UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21128
Legg Mason Partners Variable Equity Trust
(Exact name of registrant as specified in charter)
125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4th Floor
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: (800) 451-2010
Date of fiscal year end: December 31
Date of reporting period: June 30, 2007
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
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SEMI-ANNUAL REPORT
JUNE 30, 2007 | | Legg Mason Partners Variable Equity Index Portfolio |
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| | INVESTMENT PRODUCTS: NOT FDIC INSURED•NO BANK GUARANTEE•MAY LOSE VALUE |
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| Legg Mason Partners Variable Equity Index Portfolio |
Semi-Annual Report • June 30, 2007
What’s
Inside
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Portfolio Objective | |
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Investment results that, before expenses, correspond to the price and yield performance of the S&P 500 Index. The Portfolio will hold substantially all of the stocks in the S&P 500 Index, with comparable economic sector weightings, market capitalization and liquidity. The investment objective of the Portfolio is non-fundamental and may be changed by the Board of Trustees without the approval of Shareholders or Policy holders. | |
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Letter from the Chairman | | I |
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Fund at a Glance | | 1 |
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Fund Expenses | | 2 |
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Schedule of Investments | | 4 |
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Statement of Assets and Liabilities | | 21 |
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Statement of Operations | | 22 |
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Statements of Changes in Net Assets | | 23 |
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Financial Highlights | | 24 |
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Notes to Financial Statements | | 26 |
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| “Standard & Poor’s®”, “S&P®”, “S&P 500®”, “Standard & Poor’s 500” and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Legg Mason Partners Fund Advisor, LLC. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Fund shares. |
R. JAY GERKEN, CFA
Chairman, President and
Chief Executive Officer
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| Dear Shareholder, |
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| The U.S. economy weakened during the six-month reporting period ended June 30, 2007. U.S. gross domestic product (“GDP”)i expanded 2.5% in the fourth quarter of 2006. In the first quarter of 2007, GDP growth was a tepid 0.6%, according to the U.S. Commerce Department. This is the lowest growth rate since the fourth quarter of 2002. While consumer spending remained fairly solid, ongoing troubles in the housing market continued to negatively impact the economy. The advance estimate for second quarter 2007 GDP growth was a solid 3.4%, its fastest rate since the first quarter of 2006. While consumer spending slowed, this was offset by a sharp increase in business spending and exports. |
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| After increasing the federal funds rateii to 5.25% in June 2006 — the 17th consecutive rate hike — the Federal Reserve Board (“Fed”)iii held rates steady at its last eight meetings. In its statement accompanying the June 2007 meeting, the Fed stated: “The economy seems likely to continue to expand at a moderate pace over coming quarters. . . . Readings on core inflation have improved modestly in recent months. However, a sustained moderation in inflation pressures has yet to be convincingly demonstrated. . . . In these circumstances, the Committee’s predominant policy concern remains the risk that inflation will fail to moderate as expected.” |
| Despite concerns regarding the economy and increased volatility in the financial markets, stock prices generally rose during the six-month reporting period. Stocks began the year on a positive note, as the S&P 500 Indexiv hit a six-year high in January 2007. Stock prices rose on the back of optimism for continued solid corporate profits and hopes for a soft economic landing. The U.S. stock market’s ascent continued during much of February 2007, before a sharp decline at the end of the month. This was, in part, triggered by an 8.8% fall in China’s stock market on February 28th, its worst one-day |
Legg Mason Partners Variable Equity Index Portfolio I
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| performance in 10 years. After a modest increase in March 2007, U.S. stock prices rallied in April and May, thanks, in part, to surprisingly strong first quarter corporate profits. Stocks then gave up some ground in June due to continued weakness in the housing market, troubles in the subprime mortgage market and expectations that the Fed would not lower short-term interest rates in 2007. All told, the S&P 500 Index returned 6.96% during the six months ended June 30, 2007. |
| Looking at the U.S. stock market more closely, mid-cap stocks outperformed their large- and small-cap counterparts, as the Russell Midcapv, Russell 1000vi, and Russell 2000vii Indexes returned 9.90%, 7.18% and 6.45%, respectively, for the six months ended June 30, 2007. From an investment style perspective, growth stocks outperformed value stocks, with the Russell 3000 Growthviii and Russell 3000 Valueix Indexes returning 8.22% and 6.01%, respectively. |
| Since the close of the reporting period, the U.S. fixed-income markets have experienced a period of extreme volatility which has negatively impacted market liquidity conditions. Initially, the concern on the part of market participants was limited to the subprime segment of the mortgage-backed market. However, these concerns have since broadened to include a wider range of financial institutions and markets. As a result, domestic and international equity markets have also experienced heightened volatility in recent weeks. |
II Legg Mason Partners Variable Equity Index Portfolio
Performance Review
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| For the six months ended June 30, 2007, Class I shares of Legg Mason Partners Variable Equity Index Portfolio1 returned 6.80%. In comparison, the Portfolio’s unmanaged benchmark, the S&P 500 Index, returned 6.96% and its Lipper Variable S&P 500 Index Objective Funds Category Average2 increased 6.75% for the same period. |
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| Performance Snapshot as of June 30, 2007 (unaudited) |
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| | Six Months |
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Variable Equity Index Portfolio1 — Class I | | | 6.80% | |
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S&P 500 Index | | | 6.96% | |
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Lipper Variable S&P 500 Index Objective Funds Category Average | | | 6.75% | |
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| The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. | |
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| Class II shares returned 6.64% over the six months ended June 30, 2007. | |
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| All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Portfolio expenses. | |
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| Total Annual Operating Expenses (unaudited) |
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| As of the Portfolio’s most current prospectus dated April 30, 2007, the gross total operating expenses for Class I shares and Class II shares were 0.33% and 0.59%, respectively. | |
Special Shareholder Notice
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| With a goal of moving the mutual funds formerly advised by Citigroup Asset Management (“CAM”) to a more cohesive and rational operating platform, Legg Mason, Inc. recommended a number of governance- and investment-related proposals to streamline and restructure the funds. The Boards of Directors/ Trustees of the affected funds have carefully considered and approved these proposals and, where required, have obtained shareholder approval. As such, the following changes became effective during the month of April 2007: |
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| • | Funds Redomiciled and Single Form of Organization Adopted: The legacy CAM funds have been redomiciled to a single jurisdiction and a single form of corporate structure has been introduced. Equity funds have been grouped for organizational and governance purposes with other funds in |
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1 | | The Portfolio is an underlying investment option of various variable annuity and variable life insurance products. The Portfolio’s performance returns do not reflect the deduction of initial sales charges and expenses imposed in connection with investing in variable annuity or variable life insurance contracts, such as administrative fees, account charges, and surrender charges, which, if reflected, would reduce the performance of the Portfolio. Past performance is no guarantee of future results. |
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2 | | Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the six-month period ended June 30, 2007, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 56 funds in the Portfolio’s Lipper category. |
Legg Mason Partners Variable Equity Index Portfolio III
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| | the fund complex that are predominantly equity funds, and fixed-income funds have been grouped with other funds that are predominantly fixed-income funds. Additionally, the funds have adopted a single form of organization as a Maryland business trust, with all funds operating under uniform charter documents. |
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| • | New Boards Elected: New Boards have been elected for the legacy CAM funds. The 10 Boards previously overseeing the funds have been realigned and consolidated into 2 Boards, with the remaining Boards each overseeing a distinct asset class or product type: equity or fixed income. |
| • | Revised Fundamental Investment Policies Instituted: A uniform set of fundamental investment policies has been instituted for most funds, to the extent appropriate. Please note, however, that each fund will continue to be managed in accordance with its prospectus and statement of additional information, as well as any policies or guidelines that may have been established by the fund’s Board or investment manager. |
Information About Your Portfolio
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| As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. Affiliates of the Portfolio’s manager have, in recent years, received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Portfolio’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Portfolio is not in a position to predict the outcome of these requests and investigations. |
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| Important information with regard to recent regulatory developments that may affect the Portfolio is contained in the Notes to Financial Statements included in this report. |
IV Legg Mason Partners Variable Equity Index Portfolio
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| As always, thank you for your continued confidence in our stewardship of your assets. We look forward to helping you meet your financial goals. |
Sincerely,
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
July 27, 2007
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: Keep in mind that stock prices are subject to market fluctuations. Derivatives, such as options and futures, can be illiquid and harder to value, especially in declining markets. A small investment in certain derivatives may have a potentially large impact on the Portfolio’s performance. The Portfolio normally buys or sells a portfolio security only to reflect additions or deletions of stocks that comprise the Index or to adjust for relative weightings. The Portfolio does not mirror the Index exactly because, unlike the S&P 500 Index, the Portfolio must maintain a portion of its assets in cash and liquid short-term securities to meet redemption requests and pay the Portfolio’s expenses. Please see the Portfolio’s prospectus for more information on these and other risks.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
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i | | Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time. |
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ii | | The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day. |
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iii | | The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
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iv | | The S&P 500 Index is an unmanaged index of 500 stocks that is generally representative of the performance of larger companies in the U.S. |
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v | | The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index. |
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vi | | The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. |
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vii | | The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. |
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viii | | The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.) |
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ix | | The Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. |
Legg Mason Partners Variable Equity Index Portfolio V
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Fund at a Glance (unaudited)
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 1
Fund Expenses (unaudited)
Example
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested on January 1, 2007 and held for the six months ended June 30, 2007.
Actual Expenses
The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.
