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 811-22338
Legg Mason Global Asset Management Trust
(Exact name of registrant as specified in charter)
620 Eighth Avenue,
49th Floor, New York, NY 10018
(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: 1-877-721-1926
Date of fiscal year end: December 31
Date of reporting period: December 31, 2013
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.

| | |
Annual Report | | December 31, 2013 |
LEGG MASON
BATTERYMARCH
EMERGING
MARKETS
TRUST

|
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
Fund objective
The Fund seeks long-term capital appreciation.
Letter from the president

Dear Shareholder,
We are pleased to provide the annual report of Legg Mason Batterymarch Emerging Markets Trust for the twelve-month reporting period ended December 31, 2013. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.
As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.leggmason.com/individualinvestors. Here you can gain immediate access to market and investment information, including:
Ÿ | | Fund prices and performance, |
Ÿ | | Market insights and commentaries from our portfolio managers, and |
Ÿ | | A host of educational resources. |
We look forward to helping you meet your financial goals.
Sincerely,

Kenneth D. Fuller
President and Chief Executive Officer
January 31, 2014
| | |
II | | Legg Mason Batterymarch Emerging Markets Trust |
Investment commentary
Economic review
The U.S. economy continued to grow over the twelve months ended December 31, 2013 (the “reporting period”). Looking back, U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce, was 1.1% during the first quarter of 2013. The economic expansion then accelerated, as GDP growth was 2.5% during the second quarter. This was partially due to increases in exports and non-residential fixed investments, along with a smaller decline in federal government spending versus the previous quarter. The economy gained further momentum during the third quarter, with GDP growth of 4.1%, its best reading since the fourth quarter of 2011. Stronger growth was driven, in part, by an increase in private inventory investment, a deceleration in imports and accelerating state and local government spending. The U.S. Department of Commerce’s initial reading for fourth quarter 2013 GDP growth, released after the reporting period ended, was 3.2%. Slower growth was due to several factors, including a deceleration in private inventory investment, declining federal government spending and less residential fixed investments.
The U.S. job market improved during the reporting period, although unemployment remained elevated from a historical perspective. When the period began, unemployment, as reported by the U.S. Department of Labor, was 7.9%. Unemployment fell to 7.7% in February 2013 and generally edged lower over the remainder of the period, falling to 6.7% in December. This represented the lowest level since October 2008. However, falling unemployment during the period was partially due to a decline in the workforce participation rate, which was 62.8% in December, its lowest level since 1978. In addition, the number of longer-term unemployed continues to be high, as roughly 37.7% of the 10.4 million Americans looking for work in December 2013 had been out of work for more than six months.
While sales of existing-homes declined at times throughout the reporting period given rising mortgage rates, they moved higher at the end of the year. According to the National Association of Realtors (“NAR”), existing-home sales rose 1.0% on a seasonally adjusted basis in December 2013 versus the previous month, although they were 0.6% lower than in December 2012. However, existing homes sales in 2013 were 9.1% higher than the previous year and 2013’s sales were the strongest since 2006. In addition, the NAR reported that the median existing-home price for all housing types was $198,100 in December 2013, up 9.9% from December 2012. The inventory of homes available for sale in December 2013 was 11% lower than the previous month at a 4.6 month supply at the current sales pace but 1.6% higher than in December 2012.
The manufacturing sector expanded during the majority of the reporting period, although it experienced a temporary soft patch. Based on the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”)ii, manufacturing expanded during the first four months of the reporting period. It then contracted in May 2013, with a PMI of 49.0 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). This represented the PMI’s lowest reading since June 2009. However, the contraction was a short-term setback, as the PMI rose over the next seven months and peaked at 57.3 in November,
| | |
Legg Mason Batterymarch Emerging Markets Trust | | III |
Investment commentary (cont’d)
the best reading since April 2011. The PMI then moderated somewhat in December 2013, edging back to a still strong 57.0.
Growth outside the U.S. generally improved in developed countries. In its January 2014 World Economic Outlook Update, released after the reporting period ended, the International Monetary Fund (“IMF”) stated that “Global activity strengthened during the second half of 2013… activity is expected to improve further in 2014–15, largely on account of recovery in the advanced economies.” From a regional perspective, the IMF anticipates 2014 growth will be 1.0% in the Eurozone, versus -0.4% in 2013. After moderating somewhat in 2013, the IMF projects that overall growth in emerging market countries will improve in 2014, with growth of 5.1% versus 4.7% in 2013. For example, GDP growth in India is projected to move from 4.4% in 2013 to 5.4% in 2014. However, the IMF now projects that growth in China will dip from 7.7% in 2013 to 7.5% in 2014.
The Federal Reserve Board (“Fed”)iii took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As has been the case since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. At its meeting in December 2012, the Fed announced that it would continue purchasing $40 billion per month of agency mortgage-backed securities (“MBS”), as well as initially purchasing $45 billion per month of longer-term Treasuries. At its meeting that ended on June 19, 2013, the Fed did not make any material changes to its official policy statement. However, in a press conference following the meeting, Fed Chairman Bernanke said “…the Committee currently anticipates that it would be appropriate to moderate the monthly pace of purchases later this year.” In a surprise to many investors, at its meeting that ended on September 18, 2013, the Fed did not taper its asset purchase program and said that it “…decided to await more evidence that progress will be sustained before adjusting the pace of its purchases.” At its meeting that concluded on December 18, 2013, the Fed announced that it would begin reducing its monthly asset purchases, saying “Beginning in January 2014, the Committee will add to its holdings of agency mortgage-backed securities at a pace of $35 billion per month rather than $40 billion per month, and will add to its holdings of longer-term Treasury securities at a pace of $40 billion per month rather than $45 billion per month.” At the Fed’s meeting that concluded on January 29, 2014, after the reporting period ended, it announced that in February 2014 it would further taper its asset purchases, to a total of $65 billion a month ($30 billion per month of agency mortgage-backed securities and $35 billion per month of longer-term Treasury securities).
Given the economic challenges in the Eurozone, the European Central Bank (“ECB”)v took a number of actions to stimulate growth. In May 2013, the ECB cut rates from 0.75% to 0.50%. The ECB then lowered the rates to a new record low of 0.25% in November 2013. In other developed countries, the Bank of England kept rates on hold at 0.50% during the reporting period, as did Japan at a range of zero to 0.10%, its lowest level since 2006. In January 2013, the Bank of Japan announced that it would raise its target for annual inflation from 1% to 2%, and the Japanese government introduced a ¥10.3 trillion ($116 billion) stimulus package to support its economy. Elsewhere, the People’s Bank of China kept rates on hold at 6.0%.
| | |
IV | | Legg Mason Batterymarch Emerging Markets Trust |
As always, thank you for your confidence in our stewardship of your assets.
Sincerely,

Kenneth D. Fuller
President and Chief Executive Officer
January 31, 2014
All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. Forecasts and predictions are inherently limited and should not be relied upon as an indication of actual or future performance.
i | Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time. |
ii | 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. |
iii | The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments. |
iv | The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day. |
v | The European Central Bank (“ECB”) is responsible for the monetary system of the European Union and the euro currency. |
| | |
Legg Mason Batterymarch Emerging Markets Trust | | V |
Fund overview
Q. What is the Fund’s investment strategy?
A. The Fund’s investment objective is long-term capital appreciation. We, at Batterymarch Financial Management, Inc. (“Batterymarch”), the Fund’s adviser, under normal circumstances, will invest substantially all of the Fund’s net assets in equity securities and convertible securities of emerging market issuers. The Fund intends to invest in Asia, Latin America, the Indian Subcontinent, Southern and Eastern Europe, the Middle East and Africa, although it might not invest in all of these markets at all times and might not invest in any particular market when it deems investment in that country or region to be inadvisable. The Fund is not limited in the amount of its total assets that may be denominated in a single currency or invested in securities of issuers located in a single country. The Fund may invest in derivatives, such as forward foreign currency contracts, in an attempt to hedge its currency exchange rate risk or facilitate foreign currency transactions.
Batterymarch’s emerging markets investment strategy represents a unique combination of quantitative valuation disciplines and traditional fundamental analysis, used to select stocks from a universe of approximately 1,000 issues. Our bottom-up strategy incorporates rigorous stock selection, risk control procedures and cost efficient trading. Using a proprietary stock selection model, we objectively rank on a daily basis the relative attractiveness of liquid stocks across dimensions traditionally followed by fundamental investors. In cases where additional pertinent information is available, we apply fundamental opinions that are combined with the quantitative rankings to identify for purchase stocks with strong growth prospects and reasonable valuations. The result is a comprehensive relative ranking of all investable stocks, which we use to dynamically construct and trade the portfolio. For markets where sufficient reliable data is not yet available, we rely on traditional fundamental research to identify stocks for purchase.
The Fund may invest in exchange-traded funds (“ETFs”) to pursue its investment strategies. The Fund may invest in debt securities to a limited extent.
Q. What were the overall market conditions during the Fund’s reporting period?
A. Despite a positive start in January 2013, emerging markets declined for much of 2013, quite consistently underperforming developed markets despite more attractive valuations and higher growth rates early in the year. The MSCI Emerging Markets Index (Net) (the “benchmark”)i was slightly negative in U.S. dollar terms returning -2.60%, while the MSCI World Indexii rose 26.68%.
Emerging markets suffered especially in the second calendar quarter from weakening growth estimates for China and a substantial slowdown in Brazil’s export business. In mid-June, global markets in general turned away from risk after the U.S. Federal Reserve Board (“Fed”)iii Chairman Ben Bernanke indicated that the Fed may reduce its bond buying program as U.S. employment improves. To that point, investors had seen the U.S. economy aided by central bank stimulus as the most likely driver of near-term global growth.
The third quarter brought an important bounce to emerging markets after declines in the first half of 2013. While the
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 1 |
Fund overview (cont’d)
benchmark lagged developed markets for the quarter, it experienced a rally from August 28 to September 19, the day after the Fed surprised markets by announcing it would not reduce its bond-buying program.
Returns in the final quarter of the year were mixed. The Middle East, with the largest gain, benefited from the continued recovery in Egypt after a steep decline earlier in the year; the market stabilized and saw gains following the ouster of President Morsi over the summer. Turkey was the laggard, suffering a current account deficit amid a government corruption inquiry that sent both the currency and the stock market down. Despite continued outflows from emerging market equities, most of the larger markets had solid gains, led by India; that market rose after elections created optimism that economic reforms would result in a reduction in the current account deficit.
A number of emerging market countries posted double-digit negative benchmark returns for the year, especially Turkey, Indonesia and the smaller Latin American countries. Taiwan had the strongest return in the benchmark, followed by Malaysia and China.
Q. How did we respond to these changing market conditions?
A. We believe that the fundamentals, the very basis of our investment process, will continue to be the primary driver of long-term returns. As a result, we continue to adhere to our investment philosophy while continuing to enhance our process to address sustainable market shifts. We also believe that integrated risk management is an important element of portfolio construction and our investment process will continue to reflect these long-held views. We strongly believe, particularly during times of extreme market volatility, in the value of a broadly diversified, rules-based, risk-controlled process.
Much of our research over the past several years has been focused on developing tools to help us navigate extreme market environments. As a result of this research, we’ve made several enhancements to our
process including the addition of monitoring tools to identify risk in our stock selection models, particularly with regards to factor selection, as well as macro-level tools to identify regimes that are more favorable / unfavorable toward certain factor strategies. These tools allow us to follow our historical bottom-up stock ranking methodology, but also to identify extremes so we can step in to intervene if necessary.
Performance review
For the twelve months ended December 31, 2013, Class C shares of Legg Mason Batterymarch Emerging Markets Trust, excluding sales charges, returned -8.03%. The Fund’s unmanaged benchmark, the MSCI Emerging Markets Index (Net), returned -2.60% for the same period. The Lipper Emerging Markets Funds Category Average1 returned -0.14% over the same time frame.
1 | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended December 31, 2013, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 600 funds in the Fund’s Lipper category, and excluding sales charges. |
| | |
2 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
| | | | | | | | |
Performance Snapshot as of December 31, 2013 (unaudited) | |
(excluding sales charges) | | 6 months | | | 12 months | |
Legg Mason Batterymarch Emerging Markets Trust: | | | | | |
Class A | | | 4.94 | % | | | -7.31 | % |
Class C | | | 4.47 | % | | | -8.03 | % |
Class FI | | | 4.87 | % | | | -7.32 | % |
Class R | | | 4.70 | % | | | -7.59 | % |
Class I | | | 4.91 | % | | | -7.26 | % |
Class IS | | | 5.31 | % | | | -6.88 | % |
MSCI Emerging Markets Index (Net) | | | 7.70 | % | | | -2.60 | % |
Lipper Emerging Markets Funds Category Average1 | | | 7.85 | % | | | -0.14 | % |
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. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/individualinvestors.
All share class returns assume the reinvestment of all distributions, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply or the deduction of taxes that a shareholder would pay on Fund distributions. If sales charges were reflected, the performance quoted would be lower. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.
Performance figures reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.
|
Total Annual Operating Expenses (unaudited) |
As of the Fund’s current prospectus dated May 1, 2013, the gross total annual operating expense ratios for Class A, Class C, Class FI, Class R, Class I and Class IS shares were 1.64%, 2.43%, 1.67%, 2.01%, 1.41% and 1.31%, respectively.
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 Fund expense ratios are more likely to increase when markets are volatile.
As a result of expense limitation arrangements, the ratio of expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of ETFs), dividend expense on short sales, taxes, and extraordinary expenses, to average net assets is not expected to exceed 1.50% for Class A shares, 2.25% for Class C shares, 1.50% for Class FI shares, 1.75% for Class R shares and 1.25% for Class IS shares. In addition, total annual operating expenses for Class IS shares will not exceed those for Class I shares. The manager has agreed to waive fees and/or reimburse operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchase and sales of shares of ETFs), dividend expense on short sales, taxes, and extraordinary expenses at an annual rate of 0.06% of average daily net assets for Class I shares, provided that no waiver or reimbursement will be made beyond the amount necessary to reduce the class’ annualized expenses to 1.25% of average daily net assets on any given day. The calculations of
1 | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended December 31, 2013, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 631 funds for the six-month period and among the 600 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges. |
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 3 |
Fund overview (cont’d)
any required waivers and reimbursements are done on a daily basis. These expense limitation arrangements cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangements.
