CLASS I SHARES OF COMMON STOCK

CLASS D SHARES OF COMMON STOCK

CLASS S SHARES OF COMMON STOCK

CLASS T SHARES OF COMMON STOCK

 

Securities Offered. The Fund is offering four classes of its shares of common stock, $0.001 par value per share, on a continuous basis: Class I shares of Common Stock (“Class I Shares”), Class D shares of Common Stock (“Class D Shares”), Class S shares of Common Stock (“Class S Shares”) and Class T shares of Common Stock (“Class T Shares” and, together with the Class I Shares, Class D Shares and Class S Shares, the “Common Stock”). Class I Shares and Class D Shares were initially offered at $10.00 per share, and thereafter are now offered on a continuous basis at net asset value (“NAV”) per share. Class S Shares were initially offered at $10.36 per share, and thereafter are now offered on a continuous basis at NAV per share. Class T Shares were initially offered at $10.36 per share, and thereafter are now offered on a continuous basis at NAV per share, plus a maximum sales load of up to 3.0% of the offering price and a dealer manager fee of 0.5% of the offering price. Certain participating broker-dealers may offer Class T Shares subject to a dealer manager fee of up to 1.5%, provided that the sum of the sales load and dealer manager fee will not exceed 3.5% of the offering price. Class I Shares, Class D Shares and Class S Shares are each not subject to a sales load or dealer manager fee; however, investors could be required to pay brokerage commissions on purchases and sales of shares to their Selling Agents (as defined herein). Investors should consult with their Selling Agents about the sales load and any additional fees or charges their Selling Agents might impose on each class of shares.

On a long-term basis, under normal market conditions, Clarion Partners expects to allocate the Fund’s portfolio generally in accordance with the following targeted percentages of net assets (plus the amount of borrowings for investment purposes): (i) no less than 60% to Private CRE and (ii) up to 40% to Publicly Traded Real Estate Securities and cash/cash equivalents and other short-term investments to facilitate liquidity (cash/cash equivalents and other short-term investments will not count toward the Fund’s 80% test). The Fund’s investments in Private CRE may include whole or partial interests in real properties, mortgage debt and mezzanine debt (which is generally a subordinated loan secured by a pledge of the ownership interests of the entity owning the real property). The Fund’s investments in Publicly Traded Real Estate Securities may include commercial mortgage-backed securities, residential mortgage-backed securities, asset-backed securities, and other equity or debt securities issued by real estate investment trusts or real estate-related investment companies. Real estate-related investment companies are investment companies that primarily invest in real estate or activities relating to the ownership, construction, financing, management, servicing or sale of such real estate.

 

 

Prospectus dated April 30, 2025

Leverage. The Fund may use leverage to provide additional funds to support its investment activities. The Fund expects to utilize debt financing consisting of property level debt (mortgages on the Fund’s or Operating Partnership’s (as defined herein) properties that are generally not recourse to the Fund or the Operating Partnership) and entity level debt (non-mortgage debt that is recourse to the Fund or the Operating Partnership). Property level debt will be incurred by special purpose vehicles held by the Fund or its Operating Partnership or by joint ventures entered into by one of the Fund’s or the Operating Partnership’s special purpose vehicles and secured by real estate owned by such special purpose vehicles or joint ventures. If a special purpose vehicle or joint venture were to default on a loan, the lender’s recourse would be to the mortgaged property and the lender would typically not have a claim to other assets of the Fund, the Operating Partnership or its subsidiaries. As a result, the Fund will not treat such borrowings as senior securities (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) for purposes of complying with the 1940 Act’s limitations on leverage unless the special purpose vehicle or joint venture holding such debt is a wholly-owned subsidiary of the Fund or the financial statements of the special purpose vehicle or joint venture making such borrowing will be consolidated in the Fund’s financial statements in accordance with Regulation S-X and other accounting rules. The Fund may also incur entity level debt, including unsecured and secured credit facilities from certain financial institutions and other forms of borrowing (collectively, “Borrowings”) that is limited to 33 1/3% of the Fund’s total assets (less all liabilities and indebtedness not represented by 1940 Act leverage) immediately after such Borrowings. In addition, the Fund may enter into reverse repurchase agreements and/or use similar investment management techniques that may provide leverage, subject to the requirements of Rule 18f-4 under the 1940 Act. Under Rule 18f-4(d), the Fund may enter into reverse repurchase agreements or similar financing transactions in reliance on the rule if the Fund either (i) complies with the asset coverage requirements of Section 18 of the 1940 Act, and combines the aggregate amount of indebtedness associated with all reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating its asset coverage ratio; or (ii) treats all reverse repurchase agreements or similar financing transactions as derivatives transactions for all purposes under the rule. Furthermore, the Fund may add leverage to its portfolio through the issuance of preferred stock (“Preferred Stock”) in an aggregate amount of up to 50% of the Fund’s total assets (less all liabilities and indebtedness not represented by 1940 Act leverage) immediately after such issuance. See “Leverage” and “Risks—Leverage Risk.”

Investment Manager. Franklin Templeton Fund Adviser, LLC (“FTFA”) supervises the day-to-day management of the Fund’s portfolio by Clarion Partners and provides administrative and management services to the Fund. As of January 31, 2025, FTFA’s total assets under management were approximately $157.78 billion.

Investment Sub-Adviser. Clarion Partners serves as the investment sub-adviser and is responsible for the day-to-day portfolio management of the Fund, subject to the supervision and direction of the Board and FTFA. Clarion Partners, an SEC-registered investment adviser with FCA-authorized and Financial Industry Regulatory Authority (“FINRA”) member affiliates, has been a leading U.S. real estate investment manager for more than 42 years. With approximately $72.5 billion in total assets under management as of December 31, 2024, Clarion Partners offers a broad range of both debt and equity real estate strategies across the risk/return spectrum to its more than 500 domestic and international institutional investors. Clarion Partners is focused exclusively on real estate investments and is distinguished by a performance-driven approach, organizational stability, and a mandate of accountability to its clients. We believe Clarion Partners’ strength lies in a well-established network of experienced professionals who bring a deep knowledge of local markets to every investment decision.

