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 811-06310
Legg Mason Partners Variable Income Trust
(Exact name of registrant as specified in charter)
55 Water Street, New York, NY 10041
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4th Floor
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: (800) 451-2010
Date of fiscal year end: April 30
Date of reporting period: October 31, 2008
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
SEMI-ANNUAL REPORT / APRIL 30, 2008
Legg Mason Partners
Variable Government
Portfolio
Managed by WESTERN ASSET
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Portfolio objective
The Portfolio seeks high current return consistent with preservation of capital.
What’s inside
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Portfolio at a glance | | 1 |
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Portfolio expenses | | 2 |
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Schedule of investments | | 4 |
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Statement of assets and liabilities | | 5 |
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Statement of operations | | 6 |
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Statements of changes in net assets | | 7 |
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Financial highlights | | 8 |
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Notes to financial statements | | 9 |
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Board of approval of management and subadvisory agreements | | 20 |
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager and Western Asset Management Company (“Western Asset”) is the Portfolio’s subadviser. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc.
Portfolio at a glance (unaudited)
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| INVESTMENT BREAKDOWN (%) As a percent of total investments — April 30, 2008 |
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 1
Portfolio expenses (unaudited)
Example
As a shareholder of the Portfolio, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested on November 1, 2007 and held for the six months ended April 30, 2008.
Actual expenses
The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.
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| BASED ON ACTUAL TOTAL RETURN1 |
| | | | | | | | | | | | | | | | | | |
| | BEGINNING
| | ENDING
| | ANNUALIZED
| | EXPENSES
|
ACTUAL TOTAL
| | ACCOUNT
| | ACCOUNT
| | EXPENSE
| | PAID DURING
|
RETURN2 | | VALUE | | VALUE | | RATIO | | THE PERIOD3 |
| | | | | | | | | | | | | | | | | | |
| (0.95 | )% | | $ | 1,000.00 | | | $ | 990.50 | | | | 0.70% | | | $ | 3.46 | |
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1 | | For the six months ended April 30, 2008. |
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2 | | Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Total returns do not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total returns. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
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3 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366. |
2 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
Hypothetical example for comparison purposes
The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare the 5.00% hypothetical example relating to the Portfolio with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, this table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
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| BASED ON HYPOTHETICAL TOTAL RETURN1 |
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HYPOTHETICAL
| | BEGINNING
| | ENDING
| | ANNUALIZED
| | EXPENSES
|
ANNUALIZED
| | ACCOUNT
| | ACCOUNT
| | EXPENSE
| | PAID DURING
|
TOTAL RETURN | | VALUE | | VALUE | | RATIO | | THE PERIOD2 |
| | | | | | | | | | | | | | | | | | |
| 5.00% | | | $ | 1,000.00 | | | $ | 1,021.38 | | | | 0.70% | | | $ | 3.52 | |
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1 | | For the six months ended April 30, 2008. |
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2 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to the Portfolio’s annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366. |
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 3
Schedule of investments (unaudited)
April 30, 2008
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| LEGG MASON PARTNERS VARIABLE GOVERNMENT PORTFOLIO |
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FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
MORTGAGE-BACKED SECURITIES — 240.2% |
| | | | | | | | |
| | | | FNMA — 240.2% | | | | |
| | | | | | | | |
| | | | Federal National Mortgage Association (FNMA): | | | | |
| | | | | | | | |
$ | 300,000 | | | 5.500% due 5/19/23 (a) | | $ | 305,484 | |
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| 100,000 | | | 5.000% due 5/13/38 (a) | | | 98,234 | |
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| 100,000 | | | 6.500% due 5/13/38 (a) | | | 103,485 | |
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| | | | TOTAL INVESTMENTS — 240.2% (Cost — $508,719#) | | | 507,203 | |
