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
100 First Stamford Place,
Stamford, CT 06902
(Name and address of agent for service)
| | | |
| Registrant’s telephone number, including area code: | Funds Investor Services 1-800-822-5544 or Institutional Shareholder Services 1-888-425-6432 | |
Date of fiscal year end: October 31
Date of reporting period: April 30, 2009
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
SEMI-ANNUAL REPORT / APRIL 30, 2009
Legg Mason Partners
Variable Adjustable Rate
Income Portfolio
Managed by WESTERN ASSET
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Portfolio objective
The Portfolio seeks to provide high current income and to limit the degree of fluctuation of its net asset value resulting from movements in interest rates.
What’s inside
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Letter from the chairman | | I |
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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 | | 17 |
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Statement of operations | | 18 |
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Statements of changes in net assets | | 19 |
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Financial highlights | | 20 |
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Notes to financial statements | | 21 |
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Board approval of management and subadvisory agreements | | 34 |
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.
Letter from the chairman
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
Dear Shareholder,
The U.S. economy weakened significantly during the six-month reporting period ended April 30, 2009. Looking back, after expanding 2.8% during the second quarter of 2008, U.S. gross domestic product (“GDP”)i growth took a step backward during the second half of 2008. According to the U.S. Department of Commerce, third and fourth quarter 2008 GDP contracted 0.5% and 6.3%, respectively, the latter being the worst quarterly reading since 1982. Economic weakness continued in early 2009, as the preliminary estimate for first quarter 2009 GDP decline was 5.7%. This marked the first time in thirty-four years that the U.S. economy posted three consecutive quarters of negative GDP growth.
It may seem like ancient history, but when the reporting period began, speculation remained as to whether the U.S. would experience a recession. This ended in December 2008, when the National Bureau of Economic Research (“NBER”)—which has the final say on when one begins and ends—announced that a recession had begun in December 2007, making the current recession the lengthiest since the Great Depression. Contributing to the economy’s troubles is the accelerating weakness in the labor market. Since December 2007, approximately 5.7 million jobs have been shed, with nearly 2.7 million being lost during the first four months of 2009. In addition, the unemployment rate continued to move steadily higher, rising from 8.5% in March to 8.9% in April 2009, to reach its highest rate since 1983.
Another strain on the economy, the housing market, appeared to finally be getting closer to reaching a bottom. According to the S&P/Case-Shiller Home Price Indexii, U.S. home prices continued to fall in February 2009, but they did end their sixteen-month streak of record declines. This led to hopes that prices could be nearing a period of stabilization. Other economic news also seemed to be “less negative.” Inflation remained low and, in March 2009, data were released showing increases in durable goods orders, manufacturing and consumer sentiment, albeit all from depressed levels.
Ongoing issues related to the housing and subprime mortgage markets and seizing credit markets prompted the Federal Reserve Board (“Fed”)iii to take aggressive and, in some cases, unprecedented actions. After reducing the
Legg Mason Partners Variable Adjustable Rate Income Portfolio I
Letter from the chairman continued
federal funds rateiv from 5.25% in August 2007 to 2.00% in April 2008, the Fed then left rates on hold for several months due to growing inflationary pressures as a result of soaring oil and commodity prices, coupled with the sagging U.S. dollar. However, as inflation receded along with oil prices and the global financial crisis escalated, the Fed cut rates twice in October 2008 to 1.00%. Then, in December 2008, it reduced the federal funds rate to a range of zero to 0.25%—a historic low—and maintained this stance during its next meetings in January, March and April 2009. In conjunction with the April meeting, the Fed stated that it “will employ all available tools to promote economic recovery and to preserve price stability.
The Committee . . . anticipates that economic conditions are likely to warrant exceptionally low levels of the federal funds rate for an extended period.”
In addition to the interest rate cuts, the Fed took several actions to improve liquidity in the credit markets. Back in September 2008, it announced an $85 billion rescue plan for ailing AIG and pumped $70 billion into the financial system as Lehman Brothers’ bankruptcy and mounting troubles at other financial firms roiled the markets. More recently, the Fed has taken additional measures to thaw the frozen credit markets, including the purchase of debt issued by Fannie Mae and Freddie Mac, as well as introducing the Term Asset-Backed Securities Loan Facility (“TALF”). In March 2009, the Fed continued to pursue aggressive measures as it announced its intentions to:
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• | Purchase up to an additional $750 billion of agency mortgage-backed securities, bringing its total purchases of these securities to up to $1.25 trillion in 2009. | |
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• | Increase its purchases of agency debt this year by up to $100 billion to a total of up to $200 billion. | |
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• | Buy up to $300 billion of longer-term Treasury securities over the next six months. | |
The U.S. Department of the Treasury has also taken an active role in attempting to stabilize the financial system, as it orchestrated the government’s takeover of mortgage giants Fannie Mae and Freddie Mac in September 2008. In October, the Treasury’s $700 billion Troubled Asset Relief Program (“TARP”) was approved by Congress and signed into law by former President Bush. Then, in March 2009, Treasury Secretary Geithner introduced the Public-Private Partnership Investment Program (“PPIP”), which will be used to facilitate the purchase of $500 billion to $1 trillion of troubled mortgage assets from bank balance sheets. President Obama has also made reviving the economy a priority in his administration, the cornerstone thus far being the $787 billion stimulus package that was signed into law in February 2009.