With respect to Class A, Class C, Class FI, Class R and Class IS shares, the manager is permitted to recapture amounts waived or reimbursed to a class within three years after the fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual operating expenses exceeding the expense cap or any other lower limit then in effect.
Q. What were the leading contributors to performance?
A. Stock selection in Turkey, Mexico, the Middle East and Russia contributed to relative performance for the period. The leading contributor at the stock level was an overweight to Great Wall Automobile Holdings Co. Ltd. in China, which returned over 77% for the year. Two non-benchmark holdings were also major contributors: Shanghai-based drug-research contractor Wuxi Pharmatech Inc.-ADR returned over 85% for the period held as a result of strong sales growth, and Russian payment service company Qiwi PLC-Sponsored ADR, which experienced increased revenues year over year and increased guidance, returned over 238%.
From a country allocation perspective, an underweight to the smaller Latin American countries contributed given their significant underperformance compared with the MSCI World Index, as did an overweight to China which had a positive return while the benchmark’s return overall was negative.
Q. What were the leading detractors from performance?
A. Stock selection detracted from relative performance overall. Stock selection in South Korea, India and Taiwan was particularly difficult. At the security level, Ybrant Digital, a digital marketing firm in India, was the primary detractor followed by an underweight to Tencent Holding Ltd., which almost doubled in value even after a solid gain in 2012, and Infosys Ltd., an Indian-based Information Technology services company holding which was sold out of the Fund before a run up in the last quarter on sales momentum and the depreciation of the rupee.
Underweights to Taiwan and Malaysia, two outperforming countries in the MSCI World Index, also detracted from relative return.
Thank you for your investment in Legg Mason Batterymarch Emerging Markets Trust. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.
Sincerely,
Batterymarch Financial Management, Inc.
January 24, 2014
RISKS: International investments are subject to special risks including currency fluctuations, as well as social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. The securities markets of emerging market countries are substantially smaller, less developed, less liquid and more volatile than
| | |
4 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
securities markets of the U.S. and more developed countries. Please see the Fund’s prospectus for a more complete discussion of these and other risks, and the Fund’s investment strategies.
Portfolio holdings and breakdowns are as of December 31, 2013 and are subject to change and may not be representative of the portfolio managers’ current or future investments. The Fund’s top ten holdings (as a percentage of net assets) as of December 31, 2013 were: Samsung Electronics Co., Ltd. (5.2%), Vale SA, ADR (2.3%), Gazprom OAO, ADR (2.3%), Taiwan Semiconductor Manufacturing Co., Ltd. (2.1%), Industrial & Commercial Bank of China Ltd., Class H Shares (1.7%), Sberbank of Russia (1.7%), Bank of China Ltd., Class H Shares (1.5%), Ambev SA, ADR (1.4%), Great Wall Motor Co., Ltd., Class H (1.4%) and Tencent Holdings Ltd.(1.4%). Please refer to pages 11 through 19 for a list and percentage breakdown of the Fund’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 Fund’s top five sector holdings (as a percentage of net assets) as of December 31, 2013 were: Financials (26.8%), Information Technology (17.3%), Materials (13.2%), Consumer Discretionary (12.7%) and Industrials (12.3%). The Fund’s portfolio composition is subject to change at any time.
All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
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.
i | The MSCI Emerging Markets Index (Net) is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. The Index is calculated assuming the minimum possible dividend reinvestment. |
ii | The MSCI World Index is an unmanaged index considered representative of growth stocks of developed countries. Index performance is calculated with net dividends. |
iii | The Federal Reserve Board (Fed) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments. |
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 5 |
Fund at a glance† (unaudited)
Investment breakdown (%) as a percent of total investments

† | The bar graph above represents the composition of the Fund’s investments as of December 31, 2013 and December 31, 2012 and does not include derivatives such as forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time. |
| | |
6 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Fund expenses (unaudited)
Example
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; service and/or distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested on July 1, 2013 and held for the six months ended December 31, 2013.
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”.
Hypothetical example for comparison purposes
The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). 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 actual total return1 | | | | | Based on hypothetical total return1 | |
| | Actual Total Return Without Sales Charge2 | | | Beginning Account Value | | | Ending Account Value | | | Annualized Expense Ratio | | | Expenses Paid During the
Period3 | | | | | | | Hypothetical Annualized Total Return | | | Beginning Account Value | | | Ending Account Value | | | Annualized Expense Ratio | | | Expenses Paid During the Period3 | |
Class A | | | 4.94 | % | | $ | 1,000.00 | | | $ | 1,049.40 | | | | 1.50 | % | | $ | 7.75 | | | | | Class A | | | 5.00 | % | | $ | 1,000.00 | | | $ | 1,017.64 | | | | 1.50 | % | | $ | 7.63 | |
Class C | | | 4.47 | | | | 1,000.00 | | | | 1,044.70 | | | | 2.25 | | | | 11.60 | | | | | Class C | | | 5.00 | | | | 1,000.00 | | | | 1,013.86 | | | | 2.25 | | | | 11.42 | |
Class FI | | | 4.87 | | | | 1,000.00 | | | | 1,048.70 | | | | 1.50 | | | | 7.75 | | | | | Class FI | | | 5.00 | | | | 1,000.00 | | | | 1,017.64 | | | | 1.50 | | | | 7.63 | |
Class R | | | 4.70 | | | | 1,000.00 | | | | 1,047.00 | | | | 1.75 | | | | 9.03 | | | | | Class R | | | 5.00 | | | | 1,000.00 | | | | 1,016.38 | | | | 1.75 | | | | 8.89 | |
Class I | | | 4.91 | | | | 1,000.00 | | | | 1,049.10 | | | | 1.49 | | | | 7.70 | | | | | Class I | | | 5.00 | | | | 1,000.00 | | | | 1,017.69 | | | | 1.49 | | | | 7.58 | |
Class IS | | | 5.31 | | | | 1,000.00 | | | | 1,053.10 | | | | 1.16 | | | | 6.00 | | | | | Class IS | | | 5.00 | | | | 1,000.00 | | | | 1,019.36 | | | | 1.16 | | | | 5.90 | |
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 7 |
Fund expenses (unaudited) (cont’d)
1 | For the six months ended December 31, 2013. |
2 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, 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 compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365. |
| | |
8 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Fund performance (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
Average annual total returns | |
Without sales charges1 | | Class A | | | Class C | | | Class FI | | | Class R | | | Class I | | | Class IS | |
Twelve Months Ended 12/31/13 | | | -7.31 | % | | | -8.03 | % | | | -7.32 | % | | | -7.59 | % | | | -7.26 | % | | | -6.88 | % |
Five Years Ended 12/31/13 | | | N/A | | | | 10.52 | | | | 11.36 | | | | N/A | | | | 11.57 | | | | 11.70 | |
Ten Years Ended 12/31/13 | | | N/A | | | | 8.52 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
Inception* through 12/31/13 | | | 13.38 | | | | 7.11 | | | | -1.59 | | | | -6.99 | | | | 8.13 | | | | -1.00 | |
| | | | | | |
With sales charges2 | | Class A | | | Class C | | | Class FI | | | Class R | | | Class I | | | Class IS | |
Twelve Months Ended 12/31/13 | | | -12.64 | % | | | -8.95 | % | | | -7.32 | % | | | -7.59 | % | | | -7.26 | % | | | -6.88 | % |
Five Years Ended 12/31/13 | | | N/A | | | | 10.52 | | | | 11.36 | | | | N/A | | | | 11.57 | | | | 11.70 | |
Ten Years Ended 12/31/13 | | | N/A | | | | 8.52 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
Inception* through 12/31/13 | | | 12.02 | | | | 7.11 | | | | -1.59 | | | | -6.99 | | | | 8.13 | | | | -1.00 | |
| | | | |
Cumulative total returns | |
Without sales charges1 | | | |
Class A (Inception date of 2/3/09 through 12/31/13) | | | 85.24 | % |
Class C (12/31/03 through 12/31/13) | | | 126.50 | |
Class FI (Inception date of 6/29/07 through 12/31/13) | | | -9.92 | |
Class R (Inception date of 5/18/11 through 12/31/13) | | | -17.31 | |
Class I (Inception date of 6/23/05 through 12/31/13) | | | 94.68 | |
Class IS (Inception date of 8/29/08 through 12/31/13) | | | -5.24 | |
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 the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.
1 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares. |
2 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 5.75%. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment. |
* | Inception dates for Class A, C, FI, R, I and IS shares are February 3, 2009, May 28, 1996, June 29, 2007, May 18, 2011, June 23, 2005 and August 29, 2008, respectively. |
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 9 |
Fund performance (unaudited) (cont’d)
Historical performance
Value of $10,000 invested in
Class C Shares of Legg Mason Batterymarch Emerging Markets Trust vs. MSCI Emerging Markets Index (Net)† — December 2003 - December 2013

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 the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.
† | Hypothetical illustration of $10,000 invested in Class C shares of Legg Mason Batterymarch Emerging Markets Trust on December 31, 2003, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through December 31, 2013. The hypothetical illustration also assumes a $10,000 investment in the MSCI Emerging Markets Index (Net). The MSCI Emerging Markets Index (Net) is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. The Index is unmanaged and not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Funds other classes may be greater or less than the Class C share’s performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes. |
| | |
10 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Schedule of investments
December 31, 2013
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | |
Security | | | | | | Shares | | | Value | |
Common Stocks — 95.4% | | | | | | | | | | | | |
Consumer Discretionary — 12.7% | | | | | | | | | | | | |
Auto Components — 1.6% | | | | | | | | | | | | |
Hyundai Wia Corp. | | | | | | | 8,600 | | | $ | 1,548,302 | |
Mahle-Metal Leve SA | | | | | | | 18,500 | | | | 214,856 | |
Mando Corp. | | | | | | | 7,395 | | | | 875,894 | * |
Total Auto Components | | | | | | | | | | | 2,639,052 | |
Automobiles — 5.2% | | | | | | | | | | | | |
Ford Otomotiv Sanayi AS | | | | | | | 76,000 | | | | 802,792 | |
Geely Automobile Holdings Ltd. | | | | | | | 2,400,000 | | | | 1,157,551 | |
Great Wall Motor Co., Ltd., Class H | | | | | | | 423,500 | | | | 2,332,055 | |
Hyundai Motor Co. | | | | | | | 10,197 | | | | 2,285,110 | |
Kia Motors Corp. | | | | | | | 17,894 | | | | 951,204 | |
Tata Motors Ltd. | | | | | | | 207,623 | | | | 1,263,763 | |
Total Automobiles | | | | | | | | | | | 8,792,475 | |
Diversified Consumer Services — 0.6% | | | | | | | | | | | | |
Kroton Educacional SA | | | | | | | 58,800 | | | | 978,484 | |
Hotels, Restaurants & Leisure — 0.5% | | | | | | | | | | | | |
Paradise Co., Ltd. | | | | | | | 34,352 | | | | 860,956 | |
Household Durables — 1.3% | | | | | | | | | | | | |
Coway Co., Ltd. | | | | | | | 19,228 | | | | 1,209,778 | |
Cyrela Brazil Realty SA | | | | | | | 107,300 | | | | 654,920 | |
EZ Tec Empreendimentos e Participacoes SA | | | | | | | 21,900 | | | | 270,495 | |
Total Household Durables | | | | | | | | | | | 2,135,193 | |
Internet & Catalog Retail — 0.6% | | | | | | | | | | | | |
Ctrip.com International Ltd., ADR | | | | | | | 19,200 | | | | 952,704 | * |
Leisure Equipment & Products — 0.4% | | | | | | | | | | | | |
Merida Industry Co., Ltd. | | | | | | | 87,000 | | | | 631,990 | |
Media — 2.5% | | | | | | | | | | | | |
CTC Media Inc. | | | | | | | 38,600 | | | | 536,347 | |
Cyfrowy Polsat SA | | | | | | | 108,100 | | | | 708,489 | * |
Naspers Ltd. | | | | | | | 17,900 | | | | 1,870,217 | |
Zee Entertainment Enterprises Ltd. | | | | | | | 258,489 | | | | 1,155,689 | |
Total Media | | | | | | | | | | | 4,270,742 | |
Total Consumer Discretionary | | | | | | | | | | | 21,261,596 | |
Consumer Staples — 4.5% | | | | | | | | | | | | |
Beverages — 2.0% | | | | | | | | | | | | |
Ambev SA, ADR | | | | | | | 324,100 | | | | 2,382,135 | |
United Spirits Ltd. | | | | | | | 24,433 | | | | 1,027,407 | |
Total Beverages | | | | | | | | | | | 3,409,542 | |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 11 |
Schedule of investments (cont’d)
December 31, 2013
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | |
Security | | | | | | Shares | | | Value | |
Food & Staples Retailing — 1.3% | | | | | | | | | | | | |
E-Mart Co., Ltd. | | | | | | | 2,000 | | | $ | 505,046 | * |
Magnit OJSC, GDR | | | | | | | 24,900 | | | | 1,648,380 | |
Total Food & Staples Retailing | | | | | | | | | | | 2,153,426 | |
Food Products — 1.2% | | | | | | | | | | | | |
Britannia Industries Ltd. | | | | | | | 34,309 | | | | 510,849 | |
Gruma SA de CV, Series B Shares | | | | | | | 186,600 | | | | 1,410,594 | * |
Total Food Products | | | | | | | | | | | 1,921,443 | |
Total Consumer Staples | | | | | | | | | | | 7,484,411 | |
Energy — 7.1% | | | | | | | | | | | | |
Energy Equipment & Services — 1.0% | | | | | | | | | | | | |
China Oilfield Services Ltd. | | | | | | | 530,000 | | | | 1,643,798 | |
Oil, Gas & Consumable Fuels — 6.1% | | | | | | | | | | | | |
Cairn India Ltd. | | | | | | | 80,897 | | | | 422,566 | |
Gazprom OAO, ADR | | | | | | | 450,849 | | | | 3,854,759 | |
NovaTek OAO, GDR | | | | | | | 12,600 | | | | 1,724,940 | |
Petroleo Brasileiro SA, ADR | | | | | | | 55,800 | | | | 819,702 | |
Sasol Ltd. | | | | | | | 42,400 | | | | 2,079,580 | |
SK Energy Co., Ltd. | | | | | | | 10,300 | | | | 1,381,011 | |
Total Oil, Gas & Consumable Fuels | | | | | | | | | | | 10,282,558 | |
Total Energy | | | | | | | | | | | 11,926,356 | |
Financials — 25.3% | | | | | | | | | | | | |
Capital Markets — 0.3% | | | | | | | | | | | | |
China Cinda Asset Management Co., Ltd., Class H Shares | | | | | | | 22,400 | | | | 13,924 | * |
Dubai Islamic Bank | | | | | | | 371,100 | | | | 541,545 | |
Total Capital Markets | | | | | | | | | | | 555,469 | |
Commercial Banks — 15.8% | | | | | | | | | | | | |
Abu Dhabi Commercial Bank PJSC | | | | | | | 288,200 | | | | 510,019 | |
Banco Bradesco SA, ADR | | | | | | | 98,470 | | | | 1,233,829 | |
Banco do Brasil SA | | | | | | | 66,742 | | | | 690,264 | |
Banco Santander Brasil SA | | | | | | | 105,100 | | | | 622,782 | |
Bank of China Ltd., Class H Shares | | | | | | | 5,520,800 | | | | 2,541,720 | |
Canara Bank Ltd. | | | | | | | 124,173 | | | | 567,616 | |
China Construction Bank Corp., Class H Shares | | | | | | | 2,432,767 | | | | 1,835,328 | |
China Merchants Bank Co., Ltd., Class H Shares | | | | | | | 252,000 | | | | 536,869 | |
China Minsheng Banking Corp. Ltd., Class H Shares | | | | | | | 604,500 | | | | 670,428 | |
Chongqing Rural Commercial Bank Public Co., Ltd., Class H Shares | | | | | | | 2,163,000 | | | | 1,043,243 | |
First Gulf Bank PJSC | | | | | | | 69,100 | | | | 353,684 | |
Grupo Financiero Inbursa SA de CV, Series O Shares | | | | | | | 293,100 | | | | 829,251 | |
See Notes to Financial Statements.
