

Amount of Net Operating Loss Carryover

Fiscal Year of Expiration

Amount of Net Operating Loss Carryover

Fiscal Year of Expiration

Amount of Net Operating Loss Carryover

Fiscal Year of Expiration

Amount of Net Operating Loss Carryover

Fiscal Year of Expiration

$ 0

N/A

$ 0

N/A

$ 27,933,344

11/30/2037

$ 27,933,344

11/30/2037

$ 10,152,759

Unlimited

$ 10,152,759

Unlimited

CTR (as of 11/30/23)

CEM (as of 11/30/23)

EMO (as of 11/30/23)

EMO (pro forma)

Amount of Capital Loss Carryover

Fiscal Year of Expiration

Amount of Capital Loss Carryover

Fiscal Year of Expiration

Amount of Capital Loss Carryover

Fiscal Year of Expiration

Amount of Capital Loss Carryover

Fiscal Year of Expiration

$ 85,861,201

11/30/2025

$ 113,559,058

11/30/2025

$ 212,202,420

11/30/2025

$ 8,714,497

11/30/2024

$ 9,318,530

11/30/2025

Note: EMO (pro forma) amounts reflect tax loss carryovers available post-mergers as adjusted for estimated forfeitures from limitations imposed under Section 382 of the Code (as defined below).

Q. Will I have to pay any taxes as a result of the Mergers?

A. Each Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming that each Merger qualifies for such treatment, you generally will not recognize a gain or loss for federal income tax purposes as a result of the Merger. Target Fund stockholders may, however, recognize gain or loss with respect to any cash those stockholders receive pursuant to a Merger in lieu of fractional shares. As a condition to the closing of the Mergers, each Fund will receive an opinion of counsel to the effect that each Merger will qualify for such treatment. Opinions of counsel are not binding on the Internal Revenue Service or the courts. You should talk to your tax advisor about any state, local and other tax consequences of the Mergers. See “Proposals 1.A, 1.B, 2.A and 2.B—Information About the Proposed Mergers—Federal Income Tax Consequences.”

Q. Who will pay for the Mergers?

A. The costs of the Mergers, including the costs of preparing, printing, assembling and mailing material in connection with this solicitation of proxies are estimated to be approximately $373,596 for CTR, $439,924 for CEM and $387,200 for EMO. The costs related to the redemption of CTR’s MRPS and CEM’s MRPS are also included in the estimated costs of the Mergers.

The Funds will bear the costs of their respective Merger. However, if either Merger is approved, FTFA will institute a five basis point (0.05%) fee waiver of the combined Fund’s management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses. This fee waiver will be in addition to the voluntary five basis point (0.05%) fee waiver that is currently in effect for EMO. The Merger-related expenses should also be offset by the per year operating cost savings. In the event that either CTR or CEM does not merge with and into EMO, or the Mergers are not consummated at all, each of CTR, CEM and EMO would

 

12

bear its related expenses of the Mergers. Each Fund will pay for the direct costs in connection with the applicable Fund’s Merger. However, costs impacting all three Funds that cannot be categorized as direct costs will be allocated across the Funds based on the assets under management of each Fund.

Q. How does the Board of each Fund recommend that I vote on the Mergers?

A. After careful consideration, CTR’s Board, including all of its Independent Directors, unanimously recommend that you vote FOR its Merger.

After careful consideration, CEM’s Board, including all of its Independent Directors, unanimously recommend that you vote FOR its Merger.

After careful consideration, EMO’s Board, including all of the Independent Directors, unanimously recommend that you vote FOR the Mergers.

Q. What will happen if the Mergers are not approved?

A. Neither Merger is contingent upon the approval of the other Merger. If only one Merger is approved, that Merger will be consummated. If one or both Mergers are not approved, CTR, CEM and EMO (as applicable) will continue as separate investment companies, and each Board will consider such alternatives as it determines to be in the best interests of that Fund’s stockholders, including re-proposing one or both Mergers, as applicable.

Q. When are the Mergers expected to happen?

A. If each Fund’s stockholders approve the Mergers at the Meeting on May 17, 2024 (without the need to adjourn to solicit additional votes) and all other conditions to closing are satisfied (or waived), the Mergers are expected to take effect on or about August 19, 2024, or such other date as the parties may agree.

Q. Will my vote make a difference?

A. Your vote is very important and can make a difference in the governance of each Fund, no matter how many shares you own. Your vote can help ensure that the Proposals recommended by the Board of each Fund can be implemented. We encourage all stockholders to participate in the governance of the Funds.

Q. Whom do I call if I have questions?

A. If you need more information, or have any questions about voting, please call Georgeson LLC, the proxy solicitor, at (888) 867-6963.

Q. How do I vote my shares?

A. You can provide voting instructions by telephone by calling the toll-free number on the enclosed proxy card or electronically by going to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide. Alternatively, you can authorize a proxy to vote your shares by signing and dating the enclosed proxy card and mailing it in the enclosed postage-paid envelope. Proxy cards need to be received by Georgeson LLC by the morning of May 17, 2024, prior to the polls closing, in order to be counted.

A stockholder may revoke a proxy at any time on or before the Meeting by (1) submitting to the applicable Fund a subsequently dated proxy, (2) delivering to the applicable Fund a written notice of revocation (addressed to the Secretary at the principal executive office of the Funds at the address shown at the beginning of

 

13

this Proxy Statement/Prospectus) or (3) otherwise giving notice of revocation at the Meeting, at all times prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, for approval of the Proposals.

You may also attend the Meeting and vote in person. However, even if you intend to attend the Meeting, we encourage you to provide voting instructions by one of the methods described above. It is important that you vote promptly.

 

14

CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM TOTAL RETURN FUND INC.

620 Eighth Avenue, 47^th Floor

New York, New York 10018

 

 

NOTICE OF A JOINT SPECIAL MEETING OF STOCKHOLDERS

 

 

To the Stockholders:

A Joint Special Meeting of Stockholders (the “Meeting”) of ClearBridge MLP and Midstream Total Return Fund Inc. (“CTR”), ClearBridge MLP and Midstream Fund Inc. (“CEM”) and ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO” and together with CTR and CEM, the “Funds”), each a Maryland corporation registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), will be held at 280 Park Avenue, New York, New York, on Friday, May 17, 2024 at 10:00 a.m., Eastern Time, for the purposes of considering and voting on the following proposals (each a “Proposal,” and collectively, the “Proposals”):

 

Proposal 1.A:		For stockholders of CTR, the approval of the merger of CTR with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CTR and EMO; and
Proposal 1.B:		For stockholders of CEM, the approval of the merger of CEM with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CEM and EMO.
Proposal 2.A:		For stockholders of EMO, the approval of the merger of CTR with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CTR and EMO; and
Proposal 2.B:		For stockholders of EMO, the approval of the merger of CEM with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CEM and EMO.

Pursuant to Maryland law, only the matters set forth in this Notice of Special Meeting may be brought before the Meeting.

The Board of each Fund recommends that you vote “FOR” the Proposals upon which you are entitled to vote.

Stockholders of record of each Fund at the close of business on March 22, 2024 are entitled to vote at the Meeting and at any adjournments or postponements thereof on those matters relating to such Fund.

 

		By order of the Board of Directors,   Marc A. De Oliveira Secretary   ClearBridge Energy Midstream Opportunity Fund Inc. ClearBridge MLP and Midstream Fund Inc. ClearBridge MLP and Midstream Total Return Fund Inc.

   , 2024

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds involved in validating your vote if you fail to sign your proxy card properly.

1.  Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

2.  Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.

3.  All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

 

Registration		Valid Signature
Corporate Accounts
(1) ABC Corp.		ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp.		John Doe, Treasurer
(3) ABC Corp., c/o John Doe, Treasurer		John Doe
(4) ABC Corp. Profit Sharing Plan		John Doe, Trustee
Trust Accounts
(1) ABC Trust		Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78		Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA		John B. Smith
(2) John B. Smith		John B. Smith, Jr., Executor

 

The information contained in this Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Proxy Statement/Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED APRIL 5, 2024

PROXY STATEMENT/PROSPECTUS

   , 2024

PROXY STATEMENT FOR:

CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

CLEARBRIDGE MLP AND MIDSTREAM TOTAL RETURN FUND INC.

620 Eighth Avenue, 47th Floor

New York, New York 10018

888-777-0102

PROSPECTUS FOR:

CLEARBRIDGE ENERGY MIDSTREAM OPPORTUNITY FUND INC.

620 Eighth Avenue, 47th Floor

New York, New York 10018

888-777-0102

This combined Proxy Statement and Prospectus (the “Proxy Statement/Prospectus”) is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ClearBridge MLP and Midstream Total Return Fund Inc. (“CTR”), ClearBridge MLP and Midstream Fund Inc. (“CEM”) and ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO” and together with CTR and CEM, the “Funds”), each a Maryland corporation registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), for a Joint Special Meeting of Stockholders (the “Meeting”) for each Fund. The Meeting will be held Friday, May 17, 2024 at 10:00 a.m., Eastern Time at 280 Park Avenue, New York, New York 10017. At the Meeting, stockholders of the Funds will be asked to consider and act upon separate proposals (“Proposals 1.A, 1.B, 2.A and 2.B”) regarding approval of the mergers of each of CTR and CEM (each a “Target Fund” and collectively, the “Target Funds”) with and into EMO in accordance with the Maryland General Corporation Law (each a “Merger” and collectively, the “Mergers”), as described below:

 

Proposal 1.A:		For stockholders of CTR, the approval of the merger of CTR with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CTR and EMO; and
Proposal 1.B:		For stockholders of CEM, the approval of the merger of CEM with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CEM and EMO.
Proposal 2.A:		For stockholders of EMO, the approval of the merger of CTR with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CTR and EMO; and
Proposal 2.B:		For stockholders of EMO, the approval of the merger of CEM with and into EMO in accordance with the Maryland General Corporation Law and pursuant to an Agreement and Plan of Merger between CEM and EMO.

Pursuant to Maryland law, only the matters set forth in this Notice of Special Meeting may be brought before the Meeting.

If each Merger is approved, each share of common stock, par value $0.001 per share, of each Target Fund (respectively, the “CTR Common Shares” and the “CEM Common Shares,” and collectively, the “Target Fund Common Shares”) would convert into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock, par value $0.001 per share, of EMO (the “EMO Common Shares” and together with the Target Fund Common Shares, the “Common Shares”), based on the net asset value of each Fund’s shares of common stock outstanding as of the close of trading on the New York Stock Exchange (“NYSE”) on the business day immediately prior to the closing time of each respective Merger. EMO will not issue fractional EMO Common Shares to holders of Target Fund Common Shares. In lieu of issuing fractional shares, EMO will pay cash to each former holder of Target Fund Common Shares in an amount equal to the value of the fractional EMO Common Shares that the investor would otherwise have received in the applicable Merger. Although the EMO Common Shares received in each Merger will have the same total net asset value (“NAV”) as the Target Fund Common Shares held immediately before the Mergers (disregarding fractional shares), their stock price on the NYSE may be greater or less than that of the Target Fund Common Shares, based on current market prices existing at the time of the Mergers. All EMO Common Shares currently issued and outstanding will remain issued and outstanding following the Mergers.

In addition, each of the Funds has series of preferred stock outstanding: Mandatory Redeemable Preferred Stock (“MRPS”). As a result of each Merger, EMO will issue and deliver to each of the Target Fund’s MRPS holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference (of $35 per share) and terms as CTR’s Series E MRPS (the “CTR MRPS”) and CEM’s Series I, Series J, Series K, Series L and Series M MRPS (the “CEM MRPS”), respectively, issued and outstanding immediately before the date of the Merger. EMO will issue a corresponding number of newly issued shares of EMO’s MRPS so that the aggregate liquidation preference for the replaced CTR MRPS and the replaced CEM MRPS remains the same. EMO will also amend its MRPS that are outstanding prior to the closing of the Mergers to align the voting rights of all of EMO’s outstanding preferred stock so that each preferred stockholder will have one vote for every $35 of liquidation preference following the Mergers. EMO’s currently outstanding MRPS are Series I³, Series J, Series K⁴ and Series L MRPS (the “EMO MRPS”). No fractional MRPS will be issued to Target Fund holders as a result of the Mergers. If issuing new EMO MRPS with the same aggregate liquidation preference and terms of the Target Funds’ MRPS results in fractional shares, EMO will round up to the next whole share. The accrual for CTR’s MRPS and CEM’s MRPS with respect to any accrued and unpaid dividends as of date of the Mergers would be assumed by EMO and would apply and be payable on an equivalent share-for-share basis and on the same dividend payment schedule to avoid any disruption to MRPS holders. Any remaining deferred costs associated with the original issuance of CTR’s MRPS and CEM’s MRPS as of the date of the Mergers will be assumed by EMO. Following the Mergers, EMO will have shares of common stock and MRPS outstanding.

On December 26, 2023, the Funds announced that each Fund had entered into an agreement, severally and not jointly, with Saba Capital Management, L.P. (“Saba”) and certain associated parties (the “Settlement Agreement”). The Settlement Agreement was approved by each Fund’s Board at a meeting held on December 20, 2023. Under the Settlement Agreement, each Fund agreed to conduct a tender offer for up to 50% of such Fund’s outstanding Common Shares at a price per share equal to 100% of the Fund’s net asset value as of the business day immediately following the expiration date of the tender offer. The tender offers are not contingent upon the successful completion of the Mergers. Proceeds from a Fund’s tender offer will be paid prior to the closing of any Merger. Also, under the Settlement Agreement, Saba has agreed to cause all shares it or the Saba Entities (as defined in the Settlement Agreement) beneficially own as of the record date for the Meeting to

 

³ The mandatory redemption date for the Series I EMO MRPS is July 23, 2024. If the Mergers close after July 23, 2024, the Series I EMO MRPS will no longer be outstanding.

⁴ The mandatory redemption date for the Series K EMO MRPS is August 7, 2024. If the Mergers close after August 7, 2024, the Series K EMO MRPS will no longer be outstanding.

 

ii

be counted as present for purposes of a quorum and to vote or cause to be voted at the Meeting such shares in favor of the Mergers.

The Board of each Fund believes that the Mergers are in the best interests of stockholders and of each Fund. The Funds have substantially similar investment objectives, policies and strategies. The Mergers will result in more streamlined product offerings, allowing for more focused marketing and stockholder servicing efforts. The Board of each Fund notes that each Fund’s asset base will decrease prior to the Mergers due to the scheduled tender offers, and the scheduled tender offers may also impact market price trading. As such, the combined Fund will likely benefit from economies of scale, as one set of fixed expenses would be spread over a larger asset base, as well as from enhanced market liquidity and may experience improved market price trading relative to net asset value. At a meeting held on January 25, 2024, the Board of Directors of each Fund, including all of the Directors who are not “interested persons” of the Funds under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”), unanimously approved an Agreement and Plan of Merger with respect to both Funds.

CTR was incorporated in Maryland on April 10, 2012; CEM was incorporated in Maryland on March 31, 2010; and EMO was incorporated in Maryland on April 5, 2011. Each Fund is a closed-end, non-diversified management investment company. The common stock of each Fund is listed on the NYSE.

Comparison of Investment Objectives

 

		ClearBridge MLP and Total Return Fund Inc. (CTR)		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)
Investment Objective(s)		CTR’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation.		CEM’s investment objective is to provide a high level of total return with an emphasis on cash distribution.		EMO’s investment objective is to provide long-term investors a high level of total return with an emphasis on cash distributions.

Please see “Comparison of Investment Objectives, Principal Investment Strategies, and Principal Risks” in the Proxy Statement/Prospectus for a more complete comparison of the Funds’ investment objectives and policies.

Each Merger will be effected pursuant to an Agreement and Plan of Merger, a form of which is attached to this Proxy Statement/Prospectus as Appendix A. The material terms and conditions of each Agreement and Plan of Merger are summarized in this Proxy Statement/Prospectus. See “Proposals 1.A, 1.B, 2.A and 2.B—Information About the Proposed Mergers—Each Agreement and Plan of Merger.”

This Proxy Statement/Prospectus serves as a prospectus for EMO Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the issuance of EMO Common Shares in the Mergers.

Assuming the stockholders of Target Funds approve each Merger and all other conditions to the consummation of the Mergers are satisfied or waived, the Funds will jointly file articles of merger (the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) with respect to each Merger. Each Merger will become effective when the SDAT accepts for record the Articles of Merger or at such later time, which may not exceed 30 days after the Articles of Merger are accepted for record, as specified in the Articles of Merger. The date when the Articles of Merger are accepted for record, or the later date, is referred to in this Proxy Statement/Prospectus as the “Closing Date.” Each Target Fund, as soon as practicable after the Closing Date, will withdraw its registration under the 1940 Act.

Each Merger is being structured as a reorganization within the meaning of Section 368(a) of the Code. See “Proposals 1.A, 1.B, 2.A and 2.B— Information About the Proposed Mergers—Federal Income Tax Consequences.” Stockholders should consult their tax advisors to determine the actual impact of the applicable Merger on them in light of their individual tax circumstances.

 

iii

The Mergers will be accounted for as an asset acquisition as detailed in Accounting Standards Codification (“ASC”) 805-50, Business Combinations – Related Issues. Under ASC 805-50, EMO will measure the assets acquired and liabilities assumed based on the cost to EMO, which includes the fair value of the consideration paid and any direct transaction costs, and will not give rise to goodwill. For financial reporting purposes, the historical cost basis of the investments received from each Target Fund will be carried forward to align ongoing reporting of the realized and unrealized gains and losses of EMO with amounts distributable to stockholders for tax purposes. There is no anticipated day one gain or loss as a result of the Mergers.

You should retain this Proxy Statement/Prospectus for future reference as it sets forth concisely information about CTR, CEM and EMO that you should know before voting on the Proposals described below.

A Statement of Additional Information (“SAI”) dated  , 2024, which contains additional information about the Mergers and the Funds, has been filed with the Securities and Exchange Commission (“SEC”). The SAI, as well as CTR’s Semi-Annual Report to Stockholders for the Six-Month Period Ended May 31, 2023, filed on July 28, 2023 (accession no. 0001193125-23-197455) and Annual Report to Stockholders for the Fiscal Year Ended November 30, 2023, filed on January 24, 2024 (accession no. 0001193125-24-013982), CEM’s Semi-Annual Report to Stockholders for the Six-Month Period Ended May  31, 2023 (accession no. 0001193125-23-272465) and Annual Report to Stockholders for the Fiscal Year Ended November 30, 2023, filed on January 24, 2024 (accession no. 0001193125-24-013971), and EMO’s Semi-Annual Report to Stockholders for the Six-Month Period Ended May 31, 2023, filed on July 28, 2023 (accession no. 0001193125-23-197464) and Annual Report to Stockholders for the Fiscal Year Ended November 30, 2023, filed on January 24, 2024 (accession no. 001193125-24-013968) which highlight certain important information such as investment performance and expense and financial information, are incorporated by reference into this Proxy Statement/Prospectus. In addition, stockholder reports, proxy materials and other information concerning CTR (File No. 811-22693), CEM (File No. 811-22405) and EMO (File No. 811-22546) can be inspected at the NYSE. You may receive free of charge a copy of the SAI, or the annual report and semi-annual report for a Fund, by contacting CTR, CEM or EMO at 888-777-0102, by writing either Fund at the address listed above or by visiting our website at www.franklintempleton.com.

In addition, you can copy and review this Proxy Statement/Prospectus and the complete filing on Form N-14 containing the Proxy Statement/Prospectus (File No. 333-276731) and any of the above-referenced documents at the SEC’s Public Reference Room in Washington, DC. You may obtain information about the operation of the Public Reference Room by calling the SEC at 202-551-8090. Reports and other information about each Fund are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. You may also obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected], or by writing the SEC’s Public Reference Room, 100 F Street, N.E., Washington, DC 20549.

CTR’s Common Shares are listed on the NYSE under the symbol “CTR,” CEM’s Common Shares are listed on the NYSE under the symbol “CEM” and the EMO Common Shares are listed on the NYSE under the symbol “EMO.” If the Merger between either Target Fund and EMO is effected, or if both Mergers are effected, EMO will retain its ticker symbol “EMO.”

The information contained herein concerning CTR, CEM and EMO has been provided by, and is included herein in reliance upon, CTR, CEM and EMO, respectively.

The Securities and Exchange Commission has not approved or disapproved these securities nor passed upon the accuracy or adequacy of this Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

 

iv

TABLE OF CONTENTS

 

		Page
PROPOSALS 1.A, 1.B, 2.A and 2.B—TO APPROVE THE MERGERS OF CTR AND CEM WITH AND INTO EMO IN ACCORDANCE WITH THE MARYLAND GENERAL CORPORATION LAW			1
Summary			1
Proposed Mergers			1
Comparison of Investment Objectives, Principal Investment Strategies and Principal Risks			3
Effect on Expenses			4
Fee Table and Expense Example			4
Comparison of Investment Objectives, Strategies and Principal Risks of Investing in the Funds			8
Risk Factors			31
Information About the Proposed Mergers			50
The Agreement and Plan of Merger			50
Reasons for the Mergers and Board Considerations			52
Federal Income Tax Consequences			56
PORTFOLIO SECURITIES			62
INFORMATION ABOUT MANAGEMENT OF THE FUNDS			62
Information About Directors and Officers			62
Security Ownership of Management			67
Director Compensation			67
Responsibilities of the Board of CTR, CEM and EMO			68
Audit Committee			69
Nominating Committee			70
Pricing and Valuation Committee			71
Compensation Committee			71
Officers			71
Section 16(a) Beneficial Ownership Reporting Compliance			73
Investment Manager and Sub-Advisers			73
Codes of Ethics			75
Proxy Voting Policies			75
Investment Professionals of the Funds			76
ADDITIONAL INFORMATION ABOUT THE FUNDS			80
NET ASSET VALUE, MARKET PRICE AND PREMIUM/DISCOUNT			80
CAPITALIZATION			82
PORTFOLIO COMPOSITION			83
PORTFOLIO TRANSACTIONS			83
DIVIDENDS AND DISTRIBUTIONS			84
Distributions			84
EMO Dividend Reinvestment Plan			84
FINANCIAL HIGHLIGHTS/SENIOR SECURITIES			88
TAXATION			88
Taxation of EMO			90
MLP Equity Securities			90
U.S. Holders			91
Non-U.S. Holders			92
Additional Withholding Requirements			95
Medicare Tax on Net Investment Income			95
Investment by Tax-Exempt Investors			95
Other Taxation			95

 

v

		Page
NET ASSET VALUE			96
DESCRIPTION OF THE FUNDS’ SECURITIES			96
5% BENEFICIAL OWNERSHIP (EMO)			109
5% BENEFICIAL OWNERSHIP (CTR)			109
5% BENEFICIAL OWNERSHIP (CEM)			109
VOTING INFORMATION			110
Adjournments and Postponements			112
OTHER BUSINESS			112
APPRAISAL RIGHTS			112
EXPENSES OF PROXY SOLICITATION			114
INDEX OF APPENDICES			115
Appendix A Form of Agreement and Plan Of Merger			A-1
Appendix B  Description of Moody’s and S&P Ratings			B-1
Appendix C  Franklin Templeton Fund Adviser, LLC Proxy Voting Policy			C-1
Appendix D ClearBridge Investments, LLC Proxy Voting Policy and Procedures			D-1
Appendix E  §3-201-3-213 of the MGCL			E-1

 

vi

PROPOSALS 1.A, 1.B, 2.A AND 2.B—TO APPROVE THE MERGERS OF CTR AND CEM WITH AND INTO EMO IN ACCORDANCE WITH THE MARYLAND GENERAL CORPORATION LAW

Summary

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus and each Agreement and Plan of Merger, a form of which is attached to this Proxy Statement/Prospectus as Appendix A.

