Western Asset Diversified Income Fund Raises $1.0 Billion in Initial Public Offering, Starts Trading on New York Stock Exchange

Franklin Templeton, one of the world’s largest asset managers, has announced that Western Asset Diversified Income Fund (the "Fund") has raised $1,000,000,000 in its initial public offering (excluding any exercise of the underwriters' option to purchase additional common shares). The Fund’s common shares began trading on Friday, June 25, 2021, on the New York Stock Exchange under the symbol "WDI," and the offering is expected to close on Tuesday, June 29, 2021, subject to customary closing conditions.

The Fund sold 50,000,000 common shares at $20.00 per share, with Morgan Stanley, BofA Securities and Wells Fargo Securities acting as lead underwriters. In addition, the Fund has granted the underwriters an option to purchase an additional 6,833,830 common shares at the public offering price within 45 days of the date of the prospectus, June 24, 2021. If the underwriters exercise in full their option to purchase additional shares of the Fund, which may or may not occur, the Fund will have raised approximately $1,136,676,600 million.

The Fund is a diversified, closed-end fund seeking high current income and, secondarily, capital appreciation. Legg Mason Partners Fund Advisor, LLC ("LMPFA") acts as the Fund's investment manager. The Fund is also sub-advised by Western Asset Management Company, LLC and its affiliates (collectively, “Western Asset”), a global active fixed-income manager with 50 years of experience and $476.3 billion in assets under management (AUM) as of March 31, 2021. Western Asset, which currently manages $181 billion in multi-sector bond strategies as of March 31, 2021, has been one of Franklin Templeton’s independent specialist investment managers since July 2020.

“We believe that income investors are facing serious challenges as yields for traditional bond benchmarks and sovereign debt have hit historically low levels,” said portfolio manager Michael Buchanan, who is Deputy Chief Investment Officer of Western Asset. “This actively managed multi-sector bond strategy is designed to proactively exploit value opportunities. We’re seeking diversified sources of income, which means we’re anticipating investing across the entirety of the global credit markets to enhance portfolio diversification and return potential.”

LMPFA, an indirect wholly-owned subsidiary of Franklin Templeton, has agreed to pay up front at closing, from its own assets, the offering expenses, including compensation to the underwriters and certain dealers as well as the organizational expenses and offering costs associated with the offering. The Fund is not obligated to repay LMPFA for these expenditures.

Fund Investments

Western Asset’s investment process utilizes cross-sector correlations designed to seek optimized return potential and diversification within the portfolio. As active managers of the portfolio, Western Asset will employ its top-down macro view to drive decisions on value, credit sectors, credit quality and duration, and its deep research experience and bottom-up analysis to make sector and security selections.

Under current market conditions, the Fund anticipates it will initially focus on shorter-duration and floating-rate securities, which have lower sensitivity to higher interest rates. Its duration and mix of fixed- and floating-rate investments are subject to change over time. As market conditions change, Western Asset will seek to dynamically rotate investments into sectors and securities that it believes to be undervalued from a fundamental perspective with an attractive return profile and away from investments that it believes to be overvalued.

The Fund may invest in both investment grade and below investment grade corporate debt securities, senior loans, agency and non-agency residential mortgage-backed securities and commercial mortgage-backed securities, government (i.e., sovereign) debt (including U.S. government obligations), floating-rate securities, bank loans, collateralized loan obligations, asset-backed securities, private debt and mortgage whole loans.

About Western Asset

Western Asset is one of the world’s leading fixed-income managers. With a focus on long-term fundamental value investing that employs a top-down and bottom-up approach, the firm has nine offices around the globe and deep experience across the range of fixed-income sectors. Founded in 1971, Western Asset has been recognized for an approach emphasizing team management and intensive proprietary research, supported by robust risk management. To learn more about Western Asset, please visit www.westernasset.com.

About Franklin Templeton

Franklin Resources, Inc. [NYSE:BEN] is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 165 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company brings extensive capabilities in equity, fixed income, multi-asset solutions and alternatives. With offices in more than 30 countries and approximately 1,300 investment professionals, the California-based company has over 70 years of investment experience and approximately $1.5 trillion in assets under management as of May 31, 2021. For more information, please visit franklintempleton.com and follow us on LinkedIn, Twitter and Facebook.

Important Information

A registration statement relating to the Fund's common shares has been filed with, and declared effective by, the Securities and Exchange Commission. This press release is not an offer to sell securities and is not a solicitation of an offer to buy securities, nor will there be any sales of securities in any jurisdiction where the offer or sale is not permitted.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund’s prospectus, which contains this and other information about the Fund, should be read carefully before investing. A copy of the final prospectus relating to this Fund may be obtained by contacting your financial advisor or at www.franklintempleton.com.

All investments involve risk, including loss of principal. Past performance is no guarantee of future results.

The Fund is newly organized, with a limited history of operations. Fixed-income securities involve interest rate, credit, inflation, and reinvestment risks, and possible loss of principal. As interest rates rise, the value of fixed-income securities falls. High yield bonds are subject to greater price volatility, illiquidity, and possibility of default. Asset-backed, mortgage-backed or mortgage-related securities are subject to prepayment and extension risks. The Fund may invest in securities backed by subprime mortgages which involve a higher degree of risk and chance of loss. International investments are subject to special risks, including currency fluctuations and social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. Derivatives, such as options and futures, can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may increase volatility and possibility of loss. Diversification does not guarantee a profit or protect against a loss. Distributions are not guaranteed and are subject to change.

Data and commentary provided in this press release are for informational purposes only. Franklin Resources, Inc. and its affiliates do not engage in selling shares of the Fund. The Fund’s common shares are traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value, and can increase an investor’s risk of loss. All investments are subject to risk, including the risk of loss.

This press release contains "forward-looking statements" as defined under the U.S. federal securities laws. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will," and similar expressions identify forward looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual future results to differ significantly from the Fund’s present expectations or projections indicated in any forward-looking statements. These risks include, but are not limited to, changes in economic and political conditions; regulatory and legal changes; leverage risk; valuation risk; interest rate risk; tax risk; the volume of sales and purchase of shares; the continuation of investment advisory, administration and other service arrangements; and other risks discussed in the fund’s filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Fund undertakes no obligation to publicly update or revise any forward-looking statements made herein. There is no assurance that the Fund’s investment objectives will be attained.

Any information, statement or opinion set forth herein is general in nature, is not directed to or based on the financial situation or needs of any particular investor, and does not constitute, and should not be construed as, investment advice, forecast of future events, a guarantee of future results, or a recommendation with respect to any particular security or investment strategy or type of retirement account. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies should consult their financial professional.

INVESTMENT PRODUCTS: NOT FDIC INSURED | NO BANK GUARANTEE | MAY LOSE VALUE

©2021 Legg Mason Investor Services, LLC, member FINRA, SIPC. Legg Mason Partners Fund Advisor, LLC, Western Asset Management Company, LLC, and Legg Mason Investor Services are subsidiaries of Franklin Resources, Inc.

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