| | |
12 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | |
Security | | | | | | Shares | | | Value | |
Commercial Banks — continued | | | | | | | | | | | | |
HDFC Bank Ltd. | | | | | | | 94,365 | | | $ | 1,018,327 | |
ICICI Bank Ltd. | | | | | | | 35,660 | | | | 633,008 | |
ICICI Bank Ltd., ADR | | | | | | | 15,200 | | | | 564,984 | |
Industrial & Commercial Bank of China Ltd., Class H Shares | | | | | | | 4,254,246 | | | | 2,874,824 | |
Kasikornbank Public Co., Ltd., NVDR | | | | | | | 258,200 | | | | 1,225,782 | |
Komercni Banka AS | | | | | | | 5,300 | | | | 1,179,862 | |
OTP Bank PLC | | | | | | | 43,400 | | | | 823,495 | |
PT Bank Rakyat Indonesia | | | | | | | 1,600,000 | | | | 953,163 | |
Sberbank of Russia | | | | | | | 905,600 | | | | 2,780,192 | (b) |
SinoPac Holdings Co., Ltd. | | | | | | | 1,421,620 | | | | 708,342 | |
State Bank of India | | | | | | | 16,743 | | | | 476,751 | |
TCS Group Holding PLC, GDR | | | | | | | 7,500 | | | | 117,750 | *(b)(c) |
Turkiye Sinai Kalkinma Bankasi AS | | | | | | | 1,045,600 | | | | 890,390 | |
Yes Bank Ltd. | | | | | | | 140,000 | | | | 839,253 | |
Total Commercial Banks | | | | | | | | | | | 26,521,156 | |
Consumer Finance — 0.4% | | | | | | | | | | | | |
Compartamos SAB de CV | | | | | | | 345,400 | | | | 645,219 | |
Diversified Financial Services — 1.7% | | | | | | | | | | | | |
FirstRand Ltd. | | | | | | | 288,100 | | | | 985,692 | |
Moscow Exchange | | | | | | | 247,700 | | | | 487,969 | (b) |
RMB Holdings Ltd. | | | | | | | 130,200 | | | | 600,111 | |
Rural Electrification Corp. Ltd. | | | | | | | 193,332 | | | | 688,563 | |
Total Diversified Financial Services | | | | | | | | | | | 2,762,335 | |
Insurance — 1.7% | | | | | | | | | | | | |
BB Seguridade Participacoes SA | | | | | | | 37,200 | | | | 386,309 | |
Cathay Financial Holding Co., Ltd. | | | | | | | 480,057 | | | | 777,182 | |
Korean Reinsurance Co. | | | | | | | 93,636 | | | | 1,015,902 | |
Old Mutual PLC | | | | | | | 238,100 | | | | 744,261 | |
Total Insurance | | | | | | | | | | | 2,923,654 | |
Real Estate Management & Development — 5.4% | | | | | | | | | | | | |
China Overseas Land & Investment Ltd. | | | | | | | 456,060 | | | | 1,282,141 | |
China Resources Land Ltd. | | | | | | | 436,000 | | | | 1,078,431 | |
Country Garden Holdings Co., Ltd. | | | | | | | 1,990,526 | | | | 1,198,787 | |
Franshion Properties China Ltd. | | | | | | | 1,774,400 | | | | 613,259 | |
Guangzhou R&F Properties Co., Ltd., Class H Shares | | | | | | | 1,021,200 | | | | 1,493,418 | |
Poly Property Group Co., Ltd. | | | | | | | 750,000 | | | | 399,456 | |
PT Alam Sutera Realty Tbk | | | | | | | 10,450,000 | | | | 369,228 | |
Quality Houses PCL, NVDR | | | | | | | 5,778,600 | | | | 464,257 | |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 13 |
Schedule of investments (cont’d)
December 31, 2013
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | |
Security | | | | | | Shares | | | Value | |
Real Estate Management & Development — continued | | | | | | | | | | | | |
Shimao Property Holdings Ltd. | | | | | | | 561,500 | | | $ | 1,286,027 | |
Sobha Developers Ltd. | | | | | | | 53,383 | | | | 269,267 | |
Sunac China Holdings Ltd. | | | | | | | 847,000 | | | | 502,457 | |
Total Real Estate Management & Development | | | | | | | | | | | 8,956,728 | |
Total Financials | | | | | | | | | | | 42,364,561 | |
Health Care — 1.6% | | | | | | | | | | | | |
Life Sciences Tools & Services — 1.3% | | | | | | | | | | | | |
WuXi PharmaTech Cayman Inc., ADR | | | | | | | 58,400 | | | | 2,241,392 | * |
Pharmaceuticals — 0.3% | | | | | | | | | | | | |
Richter Gedeon Nyrt. | | | | | | | 20,000 | | | | 407,166 | |
Total Health Care | | | | | | | | | | | 2,648,558 | |
Industrials — 12.3% | | | | | | | | | | | | |
Airlines — 1.5% | | | | | | | | | | | | |
Aeroflot - Russian Airlines | | | | | | | 497,000 | | | | 1,267,350 | (b) |
Pegasus Hava Tasimaciligi AS | | | | | | | 54,900 | | | | 927,348 | * |
Turk Hava Yollari Anonim Ortakligi | | | | | | | 123,600 | | | | 370,397 | |
Total Airlines | | | | | | | | | | | 2,565,095 | |
Building Products — 0.8% | | | | | | | | | | | | |
LG Hausys Ltd. | | | | | | | 7,143 | | | | 957,724 | |
Sung Kwang Bend Co., Ltd. | | | | | | | 15,500 | | | | 392,145 | |
Total Building Products | | | | | | | | | | | 1,349,869 | |
Construction & Engineering — 3.1% | | | | | | | | | | | | |
Adhi Karya Persero Tbk PT | | | | | | | 6,016,700 | | | | 746,525 | |
China Railway Construction Corp., Class H Shares | | | | | | | 1,790,500 | | | | 1,782,580 | |
Daelim Industrial Co. | | | | | | | 17,639 | | | | 1,572,777 | |
Murray & Roberts Holdings Ltd. | | | | | | | 242,000 | | | | 618,496 | * |
Wijaya Karya Persero Tbk PT | | | | | | | 3,604,500 | | | | 467,963 | |
Total Construction & Engineering | | | | | | | | | | | 5,188,341 | |
Electrical Equipment — 0.6% | | | | | | | | | | | | |
Teco Electric & Machinery Co., Ltd. | | | | | | | 805,000 | | | | 922,400 | |
Industrial Conglomerates — 2.6% | | | | | | | | | | | | |
Alfa SA de CV, Series A Shares | | | | | | | 572,920 | | | | 1,614,786 | |
Bidvest Group Ltd. | | | | | | | 44,900 | | | | 1,148,610 | |
Far Eastern Textile Co., Ltd. | | | | | | | 390,660 | | | | 450,910 | |
Grupo Carso SA de CV, Series A1 Shares | | | | | | | 228,900 | | | | 1,208,096 | |
Total Industrial Conglomerates | | | | | | | | | | | 4,422,402 | |
Machinery — 0.7% | | | | | | | | | | | | |
Metalfrio Solutions SA | | | | | | | 142,300 | | | | 176,725 | *(a) |
Turk Traktor ve Ziraat Makineleri AS | | | | | | | 19,800 | | | | 566,636 | |
See Notes to Financial Statements.
| | |
14 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | |
Security | | | | | | Shares | | | Value | |
Machinery — continued | | | | | | | | | | | | |
Weg SA | | | | | | | 32,900 | | | $ | 434,529 | |
Total Machinery | | | | | | | | | | | 1,177,890 | |
Road & Rail — 1.0% | | | | | | | | | | | | |
Globaltrans Investment PLC, GDR | | | | | | | 60,100 | | | | 955,590 | |
Localiza Rent A Car SA | | | | | | | 48,600 | | | | 685,560 | |
Total Road & Rail | | | | | | | | | | | 1,641,150 | |
Transportation Infrastructure — 2.0% | | | | | | | | | | | | |
Beijing Capital International Airport Co., Ltd. | | | | | | | 864,000 | | | | 678,560 | |
Grupo Aeroportuario del Pacifico SAB de CV, Series B | | | | | | | 129,200 | | | | 686,646 | |
Jiangsu Expressway Co., Ltd. | | | | | | | 376,000 | | | | 463,557 | |
TAV Havalimanlari Holding AS | | | | | | | 120,600 | | | | 867,041 | |
Zhejiang Expressway Co., Ltd., Class H Shares | | | | | | | 684,000 | | | | 648,337 | |
Total Transportation Infrastructure | | | | | | | | | | | 3,344,141 | |
Total Industrials | | | | | | | | | | | 20,611,288 | |
Information Technology — 17.3% | | | | | | | | | | | | |
Computers & Peripherals — 0.4% | | | | | | | | | | | | |
Inventec Co., Ltd. | | | | | | | 841,000 | | | | 743,549 | |
Electronic Equipment, Instruments & Components — 1.7% | | | | | | | | | | | | |
Chin-Poon Industrial Co., Ltd. | | | | | | | 427,000 | | | | 713,493 | |
Coretronic Corp. | | | | | | | 308,000 | | | | 304,347 | |
LG.Philips LCD Co., Ltd. | | | | | | | 43,100 | | | | 1,035,282 | * |
SFA Engineering Corp. | | | | | | | 20,139 | | | | 784,302 | |
Total Electronic Equipment, Instruments & Components | | | | | | | | | | | 2,837,424 | |
Internet Software & Services — 3.9% | | | | | | | | | | | | |
Mail.ru Group Ltd., GDR | | | | | | | 25,700 | | | | 1,146,220 | |
Media Tek Inc. | | | | | | | 113,000 | | | | 1,681,531 | |
Naver Corp. | | | | | | | 1,940 | | | | 1,330,895 | * |
Tencent Holdings Ltd. | | | | | | | 36,600 | | | | 2,331,661 | |
Total Internet Software & Services | | | | | | | | | | | 6,490,307 | |
IT Services — 2.5% | | | | | | | | | | | | |
HCL Technologies Ltd. | | | | | | | 44,140 | | | | 903,209 | |
QIWI PLC, ADR | | | | | | | 11,900 | | | | 666,400 | |
Tech Mahindra Ltd. | | | | | | | 57,808 | | | | 1,718,212 | |
Wipro Ltd. | | | | | | | 100,363 | | | | 907,007 | |
Total IT Services | | | | | | | | | | | 4,194,828 | |
Semiconductors & Semiconductor Equipment — 8.8% | | | | | | | | | | | | |
Chipbond Technology Corp. | | | | | | | 300,000 | | | | 471,589 | |
King Yuan Electronics Co., Ltd. | | | | | | | 1,000,000 | | | | 686,161 | |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 15 |
Schedule of investments (cont’d)
December 31, 2013
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | |
Security | | | | | | Shares | | | Value | |
Semiconductors & Semiconductor Equipment — continued | | | | | | | | | | | | |
Kinsus Interconnect Technology Corp. | | | | | | | 170,000 | | | $ | 564,128 | |
Powertech Technology Inc. | | | | | | | 329,000 | | | | 502,825 | |
Samsung Electronics Co., Ltd. | | | | | | | 6,747 | | | | 8,771,388 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | | | | | 994,715 | | | | 3,521,144 | |
Winbond Electronics Corp. | | | | | | | 682,000 | | | | 183,066 | * |
Total Semiconductors & Semiconductor Equipment | | | | | | | | | | | 14,700,301 | |
Total Information Technology | | | | | | | | | | | 28,966,409 | |
Materials — 11.0% | | | | | | | | | | | | |
Chemicals — 0.8% | | | | | | | | | | | | |
Omnia Holdings Ltd. | | | | | | | 11,900 | | | | 229,095 | |
PTT Global Chemical PCL, NVDR | | | | | | | 250,000 | | | | 601,035 | |
Soulbrain Co., Ltd. | | | | | | | 4,100 | | | | 173,269 | * |
Taiwan Styrene Monomer Corp. | | | | | | | 598,000 | | | | 422,363 | * |
Total Chemicals | | | | | | | | | | | 1,425,762 | |
Construction Materials — 0.6% | | | | | | | | | | | | |
Asia Cement Corp. | | | | | | | 723,180 | | | | 936,627 | |
Metals & Mining — 8.7% | | | | | | | | | | | | |
African Rainbow Minerals Ltd. | | | | | | | 58,600 | | | | 1,055,806 | |
Angang New Steel Co., Ltd. | | | | | | | 980,000 | | | | 727,957 | * |
Anglo Platinum Ltd. | | | | | | | 26,800 | | | | 1,006,367 | * |
Dongkuk Steel Mill Co., Ltd. | | | | | | | 36,800 | | | | 458,540 | |
Eregli Demir ve Celik Fabrikalari TAS | | | | | | | 971,500 | | | | 1,166,342 | |
Impala Platinum Holdings Ltd. | | | | | | | 87,100 | | | | 1,021,287 | |
Kumba Iron Ore Ltd. | | | | | | | 27,000 | | | | 1,141,387 | |
Maanshan Iron & Steel Co., Ltd. | | | | | | | 2,456,000 | | | | 665,128 | * |
Poongsan Corp. | | | | | | | 35,930 | | | | 973,703 | |
POSCO | | | | | | | 3,810 | | | | 1,178,723 | |
Tata Steel Ltd. | | | | | | | 192,620 | | | | 1,317,402 | |
Vale SA, ADR | | | | | | | 254,900 | | | | 3,887,225 | |
Total Metals & Mining | | | | | | | | | | | 14,599,867 | |
Paper & Forest Products — 0.9% | | | | | | | | | | | | |
Fibria Celulose SA, ADR | | | | | | | 79,900 | | | | 933,232 | * |
Mondi Ltd. | | | | | | | 37,000 | | | | 633,832 | |
Total Paper & Forest Products | | | | | | | | | | | 1,567,064 | |
Total Materials | | | | | | | | | | | 18,529,320 | |
Telecommunication Services — 3.4% | | | | | | | | | | | | |
Diversified Telecommunication Services — 0.7% | | | | | | | | | | | | |
PT Telekomunikasi Indonesia Persero Tbk | | | | | | | 6,931,000 | | | | 1,224,458 | |
See Notes to Financial Statements.