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| | | | Liabilities in Excess of Other Assets — (140.2)% | | | (296,068 | ) |
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| | | | TOTAL NET ASSETS — 100.0% | | $ | 211,135 | |
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(a) | | This security is traded on a to-be-announced (“TBA”) basis (See Note 1). |
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# | | Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
4 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
Statement of assets and liabilities (unaudited)
April 30, 2008
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ASSETS: | | | | |
| | | | |
Investments, at value (Cost — $508,719) | | $ | 507,203 | |
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Cash | | | 359,702 | |
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Receivable for securities sold | | | 35,233,140 | |
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Principal paydown receivable | | | 130,827 | |
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Interest receivable | | | 35,857 | |
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Receivable for Fund shares sold | | | 104 | |
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Total Assets | | | 36,266,833 | |
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LIABILITIES: | | | | |
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Payable for securities purchased | | | 35,913,098 | |
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Investment management fee payable | | | 54,317 | |
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Trustees’ fees payable | | | 5,154 | |
| | | | |
Accrued expenses | | | 83,129 | |
| | | | |
Total Liabilities | | | 36,055,698 | |
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TOTAL NET ASSETS | | $ | 211,135 | |
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NET ASSETS: | | | | |
| | | | |
Paid-in capital in excess of par value | | $ | 12,246,066 | |
| | | | |
Undistributed net investment income | | | 824,886 | |
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Accumulated net realized loss on investments, futures contracts and options written | | | (12,858,301 | ) |
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Net unrealized depreciation on investments and futures contracts | | | (1,516 | ) |
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TOTAL NET ASSETS | | $ | 211,135 | |
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Shares Outstanding | | | 20,024 | |
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Net Asset Value | | | $10.54 | |
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See Notes to Financial Statements.
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 5
Statement of operations (unaudited)
For the Six Months Ended April 30, 2008
| | | | |
INVESTMENT INCOME: | | | | |
| | | | |
Interest | | $ | 2,713,805 | |
| | | | |
EXPENSES: | | | | |
| | | | |
Investment management fee (Note 2) | | | 293,492 | |
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Shareholder reports | | | 116,147 | |
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Legal fees | | | 19,710 | |
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Audit and tax | | | 6,351 | |
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Insurance | | | 4,244 | |
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Trustees’ fees | | | 3,958 | |
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Custody fees | | | 3,454 | |
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Transfer agent fees | | | 117 | |
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Miscellaneous expenses | | | 2,580 | |
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Total Expenses | | | 450,053 | |
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Less: Fee waivers and/or expense reimbursements (Note 2) | | | (72,726 | ) |
| | | | |
Fees paid indirectly (Note 1) | | | (1,843 | ) |
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Net Expenses | | | 375,484 | |
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NET INVESTMENT INCOME | | | 2,338,321 | |
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REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS AND OPTIONS WRITTEN (NOTES 1 AND 3): | | | | |
| | | | |
Net Realized Gain (Loss) From: | | | | |
| | | | |
Investment transactions | | | (6,349,749 | ) |
| | | | |
Futures contracts | | | 99,467 | |
| | | | |
Options written | | | 177,231 | |
| | | | |
Net Realized Loss | | | (6,073,051 | ) |
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Change in Net Unrealized Appreciation/Depreciation From: | | | | |
| | | | |
Investments | | | 1,056,768 | |
| | | | |
Futures contracts | | | (107,468 | ) |
| | | | |
Change in Net Unrealized Appreciation/Depreciation | | | 949,300 | |
| | | | |
Net Loss on Investments, Futures Contracts and Options Written | | | (5,123,751 | ) |
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DECREASE IN NET ASSETS FROM OPERATIONS | | $ | (2,785,430 | ) |
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See Notes to Financial Statements.