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| Based on Actual Total Return (1) |
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| | | | Beginning | | Ending | | Annualized | | Expenses |
| | Actual Total | | Account | | Account | | Expense | | Paid During |
| | Return(2) | | Value | | Value | | Ratio | | the Period(3) |
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Class I | | | 6.80 | % | | $ | 1,000.00 | | | $ | 1,068.00 | | | | 0.34 | % | | $ | 1.74 | |
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Class II | | | 6.64 | | | | 1,000.00 | | | | 1,066.40 | | | | 0.59 | | | | 3.02 | |
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(1) | | For the six months ended June 30, 2007. |
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(2) | | Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Total returns do not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total returns. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
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(3) | | Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
2 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
Fund Expenses (unaudited) (continued)
Hypothetical Example for Comparison Purposes
The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
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| Based on Hypothetical Total Return (1) |
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| | Hypothetical | | Beginning | | Ending | | Annualized | | Expenses |
| | Annualized | | Account | | Account | | Expense | | Paid During |
| | Total Return | | Value | | Value | | Ratio | | the Period(2) |
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Class I | | | 5.00 | % | | $ | 1,000.00 | | | $ | 1,023.11 | | | | 0.34 | % | | $ | 1.71 | |
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Class II | | | 5.00 | | | | 1,000.00 | | | | 1,021.87 | | | | 0.59 | | | | 2.96 | |
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(1) | | For the six months ended June 30, 2007. |
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(2) | | Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 3
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| Schedule of Investments (June 30, 2007) (unaudited) |
LEGG MASON PARTNERS VARIABLE EQUITY INDEX PORTFOLIO
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Shares | | Security | | Value |
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COMMON STOCKS — 99.5% |
CONSUMER DISCRETIONARY — 10.2% |
Auto Components — 0.2% |
| 24,879 | | | Goodyear Tire & Rubber Co.* | | $ | 864,794 | |
| 24,037 | | | Johnson Controls Inc. | | | 2,782,764 | |
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| | | | Total Auto Components | | | 3,647,558 | |
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Automobiles — 0.4% |
| 227,096 | | | Ford Motor Co. | | | 2,139,244 | |
| 69,718 | | | General Motors Corp. | | | 2,635,340 | |
| 31,268 | | | Harley-Davidson Inc. | | | 1,863,886 | |
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| | | | Total Automobiles | | | 6,638,470 | |
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Distributors — 0.1% |
| 20,566 | | | Genuine Parts Co. | | | 1,020,074 | |
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Diversified Consumer Services — 0.1% |
| 16,847 | | | Apollo Group Inc., Class A Shares* | | | 984,370 | |
| 39,604 | | | H&R Block Inc. | | | 925,546 | |
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| | | | Total Diversified Consumer Services | | | 1,909,916 | |
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Hotels, Restaurants & Leisure — 1.5% |
| 52,999 | | | Carnival Corp. | | | 2,584,761 | |
| 17,042 | | | Darden Restaurants Inc. | | | 749,678 | |
| 22,397 | | | Harrah’s Entertainment Inc. | | | 1,909,568 | |
| 47,530 | | | Hilton Hotels Corp. | | | 1,590,829 | |
| 40,219 | | | International Game Technology | | | 1,596,694 | |
| 40,259 | | | Marriott International Inc., Class A Shares | | | 1,740,799 | |
| 143,518 | | | McDonald’s Corp. | | | 7,284,974 | |
| 89,550 | | | Starbucks Corp.* | | | 2,349,792 | |
| 26,066 | | | Starwood Hotels & Resorts Worldwide Inc. | | | 1,748,247 | |
| 10,486 | | | Wendy’s International Inc. | | | 385,361 | |
| 22,071 | | | Wyndham Worldwide Corp.* | | | 800,294 | |
| 63,378 | | | Yum! Brands Inc. | | | 2,073,728 | |
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| | | | Total Hotels, Restaurants & Leisure | | | 24,814,725 | |
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Household Durables — 0.6% |
| 7,959 | | | Black & Decker Corp. | | | 702,859 | |
| 14,386 | | | Centex Corp. | | | 576,879 | |
| 33,042 | | | D.R. Horton Inc. | | | 658,527 | |
| 18,560 | | | Fortune Brands Inc. | | | 1,528,787 | |
| 7,814 | | | Harman International Industries Inc. | | | 912,675 | |
| 9,350 | | | KB HOME | | | 368,110 | |
| 21,465 | | | Leggett & Platt Inc. | | | 473,303 | |
| 16,966 | | | Lennar Corp., Class A Shares | | | 620,277 | |
| 33,757 | | | Newell Rubbermaid Inc. | | | 993,469 | |
| 25,874 | | | Pulte Homes Inc. | | | 580,871 | |
See Notes to Financial Statements.
4 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
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| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
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Shares | | Security | | Value |
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Household Durables — 0.6% (continued) |
| 7,042 | | | Snap-on Inc. | | $ | 355,691 | |
| 10,123 | | | Stanley Works | | | 614,466 | |
| 9,604 | | | Whirlpool Corp. | | | 1,067,965 | |
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| | | | Total Household Durables | | | 9,453,879 | |
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Internet & Catalog Retail — 0.2% |
| 37,416 | | | Amazon.com Inc.* | | | 2,559,628 | |
| 26,931 | | | IAC/ InterActiveCorp.* | | | 932,082 | |
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| | | | Total Internet & Catalog Retail | | | 3,491,710 | |
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Leisure Equipment & Products — 0.2% |
| 10,887 | | | Brunswick Corp. | | | 355,243 | |
| 34,939 | | | Eastman Kodak Co. | | | 972,352 | |
| 19,270 | | | Hasbro Inc. | | | 605,271 | |
| 47,430 | | | Mattel Inc. | | | 1,199,505 | |
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| | | | Total Leisure Equipment & Products | | | 3,132,371 | |
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Media — 3.3% |
| 88,243 | | | CBS Corp., Class B Shares | | | 2,940,257 | |
| 59,472 | | | Clear Channel Communications Inc. | | | 2,249,231 | |
| 375,924 | | | Comcast Corp., Class A Shares* | | | 10,570,983 | |
| 92,674 | | | DIRECTV Group Inc.* | | | 2,141,696 | |
| 7,879 | | | Dow Jones & Co. Inc. | | | 452,649 | |
| 10,144 | | | E.W. Scripps Co., Class A Shares | | | 463,479 | |
| 28,114 | | | Gannett Co. Inc. | | | 1,544,864 | |
| 56,538 | | | Interpublic Group of Cos. Inc.* | | | 644,533 | |
| 41,790 | | | McGraw-Hill Cos. Inc. | | | 2,845,063 | |
| 4,674 | | | Meredith Corp. | | | 287,918 | |
| 17,261 | | | New York Times Co., Class A Shares | | | 438,429 | |
| 279,765 | | | News Corp., Class A Shares | | | 5,933,816 | |
| 39,652 | | | Omnicom Group Inc. | | | 2,098,384 | |
| 454,104 | | | Time Warner Inc. | | | 9,554,348 | |
| 10,225 | | | Tribune Co. | | | 300,615 | |
| 83,395 | | | Viacom Inc., Class B Shares* | | | 3,471,734 | |
| 239,376 | | | Walt Disney Co. | | | 8,172,297 | |
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| | | | Total Media | | | 54,110,296 | |
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Multiline Retail — 1.2% |
| 13,300 | | | Big Lots Inc.* | | | 391,286 | |
| 7,446 | | | Dillard’s Inc., Class A Shares | | | 267,535 | |
| 37,704 | | | Dollar General Corp. | | | 826,472 | |
| 18,314 | | | Family Dollar Stores Inc. | | | 628,536 | |
| 27,052 | | | J.C. Penney Co. Inc. | | | 1,958,024 | |
| 38,334 | | | Kohl’s Corp.* | | | 2,722,864 | |
| 55,380 | | | Macy’s Inc. | | | 2,203,016 | |
| 27,296 | | | Nordstrom Inc. | | | 1,395,372 | |
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 5
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| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
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Shares | | Security | | Value |
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Multiline Retail — 1.2% (continued) |
| 9,872 | | | Sears Holdings Corp.* | | $ | 1,673,304 | |
| 102,622 | | | Target Corp. | | | 6,526,759 | |
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| | | | Total Multiline Retail | | | 18,593,168 | |
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Specialty Retail — 1.9% |
| 10,698 | | | Abercrombie & Fitch Co., Class A Shares | | | 780,740 | |
| 18,244 | | | AutoNation Inc.* | | | 409,395 | |
| 5,798 | | | AutoZone Inc.* | | | 792,123 | |
| 33,173 | | | Bed Bath & Beyond Inc.* | | | 1,193,896 | |
| 48,973 | | | Best Buy Co. Inc. | | | 2,285,570 | |
| 16,673 | | | Circuit City Stores Inc. | | | 251,429 | |
| 63,513 | | | Gap Inc. | | | 1,213,098 | |
| 240,097 | | | Home Depot Inc. | | | 9,447,817 | |
| 40,967 | | | Limited Brands Inc. | | | 1,124,544 | |
| 181,860 | | | Lowe’s Cos. Inc. | | | 5,581,283 | |
| 33,697 | | | Office Depot Inc.* | | | 1,021,019 | |
| 8,950 | | | OfficeMax Inc. | | | 351,735 | |
| 16,433 | | | RadioShack Corp. | | | 544,590 | |
| 13,633 | | | Sherwin-Williams Co. | | | 906,186 | |
| 87,704 | | | Staples Inc. | | | 2,081,216 | |
| 16,434 | | | Tiffany & Co. | | | 871,988 | |
| 54,837 | | | TJX Cos. Inc. | | | 1,508,018 | |
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| | | | Total Specialty Retail | | | 30,364,647 | |
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Textiles, Apparel & Luxury Goods — 0.5% |
| 44,743 | | | Coach Inc.* | | | 2,120,371 | |
| 13,150 | | | Jones Apparel Group Inc. | | | 371,488 | |
| 12,804 | | | Liz Claiborne Inc. | | | 477,589 | |
| 45,480 | | | NIKE Inc., Class B Shares | | | 2,651,029 | |
| 7,386 | | | Polo Ralph Lauren Corp. | | | 724,640 | |
| 10,766 | | | V.F. Corp. | | | 985,950 | |
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| | | | Total Textiles, Apparel & Luxury Goods | | | 7,331,067 | |
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| | | | TOTAL CONSUMER DISCRETIONARY | | | 164,507,881 | |
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CONSUMER STAPLES — 9.2% |
Beverages — 2.1% |
| 91,626 | | | Anheuser-Busch Cos. Inc. | | | 4,779,212 | |
| 9,512 | | | Brown-Forman Corp., Class B Shares | | | 695,137 | |
| 244,031 | | | Coca-Cola Co. | | | 12,765,262 | |
| 34,113 | | | Coca-Cola Enterprises Inc. | | | 818,712 | |
| 23,337 | | | Constellation Brands Inc., Class A Shares* | | | 566,622 | |
| 5,603 | | | Molson Coors Brewing Co., Class B Shares | | | 518,053 | |
| 15,888 | | | Pepsi Bottling Group Inc. | | | 535,108 | |
| 196,999 | | | PepsiCo Inc. | | | 12,775,385 | |
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| | | | Total Beverages | | | 33,453,491 | |
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See Notes to Financial Statements.