Proposed Mergers

The Board of each Fund believes that each Merger is in the best interests of stockholders of each Fund. The Target Funds and EMO have substantially similar investment objectives and substantially similar policies and strategies, which will allow Target Fund stockholders to continue to have exposure to energy MLP and midstream entities. The Board of each Fund notes that each Fund’s asset base will decrease prior to the Mergers due to the scheduled tender offers, and the scheduled tender offers may also impact market price trading. As such, the combined Fund will likely benefit from economies of scale, as one set of fixed expenses would be spread over a larger asset base, as well as from enhanced market liquidity and a more streamlined product offering. Furthermore, each Merger will result in more streamlined product offerings, allowing for more focused marketing and stockholder servicing efforts.

At a meeting held on January 25, 2024, the Boards of CTR, CEM and EMO, including all of the Independent Directors, unanimously approved the Agreement and Plan of Merger with respect to each Merger. As a result of the Mergers:

 

•

each Target Fund Common Share will convert into an equivalent dollar amount (to the nearest $0.001) of whole EMO Common Shares, based on the net asset value of the applicable Target Fund’s Common Shares as of the close of trading on the NYSE on the business day immediately prior to the closing time of each respective Merger;

 

•

each holder of Target Fund Common Shares will become a holder of EMO Common Shares and will receive, on the Closing Date, that number of EMO Common Shares having an aggregate net asset value (disregarding fractional shares) equal to the aggregate net asset value of such stockholder’s Target Fund Common Shares as of the close of business on the business day preceding the Closing Date;

 

•

EMO will not issue any fractional EMO Common Shares to Target Fund stockholders. In lieu thereof, EMO will pay cash to each former holder of Target Fund Common Shares in an amount equal to the value of the fractional EMO Common Shares that the investor would otherwise have received in the Merger; and

 

•

EMO would issue and deliver to each of the Target Fund’s MRPS holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference and terms as CTR’s Series E MRPS (the “CTR MRPS”) and CEM’s Series I, Series J, Series K, Series L and Series M MRPS (the “CEM MRPS”), respectively, issued and outstanding immediately before the date of the Merger. The liquidation preference per share for the newly issued EMO MRPS will be $35 per share. EMO will issue a corresponding number of newly issued shares of EMO’s MRPS so that the aggregate liquidation preference for the replaced CTR MRPS and the replaced CEM MRPS remains the same. EMO will also amend its currently outstanding Series I5, Series J, Series K6 and Series L MRPS (the “EMO

 

⁵ The mandatory redemption date for the Series I EMO MRPS is July 23, 2024. If the Mergers close after July 23, 2024, the Series I EMO MRPS will no longer be outstanding.

⁶ The mandatory redemption date for the Series K EMO MRPS is August 7, 2024. If the Mergers close after August 7, 2024, the Series K EMO MRPS will no longer be outstanding.

MRPS”) so that each will have a liquidation preference per share of $35 following the completion of the Mergers. No fractional MRPS will be issued to the Target Funds’ MRPS holders as a result of the Mergers. If issuing new EMO MRPS with the same aggregate liquidation preference and terms of the Target Funds’ MRPS results in fractional shares, EMO will round up to the next whole share. The accrual for CTR’s MRPS and CEM’s MRPS with respect to any accrued and unpaid dividends as of date of the Mergers would be assumed by EMO and would apply and be payable on an equivalent share-for-share basis and on the same dividend payment schedule to avoid any disruption to MRPS holders. Any remaining deferred costs associated with the original issuance of CTR’s MRPS and CEM’s MRPS as of the date of the Mergers will be assumed by EMO. Following the Mergers, EMO will have shares of common stock and MRPS outstanding.

Additionally, if either Merger is approved, EMO will institute a five basis point (0.05%) fee waiver of the investment management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses. This fee waiver will be in addition to the voluntary five basis point (0.05%) fee waiver that is currently in effect for EMO.

Neither Merger is contingent upon the approval of the other Merger. If only one Merger is approved, that Merger will be consummated. If one or both Mergers is not approved, the applicable Funds will continue as separate investment companies, and each Board will consider such alternatives as it determines to be in the best interests of Fund stockholders, including re-proposing one or both Mergers, as applicable.

For the reasons set forth below in “Information About the Proposed Mergers-Reasons for the Mergers and Board Considerations,” the Boards of CTR, CEM and EMO, including all of the Independent Directors, have concluded that each Merger would be in the best interests of the applicable Funds, and that the interests of the holders of Target Fund Common Shares and EMO Common Shares would not be diluted as a result of the Mergers. The Board of each Fund, therefore, is hereby submitting Proposals 1.A, 1.B, 2.A and 2.B to the stockholders of the respective Target Fund and EMO and recommends that stockholders of CTR, CEM and EMO vote “FOR” the applicable Merger(s).

Each Merger was approved by the Board of each Fund. Because the Merger of CTR into EMO has been approved by at least 75% of CTR’s “Continuing Directors,” as that term is defined in CTR’s charter, approval of the Merger requires the affirmative vote of a majority of votes entitled to be cast by holders of CTR Common Shares and holders of preferred stock of CTR (“CTR Preferred Shares”) (voting together as a single class). Additionally, because the Merger of CEM into EMO has been approved by at least 75% of CEM’s “Continuing Directors,” as that term is defined in CEM’s charter, approval of the Merger requires the affirmative vote of a majority of votes entitled to be cast by holders of CEM Common Shares and holders of preferred stock of CEM (“CEM Preferred Shares” and together with the CTR Preferred Shares, the “Target Fund Preferred Shares”) (voting together as a single class). Similarly, because the Merger has been approved by at least 75% of EMO’s “Continuing Directors” (as that term is defined in EMO’s charter), approval of each Merger requires the affirmative vote of a majority of votes entitled to be cast by holders of EMO Common Shares and holders of EMO preferred stock (“EMO Preferred Shares”) (voting together as a single class). See “Voting Information” below. Additionally, the Target Funds’ MRPS holders will be asked to provide written consents in connection with the Mergers. If each Fund’s stockholders approve the Mergers at the Meeting on May 17, 2024 (without the need to adjourn to solicit additional votes) and all other conditions to closing are satisfied (or waived), the Mergers are expected to take effect on or about August 19, 2024, or such other date as the parties may agree.

Each Fund has previously announced that it plans to commence a tender offer at a later date that will expire in June 2024. Each tender offer will obligate the applicable Fund to pay the related cash proceeds of up to 50% of its net asset value as of the business day immediately following the expiration date of the tender offer. Proceeds from a Fund’s tender offer will be paid prior to the closing of any Merger.

Prior to completion of the Mergers, each Fund will receive an opinion of Simpson Thacher & Bartlett LLP to the effect that the applicable Merger will qualify as a reorganization within the meaning of Section 368(a) of

 

2

the Code. Accordingly, for federal income tax purposes, (i) no gain or loss will generally be recognized by each Target Fund (except for consequences regularly attributable to a termination of its taxable year) or the holders of Target Fund Common Shares (other than any gain or loss recognized with respect to cash such holders receive pursuant to a Merger in lieu of fractional shares), CTR MRPS or CEM MRPS as a result of the Mergers, (ii) the aggregate tax basis of the EMO Common Shares (including fractional EMO Common Shares purchased by EMO) received by the holders of Target Fund Common Shares will be the same as the aggregate tax basis of the holders’ Target Fund Common Shares immediately prior to the completion of the applicable Merger, (iii) the aggregate tax basis of the EMO MRPS received by the holders of CTR MRPS or CEM MRPS will be the same as the aggregate tax basis of the holders’ CTR MRPS or CEM MRPS, as the case may be, immediately prior to the completion of the applicable Merger, (iv) a holder’s holding period for EMO Common Shares received pursuant to a Merger (including that of fractional EMO Common Shares purchased by EMO) will be determined by including the period for which such stockholder held Target Fund Common Shares converted pursuant to the Merger, provided that such shares were held by such stockholder as capital assets and (v) a holder’s holding period for EMO MRPS received pursuant to a Merger will be determined by including the period for which such stockholder held CTR MRPS or CEM MRPS, as the case may be, converted pursuant to the Merger, provided that such CTR MRPS or CEM MRPS were held by such stockholder as capital assets. For more information about the federal income tax consequences of the Mergers, see “Information about the Proposed Mergers—Federal Income Tax Consequences” below.

Comparison of Investment Objectives, Principal Investment Strategies and Principal Risks

CTR’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation. CEM’s investment objective is to provide a high level of total return with an emphasis on cash distribution. EMO’s investment objective is to provide long-term investors a high level of total return with an emphasis on cash distributions.

Under normal market conditions, CTR invests at least 80% of its Managed Assets in energy MLPs and energy midstream entities. The Fund considers an entity to be an energy entity if it is engaged in the business of exploring, developing, producing, gathering, fractionating, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal. 20% of CTR’s total assets may be invested in other securities that are not MLPs or midstream entities.

Under normal market conditions, CEM invests at least 80% of its Managed Assets in energy MLPs and energy midstream entities (the 80% policy). The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, fractionating, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal. CEM may invest up to 20% of its managed assets in other securities that are not MLPs or midstream entities.

Under normal market conditions, EMO invests at least 80% of its Managed Assets in energy midstream entities including entities structured as both partnerships and corporations. The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, transporting, processing, fractionating, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal. EMO may invest up to 20% of its Managed Assets in securities of issuers that are not energy midstream entities.

The preceding summary of the Funds’ investment objectives and certain policies should be considered in conjunction with the discussion below under “Comparison of Investment Objectives, Strategies and Principal Risks of Investing in the Funds—Investment Objectives,” “—Principal Investment Strategies,” “—Fundamental Investment Restrictions” and “—Risk Factors.”

 

3

Effect on Expenses

Each Fund currently pays an investment management fee to Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC)(“FTFA”), calculated daily and paid monthly, at an annual rate of 1.00% of its average daily Managed Assets. “Managed Assets” means net assets plus the amount of any borrowings and assets attributable to any Preferred Stock that may be outstanding. For the purposes of calculating the investment management fee for each Fund, the aggregate liquidation value of the preferred stock is not deducted in determining the Fund’s average net assets.

If either Merger is approved, EMO will institute a five basis point (0.05%) fee waiver of the investment management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses. This fee waiver will be in addition to the voluntary five basis point (0.05%) fee waiver that is currently in effect for EMO.

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, as of November 30, 2023, CTR would have had a total expense ratio of 4.20% of net assets before including income tax expenses and 9.31% of net assets when including income tax expenses (“Adjusted CTR Total Expense Ratio”). The Adjusted CTR Total Expense Ratio accounts for both the current voluntary five basis point (0.05%) fee waiver and the proposed five basis point (0.05%) fee waiver related to the Merger. It is anticipated that CTR’s stockholders’ total expense ratio will decline by 0.39% when excluding income tax expenses and 1.90% when including income tax expenses from the Adjusted CTR Total Expense Ratio following the consummation of its Merger.

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, as of November 30, 2023, CEM would have had a total expense ratio of 4.07% of net assets before including income tax expenses and 9.97% of net assets when including income tax expenses (“Adjusted CEM Total Expense Ratio”). The Adjusted CEM Total Expense Ratio accounts for both the current voluntary five basis point (0.05%) fee waiver and the proposed five basis point (0.05%) fee waiver related to the Merger. It is anticipated that CEM’s stockholders’ total expense ratio will decline by 0.26% when excluding income tax expenses and 2.56% when including income tax expenses from the Adjusted CEM Total Expense Ratio following the consummation of its Merger.

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, as of November 30, 2023, EMO would have had a total expense ratio of 4.16% of net assets before including income tax expenses and 4.23% of net assets when including income tax expenses (“Adjusted EMO Total Expense Ratio”). The Adjusted EMO Total Expense Ratio accounts for both the current voluntary five basis point (0.05%) fee waiver and the proposed five basis point (0.05%) fee waiver related to the Mergers. It is anticipated that EMO’s stockholders’ total expense ratio will decline by 0.35% when excluding income tax expenses and increase by 3.18% when including income tax expenses from the Adjusted EMO Total Expense Ratio following the consummation of the Mergers.

Each Fund is taxed as a regular “C” corporation and therefore must accrue current and deferred federal and state income taxes. An estimate of current and deferred income tax expenses is dependent upon a Fund’s net investment income and realized and unrealized gains on investments, and such expense may vary greatly from year to year depending on the nature and performance of the Fund’s investments, general market conditions, trading activity by the Fund’s portfolio management and availability of net operating loss and capital loss carryovers. Therefore, any estimate of current and deferred income tax expenses cannot be reliably predicted from year to year, and the ratios disclosed above reflect only amounts as of November 30, 2023.

Fee Table and Expense Example

The tables below show the adjusted expenses of each Fund as of November 30, 2023 and on a pro forma basis following the closing of the Mergers, in each case assuming that (i) each tender offer is fully subscribed, which reduces net assets by 50%, (ii) outstanding notes and MRPS scheduled to mature prior to the closing of the

 

4

Mergers have been repaid in full and (iii) their respective lines of credit have been paid down to maintain a consistent leverage ratio after the tender offer as each Fund had prior to the tender offer.

The estimates are based on the contracts and agreements in effect as of November 30, 2023 and reflect the operating expense accrual rates on that date, which are based on each Fund’s fiscal year to date average net assets as of November 30, 2023. Accordingly, the actual fees and expenses of each Fund and the combined Fund as of the Closing Date of the Mergers may differ from those reflected in the tables below due to changes in net assets from those at such dates. No amount of any prior fee waiver or expense reimbursement to CTR, CEM or EMO may be recovered by any person.

Changes in net assets may result from market appreciation or depreciation and other factors occurring between November 30, 2023 and the Closing Date of the Mergers. As a general matter, changes (positive or negative) in a Fund’s expense ratio resulting from fluctuations in the Fund’s net assets will be borne by the stockholders of that Fund and the combined Fund. For information concerning the net assets of each Fund as of November 30, 2023, please see “Capitalization.”

The percentages in the table below are percentages of the Funds’ net assets attributable to each Fund’s Common Shares. The below tables do not include the costs of the Mergers to be paid by the Funds. The cost of the Mergers are estimated to be approximately $373,596 for CTR (0.14% of net assets), $439,924 for CEM (0.07% of net assets) and $387,200 for EMO (0.08% of net assets).

Fee Table (both Mergers)

 

		Adjusted Pre-Merger												EMO (Pro Forma Combined Fund Post Tender Offer)
		CTR (Target Fund)				CEM (Target Fund)				EMO (Acquiring Fund)
ANNUAL EXPENSES
Management Fees(1)			1.41	%			1.49	%			1.45	%			1.46	%
Other Expenses(2)			0.71	%			0.52	%			0.64	%			0.36	%
Financing Expense			2.15	%			2.13	%			2.14	%			2.14	%(3)
Income Tax Expense(4)			5.11	%			5.90	%			0.07	%			3.60	%
Total Annual Operating Expenses			9.38	%			10.04	%			4.30	%			7.56	%
Fee waiver and/or expense reimbursements(5)			(0.07	%)			(0.07	%)			(0.07	%)			(0.15	%)
TOTAL ANNUAL EXPENSES			9.31	%			9.97	%			4.23	%			7.41	%

 

(1)

The management fee shown in the table is calculated based on net assets. Each Fund pays FTFA an investment management fee, calculated daily and paid monthly, at an annual rate of 1.00% of the Fund’s average daily Managed Assets. “Managed Assets” means net assets plus the amount of any Borrowings and assets attributable to any Preferred Stock that may be outstanding. For the purposes of this table, we have assumed that CTR has utilized leverage in an aggregate amount of 29% of its Managed Assets (the actual average amount of Borrowings and Preferred Stock during the period ended November 30, 2023), CEM has utilized leverage in an aggregate amount of 30% of its Managed Assets (the actual average amount of Borrowings and Preferred Stock during the period ended November 30, 2023) and EMO has utilized leverage in an aggregate amount of 30% of its Managed Assets (the actual average amount of Borrowings and Preferred Stock during the period ended November 30, 2023). If CTR were to use leverage in excess of 29% of its Managed Assets, CEM were to use leverage in excess of 30% of its Managed Assets or EMO were to use leverage in excess of 30% of its Managed Assets, the management fees shown for each Fund would be higher.

 

(2)	“Other Expenses” are based on estimated amounts.

 

(3)	Assumes that the combined Fund has the same amount of notes and preferred stock outstanding, and the same amount of indebtedness outstanding under its credit facilities, after the closing of the Mergers as CEM, CTR and EMO had on an aggregate basis immediately prior to the closing of the Mergers.

 

(4)	Each Fund is taxed as a regular “C” corporation and therefore must accrue current and deferred federal and state income taxes. An estimate of current and deferred income tax expense/(benefit) is dependent upon a Fund’s net investment income/(loss) and

 

5

realized and unrealized gains/(losses) on investments, and such expense/(benefit) may vary greatly from year to year depending on the nature and performance of the Fund’s investments, general market conditions, trading activity by the Fund’s portfolio management and availability of net operating loss and capital loss carryovers. Therefore, any estimate of current and deferred income tax expense/(benefit) cannot be reliably predicted from year to year, and the ratios disclosed above reflect only amounts as of November 30, 2023. If the above estimated income tax expenses were excluded from total annual fund operating expenses, then the estimated total annual fund operating expense ratio would be 4.27% for CTR, 4.14% for CEM, 4.23% for EMO and 3.96% for the combined Fund, as adjusted.

 

(5)

FTFA has implemented a five basis point (0.05%) fee waiver for each Fund. Additionally, if the Merger is approved, EMO will institute a five basis point (0.05%) fee waiver of the investment management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses. This will lead to a ten basis point (0.10%) fee waiver in total for a one-year period following the Mergers.

Fee Table (CTR and EMO Merger)

 

		Adjusted Pre-Merger								EMO (Pro Forma Combined Fund Post Tender Offer)
		CTR (Target Fund)				EMO (Acquiring Fund)
ANNUAL EXPENSES
Management Fees(1)			1.41	%			1.45	%			1.43	%
Other Expenses(2)			0.71	%			0.64	%			0.48	%
Financing Expense			2.15	%			2.14	%			2.14	%(3)
Income Tax Expense(4)			5.11	%			0.07	%			1.86	%
Total Annual Operating Expenses			9.38	%			4.30	%			5.91	%
Fee waiver and/or expense reimbursements(5)			(0.07	%)			(0.07	%)			(0.14	%)
TOTAL ANNUAL EXPENSES			9.31	%			4.23	%			5.77	%

 

(1)

The management fee shown in the table is calculated based on net assets. Each Fund pays FTFA an investment management fee, calculated daily and paid monthly, at an annual rate of 1.00% of the Fund’s average daily Managed Assets. “Managed Assets” means net assets plus the amount of any Borrowings and assets attributable to any Preferred Stock that may be outstanding. For the purposes of this table, we have assumed that CTR has utilized leverage in an aggregate amount of 29% of its Managed Assets (the actual average amount of Borrowings and Preferred Stock during the period ended November 30, 2023) and EMO has utilized leverage in an aggregate amount of 30% of its Managed Assets (the actual average amount of Borrowings and Preferred Stock during the period ended November 30, 2023). If CTR were to use leverage in excess of 29% of its Managed Assets or EMO were to use leverage in excess of 30% of its Managed Assets, the management fees shown for each Fund would be higher.

 

(2)	“Other Expenses” are based on estimated amounts.

 

(3)	Assumes that the combined Fund has the same amount of notes and preferred stock outstanding, and the same amount of indebtedness outstanding under its credit facilities, after the closing of the Mergers as CEM, CTR and EMO had on an aggregate basis immediately prior to the closing of the Mergers.

 

(4)

Each Fund is taxed as a regular “C” corporation and therefore must accrue current and deferred federal and state income taxes. An estimate of current and deferred income tax expense/(benefit) is dependent upon a Fund’s net investment income/(loss) and realized and unrealized gains/(losses) on investments, and such expense/(benefit) may vary greatly from year to year depending on the nature and performance of the Fund’s investments, general market conditions, trading activity by the Fund’s portfolio management and availability of net operating loss and capital loss carryovers. Therefore, any estimate of current and deferred income tax expense/(benefit) cannot be reliably predicted from year to year, and the ratios disclosed above reflect only amounts as of November 30, 2023. If the above estimated income tax expenses were excluded from total annual fund operating expenses, then the estimated total annual fund operating expense ratio would be 4.27% for CTR, 4.23% for EMO and 4.05% for the combined Fund, as adjusted.

 

(5)

FTFA has implemented a five basis point (0.05%) fee waiver for each Fund. Additionally, if the Merger is approved, EMO will institute a five basis point (0.05%) fee waiver of the investment management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses. This will lead to a ten basis point (0.10%) fee waiver in total for a one-year period following the Merger.

 

6

Fee Table (CEM and EMO Merger)

 

		Adjusted Pre-Merger								EMO (Pro Forma Combined Fund Post Tender Offer)
		CEM (Target Fund)				EMO (Acquiring Fund)
ANNUAL EXPENSES
Management Fees(1)			1.49	%			1.45	%			1.47	%
Other Expenses(2)			0.52	%			0.64	%			0.39	%
Financing Expense			2.13	%			2.14	%			2.13	%(3)
Income Tax Expense(4)			5.90	%			0.07	%			3.22	%
Total Annual Operating Expenses			10.04	%			4.30	%			7.21	%
Fee waiver and/or expense reimbursements(5)			(0.07	%)			(0.07	%)			(0.15	%)
TOTAL ANNUAL EXPENSES			9.97	%			4.23	%			7.06	%

 

(1)

The management fee shown in the table is calculated based on net assets. Each Fund pays FTFA an investment management fee, calculated daily and paid monthly, at an annual rate of 1.00% of the Fund’s average daily Managed Assets. “Managed Assets” means net assets plus the amount of any Borrowings and assets attributable to any Preferred Stock that may be outstanding. For the purposes of this table, we have assumed that CEM has utilized leverage in an aggregate amount of 30% of its Managed Assets (the actual average amount of Borrowings and Preferred Stock during the period ended November 30, 2023) and EMO has utilized leverage in an aggregate amount of 30% of its Managed Assets (the actual average amount of Borrowings and Preferred Stock during the period ended November 30, 2023). If CEM were to use leverage in excess of 30% of its Managed Assets or EMO were to use leverage in excess of 30% of its Managed Assets, the management fees shown for each Fund would be higher.

 

(2)	“Other Expenses” are based on estimated amounts.

 

(3)	Assumes that the combined Fund has the same amount of notes and preferred stock outstanding, and the same amount of indebtedness outstanding under its credit facilities, after the closing of the Mergers as CEM, CTR and EMO had on an aggregate basis immediately prior to the closing of the Mergers.