6 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
Statements of changes in net assets
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FOR THE SIX MONTHS ENDED APRIL 30, 2008 (unaudited)
| | | | | | |
AND THE YEAR ENDED OCTOBER 31, 2007 | | 2008 | | | 2007 | |
OPERATIONS: | | | | | | | | |
| | | | | | | | |
Net investment income | | $ | 2,338,321 | | | $ | 5,724,114 | |
| | | | | | | | |
Net realized loss | | | (6,073,051 | ) | | | (947,008 | ) |
| | | | | | | | |
Change in net unrealized appreciation/depreciation | | | 949,300 | | | | (766,979 | ) |
| | | | | | | | |
Increase (Decrease) in Net Assets From Operations | | | (2,785,430 | ) | | | 4,010,127 | |
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DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | | | | |
| | | | | | | | |
Net investment income | | | (6,000,006 | ) | | | (5,000,005 | ) |
| | | | | | | | |
Decrease in Net Assets From Distributions to Shareholders | | | (6,000,006 | ) | | | (5,000,005 | ) |
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FUND SHARE TRANSACTIONS (NOTE 4): | | | | | | | | |
| | | | | | | | |
Net proceeds from sale of shares | | | 2,533,421 | | | | 6,536,189 | |
| | | | | | | | |
Reinvestment of distributions | | | 6,000,006 | | | | 5,000,005 | |
| | | | | | | | |
Cost of shares repurchased | | | (113,986,442 | ) | | | (20,819,351 | ) |
| | | | | | | | |
Decrease in Net Assets From Fund Share Transactions | | | (105,453,015 | ) | | | (9,283,157 | ) |
| | | | | | | | |
DECREASE IN NET ASSETS | | | (114,238,451 | ) | | | (10,273,035 | ) |
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NET ASSETS: | | | | | | | | |
| | | | | | | | |
Beginning of period | | | 114,449,586 | | | | 124,722,621 | |
| | | | | | | | |
End of period* | | $ | 211,135 | | | $ | 114,449,586 | |
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* Includes undistributed net investment income of: | | | $824,886 | | | | $4,486,571 | |
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See Notes to Financial Statements.
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 7
Financial highlights
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| FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR ENDED OCTOBER 31, UNLESS OTHERWISE NOTED: |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 20081,2 | | | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | $11.25 | | | | $11.34 | | | | $11.35 | | | | $11.75 | | | | $11.68 | | | | $11.74 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | | | | | �� | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.24 | | | | 0.56 | | | | 0.49 | | | | 0.45 | | | | 0.41 | | | | 0.33 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized and unrealized gain (loss) | | | (0.34 | ) | | | (0.19 | ) | | | 0.02 | | | | (0.40 | ) | | | 0.03 | | | | (0.23 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total income (loss) from operations | | | (0.10 | ) | | | 0.37 | | | | 0.51 | | | | 0.05 | | | | 0.44 | | | | 0.10 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.61 | ) | | | (0.46 | ) | | | (0.52 | ) | | | (0.45 | ) | | | (0.37 | ) | | | (0.16 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.61 | ) | | | (0.46 | ) | | | (0.52 | ) | | | (0.45 | ) | | | (0.37 | ) | | | (0.16 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | | $10.54 | | | | $11.25 | | | | $11.34 | | | | $11.35 | | | | $11.75 | | | | $11.68 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total return3 | | | (0.95 | )% | | | 3.37 | % | | | 4.66 | % | | | 0.41 | % | | | 3.90 | % | | | 0.87 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSETS, END OF PERIOD (000s) | | | $211 | | | | $114,450 | | | | $124,723 | | | | $131,013 | | | | $126,963 | | | | $127,378 | |
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RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.84 | %4 | | | 0.66 | %5 | | | 0.69 | % | | | 0.65 | % | | | 0.70 | % | | | 0.68 | % |
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Net expenses6 | | | 0.70 | 4,7,8 | | | 0.65 | 5,7 | | | 0.69 | 7 | | | 0.65 | | | | 0.70 | 7 | | | 0.68 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 4.36 | 4 | | | 4.74 | | | | 4.21 | | | | 3.68 | | | | 3.44 | | | | 2.91 | |
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PORTFOLIO TURNOVER RATE9 | | | 88 | % | | | 569 | % | | | 136 | % | | | 96 | % | | | 53 | % | | | 83 | % |
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1 | | For the six months ended April 30, 2008 (unaudited). |
|
2 | | Per share amounts have been calculated using the average shares method. |
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3 | | Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Total returns do not reflect expenses associated with the separate accounts such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total return for all periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
|
4 | | Annualized. |
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5 | | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 0.65% and 0.64%, respectively. |
|
6 | | As a result of a voluntary expense limitation, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets of the Fund will not exceed 0.80%. |
|
7 | | Reflects fee waivers and/or expense reimbursements. |
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8 | | There was no impact to the expense ratio as a result of fees paid indirectly. |
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9 | | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 412%, 842%, 557%, 614%, 667% and 429% for the six months ended April 30, 2008 and the years ended October 31, 2007, 2006, 2005, 2004, and 2003, respectively. |
See Notes to Financial Statements.