6 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
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| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
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Shares | | Security | | Value |
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Food & Staples Retailing — 2.3% |
| 54,133 | | | Costco Wholesale Corp. | | $ | 3,167,863 | |
| 187,859 | | | CVS Corp. | | | 6,847,461 | |
| 85,320 | | | Kroger Co. | | | 2,400,052 | |
| 53,232 | | | Safeway Inc. | | | 1,811,485 | |
| 25,122 | | | SUPERVALU Inc. | | | 1,163,651 | |
| 75,451 | | | Sysco Corp. | | | 2,489,128 | |
| 292,176 | | | Wal-Mart Stores Inc. | | | 14,056,587 | |
| 121,640 | | | Walgreen Co. | | | 5,296,206 | |
| 17,093 | | | Whole Foods Market Inc. | | | 654,662 | |
|
| | | | Total Food & Staples Retailing | | | 37,887,095 | |
|
Food Products — 1.5% |
| 78,805 | | | Archer-Daniels-Midland Co. | | | 2,607,657 | |
| 26,287 | | | Campbell Soup Co. | | | 1,020,199 | |
| 60,040 | | | ConAgra Foods Inc. | | | 1,612,674 | |
| 15,886 | | | Dean Foods Co. | | | 506,287 | |
| 41,951 | | | General Mills Inc. | | | 2,450,777 | |
| 39,494 | | | H.J. Heinz Co. | | | 1,874,780 | |
| 20,654 | | | Hershey Co. | | | 1,045,506 | |
| 30,205 | | | Kellogg Co. | | | 1,564,317 | |
| 192,299 | | | Kraft Foods Inc., Class A Shares | | | 6,778,540 | |
| 15,731 | | | McCormick & Co. Inc., Non Voting Shares | | | 600,610 | |
| 88,776 | | | Sara Lee Corp. | | | 1,544,702 | |
| 30,823 | | | Tyson Foods Inc., Class A Shares | | | 710,162 | |
| 25,817 | | | Wm. Wrigley Jr. Co. | | | 1,427,938 | |
|
| | | | Total Food Products | | | 23,744,149 | |
|
Household Products — 2.0% |
| 18,182 | | | Clorox Co. | | | 1,129,102 | |
| 61,006 | | | Colgate-Palmolive Co. | | | 3,956,239 | |
| 54,353 | | | Kimberly-Clark Corp. | | | 3,635,672 | |
| 380,381 | | | Procter & Gamble Co. | | | 23,275,514 | |
|
| | | | Total Household Products | | | 31,996,527 | |
|
Personal Products — 0.1% |
| 52,936 | | | Avon Products Inc. | | | 1,945,398 | |
| 14,149 | | | Estee Lauder Cos. Inc., Class A Shares | | | 643,921 | |
|
| | | | Total Personal Products | | | 2,589,319 | |
|
Tobacco — 1.2% |
| 253,673 | | | Altria Group Inc. | | | 17,792,624 | |
| 20,564 | | | Reynolds American Inc. | | | 1,340,773 | |
| 19,474 | | | UST Inc. | | | 1,045,949 | |
|
| | | | Total Tobacco | | | 20,179,346 | |
|
| | | | TOTAL CONSUMER STAPLES | | | 149,849,927 | |
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 7
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
ENERGY — 10.7% |
Energy Equipment & Services — 2.1% |
| 38,817 | | | Baker Hughes Inc. | | $ | 3,265,674 | |
| 35,396 | | | BJ Services Co. | | | 1,006,662 | |
| 17,885 | | | ENSCO International Inc. | | | 1,091,164 | |
| 109,907 | | | Halliburton Co. | | | 3,791,791 | |
| 34,021 | | | Nabors Industries Ltd.* | | | 1,135,621 | |
| 21,570 | | | National-Oilwell Varco Inc.* | | | 2,248,457 | |
| 16,089 | | | Noble Corp. | | | 1,568,999 | |
| 13,392 | | | Rowan Cos. Inc. | | | 548,804 | |
| 142,268 | | | Schlumberger Ltd. | | | 12,084,244 | |
| 24,179 | | | Smith International Inc. | | | 1,417,857 | |
| 34,798 | | | Transocean Inc.* | | | 3,687,892 | |
| 40,324 | | | Weatherford International Ltd.* | | | 2,227,498 | |
|
| | | | Total Energy Equipment & Services | | | 34,074,663 | |
|
Oil, Gas & Consumable Fuels — 8.6% |
| 55,947 | | | Anadarko Petroleum Corp. | | | 2,908,685 | |
| 40,245 | | | Apache Corp. | | | 3,283,590 | |
| 49,218 | | | Chesapeake Energy Corp. | | | 1,702,943 | |
| 260,016 | | | Chevron Corp. | | | 21,903,748 | |
| 197,431 | | | ConocoPhillips | | | 15,498,333 | |
| 21,846 | | | CONSOL Energy Inc. | | | 1,007,319 | |
| 53,446 | | | Devon Energy Corp. | | | 4,184,287 | |
| 84,562 | | | El Paso Corp. | | | 1,457,003 | |
| 29,101 | | | EOG Resources Inc. | | | 2,126,119 | |
| 680,483 | | | Exxon Mobil Corp.(a) | | | 57,078,914 | |
| 32,782 | | | Hess Corp. | | | 1,932,827 | |
| 83,528 | | | Marathon Oil Corp. | | | 5,008,339 | |
| 22,884 | | | Murphy Oil Corp. | | | 1,360,225 | |
| 100,456 | | | Occidental Petroleum Corp. | | | 5,814,393 | |
| 32,008 | | | Peabody Energy Corp. | | | 1,548,547 | |
| 75,520 | | | Spectra Energy Corp. | | | 1,960,499 | |
| 14,718 | | | Sunoco Inc. | | | 1,172,730 | |
| 66,313 | | | Valero Energy Corp. | | | 4,897,878 | |
| 72,527 | | | Williams Cos. Inc. | | | 2,293,304 | |
| 46,106 | | | XTO Energy Inc. | | | 2,770,971 | |
|
| | | | Total Oil, Gas & Consumable Fuels | | | 139,910,654 | |
|
| | | | TOTAL ENERGY | | | 173,985,317 | |
See Notes to Financial Statements.
8 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
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| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
FINANCIALS — 20.8% |
Capital Markets — 3.7% |
| 28,257 | | | Ameriprise Financial Inc. | | $ | 1,796,297 | |
| 92,448 | | | Bank of New York Co. Inc. | | | 3,831,045 | |
| 14,472 | | | Bear Stearns Cos. Inc. | | | 2,026,080 | |
| 123,986 | | | Charles Schwab Corp. | | | 2,544,193 | |
| 51,408 | | | E* TRADE Financial Corp.* | | | 1,135,603 | |
| 10,765 | | | Federated Investors Inc., Class B Shares | | | 412,622 | |
| 20,080 | | | Franklin Resources Inc. | | | 2,659,998 | |
| 49,069 | | | Goldman Sachs Group Inc. | | | 10,635,706 | |
| 22,517 | | | Janus Capital Group Inc. | | | 626,873 | |
| 15,876 | | | Legg Mason Inc. | | | 1,561,881 | |
| 64,544 | | | Lehman Brothers Holdings Inc. | | | 4,809,819 | |
| 50,990 | | | Mellon Financial Corp. | | | 2,243,560 | |
| 105,079 | | | Merrill Lynch & Co. Inc. | | | 8,782,503 | |
| 126,945 | | | Morgan Stanley | | | 10,648,146 | |
| 22,795 | | | Northern Trust Corp. | | | 1,464,351 | |
| 40,846 | | | State Street Corp. | | | 2,793,866 | |
| 32,529 | | | T. Rowe Price Group Inc. | | | 1,687,930 | |
|
| | | | Total Capital Markets | | | 59,660,473 | |
|
Commercial Banks — 3.8% |
| 65,632 | | | BB&T Corp. | | | 2,669,910 | |
| 18,969 | | | Comerica Inc. | | | 1,128,086 | |
| 23,127 | | | Commerce Bancorp Inc. | | | 855,468 | |
| 15,964 | | | Compass Bancshares Inc. | | | 1,101,197 | |
| 66,613 | | | Fifth Third Bancorp | | | 2,649,199 | |
| 15,231 | | | First Horizon National Corp. | | | 594,009 | |
| 44,120 | | | Huntington Bancshares Inc. | | | 1,003,289 | |
| 47,488 | | | KeyCorp | | | 1,630,263 | |
| 9,153 | | | M&T Bank Corp. | | | 978,456 | |
| 31,334 | | | Marshall & Ilsley Corp. | | | 1,492,438 | |
| 69,693 | | | National City Corp. | | | 2,322,171 | |
| 41,623 | | | PNC Financial Services Group Inc. | | | 2,979,374 | |
| 85,246 | | | Regions Financial Corp. | | | 2,821,642 | |
| 43,247 | | | SunTrust Banks Inc. | | | 3,707,998 | |
| 39,679 | | | Synovus Financial Corp. | | | 1,218,145 | |
| 209,851 | | | U.S. Bancorp | | | 6,914,590 | |
| 232,171 | | | Wachovia Corp. | | | 11,898,764 | |
| 405,494 | | | Wells Fargo & Co. | | | 14,261,224 | |
| 13,212 | | | Zions Bancorporation | | | 1,016,135 | |
|
| | | | Total Commercial Banks | | | 61,242,358 | |
|
Consumer Finance — 1.0% |
| 143,397 | | | American Express Co. | | | 8,773,028 | |
| 50,134 | | | Capital One Financial Corp. | | | 3,932,511 | |
| 49,289 | | | SLM Corp. | | | 2,838,061 | |
|
| | | | Total Consumer Finance | | | 15,543,600 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 9
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
Diversified Financial Services — 5.2% |
| 536,070 | | | Bank of America Corp. | | $ | 26,208,462 | |
| 4,304 | | | Chicago Mercantile Exchange Holdings Inc., Class A Shares | | | 2,299,886 | |
| 23,131 | | | CIT Group Inc. | | | 1,268,273 | |
| 597,224 | | | Citigroup Inc. | | | 30,631,619 | |
| 412,658 | | | JPMorgan Chase & Co. | | | 19,993,280 | |
| 27,946 | | | Moody’s Corp. | | | 1,738,241 | |
| 32,459 | | | Principal Financial Group Inc. | | | 1,892,035 | |
|
| | | | Total Diversified Financial Services | | | 84,031,796 | |
|
Insurance — 4.6% |
| 39,091 | | | ACE Ltd. | | | 2,443,969 | |
| 58,888 | | | AFLAC Inc. | | | 3,026,843 | |
| 72,830 | | | Allstate Corp. | | | 4,479,773 | |
| 12,256 | | | Ambac Financial Group Inc. | | | 1,068,601 | |
| 313,377 | | | American International Group Inc. | | | 21,945,791 | |
| 35,354 | | | Aon Corp. | | | 1,506,434 | |
| 11,995 | | | Assurant Inc. | | | 706,745 | |
| 48,231 | | | Chubb Corp. | | | 2,611,226 | |
| 20,666 | | | Cincinnati Financial Corp. | | | 896,904 | |
| 50,909 | | | Genworth Financial Inc., Class A Shares | | | 1,751,270 | |
| 38,266 | | | Hartford Financial Services Group Inc. | | | 3,769,584 | |
| 32,711 | | | Lincoln National Corp. | | | 2,320,846 | |
| 53,681 | | | Loews Corp. | | | 2,736,657 | |
| 67,746 | | | Marsh & McLennan Cos. Inc. | | | 2,091,997 | |
| 15,743 | | | MBIA Inc. | | | 979,530 | |
| 89,548 | | | MetLife Inc. | | | 5,774,055 | |
| 86,553 | | | Progressive Corp. | | | 2,071,213 | |
| 56,668 | | | Prudential Financial Inc. | | | 5,509,830 | |
| 12,815 | | | SAFECO Corp. | | | 797,862 | |
| 11,494 | | | Torchmark Corp. | | | 770,098 | |
| 79,606 | | | Travelers Cos. Inc. | | | 4,258,921 | |
| 41,397 | | | UnumProvident Corp. | | | 1,080,876 | |
| 22,501 | | | XL Capital Ltd., Class A Shares | | | 1,896,609 | |
|
| | | | Total Insurance | | | 74,495,634 | |
|
Real Estate Investment Trusts (REITs) — 1.2% |
| 11,705 | | | Apartment Investment and Management Co., Class A Shares | | | 590,166 | |
| 26,819 | | | Archstone-Smith Trust | | | 1,585,271 | |
| 9,689 | | | Avalonbay Communities Inc. | | | 1,151,828 | |
| 14,395 | | | Boston Properties Inc. | | | 1,470,161 | |
| 23,393 | | | CB Richard Ellis Group Inc., Class A Shares* | | | 853,845 | |
| 15,006 | | | Developers Diversified Realty Corp. | | | 790,966 | |
| 35,171 | | | Equity Residential | | | 1,604,853 | |
| 29,598 | | | General Growth Properties Inc. | | | 1,567,214 | |
| 63,592 | | | Host Hotels & Resorts Inc. | | | 1,470,247 | |
| 27,697 | | | Kimco Realty Corp. | | | 1,054,425 | |
| 21,673 | | | Plum Creek Timber Co. Inc. | | | 902,897 | |
| 31,158 | | | ProLogis | | | 1,772,890 | |
See Notes to Financial Statements.