II Legg Mason Partners Variable Adjustable Rate Income Portfolio
During the six-month reporting period ended April 30, 2009, both short- and long-term Treasury yields experienced periods of extreme volatility. While earlier in 2008 investors were focused on the subprime segment of the mortgage-backed market, these concerns broadened to include a wide range of financial institutions and markets. As a result, other fixed-income instruments also experienced increased price volatility. This unrest triggered several “flights to quality,” causing Treasury yields to move lower (and their prices higher), while riskier segments of the market saw their yields move higher (and their prices lower). This was particularly true toward the end of 2008, as the turmoil in the financial markets and sharply falling stock prices caused investors to flee securities that were perceived to be risky, even high-quality corporate bonds and high-grade municipal bonds. However, toward the end of the reporting period, investor risk aversion faded somewhat given some modestly positive economic data. This helped to drive spread sector (non-Treasury) prices higher. During the six months ended April 30, 2009, two-year Treasury yields fell from 1.56% to 0.91%. Over the same time frame, ten-year Treasury yields moved from 4.01% to 3.16%. For the six-month period ended April 30, 2009, the Barclays Capital U.S. Aggregate Indexv returned 7.74%.
The high-yield bond market produced outstanding results over the six months ended April 30, 2009. After generating poor results in November 2008, the asset class posted positive returns during four of the last five months of the reporting period. This strong rally was due to a variety of factors, including signs that the frozen credit markets were thawing, some modestly better economic data and increased demand from investors searching for higher yields. All told, over the six months ended April 30, 2009, the Citigroup High Yield Market Indexvi returned 15.09%.
Legg Mason Partners Variable Adjustable Rate Income Portfolio III
Letter from the chairman continued
Performance review
For the six months ended April 30, 2009, Legg Mason Partners Variable Adjustable Rate Income Portfolio1 returned -6.77%. The Portfolio’s unmanaged benchmark, the Citigroup 6-Month U.S. Treasury Bill Indexvii, returned 0.54% for the same period. The Lipper Variable Short-Intermediate Investment Grade Debt Funds Category Average2 returned 3.12% over the same time frame.
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| PERFORMANCE SNAPSHOT as of April 30, 2009 (unaudited) |
| | | | |
| | 6 MONTHS
|
| | (not annualized) |
Variable Adjustable Rate Income Portfolio1 | | | -6.77% | |
| | | | |
Citigroup 6-Month U.S. Treasury Bill Index | | | 0.54% | |
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Lipper Variable Short-Intermediate Investment Grade Debt Funds Category Average2 | | | 3.12% | |
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The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value, investment returns and yields will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost.
Portfolio returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Portfolio expenses.
Performance figures reflect expense reimbursements and/or fee waivers, without which the performance would have been lower.
The 30-Day SEC Yield for the period ended April 30, 2009 was 3.80%. Current expense reimbursements and/or fee waivers are voluntary and may be reduced or terminated at any time. Absent current expense reimbursements and/or fee waivers, the 30-Day SEC Yield would have been 3.42%. The 30-Day SEC Yield is the average annualized net investment income per share for the 30-day period indicated and is subject to change.
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| TOTAL ANNUAL OPERATING EXPENSES (unaudited) |
As of the Portfolio’s most current prospectus dated February 28, 2009, the gross total operating expense ratio was 1.22%.
As a result of an expense limitation, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets will not exceed 1.00%. This expense limitation may be reduced or terminated at any time.
A special note regarding increased market volatility
In recent months, we have experienced a series of events that have impacted the financial markets and created concerns among both novice and seasoned investors alike. In particular, we have witnessed the failure and consolidation of several storied financial institutions, periods of heightened market volatility, and aggressive actions by the U.S. federal government to steady the financial markets and restore investor confidence.
1 The Portfolio is an underlying investment option of various variable annuity and variable life insurance products. The Portfolio’s performance returns do not reflect the deduction of expenses imposed in connection with investing in variable annuity or variable life insurance contracts, such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the performance of the Portfolio. Past performance is no guarantee of future results.
