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)
55 Water Street, New York, NY 10041
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code:
Funds Investor Services at 1-800-822-5544
or
Institutional Shareholder Services at 1-888-425-6432
Date of fiscal year end: December 31
Date of reporting period: December 31, 2009
ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
ANNUAL REPORT / DECEMBER 31, 2009
Legg Mason ClearBridge
Variable Large Cap
Growth Portfolio
Managed by CLEARBRIDGE ADVISORS
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Portfolio objective
The Portfolio seeks to provide long-term growth of capital.
Portfolio name change
Prior to November 2, 2009, the Portfolio was known as Legg Mason Partners Variable Large Cap Growth Portfolio. There was no change in the Portfolio’s investment objective or investment policies as a result of the name change.
What’s inside
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| | | |
| Letter from the chairman | | I |
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| Portfolio overview | | 1 |
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| Portfolio at a glance | | 7 |
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| Portfolio expenses | | 8 |
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| Portfolio performance | | 10 |
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| Historical performance | | 11 |
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| Schedule of investments | | 12 |
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| Statement of assets and liabilities | | 15 |
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| Statements of operations | | 16 |
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| Statements of changes in net assets | | 17 |
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| Financial highlights | | 18 |
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| Notes to financial statements | | 19 |
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| Report of independent registered public accounting firm | | 29 |
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| Board approval of management and subadvisory agreements | | 30 |
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| Additional information | | 35 |
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| Important tax information | | 42 |
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager and ClearBridge Advisors, LLC (“ClearBridge”) is the Portfolio’s subadviser. LMPFA and ClearBridge are wholly-owned subsidiaries of Legg Mason, Inc.
Letter from the chairman
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
Dear Shareholder,
At a meeting held in August 2009, the Portfolio’s Board of Trustees approved a recommendation from Legg Mason Partners Fund Advisor, LLC, the Portfolio’s investment manager, to change the fiscal year-end of the Portfolio from October 31 to December 31. As a result of this change, shareholders are being provided with a short-period annual report for the two-month period from November 1, 2009 through December 31, 2009.
Please read on for a more detailed look at the prevailing economic and market conditions during the Portfolio’s abbreviated reporting period and to learn how those conditions have affected Portfolio performance. 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. Please refer to the Portfolio’s annual report for the period ended October 31, 2009 for additional information.
As always, thank you for your 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
January 29, 2010
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 
I
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Portfolio overview
Q. What is the Portfolio’s investment strategy?
A. The Portfolio seeks long-term growth of capital. The Portfolio invests, under normal market conditions, at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity securities or other investments with similar economic characteristics of U.S. companies with large market capitalizations. We attempt to identify established companies which are dominant in their industries due to product, distribution or service strength. Many of these companies are household names and are strategically positioned for growth in the U.S. and overseas. Up to 20% of the value of the Portfolio’s net assets may be invested in companies with smaller market capitalizations.
We emphasize individual security selection while diversifying the Portfolio’s investments across industries which may help to reduce risk. We attempt to identify large-cap companies with the highest growth potential. The core holdings of the Portfolio are large-cap companies that are dominant in their industries, global in scope and have a long-term history of performance. In selecting individual companies for investment, we consider such factors as the company’s management, financials and competitive market position.
Q. What were the overall market conditions during the Portfolio’s reporting period?
A. The Portfolio’s brief reporting period was marked by continued gains in U.S. stock markets, though the performance of equities moderated somewhat from the increases seen earlier in the year. For the two-month period, the Dow Jones Industrial Average (“DJIA”)i posted a return of 7.95%, while the S&P 500 Indexii gained 8.05% and the NASDAQ Composite Indexiii gained 11.22%. During the month of November the DJIA rose 6.93% and the S&P 500 Index rose 6.00%—the largest November gains for both indices since 2001.
Meanwhile, there were indicators of further improvement in the broader U.S. economy. Consumer confidence showed consecutive increases in both November and December, with readings of 50.6 and 52.9, respectively. U.S. retail sales rose 1.8% in November and then fell by 0.3% in December. A significant portion of December’s decline was due to a 0.8% drop in auto sales for the month. The U.S. manufacturing sector expanded for the fifth consecutive month in December, with the Institute for Supply Management’s PMIiv rising to 55.9 from 53.6 in November. By the end of the two-month period, nine of the nation’s eighteen industrial sectors were growing, led by apparel, petroleum, electronics and machinery. Moreover, the Chicago PMIv hit a three-year high in December, rising to 60.0 from 56.1 in November. The expansion marked the most rapid growth in the Chicago PMI since January 2006.
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 1
Portfolio overview continued
The U.S. unemployment rate peaked in October at 10.1%—the highest since the winter of 1982—before falling to 10.0% in November and December. While seasonally adjusted non-farm payroll employment showed a gain of 4,000 in November—the first increase since December 2007—payrolls fell by 85,000 in December 2009.
Meanwhile, the housing segment of the economy remained worrisome. Overall construction spending fell 0.6% in November from October and was down 13.2% from November 2008. Sales of existing homes in November rose 7.4% to an annual rate of 6.54 million, the highest level in nearly three years, according to the National Association of Realtors. Foreclosures accounted for 33% of total sales for the month. On November 6th, the federal government extended the $8,000 first-time buyer credit and expanded it to include current homeowners.
Elsewhere, Dubai World, the state-owned financial arm of emirate Dubai, surprised global financial markets in late November when it revealed it was negotiating with creditors to restructure $26 billion in debt. Through the course of the next month, fears of a massive default receded, and by the end of December, Abu Dhabi had agreed to give fellow emirate Dubai about $10 billion in financing through the Dubai Financial Support Fund to cover Dubai World’s obligations through the end of April 2010.
Q. How did we respond to these changing market conditions?
A. In response to these market conditions, we did not deviate from our fundamental-based, bottom-up stock selection process, believing that maintaining our long-term focus and our investment discipline becomes particularly important in periods of extraordinary market turmoil. Instead, we continued to focus on companies we believe to be high-quality, with strong balance sheets and the ability to finance their operations through their own free cash flow, significant and sustainable competitive advantages in their products or services, and seasoned management teams that have long-term perspectives on their businesses.
2 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Performance review
For the two-month period from November 1, 2009 through December 31, 2009, Class I shares of Legg Mason ClearBridge Variable Large Cap Growth Portfolio1 returned 10.52%. The Portfolio’s unmanaged benchmark, the Russell 1000 Growth Indexvi, returned 9.42% over the same time frame. The Lipper Variable Large-Cap Growth Funds Category Average2 returned 9.33% for the same period.
PERFORMANCE SNAPSHOT as of December 31, 2009 (unaudited)
| | | | | |
| | | 2 MONTHS |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio1: | | | | |
| | | | | |
| Class I | | | 10.52% | |
| | | | | |
| Russell 1000 Growth Index | | | 9.42% | |
| | | | | |
Lipper Variable Large-Cap Growth Funds Category Average2 | | | 9.33% | |
| | | | | |
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.
Portfolio returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Portfolio expenses. Performance figures for periods shorter than one year represent cumulative figures and are not annualized. Results for longer periods may differ, in some cases, substantially.
Performance figures reflect expense reimbursements and/or fee waivers, without which the performance would have been lower.
TOTAL ANNUAL OPERATING EXPENSES (unaudited)
As of the Portfolio’s most current prospectus dated February 28, 2009, the gross total operating expense ratio for Class I shares was 0.83%.
Actual expenses may be higher. For example, expenses may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Portfolio expense ratios are more likely to increase when markets are volatile.
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 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.
2 Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the two-month period from November 1, 2009 through December 31, 2009, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 240 funds in the Portfolio’s Lipper category.
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 3
Portfolio overview continued
Q. What were the leading contributors to performance?
A. On an absolute basis, the Portfolio had positive returns in all six equity market sectors in which it was invested, led by the Information Technology (“IT”), Health Care and Consumer Discretionary sectors. In terms of individual Portfolio holdings, leading contributors to performance for the period included NVIDIA Corp., Red Hat Inc., Google Inc. (Class A Shares), Akamai Technologies Inc. and QUALCOMM Inc., all in the IT sector, Amazon.com Inc., Walt Disney Co. and Home Depot Inc., all in the Consumer Discretionary sector, and Vertex Pharmaceuticals Inc. and Biogen Idec Inc., both in the Health Care sector.
Relative to the benchmark Russell 1000 Growth Index, the Portfolio’s overall stock selection made a significant positive contribution to performance. Stock selection in the Consumer Discretionary, Health Care and IT sectors made significant contributions to performance when compared with the benchmark.
Q. What were the leading detractors from performance?
A. On an absolute basis, the Portfolio’s holdings in CVS Caremark Corp., PepsiCo Inc. and Procter & Gamble Co., all in the Consumer Staples sector, Electronic Arts Inc., Yahoo! Inc., Juniper Networks Inc. and Cisco Systems Inc., all in the IT sector, Berkshire Hathaway Inc. (Class A Shares) in the Financials sector and First Solar Inc. and General Electric Co., both in the Industrials sector, detracted the most from performance.