10 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
Real Estate Investment Trusts (REITs) — 1.2% (continued) |
| 14,986 | | | Public Storage Inc. | | $ | 1,151,225 | |
| 27,173 | | | Simon Property Group Inc. | | | 2,528,176 | |
| 15,959 | | | Vornado Realty Trust | | | 1,752,937 | |
|
| | | | Total Real Estate Investment Trusts (REITs) | | | 20,247,101 | |
|
Thrifts & Mortgage Finance — 1.3% |
| 71,868 | | | Countrywide Financial Corp. | | | 2,612,402 | |
| 117,109 | | | Fannie Mae | | | 7,650,731 | |
| 80,230 | | | Freddie Mac | | | 4,869,961 | |
| 58,069 | | | Hudson City Bancorp Inc. | | | 709,603 | |
| 10,053 | | | MGIC Investment Corp. | | | 571,614 | |
| 43,604 | | | Sovereign Bancorp Inc. | | | 921,788 | |
| 108,241 | | | Washington Mutual Inc. | | | 4,615,396 | |
|
| | | | Total Thrifts & Mortgage Finance | | | 21,951,495 | |
|
| | | | TOTAL FINANCIALS | | | 337,172,457 | |
|
HEALTH CARE — 11.6% |
Biotechnology — 1.2% |
| 140,911 | | | Amgen Inc.* | | | 7,790,969 | |
| 22,013 | | | Applera Corp. — Applied Biosystems Group | | | 672,277 | |
| 34,541 | | | Biogen Idec Inc.* | | | 1,847,944 | |
| 46,453 | | | Celgene Corp.* | | | 2,663,150 | |
| 31,357 | | | Genzyme Corp.* | | | 2,019,391 | |
| 113,344 | | | Gilead Sciences Inc.* | | | 4,394,347 | |
|
| | | | Total Biotechnology | | | 19,388,078 | |
|
Health Care Equipment & Supplies — 1.9% |
| 6,506 | | | Bausch & Lomb Inc. | | | 451,777 | |
| 78,587 | | | Baxter International Inc. | | | 4,427,592 | |
| 29,515 | | | Becton, Dickinson & Co. | | | 2,198,867 | |
| 29,415 | | | Biomet Inc. | | | 1,344,854 | |
| 141,815 | | | Boston Scientific Corp.* | | | 2,175,442 | |
| 12,460 | | | C.R. Bard Inc. | | | 1,029,570 | |
| 18,735 | | | Hospira Inc.* | | | 731,414 | |
| 138,461 | | | Medtronic Inc. | | | 7,180,587 | |
| 6,509 | | | Millipore Corp.* | | | 488,761 | |
| 41,639 | | | St. Jude Medical Inc.* | | | 1,727,602 | |
| 36,241 | | | Stryker Corp. | | | 2,286,445 | |
| 51,071 | | | Thermo Fisher Scientific Inc.* | | | 2,641,392 | |
| 15,542 | | | Varian Medical Systems Inc.* | | | 660,690 | |
| 12,140 | | | Waters Corp.* | | | 720,630 | |
| 28,386 | | | Zimmer Holdings Inc.* | | | 2,409,688 | |
|
| | | | Total Health Care Equipment & Supplies | | | 30,475,311 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 11
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
Health Care Providers & Services — 2.3% |
| 62,206 | | | Aetna Inc. | | $ | 3,072,976 | |
| 22,622 | | | AmerisourceBergen Corp. | | | 1,119,110 | |
| 46,505 | | | Cardinal Health Inc. | | | 3,285,113 | |
| 35,067 | | | CIGNA Corp. | | | 1,831,199 | |
| 18,879 | | | Coventry Health Care Inc.* | | | 1,088,374 | |
| 32,962 | | | Express Scripts Inc.* | | | 1,648,430 | |
| 20,393 | | | Humana Inc.* | | | 1,242,138 | |
| 23,751 | | | IMS Health Inc. | | | 763,120 | |
| 14,176 | | | Laboratory Corp. of America Holdings* | | | 1,109,414 | |
| 8,813 | | | Manor Care Inc. | | | 575,401 | |
| 35,547 | | | McKesson Corp. | | | 2,120,023 | |
| 33,950 | | | Medco Health Solutions Inc.* | | | 2,647,761 | |
| 16,715 | | | Patterson Cos. Inc.* | | | 622,968 | |
| 18,874 | | | Quest Diagnostics Inc. | | | 974,842 | |
| 57,542 | | | Tenet Healthcare Corp.* | | | 374,598 | |
| 161,174 | | | UnitedHealth Group Inc. | | | 8,242,438 | |
| 73,688 | | | WellPoint Inc.* | | | 5,882,513 | |
|
| | | | Total Health Care Providers & Services | | | 36,600,418 | |
|
Life Sciences Tools & Services — 0.0% |
| 14,509 | | | PerkinElmer Inc. | | | 378,104 | |
|
Pharmaceuticals — 6.2% |
| 187,296 | | | Abbott Laboratories | | | 10,029,701 | |
| 37,006 | | | Allergan Inc. | | | 2,133,026 | |
| 13,148 | | | Barr Pharmaceuticals Inc.* | | | 660,424 | |
| 240,291 | | | Bristol-Myers Squibb Co. | | | 7,583,584 | |
| 119,601 | | | Eli Lilly & Co. | | | 6,683,304 | |
| 37,896 | | | Forest Laboratories Inc.* | | | 1,729,952 | |
| 350,696 | | | Johnson & Johnson | | | 21,609,888 | |
| 29,284 | | | King Pharmaceuticals Inc.* | | | 599,151 | |
| 261,800 | | | Merck & Co. Inc. | | | 13,037,640 | |
| 29,997 | | | Mylan Laboratories Inc. | | | 545,645 | |
| 846,235 | | | Pfizer Inc. | | | 21,638,229 | |
| 179,912 | | | Schering-Plough Corp. | | | 5,476,521 | |
| 12,353 | | | Watson Pharmaceuticals Inc.* | | | 401,843 | |
| 162,976 | | | Wyeth | | | 9,345,044 | |
|
| | | | Total Pharmaceuticals | | | 101,473,952 | |
|
| | | | TOTAL HEALTH CARE | | | 188,315,863 | |
See Notes to Financial Statements.
12 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
INDUSTRIALS — 11.4% |
Aerospace & Defense — 2.6% |
| 94,328 | | | Boeing Co. | | $ | 9,070,580 | |
| 49,117 | | | General Dynamics Corp. | | | 3,841,932 | |
| 15,203 | | | Goodrich Corp. | | | 905,491 | |
| 94,039 | | | Honeywell International Inc. | | | 5,292,515 | |
| 15,118 | | | L-3 Communications Holdings Inc. | | | 1,472,342 | |
| 42,671 | | | Lockheed Martin Corp. | | | 4,016,621 | |
| 41,547 | | | Northrop Grumman Corp. | | | 3,235,265 | |
| 16,489 | | | Precision Castparts Corp. | | | 2,001,105 | |
| 53,553 | | | Raytheon Co. | | | 2,885,971 | |
| 20,290 | | | Rockwell Collins Inc. | | | 1,433,286 | |
| 120,365 | | | United Technologies Corp. | | | 8,537,489 | |
|
| | | | Total Aerospace & Defense | | | 42,692,597 | |
|
Air Freight & Logistics — 0.9% |
| 20,794 | | | C.H. Robinson Worldwide Inc. | | | 1,092,101 | |
| 37,158 | | | FedEx Corp. | | | 4,123,423 | |
| 7,515 | | | Ryder System Inc. | | | 404,307 | |
| 127,333 | | | United Parcel Service Inc., Class B Shares | | | 9,295,309 | |
|
| | | | Total Air Freight & Logistics | | | 14,915,140 | |
|
Airlines — 0.1% |
| 93,771 | | | Southwest Airlines Co. | | | 1,398,126 | |
|
Building Products — 0.2% |
| 21,524 | | | American Standard Cos. Inc. | | | 1,269,485 | |
| 46,059 | | | Masco Corp. | | | 1,311,300 | |
|
| | | | Total Building Products | | | 2,580,785 | |
|
Commercial Services & Supplies — 0.5% |
| 30,839 | | | Allied Waste Industries Inc.* | | | 415,093 | |
| 11,043 | | | Avery Dennison Corp. | | | 734,139 | |
| 16,324 | | | Cintas Corp. | | | 643,655 | |
| 17,426 | | | Equifax Inc. | | | 774,063 | |
| 15,678 | | | Monster Worldwide Inc.* | | | 644,366 | |
| 26,455 | | | Pitney Bowes Inc. | | | 1,238,623 | |
| 26,402 | | | R.R. Donnelley & Sons Co. | | | 1,148,751 | |
| 20,099 | | | Robert Half International Inc. | | | 733,613 | |
| 62,661 | | | Waste Management Inc. | | | 2,446,912 | |
|
| | | | Total Commercial Services & Supplies | | | 8,779,215 | |
|
Construction & Engineering — 0.1% |
| 10,711 | | | Fluor Corp. | | | 1,192,884 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 13
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
Electrical Equipment — 0.4% |
| 22,488 | | | Cooper Industries Ltd., Class A Shares | | $ | 1,283,840 | |
| 96,233 | | | Emerson Electric Co. | | | 4,503,704 | |
| 19,309 | | | Rockwell Automation Inc. | | | 1,340,817 | |
|
| | | | Total Electrical Equipment | | | 7,128,361 | |
|
Industrial Conglomerates — 4.0% |
| 87,132 | | | 3M Co. | | | 7,562,186 | |
| 1,241,791 | | | General Electric Co. | | | 47,535,760 | |
| 15,203 | | | Textron Inc. | | | 1,674,002 | |
| 238,636 | | | Tyco International Ltd. | | | 8,063,511 | |
|
| | | | Total Industrial Conglomerates | | | 64,835,459 | |
|
Machinery — 1.7% |
| 77,385 | | | Caterpillar Inc. | | | 6,059,245 | |
| 12,616 | | | Cummins Inc. | | | 1,276,865 | |
| 28,859 | | | Danaher Corp. | | | 2,178,854 | |
| 27,394 | | | Deere & Co. | | | 3,307,552 | |
| 24,691 | | | Dover Corp. | | | 1,262,945 | |
| 17,692 | | | Eaton Corp. | | | 1,645,356 | |
| 49,284 | | | Illinois Tool Works Inc. | | | 2,670,700 | |
| 36,183 | | | Ingersoll-Rand Co., Ltd., Class A Shares | | | 1,983,552 | |
| 22,110 | | | ITT Industries Inc. | | | 1,509,671 | |
| 30,114 | | | PACCAR Inc. | | | 2,621,123 | |
| 14,822 | | | Pall Corp. | | | 681,664 | |
| 13,931 | | | Parker Hannifin Corp. | | | 1,363,984 | |
| 12,633 | | | Terex Corp.* | | | 1,027,063 | |
|
| | | | Total Machinery | | | 27,588,574 | |
|
Road & Rail — 0.8% |
| 42,947 | | | Burlington Northern Santa Fe Corp. | | | 3,656,508 | |
| 53,242 | | | CSX Corp. | | | 2,400,149 | |
| 48,223 | | | Norfolk Southern Corp. | | | 2,535,083 | |
| 33,190 | | | Union Pacific Corp. | | | 3,821,829 | |
|
| | | | Total Road & Rail | | | 12,413,569 | |
|
Trading Companies & Distributors — 0.1% |
| 8,601 | | | W. W. Grainger Inc. | | | 800,323 | |
|
| | | | TOTAL INDUSTRIALS | | | 184,325,033 | |
See Notes to Financial Statements.