 

(4)

Each Fund is taxed as a regular “C” corporation and therefore must accrue current and deferred federal and state income taxes. An estimate of current and deferred income tax expense/(benefit) is dependent upon a Fund’s net investment income/(loss) and realized and unrealized gains/(losses) on investments, and such expense/(benefit) may vary greatly from year to year depending on the nature and performance of the Fund’s investments, general market conditions, trading activity by the Fund’s portfolio management and availability of net operating loss and capital loss carryovers. Therefore, any estimate of current and deferred income tax expense/(benefit) cannot be reliably predicted from year to year, and the ratios disclosed above reflect only amounts as of November 30, 2023. If the above estimated income tax expenses were excluded from total annual fund operating expenses, then the estimated total annual fund operating expense ratio would be 4.14% for CEM, 4.23% for EMO and 3.99% for the combined Fund, as adjusted.

 

(5)

FTFA has implemented a five basis point (0.05%) fee waiver for each Fund. Additionally, if the Merger is approved, EMO will institute a five basis point (0.05%) fee waiver of the investment management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses. This will lead to a ten basis point (0.10%) fee waiver in total for a one-year period following the Merger.

Example (CTR and EMO Merger)

The following example helps you compare the costs of investing in the Funds’ Common Shares with the costs of investing in other funds. The example assumes that you invest $1,000 in the Funds’ Common Shares for the periods shown, that your investment has a 5% return each year, that you reinvest all distributions and dividends, that the Funds’ operating expenses remain the same and that the current five basis point (0.05%) fee waiver for each Fund and the five basis point (0.05%) fee waiver for each Fund related to the Mergers remained in place for a one-year period. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

		1 Year				3 Years				5 Years				10 Years
CTR		$	91			$	263			$	420			$	755
EMO		$	43			$	131			$	219			$	446
Pro Forma Combined Fund		$	57			$	173			$	287			$	563

 

7

Example (CEM and EMO Merger)

The following example helps you compare the costs of investing in the Funds’ Common Shares with the costs of investing in other funds. The example assumes that you invest $1,000 in the Funds’ Common Shares for the periods shown, that your investment has a 5% return each year, that you reinvest all distributions and dividends, that the Funds’ operating expenses remain the same and that the current five basis point (0.05%) fee waiver for each Fund and the five basis point (0.05%) fee waiver for each Fund related to the Mergers remained in place for a one-year period. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

		1 Year				3 Years				5 Years				10 Years
CEM		$	97			$	278			$	442			$	784
EMO		$	43			$	131			$	219			$	446
Pro Forma Combined Fund		$	70			$	208			$	340			$	645

Example (both Mergers)

The following example helps you compare the costs of investing in the Funds’ Common Shares with the costs of investing in other funds. The example assumes that you invest $1,000 in the Funds’ Common Shares for the periods shown, that your investment has a 5% return each year, that you reinvest all distributions and dividends, that the Funds’ operating expenses remain the same and that the current five basis point (0.05%) fee waiver for each Fund and the five basis point (0.05%) fee waiver for each Fund related to the Mergers remained in place for a one-year period. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 

		1 Year				3 Years				5 Years				10 Years
CTR		$	91			$	263			$	420			$	755
CEM		$	97			$	278			$	442			$	784
EMO		$	43			$	131			$	219			$	446
Pro Forma Combined Fund		$	73			$	216			$	352			$	663

Comparison of Investment Objectives, Strategies and Principal Risks of Investing in the Funds

The following charts list the investment objectives, principal investment policies and fundamental investment restrictions of CTR and CEM, respectively, compares them to EMO and describes the principal differences between the Target Funds’ respective policies and EMO’s policies. The charts provide CTR, CEM and EMO stockholders with a means of comparing the investment objectives, policies and strategies of the Funds. Given the substantial similarities in investment objectives and strategies between the Funds, there are few material differences in the manner in which each Fund is managed.

Comparison of CTR and EMO Investment Objectives and Strategies

 

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
Investment Objective(s)		CTR’s investment objective is to provide a high level of total return, consisting of cash distributions and capital appreciation.		EMO’s investment objective is to provide long-term investors a high level of total return with an emphasis on cash distributions.		Substantially similar investment objectives. CTR focuses on delivering a return consisting of cash distributions and capital appreciation, while EMO focuses on long-term investors with an emphasis on cash distributions.

 

8

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
Principal Investment Policies and Strategies		Under normal market conditions, CTR invests at least 80% of its Managed Assets in energy MLPs and energy midstream entities. For purposes of the 80% policy, the Fund considers investments in MLPs to include investments that offer economic exposure to public and private MLPs in the form of MLP equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLPs. For purposes of the 80% policy, the Fund considers investments in midstream entities as direct or indirect investments in those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids, natural gas and refined petroleum products.		Under normal market conditions, EMO invests at least 80% of its Managed Assets in energy midstream entities including entities structured as both partnerships and corporations. For purposes of the 80% policy, the Fund considers investments in midstream entities as those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids and natural gas.		Substantially similar 80% policy. CTR’s 80% policy specifically identifies the types of investments it will make in MLPs, including equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLP, while EMO’s 80% policy does not include a similar description of investment types. While EMO’s 80% policy does not explicitly list these investment types, EMO may still invest in the same securities identified in CTR’s policy.
		The Fund considers an entity to be an energy entity if it is engaged in the business of exploring, developing, producing, gathering, fractionating, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, transporting, processing, fractionating, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		EMO’s investment strategy defines entities that are within the energy sector as deriving at least 50% of revenues from certain activities. CTR’s definition for energy entity does not contain a specific percentage of revenue that must be derived from certain energy activities.
		20% of CTR’s total assets may be invested in other securities that are not MLPs or midstream entities.		EMO may invest up to 20% of its Managed Assets in securities of issuers that are not energy midstream entities. This 20% allocation may be in any of the securities described		Substantially similar 20% policy. EMO’s 20% policy is based on Managed Assets (net assets plus the amount of any borrowings and assets attributable to any Preferred

 

9

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
				therein, including securities of non-MLP companies engaged primarily in the energy sector.		Stock that may be outstanding), while CTR’s is based on total assets.
		CTR is non-diversified.		EMO is non-diversified.		No difference.
		“Managed Assets” means net assets plus the amount of borrowings and assets attributable to any preferred stock of the Fund that may be outstanding.		“Managed Assets” means net assets plus the amount of borrowings and assets attributable to any preferred stock of the Fund that may be outstanding.		No difference in definition of managed assets.
		The Fund may invest up to 30% of its Managed Assets in unregistered or otherwise restricted securities. “Restricted securities” are securities that are unregistered, held by control persons of the issuer or subject to contractual restrictions on resale. In connection with its investments in restricted securities generally, the Fund may invest up to 15% of its Managed Assets in restricted securities issued by non-public companies.		The Fund may invest up to 30% of its Managed Assets in unregistered or otherwise restricted securities. “Restricted securities” are securities that are unregistered or subject to contractual or other legal restrictions on resale. The Fund typically acquires restricted securities in directly negotiated transactions. In connection with its investments in restricted securities generally, the Fund may invest up to 15% of its Managed Assets in restricted securities issued by non-public companies		Both EMO and CTR may invest up to 30% of their Managed Assets in restricted securities. CTR includes securities held by control persons of the issuer.
		The Fund may invest up to 20% of its Managed Assets in debt securities of MLPs and other issuers, including both investment grade debt securities and debt securities rated below investment grade (that is, rated Ba or lower by Moody’s Investors Service, Inc. (“Moody’s”), BB+ or lower by Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), comparably rated by another nationally recognized statistical rating organization (“NRSRO”), or, if unrated, as determined by ClearBridge Investments, LLC (“ClearBridge”) to be of comparable credit quality. Debt securities may have fixed or		The Fund may invest up to 20% of its Managed Assets in debt securities of MLPs and other issuers, including debt securities rated below investment grade (that is, rated Ba or lower by Moody’s Investors Service, Inc. (“Moody’s”), BB+ or lower by Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), comparably rated by another nationally recognized statistical rating organization (“NRSRO”), or, if unrated, determined by ClearBridge to be of comparable credit quality), also known as “junk bonds.” The Fund may invest in debt securities without regard for their maturity.		Substantially similar debt securities policy.

 

10

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		variable principal payments and all types of interest rate and dividend payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in kind and auction rate features. The Fund has the flexibility to invest in debt securities that are below investment grade quality (that is, rated Ba or lower by Moody’s, BB+ or lower by S&P or Fitch, comparably rated by another NRSRO, or, if unrated, determined by ClearBridge to be of comparable credit quality). These debt securities are commonly referred to as “high yield” securities or “junk” bonds. The Fund may invest in debt securities without regard for their maturity
		The Fund intends to primarily invest in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and whose interests or “units” are traded on securities exchanges like shares of corporate stock.		The Fund intends to primarily invest in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and whose interests or “units” are traded on securities exchanges like shares of corporate stock.		No difference.
Fundamental Investment Restrictions		CTR may not issue senior securities, except to the extent permitted by (i) the Investment Company Act of 1940, as amended (the “1940 Act”), or interpretations or modifications by the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		EMO may not issue senior securities, except to the extent permitted by (i) the Investment Company Act of 1940, as amended (the “1940 Act”), or interpretations or modifications by the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		No difference.
		CTR may not make loans to other persons, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with		EMO may not make loans to other persons, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with		No difference.

 

11

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
		CTR may not underwrite the securities of other issuers, except insofar as the Fund may be deemed to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”), in connection with the sale and purchase of portfolio securities.		EMO may not underwrite the securities of other issuers, except insofar as EMO may be deemed to be an underwriter under the 1933 Act, in connection with the sale and purchase of portfolio securities.		No difference.
		CTR may not invest 25% or more of the value of its total assets in any one industry provided that such limitation shall not be applicable to industries in the energy sector and obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.		EMO may not invest 25% or more of the value of its total assets in any one industry provided that such limitation shall not be applicable to industries in the energy sector and obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.		No difference.
		CTR may not purchase or sell real estate or interests therein other than corporate securities secured by real estate or interests therein.		EMO may not purchase or sell real estate or interests therein other than corporate securities secured by real estate or interests therein.		No difference.
		CTR may not borrow money, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		EMO may not borrow money, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		No difference.
		CTR may not purchase or sell commodities, commodity futures contracts or commodity options except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		EMO may not purchase or sell commodities, commodity futures contracts or commodity options except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		No difference.

 

12

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
Additional Investment Policies and Strategies		CTR typically purchases MLP common units through open market transactions and underwritten offerings, but may also acquire common units through direct placements and privately negotiated transactions. CTR may invest in difference classes of common units.		EMO typically purchases such common units through open market transactions and underwritten offerings, but may also acquire common units through direct placements and privately negotiated transactions. EMO may invest in different classes of common units.		No difference.
		CTR typically purchases MLP subordinated units through negotiated transactions directly with holders of such units or newly-issued subordinated units directly from the issuer. CTR may invest in difference classes of subordinated units.		EMO typically purchases MLP subordinated units through negotiated transactions directly with holders of such units or newly issued subordinated units directly from the issuer. EMO may invest in different classes of subordinated units.		No difference.
		CTR typically purchases MLP preferred units through negotiated transactions directly with MLPs, affiliates of MLPs and institutional holders of such units.		EMO typically purchases MLP preferred units through negotiated transactions directly with MLPs, affiliates of MLPs and institutional holders of such units.		No difference.
		CTR may invest in equity securities issued by affiliates of MLPs, including the general partners or managing members of MLPs. Such issuers may be organized and/or taxed as corporations and therefore may not offer the advantageous tax characteristics of MLP units. The Fund intends to purchase equity securities through market transactions, but may also acquire equity securities through direct placements.		EMO may invest in equity securities issued by affiliates of MLPs, including the general partners or managing members of MLPs. Such issuers may be organized and/or taxed as corporations and therefore may not offer the advantageous tax characteristics of MLP units. EMO intends to purchase equity securities through market transactions, but may also acquire equity securities through direct placements.		No difference.
		For purposes of CTR’s 80% policy, securities that are derivatives of interests in MLPs include I-Shares and other derivative securities that have economic characteristics of MLP securities.		For purposes of EMO’s 80% policy, securities that are derivatives of interests in MLPs include I-Shares and other derivative securities that have economic characteristics of MLP securities.		No difference.
		CTR also may invest in common and preferred stock, convertible securities, warrants		EMO also may invest in common and preferred stock, convertible securities, warrants		No difference.

 

13

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		and depository receipts of companies that are organized as corporations, limited liability companies or limited partnerships.		and depository receipts of companies that are organized as corporations, limited liability companies or limited partnerships.
		A portion of CTR’s portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its stockholders. There is no assurance that dividends or distributions on non-cumulative preferred stocks in which CTR invests will be declared or otherwise paid.		A portion of EMO’s portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its stockholders. There is no assurance that dividends or distributions on non-cumulative preferred stocks in which EMO invests will be declared or otherwise paid.		No difference.
		CTR may invest in warrants or rights (including those acquired in units or attached to other securities) that entitle the holder to buy equity securities at a specific price for a specific period of time but does so only if such equity securities are deemed appropriate by ClearBridge for inclusion in CTR’s portfolio.		EMO may invest in warrants or rights (including those acquired in units or attached to other securities) that entitle the holder to buy equity securities at a specific price for a specific period of time but will do so only if such equity securities are deemed appropriate by ClearBridge for inclusion in EMO’s portfolio.		No difference.
		CTR may purchase Rule 144A securities for which there may be a secondary market of qualified institutional buyers as contemplated by Rule 144A under the 1933 Act.		EMO may purchase Rule 144A securities for which there may be a secondary market of qualified institutional buyers as contemplated by Rule 144A under the 1933 Act.		No difference.
		CTR may invest in royalty trusts. However, such investments do not count towards CTR’s 80% policy		EMO may invest in royalty trusts. However, such investments do not count towards EMO’s 80% policy.		No difference.
		CTR may invest in MLPs or MLP affiliates in other sectors of the economy. For instance, CTR may invest in entities operating in the natural resources sector including companies principally engaged in owning or developing non-energy natural resources (including timber and minerals)		EMO may invest in MLPs or MLP affiliates in other sectors of the economy. For instance, EMO may invest in entities operating in the natural resources sector including companies principally engaged in owning or developing non-energy natural resources (including timber and minerals)		No difference.

 

14

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		and industrial materials, or supplying goods or services to such companies. Additionally, CTR may invest in MLPs that focus on developing infrastructure assets.		and industrial materials, or supplying goods or services to such companies. Additionally, EMO may invest in MLPs that focus on developing infrastructure assets.
		EMO may invest in securities of foreign issuers including securities traded on non-U.S. exchanges and of emerging market issuers. Such investments in securities of foreign issuers may include investments in ADRs. CTR considers a country to be an emerging market country if, at the time of investment, it is represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle or low-income.		EMO may invest in securities of foreign issuers including securities traded on non-U.S. exchanges and of emerging market issuers. Such investments in securities of foreign issuers may include investments in ADRs. EMO considers a country to be an emerging market country if, at the time of investment, it is represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle or low-income.		No difference.
		CTR may enter into derivative transactions, such as interest rate swaps, options contracts, futures contracts, forward contracts, options on futures contracts and indexed securities for investment, hedging and risk management purposes; provided that CTR’s exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 33 1/3% of its Managed Assets. With respect to this limitation, the Fund may net derivatives with opposite exposure to the same underlying instrument. To the extent that the security or index underlying the derivative or synthetic instrument is or is composed of securities of energy MLPs, CTR will include such derivative and synthetic instruments for the purposes of the Fund’s 80% policy. CTR may sell certain equity securities short for investment and/or hedging		EMO may enter into derivative transactions, such as interest rate swaps, options contracts, futures contracts, forward contracts, options on futures contracts and indexed securities for investment, hedging and risk management purposes; provided that EMO’s exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its Managed Assets. With respect to this limitation, EMO may net derivatives with opposite exposure to the same underlying instrument. To the extent that the security or index underlying the derivative or synthetic instrument is or is composed of securities of energy MLPs, EMO will include such derivative and synthetic instruments, at market value, for the purposes of EMO’s 80% policy. EMO may sell certain equity securities short for investment and/or		CTR’s exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 33 1/3%, whereas EMO’s exposure to derivative instruments will not exceed 20%.

 

15

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		purposes CTR may use any or all of these techniques at any time, and the use of any particular derivative transaction will depend on market conditions. CTR’s ability to pursue certain of these strategies may be limited by applicable regulations of the CFTC, SEC, or other applicable regulators		hedging purposes. EMO may use any or all of these techniques at any time, and the use of any particular derivative transaction will depend on market conditions. EMO’s ability to pursue certain of these strategies may be limited by applicable regulations of the CFTC, SEC, or other applicable regulators.
		CTR is operated by persons who have claimed an exclusion, granted to operators of registered investment companies like CTR, from registration as a “commodity pool operator” with respect to the Fund under the Commodity Exchange Act (the “CEA”), and, therefore, are not subject to registration or regulation with respect to the Fund under the CEA. As a result, since December 31, 2012, CTR has been limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate futures) (collectively, “commodity interests”) or options on commodity futures, engage in certain swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than “bona fide hedging,” as defined in the rules of the Commodity Futures Trading Commission. With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish CTR’s positions in such investments may not exceed 5% of the liquidation value of CTR’s portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or		EMO is operated by persons who have claimed an exclusion, granted to operators of registered investment companies like EMO, from registration as a “commodity pool operator” with respect to EMO under the Commodity Exchange Act (the “CEA”), and, therefore, are not subject to registration or regulation with respect to EMO under the CEA. As a result, since December 31, 2012, EMO has been limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate futures) (collectively, “commodity interests”) or options on commodity futures, engage in certain swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than “bona fide hedging,” as defined in the rules of the Commodity Futures Trading Commission. With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish EMO’s positions in such investments may not exceed 5% of the liquidation value of EMO’s portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or		No difference.

 

16

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		(2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the CTR’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, CTR may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets.		(2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of EMO’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, EMO may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets.
		CTR may use interest rate swaps for hedging purposes only and not as a speculative investment and would typically use interest rate swaps to shorten the average interest rate reset time of CTR’s holdings. Interest rate swaps involve the exchange by CTR with another party of their respective commitments to pay or receive interest (e.g., an exchange of fixed rate payments for floating rate payments). CTR will only enter into interest rate swaps on a net basis, which means that the two payment streams are netted out in a cash settlement on the payment date or dates specified in the interest rate swap, with CTR receiving or paying, as the case may be, only the net amount of the two payments. If the other party to an interest rate swap defaults, CTR’s risk of loss consists of the net amount of payments that CTR is contractually entitled to receive. The net amount of the excess, if any, of CTR’s obligations over its entitlements will be maintained in a segregated account by CTR’s custodian. CTR will not enter into any interest rate swap unless the claims-paying ability		EMO may use interest rate swaps for hedging purposes only and not as a speculative investment and would typically use interest rate swaps to shorten the average interest rate reset time of EMO’s holdings. Interest rate swaps involve the exchange by EMO with another party of their respective commitments to pay or receive interest (e.g., an exchange of fixed rate payments for floating rate payments). EMO will only enter into interest rate swaps on a net basis, which means that the two payment streams are netted out in a cash settlement on the payment date or dates specified in the interest rate swap, with EMO receiving or paying, as the case may be, only the net amount of the two payments. If the other party to an interest rate swap defaults, EMO’s risk of loss consists of the net amount of payments that EMO is contractually entitled to receive. The net amount of the excess, if any, of EMO’s obligations over its entitlements will be maintained in a segregated account by EMO’s custodian. EMO will not enter into any interest rate swap unless the claims-paying		No difference.

 

17

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		of the other party thereto is considered to be investment grade by ClearBridge. If there is a default by the other party to such a transaction, CTR will have contractual remedies pursuant to the agreements related to the transaction, which may or may not be limited by applicable bankruptcy, receivership, or other insolvency laws. These instruments are traded in the over-the-counter market, though in the future may be required to be traded through a derivatives clearing organization and/or a swap execution facility.		ability of the other party thereto is considered to be investment grade by ClearBridge. If there is a default by the other party to such a transaction, EMO will have contractual remedies pursuant to the agreements related to the transaction, which may or may not be limited by applicable bankruptcy, receivership, or other insolvency laws. These instruments are traded in the over-the-counter market, though in the future may be required to be traded through a derivatives clearing organization and/or a swap execution facility.
		CTR may, but has no current intention to, invest in securities of other closed-end or open-end investment companies that invest primarily in MLP entities in which CTR may invest directly to the extent permitted by the 1940 Act. CTR may invest in other investment companies during periods when it has large amounts of uninvested cash, such as the period shortly after CTR receives the proceeds of the offering of its securities, during periods when there is a shortage of attractive MLP securities available in the market, or when ClearBridge believes share prices of other investment companies offer attractive values. CTR may invest in investment companies that are advised by ClearBridge or its affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the SEC. Other investment companies may have investment policies that differ from those of CTR. In addition, to the extent CTR invests in other investment companies, CTR is dependent		EMO may, but has no current intention to, invest in securities of other closed-end or open-end investment companies, including exchange-traded funds, that invest primarily in MLP entities in which EMO may invest directly to the extent permitted by the 1940 Act. EMO may invest in other investment companies during periods when it has large amounts of uninvested cash, such as the period shortly after EMO receives the proceeds of the offering of its securities, during periods when there is a shortage of attractive MLP securities available in the market, or when ClearBridge believes share prices of other investment companies offer attractive values. EMO may invest in investment companies that are advised by ClearBridge or its affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the SEC. Other investment companies may have investment policies that differ from those of EMO. In addition, to the extent EMO invests in other investment		Substantially similar.

 

18

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		upon the investment and research abilities of persons other than ClearBridge.		companies, EMO is dependent upon the investment and research abilities of persons other than ClearBridge.
		ClearBridge expects, consistent with CTR’s investment objective and policies, to invest in such new types of securities and to engage in such new types of investment practices if ClearBridge believes that these investments and investment techniques may assist CTR in achieving its investment objective. In addition, ClearBridge may use investment techniques and instruments that are not specifically described herein.		ClearBridge expects, consistent with EMO’s investment objective and policies, to invest in such new types of securities and to engage in such new types of investment practices if ClearBridge believes that these investments and investment techniques may assist EMO in achieving its investment objective. In addition, ClearBridge may use investment techniques and instruments that are not specifically described herein.		No difference.
		At times ClearBridge may judge that conditions in the markets for securities of MLP entities make pursuing CTR’s investment strategy inconsistent with the best interests of its stockholders. At such times ClearBridge may, temporarily, use alternative strategies primarily designed to reduce fluctuations in the value of CTR’s assets. If CTR takes a temporary defensive position, it may be unable to achieve its investment objective.   In implementing these “defensive” strategies, CTR may invest all or a portion of its assets in cash, obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers’ acceptances; or any other fixed income securities that ClearBridge considers consistent with this strategy. It is impossible to predict if, when or for how long CTR will use these alternative strategies.		At times ClearBridge may judge that conditions in the markets for securities of MLP entities make pursuing EMO’s investment strategy inconsistent with the best interests of its stockholders. At such times ClearBridge may, temporarily, use alternative strategies primarily designed to reduce fluctuations in the value of EMO’s assets. If EMO takes a temporary defensive position, it may be unable to achieve its investment objective.   In implementing these “defensive” strategies, EMO may invest all or a portion of its assets in cash, obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers’ acceptances; or any other fixed income securities that ClearBridge considers consistent with this strategy. It is impossible to predict if, when or for how long EMO will use these alternative		No difference.