On a relative basis, overall sector allocation detracted from Portfolio performance compared with the benchmark. Specifically, the Portfolio’s overweight position in the Financials sector, its underweight position in the Industrials sector and its cash holdings detracted from relative performance. Stock selection in the Consumer Staples sector also detracted from performance relative to the benchmark.
Q. Were there any significant changes to the Portfolio during the reporting period?
A. There were no significant changes to the Portfolio during the period. Over the course of the reporting period, we reduced our overweight positions in the Consumer Discretionary and Financials sectors and increased its overweight position in the Health Care sector.
4 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Thank you for your investment in Legg Mason ClearBridge Variable Large Cap Growth Portfolio. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Portfolio’s investment goals.
Sincerely,
| | | |
 | |  |
| Peter Bourbeau | | Scott Glasser |
| Portfolio Manager | | Portfolio Manager |
| ClearBridge Advisors, LLC | | ClearBridge Advisors, LLC |
January 19, 2010
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 5
Portfolio overview continued
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.
Portfolio holdings and breakdowns are as of December 31, 2009 and are subject to change and may not be representative of the portfolio managers’ current or future investments. The Portfolio’s top ten holdings (as a percentage of net assets) as of this date were: Amazon.com Inc. (5.6%), Google Inc., Class A Shares (4.6%), Coca-Cola Co. (4.3%), BlackRock Inc., Class A Shares (3.9%), Akamai Technologies Inc. (3.8%), QUALCOMM Inc. (3.7%), Berkshire Hathaway Inc., Class A Shares (3.6%), Johnson & Johnson (3.6%), Red Hat Inc. (3.5%) and NVIDIA Corp. (3.4%). Please refer to pages 12 through 14 for a list and percentage breakdown of the Portfolio’s holdings.
The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Portfolio’s top five sector holdings (as a percentage of net assets) as of December 31, 2009 were: Information Technology (36.4%), Health Care (19.9%), Consumer Discretionary (13.3%), Consumer Staples (13.1%) and Financials (12.4%). The Portfolio’s composition is subject to change at any time.
RISKS: Keep in mind, common stocks are subject to market fluctuations. The Portfolio may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Portfolio performance. 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.
| | |
| i | | The Dow Jones Industrial Average (“DJIA”) is a widely followed measurement of the stock market. The average is comprised of thirty stocks that represent leading companies in major industries. These stocks, widely held by both individual and institutional investors, are considered to be all blue-chip companies. |
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| ii | | The S&P 500 Index is an unmanaged index of 500 stocks and is generally representative of the performance of larger companies in the U.S. |
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| iii | | The NASDAQ Composite Index is a market-value weighted index, which measures all securities listed on the NASDAQ stock market. |
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| iv | | The Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the manufacturing sector. |
| |
| v | | The Chicago PMI is a monthly measure of business conditions based on surveys of purchasing managers across Illinois, Indiana and Michigan. Released on the last business day of the reporting month, the report is used to predict the Institute for Supply Management’s report as the Chicago survey retains a high correlation with the broader economic release. |
| |
| vi | | The Russell 1000 Growth Index measures the performance of those Russell 1000 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.) 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. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market. |
6 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Portfolio at a glance† (unaudited)
INVESTMENT BREAKDOWN (%) As a percent of total investments
| | |
| † | | The bar graphs above represent the composition of the Portfolio’s investments as of December 31, 2009 and October 31, 2009. The Portfolio is actively managed. As a result, the composition of the Portfolio’s investments is subject to change at any time. |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 7
Portfolio expenses (unaudited)
Example
As a shareholder of the Portfolio, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 July 1, 2009 and held for the six months ended December 31, 2009.
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”.
BASED ON ACTUAL TOTAL RETURN1
| | | | | | | | | | | | | | | | | | | |
| | | BEGINNING
| | ENDING
| | ANNUALIZED
| | EXPENSES
|
ACTUAL TOTAL
| | ACCOUNT
| | ACCOUNT
| | EXPENSE
| | PAID DURING
|
| RETURN2 | | VALUE | | VALUE | | RATIO | | THE PERIOD3 |
| | 21.92% | | | $ | 1,000.00 | | | $ | 1,219.20 | | | | 0.84% | | | $ | 4.70 | |
| | | | | | | | | | | | | | | | | | | |
| | |
| 1 | | For the six months ended December 31, 2009. |
| |
| 2 | | Assumes the 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 return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total return. 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. |
| |
| 3 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to the Portfolio’s 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. |
8 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
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 Portfolio’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 Portfolio and other funds. To do so, compare the 5.00% hypothetical example relating to the Portfolio 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.
BASED ON HYPOTHETICAL TOTAL RETURN1
| | | | | | | | | | | | | | | | | | | |
HYPOTHETICAL
| | BEGINNING
| | ENDING
| | ANNUALIZED
| | EXPENSES
|
ANNUALIZED
| | ACCOUNT
| | ACCOUNT
| | EXPENSE
| | PAID DURING
|
| TOTAL RETURN | | VALUE | | VALUE | | RATIO | | THE PERIOD2 |
| | 5.00% | | | $ | 1,000.00 | | | $ | 1,020.97 | | | | 0.84% | | | $ | 4.28 | |
| | | | | | | | | | | | | | | | | | | |
| | |
| 1 | | For the six months ended December 31, 2009. |
| |
| 2 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to the Portfolio’s 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 ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 9
Portfolio performance (unaudited)
AVERAGE ANNUAL TOTAL RETURNS1
| | | | | | | |
| Twelve Months Ended 12/31/09 | | | 42.38 | % | | |
| | | | | | | |
| Five Years Ended 12/31/09 | | | 0.69 | | | |
| | | | | | | |
| Ten Years Ended through 12/31/09 | | | -0.63 | | | |
| | | | | | | |
CUMULATIVE TOTAL RETURN1
| | | | | | | |
| 12/31/99 through 12/31/09 | | | -6.15 | | | |
| | | | | | | |
| | |
| 1 | | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown 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. |
10 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Historical performance (unaudited)
VALUE OF $10,000 INVESTED IN CLASS I SHARES OF LEGG MASON CLEARBRIDGE VARIABLE
LARGE CAP GROWTH PORTFOLIO VS. RUSSELL 1000 GROWTH INDEX† — December 1999 - December 2009
| | |
| † | | Hypothetical illustration of $10,000 invested in Class I shares of Legg Mason ClearBridge Variable Large Cap Growth Portfolio on December 31, 1999, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through December 31, 2009. The Russell 1000 Growth Index measures the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Index is unmanaged and is not subject to the same management and trading expenses of a mutual fund. Please note that an investor cannot invest directly in an index. |
| |
| |
| | All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown 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. |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 11
Schedule of investments
December 31, 2009
LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP GROWTH PORTFOLIO
| | | | | | | | | |
| SHARES | | | SECURITY | | VALUE | |
| |
| COMMON STOCKS — 98.2% |
| | | | | | | | | |
| |
| CONSUMER DISCRETIONARY — 13.3% |
| | | | | Internet & Catalog Retail — 5.6% | | | | |
| | 70,156 | | | Amazon.com Inc.* | | $ | 9,437,385 | |
| | | | | Media — 3.1% | | | | |
| | 160,526 | | | Walt Disney Co. | | | 5,176,964 | |
| | | | | Multiline Retail — 1.6% | | | | |
| | 32,640 | | | Sears Holdings Corp.* | | | 2,723,808 | |
| | | | | Specialty Retail — 3.0% | | | | |
| | 177,154 | | | Home Depot Inc. | | | 5,125,065 | |
| | | | | TOTAL CONSUMER DISCRETIONARY | | | 22,463,222 | |
| | | | | | | | | |
| |
| CONSUMER STAPLES — 13.1% |
| | | | | | | | | |
| | | | | Beverages — 7.4% | | | | |
| | 127,702 | | | Coca-Cola Co. | | | 7,279,014 | |
| | | | | | | | | |
| | 86,413 | | | PepsiCo Inc. | | | 5,253,910 | |
| | | | | | | | | |
| | | | | Total Beverages | | | 12,532,924 | |
| | | | | Food & Staples Retailing — 3.1% | | | | |
| | 161,180 | | | CVS Caremark Corp. | | | 5,191,608 | |
| | | | | Household Products — 2.6% | | | | |
| | 73,696 | | | Procter & Gamble Co. | | | 4,468,189 | |
| | | | | TOTAL CONSUMER STAPLES | | | 22,192,721 | |
| | | | | | | | | |
| |
| FINANCIALS — 12.4% |
| | | | | | | | | |
| | | | | Capital Markets — 6.4% | | | | |
| | 28,360 | | | BlackRock Inc., Class A Shares | | | 6,585,192 | |
| | | | | | | | | |
| | 220,170 | | | Charles Schwab Corp. | | | 4,143,599 | |
| | | | | | | | | |
| | | | | Total Capital Markets | | | 10,728,791 | |
| | | | | Diversified Financial Services — 2.4% | | | | |
| | 205,425 | | | Nasdaq OMX Group Inc.* | | | 4,071,524 | |
| | | | | Insurance — 3.6% | | | | |
| | 62 | | | Berkshire Hathaway Inc., Class A Shares* | | | 6,150,400 | |
| | | | | TOTAL FINANCIALS | | | 20,950,715 | |
| | | | | | | | | |
| |
| HEALTH CARE — 19.9% |
| | | | | | | | | |
| | | | | Biotechnology — 11.9% | | | | |
| | 92,917 | | | Amgen Inc.* | | | 5,256,315 | |
| | | | | | | | | |
| | 85,225 | | | Biogen Idec Inc.* | | | 4,559,538 | |
| | | | | | | | | |
| | 97,740 | | | Celgene Corp.* | | | 5,442,163 | |
| | | | | | | | | |
| | 114,065 | | | Vertex Pharmaceuticals Inc.* | | | 4,887,685 | |
| | | | | | | | | |
| | | | | Total Biotechnology | | | 20,145,701 | |
| | | | | | | | | |
| | | | | | | | | |
See Notes to Financial Statements.