Clarion Partners was founded in 1982 as an investment adviser to institutional investors, specializing in sourcing, underwriting and managing real estate investments. Headquartered in New York, Clarion Partners and its real-estate related affiliates have, as of March 31, 2025, approximately 343 employees in ten regional offices strategically located throughout the United States and Europe, including 53 senior executives with an average of over 31 years of real estate investment experience. Clarion Partners executes across a range of risk strategies, from core/core-plus to value-add/opportunistic, in both funds and separate accounts.

Securities Sub-Adviser. Western Asset Management Company, LLC (“Western Asset”) is the securities sub-adviser and has day-to-day responsibility for managing the portion of the Fund’s Publicly Traded Real Estate Securities investments that Clarion Partners allocates to Western Asset, subject to the supervision of the Board, FTFA and Clarion Partners. Western Asset acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds, is an affiliate of FTFA and an affiliate of Clarion Partners. As of December 31, 2024, Western Asset’s and its supervised affiliates’ total assets under management were approximately $280.02 billion.

You should read this prospectus, which contains important information about the Fund that you should know, before deciding whether to invest, and retain it for future reference. A Statement of Additional Information, dated April 30, 2025, as it may be amended (the “SAI”), containing additional information about the Fund, has been filed with the SEC and is incorporated by reference in its entirety into this prospectus. You may request a free copy of the SAI (the table of contents of which is on page 148 of this prospectus), annual and semi-annual reports to stockholders (when available), and additional information about the Fund by calling (888) 777-0102, by writing to the Fund at 620 Eighth Avenue, 47^th Floor, New York, New York 10018 or visiting the Fund’s website (https://www.cprex.com). The information contained in, or accessed through, the Fund’s website is not part of this prospectus. You may also obtain a copy of the SAI (and other information regarding the Fund) from the SEC’s website (http://www.sec.gov). You may also e-mail requests for these documents to publicinfo@sec.gov.

TABLE OF CONTENTS

 

Investment Opportunity

Real estate offers an attractive alternative for those investors seeking diversification from traditional asset classes. Investment in commercial real estate can have the following benefits for any multi-asset portfolio:

1.

Enhanced risk-adjusted total returns: Commercial real estate can provide attractive absolute returns with lower volatility than equities and fixed income.

2.

Strong cash flow potential: The long-term nature of commercial real estate leases can provide a good source of stable, predictable income.

3.

Enhanced portfolio diversification: Historically, private real estate investments have demonstrated low correlations to traditional asset classes.

4.

Hedge against inflation: Commercial real estate has the potential to act as a hedge against inflation as leasing and rental income can often reset with the economic cycle due to inflation-linked terms of contract.

Who May Want to Invest

Investors should consider their financial situations and needs, other investments, investment goals, investment experience, time horizons, liquidity needs and risk tolerance before investing in the Fund. An investment in the Fund is not appropriate for all investors, and the Fund is not intended to be a complete investment program. See “Risks.”

Barriers to investing in real estate can be high, which has in the past curbed broad-based participation in the asset class. These include high capital requirements and complex, relatively illiquid

transactions. The Fund may be an appropriate investment for long-term investors who are seeking:

•

a portfolio of high quality, privately held commercial real estate and Publicly Traded Real Estate Securities with the transparency of a 1940 Act fund;

•

the income, capital appreciation and portfolio diversification benefits that real estate can offer; and

•

the opportunity for attractive current distributions through a tax-efficient structure and the potential for long-term capital appreciation.

Investment Objective

The Fund’s investment objective is to provide current income and long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.

Investment Strategies

The Fund intends under normal market conditions to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in a portfolio of private commercial real estate and publicly traded real estate securities.

Private CRE: The Fund intends to invest primarily in stabilized income-oriented Private CRE located in the United States. Stabilized income-oriented real estate generally means that a property is well leased to tenants and does not require material capital improvements. However, the Fund may make investments in Private CRE with other characteristics (such as properties that are not well leased and generally require significant capital improvements, restructuring and/or repositioning/development) or other geographies (specifically, developed countries other than the United States), if the Fund’s investment sub-adviser, Clarion Partners, LLC (“Clarion Partners”), believes that such investments have the potential to enhance investment returns.

other property types. The Fund’s investments in Private CRE may include whole or partial interests in real properties, mortgage debt, mezzanine debt (which is generally a subordinated loan secured by a pledge of the ownership interests of the entity owning the real property) and other direct real estate investments.

Clarion Partners (as defined below) will select investments across property types, geographic regions and metropolitan areas in order to generate attractive current income with the potential for long term appreciation and favorable risk-adjusted returns. The Fund considers equity investments in Private CRE to be owning equity of special purpose vehicles that own commercial real estate. When the Fund determines to purchase a property, a special purpose vehicle will generally be created to hold the title to the property. By owning equity of a special purpose vehicle, the Fund will own the title to the underlying property.

Many of the Fund’s equity investments in Private CRE are intended to be wholly-owned by the Operating Partnership; however, the Operating Partnership also expects to enter into a significant number of joint ventures or other co-ownership arrangements with third parties. In these joint ventures, the Operating Partnership would generally share control with the third party partner, but may in some cases have minority control of an investment, and in many cases the third party partner may provide operating services for the property. In some cases the Operating Partnership may share control with a third party partner even though the Operating Partnership holds a majority of the economic interests of the joint venture. In most cases, generally accepted accounting principles (“GAAP”) will not require the Fund or the Operating Partnership to consolidate joint ventures it does not control. In some cases the Fund or the Operating Partnership may pay to have a period of exclusivity, or an option, to purchase a Private CRE property.