8 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
Notes to financial statements (unaudited)
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1. | Organization and significant accounting policies |
Legg Mason Partners Variable Government Portfolio (the “Fund”) is a separate diversified investment series of Legg Mason Partners Variable Income Trust (the “Trust”). The Trust, a Maryland business trust, is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as an open-end management investment company.
Shares of the Fund may only be purchased or redeemed through variable annuity contracts and variable life insurance policies offered by the separate accounts of participating insurance companies or through eligible pension or other qualified plans.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) Investment valuation. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. 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. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
(b) Financial futures contracts. The Fund may enter into financial futures contracts typically to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin, equal to a certain percentage of the contract amount (initial margin deposit). Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying financial instruments. For foreign currency denominated futures contracts, variation margins are not settled daily. The Fund recognizes an unrealized gain or loss equal to the fluctuation in the value. When the financial futures contracts are closed, a
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 9
Notes to financial statements (unaudited) continued
realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.
The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying financial instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the initial margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(c) Securities traded on a to-be-announced basis. The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information is not known, such as the face amount and maturity date and the underlying pool of investments in U.S. government agency mortgage pass-through securities. Securities purchased on a TBA basis are not settled until they are delivered to the Fund, normally 15 to 45 days after purchase. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.
(d) Mortgage dollar rolls. The Fund may enter into mortgage dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month, realizing a gain or loss, and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities to settle on a specified future date. During the roll period, the Fund forgoes interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the specified future date. The Fund maintains a segregated account, the dollar value of which is at least equal to its obligations with respect to dollar rolls.
The Fund executes its mortgage dollar rolls entirely in the TBA market, where the Fund makes a forward commitment to purchase a security and, instead of accepting delivery, the position is offset by a sale of the security with a simultaneous agreement to repurchase at a future date.
The risk of entering into a mortgage dollar roll is that the market value of the securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of proceeds of the dollar roll may be restricted pending a determination by
10 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.
(e) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the Fund realizes a gain from investments equal to the amount of the premium received. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is treated as a realized gain or loss. When a written put option is exercised, the amount of the premium received is added to the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.
The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing a call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(f) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(g) Fees paid indirectly. The Fund’s custody fees are reduced according to a fee arrangement, which provides for a reduction based on the level of cash deposited with the custodian by the Fund. The amount is shown as a reduction of expenses on the Statement of Operations.
(h) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually.
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 11
Notes to financial statements (unaudited) continued
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) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.
Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of April 30, 2008, no provision for income tax would be 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.
(j) Credit and market risk. Investments in securities (such as those issued by Structured Investment Vehicles, or SIVs) which are collateralized by residential real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value of these investments resulting in a lack of correlation between their credit ratings and values.
(k) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Western Asset Management Company (“Western Asset”) is the Fund’s subadviser. LMPFA 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 the
12 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
Fund’s average daily net assets in accordance with the following breakpoint schedule:
| | | | |
AVERAGE DAILY NET ASSETS | | ANNUAL RATE |
First $2 billion | | | 0.550 | % |
| | | | |
Next $2 billion | | | 0.500 | |
| | | | |
Next $2 billion | | | 0.450 | |
| | | | |
Next $2 billion | | | 0.400 | |
| | | | |
Over $8 billion | | | 0.350 | |
| | | | |
LMPFA provides administrative and certain oversight services to the Fund. LMPFA has delegated to the subadviser the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund.
During the six months ended April 30, 2008, LMPFA waived a portion of its fee in the amount of $72,726.
During the six months ended April 30, 2008, the Fund had a voluntary expense limitation in place of 0.80% of the Fund’s average daily net assets.
Effective January 1, 2008, the manager is permitted to recapture amounts previously voluntarily forgone or reimbursed by the manager to the Fund during the same fiscal year if the Fund’s total annual operating expenses have fallen to a level below the voluntary fee waiver/reimbursement (“expense cap”) shown in the fee table of the Fund’s prospectus. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the Fund’s total annual operating expenses exceeding the expense cap.