12 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP GROWTH PORTFOLIO
| | | | | | | | | |
| SHARES | | | SECURITY | | VALUE | |
| | | | | Health Care Equipment & Supplies — 1.4% | | | | |
| | 27,170 | | | Edwards Lifesciences Corp.* | | $ | 2,359,714 | |
| | | | | Pharmaceuticals — 6.6% | | | | |
| | 93,918 | | | Johnson & Johnson | | | 6,049,258 | |
| | | | | | | | | |
| | 30,400 | | | Roche Holding AG(a) | | | 5,171,532 | |
| | | | | | | | | |
| | | | | Total Pharmaceuticals | | | 11,220,790 | |
| | | | | TOTAL HEALTH CARE | | | 33,726,205 | |
| | | | | | | | | |
| |
| INDUSTRIALS — 3.1% |
| | | | | | | | | |
| | | | | Electrical Equipment — 1.3% | | | | |
| | 15,850 | | | First Solar Inc.* | | | 2,146,090 | |
| | | | | Industrial Conglomerates — 1.8% | | | | |
| | 208,310 | | | General Electric Co. | | | 3,151,730 | |
| | | | | TOTAL INDUSTRIALS | | | 5,297,820 | |
| | | | | | | | | |
| |
| INFORMATION TECHNOLOGY — 36.4% |
| | | | | | | | | |
| | | | | Communications Equipment — 9.5% | | | | |
| | 216,221 | | | Cisco Systems Inc.* | | | 5,176,331 | |
| | | | | | | | | |
| | 170,550 | | | Juniper Networks Inc.* | | | 4,548,569 | |
| | | | | | | | | |
| | 136,224 | | | QUALCOMM Inc. | | | 6,301,722 | |
| | | | | | | | | |
| | | | | Total Communications Equipment | | | 16,026,622 | |
| | | | | Internet Software & Services — 12.6% | | | | |
| | 255,142 | | | Akamai Technologies Inc.* | | | 6,462,747 | |
| | | | | | | | | |
| | 179,421 | | | eBay Inc.* | | | 4,223,570 | |
| | | | | | | | | |
| | 12,510 | | | Google Inc., Class A Shares* | | | 7,755,950 | |
| | | | | | | | | |
| | 168,380 | | | Yahoo! Inc.* | | | 2,825,416 | |
| | | | | | | | | |
| | | | | Total Internet Software & Services | | | 21,267,683 | |
| | | | | Semiconductors & Semiconductor Equipment — 6.3% | | | | |
| | 241,904 | | | Intel Corp. | | | 4,934,842 | |
| | | | | | | | | |
| | 311,220 | | | NVIDIA Corp.* | | | 5,813,589 | |
| | | | | | | | | |
| | | | | Total Semiconductors & Semiconductor Equipment | | | 10,748,431 | |
| | | | | Software — 8.0% | | | | |
| | 193,355 | | | Electronic Arts Inc.* | | | 3,432,051 | |
| | | | | | | | | |
| | 139,438 | | | Microsoft Corp. | | | 4,251,465 | |
| | | | | | | | | |
| | 189,589 | | | Red Hat Inc.* | | | 5,858,300 | |
| | | | | | | | | |
| | | | | Total Software | | | 13,541,816 | |
| | | | | | | | | |
| | | | | TOTAL INFORMATION TECHNOLOGY | | | 61,584,552 | |
| | | | | | | | | |
| | | | | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $119,973,029) | | | 166,215,235 | |
| | | | | | | | | |
| | | | | | | | | |
See Notes to Financial Statements.
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 13
Schedule of investments continued
December 31, 2009
LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP GROWTH PORTFOLIO
| | | | | | | | | |
FACE
| | | | | | |
| AMOUNT | | | SECURITY | | VALUE | |
| |
| SHORT-TERM INVESTMENT — 2.1% |
| | | | | | | | | |
| | | | | Repurchase Agreement — 2.1% | | | | |
| $ | 3,444,000 | | | Interest in $283,704,000 joint tri-party repurchase agreement dated 12/31/09 with Barclays Capital Inc., 0.000% due 1/4/10; Proceeds at maturity — $3,444,000; (Fully collateralized by various U.S. government obligations, 1.875% to 3.125%
due 2/28/14 to 10/31/16; Market value — $3,512,880)
(Cost — $3,444,000) | | $ | 3,444,000 | |
| | | | | TOTAL INVESTMENTS — 100.3% (Cost — $123,417,029#) | | | 169,659,235 | |
| | | | | | | | | |
| | | | | Liabilities in Excess of Other Assets — (0.3)% | | | (453,008 | ) |
| | | | | TOTAL NET ASSETS — 100.0% | | $ | 169,206,227 | |
| | | | | | | | | |
| | |
| * | | Non-income producing security. |
| |
| (a) | | Security is valued in good faith at fair value by or under the direction of the Board of Trustees (See Note 1). |
| |
| # | | Aggregate cost for federal income tax purposes is $132,540,607. |
See Notes to Financial Statements.
14 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Statement of assets and liabilities
December 31, 2009
| | | | | |
| ASSETS: | | | | |
| | | | | |
| Investments, at value (Cost — $123,417,029) | | $ | 169,659,235 | |
| | | | | |
| Cash | | | 512 | |
| | | | | |
| Dividends receivable | | | 136,765 | |
| | | | | |
| Prepaid expenses | | | 3,258 | |
| | | | | |
| Total Assets | | | 169,799,770 | |
| | | | | |
| LIABILITIES: | | | | |
| | | | | |
| Payable for Portfolio shares repurchased | | | 366,535 | |
| | | | | |
| Investment management fee payable | | | 106,754 | |
| | | | | |
| Trustees’ fees payable | | | 3,822 | |
| | | | | |
| Accrued expenses | | | 116,432 | |
| | | | | |
| Total Liabilities | | | 593,543 | |
| | | | | |
| TOTAL NET ASSETS | | $ | 169,206,227 | |
| | | | | |
| NET ASSETS: | | | | |
| | | | | |
| Par value (Note 5) | | $ | 115 | |
| | | | | |
| Paid-in capital in excess of par value | | | 159,054,964 | |
| | | | | |
| Overdistributed net investment income | | | (100,403 | ) |
| | | | | |
| Accumulated net realized loss on investments | | | (35,993,157 | ) |
| | | | | |
| Net unrealized appreciation on investments and foreign currencies | | | 46,244,708 | |
| | | | | |
| TOTAL NET ASSETS | | $ | 169,206,227 | |
| | | | | |
| Shares Outstanding | | | 11,490,094 | |
| | | | | |
| Net Asset Value | | | $14.73 | |
| | | | | |
See Notes to Financial Statements.