The Fund may invest in securities of any credit quality, maturity and duration to enhance its income and capital appreciation potential and to provide liquidity to the overall portfolio. This may include below investment grade (or junk) securities. See “Risks—Below Investment Grade (High Yield or Junk) Securities Risk.” The Fund expects that its investments in Publicly Traded Real Estate Securities will

primarily be in U.S. securities, but it may also invest in non-U.S. securities (however, the Fund does not expect to invest in emerging markets).

Clarion Partners will utilize the fixed income expertise of Western Asset (as defined below) to select specific types of Publicly Traded Real Estate Securities within investment guidelines set by Clarion Partners.

The Fund’s investment strategy provides investors the ability to gain direct exposure to a portfolio of stabilized income-oriented commercial real estate and real estate related securities. See “The Fund’s Investments—Benefits of Investing in Real Estate.”

Clarion Partners will utilize the breadth and scale of its national real estate platform, research-based process and acquisition and management expertise to evaluate market conditions and potential investment opportunities for the Fund. Clarion Partners will take into account real estate cycles across property types and markets in an effort to reduce portfolio volatility and enhance returns. As an additional risk management measure, Clarion Partners will primarily consider markets that it believes have attractive growth prospects and healthy supply/demand dynamics.

On a long-term basis, under normal market conditions, Clarion Partners will seek to allocate the Fund’s portfolio generally in accordance with the following targeted percentages of net assets (plus the amount of borrowings for investment purposes):

(i)

no less than 60% to Private CRE and

(ii)

up to 40% to Publicly Traded Real Estate Securities and cash/cash equivalents and other short-term investments to facilitate liquidity (cash/cash equivalents and other short-term investments will not count toward the Fund’s 80% test).

Clarion Partners will have the ability to allocate the Fund’s portfolio between Private CRE and Publicly Traded Real Estate Securities as well as to determine the portion of the Publicly Traded Real Estate Securities or cash equivalents that will be managed by Western Asset, in each case subject to the supervision and direction of the board of directors of the Fund (the “Board”) and FTFA (as defined below).

For a more complete discussion of the Fund’s portfolio composition, see “The Fund’s Investments.”

The Operating Partnership

The Fund is the sole member of the general partner of the Operating Partnership. The general partner of the Operating Partnership has irrevocably delegated its authority to manage the business and affairs of the Operating Partnership to a board of directors (the “OP Board”). The directors on the OP Board are the same directors that serve on the

Board of the Fund. The directors of the OP Board are subject to the same standard of care and same fiduciary duties with regard to the Operating Partnership as are corporate directors under Delaware law.

sum will not exceed 3.5% of the offering price. Holders of Class I Shares, Class D Shares, Class S Shares and Class T Shares have equal rights and privileges with each other, except that purchasers of Class I Shares do not pay a sales load or dealer manager fees and the Fund does not pay any servicing or distribution fees with respect to Class I Shares. See “—Ongoing Distribution and Servicing Fees” and “Summary of Fund Expenses” for information on servicing and distribution fees.

Proceeds from the offering are held by the Fund’s custodian and available to fund investments. No arrangements have been made to place such proceeds in an escrow, trust or similar account. The Fund generally expects to invest the proceeds from the offering within 30 days from receipt thereof.

The Fund reserves the right to reject a purchase order for any reason.

Investment Process

Clarion Partners Private CRE Investment Process for Equity and Debt

Clarion Partners will utilize a disciplined investment process to identify investment opportunities for the Fund. Clarion Partners will leverage its proprietary investment research combined with its long-standing real estate experience to identify, acquire, oversee and dispose of real estate assets.

Clarion Partners’ investment process broadly consists of four key stages:

2.

Preliminary Underwriting. The team performs initial underwriting, pricing and structuring analysis, which includes developing cash flow and return models, performing initial assessment of returns and impact on portfolio return and characteristics.

3.

Investment Underwriting and Due Diligence. This step includes a detailed lease analysis, as well as physical inspections and reviews of the property and market reports. Cash flow and return models are further refined, and impact on portfolio return and characteristics are assessed.

4.

Final Decision: The due diligence findings and any adjustments to returns and pricing are presented to the Investment Committee for approval.

Clarion Partners will closely monitor the performance of the Fund’s investments. Each year, Clarion Partners will develop a strategic investment plan for the Fund. In addition, Clarion Partners’ asset managers are responsible for developing an annual business plan for every asset in their respective markets. This plan is subject to approval by the portfolio manager. This plan sets specific goals for value enhancement projects, tenant retention, leasing, operations, capital improvements, and a comprehensive hold/sell analysis. For debt investments, a lender’s control over value enhancement projects, tenant retention, leasing, operations and capital improvements is often limited as the equity holder would maintain control over these decisions within the bounds of the covenants of the senior and subordinate loan agreements.

Further, the Fund’s annual strategic investment plan is submitted to a Peer Review Group (“PRG”) for review. The PRG, which generally meets at the beginning of the year and periodically as needed, comprises senior investment and other professionals from across Clarion Partners.

With respect to Private CRE investments, in the cases where Clarion Partners identifies a potential investment opportunity that may be suitable for multiple clients, Clarion Partners adheres to an allocation

policy (the “Allocation Policy”) by which it rotates the priority of its clients with respect to new opportunities. The Allocation Policy is designed to allocate investment opportunities among Clarion Partners’ active clients in a manner that is transparent, fair and unbiased and to optimize the investment objectives of each, recognizing that, on occasion, certain investments may be equally suitable for more than one client.

To enforce the Allocation Policy, Clarion Partners has established a formal procedure as follows:

Notwithstanding the foregoing, no new opportunity will become subject to the above Allocation Policy where such new opportunity is: sourced by a client with its own independent investment resources for acquisition by such client; or sourced for a specific client pursuant to certain programmatic joint ventures. Separate rotational priorities are maintained with respect to real estate equity investment opportunities and real estate-related debt investment opportunities.