Effective December 1, 2007, Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sole and exclusive distributor. Prior to December 1, 2007, Citigroup Global Markets (“CGM”) and LMIS served as co-distributors of the Fund.
Former Trustees of the Fund (the “Prior Board”) had adopted a Retirement Plan (the “Plan”) for certain Trustees of the Fund. Subsequently, such Plan was effectively terminated by the Prior Board, with only certain former Trustees of the Prior Board eligible to continue to receive payments under the Plan. Benefits under the Plan are unfunded. Two former Trustees are currently receiving payments under the Plan. At April 30, 2008, $509 was accrued in connection with this Plan.
Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 13
Notes to financial statements (unaudited) continued
During the six months ended April 30, 2008, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:
| | | | | | | | |
| | | | U.S. GOVERNMENT &
|
| | INVESTMENTS | | AGENCY OBLIGATIONS |
Purchases | | $ | 95,770 | | | $ | 142,650,072 | |
| | | | | | | | |
Sales | | | 8,259,075 | | | | 105,684,000 | |
| | | | | | | | |
At April 30, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
| | | | |
| | | | |
Gross unrealized appreciation | | $ | 0 | |
| | | | |
Gross unrealized depreciation | | | (1,516 | ) |
| | | | |
Net unrealized depreciation | | $ | (1,516 | ) |
| | | | |
During the six months ended April 30, 2008, written option transactions for the Fund were as follows:
| | | | | | | | |
| | NUMBER OF
| | |
| | CONTRACTS | | PREMIUMS |
Options written, outstanding October 31, 2007 | | | — | | | | — | |
| | | | | | | | |
Options written | | | 297 | | | $ | 221,171 | |
| | | | | | | | |
Options closed | | | (88 | ) | | | (77,497 | ) |
| | | | | | | | |
Options expired | | | (209 | ) | | | (143,674 | ) |
| | | | | | | | |
Options written, outstanding April 30, 2008 | | | — | | | | — | |
| | | | | | | | |
At April 30, 2008, the Fund held TBA securities with a total cost of $508,719.
| |
4. | Shares of beneficial interest |
At April 30, 2008, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share.
Transactions in shares of the Fund were as follows:
| | | | | | | | |
| | SIX MONTHS ENDED
| | YEAR ENDED
|
| | APRIL 30, 2008 | | OCTOBER 31, 2007 |
Shares sold | | | 235,480 | | | | 590,371 | |
| | | | | | | | |
Shares issued on reinvestment | | | 567,108 | | | | 455,374 | |
| | | | | | | | |
Shares repurchased | | | (10,954,177 | ) | | | (1,873,920 | ) |
| | | | | | | | |
Net decrease | | | (10,151,589 | ) | | | (828,175 | ) |
| | | | | | | | |
14 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
The Fund may make payment for Fund shares redeemed wholly or in part by distributing portfolio securities to shareholders. For the six months ended April 30, 2008, the Fund had redemptions-in-kind with total proceeds in the amount of $96,648,895. The net realized losses on these redemptions-in-kind amounted to $7,941,575, which will not be realized for tax purposes.
| |
6. | Capital loss carryforward |
As of October 31, 2007, the Fund had a net capital loss carryforward of approximately $6,673,855, of which $49,007 expires in 2010, $2,378,580 expires in 2011, $877,195 expires in 2012, $266,355 expires in 2013, $2,168,818 expires in 2014 and $933,900 expires in 2015. This amount will be available to offset like amounts of any future taxable gains.
On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), a wholly-owned subsidiary of Legg Mason and the then investment adviser or manager to the Fund, and CGM, a former distributor of the Fund, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds, including the Fund (the “Affected Funds”).
The SEC order found that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder (the “Advisers Act”). Specifically, the order found that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also found that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 15
Notes to financial statements (unaudited) continued
arrangement was in the Affected Funds’ best interests and that no viable alternatives existed.
SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Affected Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million held in escrow was distributed to the Affected Funds.