2 Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended April 30, 2009, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 45 funds in the Portfolio’s Lipper category.
IV Legg Mason Partners Variable Adjustable Rate Income Portfolio
While we hope that the worst is over in terms of the issues surrounding the credit and housing crises, it is likely that the fallout will continue to impact the financial markets and the U.S. economy well into 2009.
Like all asset management firms, Legg Mason has not been immune to these difficult and, in some ways, unprecedented times. However, today’s challenges have only strengthened our resolve to do everything we can to help you reach your financial goals. Now, as always, we remain committed to providing you with excellent service and a full spectrum of investment choices. Rest assured, we will continue to work hard to ensure that our investment managers make every effort to deliver strong long-term results.
We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our enhanced website, www.leggmason.com/individualinvestors. Here you can gain immediate access to many special features to help guide you through difficult times, including:
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• | Market insights and commentaries from our portfolio managers and | |
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• | A host of educational resources. | |
During periods of market unrest, it is especially important to work closely with your financial advisor and remember that reaching one’s investment goals unfolds over time and through multiple market cycles. Time and again, history has shown that, over the long run, the markets have eventually recovered and grown.
Information about your portfolio
As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. Affiliates of the Portfolio’s manager have, in recent years, received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Portfolio’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Portfolio is not in a position to predict the outcome of these requests and investigations.
Important information with regard to recent regulatory developments that may affect the Portfolio is contained in the Notes to Financial Statements included in this report.
Legg Mason Partners Variable Adjustable Rate Income Portfolio V
Letter from the chairman continued
As always, thank you for your continued confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.
Sincerely,
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
May 29, 2009
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: Investments in bonds are subject to interest rate and credit risks. The Portfolio is subject to fluctuations in share price as interest rates rise and fall. As interest rates rise, bond prices fall, reducing the value of the Portfolio’s share price. Adjustable rate securities are subject to additional risks. The Portfolio may invest in high-yield bonds which are rated below investment grade and carry more risk than higher-rated securities. The Portfolio may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Portfolio performance. Please see the Portfolio’s prospectus for more information on these and other risks.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
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i | | Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time. |
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ii | | The S&P/Case-Shiller Home Price Index measures the residential housing market, tracking changes in the value of the residential real estate market in twenty metropolitan regions across the United States. |
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iii | | The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
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iv | | The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day. |
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v | | The Barclays Capital (formerly Lehman Brothers) U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
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vi | | The Citigroup High Yield Market Index is a broad-based unmanaged index of high-yield securities. |
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vii | | The Citigroup 6-Month U.S. Treasury Bill Index performance is an average of the last six 6-Month Treasury Bill issues. 6-Month U.S. Treasury Bills are guaranteed by the U.S. government and provide a fixed rate of return when held to maturity. |
VI Legg Mason Partners Variable Adjustable Rate Income Portfolio
Portfolio at a glance (unaudited)
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| INVESTMENT BREAKDOWN (%) As a percent of total investments |