| | |
16 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | |
Security | | | | | | Shares | | | Value | |
Wireless Telecommunication Services — 2.7% | | | | | | | | | | | | |
America Movil SAB de CV, Series L Shares | | | | | | | 1,305,686 | | | $ | 1,519,042 | |
China Mobile Ltd. | | | | | | | 53,500 | | | | 553,676 | |
MegaFon OAO, GDR | | | | | | | 30,000 | | | | 1,005,000 | |
Sistema JSFC, Registered Shares, GDR | | | | | | | 42,800 | | | | 1,374,736 | |
Total Wireless Telecommunication Services | | | | | | | | | | | 4,452,454 | |
Total Telecommunication Services | | | | | | | | | | | 5,676,912 | |
Utilities — 0.2% | | | | | | | | | | | | |
Electric Utilities — 0.2% | | | | | | | | | | | | |
Tauron Polska Energia SA | | | | | | | 259,600 | | | | 375,516 | |
Total Common Stocks (Cost — $135,925,067) | | | | | | | | | | | 159,844,927 | |
Preferred Stocks — 4.9% | | | | | | | | | | | | |
Consumer Staples — 0.7% | | | | | | | | | | | | |
Food & Staples Retailing — 0.7% | | | | | | | | | | | | |
Companhia Brasileira de Distribuicao Grupo Pao de Acucar | | | | | | | 25,400 | | | | 1,129,475 | |
Financials — 1.5% | | | | | | | | | | | | |
Commercial Banks — 1.5% | | | | | | | | | | | | |
Itau Unibanco Banco Multiple SA, ADR | | | | | | | 66,413 | | | | 901,224 | |
Itausa - Investimentos Itau SA | | | | | | | 434,381 | | | | 1,638,653 | |
Total Financials | | | | | | | | | | | 2,539,877 | |
Materials — 2.2% | | | | | | | | | | | | |
Chemicals — 0.6% | | | | | | | | | | | | |
Braskem SA, Class A Shares | | | | | | | 106,000 | | | | 943,520 | * |
Metals & Mining — 1.6% | | | | | | | | | | | | |
Metalurgica Gerdau SA | | | | | | | 105,400 | | | | 1,045,400 | |
Usinas Siderurgicas de Minas Gerais SA, Class A Shares | | | | | | | 278,400 | | | | 1,676,831 | * |
Total Metals & Mining | | | | | | | | | | | 2,722,231 | |
Total Materials | | | | | | | | | | | 3,665,751 | |
Utilities — 0.5% | | | | | | | | | | | | |
Independent Power Producers & Energy Traders — 0.5% | | | | | | | | | | | | |
Cia Energetica de Sao Paulo | | | | | | | 85,700 | | | | 814,409 | |
Total Preferred Stocks (Cost — $6,381,432) | | | | | | | | | | | 8,149,512 | |
Total Investments before Short-Term Investments (Cost — $142,306,499) | | | | 167,994,439 | |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 17 |
Schedule of investments (cont’d)
December 31, 2013
Legg Mason Batterymarch Emerging Markets Trust
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount | | | Value | |
Short-Term Investments — 0.6% | | | | | | | | | | | | | | | | |
Repurchase Agreements — 0.6% | | | | | | | | | | | | | | | | |
Interest in $1,500,000,000 joint tri-party repurchase agreement dated 12/31/13 with RBS Securities Inc.; Proceeds at maturity — $894,000; (Fully collateralized by various U.S. government obligations, 0.125% to 2.625% due 7/15/14 to 1/15/23; Market value — $911,883) (Cost — $894,000) | | | 0.010 | % | | | 1/2/14 | | | $ | 894,000 | | | $ | 894,000 | |
Total Investments — 100.9% (Cost — $143,200,499#) | | | | | | | | 168,888,439 | |
Liabilities in Excess of Other Assets — (0.9)% | | | | | | | | | | | | | | | (1,434,399 | ) |
Total Net Assets — 100.0% | | | | | | | | | | | | | | $ | 167,454,040 | |
* | Non-income producing security. |
(a) | Illiquid security (unaudited). |
(b) | Security is valued in good faith in accordance with procedures approved by the Board of Trustees (See Note 1). |
(c) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted. |
# | Aggregate cost for federal income tax purposes is $144,834,899. |
| | |
Abbreviations used in this schedule: |
ADR | | — American Depositary Receipts |
GDR | | — Global Depositary Receipts |
NVDR | | — Non Voting Depositary Receipt |
OJSC | | — Open Joint Stock Company |
See Notes to Financial Statements.
| | |
18 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Legg Mason Batterymarch Emerging Markets Trust
| | | | |
Summary of Investments by Country (unaudited)** | | | |
China | | | 19.1 | % |
South Korea | | | 16.7 | |
Brazil | | | 13.3 | |
Russia | | | 9.5 | |
India | | | 8.5 | |
Taiwan | | | 8.4 | |
South Africa | | | 7.3 | |
Mexico | | | 4.7 | |
Turkey | | | 3.3 | |
Indonesia | | | 2.2 | |
Thailand | | | 1.4 | |
United Arab Emirates | | | 0.8 | |
Hong Kong | | | 0.8 | |
Hungary | | | 0.7 | |
Czech Republic | | | 0.7 | |
Poland | | | 0.7 | |
Cyprus | | | 0.6 | |
United Kingdom | | | 0.5 | |
United States | | | 0.3 | |
Short-term Investments | | | 0.5 | |
| | | 100.0 | % |
** | As a percentage of total investments. Please note that the Fund holdings are as of December 31, 2013 and are subject to change. |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 19 |
Statement of assets and liabilities
December 31, 2013
| | | | |
| |
Assets: | | | | |
Investments, at value (Cost — $143,200,499) | | $ | 168,888,439 | |
Foreign currency, at value (Cost — $294,923) | | | 295,520 | |
Cash | | | 364,500 | |
Receivable for securities sold | | | 486,178 | |
Receivable for Fund shares sold | | | 266,909 | |
Dividends and interest receivable | | | 148,440 | |
Unrealized appreciation on forward foreign currency contracts | | | 1,589 | |
Prepaid expenses | | | 42,432 | |
Other assets | | | 90,687 | |
Total Assets | | | 170,584,694 | |
| |
Liabilities: | | | | |
Payable for securities purchased | | | 1,393,471 | |
Payable for Fund shares repurchased | | | 1,130,067 | |
Investment management fee payable | | | 203,412 | |
Trustees’ fees payable | | | 90,687 | |
Service and/or distribution fees payable | | | 80,643 | |
Accrued foreign capital gains tax | | | 1,172 | |
Accrued expenses | | | 231,202 | |
Total Liabilities | | | 3,130,654 | |
Total Net Assets | | $ | 167,454,040 | |
| |
Net Assets: | | | | |
Par value (Note 7) | | $ | 87 | |
Paid-in capital in excess of par value | | | 215,734,792 | |
Overdistributed net investment income | | | (196,154) | |
Accumulated net realized loss on investments and foreign currency transactions | | | (73,758,629) | |
Net unrealized appreciation on investments and foreign currencies | | | 25,673,944 | † |
Total Net Assets | | $ | 167,454,040 | |
See Notes to Financial Statements.
| | |
20 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
| | | | |
| |
Shares Outstanding: | | | | |
Class A | | | 587,712 | |
Class C | | | 4,648,036 | |
Class FI | | | 391,293 | |
Class R | | | 6,810 | |
Class I | | | 3,052,871 | |
Class IS | | | 54,189 | |
| |
Net Asset Value: | | | | |
Class A (and redemption price) | | | $18.95 | |
Class C* | | | $19.01 | |
Class FI (and redemption price) | | | $19.41 | |
Class R (and redemption price) | | | $19.00 | |
Class I (and redemption price) | | | $19.39 | |
Class IS (and redemption price) | | | $19.38 | |
Maximum Public Offering Price Per Share: | | | | |
Class A (based on maximum initial sales charge of 5.75%) | | | $20.11 | |
† | Net of accrued foreign capital gains tax of $1,172. |
* | Redemption price per share is NAV of Class C shares reduced by a 1.00% CDSC, if shares are redeemed within one year from purchase payment (See Note 2). |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 21 |
Statement of operations
For the Year Ended December 31, 2013
| | | | |
| |
Investment Income: | | | | |
Dividends | | $ | 9,932,707 | |
Interest | | | 2,378 | |
Less: Foreign taxes withheld | | | (1,158,852) | |
Total Investment Income | | | 8,776,233 | |
| |
Expenses: | | | | |
Investment management fee (Note 2) | | | 3,190,180 | |
Service and/or distribution fees (Notes 2 and 5) | | | 1,133,003 | |
Transfer agent fees (Note 5) | | | 588,701 | |
Custody fees | | | 452,471 | |
Registration fees | | | 129,879 | |
Legal fees | | | 99,867 | |
Fees recaptured by investment manager (Note 2) | | | 76,291 | |
Trustees’ fees | | | 51,983 | |
Audit and tax | | | 45,527 | |
Fund accounting fees | | | 39,794 | |
Shareholder reports | | | 36,940 | |
Insurance | | | 10,324 | |
Miscellaneous expenses | | | 24,747 | |
Total Expenses | | | 5,879,707 | |
Less: Fee waivers and/or expense reimbursements (Notes 2 and 5) | | | (512,989) | |
Net Expenses | | | 5,366,718 | |
Net Investment Income | | | 3,409,515 | |
| |
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1, 3 and 4): | | | | |
Net Realized Gain (Loss) From: | | | | |
Investment transactions | | | 5,532,386 | * |
Foreign currency transactions | | | (802,948) | |
Net Realized Gain | | | 4,729,438 | |
Change in Net Unrealized Appreciation (Depreciation) From: | | | | |
Investments | | | (55,446,240) | † |
Foreign currencies | | | (1,578) | |
Change in Net Unrealized Appreciation (Depreciation) | | | (55,447,818) | |
Net Loss on Investments and Foreign Currency Transactions | | | (50,718,380) | |
Decrease in Net Assets from Operations | | $ | (47,308,865) | |
* | Net of accrued foreign capital gains tax of $906,150 |
† | Net of change in accrued foreign capital gains tax of $774,507. |
See Notes to Financial Statements.