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 15
Statements of operations
| | | | | | | | | |
FOR THE PERIOD ENDED DECEMBER 31, 2009
| | | | | | |
| AND THE YEAR ENDED OCTOBER 31, 2009 | | 2009† | | | 2009 | |
| INVESTMENT INCOME: | | | | | | | | |
| | | | | | | | | |
| Dividends | | $ | 370,861 | | | $ | 1,586,270 | |
| | | | | | | | | |
| Interest | | | 369 | | | | 2,945 | |
| | | | | | | | | |
| Less: Foreign taxes withheld | | | — | | | | (12,863 | ) |
| | | | | | | | | |
| Total Investment Income | | | 371,230 | | | | 1,576,352 | |
| | | | | | | | | |
| EXPENSES: | | | | | | | | |
| | | | | | | | | |
| Investment management fee (Note 2) | | | 208,451 | | | | 1,109,320 | |
| | | | | | | | | |
| Legal fees | | | 17,425 | | | | 41,677 | |
| | | | | | | | | |
| Audit and tax | | | 14,423 | | | | 18,684 | |
| | | | | | | | | |
| Shareholder reports | | | 9,900 | | | | 55,932 | |
| | | | | | | | | |
| Trustees’ fees | | | 2,499 | | | | 17,896 | |
| | | | | | | | | |
| Insurance | | | 849 | | | | 5,072 | |
| | | | | | | | | |
| Custody fees | | | 487 | | | | 2,171 | |
| | | | | | | | | |
| Transfer agent fees | | | 240 | | | | 5,086 | |
| | | | | | | | | |
| Miscellaneous expenses | | | 730 | | | | 3,765 | |
| | | | | | | | | |
| Total Expenses | | | 255,004 | | | | 1,259,603 | |
| | | | | | | | | |
Less: Fee waivers and/or expense reimbursements (Note 2) | | | — | | | | (56,592 | ) |
| | | | | | | | | |
| Net Expenses | | | 255,004 | | | | 1,203,011 | |
| | | | | | | | | |
| NET INVESTMENT INCOME | | | 116,226 | | | | 373,341 | |
| | | | | | | | | |
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3): | | | | | | | | |
| | | | | | | | | |
| Net Realized Gain From: | | | | | | | | |
| | | | | | | | | |
| Investment transactions | | | 2,808,685 | | | | 7,246,163 | |
| | | | | | | | | |
| Foreign currency transactions | | | — | | | | 1,512 | |
| | | | | | | | | |
| Net Realized Gain | | | 2,808,685 | | | | 7,247,675 | |
| | | | | | | | | |
| Change in Net Unrealized Appreciation/Depreciation From: | | | | | | | | |
| | | | | | | | | |
| Investments | | | 13,579,310 | | | | 17,081,077 | |
| | | | | | | | | |
| Foreign currencies | | | (192 | ) | | | 2,694 | |
| | | | | | | | | |
| Change in Net Unrealized Appreciation/Depreciation | | | 13,579,118 | | | | 17,083,771 | |
| | | | | | | | | |
| NET GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS | | | 16,387,803 | | | | 24,331,446 | |
| | | | | | | | | |
| INCREASE IN NET ASSETS FROM OPERATIONS | | $ | 16,504,029 | | | $ | 24,704,787 | |
| | | | | | | | | |
| | |
| † | | For the period November 1, 2009 through December 31, 2009. |
See Notes to Financial Statements.
16 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Statements of changes in net assets
| | | | | | | | | | | | | |
FOR THE PERIOD ENDED DECEMBER 31, 2009
| | | | | | | | | |
| AND FOR THE YEARS ENDED OCTOBER 31, | | December 31† | | | 2009 | | | 2008 | |
| OPERATIONS: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net investment income | | $ | 116,226 | | | $ | 373,341 | | | $ | 393,358 | |
| | | | | | | | | | | | | |
| Net realized gain | | | 2,808,685 | | | | 7,247,675 | | | | 6,097,740 | |
| | | | | | | | | | | | | |
| Change in net unrealized appreciation/depreciation | | | 13,579,118 | | | | 17,083,771 | | | | (110,677,479 | ) |
| | | | | | | | | | | | | |
| Increase (Decrease) in Net Assets From Operations | | | 16,504,029 | | | | 24,704,787 | | | | (104,186,381 | ) |
| | | | | | | | | | | | | |
| DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net investment income | | | (400,005 | ) | | | (550,001 | ) | | | (125,005 | ) |
| | | | | | | | | | | | | |
| Decrease in Net Assets From Distributions to Shareholders | | | (400,005 | ) | | | (550,001 | ) | | | (125,005 | ) |
| | | | | | | | | | | | | |
| PORTFOLIO SHARE TRANSACTIONS (NOTE 5): | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net proceeds from sale of shares | | | 142,230 | | | | 2,765,657 | | | | 3,912,345 | |
| | | | | | | | | | | | | |
| Reinvestment of distributions | | | 400,005 | | | | 550,001 | | | | 125,005 | |
| | | | | | | | | | | | | |
| Cost of shares repurchased | | | (6,651,338 | ) | | | (31,253,976 | ) | | | (62,928,803 | ) |
| | | | | | | | | | | | | |
| Decrease in Net Assets From Portfolio Share Transactions | | | (6,109,103 | ) | | | (27,938,318 | ) | | | (58,891,453 | ) |
| | | | | | | | | | | | | |
| INCREASE (DECREASE) IN NET ASSETS | | | 9,994,921 | | | | (3,783,532 | ) | | | (163,202,839 | ) |
| | | | | | | | | | | | | |
| NET ASSETS: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Beginning of year | | | 159,211,306 | | | | 162,994,838 | | | | 326,197,677 | |
| | | | | | | | | | | | | |
| End of year* | | $ | 169,206,227 | | | $ | 159,211,306 | | | $ | 162,994,838 | |
| | | | | | | | | | | | | |
| * Includes (overdistributed) and undistributed net investment income of: | | | $(100,403 | ) | | | $173,768 | | | | $348,916 | |
| | | | | | | | | | | | | |
| | |
| † | | For the period November 1, 2009 through December 31, 2009. |
See Notes to Financial Statements.
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 17
Financial highlights
FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT
EACH YEAR ENDED DECEMBER 31, UNLESS OTHERWISE NOTED:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 20091 | | | 20092 | | | 20082 | | | 20072 | | | 20062,3 | | | 20052,3 | |
NET ASSET VALUE,
BEGINNING OF PERIOD | | | $13.36 | | | | $11.27 | | | | $17.75 | | | | $15.39 | | | | $14.51 | | | | $13.15 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| INCOME (LOSS) FROM OPERATIONS: |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | 0.01 | | | | 0.03 | | | | 0.02 | | | | 0.02 | | | | 0.02 | | | | 0.06 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net realized and unrealized gain (loss) | | | 1.39 | | | | 2.10 | | | | (6.49 | ) | | | 2.36 | | | | 0.88 | | | | 1.35 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total income (loss) from operations | | | 1.40 | | | | 2.13 | | | | (6.47 | ) | | | 2.38 | | | | 0.90 | | | | 1.41 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | (0.03 | ) | | | (0.04 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.02 | ) | | | (0.05 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.03 | ) | | | (0.04 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.02 | ) | | | (0.05 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE,
END OF PERIOD | | | $14.73 | | | | $13.36 | | | | $11.27 | | | | $17.75 | | | | $15.39 | | | | $14.51 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total return4 | | | 10.52 | % | | | 19.00 | % | | | (36.48 | )% | | | 15.51 | % | | | 6.20 | % | | | 10.74 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSETS,
END OF PERIOD (MILLIONS) | | | $169 | | | | $159 | | | | $163 | | | | $326 | | | | $332 | | | | $378 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross expenses | | | 0.92 | %5 | | | 0.85 | % | | | 0.88 | % | | | 0.83 | %6 | | | 0.81 | % | | | 0.79 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net expenses | | | 0.92 | 5,7 | | | 0.81 | 7,8,9 | | | 0.78 | 8,9 | | | 0.76 | 6,8,9 | | | 0.81 | 8 | | | 0.79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | 0.42 | 5 | | | 0.25 | | | | 0.16 | | | | 0.12 | | | | 0.13 | | | | 0.43 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| PORTFOLIO TURNOVER RATE | | | 2 | % | | | 28 | % | | | 28 | % | | | 12 | % | | | 12 | % | | | 20 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| 1 | | For the period November 1, 2009 through December 31, 2009. |
| |
| 2 | | For the year ended October 31. |
| |
| 3 | | Represents a share of capital stock outstanding prior to April 30, 2007. |
| |
| 4 | | 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. |
| |
| 5 | | Annualized. |
| |
| 6 | | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Portfolio during the period. Without these fees, the gross and net expense ratios would have been 0.82% and 0.75%, respectively. |
| |
| 7 | | As a result of an expense limitation, effective September 18, 2009 through December 31, 2011, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets of Class I shares will not exceed 1.00%. |
| |
| 8 | | Reflects fee waivers and/or expense reimbursements. |
| |
| 9 | | As a result of a contractual expense limitation, until March 1, 2009, the ratio of expenses, other than brokerage, taxes and extraordinary expenses, to average net assets of Class I shares would not exceed 0.78%. |
See Notes to Financial Statements.
18 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Notes to financial statements
1. Organization and significant accounting policies
Legg Mason ClearBridge Variable Large Cap Growth Portfolio (the “Portfolio”) is a separate diversified investment series of the 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.
Shares of the Portfolio 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 pensions or other qualified plans.
The following are significant accounting policies consistently followed by the Portfolio 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. Subsequent events have been evaluated through February 16, 2010, the issuance date of the financial statements.
(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, which 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 Portfolio calculates its net asset value, the Portfolio values these securities at fair value as determined in accordance with procedures approved by the Portfolio’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
The Portfolio has adopted Financial Accounting Standards Board Codification Topic 820 (“ASC Topic 820”). ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Portfolio’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 19
Notes to financial statements continued
| | |
| | • | Level 1 — quoted prices in active markets for identical investments |
| |
| | • | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| |
| | • | Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The Portfolio uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of the security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to convert future amounts to a single present amount.