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 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; distribution and/or service (12b-1) 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, 2008 and held for the six months ended April 30, 2009.
Actual expenses
The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.
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| BASED ON ACTUAL TOTAL RETURN1 |
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| | BEGINNING
| | ENDING
| | ANNUALIZED
| | EXPENSES
|
ACTUAL TOTAL
| | ACCOUNT
| | ACCOUNT
| | EXPENSE
| | PAID DURING
|
RETURN2 | | VALUE | | VALUE | | RATIO | | THE PERIOD3 |
| (6.77 | )% | | $ | 1,000.00 | | | $ | 932.30 | | | | 1.00% | | | $ | 4.79 | |
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1 | | For the six months ended April 30, 2009. |
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2 | | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total return. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
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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 365. |
2 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 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. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
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| BASED ON HYPOTHETICAL TOTAL 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 | | | $ | 1,019.84 | | | | 1.00% | | | $ | 5.01 | |
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1 | | For the six months ended April 30, 2009. |
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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 365. |
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 3
Schedule of investments (unaudited)
April 30, 2009
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| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
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FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
|
COLLATERALIZED MORTGAGE OBLIGATIONS — 28.9% |
| | | | | | | | |
| | | | Banc of America Mortgage Securities Inc.: | | | | |
| | | | | | | | |
$ | 15,696 | | | 5.137% due 7/25/33(a) | | $ | 13,047 | |
| | | | | | | | |
| 10,686 | | | 5.408% due 2/25/34(a) | | | 9,265 | |
| | | | | | | | |
| 95,383 | | | 4.443% due 2/25/35(a) | | | 62,408 | |
| | | | | | | | |
| 30,474 | | | Bear Stearns Alternate-A Trust, 1.278% due 11/25/34(a) | | | 4,933 | |
| | | | | | | | |
| | | | Bear Stearns ARM Trust: | | | | |
| | | | | | | | |
| 61,714 | | | 5.446% due 2/25/35(a) | | | 44,588 | |
| | | | | | | | |
| 223,699 | | | 4.841% due 8/25/35(a) | | | 118,287 | |
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| 192,897 | | | Bear Stearns Asset-Backed Securities Trust, 1.038% due 10/25/33(a) | | | 125,488 | |
| | | | | | | | |
| 128,049 | | | Bear Stearns Second Lien Trust, 0.658% due 12/25/36(a)(b) | | | 37,431 | |
| | | | | | | | |
| | | | Countrywide Alternative Loan Trust: | | | | |
| | | | | | | | |
| 158,866 | | | 0.677% due 7/20/35(a) | | | 64,462 | |
| | | | | | | | |
| 420,468 | | | 0.768% due 11/20/35(a) | | | 169,442 | |
| | | | | | | | |
| 190,937 | | | 0.708% due 1/25/36(a) | | | 75,740 | |
| | | | | | | | |
| 188,334 | | | 0.648% due 6/25/46(a) | | | 68,418 | |
| | | | | | | | |
| 262,812 | | | 0.628% due 9/25/46(a) | | | 94,777 | |
| | | | | | | | |
| 407,627 | | | 0.598% due 2/25/47(a) | | | 156,517 | |
| | | | | | | | |
| | | | Countrywide Home Loan Mortgage Pass-Through Trust: | | | | |
| | | | | | | | |
| 59,767 | | | 0.938% due 12/25/17(a) | | | 54,878 | |
| | | | | | | | |
| 29,261 | | | 4.066% due 6/19/31(a) | | | 27,578 | |
| | | | | | | | |
| 185,889 | | | Countrywide Home Loans, 0.688% due 3/25/36(a) | | | 69,185 | |
| | | | | | | | |
| 186,153 | | | Deutsche Mortgage Securities Inc., 0.888% due 6/25/34(a) | | | 134,590 | |
| | | | | | | | |
| | | | Federal National Mortgage Association (FNMA): | | | | |
| | | | | | | | |
| 109,307 | | | 0.738% due 10/25/35(a)(c) | | | 107,456 | |
| | | | | | | | |
| | | | Grantor Trust: | | | | |
| | | | | | | | |
| 195,551 | | | 5.261% due 10/25/40(a)(c) | | | 202,227 | |
| | | | | | | | |
| 74,428 | | | 5.283% due 3/25/42(a)(c) | | | 75,827 | |
| | | | | | | | |
| | | | REMIC Trust: | | | | |
| | | | | | | | |
| 100,797 | | | 2.977% due 3/25/27(a)(c) | | | 104,586 | |
| | | | | | | | |
| 27,764 | | | 0.738% due 1/25/34(a)(c) | | | 27,075 | |
| | | | | | | | |
| 163,321 | | | PAC, 0.838% due 8/25/33(a)(c) | | | 160,210 | |
| | | | | | | | |
| | | | Whole Loan: | | | | |
| | | | | | | | |
| 47,914 | | | 0.788% due 9/25/42(a)(c) | | | 44,722 | |
| | | | | | | | |
| 51,104 | | | 5.405% due 1/25/43(a)(c) | | | 52,043 | |
| | | | | | | | |
| 149,869 | | | First Horizon Alternative Mortgage Securities, 5.229% due 2/25/36(a) | | | 70,202 | |
| | | | | | | | |
See Notes to Financial Statements.