 

19

		ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		There can be no assurance that such strategies will be successful.		strategies. There can be no assurance that such strategies will be successful.
		It is not CTR’s policy to engage in transactions with the objective of seeking profits from short-term trading. However, CTR may engage in active and frequent trading when ClearBridge believes such trading is, in light of prevailing economic and market conditions, in the best interests of CTR’s stockholders. Frequent trading also increases transaction costs, which could detract from CTR’s performance		It is not EMO’s policy to engage in transactions with the objective of seeking profits from short-term trading. However, EMO may engage in active and frequent trading when ClearBridge believes such trading is, in light of prevailing economic and market conditions, in the best interests of EMO’s stockholders. Frequent trading also increases transaction costs, which could detract from EMO’s performance.		No difference.

Comparison of CEM and EMO Investment Objectives and Strategies

 

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
Investment Objective(s)		CEM’s investment objective is to provide a high level of total return with an emphasis on cash distribution.		EMO’s investment objective is to provide long-term investors a high level of total return with an emphasis on cash distributions.		No difference in investment objective other than EMO’s stated focus on long-term investors.
Principal Investment Policies and Strategies		Under normal market conditions, CEM invests at least 80% of its Managed Assets in energy MLPs and energy midstream entities (the 80% policy). For purposes of the 80% policy, the Fund considers investments in MLPs to include investments that offer economic exposure to public and private MLPs in the form of MLP equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLPs. For purposes of the 80% policy, the Fund considers investments in		Under normal market conditions, EMO invests at least 80% of its Managed Assets in energy midstream entities including entities structured as both partnerships and corporations. For purposes of the 80% policy, the Fund considers investments in midstream entities as those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids and natural gas.		Substantially similar 80% policy. CEM specifies that it will invest in energy MLPs. CEM’s 80% policy specifically identifies the types of investments it will make in MLPs, including equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLP, while EMO’s 80% policy does not include a similar description of investment types. While EMO’s 80% policy does not explicitly list these investment types, EMO may still invest in the same

 

20

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		midstream entities as direct or indirect investments in those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids, natural gas and refined petroleum products.				securities identified in CEM’s policy.
		The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, fractionating, transporting, processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		The Fund considers an entity to be within the energy sector if it derives at least 50% of its revenues from the business of exploring, developing, producing, gathering, transporting, processing, fractionating, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined petroleum products or coal.		Substantially similar definitions of energy sector entities.
		CEM may invest up to 20% of its managed assets in other securities that are not MLPs or midstream entities.		EMO may invest up to 20% of its Managed Assets in securities of issuers that are not energy midstream entities. This 20% allocation may be in any of the securities described therein, including securities of non-MLP companies engaged primarily in the energy sector.		Substantially similar 20% policy.
		CEM is non-diversified.		EMO is non-diversified.		No difference.
		“Managed Assets” means net assets plus the amount of borrowings and assets attributable to any preferred stock of the Fund that may be outstanding.		“Managed Assets” means net assets plus the amount of borrowings and assets attributable to any preferred stock of the Fund that may be outstanding.		No difference in definition of Managed Assets.
		The Fund may invest up to 30% of its Managed Assets in unregistered or otherwise restricted securities. “Restricted securities” are securities that are unregistered, held by control persons of the issuer or subject to contractual restrictions on resale. In connection with its investments		The Fund may invest up to 30% of its Managed Assets in unregistered or otherwise restricted securities. “Restricted securities” are securities that are unregistered or subject to contractual or other legal restrictions on resale. The Fund typically acquires restricted securities in directly negotiated		Both EMO and CEM may invest up to 30% of their Managed Assets in restricted securities. CTR includes securities held by control persons of the issuer in its definition of a restricted security.

 

21

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		in restricted securities generally, the Fund may invest up to 15% of its Managed Assets in restricted securities issued by non-public companies.		transactions. In connection with its investments in restricted securities generally, the Fund may invest up to 15% of its Managed Assets in restricted securities issued by non-public companies
		CEM may invest up to 20% of its Managed Assets in debt securities of MLPs and other issuers, including debt securities rated below investment grade (that is, rated Ba or lower by Moody’s Investors Service, Inc. (“Moody’s”), BB+ or lower by Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), comparably rated by another nationally recognized statistical rating organization (“NRSRO”), or, if unrated, determined by ClearBridge to be of comparable credit quality). These securities are commonly called “high yield” or “junk” bonds. CEM may invest in debt securities without regard for their maturity.		EMO may invest up to 20% of its Managed Assets in debt securities of MLPs and other issuers, including debt securities rated below investment grade (that is, rated Ba or lower by Moody’s Investors Service, Inc. (“Moody’s”), BB+ or lower by Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), comparably rated by another nationally recognized statistical rating organization (“NRSRO”), or, if unrated, determined by ClearBridge to be of comparable credit quality), also known as “junk bonds.” EMO may invest in debt securities without regard for their maturity.		Substantially similar debt securities policy.
		CEM intends to primarily invest in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and whose interests or “units” are traded on securities exchanges like shares of corporate stock.		EMO intends to primarily invest in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and whose interests or “units” are traded on securities exchanges like shares of corporate stock.		No difference.
Fundamental Investment Restrictions		CEM may not issue senior securities, except to the extent permitted by (i) the Investment Company Act of 1940, as amended (the “1940 Act”), or interpretations or modifications by the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		EMO may not issue senior securities, except to the extent permitted by (i) the Investment Company Act of 1940, as amended (the “1940 Act”), or interpretations or modifications by the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		No difference.

 

22

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		CEM may not make loans to other persons, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		EMO may not make loans to other persons, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		No difference.
		CEM may not underwrite the securities of other issuers, except insofar as the Fund may be deemed to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”), in connection with the sale and purchase of portfolio securities.		EMO may not underwrite the securities of other issuers, except insofar as EMO may be deemed to be an underwriter under the 1933 Act, in connection with the sale and purchase of portfolio securities.		No difference.
		CEM may not invest 25% or more of the value of its total assets in any one industry provided that such limitation shall not be applicable to industries in the energy sector and obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.		EMO may not invest 25% or more of the value of its total assets in any one industry provided that such limitation shall not be applicable to industries in the energy sector and obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.		No difference.
		CEM may not purchase or sell real estate or interests therein other than corporate securities secured by real estate or interests therein.		EMO may not purchase or sell real estate or interests therein other than corporate securities secured by real estate or interests therein.		No difference.
		CEM may not borrow money, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		EMO may not borrow money, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		No difference.
		CEM may not purchase or sell commodities, commodity futures contracts or commodity options except as permitted by (i) the 1940 Act, or interpretations or modifications		EMO may not purchase or sell commodities, commodity futures contracts or commodity options except as permitted by (i) the 1940 Act, or interpretations or modifications		No difference.

 

23

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.		by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
Additional Investment Policies and Strategies		CEM typically purchases MLP common units through open market transactions and underwritten offerings, but may also acquire common units through direct placements and privately negotiated transactions. CEM may invest in different classes of common units.		EMO typically purchases such common units through open market transactions and underwritten offerings, but may also acquire common units through direct placements and privately negotiated transactions. EMO may invest in different classes of common units.		No difference.
		CEM typically purchases MLP subordinated units through negotiated transactions directly with holders of such units or newly-issued subordinated units directly from the issuer. CEM may invest in difference classes of subordinated units.		EMO typically purchases MLP subordinated units through negotiated transactions directly with holders of such units or newly issued subordinated units directly from the issuer. EMO may invest in different classes of subordinated units.		No difference.
		CEM typically purchases MLP preferred units through negotiated transactions directly with MLPs, affiliates of MLPs and institutional holders of such units.		EMO typically purchases MLP preferred units through negotiated transactions directly with MLPs, affiliates of MLPs and institutional holders of such units.		No difference.
		CEM may invest in equity securities issued by affiliates of MLPs, including the general partners or managing members of MLPs. Such issuers may be organized and/or taxed as corporations and therefore may not offer the advantageous tax characteristics of MLP units. The Fund intends to purchase equity securities through market transactions, but may also acquire equity securities through direct placements.		EMO may invest in equity securities issued by affiliates of MLPs, including the general partners or managing members of MLPs. Such issuers may be organized and/or taxed as corporations and therefore may not offer the advantageous tax characteristics of MLP units. EMO intends to purchase equity securities through market transactions, but may also acquire equity securities through direct placements.		No difference.
		For purposes of CEM’s 80% policy, securities that are derivatives of interests in MLPs include I-Shares and other derivative securities that have economic characteristics of MLP securities.		For purposes of EMO’s 80% policy, securities that are derivatives of interests in MLPs include I-Shares and other derivative securities that have economic characteristics of MLP securities.		No difference.

 

24

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		CEM also may invest in common and preferred stock, convertible securities, warrants and depository receipts of companies that are organized as corporations, limited liability companies or limited partnerships.		EMO also may invest in common and preferred stock, convertible securities, warrants and depository receipts of companies that are organized as corporations, limited liability companies or limited partnerships.		No difference.
		A portion of CEM’s portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its stockholders. There is no assurance that dividends or distributions on non-cumulative preferred stocks in which CEM invests will be declared or otherwise paid.		A portion of EMO’s portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its stockholders. There is no assurance that dividends or distributions on non-cumulative preferred stocks in which EMO invests will be declared or otherwise paid.		No difference.
		CEM may invest in warrants or rights (including those acquired in units or attached to other securities) that entitle the holder to buy equity securities at a specific price for a specific period of time but does so only if such equity securities are deemed appropriate by ClearBridge for inclusion in CEM’s portfolio.		EMO may invest in warrants or rights (including those acquired in units or attached to other securities) that entitle the holder to buy equity securities at a specific price for a specific period of time but will do so only if such equity securities are deemed appropriate by ClearBridge for inclusion in EMO’s portfolio.		No difference.
		CEM may purchase Rule 144A securities for which there may be a secondary market of qualified institutional buyers as contemplated by Rule 144A under the 1933 Act.		EMO may purchase Rule 144A securities for which there may be a secondary market of qualified institutional buyers as contemplated by Rule 144A under the 1933 Act.		No difference.
		CEM may invest in royalty trusts. However, such investments do not count towards CEM’s 80% policy		EMO may invest in royalty trusts. However, such investments do not count towards EMO’s 80% policy.		No difference.
		CEM may invest in MLPs or MLP affiliates in other sectors of the economy. For instance, CEM may invest in entities operating in the natural resources sector including companies principally engaged in owning or developing		EMO may invest in MLPs or MLP affiliates in other sectors of the economy. For instance, EMO may invest in entities operating in the natural resources sector including companies principally engaged in owning or developing		No difference.

 

25

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		non-energy natural resources (including timber and minerals) and industrial materials, or supplying goods or services to such companies. Additionally, CEM may invest in MLPs that focus on developing infrastructure assets.		non-energy natural resources (including timber and minerals) and industrial materials, or supplying goods or services to such companies. Additionally, EMO may invest in MLPs that focus on developing infrastructure assets.
		CEM may invest in securities of foreign issuers including securities traded on non-U.S. exchanges and of emerging market issuers. Such investments in securities of foreign issuers may include investments in ADRs. CTR considers a country to be an emerging market country if, at the time of investment, it is represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle or low-income.		EMO may invest in securities of foreign issuers including securities traded on non-U.S. exchanges and of emerging market issuers. Such investments in securities of foreign issuers may include investments in ADRs. EMO considers a country to be an emerging market country if, at the time of investment, it is represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle or low-income.		No difference.
		CEM may enter into derivative transactions, such as interest rate swaps, options contracts, futures contracts, forward contracts, options on futures contracts and indexed securities for investment, hedging and risk management purposes; provided that CEM’s exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its Managed Assets. With respect to this limitation, CEM may net derivatives with opposite exposure to the same underlying instrument. To the extent that the security or index underlying the derivative or synthetic instrument is or is composed of securities of energy MLPs, CEM will include such derivative and synthetic instruments, at market value, for the purposes of CEM’s 80% policy. CEM may sell certain equity securities		EMO may enter into derivative transactions, such as interest rate swaps, options contracts, futures contracts, forward contracts, options on futures contracts and indexed securities for investment, hedging and risk management purposes; provided that EMO’s exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its Managed Assets. With respect to this limitation, EMO may net derivatives with opposite exposure to the same underlying instrument. To the extent that the security or index underlying the derivative or synthetic instrument is or is composed of securities of energy MLPs, EMO will include such derivative and synthetic instruments, at market value, for the purposes of EMO’s 80% policy. EMO may sell certain equity securities		No difference.

 

26

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		short for investment and/or hedging purposes. CEM may use any or all of these techniques at any time, and the use of any particular derivative transaction will depend on market conditions. CEM’s ability to pursue certain of these strategies may be limited by applicable regulations of the CFTC, SEC, or other applicable regulators		short for investment and/or hedging purposes. EMO may use any or all of these techniques at any time, and the use of any particular derivative transaction will depend on market conditions. EMO’s ability to pursue certain of these strategies may be limited by applicable regulations of the CFTC, SEC, or other applicable regulators.
		CTR is operated by persons who have claimed an exclusion, granted to operators of registered investment companies like CTR, from registration as a “commodity pool operator” with respect to the Fund under the Commodity Exchange Act (the “CEA”), and, therefore, are not subject to registration or regulation with respect to the Fund under the CEA. As a result, since December 31, 2012, CTR has been limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate futures) (collectively, “commodity interests”) or options on commodity futures, engage in certain swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than “bona fide hedging,” as defined in the rules of the Commodity Futures Trading Commission. With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish CTR’s positions in such investments may not exceed 5% of the liquidation value of CTR’s portfolio (after accounting for unrealized profits and unrealized losses on		EMO is operated by persons who have claimed an exclusion, granted to operators of registered investment companies like EMO, from registration as a “commodity pool operator” with respect to EMO under the Commodity Exchange Act (the “CEA”), and, therefore, are not subject to registration or regulation with respect to EMO under the CEA. As a result, since December 31, 2012, EMO has been limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate futures) (collectively, “commodity interests”) or options on commodity futures, engage in certain swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than “bona fide hedging,” as defined in the rules of the Commodity Futures Trading Commission. With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish EMO’s positions in such investments may not exceed 5% of the liquidation value of EMO’s portfolio (after accounting for unrealized profits and unrealized losses on		No difference.

 

27

		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the CTR’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, CTR may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets.		any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of EMO’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, EMO may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets.
		CEM may use interest rate swaps for hedging purposes only and not as a speculative investment and would typically use interest rate swaps to shorten the average interest rate reset time of CEM’s holdings. Interest rate swaps involve the exchange by CEM with another party of their respective commitments to pay or receive interest (e.g., an exchange of fixed rate payments for floating rate payments). CEM will only enter into interest rate swaps on a net basis, which means that the two payment streams are netted out in a cash settlement on the payment date or dates specified in the interest rate swap, with CEM receiving or paying, as the case may be, only the net amount of the two payments. If the other party to an interest rate swap defaults, CEM’s risk of loss consists of the net amount of payments that CEM is contractually entitled to receive. The net amount of the excess, if any, of CEM’s obligations over its entitlements will be maintained in a segregated account by CEM’s custodian. CEM will not enter into any interest rate		EMO may use interest rate swaps for hedging purposes only and not as a speculative investment and would typically use interest rate swaps to shorten the average interest rate reset time of EMO’s holdings. Interest rate swaps involve the exchange by EMO with another party of their respective commitments to pay or receive interest (e.g., an exchange of fixed rate payments for floating rate payments). EMO will only enter into interest rate swaps on a net basis, which means that the two payment streams are netted out in a cash settlement on the payment date or dates specified in the interest rate swap, with EMO receiving or paying, as the case may be, only the net amount of the two payments. If the other party to an interest rate swap defaults, EMO’s risk of loss consists of the net amount of payments that EMO is contractually entitled to receive. The net amount of the excess, if any, of EMO’s obligations over its entitlements will be maintained in a segregated account by EMO’s custodian. EMO will not enter into any interest rate		No difference.

 

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		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		swap unless the claims-paying ability of the other party thereto is considered to be investment grade by ClearBridge. If there is a default by the other party to such a transaction, CEM will have contractual remedies pursuant to the agreements related to the transaction, which may or may not be limited by applicable bankruptcy, receivership, or other insolvency laws. These instruments are traded in the over-the-counter market, though in the future may be required to be traded through a derivatives clearing organization and/or a swap execution facility.		swap unless the claims-paying ability of the other party thereto is considered to be investment grade by ClearBridge. If there is a default by the other party to such a transaction, EMO will have contractual remedies pursuant to the agreements related to the transaction, which may or may not be limited by applicable bankruptcy, receivership, or other insolvency laws. These instruments are traded in the over-the-counter market, though in the future may be required to be traded through a derivatives clearing organization and/or a swap execution facility.
		CEM may, but has no current intention to, invest in securities of other closed-end or open-end investment companies that invest primarily in MLP entities in which CEM may invest directly to the extent permitted by the 1940 Act. CEM may invest in other investment companies during periods when it has large amounts of uninvested cash, such as the period shortly after CEM receives the proceeds of the offering of its securities, during periods when there is a shortage of attractive MLP securities available in the market, or when ClearBridge believes share prices of other investment companies offer attractive values. CEM may invest in investment companies that are advised by ClearBridge or its affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the SEC. Other investment companies may have investment policies that differ from those of CEM. In addition, to the extent CEM invests in other investment		EMO may, but has no current intention to, invest in securities of other closed-end or open-end investment companies, including exchange-traded funds, that invest primarily in MLP entities in which EMO may invest directly to the extent permitted by the 1940 Act. EMO may invest in other investment companies during periods when it has large amounts of uninvested cash, such as the period shortly after EMO receives the proceeds of the offering of its securities, during periods when there is a shortage of attractive MLP securities available in the market, or when ClearBridge believes share prices of other investment companies offer attractive values. EMO may invest in investment companies that are advised by ClearBridge or its affiliates to the extent permitted by applicable law and/or pursuant to exemptive relief from the SEC. Other investment companies may have investment policies that differ from those of EMO. In addition, to the extent EMO		No difference.

 

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		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		companies, CEM is dependent upon the investment and research abilities of persons other than ClearBridge.		invests in other investment companies, EMO is dependent upon the investment and research abilities of persons other than ClearBridge.
		ClearBridge expects, consistent with CEM’s investment objective and policies, to invest in such new types of securities and to engage in such new types of investment practices if ClearBridge believes that these investments and investment techniques may assist CEM in achieving its investment objective. In addition, ClearBridge may use investment techniques and instruments that are not specifically described herein.		ClearBridge expects, consistent with EMO’s investment objective and policies, to invest in such new types of securities and to engage in such new types of investment practices if ClearBridge believes that these investments and investment techniques may assist EMO in achieving its investment objective. In addition, ClearBridge may use investment techniques and instruments that are not specifically described herein.		No difference.
		At times ClearBridge may judge that conditions in the markets for securities of MLP entities make pursuing CEM’s investment strategy inconsistent with the best interests of its stockholders. At such times ClearBridge may, temporarily, use alternative strategies primarily designed to reduce fluctuations in the value of CEM’s assets. If CEM takes a temporary defensive position, it may be unable to achieve its investment objective.   In implementing these “defensive” strategies, CEM may invest all or a portion of its assets in cash, obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers’ acceptances; or any other fixed income securities that ClearBridge considers consistent with this strategy. It is impossible to predict if, when or for how long CEM		At times ClearBridge may judge that conditions in the markets for securities of MLP entities make pursuing EMO’s investment strategy inconsistent with the best interests of its stockholders. At such times ClearBridge may, temporarily, use alternative strategies primarily designed to reduce fluctuations in the value of EMO’s assets. If EMO takes a temporary defensive position, it may be unable to achieve its investment objective.   In implementing these “defensive” strategies, EMO may invest all or a portion of its assets in cash, obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers’ acceptances; or any other fixed income securities that ClearBridge considers consistent with this strategy. It is impossible to predict if, when or for how long EMO		No difference.

 

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		ClearBridge MLP and Midstream Fund Inc. (CEM)		ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)		Differences between CTR and EMO
		will use these alternative strategies. There can be no assurance that such strategies will be successful.		will use these alternative strategies. There can be no assurance that such strategies will be successful.
		It is not CEM’s policy to engage in transactions with the objective of seeking profits from short-term trading. However, CEM may engage in active and frequent trading when ClearBridge believes such trading is, in light of prevailing economic and market conditions, in the best interests of CEM’s stockholders. Frequent trading also increases transaction costs, which could detract from CEM’s performance		It is not EMO’s policy to engage in transactions with the objective of seeking profits from short-term trading. However, EMO may engage in active and frequent trading when ClearBridge believes such trading is, in light of prevailing economic and market conditions, in the best interests of EMO’s stockholders. Frequent trading also increases transaction costs, which could detract from EMO’s performance.		No difference.

Risk Factors

There is no assurance that CTR, CEM or EMO will meet their investment objectives. You may lose money on your investment in any of the Funds. The value of each Fund’s shares may go up or down, sometimes rapidly and unpredictably. Market conditions, financial conditions of issuers represented in each Fund’s portfolio, investment strategies, portfolio management and other factors affect the volatility of each Fund’s shares. An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

The following section includes a summary of the principal risks of investing in EMO. Except as described below, your investment in CTR or CEM is subject to the same risks.

Investment and Market Risk. An investment in EMO is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in securities represents an indirect investment in the energy midstream entities and other securities owned by EMO, most of which could be purchased directly. The value of the Fund’s portfolio securities may move up or down, sometimes rapidly and unpredictably. At any point in time, your Common Stock may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

Energy Sector Risks. MLPs and midstream entities operating in the energy sector are subject to many operating risks, including: equipment failure causing outages; structural, maintenance, impairment and safety problems; transmission or transportation constraints, inoperability or inefficiencies; dependence on a specified fuel source; changes in electricity and fuel usage; availability of competitively priced alternative energy sources; changes in generation efficiency and market heat rates; lack of sufficient capital to maintain facilities; significant capital expenditures to keep older assets operating efficiently; seasonality; changes in supply and demand for energy; catastrophic and/or weather-related events such as spills, leaks, well blowouts, uncontrollable flows, ruptures, fires, explosions, floods, earthquakes, hurricanes, discharges of toxic gases and similar occurrences; storage, handling, disposal and decommissioning costs; and environmental compliance. Breakdown or failure of an energy company’s assets may prevent it from performing under applicable sales agreements, which in certain situations could result in termination of the agreement or incurring a liability for liquidated damages. As a result

 

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of the above risks and other potential hazards associated with energy companies, certain companies may become exposed to significant liabilities for which they may not have adequate insurance coverage. Any of the aforementioned risks could have a material adverse effect on the business, financial condition, results of operations and cash flows of energy companies.