14 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
INFORMATION TECHNOLOGY — 15.3% |
Communications Equipment — 2.7% |
| 53,882 | | | Avaya Inc.* | | $ | 907,373 | |
| 10,267 | | | Ciena Corp.* | | | 370,947 | |
| 734,118 | | | Cisco Systems Inc.* | | | 20,445,186 | |
| 192,475 | | | Corning Inc.* | | | 4,917,736 | |
| 25,756 | | | JDS Uniphase Corp.* | | | 345,903 | |
| 68,215 | | | Juniper Networks Inc.* | | | 1,716,971 | |
| 278,610 | | | Motorola Inc. | | | 4,931,397 | |
| 200,738 | | | QUALCOMM Inc. | | | 8,710,022 | |
| 53,055 | | | Tellabs Inc.* | | | 570,872 | |
|
| | | | Total Communications Equipment | | | 42,916,407 | |
|
Computers & Peripherals — 3.9% |
| 104,960 | | | Apple Inc.* | | | 12,809,318 | |
| 274,507 | | | Dell Inc.* | | | 7,837,175 | |
| 256,220 | | | EMC Corp.* | | | 4,637,582 | |
| 315,441 | | | Hewlett-Packard Co. | | | 14,074,977 | |
| 164,358 | | | International Business Machines Corp. | | | 17,298,680 | |
| 11,465 | | | Lexmark International Inc., Class A Shares* | | | 565,339 | |
| 21,593 | | | NCR Corp.* | | | 1,134,496 | |
| 45,339 | | | Network Appliance Inc.* | | | 1,323,899 | |
| 18,963 | | | QLogic Corp.* | | | 315,734 | |
| 27,679 | | | SanDisk Corp.* | | | 1,354,610 | |
| 427,876 | | | Sun Microsystems Inc.* | | | 2,250,628 | |
|
| | | | Total Computers & Peripherals | | | 63,602,438 | |
|
Electronic Equipment & Instruments — 0.2% |
| 47,625 | | | Agilent Technologies Inc.* | | | 1,830,705 | |
| 21,563 | | | Jabil Circuit Inc. | | | 475,896 | |
| 17,103 | | | Molex Inc. | | | 513,261 | |
| 107,775 | | | Solectron Corp.* | | | 396,612 | |
| 9,864 | | | Tektronix Inc. | | | 332,811 | |
|
| | | | Total Electronic Equipment & Instruments | | | 3,549,285 | |
|
Internet Software & Services — 1.4% |
| 138,023 | | | eBay Inc.* | | | 4,441,580 | |
| 26,233 | | | Google Inc., Class A Shares* | | | 13,729,828 | |
| 29,669 | | | VeriSign Inc.* | | | 941,397 | |
| 146,064 | | | Yahoo! Inc.* | | | 3,962,716 | |
|
| | | | Total Internet Software & Services | | | 23,075,521 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 15
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
IT Services — 1.1% |
| 11,881 | | | Affiliated Computer Services Inc., Class A Shares* | | $ | 673,890 | |
| 67,184 | | | Automatic Data Processing Inc. | | | 3,256,409 | |
| 17,374 | | | Cognizant Technology Solutions Corp., Class A Shares* | | | 1,304,614 | |
| 20,963 | | | Computer Sciences Corp.* | | | 1,239,961 | |
| 16,256 | | | Convergys Corp.* | | | 394,045 | |
| 61,094 | | | Electronic Data Systems Corp. | | | 1,694,137 | |
| 19,660 | | | Fidelity National Information Services Inc. | | | 1,067,145 | |
| 90,468 | | | First Data Corp. | | | 2,955,590 | |
| 20,548 | | | Fiserv Inc.* | | | 1,167,126 | |
| 40,798 | | | Paychex Inc. | | | 1,596,018 | |
| 41,828 | | | Unisys Corp.* | | | 382,308 | |
| 92,800 | | | Western Union Co. | | | 1,933,024 | |
|
| | | | Total IT Services | | | 17,664,267 | |
|
Office Electronics — 0.1% |
| 112,336 | | | Xerox Corp.* | | | 2,075,969 | |
|
Semiconductors & Semiconductor Equipment — 2.7% |
| 65,728 | | | Advanced Micro Devices Inc.* | | | 939,910 | |
| 42,891 | | | Altera Corp. | | | 949,178 | |
| 39,651 | | | Analog Devices Inc. | | | 1,492,464 | |
| 169,110 | | | Applied Materials Inc. | | | 3,360,216 | |
| 57,150 | | | Broadcom Corp., Class A Shares* | | | 1,671,638 | |
| 701,834 | | | Intel Corp. | | | 16,675,576 | |
| 23,373 | | | KLA-Tencor Corp. | | | 1,284,346 | |
| 30,996 | | | Linear Technology Corp. | | | 1,121,435 | |
| 92,773 | | | LSI Logic Corp.* | | | 696,725 | |
| 39,375 | | | Maxim Integrated Products Inc. | | | 1,315,519 | |
| 27,161 | | | MEMC Electronic Materials Inc.* | | | 1,660,080 | |
| 92,795 | | | Micron Technology Inc.* | | | 1,162,721 | |
| 33,206 | | | National Semiconductor Corp. | | | 938,734 | |
| 15,300 | | | Novellus Systems Inc.* | | | 434,061 | |
| 45,241 | | | NVIDIA Corp.* | | | 1,868,906 | |
| 23,122 | | | Teradyne Inc.* | | | 406,485 | |
| 173,089 | | | Texas Instruments Inc. | | | 6,513,339 | |
| 35,895 | | | Xilinx Inc. | | | 960,909 | |
|
| | | | Total Semiconductors & Semiconductor Equipment | | | 43,452,242 | |
|
Software — 3.2% |
| 71,028 | | | Adobe Systems Inc.* | | | 2,851,774 | |
| 27,580 | | | Autodesk Inc.* | | | 1,298,466 | |
| 24,643 | | | BMC Software Inc.* | | | 746,683 | |
| 49,621 | | | CA Inc. | | | 1,281,710 | |
| 21,636 | | | Citrix Systems Inc.* | | | 728,484 | |
| 36,031 | | | Compuware Corp.* | | | 427,328 | |
| 37,680 | | | Electronic Arts Inc.* | | | 1,783,018 | |
| 40,863 | | | Intuit Inc.* | | | 1,229,159 | |
See Notes to Financial Statements.