Publicly Traded Real Estate Securities

Broad investment strategies are formulated by Western Asset’s US Broad Strategy Committee, which is comprised of senior investment professionals who represent major U.S. market sectors. These senior professionals each have expertise in a specific area of the fixed-income market, interact on a daily basis to evaluate developments in the market and the economy, and meet formally every week to review Western Asset’s economic outlook and investment strategy. The head of Western Asset’s Mortgage and Consumer Credit Team then formulates the macroeconomic-based investment strategies (i.e., duration, curve and sector positioning).

Portfolios are constructed based on analysis of individual securities using Western Asset’s fundamental value process. The Mortgage and Consumer Credit Team constructs the portfolios by making larger allocations to sub-sectors that Western Asset believes offer the most attractive risk and liquidity adjusted returns. Active sector rotation is the primary source to manage overall portfolio risk. Sector rotation is an investment management technique whereby assets are shifted from one sector or sub-sector of the real estate market to another seeking to capitalize on the most attractive risk and liquidity adjusted returns. The team may use opportunistic hedging techniques (including derivatives) to manage interest rate, credit and portfolio risk. The Fund may invest in derivative instruments, such as options contracts, futures contracts, options on futures contracts, indexed securities, credit linked notes, credit default swaps and other swap agreements for investment, hedging and risk management purposes.

See “The Fund’s Investments—Investment Process.”

Repurchases

The Fund’s Common Stock will not be listed for trading on a securities exchange. The Fund intends, but is not obligated, to conduct quarterly tender offers for up to 5.0% of the aggregate NAV of its Common Stock then outstanding at the applicable NAV per share as of the applicable valuation date in the sole discretion of its Board.

A stockholder who tenders its Common Stock with a tender valuation date within 12 months of the original issue date of such Common Stock will be subject to a fee of 2.00% of the NAV of the Common Stock repurchased by the Fund; this reduction is referred to herein as

In any given quarter, FTFA or Clarion Partners may or may not recommend to the Board that the Fund conduct a tender offer. For example, if adverse market conditions cause the Fund’s investments to become more illiquid or trade at depressed prices or if FTFA or Clarion Partners believe that conducting a tender offer for 5.0% or less of the aggregate NAV of the Fund’s Common Stock then outstanding would impose an undue burden on stockholders who do not tender compared to the benefits of giving stockholders the opportunity to sell all or a portion of their Common Stock at NAV, the Fund may choose not to conduct a tender offer or may choose to conduct a tender offer for less than 5.0% of the aggregate NAV its Common Stock then outstanding. Regardless of the recommendation of FTFA and Clarion Partners, the Board may or may not determine to cause the Fund to conduct a tender offer for any given quarter.

The Fund intends to comply with an exemption under FINRA Rule 5110 that requires the Fund to make at least two tender offers per calendar year. However, there may be quarters in which no tender offer is made, and it is possible that no tender offers will be conducted by the Fund at all. If a tender offer is not made, stockholders may not be able to sell their Common Stock as it is unlikely that a secondary market for the Common Stock will develop or, if a secondary market does develop, stockholders may be able to sell their Common Stock only at substantial discounts from NAV. If the Fund does conduct tender offers, it may be required to sell its more liquid, higher quality portfolio securities to fund the purchase of shares of Common Stock that are tendered, which may increase risks for remaining stockholders and increase fund expenses as a percent of

assets. The Fund is designed primarily for long-term investors and an investment in the Fund’s Common Stock should be considered illiquid. For more information concerning repurchases, see “Risks—Liquidity Risk” and “Repurchases.”

Rule 18f-4 under the 1940 Act. Under Rule 18f-4(d), the Fund may enter into reverse repurchase agreements or similar financing transactions in reliance on the rule if the Fund either (i) complies with the asset coverage requirements of Section 18 of the 1940 Act, and combines the aggregate amount of indebtedness associated with all reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating its asset coverage ratio; or (ii) treats all reverse repurchase agreements or similar financing transactions as derivatives transactions for all purposes under the rule. Furthermore, the Fund may add leverage to its portfolio through the issuance of preferred stock (“Preferred Stock”) in an aggregate amount of up to 50% of the Fund’s total assets (less all liabilities and indebtedness not represented by 1940 Act leverage) immediately after such issuance. See “Leverage” and “Risks—Leverage Risk.”

Borrowings (and any Preferred Stock) have seniority over Common Stock. Any Borrowings and Preferred Stock (if issued) leverage investments in Common Stock. Holders of Common Stock bear the costs associated with any Borrowings, and if the Fund issues Preferred Stock, holders of Common Stock bear the offering costs of the Preferred Stock issuance. The Board may authorize the use of leverage through Borrowings and Preferred Stock without the approval of the holders of Common Stock.

The Fund may not use leverage at all times and the amount of leverage may vary depending upon a number of factors, including FTFA’s and Clarion Partners’ outlook for the market and the costs that the Fund would incur as a result of such leverage. There is no assurance that the Fund’s leveraging strategy will be successful.

Distributions

The Fund intends to make distributions necessary to maintain its qualification as a REIT. The Fund intends to declare and pay distributions from net investment income of the Fund, if any, on a monthly basis. In addition, the Fund intends to declare and make distributions from net realized gains, if any, on an annual basis. Net short-term capital gains may be paid more frequently. For purposes of declaring and paying distributions, the Fund will determine its monthly net investment income to distribute in accordance with GAAP, which may differ from income tax regulations. See “Distributions.”

Cash distributions to holders of our Common Stock will automatically be reinvested under our Dividend Reinvestment Plan (the “DRIP”) in additional whole and fractional shares unless you elect to receive your distributions in cash. Investors may terminate their participation in the DRIP with prior written notice to the transfer agent, SS&C Global Investor & Distribution Solutions, Inc. (“SS&C GIDS”). Under the DRIP, stockholders’ distributions are reinvested in Common Stock of the same class of Common Stock owned by the stockholder for a

purchase price equal to the NAV per share (for the class of Common Stock being purchased) on the date that the distribution is paid. See “Dividend Reinvestment Plan.”