Because the Fund invests, under normal market conditions, at least 80% of its Managed Assets in energy midstream entities including entities structured as both partnerships and corporations, concentration in the energy sector may present more risks than if the Fund were broadly diversified over numerous sectors of the economy. A downturn in the energy sector of the economy, adverse political, legislative or regulatory developments, material declines in energy-related commodity prices (such as those experienced over the last few years) or other events could have a larger impact on the Fund than on an investment company that does not concentrate in the sector. At times, the performance of securities of companies in the sector may lag the performance of other sectors or the broader market as a whole. In addition, there are several specific risks associated with investments in the energy sector, including the following.

Because the Fund invests, under normal market conditions, at least 80% of its managed assets in energy midstream entities including entities structured as both partnerships and corporations, concentration in the energy sector may present more risks than if the Fund were broadly diversified over numerous sectors of the economy. A downturn in the energy sector of the economy, adverse political, legislative or regulatory developments, material declines in energy-related commodity prices (such as those experienced over the last few years) or other events could have a larger impact on the Fund than on an investment company that does not concentrate in the sector. At times, the performance of securities of companies in the sector may lag the performance of other sectors or the broader market as a whole. In addition, there are several specific risks associated with investments in the energy sector, including the following:

Regulatory Risk. The energy sector is highly regulated. MLPs and other entities operating in the energy sector are subject to significant regulation of nearly every aspect of their operations by federal, state and local governmental agencies. Such regulation can change rapidly or over time in both scope and intensity. For example, a particular by-product or process, including hydraulic fracturing, may be declared hazardous—sometimes retroactively—by a regulatory agency and unexpectedly increase production costs or limit ability to develop some reserves. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may materially adversely affect the financial performance of MLPs and midstream entities.

Specifically, the operations of wells, gathering systems, pipelines, refineries and other facilities are subject to stringent and complex federal, state and local environmental laws and regulations. These include, for example:

 

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the federal Clean Air Act and comparable state laws and regulations that impose obligations related to air emissions;

 

•

the federal Clean Water Act and comparable state laws and regulations that impose obligations related to discharges of pollutants into regulated bodies of water;

 

•

RCRA and comparable state laws and regulations that impose requirements for the handling and disposal of waste from facilities; and

 

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CERCLA, also known as “Superfund,” and comparable state laws and regulations that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by MLPs or at locations to which they have sent waste for disposal.

 

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Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of orders enjoining future operations. Certain environmental statutes, including RCRA, CERCLA, the federal Oil Pollution Act and analogous state laws and regulations, impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed of or otherwise released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other waste products into the environment.

There is an inherent risk that entities may incur environmental costs and liabilities due to the nature of their businesses and the substances they handle. For example, an accidental release from wells or gathering pipelines could subject them to substantial liabilities for environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for related violations of environmental laws or regulations. Moreover, the possibility exists that stricter laws, regulations or enforcement policies could significantly increase the compliance costs of entities or limit their ability to develop some reserves. For example, hydraulic fracturing, a technique used in the completion of certain oil and gas wells, has become a subject of increasing regulatory scrutiny and may be subject in the future to more stringent, and more costly to comply with, requirements. Similarly, the implementation of more stringent environmental requirements could significantly increase the cost of any remediation that may become necessary. Entities may not be able to recover these costs from insurance.

Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the United States and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burning fossil fuels, and methane, the major constituent of natural gas, which many scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain companies in which the Fund may invest to operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by companies in which the Fund may invest.

Federal, state and local governments may enact laws, and federal, state and local agencies (such as the Environmental Protection Agency) may promulgate rules or regulations, that prohibit or significantly regulate the operation of energy assets. For instance, in the wake of a Supreme Court decision holding that the EPA has some legal authority to deal with climate change under the Clean Air Act, the EPA and the Department of Transportation jointly wrote regulations to cut gasoline use and control greenhouse gas emissions from cars and trucks. The EPA has also taken action to require certain entities to measure and report greenhouse gas emissions and certain facilities may be required to control emissions of greenhouse gases pursuant to EPA air permitting and other regulatory programs. These measures, and other programs addressing greenhouse gas emissions, could reduce demand for energy or raise prices, which may adversely affect the total return of certain of the Fund’s investments.

Commodity Price Risk. MLPs and midstream entities operating in the energy sector may be affected by fluctuations in the prices of energy commodities, including, for example, natural gas, natural gas liquids, crude oil and coal, in the short-and long-term. Fluctuations in energy commodity prices would impact directly companies that own such energy commodities and could impact indirectly companies that engage in transportation, storage, processing, distribution or marketing of such energy commodities. Fluctuations in energy commodity prices can result from changes in general economic conditions or political circumstances (especially of key energy producing and consuming countries); market conditions; weather patterns; domestic production levels; volume of imports; energy conservation; domestic and foreign governmental regulation; international politics; policies of OPEC; taxation; tariffs; and the availability and costs of local, intrastate and interstate transportation methods. The energy sector as a whole may also be impacted by the perception that the performance of energy sector companies is directly linked to commodity prices. High commodity prices may drive further energy conservation efforts, and a slowing economy may adversely impact energy consumption,

 

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which may adversely affect the performance of MLPs and midstream entities operating in the energy sector. Recent economic and market events have fueled concerns regarding potential liquidations of commodity futures and options positions.

Depletion Risk. Entities engaged in the exploration, development, management or production of energy commodities face the risk that commodity reserves are depleted over time. Such companies seek to increase their reserves through expansion of their current businesses, acquisitions, further development of their existing sources of energy commodities, exploration of new sources of energy commodities or by entering into long-term contracts for additional reserves; however, there are risks associated with each of these potential strategies. If such companies fail to acquire additional reserves in a cost-effective manner and at a rate at least equal to the rate at which their existing reserves decline, their financial performance may suffer. Additionally, failure to replenish reserves could reduce the amount and affect the tax characterization of the distributions paid by such companies.

Supply and Demand Risk. Entities operating in the energy sector could be adversely affected by reductions in the supply of or demand for energy commodities. The volume of production of energy commodities and the volume of energy commodities available for transportation, storage, processing or distribution could be affected by a variety of factors, including depletion of resources; depressed commodity prices; catastrophic events; labor relations; increased environmental or other governmental regulation; equipment malfunctions and maintenance difficulties; import volumes; international politics, policies of OPEC; and increased competition from alternative energy sources. Alternatively, a decline in demand for energy commodities could result from factors such as adverse economic conditions (especially in key energy-consuming countries); increased taxation; increased environmental or other governmental regulation; increased fuel economy; increased energy conservation or use of alternative energy sources; legislation intended to promote the use of alternative energy sources; or increased commodity prices.

Acquisition Risk. MLP and midstream entity investments owned by the Fund may depend on their ability to make acquisitions that increase adjusted operating surplus per unit in order to increase distributions to unit holders. The ability of such MLPs and midstream entities to make future acquisitions is dependent on their ability to identify suitable targets, negotiate favorable purchase contracts, obtain acceptable financing and outbid competing potential acquirers. To the extent that such MLPs and midstream entities are unable to make future acquisitions, or such future acquisitions fail to increase the adjusted operating surplus per unit, their growth and ability to make distributions to unit holders will be limited. There are risks inherent in any acquisition, including erroneous assumptions regarding revenues, acquisition expenses, operating expenses, cost savings and synergies; assumption of liabilities; indemnification; customer losses; key employee defections; distraction from other business operations; and unanticipated difficulties in operating or integrating new product areas and geographic regions.

Weather Risks. Weather plays a role in the seasonality of some entities’ cash flows. Entities in the propane industry, for example, rely on the winter season to generate almost all of their earnings. In an unusually warm winter season, propane MLPs experience decreased demand for their product. Although most entities can reasonably predict seasonal weather demand based on normal weather patterns, extreme weather conditions, such as the hurricanes that severely damaged cities along the U.S. Gulf Coast in recent years, demonstrate that no amount of preparation can protect an entity from the unpredictability of the weather or possible climate change. The damage done by extreme weather also may serve to increase many entities’ insurance premiums and could adversely affect such companies’ financial condition and ability to pay distributions to stockholders.

Cyclical Industry Risk. The energy industry is cyclical and from time to time may experience a shortage of drilling rigs, equipment, supplies, or qualified personnel, or due to significant demand, such services may not be available on commercially reasonable terms. An entity’s ability to successfully and timely complete capital improvements to existing or other capital projects is contingent upon many variables. Should any such efforts be unsuccessful, an entity could be subject to additional costs and/or the write-off of its investment in the project or improvement. The marketability of oil and gas production depends in large part on the availability, proximity and

 

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capacity of pipeline systems owned by third parties. Oil and gas properties are subject to royalty interests, liens and other burdens, encumbrances, easements or restrictions, all of which could impact the production of a particular entity. Oil and gas entities operate in a highly competitive and cyclical industry, with intense price competition. A significant portion of their revenues may depend on a relatively small number of customers, including governmental entities and utilities.

Catastrophic Event Risk. MLPs and midstream entities operating in the energy sector are subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. These dangers include leaks, fires, explosions, damage to facilities and equipment resulting from natural disasters, inadvertent damage to facilities and equipment (such as those suffered by BP’s Deepwater Horizon drilling platform in 2010 or spills by various onshore oil pipelines) and terrorist acts. Since the September 11th terrorist attacks, the U.S. government has issued warnings that energy assets, specifically U.S. pipeline infrastructure, may be targeted in future terrorist attacks. These dangers give rise to risks of substantial losses as a result of loss or destruction of commodity reserves; damage to or destruction of property, facilities and equipment; pollution and environmental damage; and personal injury or loss of life. Any occurrence of such catastrophic events could bring about a limitation, suspension or discontinuation of the operations of MLPs and midstream entities operating in the energy sector. MLPs and midstream entities operating in the energy sector may not be fully insured against all risks inherent in their business operations and therefore accidents and catastrophic events could adversely affect such companies’ financial condition and ability to pay distributions to stockholders. It is expected that increased governmental regulation will mitigate such catastrophic risk, such as the recent oil spills referred to above, which could increase insurance premiums and other operating costs for MLPs and midstream entities.

Industry Specific Risks. MLPs and midstream entities operating in the energy sector are also subject to risks that are specific to the industry they serve.

Pipelines. Pipeline companies are subject to (i) the demand for natural gas, natural gas liquids, crude oil or refined products in the markets they serve, (ii) changes in the availability of products for gathering, transportation, processing or sale due to natural declines in reserves and production in the supply areas serviced by the companies’ facilities, (iii) sharp decreases in crude oil or natural gas prices that cause producers to curtail production or reduce capital spending for exploration activities, and (iv) environmental regulation. Demand for gasoline, which accounts for a substantial portion of refined product transportation, depends on price, prevailing economic conditions in the markets served, and demographic and seasonal factors. Companies that own interstate pipelines that transport natural gas, natural gas liquids, crude oil or refined petroleum products are subject to regulation by the Federal Energy Regulatory Commission (“FERC”) with respect to the tariff rates they may charge for transportation services. An adverse determination by FERC with respect to the tariff rates of such companies could have a material adverse effect on their business, financial condition, results of operations and cash flows and their ability to pay cash distributions or dividends.

Further, effective January 2018, the 2017 Tax Cuts and Jobs Act changed several provisions of the federal tax code, including a reduction in the maximum corporate tax rate. Following the 2017 Tax Cuts and Jobs Act being signed into law, filings have been made at FERC requesting that FERC require natural gas and liquids pipelines to lower their transportation rates to account for lower taxes. Following the effective date of the law, FERC orders granting certificates to construct proposed natural gas pipeline facilities have directed pipelines proposing new rates for service on those facilities to re-file such rates so that the rates reflect the reduction in the corporate tax rate, and FERC has issued data requests in pending certificate proceedings for proposed natural gas pipeline facilities requesting pipelines to explain the impacts of the reduction in the corporate tax rate on the rate proposals in those proceedings and to provide re-calculated initial rates for service on the proposed pipeline facilities. Furthermore, on March 15, 2018, the FERC took a number of actions that could materially adversely impact MLPs. For example, the FERC reversed a long-standing policy that allowed MLPs to recover an income tax allowance when calculating the transportation rates for cost-of-service pipelines owned by such MLPs,

 

35

arguing that MLPs are pass-through entities that do not incur income taxes and that recovery of an income tax allowance would lead to double recovery. In July of 2018, the FERC issued Order No. 849, which required pipelines to make one-time filings to allow FERC to determine which cost-of-service natural gas pipelines may be collecting unjust and unreasonable rates or are overearning in light of 1) the corporate income tax reductions; and 2) the FERC’s revised policy concerning an MLP’s ability to recover an income tax allowance. Reports were filed in late 2018. While the Commission has closed some of these proceedings with no further action, the Commission has also initiated investigations into the rates of a number of pipelines pursuant to its authority under section 5 of the Natural Gas Act as a result of its review of the one-time filings. With respect to cost-of-service oil and refined products pipelines, the FERC announced that it will account for the lower corporate tax rate and the FERC’s policy change related to an MLP’s ability to recover an income tax allowance in 2020 when setting the next cost inflation index level, which index level sets the maximum allowable rate increases for oil and refined products pipelines and is set by FERC every five years, which could limit such pipelines’ ability to raise rates.

FERC also issued a policy statement that provides accounting and ratemaking guidance for treatment of accumulated deferred income tax (“ADIT”) for all FERC-jurisdictional public utilities, natural gas pipelines, and oil pipelines, as FERC found the tax rate reduction would also result in a reduction in ADIT liabilities and ADIT assets on the books of rate-regulated companies. The companies in the energy and infrastructure sector that own the affected natural gas, oil or refined products pipelines could experience a material reduction in revenues and cash flows, which may in turn materially adversely affect their financial condition. FERC may enact other regulations or issue further requests to pipelines that may lead to lower rates.

Gathering and processing. Gathering and processing companies are subject to natural declines in the production of oil and natural gas fields, which utilize their gathering and processing facilities as a way to market their production, prolonged declines in the price of natural gas or crude oil, which curtails drilling activity and therefore production, and declines in the prices of natural gas liquids and refined petroleum products, which cause lower processing margins. In addition, some gathering and processing contracts subject the gathering or processing company to direct commodities price risk.

Midstream. MLPs and midstream entities that provide crude oil, refined product and natural gas services are subject to supply and demand fluctuations in the markets they serve which may be impacted by a wide range of factors including fluctuating commodity prices, weather, increased conservation or use of alternative fuel sources, increased governmental or environmental regulation, depletion, rising interest rates, declines in domestic or foreign production, accidents or catastrophic events, and economic conditions, among others.

Exploration and production. Exploration, development and production companies are particularly vulnerable to declines in the demand for and prices of crude oil and natural gas. Reductions in prices for crude oil and natural gas can cause a given reservoir to become uneconomic for continued production earlier than it would if prices were higher, resulting in the plugging and abandonment of, and cessation of production from, that reservoir. In addition, lower commodity prices not only reduce revenues but also can result in substantial downward adjustments in reserve estimates. The accuracy of any reserve estimate is a function of the quality of available data, the accuracy of assumptions regarding future commodity prices and future exploration and development costs and engineering and geological interpretations and judgments. Different reserve engineers may make different estimates of reserve quantities and related revenue based on the same data. Actual oil and gas prices, development expenditures and operating expenses will vary from those assumed in reserve estimates, and these variances may be significant. Any significant variance from the assumptions used could result in the actual quantity of reserves and future net cash flow being materially different from those estimated in reserve reports. In addition, results of drilling, testing and production and changes in prices after the date of reserve estimates may result in downward revisions to such estimates. Substantial downward adjustments in reserve estimates could have a material adverse effect on a given exploration and production company’s financial position and results of operations. In addition, due to natural declines in reserves and production, exploration and production companies must economically find or acquire and develop additional reserves in order to maintain and grow their revenues and distributions.

 

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Propane. Propane MLPs are subject to earnings variability based upon weather conditions in the markets they serve, fluctuating commodity prices, increased use of alternative fuels, increased governmental or environmental regulation, and accidents or catastrophic events, among others.

Coal. MLPs and other entities with coal assets are subject to supply and demand fluctuations in the markets they serve, which may be impacted by a wide range of factors including fluctuating commodity prices, the level of their customers’ coal stockpiles, weather, increased conservation or use of alternative fuel sources, increased governmental or environmental regulation, depletion, rising interest rates, declines in domestic or foreign production, mining accidents or catastrophic events, health claims and economic conditions, among others. It has become increasingly difficult to obtain and maintain the permits necessary to mine coal. Further, such permits, if obtained, have increasingly contained more stringent, and more difficult and costly to comply with, provisions relating to environmental protection.

Marine shipping. Marine shipping (or “tanker” companies) are exposed to many of the same risks as other energy companies. In addition, the highly cyclical nature of the tanker industry may lead to volatile changes in charter rates and vessel values, which may adversely affect the earnings of tanker companies in our portfolio. Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. Historically, the tanker markets have been volatile because many conditions and factors can affect the supply and demand for tanker capacity. Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect revenues, profitability and cash flows of tanker companies. The successful operation of vessels in the charter market depends upon, among other things, obtaining profitable spot charters and minimizing time spent waiting for charters and traveling unladen to pick up cargo. The value of tanker vessels may fluctuate and could adversely affect the value of tanker company securities in our portfolio. Declining tanker values could affect the ability of tanker companies to raise cash by limiting their ability to refinance their vessels, thereby adversely impacting tanker company liquidity. Tanker company vessels are at risk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad weather. Tanker vessels are also subject to international environmental regulations, including increasingly stringent engine efficiency and ballast water exchange requirements, and older vessels that have not been retrofitted may be limited in the ports they can access. In addition, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes, boycotts and government requisitioning of vessels. These sorts of events could interfere with shipping lanes and result in market disruptions and a significant loss of tanker company earnings.

Energy and Energy Infrastructure Sector Risk. EMO is subject to the risk of focusing investments in the energy sector, which makes it more susceptible to factors adversely affecting issuers within that industry than would a fund investing in a more diversified portfolio of securities. A downturn in the energy sector of the economy could have an adverse impact on EMO. At times, the performance of securities of companies in the energy sector of the economy may lag the performance of other sectors or the broader market as a whole. The profitability of companies in the energy infrastructure sector is related to worldwide energy prices and costs related to energy production. The energy sector is cyclical and highly dependent on commodity prices. Energy-related companies can be significantly affected by the supply of, and demand for, particular energy products (such as oil and natural gas). Companies in the energy infrastructure sector may be adversely affected by natural disasters or other catastrophes. These companies may be at risk for environmental damage claims and other types of litigation. Companies in the energy infrastructure sector also may be adversely affected by changes in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative perception, efforts at energy conservation and world events in the regions in which the companies operate (e.g., expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and repatriation of capital, military coups, social unrest, violence or labor unrest). Companies in the energy infrastructure sector may have significant capital investments in, or engage in transactions involving, emerging market countries, which may heighten these risks.

 

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Risks of Investing in MLP Units. An investment in MLP units involves risks that differ from a similar investment in equity securities, such as common stock, of a corporation. Holders of MLP units have the rights typically afforded to limited partners in a limited partnership. As compared to common stockholders of a corporation, holders of MLP units have more limited control and limited rights to vote on matters affecting the partnership. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Additionally, conflicts of interest may exist among common unit holders, subordinated unit holders and the general partner or managing member of an MLP; for example, a conflict may arise as a result of incentive distribution payments, and the general partner does not generally have any duty to the limited partners beyond a “good faith” standard. For example, over the last few years there have been several “simplification” transactions in which the incentive distribution rights were eliminated by either (i) a purchase of the outstanding MLP units by the general partner or (ii) by the purchase of the incentive distribution rights by the MLP. These simplification transactions present a conflict of interest between the general partner and the MLP and may be structured in a way that is unfavorable to the MLP. There are also certain tax risks associated with an investment in MLP units (described below).

Tax Risks of Investing in Equity Securities of MLPs. Partnerships do not pay United States federal income tax at the partnership level. Rather, each partner of a partnership, in computing its United States federal income tax liability, will include its allocable share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law, a change in the business of a given MLP, or a change in the types of income earned by a given MLP, could result in an MLP being treated as a corporation for United States federal income tax purposes, which would result in such MLP being required to pay United States federal income tax on its taxable income. The classification of an MLP as a corporation for United States federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and causing any such distributions received by the Fund to be taxed as dividend income to the extent of the MLP’s current or accumulated earnings and profits. Thus, if any of the MLPs owned by the Fund were treated as corporations for United States federal income tax purposes, the after-tax return to the Fund with respect to its investment in such MLPs could be materially reduced, which could cause a substantial decline in the value of the Fund’s Common Shares.

The Fund is treated as a regular corporation, or a “C” corporation, for United States federal income tax purposes and, as a result, unlike most investment companies, is subject to corporate income tax to the extent the Fund recognizes positive returns. Any taxes paid by the Fund reduce the amount available to pay distributions to common stockholders, and therefore investors in the Fund will likely receive lower distributions than if they invested directly in MLPs.

To the extent that the Fund invests in the equity securities of an MLP, the Fund will be a partner in such MLP. Accordingly, the Fund is required to include in its taxable income the Fund’s allocable share of the income, gains, losses, deductions and expenses recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund. Historically, MLPs have been able to offset a significant portion of their income with tax deductions. The Fund incurs a current tax liability on its allocable share of an MLP’s income and gains that are not offset by the MLP’s tax deductions, losses and credits, or its net operating loss carryovers, if any. The portion, if any, of a distribution received by the Fund from an MLP that is offset by the MLP’s tax deductions, losses or credits is treated as a return of capital. However, those distributions reduce the Fund’s adjusted tax basis in the equity securities of the MLP, which results in an increase in the amount of gain (or decrease in the amount of loss) that is recognized by the Fund for United States federal income tax purposes upon the sale of any such equity securities or upon subsequent distributions in respect of such equity securities. The percentage of an MLP’s income and gains that are offset by tax deductions, losses and credits will fluctuate over time for various reasons. A significant slowdown in acquisition activity or capital spending by MLPs held in the Fund’s portfolio could result in a reduction of accelerated depreciation generated by new acquisitions, which may result in increased current tax liability for the Fund.

 

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The Fund accrues deferred income taxes for its future tax liability associated with the difference between the Fund’s tax basis in an MLP security and the fair market value of the MLP security. Upon the Fund’s sale of an MLP security, the Fund will be liable for previously deferred taxes on taxable realized gains from such sale. The Fund relies to some extent on information provided by MLPs, which may not necessarily be timely, to estimate its deferred tax liability for purposes of financial statement reporting and determining its net asset value. From time to time, the Fund may modify its estimates or assumptions regarding its deferred tax liability as new information becomes available.

A corporation’s earnings and profits are generally calculated by making certain adjustments to the corporation’s reported taxable income. However, because of the Fund’s investment in equity securities of MLPs, its earnings and profits may be calculated using accounting methods that are different from those used for calculating taxable income. Due to these differences, the Fund may make distributions out of its current or accumulated earnings and profits, which will be treated as dividends, that are in excess of its taxable income.

In addition, changes in tax laws or regulations, or future interpretations of such laws or regulations, could adversely affect the Fund or the MLP investments in which the Fund invests. For instance, the Tax Cuts and Jobs Act enacted in 2017 has resulted in significant changes to the federal tax law. Some of these changes, such as partial limitations on the deductibility of business interest expense and the use of net operating loss carryovers, may have an adverse impact on the Fund or the MLPs in which it invests.