16 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
Software — 3.2% (continued) |
| 1,016,965 | | | Microsoft Corp. | | $ | 29,969,959 | |
| 41,357 | | | Novell Inc.* | | | 322,171 | |
| 480,682 | | | Oracle Corp.* | | | 9,474,242 | |
| 109,203 | | | Symantec Corp.* | | | 2,205,901 | |
|
| | | | Total Software | | | 52,318,895 | |
|
| | | | TOTAL INFORMATION TECHNOLOGY | | | 248,655,024 | |
|
MATERIALS — 3.1% |
Chemicals — 1.6% |
| 26,205 | | | Air Products & Chemicals Inc. | | | 2,106,096 | |
| 6,787 | | | Ashland Inc. | | | 434,029 | |
| 115,027 | | | Dow Chemical Co. | | | 5,086,494 | |
| 111,576 | | | E.I. du Pont de Nemours & Co. | | | 5,672,524 | |
| 10,173 | | | Eastman Chemical Co. | | | 654,429 | |
| 21,275 | | | Ecolab Inc. | | | 908,442 | |
| 14,637 | | | Hercules Inc.* | | | 287,617 | |
| 9,361 | | | International Flavors & Fragrances Inc. | | | 488,083 | |
| 65,653 | | | Monsanto Co. | | | 4,434,204 | |
| 19,966 | | | PPG Industries Inc. | | | 1,519,612 | |
| 38,873 | | | Praxair Inc. | | | 2,798,467 | |
| 17,259 | | | Rohm & Haas Co. | | | 943,722 | |
| 16,036 | | | Sigma-Aldrich Corp. | | | 684,256 | |
|
| | | | Total Chemicals | | | 26,017,975 | |
|
Construction Materials — 0.1% |
| 11,610 | | | Vulcan Materials Co. | | | 1,329,809 | |
|
Containers & Packaging — 0.2% |
| 12,305 | | | Ball Corp. | | | 654,257 | |
| 12,772 | | | Bemis Co. Inc. | | | 423,775 | |
| 15,796 | | | Pactiv Corp.* | | | 503,734 | |
| 19,616 | | | Sealed Air Corp. | | | 608,488 | |
| 12,903 | | | Temple-Inland Inc. | | | 793,922 | |
|
| | | | Total Containers & Packaging | | | 2,984,176 | |
|
Metals & Mining — 0.9% |
| 104,971 | | | Alcoa Inc. | | | 4,254,475 | |
| 12,408 | | | Allegheny Technologies Inc. | | | 1,301,351 | |
| 45,487 | | | Freeport-McMoRan Copper & Gold Inc., Class B Shares | | | 3,767,233 | |
| 54,564 | | | Newmont Mining Corp. | | | 2,131,270 | |
| 36,050 | | | Nucor Corp. | | | 2,114,333 | |
| 14,315 | | | United States Steel Corp. | | | 1,556,756 | |
|
| | | | Total Metals & Mining | | | 15,125,418 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 17
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
Paper & Forest Products — 0.3% |
| 52,922 | | | International Paper Co. | | $ | 2,066,604 | |
| 22,484 | | | MeadWestvaco Corp. | | | 794,135 | |
| 26,100 | | | Weyerhaeuser Co. | | | 2,060,073 | |
|
| | | | Total Paper & Forest Products | | | 4,920,812 | |
|
| | | | TOTAL MATERIALS | | | 50,378,190 | |
|
TELECOMMUNICATION SERVICES — 3.7% |
Diversified Telecommunication Services — 3.1% |
| 744,781 | | | AT&T Inc. | | | 30,908,412 | |
| 13,072 | | | CenturyTel Inc. | | | 641,182 | |
| 41,145 | | | Citizens Communications Co. | | | 628,284 | |
| 18,119 | | | Embarq Corp. | | | 1,148,201 | |
| 187,714 | | | Qwest Communications International Inc.* | | | 1,820,826 | |
| 350,719 | | | Verizon Communications Inc. | | | 14,439,101 | |
| 57,173 | | | Windstream Corp. | | | 843,873 | |
|
| | | | Total Diversified Telecommunication Services | | | 50,429,879 | |
|
Wireless Telecommunication Services — 0.6% |
| 41,502 | | | ALLTEL Corp. | | | 2,803,460 | |
| 351,361 | | | Sprint Nextel Corp. | | | 7,276,686 | |
|
| | | | Total Wireless Telecommunication Services | | | 10,080,146 | |
|
| | | | TOTAL TELECOMMUNICATION SERVICES | | | 60,510,025 | |
|
UTILITIES — 3.5% |
Electric Utilities — 1.8% |
| 20,190 | | | Allegheny Energy Inc.* | | | 1,044,631 | |
| 48,730 | | | American Electric Power Co. Inc. | | | 2,194,799 | |
| 152,802 | | | Duke Energy Corp. | | | 2,796,277 | |
| 40,163 | | | Edison International | | | 2,253,947 | |
| 23,982 | | | Entergy Corp. | | | 2,574,468 | |
| 81,254 | | | Exelon Corp. | | | 5,899,040 | |
| 37,683 | | | FirstEnergy Corp. | | | 2,439,221 | |
| 49,265 | | | FPL Group Inc. | | | 2,795,296 | |
| 9,187 | | | Integrys Energy Group Inc. | | | 466,056 | |
| 12,134 | | | Pinnacle West Capital Corp. | | | 483,540 | |
| 47,844 | | | PPL Corp. | | | 2,238,621 | |
| 30,854 | | | Progress Energy Inc. | | | 1,406,634 | |
| 91,152 | | | Southern Co. | | | 3,125,602 | |
|
| | | | Total Electric Utilities | | | 29,718,132 | |
|
Gas Utilities — 0.1% |
| 5,507 | | | Nicor Inc. | | | 236,361 | |
| 20,804 | | | Questar Corp. | | | 1,099,491 | |
|
| | | | Total Gas Utilities | | | 1,335,852 | |
|
See Notes to Financial Statements.
18 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Shares | | Security | | Value |
|
Independent Power Producers & Energy Traders — 0.5% |
| 82,118 | | | AES Corp.* | | $ | 1,796,742 | |
| 21,772 | | | Constellation Energy Group Inc. | | | 1,897,865 | |
| 49,081 | | | Dynegy Inc., Class A Shares* | | | 463,325 | |
| 55,214 | | | TXU Corp. | | | 3,715,902 | |
|
| | | | Total Independent Power Producers & Energy Traders | | | 7,873,834 | |
|
Multi-Utilities — 1.1% |
| 25,095 | | | Ameren Corp. | | | 1,229,906 | |
| 38,737 | | | CenterPoint Energy Inc. | | | 674,024 | |
| 27,151 | | | CMS Energy Corp. | | | 466,997 | |
| 32,724 | | | Consolidated Edison Inc. | | | 1,476,507 | |
| 42,622 | | | Dominion Resources Inc. | | | 3,678,705 | |
| 21,299 | | | DTE Energy Co. | | | 1,027,038 | |
| 21,034 | | | KeySpan Corp. | | | 883,007 | |
| 33,217 | | | NiSource Inc. | | | 687,924 | |
| 42,432 | | | PG&E Corp. | | | 1,922,169 | |
| 30,576 | | | Public Service Enterprise Group Inc. | | | 2,683,961 | |
| 31,953 | | | Sempra Energy | | | 1,892,576 | |
| 25,148 | | | TECO Energy Inc. | | | 432,043 | |
| 49,436 | | | Xcel Energy Inc. | | | 1,011,955 | |
|
| | | | Total Multi-Utilities | | | 18,066,812 | |
|
| | | | TOTAL UTILITIES | | | 56,994,630 | |
|
| | | | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost — $1,252,714,278) | | | 1,614,694,347 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 19
| |
| Schedule of Investments (June 30, 2007) (unaudited) (continued) |
| | | | | | | | |
Face | | | | |
Amount | | Security | | Value |
|
SHORT-TERM INVESTMENTS — 0.6% |
U.S. Treasury Bill — 0.1% |
$ | 1,300,000 | | | U.S. Treasury Bills, 4.617% due 9/20/07 (b)(c) (Cost — $1,286,662) | | $ | 1,286,471 | |
|
Repurchase Agreement — 0.5% |
| 8,604,000 | | | Interest in $500,144,000 joint tri-party repurchase agreement dated 6/29/07 with Greenwich Capital Markets Inc., 5.340% due 7/2/07; Proceeds at maturity — $8,607,829; (Fully collateralized by various U.S. government agency obligations, 4.500% to 7.500% due 3/1/17 to 7/1/47; Market value — $8,776,123) (Cost — $8,604,000) (a) | | | 8,604,000 | |
|
| | | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | | (Cost — $9,890,662) | | | 9,890,471 | |
|
| | | | TOTAL INVESTMENTS — 100.1% (Cost — $1,262,604,940#) | | | 1,624,584,818 | |
| | | | Liabilities in Excess of Other Assets — (0.1)% | | | (2,328,035 | ) |
|
| | | | TOTAL NET ASSETS — 100.0% | | $ | 1,622,256,783 | |
|
| | |
* | | Non-income producing security. |
|
(a) | | All or a portion of this security is segregated for open futures contracts. |
|
(b) | | Rate shown represents yield-to-maturity. |
|
(c) | | All or portion of this security is held at the broker as collateral for open futures contracts. |
|
# | | Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
20 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Statement of Assets and Liabilities (June 30, 2007) (unaudited) |
| | | | | | |
ASSETS: | | | | |
| Investments, at value (Cost — $1,262,604,940) | | $ | 1,624,584,818 | |
| Cash | | | 963 | |
| Dividends and interest receivable | | | 1,745,932 | |
| Receivable for securities sold | | | 1,007,219 | |
| Receivable for Fund shares sold | | | 73,357 | |
| Prepaid expenses | | | 5,777 | |
|
| Total Assets | | | 1,627,418,066 | |
|
LIABILITIES: | | | | |
| Payable for Fund shares repurchased | | | 2,591,724 | |
| Payable for securities purchased | | | 1,920,724 | |
| Investment management fee payable | | | 421,140 | |
| Distribution fees payable | | | 47,420 | |
| Trustees’ fees payable | | | 39,559 | |
| Payable to broker — variation margin on open futures contracts | | | 14,568 | |
| Deferred compensation payable | | | 5,058 | |
| Accrued expenses | | | 121,090 | |
|
| Total Liabilities | | | 5,161,283 | |
|
Total Net Assets | | $ | 1,622,256,783 | |
|
NET ASSETS: | | | | |
| Par value (Note 6) | | $ | 447 | |
| Paid-in capital in excess of par value | | | 1,240,845,440 | |
| Undistributed net investment income | | | 12,788,795 | |
| Accumulated net realized gain on investments and futures contracts | | | 6,710,623 | |
| Net unrealized appreciation on investments and futures contracts | | | 361,911,478 | |
|
Total Net Assets | | $ | 1,622,256,783 | |
|
Shares Outstanding: | | | | |
| | Class I | | | 38,409,560 | |
|
| | Class II | | | 6,262,596 | |
|
Net Asset Value: | | | | |
| | Class I | | | $36.32 | |
|
| | Class II | | | $36.30 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 21
| |
| Statement of Operations (For the six months ended June 30, 2007) (unaudited) |
| | | | | | |
INVESTMENT INCOME: | | | | |
| Dividends | | $ | 15,456,324 | |
| Interest | | | 462,109 | |
|
| Total Investment Income | | | 15,918,433 | |
|
EXPENSES: | | | | |
| Investment management fee (Note 2) | | | 2,550,763 | |
| Distribution fees (Note 4) | | | 285,864 | |
| Shareholder reports (Note 4) | | | 70,184 | |
| Trustees’ fees | | | 22,204 | |
| Insurance | | | 19,639 | |
| Audit and tax | | | 14,323 | |
| Legal fees | | | 11,292 | |
| Custody fees | | | 7,762 | |
| Transfer agent fees (Note 4) | | | 530 | |
| Miscellaneous expenses | | | 88,784 | |
|
| Total Expenses | | | 3,071,345 | |
|
Net Investment Income | | | 12,847,088 | |
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES CONTRACTS (NOTES 1 AND 3): |
| Net Realized Gain From: | | | | |
| | Investment transactions | | | 23,341,856 | |
| | Futures contracts | | | 92,742 | |
|
| Net Realized Gain | | | 23,434,598 | |
|
| Change in Net Unrealized Appreciation/ Depreciation From: | | | | |
| | Investments | | | 72,509,865 | |
| | Futures contracts | | | (59,491 | ) |
|
| Change in Net Unrealized Appreciation/ Depreciation | | | 72,450,374 | |
|
Net Gain on Investments and Futures Contracts | | | 95,884,972 | |
|
Increase in Net Assets From Operations | | $ | 108,732,060 | |
|
See Notes to Financial Statements.