FTFA receives a monthly management fee at the annual rate of 1.25% of the Fund’s average daily NAV. Under its management agreement with the Fund, FTFA’s management fee is waived in an amount equal to the average daily value of the Fund’s net assets held through the Operating Partnership. As a result, if the Fund invests all of its assets in the Operating Partnership then FTFA will receive all of its management fee from the Operating Partnership and the Fund will not pay an additional management fee. FTFA receives a monthly management fee from the Operating Partnership at the annual rate of 1.25% of the Operating Partnership’s average daily NAV. See “Management of the Fund—Investment Advisory Agreements and Fees.”

Founded in 1982, Clarion Partners has historically specialized in managing private equity real estate portfolios in the United States for institutional investors in both separate accounts and commingled

Clarion Partners receives an annual sub-advisory fee, payable monthly, from FTFA in an amount equal to 70% of the management fee paid to FTFA, net of expense waivers and reimbursements. No advisory fee will be paid by the Fund or the Operating Partnership directly to Clarion Partners.

Western Asset is one of the world’s leading global fixed income managers. Founded in 1971, the firm is known for team management, proprietary research, supported by robust risk management, and a long-term fundamental value approach.

FTFA, and not the Fund or the Operating Partnership, pays Western Asset a fee based on the assets of the Fund allocated to Western Asset by Clarion Partners.

Competitive Advantages

In pursuing the Fund’s investment objective and strategy, the Fund is expected to benefit from the investment capabilities and organizational stability of Clarion Partners, one of the nation’s leading institutional real estate investment managers. Clarion Partners has an extensive national platform for sourcing, investing and managing real estate assets.

Clarion Partners believes that it offers the following competitive advantages:

Scale: Clarion Partners’ national footprint, local knowledge, and ability to conduct in-depth market research is the foundation of its ability to source real estate investments and execute deals.

Clarion Partners has extensive industry relationships with real estate owners and operators, brokers, investment banks, commercial banks and loan originators and other intermediaries, providing access to a broad array of buyers, sellers and debt financing sources in all major metropolitan markets throughout the United States.

Experience, Integrity and Credibility: Clarion Partners has focused exclusively on real estate investing for nearly four decades. Its management team has in-depth knowledge and an understanding of real estate gained over numerous market cycles.

Disciplined Investment Approach: Clarion Partners’ due diligence, asset management and portfolio management process is anchored in rigorous research. Disciplined collaboration between Clarion Partners’ experts enables insights across the firm to be integrated and converted into actionable investments ideas.

Expenses and Reimbursement

Subject to the terms and conditions outlined in this prospectus, the Fund will reimburse FTFA or the Fund sub-advisers, as applicable, for any actual third-party expenses incurred on behalf of the Fund. Such expenses will include, but are not limited to, costs related to valuation, audit, reporting, regulatory, administration, compliance and financing as well as legal services. The Fund will also reimburse FTFA or the Fund sub-advisers, as applicable, for actual operating and property expenses incurred on behalf of the Fund for CRE property management, acquisitions, dispositions and financings. Clarion Partners intends to hire third-party property managers (who could also be joint venture partners for an investment) at prevailing market rates to perform management and specialized services for the Fund’s Private CRE investments, but may in certain circumstances utilize Clarion Partners staff when deemed the best course of action for the Fund.

FTFA is permitted to recapture amounts forgone or reimbursed within three years after the fiscal year in which FTFA earned the fee or incurred the expense if the total annual Fund operating expenses have fallen to a level below the limit described herein. In no case will FTFA recapture any amount that would result in the total annual Fund operating expenses exceeding such limit.

For a more complete discussion of the Fund’s expenses and reimbursement arrangements, see “Summary of Fund Expenses.”

Custodian and Transfer Agent

The Bank of New York Mellon (“BNY”) serves as the Fund’s custodian. SS&C GIDS serves as Fund’s transfer agent. See “Custodian and Transfer Agent.”

Distributor

Franklin Distributors, LLC (the “Distributor”) is the principal underwriter and distributor of the Class I Shares, Class D Shares, Class S Shares and Class T Shares and serves in that capacity on a best efforts basis, subject to various conditions. Other broker-dealers (“Selling Agents”) may be appointed by the Distributor to assist in the sale of the Fund’s Common Stock on a best efforts basis or who may provide certain servicing activities with respect to the Fund’s Common Stock. See “Plan of Distribution.”

Unlisted Closed-End Fund Structure; Limited Liquidity

The Fund will not list its Common Stock for trading on any securities exchange or any other trading market. There is currently no secondary market for its Common Stock and the Fund does not expect any secondary market to develop for its Common Stock. Stockholders of the Fund are not able to have their Common Stock redeemed or otherwise sell their Common Stock on a daily basis because the Fund is an unlisted closed-end fund. An investment in the Fund is suitable only for investors who can bear the risks associated with private market investments with potential limited liquidity of the Common Stock as described in “Repurchases” above.

Minimum Investment

Generally, the minimum initial investment is $1,000,000 for Class I Shares, except when purchased through fee-based programs at registered broker-dealers, registered investment advisors, trust companies, banks, or other financial intermediaries where the investment minimum is $2,500. The minimum initial investment minimum is $2,500 for Class D Shares, Class S Shares and Class T Shares. The minimum subsequent investment is $500 for each class of Common Stock, except for additional purchases pursuant to the DRIP, which are not subject to a minimum purchase amount. However, any Selling Agent may modify or waive the minimum initial or subsequent investment required for any Common Stock sold by such Selling Agent. See “Plan of Distribution—How to Purchase Common Stock.”