The Fund’s ability to use loss carryovers may be limited. Under the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and capital loss carryovers to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in the Fund’s ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Any such limitations on the Fund’s ability to use its net operating loss and capital loss carryovers could adversely impact the Fund’s business, financial condition, results of operations and cash flows. In addition, any such limitations may result in the expiration of all or a portion of the Fund’s net operating loss and capital loss carryovers before they are utilized.

Lack of Diversification of MLP Customers and Suppliers. Certain MLPs and midstream entities in which the Fund invests or may invest in the future depend upon a limited number of customers for substantially all of their revenue. Similarly, certain MLPs and midstream entities in which the Fund invests or may invest in the future depend upon a limited number of suppliers of goods or services to continue their operations. The loss of any such customers or suppliers could materially adversely affect such MLPs’ and midstream entities’ results of operations and cash flow, and their ability to make distributions to unit holders, such as the Fund, would therefore be materially adversely affected.

Affiliated Party Risk. Certain MLPs in which the Fund may invest depend upon their parent or sponsor entities for the majority of their revenues. If their parent or sponsor entities fail to make such payments or satisfy their obligations, the revenues and cash flows of such MLPs and ability of such MLPs to make distributions to unit holders, such as the Fund, would be adversely affected.

Equity Securities Risk. A substantial percentage of the Fund’s assets are invested in equity securities, including MLP common units, MLP subordinated units, MLP preferred units, equity securities of MLP affiliates, including I-Shares, and common stocks of other issuers. Equity risk is the risk that MLP units or other equity securities held by the Fund will fall due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, changes in interest rates, and the particular circumstances and performance of particular companies whose securities the Fund holds. The price of an equity security of an issuer may be particularly sensitive to general movements in the stock market, or a drop in the stock market may depress the price of most or all of the equity securities held by the Fund. In addition, MLP units or other equity securities held by the Fund may decline in price if the issuer fails to make anticipated distributions or dividend payments because, among other reasons, the issuer experiences a decline in its financial

 

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condition. In general, the equity securities of MLPs that are publicly traded partnerships tend to be less liquid than the equity securities of corporations, which means that the Fund could have difficulty selling such securities at the time it would prefer and at a price it believes would reflect the value of the security.

MLP subordinated units typically are convertible to MLP common units at a one-to-one ratio. The price of MLP subordinated units is typically tied to the price of the corresponding MLP common unit, less a discount. The size of the discount depends upon a variety of factors, including the likelihood of conversion, the length of time remaining until conversion and the size of the block of subordinated units being purchased or sold.

I-Shares represent an indirect investment in MLP I-units. Prices and volatilities of I-Shares tend to correlate to the price of common units. Holders of I-Shares are subject to the same risks as holders of MLP common units. In addition, I-Shares may trade less frequently, particularly those of issuers with smaller capitalizations. Given their potential for limited trading volume, I-Shares may display volatile or erratic price movements. In addition, I-Shares often may be subordinated in terms of liquidation rights to MLP common units.

If the Fund invests in equity securities of other open- or closed-end investment companies, including exchange-traded funds, the Fund will bear its ratable share of that investment company’s expenses, and common stockholders would remain subject to payment of the Fund’s investment management fees with respect to the assets so invested. Common stockholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies.

Interest Rate Risk. Rising interest rates could increase the costs of capital thereby increasing operating costs and reducing the ability of MLPs and midstream entities operating in the energy sector to carry out acquisitions or expansions in a cost-effective manner. As a result, rising interest rates could negatively affect the financial performance of MLPs and midstream entities operating in the energy sector. Rising interest rates may also impact the price of the securities of MLPs and midstream entities operating in the energy sector as the yields on alternative investments increase. During periods of rising interest rates, the market price of such securities generally declines. Conversely, during periods of declining interest rates, the market price of fixed income securities generally rises.

Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions on the Common Shares can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to stockholders. Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.

Liquidity Risk. Although the equity securities in which the Fund invests generally trade on major stock exchanges, certain securities owned by the Fund may trade less frequently, particularly those of MLPs, midstream entities and other issuers with smaller capitalizations. Securities with limited trading volumes may display volatile or erratic price movements. Also, the Fund may be one of the largest investors in certain sub-sectors of the energy or natural resource sectors. Thus, it may be more difficult for the Fund to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. Larger purchases or sales of these securities by the Fund in a short period of time may cause abnormal movements in the market price of these securities. As a result, these securities may be difficult to dispose of at a fair price at the times when ClearBridge believe it is desirable to do so. If these securities are private securities, they are more difficult to value, and market quotations may not accurately reflect the value of such securities. Investment of our capital in securities that are less actively traded or over time experience decreased trading volume may restrict our ability to take advantage of other market opportunities.

 

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Natural Resources Sector Risks. The natural resources sector includes companies principally engaged in owning or developing non-energy natural resources (including timber and minerals) and industrial materials, or supplying goods or services to such companies. The Fund’s investments in MLPs and midstream entities operating in the natural resources sector will be subject to the risk that prices of these securities may fluctuate widely in response to the level and volatility of commodity prices; exchange rates; import controls; domestic and global competition; environmental regulation and liability for environmental damage; mandated expenditures for safety or pollution control; the success of exploration projects; depletion of resources; tax policies; and other governmental regulation. Investments in the natural resources sector can be significantly affected by changes in the supply of or demand for various natural resources. The value of investments in the natural resources sector may be adversely affected by a change in inflation.

Small Capitalization Risk. The Fund may invest in securities of MLPs, midstream entities and other issuers that have comparatively smaller capitalizations relative to issuers whose securities are included in major benchmark indexes, which presents unique investment risks. These companies often have limited product lines, markets, distribution channels or financial resources, and the management of such companies may be dependent upon one or a few key people. The market movements of equity securities issued by MLPs and midstream entities with smaller capitalizations may be more abrupt or erratic than the market movements of equity securities of larger, more established companies or the stock market in general. Historically, smaller capitalization companies have sometimes gone through extended periods when they did not perform as well as larger companies. In addition, equity securities of smaller capitalization companies generally are less liquid than those of larger companies. Finally, small-cap securities may not be widely followed by the investment community, which may result in reduced demand. This means that the Fund could have greater difficulty selling such securities at the time and price that the Fund would like.

Competition Risk. A number of alternatives available to the Fund as vehicles for investment in a portfolio of energy MLPs, midstream entities and their affiliates currently exist, including other publicly traded investment companies, structured notes and private funds. These competitive conditions may adversely impact our ability to meet our investment objective, which in turn could adversely impact our ability to make distributions.

Restricted Securities Risk. The Fund may invest up to 30% of its Managed Assets in unregistered or otherwise restricted securities. The term “restricted securities” refers to securities that are unregistered, held by control persons of the issuer or are subject to contractual restrictions on their resale. Restricted securities are often purchased at a discount from the market price of unrestricted securities of the same issuer reflecting the fact that such securities may not be readily marketable without some time delay. Such securities are often more difficult to value and the sale of such securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of liquid securities trading on national securities exchanges or in the over-the-counter markets. Contractual restrictions on the resale of securities result from negotiations between the issuer and purchaser of such securities and therefore vary substantially in length and scope. To dispose of a restricted security that the Fund has a contractual right to sell, the Fund may first be required to cause the security to be registered. A considerable period may elapse between a decision to sell the securities and the time when the Fund would be permitted to sell, during which time the Fund would bear market risks. The difficulties and delays associated with selling restricted securities could result in our inability to realize a favorable price upon disposition of such securities, and at times might make disposition of such securities impossible.

Cash Flow Risk. The Fund expects that a substantial portion of the cash flow it receives will be derived from its investments in equity securities of MLPs and midstream entities. The amount and tax characterization of cash available for distribution by an MLP or midstream entity depends upon the amount of cash generated by such entity’s operations. Cash available for distribution by MLPs and midstream entities will vary widely from quarter to quarter and is affected by various factors affecting the entity’s operations and the energy industry at large. Large declines in commodity prices (such as those experienced from mid-2014 to early 2016) can result in material declines in cash flow from operations. Further, covenants in debt instruments issued by MLPs and

 

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midstream entities in which the Fund intends to invest may restrict distributions to equity holders or, in certain circumstances, may not allow distributions to be made to equity holders. Finally, the acquisition of an MLP or midstream entity by an acquiror with a lower yield could result in lower distributions to the equity holders of the acquired MLP or midstream entity. These kind of transactions have become more prevalent in recent years. To the extent MLPs and midstream entities that the Fund owns reduce their distributions to equity holders, this will result in reduced levels of net distributable income and can cause the Fund to reduce its distributions. In addition to the risks described herein, operating costs, capital expenditures, acquisition costs, construction costs, exploration costs and borrowing costs may reduce the amount of cash that an MLP or midstream entity has available for distribution in a given period.

Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, wars, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries or markets directly affected, the value and liquidity of the fund’s investments may be negatively affected. Following Russia’s invasion of Ukraine, Russian stocks lost all, or nearly all, of their market value. Other securities or markets could be similarly affected by past or future geopolitical or other events or conditions. Furthermore, events involving limited liquidity, defaults, non-performance or other adverse developments that affect one industry, such as the financial services industry, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, may spread to other industries, and could negatively affect the value and liquidity of the fund’s investments.

The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers is not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, took extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic. This and other government intervention into the economy and financial markets may not work as intended, and have resulted in a large expansion of government deficits and debt, the long term consequences of which are not known. In addition, the COVID-19 pandemic, and measures taken to mitigate its effects, could result in disruptions to the services provided to the fund by its service providers.

Valuation Risk. The sales price the Fund could receive for any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology. These differences may increase significantly and affect Fund investments more broadly during periods of market volatility. The Fund’s ability to value its investments may be impacted by technological issues and/or errors by pricing services or other third party service providers. The valuation of the Fund’s investments involves subjective judgment. To the extent the Fund invests in private securities, market prices generally are unavailable for such investments, including MLP subordinated units, direct ownership of general partner or managing member interests and restricted or unregistered securities of certain MLPs, midstream entities and private companies. The values of such securities will ordinarily be determined by fair valuations determined by the Board of Directors or its designee in accordance with procedures governing the valuation of portfolio securities adopted by the Board of Directors. Proper valuation of such securities may require more reliance on the judgment of ClearBridge than valuation of securities for which an active trading

 

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market exists. As a limited partner in the MLPs, the Fund includes its allocable share of the MLP’s taxable income in computing its own taxable income. Deferred income taxes in the financial statements of the Fund reflect (i) taxes on unrealized gains/losses, which are attributable to the temporary difference between fair market value and the cost basis of the Fund’s assets for financial reporting purposes, (ii) the net tax effects of temporary differences between the carrying amount and the cost basis of such assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and, as applicable, (iii) the net tax benefit of accumulated net operating losses, capital losses and tax credit carryovers. To the extent the Fund has a deferred tax asset, consideration is given as to whether or not a valuation allowance is required. The need to establish a valuation allowance for deferred tax assets is assessed periodically by the Fund based on the criterion established by Financial Accounting Standards Board Codification Topic 740, Income Taxes (formerly Statement of Financial Accounting Standards No. 109) that it is more likely than not that some portion or all of the deferred tax asset will not be realized. In the assessment for a valuation allowance, consideration is given to all positive and negative evidence related to the realization of the deferred tax asset. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability (which are highly dependent on future allocations of taxable income and future cash distributions from the Fund’s MLP holdings), the duration of statutory carryover periods and the associated risk that net operating loss, capital loss and tax credit carryovers may expire unused.

The Fund may rely to some extent on information provided by the MLPs, which may not necessarily be timely, to estimate taxable income allocable to the MLP units held in the portfolio and to estimate the associated deferred tax asset or liability. Such estimates are made in good faith. From time to time, as new information becomes available, the Fund modifies its estimates or assumptions regarding the deferred tax asset or liability.

Deferred tax assets may constitute a relatively high percentage of the Fund’s net asset value. A capital loss carryover may constitute a material deferred tax asset and also has a five-year expiration. Any valuation allowance required against deferred tax assets, such as a capital loss carryover, or future adjustments to a valuation allowance could have a material impact on the Fund’s net asset value and results of operations in the period the valuation allowance is recorded or adjusted.

Royalty Trust Risk. Royalty trusts are exposed to many of the same risks as other MLPs. In addition, the value of the equity securities of the royalty trusts in which the Fund invests may fluctuate in accordance with changes in the financial condition of those royalty trusts, the condition of equity markets generally, commodity prices, and other factors. Distributions on royalty trusts in which the Fund may invest will depend upon the declaration of distributions from the constituent royalty trusts, but there can be no assurance that those royalty trusts will pay distributions on their securities. Typically royalty trusts own the rights to royalties on the production and sales of a natural resource, including oil, gas, minerals and timber As these deplete, production and cash flows steadily decline, which may decrease distributions. The declaration of such distributions generally depends upon various factors, including the operating performance and financial condition of the royalty trust and general economic conditions.

In many circumstances, the royalty trusts in which the Fund may invest may have limited operating histories. The value of royalty trust securities in which the Fund invests are influenced by factors that are not within the Fund’s control, including the financial performance of the respective issuers, interest rates, exchange rates and commodity prices (which will vary and are determined by supply and demand factors including weather and general economic and political conditions), the hedging policies employed by such issuers, issues relating to the regulation of the energy industry and operational risks relating to the energy industry.

Market Discount from Net Asset Value Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities and may be a greater risk to investors expecting to sell their Common Stock in a relatively short period following completion of this offering. Whether investors will

 

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realize gains or losses upon the sale of the Common Stock will depend not upon the Fund’s net asset value but upon whether the market price of the Common Stock at the time of sale is above or below the investor’s purchase price for the Common Stock.

Below Investment Grade (High Yield or Junk Bond) Securities Risk. The Fund may invest up to 20% of its Managed Assets in fixed income securities of below investment grade quality. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.

Foreign Securities and Emerging Markets Risk. A fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S. companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. In addition, the Fund’s investments in foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.

The risks of foreign investment are greater for investments in emerging markets. The Fund considers a country to be an emerging market country if, at the time of investment, it is represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle- or low-income. Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading volumes may result in a lack of liquidity and in price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.

Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. The Fund may be unable or may choose not to hedge its foreign currency exposure.

Leverage Risk. The Fund may use leverage through borrowings, including loans from certain financial institutions and/or the issuance of debt securities, and through the issuance of preferred stock. The Fund may use leverage through borrowings in an aggregate amount of up to approximately 33 1/3% of the Fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, “total net assets”) immediately after such borrowings. Furthermore, the Fund may use leverage through the issuance of preferred stock in an aggregate amount of liquidation preference attributable to the preferred shares combined with the aggregate amount of any borrowings of up to approximately 50% of the Fund’s total net assets immediately after

 

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such issuance. The Fund had outstanding senior secured notes, a revolving credit facility with a financial institution and outstanding MRPS. Any effective leverage will create an opportunity for increased returns on the Fund’s Common Stock but also create the possibility of losses if the cost of leverage exceeds the return on the Fund’s investment. The effective leverage offered by such investments could cause the Fund’s net asset value to be subject to more frequent and wider fluctuation than would be the case if the Fund did not invest in them. Because the fees received by the FTFA and Clearbridge are based on the total Managed Assets of the Fund, the FTFA and Clearbridge have a financial incentive for the Fund to use financial leverage, which may create a conflict of interest between the FTFA and Clearbridge and the common stockholders. There is no assurance that the Fund’s strategy of investing in instruments that have the economic effect of financial leverage will be successful.

Derivatives Risk. The Fund may utilize a variety of derivative instruments such as interest rate swaps, options contracts, futures contracts, forward contracts, options on futures contracts and indexed securities. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to stockholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.

Effective August 19, 2022, the Fund began operating under Rule 18f-4 under the 1940 Act which, among other things, governs the use of derivative investments and certain financing transactions (e.g. reverse repurchase agreements) by registered investment companies. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value at risk (VaR) based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. A fund that uses derivative instruments in a limited amount is not subject to the full requirements of Rule 18f-4. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance. Rule 18f-4 may limit the Fund’s ability to use derivatives as part of its investment strategy.

Short Sales Risk. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will realize a loss, which may be substantial. A fund that engages in a short sale or short position may lose more money than the actual cost of the short sale or short position and its potential losses may be unlimited if the fund does not own the security sold short or the reference instrument and it is unable to close out of the short sale or short position.

Legal and Regulatory Risk. Legal, tax and regulatory changes could occur and may adversely affect the Fund and its ability to pursue its investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be imposed by the CFTC, the SEC, the U.S. Federal Reserve or other banking regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. In particular, these agencies are empowered to promulgate a variety of new rules pursuant to recently enacted financial reform legislation in the United States. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations.

 

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In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under these statutes, regulations and otherwise to take extraordinary actions in the event of market emergencies. The Fund and the Investment Manager have historically been eligible for exemptions from certain regulations. However, there is no assurance that the Fund and FTFA will continue to be eligible for such exemptions.

The U.S. Government enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, recordkeeping, and registration requirements. Although the CFTC has released final rules relating to clearing, reporting, recordkeeping and registration requirements under the legislation, certain of the provisions are subject to further final rule making, and thus its ultimate impact remains unclear. New regulations could, among other things, restrict the Fund’s ability to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the Fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute its investment strategies as a result. It is unclear how the regulatory changes will affect counterparty risk.

The CFTC and certain futures exchanges have established limits, referred to as “position limits,” on the maximum net long or net short positions which any person may hold or control in particular options and futures contracts; those position limits may also apply to certain other derivatives positions the Fund may wish to take. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Fund does not intend to exceed applicable position limits, it is possible that different clients managed by the Investment Manager and its affiliates may be aggregated for this purpose. Therefore it is possible that the trading decisions of the Investment Manager may have to be modified and that positions held by the Fund may have to be liquidated in order to avoid exceeding such limits. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the performance of the Fund.

The SEC has in the past adopted interim rules requiring reporting of all short positions above a certain de minimis threshold and may adopt rules requiring monthly public disclosure in the future. In addition, other non-U.S. jurisdictions where the Fund may trade have adopted reporting requirements. If the Fund’s short positions or its strategy become generally known, it could have a significant effect on ClearBridge’s ability to implement its investment strategy. In particular, it would make it more likely that other investors could cause a “short squeeze” in the securities held short by the Fund, forcing the Fund to cover its positions at a loss. Such reporting requirements also may limit the Investment Manager’s ability to access management and other personnel at certain companies where ClearBridge seeks to take a short position. In addition, if other investors engage in copycat behavior by taking positions in the same issuers as the Fund, the cost of borrowing securities to sell short could increase drastically and the availability of such securities to the Fund could decrease drastically. Such events could make the Fund unable to execute its investment strategy. In addition, the SEC and other regulatory and self-regulatory authorities have implemented various rules and may adopt additional rules in the future that may impact those engaging in short selling activity. If additional rules were adopted regarding short sales, they could restrict the Fund’s ability to engage in short sales in certain circumstances, and the Fund may be unable to execute its investment strategy as a result.

The SEC and regulatory authorities in other jurisdictions may adopt (and in certain cases, have adopted) bans on short sales of certain securities in response to market events. Bans on short selling may make it impossible for the Fund to execute certain investment strategies and may have a material adverse effect on the Fund’s ability to generate returns.

Counterparty Risk. The Fund may enter into transactions with counterparties that become unable or unwilling to fulfill their contractual obligations. There can be no assurance that any such counterparty will not default on its obligations to the Fund. In the event of a counterparty default, the Fund may be hindered or delayed

 

46

in exercising rights against a counterparty and may experience significant losses. To the extent that the Fund enters into multiple transactions with a single or small set of counterparties, the Fund will be subject to increased counterparty risk.

Privately Held Company Risk. Privately held companies are not subject to SEC reporting requirements, are not required to maintain their accounting records in accordance with generally accepted accounting principles, and are not required to maintain effective internal controls over financial reporting. As a result, ClearBridge may not have timely or accurate information about the business, financial condition and results of operations of the privately held companies in which the Fund invests.

Debt Securities Risks. Debt securities in which the Fund invests are subject to many of the risks described elsewhere in this section. In addition, they are subject to credit risk, interest rate risk, and, depending on their quality, other special risks. An issuer of a debt security may be unable to make interest payments and repay principal. The Fund could lose money if the issuer of a debt obligation is, or is perceived to be, unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The downgrade of a security by rating agencies may further decrease its value. Certain debt instruments, particularly below investment grade securities or “junk bonds,” may contain call or redemption provisions which would allow the issuer thereof to prepay principal prior to the debt instrument’s stated maturity. This is known as prepayment risk. Prepayment risk is greater during a falling interest rate environment as issuers can reduce their cost of capital by refinancing higher yielding debt instruments with lower yielding debt instruments. An issuer may also elect to refinance its debt instruments with lower yielding debt instruments if the credit standing of the issuer improves. To the extent debt securities in its portfolio are called or redeemed, the Fund may be forced to reinvest in lower yielding securities. Debt securities have reinvestment risk, which is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed income instruments at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the Fund’s Common Stock price or its overall return.

Redenomination Risk. Continuing uncertainty as to the status of the euro and the EMU has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU could have significant adverse effects on currency and financial markets, and on the values of the Fund’s portfolio investments. If one or more EMU countries were to stop using the euro as its primary currency, the Fund’s investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly and unpredictably. In addition, securities or other investments that are redenominated may be subject to foreign currency risk, liquidity risk and valuation risk to a greater extent than similar investments currently denominated in euros. To the extent a currency used for redenomination purposes is not specified in respect of certain EMU- related investments, or should the euro cease to be used entirely, the currency in which such investments are denominated may be unclear, making such investments particularly difficult to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination or value of such securities.

Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. ClearBridge and each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results. ClearBridge’s judgement about the attractiveness, relative value or potential appreciation of a particular sector or security may prove to be incorrect.

Potential Conflicts of Interest Risk. FTFA, ClearBridge and the portfolio managers have interests which may conflict with the interests of the Fund. In particular, FTFA also manages, and ClearBridge serves as subadviser to, other closed-end investment companies listed on the NYSE that have investment objectives and investment strategies that are substantially similar to those of the Fund. Further, FTFA and ClearBridge may at some time in the future manage and/or advise other investment funds or accounts with the same or substantially similar investment objective and strategies as the Fund. As a result, FTFA, ClearBridge and the Fund’s portfolio

 

47

managers may devote unequal time and attention to the management of the Fund and those other funds and accounts, and may not be able to formulate as complete a strategy or identify equally attractive investment opportunities as might be the case if they were to devote substantially more attention to the management of the Fund. FTFA, ClearBridge and the Fund’s portfolio managers may identify a limited investment opportunity that may be suitable for multiple funds and accounts, and the opportunity may be allocated among these several funds and accounts, which may limit the Fund’s ability to take full advantage of the investment opportunity. Additionally, transaction orders may be aggregated for multiple accounts for purpose of execution, which may cause the price or brokerage costs to be less favorable to the Fund than if similar transactions were not being executed concurrently for other accounts. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and accounts. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the Fund holds, potentially resulting in a decrease in the market value of the security held by the Fund.

The portfolio managers may also engage in cross trades between funds and accounts, may select brokers or dealers to execute securities transactions based in part on brokerage and research services provided to FTFA or ClearBridge which may not benefit all funds and accounts equally and may receive different amounts of financial or other benefits for managing different funds and accounts. Finally, FTFA or its affiliates may provide more services to some types of funds and accounts than others.