4 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
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| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
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FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Harborview Mortgage Loan Trust: | | | | |
| | | | | | | | |
$ | 348,412 | | | 0.777% due 9/19/35(a) | | $ | 142,559 | |
| | | | | | | | |
| 229,773 | | | 1.217% due 2/19/36(a) | | | 97,203 | |
| | | | | | | | |
| 126,341 | | | 0.627% due 11/19/46(a) | | | 48,444 | |
| | | | | | | | |
| 401,077 | | | 0.597% due 1/25/47(a) | | | 141,737 | |
| | | | | | | | |
| 320,862 | | | 0.617% due 1/25/47(a) | | | 61,417 | |
| | | | | | | | |
| 320,862 | | | 0.647% due 1/25/47(a) | | | 60,609 | |
| | | | | | | | |
| | | | IMPAC CMB Trust: | | | | |
| | | | | | | | |
| 23,780 | | | 1.438% due 10/25/33(a) | | | 20,083 | |
| | | | | | | | |
| 216,424 | | | 0.698% due 11/25/35(a) | | | 101,052 | |
| | | | | | | | |
| | | | IMPAC Secured Assets Corp.: | | | | |
| | | | | | | | |
| 60,833 | | | 1.238% due 11/25/34(a) | | | 27,646 | |
| | | | | | | | |
| 58,208 | | | 0.638% due 5/25/36(a) | | | 20,430 | |
| | | | | | | | |
| 247,571 | | | Indymac Index Mortgage Loan Trust, 5.287% due 10/25/35(a) | | | 139,492 | |
| | | | | | | | |
| 49,854 | | | Lehman Structured Securities Corp., 0.778% due 9/26/45(a)(b) | | | 32,720 | |
| | | | | | | | |
| 252,615 | | | Lehman XS Trust, 0.698% due 2/25/46(a) | | | 91,895 | |
| | | | | | | | |
| 149,492 | | | MASTR Alternative Loans Trust, PAC, 0.838% due 11/25/33(a) | | | 99,746 | |
| | | | | | | | |
| 25,374 | | | MASTR ARM Trust, 4.980% due 12/25/33(a) | | | 14,941 | |
| | | | | | | | |
| 132,347 | | | Merrill Lynch Mortgage Investors Inc., 4.484% due 2/25/35(a) | | | 104,117 | |
| | | | | | | | |
| 148,887 | | | New York Mortgage Trust Inc., 0.768% due 8/25/35(a) | | | 105,376 | |
| | | | | | | | |
| 400,000 | | | Residential Accredit Loans Inc., 0.643% due 9/25/46(a) | | | 94,494 | |
| | | | | | | | |
| | | | Residential Asset Securitization Trust, PAC: | | | | |
| | | | | | | | |
| 40,925 | | | 0.888% due 11/25/33(a) | | | 33,010 | |
| | | | | | | | |
| 169,534 | | | 0.838% due 5/25/34(a) | | | 112,321 | |
| | | | | | | | |
| 45,331 | | | Residential Funding Mortgage Securities I Trust, 0.838% due 6/25/33(a) | | | 43,847 | |
| | | | | | | | |
| | | | Sequoia Mortgage Trust: | | | | |
| | | | | | | | |
| 5,898 | | | 3.907% due 9/20/32(a) | | | 4,620 | |
| | | | | | | | |
| 145,034 | | | 1.107% due 6/20/33(a) | | | 106,151 | |
| | | | | | | | |
| | | | Structured ARM Loan Trust: | | | | |
| | | | | | | | |
| 8,253 | | | 0.748% due 2/25/34(a) | | | 5,997 | |
| | | | | | | | |
| 15,836 | | | 0.843% due 6/25/34(a) | | | 8,619 | |
| | | | | | | | |
| 16,056 | | | 2.883% due 11/25/34(a) | | | 10,792 | |
| | | | | | | | |
| | | | Structured Asset Mortgage Investments Inc.: | | | | |
| | | | | | | | |
| 61,704 | | | 0.817% due 12/19/33(a) | | | 41,739 | |
| | | | | | | | |
| 25,022 | | | 5.194% due 8/25/35(a) | | | 12,060 | |
| | | | | | | | |
| 108,092 | | | 0.818% due 12/27/35(a) | | | 26,504 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 5
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
$ | 108,142 | | | 4.138% due 12/27/35(a) | | $ | 34,057 | |
| | | | | | | | |
| 288,951 | | | 0.628% due 7/25/46(a) | | | 95,363 | |
| | | | | | | | |
| 120,613 | | | 0.638% due 9/25/47(a) | | | 95,772 | |
| | | | | | | | |
| | | | Structured Asset Securities Corp.: | | | | |