The order required SBFM to recommend a new transfer agent contract to the Affected Funds’ boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds’ boards selected a new transfer agent for the Affected Funds. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.
Although there can be no assurance, the manager does not believe that this matter will have a material adverse effect on the Affected Funds.
On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.
Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM, a former distributor of the Fund and other affiliated funds (collectively, the “Funds”) and a number of its then affiliates, including SBFM and Salomon Brothers Asset Management Inc. (“SBAM”), which were then investment adviser or manager to certain of the
16 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant Funds”), and Board members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to repeal as a derivative claim.
On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against CAM, SBAM and SBFM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended Complaint Defendants”). The Fund was not identified in the Second Amended Complaint. The Second Amended Complaint alleges no claims against any of the funds or any of their Board Members. Under Section 36(b), the Second Amended Complaint alleges similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint.
On December 3, 2007, the court granted the Defendants’ motion to dismiss, with prejudice. On January 2, 2008, the plaintiffs filed a notice of appeal to the Second Circuit Court of Appeals.
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 17
Notes to financial statements (unaudited) continued
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.
* * *
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM, (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the as SEC previously describe. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the investment manager for the Smith Barney family of funds, rescission of the funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses. The five actions were subsequently consolidated, and a consolidated complaint was filed.
On September 26, 2007, the United States District Court for the Southern District of New York issued an order dismissing the consolidated complaint, and judgment was later entered. An appeal has been filed and is pending before the U.S. Court of Appeals for the Second Circuit.
9. Other matters
On or about May 30, 2006, John Halebian, a purported shareholder of Citism New York Tax Free Reserves, a series of Legg Mason Partners Money Market Trust, formerly a series of CitiFunds Trust III (the “Subject Trust”), filed a complaint in the United States District Court for the Southern District of New York against the independent trustees of the Subject Trust (Elliott J. Berv, Donald M. Carlton, A. Benton Cocanougher, Mark T. Finn, Stephen Randolph Gross, Diana R. Harrington, Susan B. Kerley, Alan G. Merten and R. Richardson Pettit).
The Subject Trust is also named in the complaint as a nominal defendant. The complaint alleges both derivative claims on behalf of the Subject Trust and class claims on behalf of a putative class of shareholders of the Subject Trust in connection with the 2005 sale of Citigroup’s asset management business to Legg Mason and the related approval of new investment advisory agreements by the trustees and shareholders. In the derivative claim, the plaintiff alleges, among other things, that the independent trustees breached their fiduciary duty to the Subject Trust and its shareholders by failing to negotiate lower fees or seek competing bids from other qualified investment advisers in connection with Citigroup’s sale to Legg Mason. In the claims brought on behalf of the putative class of shareholders, the plaintiff alleges that the independent trustees violated the proxy solicitation requirements of the 1940 Act, and breached their fiduciary duty to shareholders, by virtue of the voting procedures, including “echo voting,” used to obtain approval of the new investment
18 ï Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report
advisory agreements and statements made in a proxy statement regarding those voting procedures. The plaintiff alleges that the proxy statement was misleading because it failed to disclose that the voting procedures violated the 1940 Act. The relief sought includes an award of damages, rescission of the advisory agreement, and an award of costs and attorney fees.
In advance of filing the complaint, Mr. Halebian’s lawyers made written demand for relief on the Board of the Subject Trust, and the Board’s independent trustees formed a demand review committee to investigate the matters raised in the demand, and subsequently in the complaint, and recommend a course of action to the Board. The committee, after a thorough review, determined that the independent trustees did not breach their fiduciary duties as alleged by Mr. Halebian, and that the action demanded by Mr. Halebian would not be in the best interests of the Subject Trust. The Board of the Subject Trust (the trustee who is an “interested person” of the Subject Trust, within the meaning of the 1940 Act, having recused himself from the matter), after receiving and considering the committee’s report and based upon the findings of the committee, subsequently also determined and, adopting the recommendation of the committee, directed counsel to move to dismiss Mr. Halebian’s complaint. A motion to dismiss was filed on October 23, 2006. Opposition papers were filed on or about December 7, 2006. The complaint was dismissed on July 31, 2007. Mr. Halebian has filed an appeal in the U.S. Court of Appeals for the Second Circuit. The appeal is pending.