22 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Statements of Changes in Net Assets |
|
| For the six months ended June 30, 2007 (unaudited) |
| and the year ended December 31, 2006 |
| | | | | | | | | |
| | 2007 | | 2006 |
|
OPERATIONS: | | | | | | | | |
| Net investment income | | $ | 12,847,088 | | | $ | 25,581,636 | |
| Net realized gain | | | 23,434,598 | | | | 22,552,777 | |
| Change in net unrealized appreciation/depreciation | | | 72,450,374 | | | | 187,997,905 | |
|
| Increase in Net Assets From Operations | | | 108,732,060 | | | | 236,132,318 | |
|
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTES 1 AND 5): |
| Net investment income | | | (500,000 | ) | | | (25,342,744 | ) |
| Net realized gains | | | (3,940,558 | ) | | | (20,303,148 | ) |
|
| Decrease in Net Assets From Distributions to Shareholders | | | (4,440,558 | ) | | | (45,645,892 | ) |
|
FUND SHARE TRANSACTIONS (NOTE 6): | | | | | | | | |
| Net proceeds from sale of shares | | | 29,215,362 | | | | 81,099,745 | |
| Reinvestment of distributions | | | 4,440,558 | | | | 45,645,892 | |
| Cost of shares repurchased | | | (195,932,909 | ) | | | (315,307,338 | ) |
|
| Decrease in Net Assets From Fund Share Transactions | | | (162,276,989 | ) | | | (188,561,701 | ) |
|
Increase (Decrease) in Net Assets | | | (57,985,487 | ) | | | 1,924,725 | |
NET ASSETS: | | | | | | | | |
| Beginning of period | | | 1,680,242,270 | | | | 1,678,317,545 | |
|
| End of period* | | $ | 1,622,256,783 | | | $ | 1,680,242,270 | |
|
* Includes undistributed net investment income of: | | | $12,788,795 | | | $ | 441,707 | |
|
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 23
For a share of each class of beneficial interest outstanding throughout each year ended December 31, unless otherwise noted:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Class I Shares(1) | | 2007(2) | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | | |
|
Net Asset Value, Beginning of Period | | | $34.10 | | | | $30.38 | | | | $29.50 | | | | $27.11 | | | | $21.41 | | | | $28.21 | | | |
|
Income (Loss) From Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | 0.28 | | | | 0.51 | | | | 0.45 | | | | 0.47 | | | | 0.34 | | | | 0.32 | | | |
| Net realized and unrealized gain (loss) | | | 2.04 | | | | 4.17 | | | | 0.89 | | | | 2.38 | | | | 5.68 | | | | (6.57 | ) | | |
|
Total Income (Loss) From Operations | | | 2.32 | | | | 4.68 | | | | 1.34 | | | | 2.85 | | | | 6.02 | | | | (6.25 | ) | | |
|
Less Distributions From: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | (0.01 | ) | | | (0.54 | ) | | | (0.46 | ) | | | (0.46 | ) | | | (0.32 | ) | | | (0.55 | ) | | |
| Net realized gains | | | (0.09 | ) | | | (0.42 | ) | | | — | | | | — | | | | — | | | | — | | | |
|
Total Distributions | | | (0.10 | ) | | | (0.96 | ) | | | (0.46 | ) | | | (0.46 | ) | | | (0.32 | ) | | | (0.55 | ) | | |
|
Net Asset Value, End of Period | | | $36.32 | | | | $34.10 | | | | $30.38 | | | | $29.50 | | | | $27.11 | | | | $21.41 | | | |
|
Total Return(3) | | | 6.80 | % | | | 15.40 | % | | | 4.52 | % | | | 10.52 | % | | | 28.11 | % | | | (22.17 | )% | | |
|
Net Assets, End of Period (millions) | | | $1,395 | | | | $1,448 | | | | $1,444 | | | | $1,425 | | | | $1,218 | | | | $831 | | | |
|
Ratios to Average Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross expenses | | | 0.34 | %(4) | | | 0.35 | %(5) | | | 0.34 | % | | | 0.34 | % | | | 0.34 | % | | | 0.31 | % | | |
| Net expenses | | | 0.34 | (4) | | | 0.34 | (5)(6) | | | 0.34 | | | | 0.34 | (6) | | | 0.34 | | | | 0.31 | | | |
| Net investment income | | | 1.60 | (4) | | | 1.57 | | | | 1.51 | | | | 1.69 | | | | 1.44 | | | | 1.32 | | | |
|
Portfolio Turnover Rate | | | 3 | % | | | 7 | % | | | 7 | % | | | 1 | % | | | 0 | % | | | 2 | % | | |
|
| | |
(1) | | Per share amounts have been calculated using the average shares method. |
|
(2) | | For the six months ended June 30, 2007 (unaudited). |
|
(3) | | Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Total returns do not reflect expenses associated with the separate accounts such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total return for all periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
|
(4) | | Annualized. |
|
(5) | | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 0.33% and 0.33%, respectively (Note 10). |
|
(6) | | Reflects fee waivers and/or expense reimbursements. |
See Notes to Financial Statements.
24 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Financial Highlights (continued) |
For a share of each class of beneficial interest outstanding throughout each year ended December 31, unless otherwise noted:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Class II Shares(1) | | 2007(2) | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | | |
|
Net Asset Value, Beginning of Period | | | $34.13 | | | | $30.40 | | | | $29.52 | | | | $27.13 | | | | $21.43 | | | | $28.17 | | | |
|
Income (Loss) From Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | 0.24 | | | | 0.42 | | | | 0.37 | | | | 0.42 | | | | 0.28 | | | | 0.24 | | | |
| Net realized and unrealized gain (loss) | | | 2.03 | | | | 4.18 | | | | 0.89 | | | | 2.36 | | | | 5.66 | | | | (6.54 | ) | | |
|
Total Income (Loss) From Operations | | | 2.27 | | | | 4.60 | | | | 1.26 | | | | 2.78 | | | | 5.94 | | | | (6.30 | ) | | |
|
Less Distributions From: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | (0.01 | ) | | | (0.45 | ) | | | (0.38 | ) | | | (0.39 | ) | | | (0.24 | ) | | | (0.44 | ) | | |
| Net realized gains | | | (0.09 | ) | | | (0.42 | ) | | | — | | | | — | | | | — | | | | — | | | |
|
Total Distributions | | | (0.10 | ) | | | (0.87 | ) | | | (0.38 | ) | | | (0.39 | ) | | | (0.24 | ) | | | (0.44 | ) | | |
|
Net Asset Value, End of Period | | | $36.30 | | | | $34.13 | | | | $30.40 | | | | $29.52 | | | | $27.13 | | | | $21.43 | | | |
|
Total Return(3) | | | 6.64 | % | | | 15.12 | % | | | 4.25 | % | | | 10.24 | % | | | 27.74 | % | | | (22.37 | )% | | |
|
Net Assets, End of Period (millions) | | | $227 | | | | $232 | | | | $234 | | | | $227 | | | | $132 | | | | $86 | | | |
|
Ratios to Average Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross expenses | | | 0.59 | %(4) | | | 0.60 | %(5) | | | 0.60 | % | | | 0.59 | % | | | 0.60 | % | | | 0.56 | % | | |
| Net expenses | | | 0.59 | (4) | | | 0.60 | (5)(6) | | | 0.60 | | | | 0.59 | (6) | | | 0.60 | | | | 0.56 | | | |
| Net investment income | | | 1.34 | (4) | | | 1.32 | | | | 1.26 | | | | 1.50 | | | | 1.18 | | | | 0.97 | | | |
|
Portfolio Turnover Rate | | | 3 | % | | | 7 | % | | | 7 | % | | | 1 | % | | | 0 | % | | | 2 | % | | |
|
| | |
(1) | | Per share amounts have been calculated using the average shares method. |
|
(2) | | For the six months ended June 30, 2007 (unaudited). |
|
(3) | | Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Total returns do not reflect expenses associated with the separate accounts such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total return for all periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
|
(4) | | Annualized. |
|
(5) | | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 0.59% and 0.59%, respectively (Note 10). |
|
(6) | | Reflects fee waivers and/or expense reimbursements. |
See Notes to Financial Statements.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 25
Notes to Financial Statements (unaudited)
| |
1. | Organization and Significant Accounting Policies |
Legg Mason Partners Variable Equity Index Portfolio (the “Fund”) is a separate diversified investment series of Legg Mason Partners Variable Equity Trust (the “Trust”). The Trust, a Maryland business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. Prior to April 30, 2007, the Fund was a separate diversified investment fund of Legg Mason Partners Variable Portfolios II, a Massachusetts business trust, registered under the 1940 Act.
Shares of the Fund may only be purchased or redeemed through variable annuity contracts and variable life insurance policies offered by the separate accounts of participating insurance companies or through eligible pension or other qualified plans.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) Investment Valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Financial Futures Contracts. The Fund may enter into financial futures contracts typically to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin, equal to a certain percentage of the contract amount (initial margin deposit). Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as “variation margin,” are made or received by the Fund
26 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
each day, depending on the daily fluctuations in the value of the underlying financial instruments. The Fund recognizes an unrealized gain or loss equal to the daily variation margin. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.
The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying financial instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the initial margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(d) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(e) REIT Distributions. The character of distributions received from Real Estate Investment Trusts (“REITs”) held by the Fund is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Fund to estimate the character of distributions received from underlying REITs based on historical data provided by the REITs. After each calendar year end, REITs report the actual tax character of these distributions. Differences between the estimated and actual amounts reported by the REITs are reflected in the Fund’s records in the year in which they are reported by the REITs.
(f) Distributions to Shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.
(h) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.
(i) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 27
Notes to Financial Statements (unaudited) (continued)
| |
2. | Investment Management Agreement and Other Transactions with Affiliates |
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Batterymarch Financial Management Inc. (“Batterymarch”) is the Fund’s subadviser. LMPFA and Batterymarch are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.31% of the Fund’s average daily net assets.
LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund, except for the management of cash and short-term investments. For its services, LMPFA pays Batterymarch 70% of the net management fee it receives from the Fund.
Citigroup Global Markets Inc. (“CGM”) and Legg Mason Investor Services, LLC (“LMIS”) serve as co-distributors of the Fund. LMIS is a wholly owned broker-dealer subsidiary of Legg Mason.
The Fund had adopted an unfunded, non-qualified deferred compensation plan (the “Plan”) which allows non-interested trustees (“Trustees”) to defer the receipt of all or a portion of the trustees’ fees earned until a later date specified by the Trustees. The deferred fees earn a return based on notional investments selected by the Trustees. The balance of the deferred fees payable may change depending upon the investment performance. Any gains or losses incurred in the deferred balances are reported in the Statement of Operations under Trustees’ fees. Under the Plan, deferred fees are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Fund’s general assets. The Plan was terminated effective January 1, 2007. This change will have no effect on fees previously deferred.
As of June 30, 2007, the Fund had accrued $5,058 as deferred compensation payable.
Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
During the six months ended June 30, 2007, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| | | | |
|
Purchases | | $ | 41,110,471 | |
|
Sales | | | 178,017,306 | |
|
At June 30, 2007, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
| | | | |
|
Gross unrealized appreciation | | $ | 426,453,512 | |
Gross unrealized depreciation | | | (64,473,634 | ) |
|
Net unrealized appreciation | | $ | 361,979,878 | |
|
28 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
At June 30, 2007, the Fund had the following open futures contracts:
| | | | | | | | | | | | | | | | | | | | |
| | Number of | | Expiration | | Basis | | Market | | Unrealized |
Contracts to Buy: | | Contracts | | Date | | Value | | Value | | Loss |
|
S&P 500 Index | | | 27 | | | | 9/07 | | | $ | 10,297,350 | | | $ | 10,228,950 | | | $ | (68,400 | ) |
|
| |
4. | Class Specific Expenses |
The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Equity Index Portfolio pays a distribution fee with respect to its Class II shares calculated at the annual rate of 0.25% of the average daily net assets attributable to Class II shares. Distribution fees are accrued daily and paid monthly.
For the six months ended June 30, 2007, class specific expenses were as follows:
| | | | | | | | | | | | |
| | Distribution | | Transfer | | Shareholder Reports |
| | Fees | | Agent Fees | | Expenses |
|
Class I | | | — | | | $ | 248 | | | $ | 59,124 | |
Class II | | $ | 285,864 | | | | 282 | | | | 11,060 | |
|
Total | | $ | 285,864 | | | $ | 530 | | | $ | 70,184 | |
|
| |
5. | Distributions to Shareholders by Class |
| | | | | | | | |
| | Six Months Ended | | Year Ended |
| | June 30, 2007 | | December 31, 2006 |
|
Net Investment Income | | | | | | | | |
Class I | | $ | 440,084 | | | $ | 22,340,094 | |
Class II | | | 59,916 | | | | 3,002,650 | |
|
Total | | $ | 500,000 | | | $ | 25,342,744 | |
|
Net Realized Gains | | | | | | | | |
Class I | | $ | 3,389,369 | | | $ | 17,476,492 | |
Class II | | | 551,189 | | | | 2,826,656 | |
|
Total | | $ | 3,940,558 | | | $ | 20,303,148 | |
|
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 29
Notes to Financial Statements (unaudited) (continued)
| |
6. | Shares of Beneficial Interest |
At June 30, 2007, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Trust has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses specifically related to the distribution of its shares. Prior to April 30, 2007, the Trust had an unlimited number of shares authorized with a par value of $0.001 per share.
Transactions in shares of each class were as follows:
| | | | | | | | | | | | | | | | |
| | Six Months Ended | | Year Ended |
| | June 30, 2007 | | December 31, 2006 |
| | | | |
| | Shares | | Amount | | Shares | | Amount |
|
Class I | | | | | | | | | | | | | | | | |
Shares sold | | | 751,627 | | | $ | 26,393,539 | | | | 2,330,517 | | | $ | 74,547,870 | |
Shares issued on reinvestment | | | 105,524 | | | | 3,829,453 | | | | 1,160,870 | | | | 39,816,585 | |
Shares repurchased | | | (4,897,197 | ) | | | (173,078,526 | ) | | | (8,590,939 | ) | | | (275,013,337 | ) |
|
Net Decrease | | | (4,040,046 | ) | | $ | (142,855,534 | ) | | | (5,099,552 | ) | | $ | (160,648,882 | ) |
|
Class II | | | | | | | | | | | | | | | | |
Shares sold | | | 80,150 | | | $ | 2,821,823 | | | | 205,374 | | | $ | 6,551,875 | |
Shares issued on reinvestment | | | 16,844 | | | | 611,105 | | | | 169,804 | | | | 5,829,307 | |
Shares repurchased | | | (648,366 | ) | | | (22,854,383 | ) | | | (1,251,871 | ) | | | (40,294,001 | ) |
|
Net Decrease | | | (551,372 | ) | | $ | (19,421,455 | ) | | | (876,693 | ) | | $ | (27,912,819 | ) |
|
On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), the then-investment adviser or manager to the Fund, and CGM, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds, including the Fund (the “Affected Funds”).
The SEC order found that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder (the “Advisers Act”). Specifically, the order found that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also found that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the
30 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed.
SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Affected Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million held in escrow was distributed to the Affected Funds.
The order required SBFM to recommend a new transfer agent contract to the Affected Funds’ boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds’ boards selected a new transfer agent for the Affected Funds. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. Although there can be no assurance, the Fund’s manager does not believe that this matter will have a material adverse effect on the Affected Funds.
On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM, (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC as described in Note 7. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the investment manager for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 31
Notes to Financial Statements (unaudited) (continued)
fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.
On October 5, 2005, a motion to consolidate the five actions and any subsequently filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.
As of the date of this report, the Fund’s manager believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Fund or the ability of the Fund’s manager and its affiliates to continue to render services to the Fund under their respective contracts.
* * *
Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM and a number of its then affiliates, including SBFM and Salomon Brothers Asset Management Inc. (“SBAM”), which were then investment adviser or manager to certain of the Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant Funds”), and Board Members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested (including the Fund) and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to replead as a derivative claim.
On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against CAM, SBAM, SBFM and CGM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended Complaint Defendants”). The Fund was not identified in the Second Amended
32 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
Complaint. The Second Amended Complaint alleges no claims against any of the Funds or any of their Board Members. Under Section 36(b), the Second Amended Complaint alleges similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint. The Defendants have filed a motion to dismiss the Second Amended Complaint. It is uncertain when the court will decide the motion. No assurances can be given as to the outcome of this matter.
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.
On September 16, 2005, the staff of the SEC informed SBFM and SBAM that the staff is considering recommending that the SEC institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.
Although there can be no assurance, the Fund’s manager believes that this matter is not likely to have a material adverse effect on the Fund.
| |
10. | Special Shareholder Meeting and Reorganization |
Shareholders approved a number of initiatives designed to streamline and restructure the fund complex. These matters were implemented in early 2007. As noted in the proxy materials, Legg Mason paid for a portion of the costs related to these initiatives. The portions of the costs borne by the Fund were recognized in the period during which the expense was incurred. Such expenses relate to obtaining shareholder votes for proposals presented in the proxy, the election of board members, retirement of board members, as well as printing, mailing, and soliciting proxies.
| |
11. | Recent Accounting Pronouncements |
During June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48” or the “Interpretation”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a fund should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the fund has taken or expects to take on a tax return. FIN 48 requires that the tax effects of a position be recognized only if it is
Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report 33
Notes to Financial Statements (unaudited) (continued)
“more likely than not” to be sustained based solely on its technical merits. Management must be able to conclude that the tax law, regulations, case law, and other objective information regarding the technical merits sufficiently support the position’s sustainability with a likelihood of more than 50 percent. FIN 48 is effective for fiscal periods beginning after December 15, 2006, which for this Fund was January 1, 2007. At adoption, the financial statements must be adjusted to reflect only those tax positions that are more likely than not to be sustained as of the adoption date. Management of the Fund has determined that adopting FIN 48 will not have a material impact on the Fund’s financial statements.
* * *
On September 20, 2006, FASB released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.
On July 24, 2007, NYSE Regulation, Inc. (“NYSE Regulation”) and the New Jersey Bureau of Securities (“NJBS”) announced they had censured and fined CGM for failing to supervise trading of mutual fund shares and variable annuity mutual fund sub-accounts, failing to prevent deceptive market timing by certain brokers on behalf of hedge-fund customers, and failing to maintain adequate books and records during the period from January 2000 to September 2003. Under the settlement with NYSE Regulation and NJBS, CGM agreed to pay a total of $50 million in disgorgement and penalties and neither admitted nor denied guilt. CGM is a distributor of the Fund. The Fund’s investment manager believes that this settlement will not have any effect on the financial position or results of operations of the Fund. The investment manager has been informed by CGM that the settlement will not affect the ability of CGM to continue to render services to the Fund under its contract.
34 Legg Mason Partners Variable Equity Index Portfolio 2007 Semi-Annual Report
| |
| Legg Mason Partners Variable Equity Index Portfolio |
|
TRUSTEES |
Paul R. Ades Andrew L. Breech Dwight B. Crane Robert M. Frayn, Jr. R. Jay Gerken, CFA Chairman Frank G. Hubbard Howard J. Johnson David E. Maryatt Jerome H. Miller Ken Miller John J. Murphy Thomas F. Schlafly Jerry A. Viscione |
|
INVESTMENT MANAGER |
Legg Mason Partners Fund Advisor, LLC |
|
SUBADVISER |
Batterymarch Financial Management, Inc. |
|
DISTRIBUTORS |
Citigroup Global Markets Inc. |
Legg Mason Investor Services, LLC |
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CUSTODIAN |
State Street Bank and Trust Company |
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TRANSFER AGENT |
PFPC Inc. 4400 Computer Drive Westborough, Massachusetts 01581 |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
KPMG LLP 345 Park Avenue New York, New York 10154 |
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This report is submitted for the general information of shareholders of the Legg Mason Partners Variable Equity Index Portfolio and is not for use with the general public.
This report must be preceded or accompanied by a free prospectus. Investors should consider the Funds’ investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about the Funds. Please read the prospectus carefully before investing.
www.leggmason.com/InvestorServices
Ó 2007 Legg Mason Investors Services, LLC Member FINRA, SIPC
FDXX010086 8/07 SR07-381
 | | Legg Mason Partners Variable Equity Index Portfolio
The Fund is a separate investment series of the Legg Mason Partners Variable Equity Trust, a Maryland business trust.
LEGG MASON PARTNERS VARIABLE EQUITY INDEX PORTFOLIO Legg Mason Partners Funds 125 Broad Street 10th Floor, MF-2 New York, New York 10004
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call Legg Mason Partners Shareholder Services at 1-800-451-2010.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov. |
ITEM 2. CODE OF ETHICS.
Not Applicable
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not Applicable
ITEM 4. Principal Accountant Fees and Services
Not Applicable
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 11. CONTROLS AND PROCEDURES.
| (a) | | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
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| (b) | | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 12. EXHIBITS.
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Legg Mason Partners Variable Equity Trust
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By: | | /s/ R. Jay Gerken |
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| | (R. Jay Gerken) |
| | Chief Executive Officer of |
| | Legg Mason Partners Variable Equity Trust |
Date: August 28, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ R. Jay Gerken |
| | |
| | (R. Jay Gerken) |
| | Chief Executive Officer of |
| | Legg Mason Partners Variable Equity Trust |
Date: August 28, 2007
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By: | | /s/ Kaprel Ozsolak |
| | |
| | (Kaprel Ozsolak) |
| | Chief Financial Officer of |
| | Legg Mason Partners Variable Equity Trust |
Date: August 28, 2007