The following is a summary of the inputs used in valuing the Portfolio’s assets carried at fair value:
| | | | | | | | | | | | | | | | | |
| | | | | OTHER SIGNIFICANT
| | SIGNIFICANT
| | |
| | | | | OBSERVABLE
| | UNOBSERVABLE
| | |
| | | QUOTED PRICES
| | INPUTS
| | INPUTS
| | |
| DESCRIPTION | | (LEVEL 1) | | (LEVEL 2) | | (LEVEL 3) | | TOTAL |
| Common stocks†: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Health care | | $ | 28,554,673 | | | $ | 5,171,532 | | | | — | | | $ | 33,726,205 | |
| | | | | | | | | | | | | | | | | |
| Other common stocks | | | 132,489,030 | | | | — | | | | — | | | | 132,489,030 | |
| | | | | | | | | | | | | | | | | |
| Total common stocks | | $ | 161,043,703 | | | $ | 5,171,532 | | | | — | | | $ | 166,215,235 | |
| | | | | | | | | | | | | | | | | |
| Short-term investment† | | | — | | | | 3,444,000 | | | | — | | | | 3,444,000 | |
| | | | | | | | | | | | | | | | | |
| Total investments | | $ | 161,043,703 | | | $ | 8,615,532 | | | | — | | | $ | 169,659,235 | |
| | | | | | | | | | | | | | | | | |
| | |
| † | | See Schedule of Investments for additional detailed categorizations. |
(b) Repurchase agreements. The Portfolio may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, a portfolio takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and of the portfolio to resell, the obligation at an agreed-upon price and time, thereby determining the yield during a Portfolio’s holding period. When entering into repurchase agreements, it is the portfolio’s policy that its custodian or a third party custodian, acting on the Portfolio’s behalf, 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 maturity exceeds one business day, the value of the collateral is marked to
20 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
market and measured against the value of the agreement to ensure the adequacy of the collateral. If the counterparty defaults, the Portfolio generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Portfolio seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Portfolio may be delayed or limited.
(c) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Portfolio does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(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. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Portfolio determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or credit event occurs
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 21
Notes to financial statements continued
by the issuer, the Portfolio may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.
(e) 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 Portfolio are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(f) Federal and other taxes. It is the Portfolio’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Portfolio intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal income tax provision is required in the Portfolio’s financial statements.
Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of December 31, 2009, no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by Internal Revenue Service and state departments of revenue.
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(g) 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 value per share. During the current year, the following reclassifications have been made:
| | | | | | | | | |
| | | OVERDISTRIBUTED NET
| | PAID-IN
|
| | | INVESTMENT INCOME | | CAPITAL |
| (a) | | $ | 9,608 | | | $ | (9,608 | ) |
| | | | | | | | | |
| | |
| (a) | | Reclassifications are primarily due to a taxable overdistribution. |
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager and ClearBridge Advisors, LLC (“ClearBridge”) is the Portfolio’s subadviser, LMPFA and ClearBridge are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
22 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Under the investment management agreement, the Portfolio pays an investment management fee, calculated daily and paid monthly, in accordance with the following breakpoint schedule:
| | | | | |
| AVERAGE DAILY NET ASSETS | | ANNUAL RATE |
| First $1 billion | | | 0.750 | % |
| | | | | |
| Next $1 billion | | | 0.725 | |
| | | | | |
| Next $3 billion | | | 0.700 | |
| | | | | |
| Next $5 billion | | | 0.675 | |
| | | | | |
| Over $10 billion | | | 0.650 | |
| | | | | |
LMPFA provides administrative and certain oversight services to the Portfolio. LMPFA delegates to the subadviser the day-to-day portfolio management of the Portfolio, except for the management of cash and short-term instruments. For its services, LMPFA pays ClearBridge 70% of the net management fee it receives from the Portfolio.
For the year ended October 31, 2009, LMPFA waived a portion of its fee in the amount of $56,592.
As a result of an expense limitation, effective September 18, 2009 through December 31, 2011, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets of Class I shares will not exceed 1.00%. This expense limitation cannot be terminated prior to December 31, 2011 without the Board of Trustee’s consent.
The manager is permitted to recapture amounts previously forgone or reimbursed to the Portfolio during the same fiscal year if the Portfolio’s total annual operating expenses have fallen to a level below an expense limitation (“expense cap”). In no case will the manager recapture any amount that would result, on any particular business day of the Portfolio, in the Portfolio’s total annual operating expenses exceeding the expense cap.
Legg Mason Investor Services, LLC, a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Portfolio’s sole and exclusive distributor.
Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
3. Investments
During the period November 1, 2009 through December 31, 2009, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| | | | | |
| Purchases | | $ | 3,340,571 | |
| | | | | |
| Sales | | | 11,648,991 | |
| | | | | |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 23
Notes to financial statements continued
At December 31, 2009, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
| | | | | |
| Gross unrealized appreciation | | $ | 54,574,982 | |
| | | | | |
| Gross unrealized depreciation | | | (17,456,354 | ) |
| | | | | |
| Net unrealized appreciation | | $ | 37,118,628 | |
| | | | | |
4. Derivative instruments and hedging activities
Financial Accounting Standards Board Codification Topic 815 (“ASC Topic 815”) requires enhanced disclosure about an entity’s derivative and hedging activities.
During the period November 1, 2009 through December 31, 2009, the Portfolio did not invest in any derivative instruments.
5. Shares of beneficial interest
At December 31, 2009, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Portfolio has the ability to issue multiple classes of shares. Each share represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.
Transactions in shares of the Portfolio were as follows:
| | | | | | | | | | | | | |
| | | PERIOD ENDED
| | YEAR ENDED
| | YEAR ENDED
|
| | | DECEMBER 31, 2009† | | OCTOBER 31, 2009 | | OCTOBER 31, 2008 |
| Shares sold | | | 10,146 | | | | 247,351 | | | | 256,992 | |
| | | | | | | | | | | | | |
| Shares issued on reinvestment | | | 27,285 | | | | 53,140 | | | | 7,458 | |
| | | | | | | | | | | | | |
| Shares repurchased | | | (466,702 | ) | | | (2,837,974 | ) | | | (4,185,819 | ) |
| | | | | | | | | | | | | |
| Net decrease | | | (429,271 | ) | | | (2,537,483 | ) | | | (3,921,369 | ) |
| | | | | | | | | | | | | |
| | |
| † | | For the period November 1, 2009 through December 31, 2009 |
6. Income tax information and distributions to shareholders
The tax character of distributions paid during the taxable period ended December 31, and the taxable years ended October 31, respectively, were as follows:
| | | | | | | | | | | | | |
| | | DECEMBER 31, 2009 | | OCTOBER 31, 2009 | | OCTOBER 31, 2008 |
| Distributions Paid From: | | | | | | | | | | | | |
| Ordinary income | | $ | 400,005 | | | $ | 550,001 | | | $ | 125,005 | |
| | | | | | | | | | | | | |
24 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
As of December 31, 2009, the components of accumulated earnings on a tax basis were as follows:
| | | | | |
| Capital loss carryforward* | | $ | (26,869,579 | ) |
| | | | | |
| Other book/tax temporary differences(a) | | | (100,403 | ) |
| | | | | |
| Unrealized appreciation/(depreciation)(b) | | | 37,121,130 | |
| | | | | |
| Total accumulated earnings/(losses) — net | | $ | 10,151,148 | |
| | | | | |
| | |
| * | | During the taxable period ended December 31, 2009, the Portfolio utilized $2,782,147 of its capital loss carryover available from prior years. As of December 31, 2009, the Portfolio had the following net capital loss carryforwards remaining: |
| | | | | |
| YEAR OF EXPIRATION | | AMOUNT |
| 12/31/2010 | | $ | (7,281,115 | ) |
| | | | | |
| 12/31/2011 | | | (5,656,900 | ) |
| | | | | |
| 12/31/2012 | | | (13,234,775 | ) |
| | | | | |
| 12/31/2015 | | | (696,789 | ) |
| | | | | |
| | | $ | (26,869,579 | ) |
| | | | | |
| | |
| | These amounts will be available to offset any future taxable capital gains. |
| |
| (a) | | Other book/tax temporary differences are attributable primarily to the book/tax differences in the timing of the deductibility of various expenses. |
| |
| (b) | | The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales. |
7. Regulatory matters
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”), a wholly-owned subsidiary of Legg Mason and the then investment adviser or manager to the Portfolio, and Citigroup Global Markets Inc. (“CGM”), a former distributor of the Portfolio, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds, including the Portfolio (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 there under (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-
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 25
Notes to financial statements continued
transfer agent to the affiliated transfer agent in exchange for. among other things, 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 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 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. 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, LMPFA 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.
26 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
8. Legal matters
Beginning in May 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM, a former distributor of the Portfolio, and other affiliated funds (collectively, the “Funds”) 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 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 and SBFM 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 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
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 27
Notes to financial statements continued
similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint.
On December 3, 2007, the court granted the Defendants’ motion to dismiss, with prejudice. On January 2, 2008, the plaintiffs filed a notice of appeal to the Second Circuit Court of Appeals. The appeal was fully briefed and oral argument before the U.S. Court of Appeals for the Second Circuit took place on March 5, 2009. The parties currently are awaiting a decision from the U.S. Court of Appeals for the Second Circuit.
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.