On May 2, 2008, the Fund was liquidated.
Legg Mason Partners Variable Government Portfolio 2008 Semi-Annual Report ï 19
Board approval of management and
subadvisory agreements (unaudited)
At a meeting of the Board of Trustees of Legg Mason Partners Variable Income Trust (the “Trust”) held on November 12-13, 2007, the Board, including the Board members who are not considered to be “interested persons” of the Trust (the “Independent Board Members”) under the Investment Company Act of 1940, as amended (the “1940 Act”), approved for an annual period the continuation of the management agreement (the “Management Agreement”) between the Trust and Legg Mason Partners Fund Advisor, LLC (the “Manager”) with respect to the Legg Mason Partners Variable Government Portfolio, a series of the Trust (the “Fund”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and Western Asset Management Company (the “Subadviser”), an affiliate of the Manager, with respect to the Fund.
Background
The Board received information in advance of the meeting from the Manager to assist it in its consideration of the Management Agreement and the Sub-Advisory Agreement and was given the opportunity to ask questions and request additional information from management. The Board received and considered a variety of information about the Manager, the Subadviser and the Fund’s distributor (and any distributors affiliated with the Fund during the past two years), as well as the management, sub-advisory and distribution arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below. The presentation made to the Board encompassed the Fund and the funds for which the Board has responsibility. The discussion below covers both the advisory and the administrative functions being rendered by the Manager, both of which functions are encompassed by the Management Agreement, as well as the advisory functions rendered by the Subadviser pursuant to the Sub-Advisory Agreement.
Board approval of management agreement and sub-advisory agreement
The Independent Board Members were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreement. The Independent Board Members also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager were present. In approving the Management Agreement and Sub-Advisory Agreement, the Board, including the Independent Board Members, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether
20 ï Legg Mason Partners Variable Government Portfolio
to approve the Management Agreement and the Sub-Advisory Agreement, and each Board Member attributed different weight to the various factors.
Nature, extent and quality of the services under the management agreement and sub-advisory agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser under the Management Agreement and the Sub-Advisory Agreement, respectively, during the past two years. 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 and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadviser took into account the Board’s knowledge and familiarity gained as Board members of funds in the Legg Mason Partners fund complex, including the scope and quality of the investment management and other capabilities of the Manager and the Subadviser and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the Manager and the Subadviser had expanded over time as a result of regulatory and other developments, including maintaining and monitoring their own and the Fund’s expanded compliance programs. The Board reviewed information received from the Manager and the Subadviser regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.
The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the degree to which the Manager implemented organizational changes to improve investment results and the services provided to the Legg Mason Partners fund complex. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources available to Legg Mason, Inc. (“Legg Mason”), the parent organization of the Manager and the Subadviser.
The Board considered the division of responsibilities between the Manager and the Subadviser and the oversight provided by the Manager. The Board also considered the Manager’s and the Subadviser’s brokerage policies and practices. In addition, management also reported to the Board on, among other things, its business plans, organizational changes and portfolio manager compensation plan.
The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement and the Sub-Advisory Agreement were satisfactory.
Legg Mason Partners Variable Government Portfolio ï 21
Board approval of management and
subadvisory agreements (unaudited) continued
Fund performance
The Board received and considered performance information for the Fund as well as 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 Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark.
The information comparing the Fund’s performance to that of its Performance Universe, consisting of all funds classified as general U.S. government funds underlying variable insurance products by Lipper, showed, among other data, that the Fund’s performance for the 1-year period ended June 30, 2007 was above the median and that performance for the 3- and 5-year periods ended June 30, 2007 was below the median. Management noted that there has been a change in the portfolio management team, effective December 2005, which was implemented in an attempt to improve the Fund’s results over time. Any potential impact of such changes was, therefore, not fully reflected in the Lipper materials.
Based on its review, which included careful consideration of all of the factors noted above, the Board concluded that the Fund’s performance was satisfactory.