| | |
22 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Statements of changes in net assets
| | | | | | | | |
For the Years Ended December 31, | | 2013 | | | 2012 | |
| | |
Operations: | | | | | | | | |
Net investment income | | $ | 3,409,515 | | | $ | 6,912,726 | |
Net realized gain (loss) | | | 4,729,438 | | | | (2,241,303) | |
Change in net unrealized appreciation (depreciation) | | | (55,447,818) | | | | 71,044,075 | |
Increase (Decrease) in Net Assets From Operations | | | (47,308,865) | | | | 75,715,498 | |
| | |
Distributions to Shareholders From (Notes 1 and 6): | | | | | | | | |
Net investment income | | | (2,577,597) | | | | (7,013,612) | |
Decrease in Net Assets From Distributions to Shareholders | | | (2,577,597) | | | | (7,013,612) | |
| | |
Fund Share Transactions (Note 7): | | | | | | | | |
Net proceeds from sale of shares | | | 94,448,024 | | | | 156,848,978 | |
Reinvestment of distributions | | | 2,429,384 | | | | 6,570,604 | |
Cost of shares repurchased | | | (354,942,069) | | | | (385,250,224) | |
Decrease in Net Assets From Fund Share Transactions | | | (258,064,661) | | | | (221,830,642) | |
Decrease in Net Assets | | | (307,951,123) | | | | (153,128,756) | |
| | |
Net Assets: | | | | | | | | |
Beginning of year | | | 475,405,163 | | | | 628,533,919 | |
End of year* | | $ | 167,454,040 | | | $ | 475,405,163 | |
* Includes (overdistributed) undistributed net investment income, respectively, of: | | | $(196,154) | | | | $454,216 | |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 23 |
Financial highlights
| | | | | | | | | | | | | | | | | | | | |
For a share of each class of beneficial interest outstanding throughout each year ended December 31, unless otherwise noted: | |
Class A Shares1 | | 2013 | | | 20122 | | | 20112 | | | 20102 | | | 20092,3 | |
| | | | | |
Net asset value, beginning of year | | | $20.80 | | | | $18.46 | | | | $23.98 | | | | $20.35 | | | | $10.83 | |
| | | | | |
Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.19 | | | | 0.25 | | | | 0.22 | | | | 0.11 | | | | 0.15 | |
Net realized and unrealized gain (loss) | | | (1.72) | | | | 2.43 | | | | (5.64) | | | | 3.61 | | | | 9.58 | |
Total income (loss) from operations | | | (1.53) | | | | 2.68 | | | | (5.42) | | | | 3.72 | | | | 9.73 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.32) | | | | (0.34) | | | | (0.10) | | | | (0.09) | | | | (0.21) | |
Total distributions | | | (0.32) | | | | (0.34) | | | | (0.10) | | | | (0.09) | | | | (0.21) | |
| | | | | |
Net asset value, end of year | | | $18.95 | | | | $20.80 | | | | $18.46 | | | | $23.98 | | | | $20.35 | |
Total return4 | | | (7.31) | % | | | 14.59 | % | | | (22.56) | % | | | 18.33 | % | | | 90.34 | % |
| | | | | |
Net assets, end of year (000s) | | | $11,140 | | | | $20,460 | | | | $22,642 | | | | $17,565 | | | | $12,070 | |
| | | | | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses5 | | | 1.72 | %6 | | | 1.62 | %6 | | | 1.62 | %6 | | | 1.63 | % | | | 1.56 | %7 |
Net expenses5,8,9,10 | | | 1.49 | 6 | | | 1.48 | 6 | | | 1.49 | 6 | | | 1.50 | | | | 1.50 | 7 |
Net investment income | | | 0.94 | | | | 1.27 | | | | 1.01 | | | | 0.51 | | | | 1.02 | 7 |
| | | | | |
Portfolio turnover rate | | | 140 | % | | | 104 | % | | | 99 | % | | | 64 | % | | | 106 | % |
1 | Per share amounts have been calculated using the average shares method. |
2 | Represents a share of capital stock outstanding prior to April 30, 2012. |
3 | For the period February 3, 2009 (commencement of operations) to December 31, 2009. |
4 | Performance figures, exclusive of sales charges, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
5 | Does not include expenses of the Underlying Funds in which the Fund invests. |
6 | Reflects recapture of fees waived and/or expenses reimbursed from prior fiscal years. |
8 | Reflects fee waivers and/or expense reimbursements. |
9 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
10 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expenses on short sales, taxes and extraordinary expenses, to average net assets of Class A shares did not exceed 1.50%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement. |
See Notes to Financial Statements.
| | |
24 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
| | | | | | | | | | | | | | | | | | | | |
For a share of each class of beneficial interest outstanding throughout each year ended December 31: | |
Class C Shares1,2 | | 2013 | | | 20123 | | | 20113 | | | 20103 | | | 20093 | |
| | | | | |
Net asset value, beginning of year | | | $ 20.83 | | | | $ 18.42 | | | | $ 23.97 | | | | $ 20.42 | | | | $ 11.72 | |
| | | | | |
Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.06 | | | | 0.11 | | | | 0.07 | | | | (0.05) | | | | 0.05 | |
Net realized and unrealized gain (loss) | | | (1.74) | | | | 2.42 | | | | (5.62) | | | | 3.60 | | | | 8.69 | |
Total income (loss) from operations | | | (1.68) | | | | 2.53 | | | | (5.55) | | | | 3.55 | | | | 8.74 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.14) | | | | (0.12) | | | | — | | | | — | | | | (0.04) | |
Total distributions | | | (0.14) | | | | (0.12) | | | | — | | | | — | | | | (0.04) | |
| | | | | |
Net asset value, end of year | | | $19.01 | | | | $20.83 | | | | $18.42 | | | | $23.97 | | | | $20.42 | |
Total return4 | | | (8.03) | % | | | 13.77 | % | | | (23.15) | % | | | 17.39 | % | | | 74.72 | % |
| | | | | |
Net assets, end of year (000s) | | | $88,357 | | | | $133,381 | | | | $161,997 | | | | $273,698 | | | | $268,594 | |
| | | | | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses5 | | | 2.48 | %6 | | | 2.41 | %6 | | | 2.40 | %6 | | | 2.34 | % | | | 2.34 | % |
Net expenses5,7,8,9 | | | 2.24 | 6 | | | 2.23 | 6 | | | 2.25 | 6 | | | 2.25 | | | | 2.25 | |
Net investment income (loss) | | | 0.33 | | | | 0.54 | | | | 0.32 | | | | (0.24) | | | | 0.32 | |
| | | | | |
Portfolio turnover rate | | | 140 | % | | | 104 | % | | | 99 | % | | | 64 | % | | | 106 | % |
1 | On February 1, 2009, Primary Class shares were renamed Class C shares. |
2 | Per share amounts have been calculated using the average shares method. |
3 | Represents a share of capital stock outstanding prior to April 30, 2012. |
4 | Performance figures, exclusive of CDSC, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
5 | Does not include expenses of the Underlying Funds in which the Fund invests. |
6 | Reflects recapture of fees waived and/or expenses reimbursed from prior fiscal years. |
7 | Reflects fee waivers and/or expense reimbursements. |
8 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
9 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expenses on short sales, taxes and extraordinary expenses, to average net assets of Class C shares did not exceed 2.25%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement. |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 25 |
Financial highlights (cont’d)
| | | | | | | | | | | | | | | | | | | | |
For a share of each class of beneficial interest outstanding throughout each year ended December 31: | |
Class FI Shares1,2 | | 2013 | | | 20123 | | | 20113 | | | 20103 | | | 20093 | |
| | | | | |
Net asset value, beginning of year | | | $21.27 | | | | $18.85 | | | | $24.47 | | | | $20.77 | | | | $11.95 | |
| | | | | |
Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.21 | | | | 0.25 | | | | 0.24 | | | | 0.11 | | | | 0.16 | |
Net realized and unrealized gain (loss) | | | (1.77) | | | | 2.48 | | | | (5.76) | | | | 3.68 | | | | 8.88 | |
Total income (loss) from operations | | | (1.56) | | | | 2.73 | | | | (5.52) | | | | 3.79 | | | | 9.04 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.30) | | | | (0.31) | | | | (0.10) | | | | (0.09) | | | | (0.22) | |
Total distributions | | | (0.30) | | | | (0.31) | | | | (0.10) | | | | (0.09) | | | | (0.22) | |
| | | | | |
Net asset value, end of year | | | $19.41 | | | | $21.27 | | | | $18.85 | | | | $24.47 | | | | $20.77 | |
Total return4 | | | (7.32) | % | | | 14.56 | % | | | (22.56) | % | | | 18.31 | % | | | 76.06 | % |
| | | | | |
Net assets, end of year (000s) | | | $7,595 | | | | $18,741 | | | | $20,543 | | | | $35,116 | | | | $22,977 | |
| | | | | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses5 | | | 1.85 | %6 | | | 1.65 | %6 | | | 1.69 | %6 | | | 1.57 | % | | | 1.64 | % |
Net expenses5,7,8,9 | | | 1.49 | 6 | | | 1.48 | 6 | | | 1.50 | 6 | | | 1.50 | | | | 1.50 | |
Net investment income | | | 1.05 | | | | 1.23 | | | | 1.08 | | | | 0.51 | | | | 1.02 | |
| | | | | |
Portfolio turnover rate | | | 140 | % | | | 104 | % | | | 99 | % | | | 64 | % | | | 106 | % |
1 | On October 5, 2009, Financial Intermediary Class shares were renamed as Class FI shares. |
2 | Per share amounts have been calculated using the average shares method. |
3 | Represents a share of capital stock outstanding prior to April 30, 2012. |
4 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
5 | Does not include expenses of the Underlying Funds in which the Fund invests. |
6 | Reflects recapture of fees waived and/or expenses reimbursed from prior fiscal years. |
7 | Reflects fee waivers and/or expense reimbursements. |
8 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
9 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expenses on short sales, taxes and extraordinary expenses, to average net assets of Class FI shares did not exceed 1.50%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement. |
See Notes to Financial Statements.
| | |
26 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
| | | | | | | | | | | | |
For a share of each class of beneficial interest outstanding throughout each year ended December 31, unless otherwise noted: | |
Class R Shares1 | | 2013 | | | 20122 | | | 20112,3 | |
| | | |
Net asset value, beginning of year | | | $20.86 | | | | $18.48 | | | | $23.69 | |
| | | |
Income (loss) from operations: | | | | | | | | | | | | |
Net investment income | | | 0.20 | | | | 0.05 | | | | 0.10 | |
Net realized and unrealized gain (loss) | | | (1.79) | | | | 2.60 | | | | (5.26) | |
Total income (loss) from operations | | | (1.59) | | | | 2.65 | | | | (5.16) | |
| | | |
Less distributions from: | | | | | | | | | | | | |
Net investment income | | | (0.27) | | | | (0.27) | | | | (0.05) | |
Total distributions | | | (0.27) | | | | (0.27) | | | | (0.05) | |
| | | |
Net asset value, end of year | | | $19.00 | | | | $20.86 | | | | $18.48 | |
Total return4 | | | (7.59) | % | | | 14.38 | % | | | (21.77) | % |
| | | |
Net assets, end of year (000s) | | | $129 | | | | $44 | | | | $2 | |
| | | |
Ratios to average net assets: | | | | | | | | | | | | |
Gross expenses5 | | | 2.30 | % | | | 1.99 | %6 | | | 2.69 | %7 |
Net expenses5,8,9,10 | | | 1.74 | | | | 1.74 | 6 | | | 1.75 | 7 |
Net investment income | | | 1.03 | | | | 0.22 | | | | 0.74 | 7 |
| | | |
Portfolio turnover rate | | | 140 | % | | | 104 | % | | | 99 | % |
1 | Per share amounts have been calculated using the average shares method. |
2 | Represents a share of capital stock outstanding prior to April 30, 2012. |
3 | For the period May 18, 2011 (commencement of operations) to December 31, 2011. |
4 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
5 | Does not include expenses of the Underlying Funds in which the Fund invests. |
6 | Reflects recapture of fees waived and/or expenses reimbursed from prior fiscal years. |
8 | Reflects fee waivers and/or expense reimbursements. |
9 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
10 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expenses on short sales, taxes and extraordinary expenses, to average net assets of Class R shares did not exceed 1.75%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement. |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 27 |
Financial highlights (cont’d)
| | | | | | | | | | | | | | | | | | | | |
For a share of each class of beneficial interest outstanding throughout each year ended December 31: | |
Class I Shares1,2 | | 2013 | | | 20123 | | | 20113 | | | 20103 | | | 20093 | |
| | | | | |
Net asset value, beginning of year | | | $21.21 | | | | $18.81 | | | | $24.42 | | | | $20.75 | | | | $11.97 | |
| | | | | |
Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.31 | | | | 0.30 | | | | 0.29 | | | | 0.16 | | | | 0.20 | |
Net realized and unrealized gain (loss) | | | (1.85) | | | | 2.46 | | | | (5.75) | | | | 3.68 | | | | 8.89 | |
Total income (loss) from operations | | | (1.54) | | | | 2.76 | | | | (5.46) | | | | 3.84 | | | | 9.09 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.28) | | | | (0.36) | | | | (0.15) | | | | (0.17) | | | | (0.31) | |
Total distributions | | | (0.28) | | | | (0.36) | | | | (0.15) | | | | (0.17) | | | | (0.31) | |
| | | | | |
Net asset value, end of year | | | $19.39 | | | | $21.21 | | | | $18.81 | | | | $24.42 | | | | $20.75 | |
Total return4 | | | (7.26) | % | | | 14.73 | % | | | (22.37) | % | | | 18.58 | % | | | 76.48 | % |
| | | | | |
Net assets, end of year (000s) | | | $59,183 | | | | $255,513 | | | | $366,930 | | | | $443,981 | | | | $282,224 | |
| | | | | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses5 | | | 1.52 | % | | | 1.39 | % | | | 1.30 | % | | | 1.27 | % | | | 1.28 | % |
Net expenses5,6,7,8 | | | 1.43 | | | | 1.33 | | | | 1.26 | | | | 1.25 | | | | 1.25 | |
Net investment income | | | 1.51 | | | | 1.49 | | | | 1.29 | | | | 0.74 | | | | 1.25 | |
| | | | | |
Portfolio turnover rate | | | 140 | % | | | 104 | % | | | 99 | % | | | 64 | % | | | 106 | % |
1 | On October 5, 2009, Institutional Class shares were renamed Class I shares. |
2 | Per share amounts have been calculated using the average shares method. |
3 | Represents a share of capital stock outstanding prior to April 30, 2012. |
4 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
5 | Does not include expenses of the Underlying Funds in which the Fund invests. |
6 | Reflects fee waivers and/or expense reimbursements. |
7 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
8 | The manager has agreed to waive fees and/or reimburse operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expenses on short sales, taxes and extraordinary expenses at the annual rate of 0.06% of average daily net assets for Class I shares. The calculations of any required waivers and reimbursements are done on a daily basis. No such waivers or reimbursements will be made beyond the amount necessary to reduce the class’ annualized expenses to 1.25% of average daily net assets on any given day. This arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent. Acquired fund fees and expense are subject to the arrangement. |
See Notes to Financial Statements.