There is no guarantee that the policies and procedures adopted by FTFA, ClearBridge and the Fund will be able to identify or mitigate the conflicts of interest that arise between the Fund and any other investment funds or accounts that FTFA and/or ClearBridge may manage or advise from time to time.

Portfolio Turnover Risk. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate may result in increased transaction costs for the Fund in the form of increased dealer spreads and other transactional costs, which may have an adverse impact on performance. The portfolio turnover rate of the Fund will vary from year to year, as well as within a year.

Government Intervention in Financial Markets Risk. The instability in the financial markets has led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. U.S. federal and state governments and foreign governments, their regulatory agencies or self regulatory organizations may take additional actions that affect the regulation of the securities in which the Fund invests, or the issuers of such securities, in ways that are unforeseeable. Issuers of corporate fixed income securities might seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objective. ClearBridge monitors developments and seeks to manage the Fund’s portfolio in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance that it will be successful in doing so.

Non-Diversification Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.

Anti-Takeover Provisions. The Fund’s Charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by

 

48

converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its primary investment objective of seeking high current income. There can be no assurance, however, that such provisions will be sufficient to deter professional investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term stockholders in order to allow the professional investor to arbitrage the Fund’s market price.

Operational risk. The valuation of the Fund’s investments may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third party service providers or trading counterparties. It is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its stockholders could be negatively impacted as a result.

Cybersecurity risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or proprietary information, cause the Fund, the Fund’s manager and subadviser and/or their service providers to suffer data breaches, data corruption or loss of operational functionality or prevent fund investors from purchasing, redeeming or exchanging shares or receiving distributions. The Fund, manager and subadviser have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification obligations to the Fund or the manager. Cybersecurity incidents may result in financial losses to the Fund and its stockholders, and substantial costs may be incurred in an effort to prevent or mitigate future cybersecurity incidents. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.

 

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INFORMATION ABOUT THE PROPOSED MERGERS

The Agreement and Plan of Merger

The following is a summary of the material terms and conditions of each Agreement and Plan of Merger. Under the applicable Agreement and Plan of Merger and if the Mergers are approved, CTR and CEM will merge with and into EMO on the Closing Date.

As a result of the Mergers and on the Closing Date:

 

•

CTR and CEM will no longer exist, and

 

•

EMO will be the surviving corporation.

Each of CTR and CEM will then:

 

•

deregister as an investment company under the 1940 Act,

 

•

cease its separate existence under Maryland law,

 

•

remove its Common Shares from listing on the NYSE, and

 

•

withdraw from registration under the Securities Exchange Act of 1934, as amended (the “1934 Act”).

Each outstanding Target Fund Common Share will be converted into an equivalent dollar amount (to the nearest one tenth of one cent) of whole EMO Common Shares, based on the net asset value of the applicable Target Fund’s Common Shares outstanding as of the close of trading on the NYSE on the business day immediately prior to the closing time of each respective Merger. No fractional EMO Common Shares will be issued to the holders of Target Fund Common Shares. In lieu thereof, EMO will pay cash to each former holder of Target Fund Common Shares in an amount equal to the value of the fractional EMO Common Shares that the investor would otherwise have received in the applicable Merger.

In addition, each of the Funds has series of preferred stock outstanding: Mandatory Redeemable Preferred Stock (“MRPS”). As a result of each Merger, EMO will issue and deliver to each of the Target Fund’s MRPS holders newly issued shares of EMO’s MRPS with the same aggregate liquidation preference (of $35 per share) and terms as CTR’s Series E MRPS (the “CTR MRPS”) and CEM’s Series I, Series J, Series K, Series L and Series M MRPS (the “CEM MRPS”), respectively, issued and outstanding immediately before the date of the Merger. EMO will issue a corresponding number of newly issued shares of EMO’s MRPS so that the aggregate liquidation preference for the replaced CTR MRPS and the replaced CEM MRPS remains the same. EMO will also amend its MRPS that are outstanding prior to the closing of the Mergers to align the voting rights of all of EMO’s outstanding preferred stock so that each preferred stockholder will have one vote for every $35 of liquidation preference following the Mergers. EMO’s currently outstanding MRPS are Series I⁷, Series J, Series K⁸ and Series L MRPS (the “EMO MRPS”). No fractional MRPS will be issued to the Target Funds’ MRPS holders as a result of the Mergers. If issuing new EMO MRPS with the same aggregate liquidation preference and terms of the Target Funds’ MRPS results in fractional shares, EMO will round up to the next whole share. The accrual for CTR’s MRPS and CEM’s MRPS with respect to any accrued and unpaid dividends as of date of the Mergers would be assumed by EMO and would apply and be payable on an equivalent share-for-share basis

 

7	The mandatory redemption date for the Series I EMO MRPS is July 23, 2024. If the Mergers close after July 23, 2024 then the Series I EMO MRPS will no longer be outstanding.

 

8	The mandatory redemption date for the Series K EMO MRPS is August 7, 2024. If the Mergers close after August 7, 2024 then the Series K EMO MRPS will no longer be outstanding.

 

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and on the same dividend payment schedule to avoid any disruption to MRPS holders. Any remaining deferred costs associated with the original issuance of CTR’s MRPS and CEM’s MRPS as of the date of the Mergers will be assumed by EMO. Following the Mergers, EMO will have shares of common stock and MRPS outstanding.

No sales charge or fee of any kind will be charged to holders of Target Fund Common Shares in connection with their receipt of EMO Common Shares in the applicable Merger.

From and after the Closing Date, EMO will possess all of the properties, assets, rights, privileges and powers and shall be subject to all of the restrictions, liabilities, obligations, disabilities and duties of each Target Fund, all as provided under Maryland law.

Under Maryland law, stockholders of a corporation whose shares are traded publicly on a national securities exchange, such as the Funds’ Common Shares, are not entitled to demand the fair value of their shares upon a merger; therefore, the holders of the Funds’ Common Shares will be bound by the terms of the Merger, if approved. However, any holder of a Fund’s Common Shares may sell his or her Common Shares on the NYSE at any time prior to the Mergers.

Each Agreement and Plan of Merger may be terminated and the Mergers abandoned, whether before or after approval by CTR’s, CEM’s or EMO’s stockholders, at any time prior to the Closing Date by resolution of either Fund’s Board, if circumstances should develop that, in the opinion of that Board, make proceeding with the Mergers inadvisable with respect to CTR, CEM and EMO, respectively.

Each Agreement and Plan of Merger provides that either Fund may waive compliance with any of the terms or conditions made therein for the benefit of that Fund, other than the requirements that: (a) each Agreement and Plan of Merger be approved by stockholders of CTR and CEM or EMO, as applicable, and (b) CTR or CEM, as applicable, and EMO receive the opinion of Simpson Thacher & Bartlett LLP that the transactions contemplated by each Agreement and Plan of Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, if, in the judgment of the Fund’s Board, after consultation with Fund counsel, such waiver will not have a material adverse effect on the benefits intended to be provided by the Mergers to the stockholders of the Fund.

Under each Agreement and Plan of Merger, each Fund, out of its assets and property, will indemnify and hold harmless the other Fund and the members of the Board and officers of the other Fund from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the other Fund and those board members and officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Fund or the members of the Board or officers of the Fund prior to the Closing Date, provided that such indemnification by the Fund is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction. In no event will a Fund or the members of the Board or officers of a Fund be indemnified for any losses, claims, damages, liabilities or expenses arising out of or based on conduct constituting willful misfeasance, bad faith, gross negligence or the reckless disregard of duties.

The Board of each Fund, including the Independent Directors, has determined, with respect to its Fund, that the interests of the holders of that Fund’s Common Shares will not be diluted as a result of the Mergers and that participation in the Mergers is in the best interests of that Fund. The Funds will bear the costs of their respective Merger. However, if either Merger is approved, FTFA will institute a five basis point (0.05%) fee waiver of the combined Fund’s management fee for a one-year period following the Mergers to help offset a portion of the Merger-related expenses. This fee waiver will be in addition to the voluntary five basis point (0.05%) fee waiver

 

51

that is currently in effect for EMO. The Merger-related expenses should also be offset by the per year operating cost savings. In the event that either CTR or CEM does not merge with and into EMO, or the Mergers are not consummated at all, each of CTR, CEM and EMO would bear its related expenses of the Mergers. Such expenses shall also include, but not be limited to, all costs related to the preparation and distribution of this Proxy Statement/Prospectus, proxy solicitation expenses, SEC registration fees and NYSE listing fees.

Approval of each Agreement and Plan of Merger requires (i) the affirmative vote of a majority of the votes entitled to be cast by CTR Common Shares and CTR Preferred Shares (voting together as a single class), (ii) the affirmative vote of a majority of the votes entitled to be cast by CEM Common Shares and CEM Preferred Shares (voting together as a single class) and (iii) the affirmative vote of a majority of the votes entitled to be cast by EMO Common Shares and EMO Preferred Shares (voting together as a single class), See “Voting Information” below.

Reasons for the Mergers and Board Considerations

Board Considerations

The Funds may be deemed affiliated investment companies as a result of FTFA and ClearBridge serving as each Fund’s investment adviser and subadviser, respectively. In connection with a merger of affiliated investment companies, Rule 17a-8 under the 1940 Act requires the board of each affiliated investment company, including a majority of the directors who are not interested persons of the investment company, to determine that (1) participation in the transaction is in the best interests of the investment company, and (2) the interests of the existing stockholders of the investment company will not be diluted as a result of the transaction.

Moreover, Rule 17a-8 requires that the directors request and evaluate such information as may reasonably be necessary to make their findings. Rule 17a-8 does not specify the factors to be considered in making the findings required by the rule. In making its finding that the interests of the Fund’s existing stockholders will not be diluted as a result of the Merger, the Board of each Fund considered that the Mergers would be conducted on the basis of the Funds’ relative net asset values. The SEC has recommended that boards consider the following factors in determining whether a transaction is in the best interests of the investment company, in addition to any others that may be appropriate under the circumstances:

 

•

any fees or expenses that will be borne directly or indirectly by the fund in connection with the merger (“Factor 1”);

 

•

any effect of the merger on annual fund operating expenses and stockholder fees and services (“Factor 2”);

 

•

any change in the fund’s investment objectives, policies and restrictions that will result from the merger (“Factor 3”); and

 

•

any direct or indirect federal income tax consequences of the transaction to fund stockholders (“Factor 4”).

Proposals for the Mergers were presented to the Board of each Fund for consideration at simultaneous special telephonic meetings held on January 17, 2024. Following the January 17, 2024 meeting, the Boards met in a private session with independent legal counsel at which no representatives of FTFA or ClearBridge were present and requested additional information from management to be considered prior to voting on the Proposals, including with respect to the impact of the Mergers on each Fund’s capital loss carryovers and related deferred tax assets. Following receipt of the requested additional information, which the Boards reviewed, the Boards met at simultaneous special telephonic meetings held on January 25, 2024, to discuss and ask questions of management regarding this additional information, and also to discuss the proposed Mergers in a private session

 

52

with independent legal counsel at which no representatives of FTFA or ClearBridge were present. As the Mergers are not expected to result in material income tax expenses, the Board did not receive information about income tax expenses as part of its consideration of the Mergers.

At the January 25, 2024 meeting, each Board approved the Mergers. At the January 17, 2024 and January 25, 2024 meetings, FTFA expressed its belief that the Mergers would be in the best interests of each Fund, in light of each of the factors described further below, and provided information as of November 30, 2023 and analyses, including the supplemental information requested following the January 17, 2024 meeting (the “Merger Evaluation Information”) sufficient in FTFA’s belief, for each Board to evaluate the Mergers. In considering the Mergers, with the advice of independent legal counsel to the Independent Directors, the Boards considered the factors noted above in view of FTFA’s belief that the Mergers would be in the best interests of each Fund, the Merger Evaluation Information and additional information received on an on-going basis in connection with the oversight of each Fund. The discussion below reflects all of the discussions and reviews at that meeting. The Boards considered FTFA’s recommendation of each Merger and its belief that the Merger would be in the best interest of each Fund. Notably, the Boards considered the reduction in net asset values of the Funds as a result of the tender offers and the benefits to stockholders from economies of scale as a result of the Mergers. With respect to each of the above Factors, the Boards considered:

Merger of CTR with and into EMO

Factor 1

 

•

If approved, the cost of the Merger will be partially offset by a five basis point (0.05%) waiver of EMO’s management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses expenses.

Factor 2

 

•

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, it is anticipated that CTR’s stockholders’ total expense ratio will be reduced by 31 basis points (0.31%) and EMO’s stockholders’ total expense ratio will be reduced by 27 basis points (0.27%) as a result of the Merger.

 

•

The stockholders of each Fund may benefit from economies of scale, as one set of fixed expenses would be spread over a larger asset base. The larger asset base of the combined Fund may have a greater ability to utilize net operating loss and/or capital loss carryovers. The Board of each Fund notes that each Fund’s asset base will decrease prior to the Merger due to the scheduled tender offers.

 

•

A larger asset base may increase access by the combined Fund to more attractive leverage terms (i.e., lower borrowing costs on debt and preferred stock) and a wider range of alternatives for raising capital to grow a combined fund.

 

•

The stockholders of each Fund may benefit from enhanced market liquidity and may experience improved market price trading relative to NAV for the combined Fund. The scheduled tender offers may also impact market price trading.

 

•

The combined Fund may benefit from potential cost savings from better trade executions as a result of increased trading liquidity and tighter spreads.

 

•

The stockholders of each Fund may benefit from a more streamlined product offering, allowing for more focused marketing and stockholder servicing efforts in support of the combined Fund.

 

•

A larger fund size and additional trading liquidity following the Merger can make EMO more attractive to traditional and institutional investors and reduce the risk of activism and associated costs.

 

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•

CTR and EMO have identical investment management fees of 1.00%, while having similar investment performance, with CTR returning 13.95%, 38.66% and 2.00% over the one-, three-and five-year periods ended November 30, 2023 and EMO returning 15.15%, 39.42% and 1.55% over the one-, three-and five-year periods ended November 30, 2023. EMO outperformed CTR over the 1-and 3- year periods, while CTR outperformed EMO for the the 5-year period. The combined Fund will have the same investment management fee as CTR and EMO – 1.00%.

Factor 3

 

•

FTFA and ClearBridge are expected to continue to manage EMO, and stockholders of CTR may benefit from the continuing experience and expertise of FTFA and ClearBridge and their commitment to the substantially similar investment style and strategies to be used in managing the assets of EMO.

 

•

CTR and EMO have, and following the Merger will have, substantially similar investment objectives and substantially similar investment policies.

 

•

The stockholders of each Fund may benefit from additional investment flexibility from a larger pool of assets, creating a more streamlined product offering.

Factor 4

 

•

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the Merger qualifies for such treatment, CTR stockholders generally will not recognize a gain or loss for federal income tax purposes as a result of the Merger. CTR stockholders may, however, recognize gain or loss with respect to any cash those stockholders receive pursuant to the Merger in lieu of fractional shares.

 

•

Assuming the approval of each Agreement and Plan of Merger, each Fund’s tax loss carryovers are anticipated to be subject to an annual limitation under Section 382 of the Code, and CTR’s and CEM’s capital loss carryovers will lose a year of expiration. Approximately 96% of the combined Fund’s capital loss carryovers may be forfeited as a result of the Mergers. No forfeitures are anticipated for EMO’s net operating loss carryovers.

 

•

A change in the valuation allowance recorded on the tax loss carryover deferred tax assets may be required under ASC 740 – Income Taxes, which could have a material impact on each Fund’s net asset value and results of operations in the period it is recorded.

Merger of CEM with and into EMO

Factor 1

 

•

If approved, the cost of the Merger will be partially offset by a five basis point (0.05%) waiver of EMO’s management fee for a one-year period following the Merger to help offset a portion of the Merger-related expenses expenses.

Factor 2

 

•

Assuming a reduction in net asset value of 50% to reflect a fully subscribed tender offer, it is anticipated that CEM’s stockholders’ total expense ratio will be reduced by 18 basis points (0.18%) and EMO’s stockholders’ total expense ratio will be reduced by 27 basis points (0.27%) as a result of the Merger.

 

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•

The stockholders of each Fund may benefit from economies of scale, as one set of fixed expenses would be spread over a larger asset base. The larger asset base of the combined Fund may have a greater ability to utilize net operating loss and/or capital loss carryovers. The Board of each Fund notes that each Fund’s asset base will decrease prior to the Merger due to the scheduled tender offers.

 

•

A larger asset base may increase access by the combined Fund to more attractive leverage terms (i.e., lower borrowing costs on debt and preferred stock) and a wider range of alternatives for raising capital to grow a combined fund.

 

•

The stockholders of each Fund may benefit from enhanced market liquidity and may experience improved market price trading relative to NAV for the combined Fund. The scheduled tender offers may also impact market price trading.

 

•

The combined Fund may benefit from potential cost savings from better trade executions as a result of increased trading liquidity and tighter spreads.

 

•

The stockholders of each Fund may benefit from a more streamlined product offering, allowing for more focused marketing and stockholder servicing efforts in support of the combined Fund.

 

•

A larger fund size and additional trading liquidity following the Merger can make EMO more attractive to traditional and institutional investors and reduce the risk of activism and associated costs.

 

•

CEM and EMO have identical investment management fees of 1.00%, while having similar investment performance, with CEM returning 11.68%, 38.47% and -0.31% over the one-, three- and five-year periods ended November 30, 2023 and EMO returning 15.15%, 39.42% and 1.55% over the one-, three- and five-year periods ended November 30, 2023. EMO outperformed CEM over each of the 1-, 3- and 5-year periods. The combined Fund will have the same investment management fee as CEM and EMO– 1.00%.

Factor 3

 

•

FTFA and ClearBridge are expected to continue to manage EMO, and stockholders of CEM may benefit from the continuing experience and expertise of FTFA and ClearBridge and their commitment to the substantially similar investment style and strategies to be used in managing the assets of EMO.

 

•

CEM and EMO have, and following the Merger will have, substantially similar investment objectives and substantially similar investment policies.

 

•

The stockholders of each Fund may benefit from additional investment flexibility from a larger pool of assets, creating a more streamlined product offering.

Factor 4

 

•

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the Merger qualifies for such treatment, CEM stockholders generally will not recognize a gain or loss for federal income tax purposes as a result of the Merger. CEM stockholders may, however, recognize gain or loss with respect to any cash those stockholders receive pursuant to the Merger in lieu of fractional shares.

 

•

Assuming the approval of each Agreement and Plan of Merger, each Fund’s tax loss carryovers are anticipated to be subject to an annual limitation under Section 382 of the Code, and CTR’s and CEM’s capital loss carryovers will lose a year of expiration. Approximately 96% of the combined Fund’s capital loss carryovers may be forfeited as a result of the Mergers. No forfeitures are anticipated for EMO’s net operating loss carryovers.

 

55

•

A change in the valuation allowance recorded on the tax loss carryover deferred tax assets may be required under ASC 740 – Income Taxes, which could have a material impact on each Fund’s net asset value and results of operations in the period it is recorded.

In view of the forgoing and other relevant factors, the Board of each Fund determined, under the circumstances, that the Mergers (1) would be in the best interests of the stockholders of such Fund and (2) the Mergers would not result in the dilution of the interests of such Fund or its stockholders. The principal factor considered by the Board of each Fund in determining that the Mergers would not result in a dilution of the interests of such Fund or its stockholders was that the Mergers would be effected on the basis of the relative net asset values of the Fund. Otherwise, no single factor was identified by the Board as the principal factor in making the findings required by Rule 17a-8. The Independent Directors of each Board were represented throughout their evaluation of the Mergers by independent legal counsel. Prior to meetings of the Boards, each Board received a memorandum from FTFA discussing its responsibilities in connection with the Mergers as part of the Merger Evaluation Information and, prior to the Approval Meeting, the Independent Directors of each Board met separately and discussed the Mergers with independent legal counsel in a private session at which no representatives of FTFA or ClearBridge were present.

Federal Income Tax Consequences

The following is a summary of the material federal income tax consequences of the Mergers applicable to a beneficial owner of Target Fund Common Shares, CTR MRPS or CEM MRPS that is a U.S. holder (as defined below) and receives EMO Common Shares or EMO MRPS (as applicable) in a Merger. This discussion is based upon the Code, United States Treasury regulations, judicial authorities, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as currently in effect, and all of which are subject to change or differing interpretations (possibly with retroactive effect) so as to result in federal income tax consequences different from those discussed below. This discussion is limited to U.S. holders that hold their Target Fund Common Shares, CTR MRPS or CEM MRPS as capital assets for federal income tax purposes (generally, assets held for investment). This discussion does not address all of the tax consequences that may be relevant to a particular Target Fund stockholder or to Target Fund stockholders that are subject to special treatment under the federal income tax laws, including a stockholder that is:

 

•

a dealer in securities or currencies;

 

•

a financial institution;

 

•

a regulated investment company;

 

•

a real estate investment trust;

 

•

an insurance company;

 

•

a tax-exempt organization;

 

•

a person holding Target Fund Common Shares, CTR MRPS or CEM MRPS as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

 

•

a trader in securities that has elected the mark-to-market method of accounting for its securities;

 

•

a person liable for alternative minimum tax;

 

•

a partnership or other pass-through entity for federal income tax purposes;

 

56

•

a person required to accelerate the recognition of any item of gross income with respect to Target Fund Common Shares, CTR MRPS or CEM MRPS as a result of such income being recognized on an applicable financial statement;

 

•

a United States expatriate; or

 

•

a U.S. holder whose “functional currency” is not the United States dollar.

In addition, this discussion does not address the Medicare tax on net investment income or any tax consequences of the Mergers under state, local or foreign tax laws or any federal tax laws that do not pertain to income tax.