* * *
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM by the SEC. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the adviser for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
The five actions were subsequently consolidated, and a consolidated complaint was filed. On September 26, 2007, the U.S. District Court for the Southern District of New York issued an order dismissing the consolidated complaint, and judgment was entered. An appeal was filed with the U.S. Court of Appeals for the Second Circuit. After full briefing, oral argument before the U.S. Court of Appeals for the Second Circuit took place on March 4, 2009. On February 16, 2010, the U.S. Court of Appeals for the Second Circuit issued its opinion affirming the dismissal, in part, and vacating and remanding, in part. The opinion affirmed the dismissal with prejudice of plaintiffs’ claim pursuant to Section 36(b) of the Investment Company Act but vacated the dismissal of the Section 10(b) securities fraud claim. The case has been remanded to Judge Pauley of the U.S. District Court for the Southern District of New York.
28 Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report
Report of independent registered public accounting firm
The Board of Trustees and Shareholders
Legg Mason Partners Variable Equity Trust:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Legg Mason ClearBridge Variable Large Cap Growth Portfolio, a series of Legg Mason Partners Variable Equity Trust, as of December 31, 2009, and the related statements of operations for the period from November 1, 2009 to December 31, 2009 and for the year ended October 31, 2009, the statements of changes in net assets for the period from November 1, 2009 to December 31, 2009 and for each of the years in the two-year period ended October 31, 2009, and the financial highlights for the period from November 1, 2009 to December 31, 2009 and each of the years in the five-year period ended October 31, 2009. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian and broker. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Legg Mason ClearBridge Variable Large Cap Growth Portfolio as of December 31, 2009, and the results of its operations, the changes in its net assets, and the financial highlights for the periods described above, in conformity with U.S. generally accepted accounting principles.
New York, New York
February 16, 2010
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 2009 Annual Report 29
Board approval of management and subadvisory
agreements (unaudited)
At a meeting of the Trust’s Board of Trustees, the Board considered the re-approval for an annual period of the management agreement of Legg Mason ClearBridge Variable Large Cap Growth Portfolio (the “Fund”), pursuant to which Legg Mason Partners Fund Advisor, LLC (the “Manager”) provides the Fund with investment advisory and administrative services, and the Fund’s sub-advisory agreement, pursuant to which ClearBridge Advisors, LLC (the “Sub-Adviser”) provides day-to-day management of the Fund’s portfolio. (The management agreement and sub-advisory agreement are collectively referred to as the “Agreements.”) The Manager and the Sub-Adviser are wholly-owned subsidiaries of Legg Mason, Inc. The Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)) of the Fund were assisted in their review by Fund counsel and independent legal counsel and met with independent legal counsel in executive sessions separate from representatives of the Manager and the Sub-Adviser. The Independent Trustees requested and received information from the Manager and the Sub-Adviser they deemed reasonably necessary for their review of the Agreements and the performance of the Manager and the Sub-Adviser. Included was information about the Manager, the Sub-Adviser and the Fund’s distributor (including any distributors affiliated with the Fund during the past two years), as well as the management, sub-advisory and distribution arrangements for the Fund and other funds overseen by the Board. This information was initially reviewed by a special committee of the Independent Trustees and then by the full Board.
In voting to approve the Agreements, the Independent Trustees considered whether the approval of the Agreements would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below.
Nature, extent and quality of the services provided to the fund under the management agreement and sub-advisory agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Sub-Adviser under the Management Agreement and Sub-Advisory Agreement, respectively, during the past year. The Trustees also considered the Manager’s supervisory activities over the Sub-Adviser. In addition, the Independent Trustees received and considered other information regarding the administrative and other services rendered to the Fund and its shareholders by the Manager. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Fund’s affairs, including the management of cash and short-term instruments, and the Manager’s role in coordinating the activities of the Sub-Adviser and the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Sub-Adviser took into account the Board’s knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment
30 Legg Mason ClearBridge Variable Large Cap Growth Portfolio
management and other capabilities of the Manager and the Sub-Adviser and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the Fund’s expanded compliance programs. The Board reviewed information received from the Manager and the Fund’s Chief Compliance Officer regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended.
The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board considered the degree to which the Manager implemented organizational changes to improve investment results and the services provided to the Legg Mason fund complex. The Board also considered, based on its knowledge of the Manager and the Manager’s affiliates, the financial resources available to the Manager’s parent organization, Legg Mason, Inc.
The Board also considered the division of responsibilities between the Manager and the Sub-Adviser and the oversight provided by the Manager. The Board also considered the Manager’s and the Sub-Adviser’s brokerage policies and practices, the standards applied in seeking best execution, the Manager’s policies and practices regarding soft dollars, and the existence of quality controls applicable to brokerage allocation procedures. In addition, management also reported to the Board on, among other things, its business plans, recent organizational changes, portfolio manager compensation plan and policy regarding portfolio managers’ ownership of fund shares.
The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the respective Agreement by the Manager and the Sub-Adviser.
Fund performance
The Board received and reviewed performance information for the Fund and for large-cap growth funds underlying variable insurance products (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Trustees noted that they also had received and discussed with management information at periodic intervals comparing the Fund’s performance to that of its benchmark index. The information comparing the Fund’s performance to that of the Performance Universe was for the one-, three-, five- and ten-year periods ended June 30, 2009. The Fund performed better than the median for the one-, three- and ten-year periods, but performed below the median for the five-year
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 31
Board approval of management and subadvisory
agreements (unaudited) continued
period. The Board also reviewed performance information provided by the Manager for periods ended September 30, 2009, which showed the Fund’s performance was competitive compared to the Lipper category average during the third quarter. The Trustees noted that the portfolio manager responsible for managing the Fund during the periods under review had recently retired and that, prior to his retirement, the Board appointed additional portfolio managers who are experienced. The Trustees also noted that the Manager was committed to providing the resources necessary to assist the new portfolio managers and continue to improve Fund performance. Based on its review, the Board generally was satisfied with the Fund’s performance and management’s efforts to continue to improve performance going forward. The Board determined to continue to evaluate the Fund’s performance and directed the Independent Trustees’ performance committee to continue to periodically review Fund performance with the Manager and report to the full Board during periods between Board meetings.
Management fees and expense ratios
The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Sub-Adviser, respectively. The Board noted that the Manager, and not the Fund, pays the sub-advisory fee to the Sub-Adviser and, accordingly, that the retention of the Sub-Adviser does not increase the fees and expenses incurred by the Fund. In addition, because of the Manager’s fee waiver and/or expense reimbursement arrangement in effect for the Fund, which partially reduced the management fee paid to the Manager, the Board also reviewed and considered the actual management fee rate (after taking into account waivers and reimbursements) (“Actual Management Fee”).
The Board also reviewed information regarding the fees the Manager and the Sub-Adviser charged any of their U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in the scope of services provided to the Fund and to such other clients, noting that the Fund is provided with regulatory compliance and administrative services, office facilities and Fund officers (including the Fund’s chief financial, chief legal and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers, including the Sub-Adviser. The Board considered the fee comparisons in light of the scope of services required to manage these different types of accounts.
The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes. Management also discussed with the Board the Fund’s
32 Legg Mason ClearBridge Variable Large Cap Growth Portfolio
distribution arrangements, including how amounts received by the Fund’s distributors are expended, and the fees received and expenses incurred in connection with such arrangements by affiliates of the Manager.
Additionally, the Board received and considered information comparing the Fund’s Contractual Management Fee and Actual Management Fee and the Fund’s overall expense ratio with those of a group of 16 large-cap growth funds underlying variable insurance products selected by Lipper as comparable to the Fund (the “Expense Group”), and a broader group of funds selected by Lipper consisting of all large-cap growth funds underlying variable insurance products (the “Expense Universe”). This information showed that the Fund’s Contractual Management Fee and Actual Management Fee were lower than the median of management fees paid by the other funds in the Expense Group and lower than the average management fee paid by the other funds in the Expense Universe, and that the Fund’s actual total expense ratio was lower than the median of the total expense ratios of the funds in the Expense Group and lower than the average total expense ratio of the funds in the Expense Universe. The Trustees noted that the current limitation on the Fund’s expenses is expected to continue through December 31, 2011.
Manager profitability
The Board received and considered a profitability analysis of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason Partners fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed the Manager’s methodology. The Board also noted the profitability percentage ranges determined by appropriate court cases to be reasonable given the services rendered to investment companies. The Board determined that the Manager’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.
Economies of scale
The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund as the Fund’s assets grow, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders.
The Board noted that the Manager instituted breakpoints in the Fund’s Contractual Management Fee, reflecting the potential for reducing the Contractual Management Fee as the Fund’s assets grow. The Board noted that the Fund’s assets had not yet reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered. The Board
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 33
Board approval of management and subadvisory
agreements (unaudited) continued
noted, however, that the Contractual Management Fee increases the potential for sharing economies of scale with shareholders as the Fund’s assets grow than if no breakpoints were in place. The Board also noted that as the Fund’s assets increase over time, the Fund and its shareholders should realize economies of scale as certain expenses, such as fixed fund fees, become a smaller percentage of overall assets. The Board noted that it appeared that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources.