| | |
28 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
| | | | | | | | | | | | | | | | | | | | |
For a share of each class of beneficial interest outstanding throughout each year ended December 31: | |
Class IS Shares1,2 | | 2013 | | | 20123 | | | 20113 | | | 20103 | | | 20093 | |
| | | | | |
Net asset value, beginning of year | | | $21.23 | | | | $18.82 | | | | $24.43 | | | | $20.76 | | | | $11.97 | |
| | | | | |
Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.30 | | | | 0.33 | | | | 0.31 | | | | 0.16 | | | | 0.22 | |
Net realized and unrealized gain (loss) | | | (1.77) | | | | 2.46 | | | | (5.77) | | | | 3.69 | | | | 8.88 | |
Total income (loss) from operations | | | (1.47) | | | | 2.79 | | | | (5.46) | | | | 3.85 | | | | 9.10 | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.38) | | | | (0.38) | | | | (0.15) | | | | (0.18) | | | | (0.31) | |
Total distributions | | | (0.38) | | | | (0.38) | | | | (0.15) | | | | (0.18) | | | | (0.31) | |
| | | | | |
Net asset value, end of year | | | $19.38 | | | | $21.23 | | | | $18.82 | | | | $24.43 | | | | $20.76 | |
Total return4 | | | (6.88) | % | | | 14.89 | % | | | (22.36) | % | | | 18.59 | % | | | 76.57 | % |
| | | | | |
Net assets, end of year (000s) | | | $1,050 | | | | $47,266 | | | | $56,420 | | | | $71,489 | | | | $55,740 | |
| | | | | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses5 | | | 1.31 | %6 | | | 1.29 | %6 | | | 1.26 | %6 | | | 1.23 | % | | | 1.25 | % |
Net expenses5,8,9 | | | 1.20 | 6,7 | | | 1.23 | 6,7 | | | 1.24 | 6,7 | | | 1.23 | 7 | | | 1.25 | |
Net investment income | | | 1.49 | | | | 1.63 | | | | 1.37 | | | | 0.76 | | | | 1.37 | |
| | | | | |
Portfolio turnover rate | | | 140 | % | | | 104 | % | | | 99 | % | | | 64 | % | | | 106 | % |
1 | On October 5, 2009, Institutional Select Class shares were renamed Class IS shares. |
2 | Per share amounts have been calculated using the average shares method. |
3 | Represents a share of capital stock outstanding prior to April 30, 2012. |
4 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
5 | Does not include expenses of the Underlying Funds in which the Fund invests. |
6 | Reflects recapture of fees waived and/or expenses reimbursed from prior fiscal years. |
7 | Reflects fee waivers and/or expense reimbursements. |
8 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
9 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expenses on short sales, taxes and extraordinary expenses, to average net assets of Class IS shares did not exceed 1.25%. In addition, total annual fund operating expenses for Class IS shares did not exceed total annual fund operating expenses for Class I shares. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement. |
See Notes to Financial Statements.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 29 |
Notes to financial statements
1. Organization and significant accounting policies
Legg Mason Batterymarch Emerging Markets Trust (the “Fund”) is a separate diversified investment series of Legg Mason Global Asset Management Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. On April 30, 2012, the Fund was reorganized as a new series of the Trust. Prior to April 30, 2012, the Fund was organized as a series of Legg Mason Global Trust, Inc., a Maryland corporation.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(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. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.
The Board of Trustees is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Trustees, is responsible for making fair value determinations,
| | |
30 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Trustees, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Trustees quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of 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 discount estimated future cash flows to present value.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
Ÿ | | Level 1 — quoted prices in active markets for identical investments |
Ÿ | | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
Ÿ | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 31 |
Notes to financial statements (cont’d)
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:
| | | | | | | | | | | | | | | | |
ASSETS | |
Description | | Quoted Prices (Level 1) | | | Other Significant Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Long-term investments†: | | | | | | | | | | | | | | | | |
Common stocks: | | | | | | | | | | | | | | | | |
Financials | | $ | 38,978,650 | | | $ | 3,385,911 | | | | — | | | $ | 42,364,561 | |
Industrials | | | 19,343,938 | | | | 1,267,350 | | | | — | | | | 20,611,288 | |
Other common stocks | | | 96,869,078 | | | | — | | | | — | | | | 96,869,078 | |
Preferred stocks | | | 8,149,512 | | | | — | | | | — | | | | 8,149,512 | |
Total long-term investments | | $ | 163,341,178 | | | $ | 4,653,261 | | | | — | | | $ | 167,994,439 | |
Short-term investments† | | | — | | | | 894,000 | | | | — | | | | 894,000 | |
Total investments | | $ | 163,341,178 | | | $ | 5,547,261 | | | | — | | | $ | 168,888,439 | |
Other financial instruments: | | | | | | | | | | | | | | | | |
Forward foreign currency contracts | | | — | | | | 1,589 | | | | — | | | | 1,589 | |
Total | | $ | 163,341,178 | | | $ | 5,548,850 | | | | — | | | $ | 168,890,028 | |
† | See Schedule of Investments for additional detailed categorizations. |
For the year ended December 31, 2013, as a result of the fair value pricing procedures for international equities utilized by the Fund, certain securities have transferred in and out of Level 1 and Level 2 measurements during the period. The Fund’s policy is to recognize transfers between levels as of the end of the reporting period. At December 31, 2013, securities valued at $78,230,570 were transferred from Level 2 to Level 1 within the fair value hierarchy.
(b) Repurchase agreements. The Fund 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, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’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-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund 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
| | |
32 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
the Fund 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 Fund 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 Fund 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 Fund’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 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) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 33 |
Notes to financial statements (cont’d)
(e) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(f) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Portfolio to increased risk of loss.
The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.
Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.
Absent an event of default by the counterparty or a termination of the agreement, the terms of the master agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.
As of December 31, 2013, the Fund did not have any open derivative transactions with credit related contingent features in a net liability position.
| | |
34 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
(g) 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 Fund 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 a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.
(h) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(i) Share class accounting. Investment income, common expenses and realized/unrealized gains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.
(j) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.
(k) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund 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 or state income tax provision is required in the Fund’s financial statements.
Management has analyzed the Fund���s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2013, no provision for income tax is required in the Fund’s financial statements. The Fund’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 the 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. As of December 31, 2013, there was $1,172 of capital gains tax liabilities accrued on unrealized gains.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 35 |
Notes to financial statements (cont’d)
(l) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. During the current year, the following reclassifications have been made:
| | | | | | | | |
| | Overdistributed Net Investment Income | | | Accumulated Net Realized Loss | |
(a) | | $ | (1,482,288) | | | $ | 1,482,288 | |
(a) | Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, book/tax differences in the treatment of passive foreign investment companies and book/tax differences in the treatment of foreign capital gain taxes. |
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Batterymarch Financial Management, Inc. (“Batterymarch”) is the Fund’s investment adviser. Effective February 2013, Western Asset Management Company (“Western Asset”) manages the Fund’s cash and short-term instruments. LMPFA, Batterymarch and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 1.00% of the Fund’s average daily net assets.
LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the investment adviser the day-to-day portfolio management of the Fund, except for the management of cash and short-term instruments, which, effective February 2013, is provided by Western Asset. For its services, LMPFA pays Batterymarch and Western Asset an aggregate fee equal to 75% of the net management fee it receives from the Fund.
As a result of expense limitation arrangements between the Fund and LMPFA, the ratio of expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of ETFs), dividend expense on short sales, taxes and extraordinary expenses, to average net assets of Class A, Class C, Class FI, Class R and Class IS shares did not exceed 1.50%, 2.25%, 1.50%, 1.75% and 1.25%, respectively. Acquired fund fees and expenses are subject to the expense limitation arrangement. In addition, total annual fund operating expenses for Class IS shares did not exceed total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent.
LMPFA has also agreed to waive fees and/or reimburse operating expenses other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of ETFs), taxes, extraordinary expenses and dividend expense on short sales, at the annual rate of 0.06% of average daily net assets for Class I shares, provided that no waiver or reimbursement will be made beyond the amount necessary to reduce that class’ annualized expenses to 1.25% of average daily net assets. The calculations of any required waivers and reimbursements are done on a daily basis. Acquired fund fees and expenses are subject to the expense limitation arrangement. This arrangement is not subject to
| | |
36 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
recapture. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees’ consent.
During the year ended December 31, 2013, fees waived and/or expenses reimbursed amounted to $512,989.
The investment manager is permitted to recapture amounts waived or reimbursed to a class within three years after the fiscal year in which the investment manager earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will the investment manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual operating expenses exceeding the expense cap or any other lower limit then in effect.
Pursuant to these arrangements, at December 31, 2013, the Fund had remaining fee waivers and/or expense reimbursements subject to recapture by LMPFA and respective dates of expiration as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class FI | | | Class R | | | Class IS | |
Expires December 31, 2014 | | $ | 26,066 | | | $ | 344,416 | | | $ | 61,296 | | | $ | 9 | | | $ | 15,361 | |
Expires December 31, 2015 | | | 30,988 | | | | 265,986 | | | | 32,943 | | | | 110 | | | | 28,132 | |
Expires December 31, 2016 | | | 31,616 | | | | 256,506 | | | | 42,561 | | | | 737 | | | | 33,979 | |
Total fee waivers/expense reimbursements subject to recapture | | $ | 88,670 | | | $ | 866,908 | | | $ | 136,800 | | | $ | 856 | | | $ | 77,472 | |
For the year ended December 31, 2013, LMPFA recaptured $5,392, $68,232, $1,525 and $1,142 for Class A, Class C, Class FI and Class IS, respectively.
Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sole and exclusive distributor.
There is a maximum initial sales charge of 5.75% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 1.00% on Class C shares, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.
For the year ended December 31, 2013, LMIS and its affiliates retained sales charges of $1,822 on sales of the Fund’s Class A shares. In addition, for the year ended December 31, 2013, CDSC’s paid to LMIS and its affiliates were:
Under a Deferred Compensation Plan (the “Plan”), Trustees may elect to defer receipt of all or a specified portion of their compensation. A participating Trustee may select one or more
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 37 |
Notes to financial statements (cont’d)
funds managed by affiliates of Legg Mason in which his or her deferred trustee’s fees will be deemed to be invested. Deferred amounts remain in the Fund until distributed in accordance with the Plan.
All officers and two Trustees of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
3. Investments
During the year ended December 31, 2013, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| | | | |
Purchases | | $ | 436,780,618 | |
Sales | | | 702,672,431 | |
At December 31, 2013, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
| | | | |
Gross unrealized appreciation | | $ | 32,455,872 | |
Gross unrealized depreciation | | | (8,402,332) | |
Net unrealized appreciation | | $ | 24,053,540 | |
At December 31, 2013, the Fund had the following open forward foreign currency contracts:
| | | | | | | | | | | | | | | | | | |
Foreign Currency | | Counterparty | | Local Currency | | | Market Value | | | Settlement Date | | | Unrealized Gain | |
Contracts to Sell: | | | | | | | | | | | | | | | | | | |
South African Rand | | State Street Bank & Trust Co. | | | 916,552 | | | $ | 87,374 | | | | 1/2/14 | | | $ | 1,221 | |
South African Rand | | State Street Bank & Trust Co. | | | 311,681 | | | | 29,712 | | | | 1/3/14 | | | | 368 | |
Net unrealized gain on open forward foreign currency contracts | | | | | | | $ | 1,589 | |
4. Derivative instruments and hedging activities
GAAP requires enhanced disclosure about an entity’s derivative and hedging activities.
Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2013.
| | | | |
ASSET DERIVATIVES1 | |
| | Foreign Exchange Risk | |
Forward foreign currency contracts | | $ | 1,589 | |
(1) | Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation). |
The following table provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2013. The table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.
| | |
38 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
| | | | |
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED | |
| | Foreign Exchange Risk | |
Forward foreign currency contracts | | $ | 1,589 | |
During the year ended December 31, 2013, the volume of derivative activity for the Fund was as follows:
| | | | |
| | Average Market Value | |
Forward foreign currency (to sell) | | $ | 9,007 | |
The following table presents by financial instrument, the Fund’s derivative assets net of the related collateral held by the Fund at December 31, 2013:
| | | | | | | | | | | | |
| | Gross Amount of Derivative Assets in the Statement of Assets and Liabilities1 | | | Collateral Received2 | | | Net Amount | |
Forward foreign currency contracts | | $ | 1,589 | | | | — | | | $ | 1,589 | |
1 | Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. |
2 | In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization. |
5. Class specific expenses, waivers and/or expense reimbursements
The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service fee with respect to its Class A, Class C, Class FI and Class R shares calculated at the annual rate of 0.25% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class C and Class R shares calculated at the annual rate of 0.75% and 0.25% of the average daily net assets of each class, respectively. Service and distribution fees are accrued daily and paid monthly.
For the year ended December 31, 2013, class specific expenses were as follows:
| | | | | | | | |
| | Service and/or Distribution Fees | | | Transfer Agent Fees | |
Class A | | $ | 34,083 | | | $ | 23,589 | |
Class C | | | 1,069,038 | | | | 168,078 | |
Class FI | | | 29,218 | | | | 36,837 | |
Class R | | | 664 | | | | 712 | |
Class I | | | — | | | | 352,400 | |
Class IS | | | — | | | | 7,085 | |
Total | | $ | 1,133,003 | | | $ | 588,701 | |
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 39 |
Notes to financial statements (cont’d)
For the year ended December 31, 2013, expense reimbursements by class were as follows:
| | | | |
| | Waivers/Expense Reimbursements | |
Class A | | $ | 31,616 | |
Class C | | | 256,506 | |
Class FI | | | 42,561 | |
Class R | | | 737 | |
Class I | | | 147,590 | |
Class IS | | | 33,979 | |
Total | | $ | 512,989 | |
6. Distributions to shareholders by class
| | | | | | | | |
| | Year Ended December 31, 2013 | | | Year Ended December 31, 2012 | |
Net Investment Income: | | | | | | | | |
Class A | | $ | 192,085 | | | $ | 342,929 | |
Class C | | | 711,994 | | | | 805,708 | |
Class FI | | | 131,969 | | | | 277,833 | |
Class R | | | 1,924 | | | | 514 | |
Class I | | | 1,416,703 | | | | 4,725,249 | |
Class IS | | | 122,922 | | | | 861,379 | |
Total | | $ | 2,577,597 | | | $ | 7,013,612 | |
7. Shares of beneficial interest
At December 31, 2013, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares 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. On April 30, 2012, the Fund was reorganized as a new series of the Trust.
Prior to April 30, 2012, the Fund was a series of a Maryland corporation and had 125,000,000 shares authorized at $0.001 par value for each of the Fund’s Class C and Class I shares, and 100,000,000 shares authorized at $0.001 par value for each of the Fund’s Class A, Class FI, Class R and Class IS shares.