Investor Suitability

An investment in the Common Stock is most suitable for investors who seek to diversify their personal portfolios with a real estate-based investment and seek to receive current income and obtain the benefits of potential long-term capital appreciation from real estate as an asset

class. An investment in the Common Stock is least suitable for persons who require liquidity or guaranteed income.

Before making your investment decision, you should (i) consider the suitability of this investment with respect to your investment objective and personal financial situation and (ii) consider factors such as your personal net worth, income, age, risk tolerance and liquidity needs. An investment in the Fund should not be viewed as a complete investment program.

An investment in the Fund involves a considerable amount of risk. It is possible that you may lose part or all of your investment in the Fund. An investment in the Fund is suitable only for investors who can bear the risks associated with private market investments with potential limited liquidity of the Common Stock. Common Stock should be viewed as a long-term investment within a multi-asset personal portfolio and should not be viewed individually as a complete investment program.

members, and, if approved by the Board, joint venture partners, consultants and other service providers.

Summary of Risks

Investing in the Fund involves risks, including the risk that a stockholder may receive little or no return on his or her investment or that a stockholder may lose part or all of his or her investment. The Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if they can sustain a complete loss of their investment. Below is a summary of some of the principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see “Risks.” Stockholders should consider carefully the following principal risks before investing in the Fund:

Raising the ceiling on U.S. government debt has become increasingly politicized. Any failure to increase the total amount that the U.S. government is authorized to borrow could lead to a default on U.S. government obligations, with unpredictable consequences for economies and markets in the U.S. and elsewhere. Recently, inflation

and interest rates have been elevated as compared to recent years. These circumstances could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

The United States and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the United States has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the United States and its trading partners, as well as companies directly or indirectly affected and financial markets generally. The United States government has prohibited U.S. persons from investing in Chinese companies designated as related to the Chinese military. These and possible future restrictions could limit the fund’s opportunities for investment and require the sale of securities at a loss or make them illiquid. Moreover, the Chinese government is involved in a longstanding dispute with Taiwan that has included threats of invasion. If the political climate between the United States and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund’s assets may go down.

Inflation Risk. Globally, inflation and rapid fluctuations in inflation rates have in the past had negative effects on economies and financial markets, particularly in emerging economies, and may do so in the future. Wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, governments may impose wage and price controls, or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on levels of economic activity.

Inflationary pressures have increased the costs of labor, energy, and raw materials, and have adversely affected consumer spending, economic growth, and the operations of companies in the U.S. and globally, and have resulted in a tightening of monetary policy by the U.S. Federal Reserve. Inflation may continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten further in response. Inflation could become a serious problem in the future and have an adverse impact on the Fund’s returns.

Any provisions of the Fund’s leases designed to mitigate the risk of inflation and unexpected increases in market lease rates, such as periodic rental increases, may not adequately protect the Fund from

the impact of inflation or unexpected increases in market lease rates. If subject to below-market lease rates on a significant number of properties pursuant to long-term leases, and operating and other expenses are increasing faster than anticipated, then the Fund’s business, financial condition, results of operations, cash flows and ability to satisfy debt service obligations or pay distributions on Common Stock could be materially adversely affected.

Distributions Risk. There can be no assurance that the Fund will achieve investment results that will allow the Fund to make a specified level of cash distributions or maintain certain levels of cash distributions. All distributions will be paid at the discretion of the Board and may depend on the Fund’s earnings, the Fund’s net investment income, the Fund’s financial condition, compliance with applicable regulations and such other factors as the Board may deem relevant from time to time.

Liquidity Risk. The Fund is designed primarily for long-term investors and an investment in the Fund’s Common Stock should be considered illiquid. The Common Stock is not listed for trading on any securities exchange. There is no public market for the Common Stock and none is expected to develop. Although the Fund may offer to repurchase Common Stock from stockholders, no assurance can be given that these repurchases will occur as contemplated or at all.

Management Risk and Reliance on Key Personnel. The Fund is subject to management risk because it is an actively managed investment portfolio. Clarion Partners, Western Asset and each individual investment professional may not be successful in selecting the best investments or investment techniques, and the Fund’s performance may lag behind that of similar funds.

Delay in Use of Proceeds Risk. Although the Fund currently intends to invest the proceeds from any sale of the Common Stock offered hereby as soon as practicable, such investments may be delayed if suitable investments are unavailable at the time. Delays the Fund encounters in the selection, due diligence and origination or acquisition of investments would likely limit its ability to pay distributions and lower overall returns.

Competition Risk. Identifying, completing and realizing attractive portfolio investments is competitive and involves a high degree of uncertainty. In acquiring its target assets, the Fund will compete with a variety of institutional investors, including specialty finance companies, public and private funds (including other funds managed by FTFA, Clarion Partners and Western Asset), REITs, commercial and investment banks, commercial finance and insurance companies and other financial institutions.

Non-Diversification Risk. As a non-diversified investment company, the Fund may invest more than 5% of its total assets in the securities

of one or more issuers. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by events impacting a single investment, geographic location, security or investment type.

Illiquid Investment Risk. Many of the Fund’s investments will be illiquid, including the Fund’s Private CRE investments. A variety of factors could make it difficult for the Fund to dispose of any of its illiquid assets on acceptable terms even if a disposition is in the best interests of the Fund’s stockholders. The Fund cannot predict whether it will be able to sell any asset for the price or on the terms set by it or whether any price or other terms offered by a prospective purchaser would be acceptable to the Fund.