Taking all of the above into consideration, the Board determined that the management fee was reasonable in light of the comparative performance and expense information and the nature, extent and quality of the services provided to the Fund under the Agreements.
Other benefits to the manager
The Board considered other benefits received by the Manager and its affiliates, including the Sub-Adviser, as a result of the Manager’s relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders.
In light of the costs of providing investment management and other services to the Fund and the Manager’s ongoing commitment to the Fund, the profits and other ancillary benefits that the Manager and its affiliates received were considered reasonable.
Based on their discussions and considerations, including those described above, the Trustees approved the Management Agreement and the Sub-Advisory Agreement to continue for another year.
No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreement.
34 Legg Mason ClearBridge Variable Large Cap Growth Portfolio
Additional information (unaudited)
Information about Trustees and Officers
The business and affairs of Legg Mason ClearBridge Variable Large Cap Growth Portfolio (the “Portfolio”) are managed under the direction of the Board of Trustees. The current Trustees, including the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the Portfolio (the “Independent Trustees”), and executive officers of the Portfolio, their years of birth, their principal occupations during at least the past five years (their titles may have varied during that period), the number of funds associated with Legg Mason the Trustees oversee, and other board memberships they hold are set forth below. The address of each Trustee is c/o R. Jay Gerken, 620 Eighth Avenue, New York, New York 10018.
The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling Funds Investor Services at 1-800-822-5544 or Institutional Shareholder Services at 1-888-425-6432.
| | | |
INDEPENDENT TRUSTEES |
| PAUL R. ADES |
| | | |
| Birth year | | 1940 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1983 |
| | | |
Principal
occupation(s) during
past five years | | Law Firm of Paul R. Ades, PLLC (since 2000) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
| ANDREW L. BREECH |
| | | |
| Birth year | | 1952 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1991 |
| | | |
Principal
occupation(s) during
past five years | | President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 35
Additional information (unaudited) continued
Information about Trustees and Officers
| | | |
| DWIGHT B. CRANE |
| | | |
| Birth year | | 1937 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1981 |
| | | |
Principal
occupation(s) during
past five years | | Professor Emeritus, Harvard Business School (since 2007); formerly, Professor, Harvard Business School (1969 to 2007); Independent Consultant (since 1969) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
| ROBERT M. FRAYN, JR.* |
| | | |
| Birth year | | 1934 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1981 |
| | | |
Principal
occupation(s) during
past five years | | Retired; formerly, President and Director, Book Publishing Co.
(1970 to 2002) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
| FRANK G. HUBBARD |
| | | |
| Birth year | | 1937 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1993 |
| | | |
Principal
occupation(s) during
past five years | | President, Avatar International, Inc. (business development) (since 1998) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
36 Legg Mason ClearBridge Variable Large Cap Growth Portfolio
| | | |
| HOWARD J. JOHNSON |
| | | |
| Birth year | | 1938 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | From 1981 to 1998 and 2000 to Present |
| | | |
Principal
occupation(s) during
past five years | | Chief Executive Officer, Genesis Imaging LLC (technology company) (since 2003) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
| DAVID E. MARYATT |
| | | |
| Birth year | | 1936 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1983 |
| | | |
Principal
occupation(s) during
past five years | | Private Investor; President and Director, ALS Co. (real estate management and development firm) (since 1992) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
| JEROME H. MILLER |
| | | |
| Birth year | | 1938 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1995 |
| | | |
Principal
occupation(s) during
past five years | | Retired |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 37
Additional information (unaudited) continued
Information about Trustees and Officers
| | | |
| KEN MILLER |
| | | |
| Birth Year | | 1942 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1983 |
| | | |
Principal
occupation(s) during
past five years | | President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (since 1963) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| | | |
| JOHN J. MURPHY |
| | | |
| Birth year | | 1944 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 2002 |
| | | |
Principal
occupation(s) during
past five years | | Founder and Senior Principal, Murphy Capital Management (investment management) (since 1983) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | Director, Nicholas Applegate Institutional Funds (since 2005); Trustee. Consulting Group Capital Markets Funds (since 2002); Trustee, UBS Funds (since 2008); formerly, Director, Atlantic Stewardship Bank (2004 to 2005); formerly, Director, Barclays International Funds Group Ltd. and affiliated companies (1983 to 2003) |
| | | |
| THOMAS F. SCHLAFLY |
| | | |
| Birth year | | 1948 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1983 |
| | | |
Principal
occupation(s) during
past five years | | President, The Saint Louis Brewery, Inc. (brewery) (since 1989); Partner, Thompson Coburn LLP (law firm) (since 2009); Of Counsel, Husch Blackwell Sanders LLP (law firm) and its predecessor firms (prior to May 2009) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | Director, Citizens National Bank of Greater St. Louis, (since 2006) |
| | | |
38 Legg Mason ClearBridge Variable Large Cap Growth Portfolio
| | | |
| JERRY A. VISCIONE |
| | | |
| Birth year | | 1944 |
| | | |
Position(s) held
with Fund1 | | Trustee |
| | | |
Term of office1 and
length of time served2 | | Since 1993 |
| | | |
Principal
occupation(s) during
past five years | | Retired |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 54 |
| | | |
Other board member-
ships held by Trustee | | None |
| |
| INTERESTED TRUSTEE |
| R. JAY GERKEN, CFA3 |
| | | |
| Birth year | | 1951 |
| | | |
Position(s) held
with Fund1 | | Trustee, President, Chairman, and Chief Executive Officer |
| | | |
Term of office1 and
length of time served2 | | Since 2002 |
| | | |
Principal
occupation(s) during
past five years | | Managing Director, Legg Mason & Co., LLC; Chairman of the Board and Trustee/Director of 147 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and its affiliates; President of LMPFA (since 2006); Chairman, President and Chief Executive Officer (“CEO”) of certain mutual funds associated with Legg Mason, Inc. or its affiliates; President and CEO, Smith Barney Fund Management LLC and Chairman, President and CEO, Citi Fund Management, Inc. (“CFM”) (formerly registered investment advisers) (since 2002); formerly, Managing Director of Citigroup Global Markets Inc. (1989 to 2006); formerly, Chairman, President and CEO, Travelers Investment Adviser Inc. (2002 to 2005) |
| | | |
Number of portfolios
in fund complex over-
seen by Trustee | | 134 |
| | | |
Other board member-
ships held by Trustee | | Former Trustee, Consulting Group Capital Markets Funds
(2002 to 2006) |
| |
| OFFICERS |
KAPREL OZSOLAK
Legg Mason
55 Water Street, New York, NU 10041 |
| | | |
| Birth year | | 1965 |
| | | |
Position(s) held
with Fund1 | | Chief Financial Officer and Treasurer |
| | | |
Term of office1 and
length of time served2 | | Since 2004 |
| | | |
Principal
occupation(s) during
past five years | | Director of Legg Mason; Chief Financial Officer and Treasurer of certain mutual funds associated with Legg Mason; formerly, Controller of certain mutual funds associated with certain predecessor firms of Legg Mason (2002 to 2004) |
| | | |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 39
Additional information (unaudited) continued
Information about Trustees and Officers
| | | |
| | | |
TED P. BECKER
Legg Mason
620 Eighth Avenue, New York, NY 10018 |
| | | |
| Birth year | | 1951 |
| | | |
Position(s) held
with Fund1 | | Chief Compliance Officer |
| | | |
Term of office1 and
length of time served2 | | Since 2006 |
| | | |
Principal
occupation(s) during
past five years | | Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance at Legg Mason (since 2005); Chief Compliance Officer with certain mutual funds associated with Legg Mason, LMPFA and certain affiliates (since 2006); formerly, Managing Director of Compliance at CAM or its predecessor (2002 to 2005); |
| | | |
JOHN CHIOTA
Legg Mason
100 First Stamford Place, Stamford, CT 06902 |
| | | |
| Birth year | | 1968 |
| | | |
Position(s) held
with Fund1 | | Chief Anti-Money Laundering Compliance Officer/Identity Theft Prevention Officer |
| | | |
Term of office1 and
length of time served2 | | Since 2006/2008 |
| | | |
Principal
occupation(s) during
past five years | | Identity Theft Prevention Officer with certain mutual funds associated with Legg Mason or its affiliates (since 2008); Chief Anti-Money Laundering Compliance Officer with certain mutual funds associated with Legg Mason or its affiliates (since 2006); Vice President of Legg Mason or its predecessor (since 2004); Prior to August 2004, Chief AML Compliance Officer with TD Waterhouse |
| | | |
ROBERT I. FRENKEL
Legg Mason
100 First Stamford Place, Stamford, CT 06902 |
| | | |
| Birth year | | 1954 |
| | | |
Position(s) held
with Fund1 | | Secretary and Chief Legal Officer |
| | | |
Term of office1 and
length of time served2 | | Since 2003 |
| | | |
Principal
occupation(s) during
past five years | | Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessors (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); formerly, Secretary of CFM (2001 to 2004) |
| | | |
40 Legg Mason ClearBridge Variable Large Cap Growth Portfolio
| | | |
THOMAS C. MANDIA
Legg Mason
100 First Stamford Place, Stamford, CT 06902 |
| | | |
| Birth year | | 1962 |
| | | |
Position(s) held
with Fund1 | | Assistant Secretary |
| | | |
Term of office1 and
length of time served2 | | Since 2000 |
| | | |
Principal
occupation(s) during
past five years | | Managing Director and Deputy General Counsel of Legg Mason (since 2005); formerly, Managing Director and Deputy General Counsel for CAM (1992 to 2005) |
| | | |
ALBERT LASKAJ
Legg Mason
55 Water Street, New York, NY 10041 |
| | | |
| Birth year | | 1977 |
| | | |
Position(s) held
with Fund1 | | Controller |
| | | |
Term of office1 and
length of time served2 | | Since 2007 |
| | | |
Principal
occupation(s) during
past five years | | Vice President of Legg Mason (since 2008); Controller of certain mutual funds associated with Legg Mason (since 2007); formerly, Assistant Controller of certain mutual funds associated with Legg Mason (2005 to 2007); formerly, Accounting Manager of certain mutual funds associated with certain predecessor firms of Legg Mason (2003 to 2005) |
| | | |
STEVEN FRANK
Legg Mason
55 Water Street, New York, NY 10041 |
| | | |
| Birth year | | 1967 |
| | | |
Position(s) held
with fund1 | | Controller |
| | | |
Term of office1 and
Length of time served2 | | Since 2005 |
| | | |
Principal
occupation(s) during
past five years | | Vice President of Legg Mason (since 2002); Controller of certain mutual funds associated with Legg Mason or its predecessors (since 2005); formerly, Assistant Controller of certain mutual funds associated with Legg Mason predecessors (2001 to 2005) |
| | | |
| | |
| 1 | | Each Trustee and Officer serves until his or her successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal. |
| |
| 2 | | Indicates the earliest year in which the Trustee or Officer became a Board Member or Officer, as applicable for a fund in the Legg Mason Partners funds complex. |
| |
| 3 | | Mr. Gerken is an “interested person” of the Trust as defined in the 1940 Act, because Mr. Gerken is an officer of LMPFA and certain of its affiliates. |
| |
| * | | Mr. Frayn retired from the Board of Trustees effective December 31, 2009. |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio 41
Important tax information (unaudited)
The following information is provided with respect to the distributions paid during the taxable period ended December 31, 2009:
| | | | | |
| Record date: | | | 12/21/2009 | |
| | | | | |
| Payable date: | | | 12/22/2009 | |
| | | | | |
Dividends qualifying for the dividends
received deduction for corporations | | | 100.00 | % |
| | | | | |
Please retain this information for your records.