Transactions in shares of each class were as follows:
| | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2013 | | | Year Ended December 31, 2012 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Class A | | | | | | | | | | | | | | | | |
Shares sold | | | 147,167 | | | $ | 2,895,251 | | | | 184,401 | | | $ | 3,626,443 | |
Shares issued on reinvestment | | | 10,141 | | | | 190,015 | | | | 16,542 | | | | 333,938 | |
Shares repurchased | | | (553,012) | | | | (11,234,681) | | | | (443,769) | | | | (8,808,071) | |
Net decrease | | | (395,704) | | | $ | (8,149,415) | | | | (242,826) | | | $ | (4,847,690) | |
| | |
40 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
| | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2013 | | | Year Ended December 31, 2012 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Class C | | | | | | | | | | | | | | | | |
Shares sold | | | 237,141 | | | $ | 4,676,878 | | | | 373,838 | | | $ | 7,408,254 | |
Shares issued on reinvestment | | | 37,251 | | | | 698,340 | | | | 38,698 | | | | 787,400 | |
Shares repurchased | | | (2,030,853) | | | | (40,091,477) | | | | (2,801,631) | | | | (55,028,330) | |
Net decrease | | | (1,756,461) | | | $ | (34,716,259) | | | | (2,389,095) | | | $ | (46,832,676) | |
| | | | |
Class FI | | | | | | | | | | | | | | | | |
Shares sold | | | 130,077 | | | $ | 2,623,290 | | | | 268,790 | | | $ | 5,337,958 | |
Shares issued on reinvestment | | | 6,845 | | | | 131,268 | | | | 13,426 | | | | 277,157 | |
Shares repurchased | | | (626,682) | | | | (12,503,982) | | | | (491,207) | | | | (9,962,777) | |
Net decrease | | | (489,760) | | | $ | (9,749,424) | | | | (208,991) | | | $ | (4,347,662) | |
| | | | |
Class R | | | | | | | | | | | | | | | | |
Shares sold | | | 7,145 | | | $ | 148,994 | | | | 4,812 | | | $ | 87,148 | |
Shares issued on reinvestment | | | 102 | | | | 1,924 | | | | 25 | | | | 514 | |
Shares repurchased | | | (2,563) | | | | (48,011) | | | | (2,822) | | | | (55,207) | |
Net increase | | | 4,684 | | | $ | 102,907 | | | | 2,015 | | | $ | 32,455 | |
| | | | |
Class I | | | | | | | | | | | | | | | | |
Shares sold | | | 3,697,219 | | | $ | 75,593,904 | | | | 6,384,785 | | | $ | 128,953,826 | |
Shares issued on reinvestment | | | 67,275 | | | | 1,284,915 | | | | 209,887 | | | | 4,310,216 | |
Shares repurchased | | | (12,757,651) | | | | (239,381,268) | | | | (14,060,360) | | | | (283,849,689) | |
Net decrease | | | (8,993,157) | | | $ | (162,502,449) | | | | (7,465,688) | | | $ | (150,585,647) | |
| | | | |
Class IS | | | | | | | | | | | | | | | | |
Shares sold | | | 403,440 | | | $ | 8,509,707 | | | | 584,898 | | | $ | 11,435,349 | |
Shares issued on reinvestment | | | 6,447 | | | | 122,922 | | | | 41,908 | | | | 861,379 | |
Shares repurchased | | | (2,582,590) | | | | (51,682,650) | | | | (1,398,328) | | | | (27,546,150) | |
Net decrease | | | (2,172,703) | | | $ | (43,050,021) | | | | (771,522) | | | $ | (15,249,422) | |
8. Line of credit
The Fund, along with certain other Legg Mason Funds, participated in a $200 million line of credit (“Credit Agreement”) to be used for temporary or emergency purposes. This 364-day revolving Credit Agreement matured on February 28, 2013. Pursuant to the Credit Agreement, each participating fund was liable only for principal and interest payments related to borrowings made by that fund. Borrowings under the Credit Agreement bore interest at a rate equal to the prevailing LIBOR rate plus the LIBOR rate margin. The Fund did not utilize the line of credit during the period ended February 28, 2013. The Fund did not renew the Credit Agreement.
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 41 |
Notes to financial statements (cont’d)
9. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended December 31, was as follows:
| | | | | | | | |
| | 2013 | | | 2012 | |
Distributions Paid From: | | | | | | | | |
Ordinary income | | $ | 2,577,597 | | | $ | 7,013,612 | |
As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:
| | | | |
Deferred capital losses* | | $ | (15,587,509) | |
Capital loss carryforward** | | | (56,536,720) | |
Other book/tax temporary differences(a) | | | (196,154) | |
Unrealized appreciation (depreciation)(b) | | | 24,039,544 | |
Total accumulated earnings (losses) — net | | $ | (48,280,839) | |
* | These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future capital gains. These losses must be utilized before any of the fund’s capital loss carryforward may be utilized. |
** | During the taxable year ended December 31, 2013, the Fund utilized $3,579,444 of its capital loss carryforward available from previous years. As of December 31, 2013, the Fund had the following net capital loss carryforward remaining: |
| | | | |
Year of Expiration | | Amount | |
12/31/2017 | | $ | (56,536,720 | ) |
These amounts will be available to offset any future taxable capital gains.
(a) | Other book/tax temporary differences are attributable primarily to the realization for tax purposes of unrealized gains (losses) on certain foreign currency contracts, the deferral of certain late year losses for tax purposes and 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 to the tax deferral of losses on wash sales. |
10. Recent accounting pronouncement
The Fund has adopted the disclosure provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) — Disclosures about Offsetting Assets and Liabilities along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) — Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial instruments and transactions that are either offset in the statement of assets and liabilities or subject to a master netting agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions.
| | |
42 | | Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report |
Report of independent registered public accounting firm
To the Board of Trustees of Legg Mason Global Asset Management Trust and to the Shareholders of Legg Mason Batterymarch Emerging Markets Trust:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Legg Mason Batterymarch Emerging Markets Trust (one of the funds comprising Legg Mason Global Asset Management Trust, the “Fund”) at December 31, 2013, the results of its operations, the changes in its net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Baltimore, Maryland
February 19, 2014
| | |
Legg Mason Batterymarch Emerging Markets Trust 2013 Annual Report | | 43 |
Board approval of management and subadvisory agreements (unaudited)
At its November 2013 meeting, the Fund’s Board of Trustees (the “Board”) approved the continuation of the management agreement (the “Management Agreement”) with Legg Mason Partners Fund Advisor, LLC (the “Manager”), the investment advisory agreement (the “Advisory Agreement”) with Batterymarch Financial Management, Inc. (the “Adviser”) and the sub-advisory agreement (the “Sub-Advisory Agreement”) pursuant to which Western Asset Management Company (“Western Asset”) provides day-to-day management of the Fund’s cash and short-term investments. (The Management, Advisory and Sub-Advisory Agreements are collectively referred to as the “Agreements.”) The trustees who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) (the “Independent Trustees”), met on October 10, 2013, with the assistance of their independent legal counsel and their contract review consultant, to review and evaluate the materials provided by the Manager and the Adviser to assist the Board, and in particular the Independent Trustees, in considering renewal of the Management and Advisory Agreements, respectively. At such October meeting the Independent Trustees received a presentation from senior Fund management and reviewed the information provided, as well as a memorandum from their independent legal counsel and materials from the contract review consultant. The Board, including the Independent Trustees, at its November 2013 meeting, reviewed and evaluated the materials provided by Western Asset to assist the Board, and in particular the Independent Trustees, in considering renewal of the Sub-Advisory Agreement. The Independent Trustees further discussed renewal of the Management, Advisory and Sub-Advisory Agreements in an executive session with independent legal counsel on November 8, 2013.
In voting to approve the continuance of Agreements, the Board, including the Independent Trustees, considered whether continuance of the Agreements would be in the best interests of the Fund and its shareholders. No single factor or item of information reviewed by the Board was identified as the principal factor in determining whether to approve the Agreements. Based upon its evaluation of all material factors, including those described below, the Board concluded that the terms of each Agreement are reasonable and fair and that it was in the best interest of the Fund and its shareholders to approve continuance of the Agreements.
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager, the Adviser and Western Asset, under the Management, Advisory and Sub-Advisory Agreements, respectively. The Board also considered the Manager’s supervisory activities over the Adviser and Western Asset. In addition, the Board received and considered other information regarding the administrative and other services rendered to the Fund and its shareholders by the Manager and its affiliates. 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, the Manager’s role in coordinating the activities of the Adviser, Western Asset and the Fund’s other service providers and the services rendered by the Adviser and Western Asset. The Board’s evaluation of the services provided by the Manager, the Adviser and Western Asset took
| | |
44 | | Legg Mason Batterymarch Emerging Markets Trust |
into account the Board’s knowledge and familiarity gained as Board members of funds in the Legg Mason fund complex, including the scope and quality of the investment management and other capabilities of the Manager, the Adviser and Western Asset and the quality of the Manager’s administrative and other services.
The Board reviewed the qualifications, backgrounds and responsibilities of the senior personnel serving the Fund and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and the Manager’s affiliates, the financial resources available through the Manager’s parent organization, Legg Mason, Inc.
The Board considered the division of responsibilities between the Manager and the Adviser and Western Asset and the oversight provided by the Manager. The Board also considered the Adviser’s brokerage policies and practices, the standards applied in seeking best execution, the policies regarding soft dollars, and the existence of quality controls applicable to brokerage allocation procedures.
The Board received and reviewed performance information for the Fund and for a group of funds (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 Lipper data also included a comparison of the Fund’s performance to a Lipper benchmark. In addition, the Trustees noted that they also had received and discussed at periodic intervals information comparing the Fund’s performance to that of its benchmark and had met with the Fund’s portfolio managers at in-person meetings throughout the year.
The Board also received and reviewed supplemental performance benchmarking materials prepared by the Independent Trustees’ contract review consultant. Although the peer group and product category measures used by the contract review consultant were not the same as the Performance Universe used by Lipper, the Board noted that the results of the consultant’s measures were consistent with and confirmed the results of the Lipper data. The Board also reviewed other measures of performance and risk provided by the contract review consultant.
With respect to the Lipper information, the Board noted the Fund’s underperformance of the Class I Shares for the one, three and five-year periods ended June 30, 2013, with its performance ranking in the fifth quintile for all periods. The Board considered the analysis provided by the Adviser of the reasons for the underperformance during specific periods and the actions taken by the Adviser in response to improve performance. The Board noted that its evaluation of the factors of the nature, extent and quality of services and investment performance led it to conclude that it was in the best interest of the Fund to approve renewal of the Advisory Agreement.
| | |
Legg Mason Batterymarch Emerging Markets Trust | | 45 |
Board approval of management and subadvisory agreements (unaudited) (cont’d)
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, advisory and sub-advisory services provided by the Manager, the Adviser and Western Asset, respectively. The Board noted that the Manager, and not the Fund, pays the fee to the Adviser and Western Asset. In addition, the Board reviewed and considered the actual management fee rate (after taking into account fees waived and expense reimbursements by the Manager which partially reduced the management fee paid to the Manager) (“Actual Management Fee”).
The Board also reviewed information regarding the fees the Manager, the Adviser and Western Asset 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, and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers, including the Adviser and Western Asset. The Board considered the fee comparisons in light of the scope of services required to manage these different types of accounts. The Board noted that, although the Fund’s Contractual Management Fee is above that of the complex-wide range, the Actual Management Fee is only slightly above the range and is less than the median of its Lipper expense group.
The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, sets out the range of fees based on asset classes. In addition, the Manager provided and discussed with the Board a comparison with the fees of other registered investment companies managed in the same investment style. Management also discussed with the Board the Fund’s distribution arrangements, including how amounts received by the Fund’s distributors are expended.
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 funds selected by Lipper as comparable to the Fund and a broader universe of funds also selected by Lipper. The Board also received and reviewed supplemental expense benchmarking materials prepared by the Independent Trustees’ contract review consultant. Although the peer group and product category measures used by the contract review consultant were not the same as the Lipper expense group or expense universe, the Board noted that results of the consultant’s measures were consistent with and confirmed the results of the Lipper data. With respect to the Lipper information, the Board noted that the Fund’s Contractual and Actual Management Fees of the Class I Shares were less than median (second quintile) and that actual total expenses of the Class I Shares, although slightly above the median of the peer group, were lower than the expense universe average median.
The Board was provided an overview of the process followed in conducting the profitability study and received a report on the profitability of Legg Mason in providing services to the
| | |
46 | | Legg Mason Batterymarch Emerging Markets Trust |
Fund, based on financial information and business data for the 12 months ended March 31, 2013, which corresponds to Legg Mason’s most recently completed fiscal year. The Board considered the profitability study along with the other materials previously provided to the Board and determined that the profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.
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 noted that as a result of market conditions and net redemptions, the Fund complex had suffered a substantial decline in assets over its historic highs. Given the asset size of the Fund and the complex, the Board concluded that although there were no current breakpoints, any economies of scale currently being realized were appropriately being reflected in the Management Fee paid by the Fund.
The Board considered other benefits received by the Manager and its affiliates, as a result of the Manager’s relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. The Board also considered the information provided by the Manager regarding intermediary arrangements.
In light of the structure of the fees, the costs of providing investment management and other services to the Fund, the Manager’s ongoing commitment to the Fund and the ancillary benefits received, the Board concluded that the Management Fees were reasonable.
After evaluation of all material factors, the Board concluded that the approval of each Agreement is in the best interest of the Fund.
| | |
Legg Mason Batterymarch Emerging Markets Trust | | 47 |
Additional information (unaudited)
Information about Trustees and Officers
The business and affairs of Legg Mason Batterymarch Emerging Markets Trust (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Kenneth D. Fuller, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Trustees and officers of the Fund is set forth below.