Real Estate Investment Risk. The Fund’s investments will be subject to the risks typically associated with real estate, including but not limited to:

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local, state, national or international economic conditions, including market disruptions caused by regional concerns, political upheaval, sovereign debt crises and other factors;

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lack of liquidity inherent in the nature of the asset;

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reliance on tenants/operators/managers to operate their businesses in a sufficient manner and in compliance with their contractual arrangements with the Fund;

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ability and cost to replace a tenant/operator/manager upon default;

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property management decisions;

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property location and conditions;

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property operating costs, including insurance premiums, real estate taxes and maintenance costs;

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competition from comparable properties;

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the occupancy rate of, and the rental rates charged at, the properties;

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the ability to collect on a timely basis all rent;

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the effects of any bankruptcies or insolvencies;

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changes in interest rates and in the availability, cost and terms of mortgage financing;

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changes in governmental rules, regulations and fiscal policies;

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cost of compliance with applicable federal, state, and local laws and regulations;

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acts of nature, including earthquakes, hurricanes and other natural disasters;

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the potential for uninsured or underinsured property losses; and

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other factors which are beyond the Fund’s control.

Commercial Real Estate Industry Risk. The Fund’s business and operations are dependent on the CRE industry generally, which in turn is dependent upon broad economic conditions. Investing in commercial real estate assets involves certain risks, including but not limited to: tenants’ inability to pay rent; declining commercial real estate values, increases in interest rates and lack of availability of financing; tenant turnover and vacancies; the pace and magnitude of debt accumulation and impending debt maturities; regional banks’ concentration of loans in commercial real estate and changes in supply of or demand for similar properties in a given market. Challenging economic and financial market conditions may cause the Fund to experience an increase in the number of Private CRE investments that result in losses, including delinquencies, non-performing assets and a decrease in the value of the property or, in the case of Publicly Traded Real Estate Securities, collateral which secures its investments, all of which could adversely affect the Fund’s results of operations.

Litigation Risk. From time to time, the Fund, FTFA or the sub-advisers may be subject to pending or threatened litigation or regulatory action. Some of these claims may result in significant defense costs and potentially significant judgments against the Fund and/or the sub-advisers. We cannot be certain of the ultimate outcome of any potential litigation or regulatory action or any claims that may arise in the future and the reputation of the Fund and/or the sub-advisers could be damaged as a result. Certain litigation or regulatory scrutiny could materially adversely affect our business in a number of ways, including a reluctance of counterparties to do business with us, FTFA or the sub-advisers.

Joint Venture Risk. The Fund has entered into joint ventures with third parties to make investments. The Fund may also make investments in partnerships or other co-ownership arrangements or participations. Such investments may involve risks not otherwise present with other methods of investment. In addition, disputes between the Fund and its joint venture partners may result in litigation or arbitration that would increase the Fund’s expenses and prevent the Fund’s officers and directors from focusing their time and efforts on the Fund’s business.

Recourse Financings Risk. Generally, commercial real estate financings are structured as non-recourse to the borrower which limits a lender’s recourse to the property pledged as collateral for the loan and not the other assets of the borrower or to any parent of the borrower in the event of a loan default. However, lenders customarily will require that a creditworthy parent entity enter into so-called “recourse carveout” guarantees to protect the lender against certain

bad-faith or other intentional acts of the borrower in violation of the loan documents. A “bad boy” guarantee typically provides that the lender can recover losses from the guarantors for certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt and environmental losses sustained by lender. These financing arrangements with respect to our investments generally require “bad boy” guarantees from us and/or certain of our subsidiaries and in the event that such a guarantee is called, our assets could be adversely affected. Moreover, our “bad boy” guarantees could apply to actions of the joint venture partners associated with our investments.

Private CRE Options Risk. The Fund may obtain options that grant it a period of exclusivity during which it may acquire certain Private CRE. The amount paid for an option, if any, is normally surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased. Option payments will reduce the amount of cash available for further investments or distributions to the Fund’s stockholders.

Valuation Risk. Within the parameters of the Fund’s valuation guidelines, the valuation methodologies used to value the Fund’s assets will involve subjective judgments and projections and may not be accurate. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond the Fund’s control and the control of FTFA, the sub-advisers and the Fund’s independent valuation advisors.

Risks Related to Specific Private CRE Property Types. The Fund intends to invest in a variety of Private CRE property types, which may expose the Fund to risks.

CMBS Risk. CMBS are, generally, securities backed by obligations (including certificates of participation in obligations) that are principally secured by mortgages on real property or interests therein having a residential or commercial use, such as regional malls, other retail space, office buildings, industrial or warehouse properties, hotels, nursing homes and senior living centers. CMBS are subject to particular risks, including lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal.

Non-Agency RMBS Risk. Non-agency RMBS are securities issued by non-governmental issuers, the payments on which depend (except for rights or other assets designed to assure the servicing or timely distribution of proceeds to holders of such securities) primarily on the cash flow from residential mortgage loans made to borrowers that are secured (on a first priority basis or second priority basis, subject to permitted liens, easements and other encumbrances) by residential

real estate (one- to four- family properties) the proceeds of which are used to purchase real estate and purchase or construct dwellings thereon (or to refinance indebtedness previously so used). Non-agency RMBS have no direct or indirect government guarantees of payment and are subject to various risks including credit-related risk, prepayment risk and legal risks.

Mortgage Loan Risk. The Fund may invest in commercial mortgage loans, including senior and mezzanine loans and B-notes, which are secured by residential, commercial or properties with other characteristics (such as properties that are not well leased and generally require significant capital improvements, restructuring and/or repositioning/development) and are subject to risks of delinquency and foreclosure and risks of loss. Commercial mortgage loans are usually non-recourse in nature. Therefore, if a commercial borrower defaults on the commercial mortgage loan, then the options for financial recovery are limited in nature. In the event of any default under a mortgage or real estate loan held directly by the Fund, the Fund will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage or real estate loan, which could have a material adverse effect on the Fund’s profitability.

Mezzanine Loan Risk. The Fund may invest in mezzanine loans that take the form of subordinated loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real property. These types of investments involve a higher degree of risk than first-lien mortgage loans secured by income producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. As a result, the Fund may not recover some or all of its investment.