Management fees and expense ratios
The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Subadviser. The Board also reviewed and considered that fee waiver and/or expense reimbursement arrangements are currently in place for the Fund and considered the actual fee rate (after taking waivers and reimbursements into account) (the “Actual Management Fee”) and that the Manager had agreed to continue its fee waivers and reimbursements until further notice. In addition, the Board noted that the compensation paid to the Subadviser is paid directly by the Manager, not the Fund, and, accordingly, that the retention of the Subadviser does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.
Additionally, the Board received and considered information comparing the Fund’s Contractual Management Fees and Actual Management Fee and the Fund’s overall expenses with those of funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding fees charged by the Manager to other
22 ï Legg Mason Partners Variable Government Portfolio
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 differences in scope of services provided to the Fund and to these other clients, noting that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences in the services required to manage these different types of accounts. The Board also considered and discussed information about the Subadviser’s fees, including the amount of the management fees retained by the Manager after payment of the subadvisory fee. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
Management also discussed with the Board the Fund’s distribution arrangements. The Board was provided with information concerning revenues received by and certain expenses incurred by distributors affiliated with the Fund during the past two years and how the amounts received by the distributors were paid during that period.
The information comparing the Fund’s Contractual and Actual Management Fees as well as its actual total expense ratio to its Expense Group, consisting of a group funds (including the Fund) classified as general U.S. government funds underlying variable insurance products and chosen by Lipper to be comparable to the Fund, showed that the Fund’s Contractual Fee and Actual Management Fee (which reflects a fee waiver) were above the median. The Board noted that the Fund’s actual total expense ratio was above the median. The Board took into account the Manager’s discussion of the Fund’s expenses. The Board also noted that the Manager was continuing its voluntary waiver until further notice, resulting in the same net effective fee as currently in place, which is lower than the current contractual fee.
Taking all of the above into consideration, the Board determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement and the Sub-Advisory Agreement.
Legg Mason Partners Variable Government Portfolio ï 23
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Legg Mason Partners
Variable Government Portfolio
Trustees
Elliott J. Berv
A. Benton Cocanougher
Jane F. Dasher
Mark T. Finn
R. Jay Gerken, CFA
Chairman
Rainer Greeven
Stephen R. Gross
Richard E. Hanson, Jr.
Diana R. Harrington
Susan M. Heilbron
Susan B. Kerley
Alan G. Merten
R. Richardson Pettit
Investment manager
Legg Mason Partners Fund
Advisor, LLC
Subadviser
Western Asset Management
Company
Distributor
Legg Mason Investors Services, LLC
Custodian
State Street Bank and Trust
Company
Transfer agent
PFPC Inc.
4400 Computer Drive
Westborough, Massachusetts 01581
Independent registered public
accounting firm
KPMG LLP
345 Park Avenue
New York, New York 10154
Legg Mason Partners Variable Government Portfolio
The Fund is a separate investment series of the Legg Mason Partners Variable Income Trust, a Maryland business trust.
LEGG MASON PARTNERS VARIABLE GOVERNMENT PORTFOLIO
Legg Mason Partners Funds
55 Water Street
New York, New York 10041
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call Legg Mason Partners Shareholder Services at 1-800-451-2010.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of the Legg Mason Partners Variable Government Portfolio. 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
©2008 Legg Mason Investor Services, LLC
Member FINRA, SIPC
FD04234 6/08 SR08-599
ITEM 2. CODE OF ETHICS.
Not Applicable
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not Applicable
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
a) Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 11. CONTROLS AND PROCEDURES.
| (a) | | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
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| (b) | | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 12. EXHIBITS.
(a) (1) Not applicable
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
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Legg Mason Partners Variable Income Trust |
By: | /s/ R. Jay Gerken |
| (R. Jay Gerken) |
| Chief Executive Officer of Legg Mason Partners Variable Income Trust |
Date: June 26, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | /s/ R. Jay Gerken |
| (R. Jay Gerken) |
| Chief Executive Officer of Legg Mason Partners Variable Income Trust |
Date: June 26, 2008
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By: | /s/ Frances M. Guggino |
| (Frances M. Guggino) |
| Chief Financial Officer of Legg Mason Partners Variable Income Trust |
Date: June 26, 2008