42 Legg Mason ClearBridge Variable Large Cap Growth Portfolio
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Legg Mason ClearBridge
Variable Large Cap Growth 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
ClearBridge Advisors, LLC
Distributor
Legg Mason Investor Services, LLC
Custodian
State Street Bank and Trust
Company
Transfer agent
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Independent registered public
accounting firm
KPMG LLP
345 Park Avenue
New York, New York 10154
| |
| * | Mr. Frayn retired from the Board of Trustees effective December 31, 2009. |
Legg Mason ClearBridge Variable Large Cap Growth Portfolio
The Portfolio is a separate investment series of Legg Mason Partners Variable Equity Trust, a Maryland business trust.
LEGG MASON CLEARBRIDGE VARIABLE LARGE CAP GROWTH PORTFOLIO
Legg Mason Funds
55 Water Street
New York, New York 10041
The Portfolio 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 Portfolio’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Portfolio’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 Portfolio, shareholders can call Funds Investor Services at 1-800-822-5544 or Institutional Shareholder Services at 1-888-425-6432.
Information on how the Portfolio 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 Portfolio uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling Funds Investor Services at 1-800-822-5544 or Institutional Shareholder Services at 1-888-425-6432, (2) on the Portfolio’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of Legg Mason ClearBridge Variable Large Cap Growth Portfolio. This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a current prospectus.
Investors should consider the Portfolio’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Portfolio. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
ã©2010 Legg Mason Investor Services, LLC
Member FINRA, SIPC
Privacy policy
We are committed to keeping nonpublic personal information about you secure and confidential. This notice is intended to help you understand how we fulfill this commitment. From time to time, we may collect a variety of personal information about you, including:
| | |
| • | Information we receive from you on applications and forms, via the telephone, and through our websites; | |
| |
| • | Information about your transactions with us, our affiliates, or others (such as your purchases, sales, or account balances); and | |
| |
| • | Information we receive from consumer reporting agencies. |
We do not disclose nonpublic personal information about our customers or former customers, except to our affiliates (such as broker-dealers or investment advisers within the Legg Mason family of companies) or as is otherwise permitted by applicable law or regulation. For example, we may share this information with others in order to process your transactions or service an account. We may also provide this information to companies that perform marketing services on our behalf, such as printing and mailing, or to other financial institutions with whom we have joint marketing agreements. When we enter into such agreements, we will require these companies to protect the confidentiality of this information and to use it only to perform the services for which we hired them.
With respect to our internal security procedures, we maintain physical, electronic, and procedural safeguards to protect your nonpublic personal information, and we restrict access to this information.
If you decide at some point either to close your account(s) or become an inactive customer, we will continue to adhere to our privacy policies and practices with respect to your nonpublic personal information.
NOT PART OF THE ANNUAL REPORT
| | | |
BUILT TO WINSM | |  |
At Legg Mason, we’ve assembled a collection of experienced investment management firms and empowered each of them with the tools, the resources and, most importantly, the independence to pursue the strategies they know best.
• Each was purposefully chosen for their commitment to investment excellence.
• Each is focused on specific investment styles and asset classes.
• Each exhibits thought leadership in their chosen area of focus.
Together, we’ve built a powerful portfolio of solutions for financial advisors and their clients. And it has made us a world leader in money management.*
| | | |
| | * | Ranked eleventh-largest money manager in the world, according to Pensions & Investments, May 18, 2009, based on 12/31/08 worldwide assets under management. | |
www.leggmason.com/individualinvestors
©2010 Legg Mason Investor Services, LLC Member FINRA, SIPC
FDXX010538 2/10 SR10-1013
NOT PART OF THE ANNUAL REPORT
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Directors of the registrant has determined that Jerry A. Viscione possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Viscione as the Audit Committee’s financial expert. Mr. Viscione is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
a) Audit Fees. The aggregate fees billed in the previous fiscal years ending October 31, 2008, October 31, 2009 and December 31, 2009 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $146,300 in October 31, 2008, $152,500 in October 31, 2009 and $147,400 in December 31, 2009.
b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in October 31, 2008, $149 in October 31, 2009 and $1,427 in December 31, 2009. These services consisted of procedures performed in connection with the Re-domiciliation of the various reviews of Prospectus supplements, and consent issuances related to the N-1A filings for the Legg Mason Partners Variable Equity Trust.
In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Legg Mason Partners Variable Equity Trust (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to July 6, 2003 services provided by the Auditor were not required to be pre-approved).
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $30,750 in October 31, 2008, $18,500 in October 31, 2009 and $0 in December 31, 2009. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.
d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Legg Mason Partners Variable Equity Trust.
All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Legg Mason Partners Variable Equity Trust requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) For the Legg Mason Partners Variable Equity Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100%, 100% and 100% for October 31, 2008, October 31, 2009 and December 31, 2009; Tax Fees were 100%, 100% and 100% for October 31, 2008, October 31, 2009 and December 31, 2009; and Other Fees were 100%, 100% and 100% for October 31, 2008, October 31, 2009 and December 31, 2009.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Variable Equity Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Partners Variable Equity Trust during the reporting period were $0 in 2009.
(h) Yes. Legg Mason Partners Variable Equity Trust’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Legg Mason Partners Variable Equity Trust or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
| | a) | | The independent board members are acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act. The Audit Committee consists of the following Board members: |
Paul R. Ades
Andrew L. Breech
Dwight B. Crane
Robert M. Frayn, Jr.
Frank G. Hubbard
Howard J. Johnson
David E. Maryatt
Jerome H. Miller
Ken Miller
John J. Murphy
Thomas F. Schlafly
Jerry A. Viscione
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. |
| |
| | (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) Code of Ethics attached hereto.
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 | | |
| | | | | |
| By: | | /s/ R. Jay Gerken (R. Jay Gerken) | | |
| | | Chief Executive Officer of | | |
| | | Legg Mason Partners Variable Equity Trust | | |
Date: February 25, 2010
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.
| | | | | |
| By: | | /s/ R. Jay Gerken | | |
| | | (R. Jay Gerken) | | |
| | | Chief Executive Officer of | | |
| | | Legg Mason Partners Variable Equity Trust | | |
| | | | | |
| Date: February 25, 2010 | | |
| | | | | |
| By: | | /s/ Kaprel Ozsolak | | |
| | | (Kaprel Ozsolak) | | |
| | | Chief Financial Officer of | | |
| | | Legg Mason Partners Variable Equity Trust | | |
| | | | | |
| Date: February 25, 2010 | | |