Below Investment Grade (High Yield or Junk) Securities Risk. A material portion of the Fund’s Publicly Traded Real Estate Securities (including both direct and indirect investments) may consist of below investment grade securities. Lower grade securities may be particularly susceptible to economic downturns and are inherently

speculative. Because of the substantial risks associated with investments in lower grade securities, you could lose money on your investment in Common Stock, both in the short-term and the long-term.

Capital Markets Risk. The Fund expects to fund a portion of its Private CRE investments with property-level financing. There can be no assurance that any financing will be available to the Fund in the future on acceptable terms, if at all, or that it will be able to satisfy the conditions precedent required to use its credit facilities, if entered into, which could reduce the number, or alter the type, of investments that the Fund would make otherwise. Any failure to obtain financing could have a material adverse effect on the continued development or growth of the Fund’s business and harm the Fund’s ability to operate and make distributions.

Interest Rate Risk. Changes in interest rates, including changes in expected interest rates or “yield curves,” may affect the Fund’s business in a number of ways. Changes in the general level of interest rates can affect the Fund’s net interest income, which is the difference between the interest income earned on the Fund’s interest-earning assets and the interest expense incurred in connection with its interest-bearing borrowings and hedges. Changes in the level of interest rates also can affect, among other things, the Fund’s ability to acquire certain of the Publicly Traded Real Estate Securities at attractive prices and enter into hedging transactions. Recently, there have been inflationary price movements. As such, fixed income securities markets may experience heightened levels of interest rate volatility and liquidity risk. Recently, the U.S. Federal Reserve has been raising interest rates from historically low levels. It may continue to raise interest rates. Any additional interest rate increases in the future could cause the value of the fund’s holdings to decrease.

Benchmark Reference Rates. Many debt securities, derivatives, and other financial instruments, utilize benchmark or reference rates for variable interest rate calculations, including the Bloomberg Short-Term Bank Yield Index (BSBY), Euro Interbank Offer Rate, Sterling Overnight Index Average Rate, and the Secured Overnight Financing Rate (each a “Reference Rate”). Instruments in which the Fund invests may pay interest at floating rates based on such Reference Rates or may be subject to interest caps or floors based on such Reference Rates. The Fund and issuers of instruments in which the Fund invests may also obtain financing at floating rates based on such Reference Rates. The elimination of a Reference Rate or any other changes to or reforms of the determination or supervision of Reference Rates could have an adverse impact on the market for, or value of, any instruments or payments linked to those Reference Rates.

For example, some Reference Rates, as well as other types of rates and indices, are described as “benchmarks” and have been the subject of ongoing national and international regulatory reform, including under the European Union regulation on indices used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future, with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally, there could be other consequences which cannot be predicted.

Derivatives Risk. Derivatives are subject to a number of risks described elsewhere in this prospectus, such as liquidity risk, interest rate risk, credit risk, management risk. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. Derivative instruments can be illiquid, may disproportionately increase losses, and may have a potentially large impact on Fund performance.

Leverage Risk. The Fund may use leverage in connection with its investments. Leverage may result in greater volatility of the NAV of, and distributions on, the Common Stock because changes in the value of the Fund’s portfolio investments, including investments purchased with the proceeds from Borrowings or the issuance of Preferred Stock, if any, are borne entirely by holders of Common Stock.

Potential Conflicts of Interest Risk. Clarion Partners and Western Asset serve as advisers or sub-advisers to other vehicles that have the same or similar investment objective and investment strategies to those of the Fund. As a result, the sub-advisers and the Fund’s portfolio managers may devote unequal time and attention to the management of the Fund and those other funds and accounts. Conflicts of interest exist or could arise in the future as a result of the relationships between Clarion Partners and its affiliates, on the one hand, and our Operating Partnership’s or the Fund’s real estate joint ventures or any partner thereof, on the other. For further information on potential conflicts of interest, see “Portfolio Managers—Potential Conflicts of Interest” in the SAI.

Risks Related to the Fund’s REIT Status. The Fund expects to continue to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, various compliance requirements could be failed and could jeopardize the Fund’s REIT status.

Tax Risks of Investing in the Fund. Even if the Fund qualifies and maintains its status as a REIT, it may become subject to U.S. federal income taxes and related state and local taxes.

Key Features of a REIT

We elected to be taxed as a REIT beginning with our taxable year ended December 31, 2019 and intend to continue to qualify as a REIT. In general, a REIT is a company that:

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acquires or provides financing for real estate assets;

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offers the benefits of a professionally managed real estate portfolio;

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satisfies the various requirements of the Code, including a requirement to distribute at least 90% of its REIT taxable income each year to its stockholders; and

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is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its stockholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and stockholder levels) that generally results from investments in a C corporation.

U.S. Federal Income Tax Considerations

We elected to be taxed as a REIT beginning with our taxable year ended December 31, 2019 and intend to continue to qualify as a REIT.

Our qualification and taxation as a REIT depend upon our ability to meet on a continuing basis, through actual operating results, certain qualification tests set forth in the U.S. federal tax laws. Those qualification tests involve the percentage of income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of the ownership of our shares, and the percentage of our taxable income that we distribute. See “Material U.S. Federal Income Tax Considerations.” No assurance can be given that the Fund will in fact satisfy such requirements for any taxable year.

As a REIT, we generally are allowed to deduct dividends paid to stockholders and, as a result, we generally will not be subject to U.S. federal income tax on that portion of our ordinary income and net capital gain that we annually distribute to stockholders, as long as we meet the minimum distribution requirements under the Code. We intend to make distributions to stockholders on a regular basis as necessary to avoid material U.S. federal income tax and to comply with the REIT distribution requirements. See “Material U.S. Federal Income Tax Considerations.”

In the case of certain U.S. stockholders, we expect your IRS Form 1099-DIV tax information, if required, to be sent to stockholders following the end of each year.