| | | | | | | | |
| 40,859 | | | 1.438% due 3/25/28(a) | | | 34,322 | |
| | | | | | | | |
| 83,180 | | | 1.378% due 8/25/28(a) | | | 44,776 | |
| | | | | | | | |
| 18,728 | | | 4.161% due 5/25/32(a) | | | 18,730 | |
| | | | | | | | |
| 65,271 | | | 5.533% due 8/25/32(a) | | | 64,991 | |
| | | | | | | | |
| 21,244 | | | 0.938% due 4/25/33(a) | | | 16,083 | |
| | | | | | | | |
| 62,013 | | | 0.838% due 9/25/33(a)(b) | | | 26,519 | |
| | | | | | | | |
| 99,131 | | | 5.638% due 6/25/35(a)(b)(d) | | | 59,484 | |
| | | | | | | | |
| 16,417 | | | Thornburg Mortgage Securities Trust, 0.888% due 3/25/44(a) | | | 14,761 | |
| | | | | | | | |
| 145,196 | | | Wachovia Mortgage Loan Trust LLC, 4.635% due 8/20/35(a) | | | 72,768 | |
| | | | | | | | |
| | | | Washington Mutual Inc. Alternative Pass-Through Certificates: | | | | |
| | | | | | | | |
| 175,822 | | | 2.484% due 5/25/46(a) | | | 63,296 | |
| | | | | | | | |
| 370,625 | | | 2.474% due 8/25/46(a) | | | 133,425 | |
| | | | | | | | |
| | | | Washington Mutual Inc. Pass-Through Certificates: | | | | |
| | | | | | | | |
| 144,422 | | | 0.838% due 7/25/18(a) | | | 138,893 | |
| | | | | | | | |
| 53,500 | | | 4.857% due 11/25/30(a) | | | 44,314 | |
| | | | | | | | |
| 123,985 | | | 5.931% due 9/25/36(a) | | | 75,842 | |
| | | | | | | | |
| 48,275 | | | 2.914% due 4/25/44(a) | | | 27,271 | |
| | | | | | | | |
| 227,920 | | | 0.758% due 8/25/45(a) | | | 107,866 | |
| | | | | | | | |
| 160,866 | | | 0.708% due 12/25/45(a) | | | 75,996 | |
| | | | | | | | |
| | | | Wells Fargo Mortgage Backed Securities Trust: | | | | |
| | | | | | | | |
| 112,947 | | | 4.636% due 11/25/34(a) | | | 110,428 | |
| | | | | | | | |
| 224,613 | | | PAC, 0.838% due 5/25/33(a) | | | 220,055 | |
| | | | | | | | |
| | | | TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost — $10,626,352) | | | 5,560,015 | |
|
ASSET-BACKED SECURITIES — 17.6% |
|
FINANCIALS — 17.6% |
| | | | | | | | |
| | | | Automobiles — 1.3% | | | | |
| 261,710 | | | AmeriCredit Automobile Receivables Trust, 0.569% due 5/6/12(a) | | | 250,170 | |
| | | | | | | | |
| | | | Diversified Financial Services — 0.2% | | | | |
| | | | Business Loan Express: | | | | |
| | | | | | | | |
| 94,612 | | | 1.088% due 6/25/28(a)(b) | | | 9,698 | |
| | | | | | | | |
| 33,552 | | | 1.401% due 5/15/29(a)(b) | | | 12,633 | |
| | | | | | | | |
See Notes to Financial Statements.
6 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Diversified Financial Services — 0.2% continued | | | | |
| | | | | | | | |
$ | 27,394 | | | 1.238% due 1/25/32(a)(b) | | $ | 16,294 | |
| | | | | | | | |
| | | | Total Diversified Financial Services | | | 38,625 | |
| | | | | | | | |
| | | | Home Equity — 15.4% | | | | |
| 2,895 | | | Ameriquest Mortgage Securities Inc., 0.808% due 9/25/34(a) | | | 2,840 | |
| | | | | | | | |
| 51,175 | | | Argent Securities Inc., 0.828% due 10/25/34(a) | | | 26,487 | |
| | | | | | | | |
| 66,219 | | | Asset-Backed Securities Corp., Home Equity Loan Trust, 0.991% due 11/15/31(a) | | | 45,558 | |
| | | | | | | | |
| 800,549 | | | Bear Stearns Asset-Backed Securities I Trust, 0.838% due 9/25/34(a) | | | 557,597 | |
| | | | | | | | |
| | | | Bear Stearns Asset-Backed Securities Inc.: | | | | |
| | | | | | | | |
| 45,352 | | | 0.918% due 10/25/33(a) | | | 38,652 | |
| | | | | | | | |
| 189,833 | | | 0.888% due 12/25/33(a) | | | 137,562 | |
| | | | | | | | |
| 146,147 | | | 0.938% due 11/25/42(a) | | | 101,063 | |
| | | | | | | | |
| 79,931 | | | CDC Mortgage Capital Trust, 1.058% due 1/25/33(a) | | | 54,319 | |