The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Fund at 1-877-721-1926.
| | |
Independent Trustees1 |
Ruby P. Hearn |
Year of birth | | 1940 |
Position(s) with Trust | | Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Senior Vice President Emerita of The Robert Wood Johnson Foundation (non-profit) since 2001; Member of the Institute of Medicine since 1982; formerly: Trustee of the New York Academy of Medicine (2004 to 2012); Director of the Institute for Healthcare Improvement (2002 to 2012); Senior Vice President of The Robert Wood Johnson Foundation (1996 to 2001); Fellow of The Yale Corporation (1992 to 1998). |
Number of funds in fund complex overseen by Trustee | | 18 |
Other board memberships held by Trustee during past five years | | None |
|
Arnold L. Lehman |
Year of birth | | 1944 |
Position(s) with Trust | | Lead Independent Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Director of the Brooklyn Museum since 1997; Trustee of American Federation of Arts since 1998. Formerly: Director of The Baltimore Museum of Art (1979 to 1997). |
Number of funds in fund complex overseen by Trustee | | 18 |
Other board memberships held by Trustee during past five years | | None |
|
Robin J.W. Masters |
Year of birth | | 1955 |
Position(s) with Trust | | Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Retired; formerly: Chief Investment Officer of ACE Limited (insurance) (1986 to 2000). |
Number of funds in fund complex overseen by Trustee | | 18 |
Other board memberships held by Trustee during past five years | | Director of Cheyne Capital International Limited (investment advisory firm). Formerly, Director/Trustee of Legg Mason Institutional Funds plc, WAFixed Income Funds plc and Western Asset Debt Securities Fund plc. (2007 to 2011) |
| | |
48 | | Legg Mason Batterymarch Emerging Markets Trust |
| | |
Independent Trustees1 cont’d |
Jill E. McGovern |
Year of birth | | 1944 |
Position(s) with Trust | | Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Senior Consultant, American Institute for Contemporary German Studies (AICGS) since 2007; formerly: Chief Executive Officer of The Marrow Foundation (non-profit) (1993 to 2007); Executive Director of the Baltimore International Festival (1991 to 1993); Senior Assistant to the President of The Johns Hopkins University (1986 to 1990). |
Number of funds in fund complex overseen by Trustee | | 18 |
Other board memberships held by Trustee during past five years | | Director of International Biomedical Research Alliance; Director of Lois Roth Endowment |
|
Arthur S. Mehlman |
Year of birth | | 1942 |
Position(s) with Trust | | Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Retired. Director, The University of Maryland Foundation since 1992; Director, The League for People with Disabilities since 2003; formerly: Director, Municipal Mortgage & Equity LLC (2004 to 2011); Partner, KPMG LLP (international accounting firm) (1972 to 2002). |
Number of funds in fund complex overseen by Trustee | | Director/Trustee of all Legg Mason Funds consisting of 18 portfolios; Director/Trustee of the Royce Family of Funds consisting of 34 portfolios. |
Other board memberships held by Trustee during past five years | | Director of Municipal Mortgage & Equity, LLC. (2004 to 2011) |
|
G. Peter O’Brien |
Year of birth | | 1945 |
Position(s) with Trust | | Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Retired. Trustee Emeritus of Colgate University; Board Member, Hill House, Inc. (residential home care); Board Member, Bridges School (pre- school); formerly: Managing Director, Equity Capital Markets Group of Merrill Lynch & Co. (1971-1999). |
Number of funds in fund complex overseen by Trustee | | Director/Trustee of all Legg Mason funds consisting of 18 portfolios; Director/Trustee of the Royce Family of Funds consisting of 34 portfolios. |
Other board memberships held by Trustee during past five years | | Director of Ticc Investment Capital Corp. |
| | |
Legg Mason Batterymarch Emerging Markets Trust | | 49 |
Additional information (unaudited) (cont’d)
Information about Trustees and Officers
| | |
Independent Trustees1 cont’d |
S. Ford Rowan |
Year of birth | | 1943 |
Position(s) with Trust | | Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Chairman, National Center for Critical Incident Analysis, National Defense University Foundation, since 2004; Consultant to University of Maryland University College, since 2013; Lecturer in Organizational Sciences, George Washington University, since 2000; formerly: Trustee, St. John’s College (2006 to 2012); Consultant, Rowan & Blewitt Inc. (management consulting) (1984 to 2007); Lecturer in Journalism, Northwestern University (1980 to 1993); Director, Santa Fe Institute (1999 to 2008). |
Number of funds in fund complex overseen by Trustee | | 18 |
Other board memberships held by Trustee during past five years | | None |
|
Robert M. Tarola |
Year of birth | | 1950 |
Position(s) with Trust | | Trustee |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | President of Right Advisory LLC (corporate finance and governance consulting) since 2008; Member, Investor Advisory Group of the Public Company Accounting Oversight Board since 2009; formerly Senior Vice President and Chief Financial Officer of The Howard University (2009 to 2013) (higher education and health care); Senior Vice President and Chief Financial Officer of W.R. Grace & Co. (specialty chemicals) (1999 to 2008) and MedStar Health, Inc. (healthcare) (1996 to 1999); Partner, Price Waterhouse, LLP (accounting and auditing) (1984 to 1996). |
Number of funds in fund complex overseen by Trustee | | 18 |
Other board memberships held by Trustee during past five years | | Director of TeleTech Holdings, Inc. (business process outsourcing); Director of American Kidney Fund (renal disease assistance) |
| | |
Interested Trustees3 |
Jennifer W. Murphy | | |
Year of birth | | 1964 |
Position(s) with Trust | | Trustee and Chair |
Term of office and length of time served2 | | Since 2013 |
Principal occupation(s) during past five years | | Executive Vice President and Chief Administrative Officer of Legg Mason, Inc. (since 2013); formerly: Chief Operations Officer of LMM LLC (1999 to 2013); President and CEO of Legg Mason Capital Management, LLC (“LMCM”) and Manager of LMCM and predecessors (1998 to 2013). |
Number of funds in fund complex overseen by Trustee | | 18 |
Other board memberships held by Trustee during past five years | | None |
| | |
50 | | Legg Mason Batterymarch Emerging Markets Trust |
| | |
Interested Trustees3 cont’d |
Kenneth D. Fuller | | |
Year of birth | | 1958 |
Position(s) with Trust | | Trustee, President and Chief Executive Officer |
Term of office1 and length of time served2 | | Since 2013 |
Principal occupation(s) during past five years | | Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2013); Officer and/or Trustee/Director of 167 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2013); President and Chief Executive Officer of LM Asset Services, LLC (“LMAS”) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (formerly registered investment advisers) (since 2013); formerly, Senior Vice President of LMPFA (2012 to 2013); formerly, Director of Legg Mason & Co. (2012 to 2013); formerly, Vice President of Legg Mason & Co. (2009 to 2012); formerly, Vice President — Equity Division of T. Rowe Price Associates (1993 to 2009), as well as Investment Analyst and Portfolio Manager for certain asset allocation accounts (2004 to 2009) |
Number of funds in fund complex overseen by Trustee | | 155 |
Other board memberships held by Trustee during past five years | | None |
| | |
Executive Officers |
Richard F. Sennett Legg Mason 100 International Drive, 7th Floor, Baltimore, MD 21202 | | |
Year of birth | | 1970 |
Position(s) with Trust | | Principal Financial Officer |
Term of office and length of time served2 | | Since 2011 |
Principal occupation(s) during past five years | | Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007) |
| |
Robert I. Frenkel Legg Mason 100 First Stamford Place, 6th Floor, Stamford, CT 06902 | | |
Year of birth | | 1954 |
Position(s) with Trust | | Secretary and Chief Legal Officer |
Term of office and length of time served2 | | Since 2009 |
Principal occupation(s) during past five years | | Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006) |
| | |
Legg Mason Batterymarch Emerging Markets Trust | | 51 |
Additional information (unaudited) (cont’d)
Information about Trustees and Officers
| | |
Executive Officers cont’d |
Ted P. Becker Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018 | | |
Year of birth | | 1951 |
Position(s) with Trust | | Vice President and Chief Compliance Officer |
Term of office and length of time served2 | | Since 2009 |
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 of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006) |
| |
Christopher Berarducci Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018 | | |
Year of birth | | 1974 |
Position(s) with Trust | | Treasurer |
Term of office and length of time served2 | | Since 2010 |
Principal occupation(s) during past five years | | Vice President of Legg Mason & Co. (since 2011); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2010); formerly, Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010); formerly, Manager of Fund Administration at UBS Global Asset Management (prior to 2007) |
1 | Trustees who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. Each of the Independent Trustees serves on the standing committees of the Board of Trustees, which include the Audit Committee (chair: Arthur S. Mehlman), the Nominating Committee (co-chairs: G. Peter O’Brien and Jill E. McGovern), and the Independent Trustees Committee (chair: Arnold L. Lehman). |
2 | Officers of the Trust are elected to serve until their successors are elected and qualified. Trustees of the Trust serve a term of indefinite length until their retirement, in accordance with the Board’s retirement policy, resignation or removal, and stand for re-election by shareholders only as and when required by the 1940 Act. |
3 | Effective June 1, 2013, Ms. Murphy was appointed to the position of Trustee and Chair and Mr. Fuller was appointed to the position of Trustee, President and Chief Executive Officer. Prior to this date, R. Jay Gerken served as Chairman, President and Chief Executive Officer, Mr. Gerken retired May 31, 2013. Ms. Murphy and Mr. Fuller are considered to be interested persons, as defined in the 1940 Act, of the Fund on the basis of their current employment with the Fund’s investment adviser or its affiliated entities (including the Fund’s principal underwriter) and Legg Mason, Inc., the parent holding company of these entities as well as their ownership of Legg Mason, Inc. stock. |
| | |
52 | | Legg Mason Batterymarch Emerging Markets Trust |
Important tax information (unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended December 31, 2013:
| | | | | | | | |
Record date: | | | 6/13/2013 | | | | 12/24/2013 | |
Payable date: | | | 6/14/2013 | | | | 12/26/2013 | |
Ordinary income: | | | | | | | | |
Qualified dividend income for individuals | | | 100.00 | % | | | 100.00 | % |
Foreign source income | | | 96.90 | %* | | | 100.00 | %* |
Foreign taxes paid per share | | $ | 0.015965 | | | $ | 0.216621 | |
* | Expressed as a percentage of the cash distribution grossed-up for foreign taxes. |
The foreign taxes paid represent taxes incurred by the Fund on income received by the Fund from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax adviser regarding the appropriate treatment of foreign taxes paid.
Please retain this information for your records.
| | |
Legg Mason Batterymarch Emerging Markets Trust | | 53 |
Legg Mason Batterymarch
Emerging Markets Trust
Trustees
Kenneth D. Fuller*
President
Ruby P. Hearn
Arnold L. Lehman
Robin J.W. Masters
Jill E. McGovern
Arthur S. Mehlman
Jennifer W. Murphy*
Chair
G. Peter O’Brien
S. Ford Rowan
Robert M. Tarola
Investment manager
Legg Mason Partners Fund Advisor, LLC
Investment adviser
Batterymarch Financial Management, Inc.
Custodian
State Street Bank & Trust Company
Transfer agent
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, MA 02169
Counsel
K&L Gates LLP
Washington, DC
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
* | Effective June 1, 2013, Ms. Murphy became a Trustee and Chair and Mr. Fuller became a Trustee, President and Chief Executive Officer. |
Legg Mason Batterymarch Emerging Markets Trust
The Fund is a separate investment series of Legg Mason Global Asset Management Trust, a Maryland statutory trust.
Legg Mason Batterymarch Emerging Markets Trust
Legg Mason Funds
620 Eighth Avenue, 49th Floor
New York, NY 10018
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q, shareholders can call the Fund at 1-877-721-1926.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-721-1926, (2) on the Fund’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 Batterymarch Emerging Markets Trust. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
©2014 Legg Mason Investor Services, LLC
Member FINRA, SIPC
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
Ÿ | | Personal information included on applications or other forms; |
Ÿ | | Account balances, transactions, and mutual fund holdings and positions; |
Ÿ | | Online account access user IDs, passwords, security challenge question responses; and |
Ÿ | | Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.). |
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:
Ÿ | | Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators; |
Ÿ | | Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds; |
Ÿ | | The Funds’ representatives such as legal counsel, accountants and auditors; and |
Ÿ | | Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust. |
|
NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds’ Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.
The Funds’ Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-877-721-1926.
Revised April 2011
|
NOT PART OF THE ANNUAL REPORT |
www.leggmason.com/individualinvestors
©2014 Legg Mason Investor Services, LLC Member FINRA, SIPC
LMFX013156 2/14 SR14-2136
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 Trustees of the registrant has determined that Arthur S. Mehlman the Chairman of the Board’s Audit Committee and Robert M. Tarola, possess the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial experts,” and have designated Mr. Mehlman and Mr. Tarola as the Audit Committee’s financial experts. Mr. Mehlman and Mr. Tarola are “independent” Trustees 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 last two fiscal years ending December 31, 2012 and December 31, 2013 (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 $161,900 in December 31, 2012 and $240,415 in December 31, 2013.
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 $8,500 in December 31, 2012 and $8,500 in December 31, 2013. 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 Legg Mason Global Asset Management 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 Global Asset Management 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.
(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 $24,695 in December 31, 2012 and $22,680 in December 31, 2013. 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. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor were $3,306 in December 31, 2012 and $5,305 in December 31, 2013, other than the services reported in paragraphs (a) through (c) of this item for the Legg Mason Global Asset Management 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 Global Asset Management 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 Global Asset Management Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for December 31, 2012 and December 31, 2013; Tax Fees were 100% and 100% for December 31, 2012 and December 31, 2013; and Other Fees were 100% and 100% for December 31, 2012 and December 31, 2013.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Global Asset Management Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Global Asset Management Trust during the reporting period were $14,100 in December 31, 2012 and $254,500 in December 31, 2013.
(h) Yes. Legg Mason Global Asset Management 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 Global Asset Management 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: |
Ruby P. Hearn
Arnold L. Lehman
Robin J.W. Masters
Jill E. McGovern
Arthur S. Mehlman
G. Peter O’Brien
S. Ford Rowan
Robert M. Tarola
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 second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
(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 Global Asset Management Trust |
| |
By: | | /s/ Kenneth D. Fuller |
| | Kenneth D. Fuller |
| | Chief Executive Officer |
| |
Date: | | February 24, 2014 |
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/ Kenneth D. Fuller |
| | Kenneth D. Fuller |
| | Chief Executive Officer |
| |
Date: | | February 24, 2014 |
| |
By: | | /s/ Richard F. Sennett |
| | Richard F. Sennett |
| | Principal Financial Officer |
| |
Date: | | February 24, 2014 |