The Funds intend to take the position, and the following discussion assumes, that all shares received or exchanged in the Mergers (including the CTR MRPS, CEM MRPS and EMO MRPS) are treated as equity, rather than indebtedness, for federal income tax purposes. No ruling has been or will be sought from the IRS regarding the federal income tax treatment of any such shares or the federal income tax treatment of the Mergers as qualifying as reorganizations within the meaning of Section 368(a) of the Code (as discussed below), and no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to the Funds’ intended tax treatment. Holders of Target Fund Common Shares, CTR MRPS or CEM MRPS are urged to consult with their own tax advisors as to the tax consequences of the Mergers in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

For purposes of this section, the term “U.S. holder” means a beneficial owner of Target Fund Common Shares, CTR MRPS or CEM MRPS, as applicable, that is, for federal income tax purposes, any of the following:

 

•

an individual who is a citizen or resident of the United States;

 

•

a corporation (or other entity treated as a corporation for federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

•

an estate the income of which is subject to federal income taxation regardless of its source; or

 

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

Tax Consequences of the Mergers Generally

The Funds intend each Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Each Merger is conditioned upon the receipt by both the applicable Target Fund and EMO of an opinion from Simpson Thacher & Bartlett LLP to the effect that, based upon certain facts, assumptions and representations of the parties, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming each Merger qualifies for such treatment, the following will be the resulting tax consequences:

(i) for each Merger, the applicable Target Fund and EMO will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(ii) except for consequences regularly attributable to a termination of a Target Fund’s taxable year, no gain or loss will be recognized by the Target Funds as a result of the Mergers or upon the conversion of (a) Target Fund Common Shares into EMO Common Shares, (b) CTR MRPS into EMO MRPS and (c) CEM MRPS into EMO MRPS;

 

57

(iii) no gain or loss will be recognized by EMO as a result of the Mergers or upon the conversion of (a) Target Fund Common Shares into EMO Common Shares, (b) CTR MRPS into EMO MRPS and (c) CEM MRPS into EMO MRPS;

(iv) no gain or loss will be recognized by the holders of Target Fund Common Shares upon the conversion of their Target Fund Common Shares into EMO Common Shares, except to the extent such holders are paid cash in lieu of fractional EMO Common Shares in the Mergers;

(v) no gain or loss will be recognized by the holders of CTR MRPS or CEM MRPS upon the conversion of their CTR MRPS or CEM MRPS, as the case may be, into EMO MRPS;

(vi) the tax basis of a Target Fund’s assets in the hands of EMO will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the consummation of the applicable Merger;

(vii) immediately after the Mergers, (a) the aggregate tax basis of the EMO Common Shares received by each holder of Target Fund Common Shares in the Mergers (including that of fractional EMO Common Shares purchased by EMO) will be equal to the aggregate tax basis of the Target Fund Common Shares owned by such holder immediately prior to the completion of the applicable Merger, and (b) the aggregate tax basis of the EMO MRPS received by each holder of CTR MRPS or CEM MRPS in the Mergers will be equal to the aggregate tax basis of the CTR MRPS or CEM MRPS, as the case may be, owned by such holder immediately prior to the completion of the applicable Merger;

(viii) a stockholder’s holding period for EMO Common Shares received pursuant to the Mergers (including that of fractional EMO Common Shares purchased by EMO) will be determined by including the period for which such stockholder held Target Fund Common Shares converted pursuant to the Mergers, provided that such Target Fund Common Shares were held by such stockholder as capital assets;

(ix) a stockholder’s holding period for EMO MRPS received pursuant to the Mergers will be determined by including the period for which such stockholder held CTR MRPS or CEM MRPS, as the case may be, converted pursuant to the Mergers, provided that such CTR MRPS or CEM MRPS were held by such stockholder as capital assets;

(x) EMO’s holding period with respect to the Target Fund assets transferred pursuant to the Mergers will include the period for which such assets were held by the applicable Target Fund; and

(xi) the payment of cash to the holders of Target Fund Common Shares in lieu of fractional EMO Common Shares will be treated as though such fractional shares were distributed as part of the Mergers and then redeemed by EMO with the result that the holder of Target Fund Common Shares will generally have a capital gain or loss to the extent the cash distribution differs from such stockholder’s basis allocable to the fractional EMO Common Shares (assuming such Target Fund Common Shares were held by such stockholder as capital assets).

Information Reporting and Backup Withholding

Cash payments received in lieu of fractional EMO Common Shares by a U.S. holder will generally be subject to information reporting unless the holder establishes that it is an exempt recipient. In addition, backup withholding at a rate of 24% may apply to the cash payable to a U.S. holder, unless the holder furnishes its taxpayer identification number (in the case of individuals, their social security number) and otherwise complies with applicable requirements of the backup withholding rules, or the holder otherwise establishes an exemption. Any amounts withheld from payments to a holder under the backup withholding rules are not additional tax and will be allowed as a refund or a credit against the holder’s federal income tax liability, provided the required information is timely furnished to the IRS.

 

58

Reporting Requirements

A holder of Target Fund Common Shares, CTR MRPS or CEM MRPS who receives EMO Common Shares or EMO MRPS, as applicable, as a result of a Merger will generally be required to retain records pertaining to the Merger. Each holder of Target Fund Common Shares, CTR MRPS or CEM MRPS who is required to file a U.S. tax return and who is a “significant holder” that receives EMO Common Shares or EMO MRPS in a Merger will be required to file a statement with the holder’s federal income tax return setting forth certain information, including such holder’s basis in and the fair market value of such holder’s Target Fund Common Shares, CTR MRPS or CEM MRPS surrendered in the Merger. Holders of Target Fund Common Shares, CTR MRPS or CEM MRPS should consult with their own tax advisors regarding the application of these reporting requirements.

Other Tax Considerations

While neither EMO nor either Target Fund is aware of any adverse state or local tax consequences of the Mergers, they have not requested any ruling or opinion with respect to such consequences, and stockholders should consult their own tax advisor with respect to such matters.

Information Regarding Net Operating Loss and Capital Loss Carryovers

As of November 30, 2023, the Funds are entitled to net operating loss and capital loss carryovers for federal income tax purposes in the amounts set forth below:

 

CTR (as of 11/30/23)				CEM (as of 11/30/23)				EMO (as of 11/30/23)
Amount of Net Operating Loss Carryover		Fiscal Year of Expiration		Amount of Net Operating Loss Carryover		Fiscal Year of Expiration		Amount of Net Operating Loss Carryover		Fiscal Year of Expiration
$ 0		N/A		$ 0		N/A		$ 27,933,344		11/30/2037
								$ 10,152,759		Unlimited
CTR (as of 11/30/23)				CEM (as of 11/30/23)				EMO (as of 11/30/23)
Amount of Capital Loss Carryover		Fiscal Year of Expiration		Amount of Capital Loss Carryover		Fiscal Year of Expiration		Amount of Capital Loss Carryover		Fiscal Year of Expiration
$ 85,861,201		11/30/2025		$ 113,559,058		11/30/2025		$ 212,202,420		11/30/2025

The use of each Fund’s net operating loss and capital loss carryovers are anticipated to be subject to substantial limitations under Section 382 the Code as a result of the Mergers. Approximately 96% of the combined Fund’s capital loss carryovers may be forfeited as a result of the Mergers. No forfeitures are anticipated for EMO’s net operating loss carryovers. The estimated forfeitures of capital loss carryovers do not contemplate the impact from the distribution of 50% of each Fund’s current assets in tender offer proceeds (assuming the tender offer is fully subscribed) other than for the calculation of the annual limitation on losses (using 50% of the value of shares outstanding on November 30, 2023). Any such limitations described above may cause the combined Fund to pay taxes in advance of when such taxes would otherwise have been paid in the absence of the Mergers, and may result in the expiration of all or a portion of the combined Fund’s net operating loss and capital loss carryovers before they are utilized.

The ability of the Funds to utilize their net operating loss and capital loss carryovers will depend on a number of factors, including market valuations and cash flows from their investments in equity securities of MLPs and midstream entities both before and following the Mergers. The tender offers may also have material tax ramifications on the tax loss carryovers prior to the Mergers.

Each Fund may be required to recognize a decrease to its NAV prior to the Mergers related to its estimated forfeiture of capital loss carryovers. Prior to the Mergers, and including the tender offer period, management of

 

59

each Fund intends to maximize utilization of the capital loss carryovers by triggering unrealized capital gains in the portfolio of investments. Accelerating the recognition of unrealized tax gains may result in current income tax liabilities in addition to minimizing the potential NAV impact due to the forfeitures. Following the Mergers, additional adjustments may be required to the NAV of EMO to revise preliminary estimates to actual amounts as reflected on CEM’s and CTR’s final tax returns. The amount and timing of such adjustments, if any, will depend in part on market valuations of each Fund’s portfolio of investments, as well as 2024 year-end tax information to be provided by the Funds’ MLPs subsequent to the Mergers.

CTR and CEM

CTR’s and CEM’s capital loss carryovers will transfer to the combined Fund, and thus will benefit the stockholders of the combined Fund, rather than only the stockholders of CTR and CEM, respectively. However, each Merger will cause the taxable year of the Target Funds to close, which will accelerate by one year the schedule for expiration of their capital loss carryovers. Additionally, pursuant to the limitation imposed by Section 382 of the Code, the aggregate amount of the carryovers that could be utilized in any taxable year would be limited to the product of the long-term tax-exempt rate at the time of a Merger and the value of CTR’s and CEM’s equity, respectively, at that time. As a result, it is currently expected that approximately 98% of CTR’s capital loss carryover and 97% of CEM’s capital loss carryover may be forfeited as a result of the Mergers. The annual limitations and potential loss forfeitures are based on information currently available and could change significantly by the time of the Mergers. It should be noted that there are no assurances that CTR or CEM would be able to fully utilize such loss carryovers in the absence of a Merger.

EMO

After the Mergers, EMO’s net operating loss and capital loss carryovers will benefit the stockholders of the combined Fund, rather than only the stockholders of EMO. However, pursuant to the limitation imposed by Section 382 of the Code, the aggregate amount of the carryovers that could be utilized in any taxable year would be limited to the product of the long-term tax-exempt rate at the time of the Mergers and the value of EMO’s equity at that time. As a result, it is currently expected that approximately 94% of EMO’s capital loss carryover may be forfeited as a result of the Mergers. No forfeitures are anticipated for EMO’s net operating loss carryover. The annual limitation and potential loss forfeitures are based on information currently available and could change significantly by the time of the Mergers. It should be noted that there are no assurances that EMO would be able to fully utilize such loss carryovers in the absence of the Mergers.

Information Applicable to Both Funds

The net operating loss and capital loss carryovers and limitations described above may change significantly between now and the Closing Date. Further, the ability of each Fund to use loss carryovers (even in the absence of the Mergers) depends on factors other than loss limitations, such as the future realization of income, gains or losses.

Board Recommendation and Required Vote

Because the Merger of CTR into EMO has been approved by at least 75% of CTR’s “Continuing Directors,” as that term is defined in CTR’s charter, approval of the Merger requires the affirmative vote of a majority of votes entitled to be cast by holders of CTR Common Shares and holders of CTR Preferred Shares (voting together as a single class). Additionally, because the Merger of CEM into EMO has been approved by at least 75% of CEM’s “Continuing Directors,” as that term is defined in CEM’s charter, approval of the Merger requires the affirmative vote of a majority of votes entitled to be cast by holders of CEM Common Shares and holders of CEM Preferred Shares (voting together as a single class). Similarly, because the Merger has been approved by at least 75% of EMO’s “Continuing Directors” (as that term is defined in EMO’s charter) approval of each Merger requires the affirmative vote of a majority of votes entitled to be cast by holders of CEM Common Shares and holders of EMO Preferred Shares (voting together as a single class). Approval of the Proposal will occur only if a

 

60

sufficient number of votes at the Meeting are cast “FOR” the Proposal. Abstentions have the effect of a vote AGAINST the Proposal. Any broker non-votes have the effect of a vote “AGAINST” the Proposal.

Each Fund’s Board of Directors, including the Independent Directors, unanimously recommends that stockholders of each Fund vote FOR the approval of the Merger of the applicable Target Fund with and into EMO in accordance with the Maryland General Corporation Law and pursuant to the Merger Agreement between the Target Fund and EMO.

 

61

PORTFOLIO SECURITIES

The securities in which each Target Fund may invest are permissible for investment under EMO’s investment objectives and strategies. Based on current market conditions which may change, FTFA estimates that the Funds will not experience any significant portfolio turnover in connection with either Merger. FTFA also does not anticipate any material repositioning of assets to occur as a result of either Merger.

No securities of EMO need to be sold in order for EMO to comply with its investment restrictions or policies. The Funds may buy and sell securities in the normal course of their operations.

INFORMATION ABOUT MANAGEMENT OF THE FUNDS

Information About Directors and Officers

The overall management of the business and affairs is vested in the Board of Directors of each Fund. In accordance with each Fund’s charter, each Board of Directors is divided into three classes: Class I, Class II and Class III. Each Board approves all significant agreements between such Fund and persons or companies furnishing services to the Fund. The day-to-day operation of the Fund is delegated to the officers of each Fund, FTFA and ClearBridge, subject always to the investment objectives, restrictions and policies of each Fund and to the general supervision of the Board. The following table provides information concerning the Directors of each Fund.

 

Name, Address and Age		Position(s) Held with the Funds		Length of Term Served		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex(1) Overseen by Nominee (Including the Fund)		Other Directorships Held by Nominee
Robert D. Agdern c/o Chairman of the Fund Franklin Templeton 280 Park Avenue, 8th Floor New York, NY 10017 Birth year: 1950		Director and Member of Audit, Nominating, Compensation, Pricing and Valuation Committees, and Compliance Liaison; Class III (CEM), Class III (EMO), Class III(CTR)		Since 2015 (CEM), Since 2015 (EMO), Since 2015 (CTR)		Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002-2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC from 1999 to 2001; Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and		19		None

 

62

Name, Address and Age

Position(s) Held with the Funds

Length of Term Served

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Fund Complex(1) Overseen by Nominee (Including the Fund)

Other Directorships Held by Nominee

marketing matters and special assignments from 1993 to 1998 (Amoco merged with British Petroleum in 1998 forming BP PLC).

Carol L. Colman c/o Chairman of the Fund Franklin Templeton 280 Park Avenue, 8th Floor New York, NY 10017 Birth Year: 1946

Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee; Class I (CEM), Class I (EMO), Class I (CTR)

Since 2010 (CEM), Since 2011 (EMO), Since 2012 (CTR)

President, Coleman Consulting Company.

19

None

Daniel P. Cronin c/o Chairman of the Fund Franklin Templeton 280 Park Avenue, 8th Floor New York, NY 10017 Birth Year: 1946

Director and Member of Audit, Compensation, Pricing and Valuation Committees, and Chair of Nominating Committee; Class I (CEM), Class I (EMO), Class I (CTR)

Since 2010 (CEM), Since 2011 (EMO), Since 2012 (CTR)

Retired; formerly, Associate General Counsel, Pfizer, Inc.

19

None

Paolo M. Cucchi c/o Chairman of the Fund Franklin Templeton 280 Park Avenue, 8th Floor New York, NY 10017 Birth Year: 1941

Director and Member of Audit, Nominating and Pricing and Valuation Committees, and Chair of Compensation Committee; Class I (CEM), Class I (EMO), Class I (CTR)

Since 2010 (CEM), Since 2011 (EMO), Since 2012 (CTR)

Emeritus Professor of French and Italian at Drew University (since 2014); formerly, Professor of French and Italian at Drew University (2009 to 2014); Vice President and Dean of College of Liberal Arts at Drew University (1984 to 2009).

19

None

 

63

Name, Address and Age		Position(s) Held with the Funds		Length of Term Served		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex(1) Overseen by Nominee (Including the Fund)		Other Directorships Held by Nominee
Eileen Kamerick c/o Chairman of the Fund Franklin Templeton 280 Park Avenue, 8th Floor New York, NY 10017 Birth Year: 1958		Lead Independent Director and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees; Class III (CEM), Class III (EMO), Class III (CTR)		Since 2013 (CEM) Since 2013 (EMO), Since 2013 (CTR)		Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow and financial expert; Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan		19		Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); formerly, Director of Hochschild Mining plc (precious metals company) (2017 to 2023); Director of Associated Banc-Corp (financial services company) (since 2007); formerly, Trustee of AIG Funds and Anchor Series Trust (2018 to 2021)

 

64

Name, Address and Age		Position(s) Held with the Funds		Length of Term Served		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex(1) Overseen by Nominee (Including the Fund)		Other Directorships Held by Nominee
						Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012).
Nisha Kumar c/o Chairman of the Fund Franklin Templeton 280 Park Avenue, 8th Floor New York, NY 10017 Birth year: 1970		Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of the Audit Committee; Class II (CEM), Class II (EMO), Class II (CTR)		Since 2019 (CEM), Since 2019 (EMO), Since 2019 (CTR)		Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011 to 2021); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009). Member of the Council on Foreign Relations.		19		Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018)
Jane Trust, CFA2 c/o Chairman of the Fund Franklin Templeton 280 Park Avenue, 8th Floor New York, NY 10017 Birth year: 1962		Chairman, CEO, President and Director; Class II (CEM), Class II (EMO), Class II (CTR)		Since 2015 (CEM) Since 2015 (EMO), Since 2015 (CTR)		Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 127 funds associated with Franklin Templeton Fund Adviser, LLC (“FTFA”) or its affiliates (since		127		None

 

65

Name, Address and Age		Position(s) Held with the Funds		Length of Term Served		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex(1) Overseen by Nominee (Including the Fund)		Other Directorships Held by Nominee
						2015); President and Chief Executive Officer of FTFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co.; Senior Vice President of FTFA (2015).

 

(1)	The term “Fund Complex” means two or more registered investment companies that:

 

(a)

hold themselves out to investors as related companies for purposes of investment and investor services; or

 

(b)

have a common investment adviser or that have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.

 

(2)	Ms. Trust is an “interested person” as defined in the 1940 Act because she is an officer of FTFA and certain of its affiliates.

The Directors were selected to join each Board based upon the following as to each Director: his or her character and integrity; such person’s service as a board member of other funds in the Franklin Templeton fund complex; such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Director; as to each Director other than Ms. Trust, his or her status as not being an “interested person” as defined in the 1940 Act; and, as to Ms. Trust, her role with Franklin Templeton. No factor, by itself, was controlling.

In addition to the information provided in the table included above, each Director possesses the following attributes: Mr. Agdern, experience in business and as a legal professional; Ms. Colman, experience as a consultant and investment professional; Mr. Cronin, legal and managerial experience; Mr. Cucchi, experience as a college professor and leadership experience as an academic dean; Ms. Kamerick, experience in business and finance, including financial reporting, and experience as a board member of a highly regulated financial services company; Ms. Kumar, financial and accounting experience as the chief financial officer of other companies and experience as a board member of private equity funds; and Ms. Trust, investment management and risk oversight experience as an executive and portfolio manager and leadership roles within Franklin Templeton and affiliated entities. References to the qualifications, attributes and skills of the Directors are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any Director as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

 

66

Security Ownership of Management

The following table provides information concerning the dollar range of equity securities owned beneficially by each Director and nominee for election as Director as of December 31, 2023:

 

Name of Director

Dollar Range(1) of Equity Securities in CTR

Dollar Range of Equity in CEM

Dollar Range of Equity in EMO

Aggregate Dollar Range of Equity Securities in all Funds Overseen by Director in Family of Investment Companies(2)

NON-INTERESTED DIRECTORS

Robert D. Agdern

A

A

A

D

Carol L. Colman

C

D

C

E

Daniel P. Cronin

A

A

A

E

Paolo M. Cucchi

A

A

A

C

Eileen A. Kamerick

B

B

A

E

Nisha Kumar

A

A

A

A

INTERESTED DIRECTOR

Jane E. Trust

A

A

A

E

 

(1)	The dollar ranges are as follows: “A” = None; “B” = $1-$10,000; “C” = $10,001-$50,000; “D” = $50,001-$100,000; “E” = Over $100,000.

(2)	“Family of Investment Companies” means any two or more registered investment companies that share the same investment adviser or principal underwriter or hold themselves out to investors as related companies for purposes of investment and investor services.

At December 31, 2023, the Directors and officers of the Funds as a group beneficially owned less than 1% of the outstanding shares of each Fund’s common stock.

No Director or nominee for election as Director who is not an “interested person” of the Funds as defined in the 1940 Act, nor any immediate family members, to the best of the Funds’ knowledge, had any interest in the Funds’ investment adviser, or any person or entity (other than the Funds) directly or indirectly controlling, controlled by, or under common control with Franklin Templeton as of December 31, 2023.

Director Compensation

Under the federal securities laws, and in connection with the Meeting, the Funds are required to provide to stockholders in connection with the Meeting information regarding compensation paid to the Directors by the Funds, as well as by the various other investment companies advised by FTFA. The following table provides information concerning the compensation paid to each Director by the Funds and the Fund Complex during the calendar year ended December 31, 2023 and the total compensation paid to each Director during the fiscal years ended November 30, 2023 for each Target Fund and for EMO. Certain of the Directors listed below are members of the Funds’ Sub-Audit Committees, as well as chairpersons of the Audit, Nominating, Pricing and Valuation and Compensation Committees of the Boards of each Fund. Accordingly, the amounts provided in the table include compensation for service on all such committees. The Funds do not provide any pension or retirement benefits to Directors. In addition, no remuneration was paid during the fiscal year ended November 30, 2023 to Ms. Trust who is an “interested person” as defined in the 1940 Act.

 

67

Name of Directors		Aggregate Compensation from CTR for Fiscal Year Ended November 30, 2023				Aggregate Compensation from CEM for Fiscal Year Ended November 30, 2023				Aggregate Compensation from EMO for Fiscal Year Ended November 30, 2023				Total Pension or Retirement Benefits Paid as Part of Fund Expenses				Total Compensation from the Funds and Fund Complex(1) for Calendar Year Ended December 31, 2023				Directorships(2)
Robert D. Agdern			31,355				67,011				54,902				None				402,000				18
Carol L. Colman			15,793				33,834				27,673				None				332,000				18
Daniel P. Cronin			14,806				31,727				25,950				None				323,000				18
Paolo M. Cucchi			14,970				32,066				26,232				None				312,000				18
Eileen Kamerick			33,618				71,874				58,866				None				457,000				18
Nisha Kumar			32,423				69,315				56,781				None				435,000				18

 

(1)

“Fund Complex” means two or more Funds (a registrant or, where the registrant is a series company, a separate portfolio of the registrant) that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other Funds.

(2)	The numbers indicate the applicable number of investment companies in the Fund Complex overseen by that Director as of November 30, 2023.

As of January 1, 2024, the Fund Complex paid each of the Independent Directors an annual fee of $180,000, plus $25,000 for each regularly scheduled Board meeting attended in person, $5,000 for each telephonic meeting of the Board and $2,000 for each Audit Committee telephonic meeting. In addition to the payments described above, (a) the Lead Independent Director of the Board receives $55,000; (b) the chairperson of the Audit Committee receives $35,000; (c) the chairperson of the Nominating Committee receives $15,000; (d) the chairperson of the Pricing and Valuation Committee receives $20,000; (e) the chairperson of the Compensation Committee receives $15,000; and (f) the Compliance Liaison receives $15,000. The annual compensation, fees and expenses are allocated among all the funds in the fund complex, including the Fund, on the basis of average net assets.

Responsibilities of the Board of CTR, CEM and EMO

The Board of Directors is responsible under Maryland law for overseeing generally the management and operations of each Fund. The Directors oversee each Fund’s operations by, among other things, meeting at its regularly scheduled meetings and as otherwise needed with each Fund’s management and evaluating the performance of each Fund’s service providers including FTFA, ClearBridge, the custodian and the transfer agent. As part of this process, the Directors consult with each Fund’s independent auditors and with their own separate independent legal counsel.

The Directors review each Fund’s financial statements, performance, net asset value and market price and the relationship between them, as well as the quality of the services being provided to each Fund. As part of this process, the Directors review the Fund’s fees and expenses in light of the nature, quality and scope of the services being received while also seeking to ensure that each Fund continues to have access to high quality services in the future.

Each Board of Directors has four regularly scheduled meetings each year, and additional meetings may be scheduled as needed. In addition, each Board has a standing Audit Committee, Nominating Committee, Compensation Committee and Pricing and Valuation Committee that meet periodically and whose responsibilities are described below.

With respect to CTR, during the fiscal year ended November 30, 2023, the Board of Directors held four regular meetings and two special meetings. Each Director attended at least 75% of the aggregate number of meetings of the Board and the committees for which he or she was appointed during the period he or she was appointed. With respect to CEM, during the fiscal year ended November 30, 2023, the Board of Directors held

 

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