| | | | | | | | |
| 13,790 | | | Cendant Mortgage Corp., 0.988% due 7/25/43(a)(b) | | | 13,539 | |
| | | | | | | | |
| | | | Countrywide Asset-Backed Certificates: | | | | |
| | | | | | | | |
| 202,308 | | | 0.888% due 11/25/34(a) | | | 134,330 | |
| | | | | | | | |
| 164,181 | | | 0.768% due 7/25/36(a)(b) | | | 98,459 | |
| | | | | | | | |
| 117,775 | | | 0.788% due 5/25/46(a)(b) | | | 84,704 | |
| | | | | | | | |
| 67,773 | | | Countrywide Home Equity Loan Trust, 0.741% due 12/15/33(a) | | | 24,518 | |
| | | | | | | | |
| 78,605 | | | EMC Mortgage Loan Trust, 0.988% due 3/25/31(a)(b) | | | 63,599 | |
| | | | | | | | |
| 75,562 | | | GMAC Mortgage Corp. Loan Trust, 0.648% due 11/25/36(a)(d) | | | 22,128 | |
| | | | | | | | |
| 153,452 | | | Green Tree, 7.000% due 4/25/38(a)(b)(d) | | | 135,429 | |
| | | | | | | | |
| 153,543 | | | GSAMP Trust, 0.738% due 5/25/36(a)(b)(d) | | | 61,524 | |
| | | | | | | | |
| 69,599 | | | IXIS Real Estate Capital Trust, 0.808% due 12/25/35(a) | | | 64,641 | |
| | | | | | | | |
| 289,975 | | | Lehman XS Trust, 0.678% due 11/25/46(a) | | | 53,396 | |
| | | | | | | | |
| 139,299 | | | Merrill Lynch Mortgage Investors Trust, 0.718% due 1/25/47(a) | | | 73,367 | |
| | | | | | | | |
| 390,000 | | | New Century Home Equity Loan Trust, 1.058% due 8/25/34(a) | | | 185,703 | |
| | | | | | | | |
| 344,629 | | | Option One Mortgage Loan Trust, 1.278% due 2/25/33(a) | | | 197,585 | |
| | | | | | | | |
| | | | RAAC Series: | | | | |
| | | | | | | | |
| 156,383 | | | 0.708% due 5/25/36(a)(b) | | | 103,176 | |
| | | | | | | | |
| 139,814 | | | 0.688% due 2/25/37(a)(b)(d) | | | 66,086 | |
| | | | | | | | |
| 238,607 | | | 0.728% due 1/25/46(a)(b) | | | 150,583 | |
| | | | | | | | |
| | | | Renaissance Home Equity Loan Trust: | | | | |
| | | | | | | | |
| 135,432 | | | 0.878% due 8/25/33(a) | | | 64,406 | |
| | | | | | | | |
| 176,893 | | | 0.938% due 12/25/33(a) | | | 80,910 | |
| | | | | | | | |
| 62,763 | | | Residential Asset Securities Corp., 0.938% due 7/25/32(a) | | | 28,533 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 7
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Home Equity — 15.4% continued | | | | |
| | | | | | | | |
| | | | SACO I Trust: | | | | |
| | | | | | | | |
$ | 68,155 | | | 0.718% due 11/25/20(a) | | $ | 28,193 | |
| | | | | | | | |
| 5,607 | | | 0.638% due 4/25/35(a)(b) | | | 1,748 | |
| | | | | | | | |
| 27,226 | | | 0.958% due 9/25/35(a) | | | 8,871 | |
| | | | | | | | |
| 156,376 | | | 0.588% due 4/25/36(a) | | | 23,466 | |
| | | | | | | | |
| 127,506 | | | 0.698% due 6/25/36(a) | | | 55,224 | |
| | | | | | | | |
| 18,492 | | | Saxon Asset Securities Trust, 0.938% due 3/25/32(a) | | | 10,893 | |
| | | | | | | | |
| 1,992 | | | Soundview Home Equity Loan Trust, 0.888% due 8/25/31(a) | | | 1,984 | |
| | | | | | | | |
| 4,045 | | | Specialty Underwriting & Residential Finance Trust, 1.118% due 1/25/34(a) | | | 1,293 | |
| | | | | | | | |
| 44,786 | | | Structured Asset Investment Loan Trust, 1.118% due 1/25/33(a) | | | 27,180 | |
| | | | | | | | |
| 192,791 | | | Truman Capital Mortgage Loan Trust, 0.868% due 3/25/37(a)(b)(d) | | | 115,674 | |
| | | | | | | | |
| 28,831 | | | Wachovia Asset Securitization Inc., 0.728% due 3/25/33(a) | | | 14,402 | |
| | | | | | | | |
| | | | Total Home Equity | | | 2,959,622 | |
| | | | | | | | |
| | | | Other — 0.1% | | | | |
| 13,963 | | | Lehman XS Trust, 0.588% due 8/25/35(a) | | | 13,478 | |
| | | | | | | | |
| | | | Student Loan — 0.6% | | | | |
| 127,630 | | | Carrington Mortgage Loan Trust, 0.758% due 10/25/35(a) | | | 112,593 | |
| | | | | | | | |
| | | | TOTAL ASSET-BACKED SECURITIES (Cost — $5,708,635) | | | 3,374,488 | |
|
COLLATERALIZED SENIOR LOANS — 12.8% |
|
CONSUMER DISCRETIONARY — 5.0% |
| | | | | | | | |
| | | | Media — 3.2% | | | | |
| 493,750 | | | Charter Communications, Term Loan B, 3.721% due 3/15/14(a)(e) | | | 417,836 | |
| | | | | | | | |
| 478,070 | | | Idearc Inc., Term Loan B, 3.456% due 11/1/14(a)(e) | | | 188,107 | |
| | | | | | | | |
| | | | Total Media | | | 605,943 | |
| | | | | | | | |
| | | | Multiline Retail — 1.8% | | | | |
| 500,000 | | | Neiman Marcus Group Inc., Term Loan B, 2.985% due 3/13/13(a)(e) | | | 348,750 | |
| | | | | | | | |
| | | | TOTAL CONSUMER DISCRETIONARY | | | 954,693 | |
|
HEALTH CARE — 2.1% |
| | | | | | | | |
| | | | Health Care Providers & Services — 2.1% | | | | |
| 465,629 | | | Health Management Association, Term Loan B, 2.970% due 1/16/14(a)(e) | | | 405,156 | |
|
MATERIALS — 2.1% |
| | | | | | | | |
| | | | Paper & Forest Products — 2.1% | | | | |
| 439,452 | | | Georgia-Pacific Corp., Term Loan, 3.181% due 12/23/13(a)(e) | | | 411,025 | |
| | | | | | | | |
See Notes to Financial Statements.
8 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
|
TELECOMMUNICATION SERVICES — 1.7% |
| | | | | | | | |
| | | | Diversified Telecommunication Services — 1.7% | | | | |
$ | 341,525 | | | Cablevision Systems Corp., Term Loan B, 2.311% due 3/30/13(a)(e) | | $ | 316,871 | |
|
UTILITIES — 1.9% |
| | | | | | | | |
| | | | Independent Power Producers & Energy Traders — 1.9% | | | | |
| 388,499 | | | NRG Energy Inc., Term Loan, 6.237% due 2/1/13(a)(e) | | | 362,559 | |
| | | | | | | | |
| | | | TOTAL COLLATERALIZED SENIOR LOANS (Cost — $3,003,860) | | | 2,450,304 | |
|
CORPORATE BONDS & NOTES — 11.9% |
|
CONSUMER DISCRETIONARY — 2.4% |
| | | | | | | | |
| | | | Automobiles — 1.0% | | | | |
| 200,000 | | | DaimlerChrysler NA, LLC/Daimler Finance N.A., LLC, Medium-Term Notes, 1.634% due 8/3/09(a) | | | 198,249 | |
| | | | | | | | |
| | | | Diversified Consumer Services — 0.0% | | | | |
| 5,000 | | | Education Management LLC/Education Management Finance Corp., Senior Subordinated Notes, 10.250% due 6/1/16 | | | 4,825 | |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 0.1% | | | | |
| 50,000 | | | Station Casinos Inc., Senior Notes, 6.000% due 4/1/12(g) | | | 17,625 | |
| | | | | | | | |
| | | | Media — 1.2% | | | | |
| 5,000 | | | Affinion Group Inc., Senior Subordinated Notes, 11.500% due 10/15/15 | | | 3,625 | |
| | | | | | | | |
| 15,000 | | | CCH I LLC/CCH I Capital Corp., Senior Secured Notes, 11.000% due 10/1/15(f)(g) | | | 1,237 | |
| | | | | | | | |
| 20,000 | | | DISH DBS Corp., Senior Notes, 6.625% due 10/1/14 | | | 18,650 | |
| | | | | | | | |
| 10,000 | | | R.H. Donnelley Corp., Senior Notes, 8.875% due 10/15/17(g) | | | 675 | |
| | | | | | | | |
| 200,000 | | | Viacom Inc., Senior Notes, 1.670% due 6/16/09(a) | | | 199,224 | |
| | | | | | | | |
| | | | Total Media | | | 223,411 | |
| | | | | | | | |
| | | | Multiline Retail — 0.1% | | | | |
| 5,000 | | | Dollar General Corp., Senior Subordinated Notes, 11.875% due 7/15/17(e) | | | 5,200 | |
| | | | | | | | |
| 5,122 | | | Neiman Marcus Group Inc., Senior Notes, 9.000% due 10/15/15(e) | | | 2,843 | |
| | | | | | | | |
| | | | Total Multiline Retail | | | 8,043 | |
| | | | | | | | |
| | | | Textiles, Apparel & Luxury Goods — 0.0% | | | | |
| 3,000 | | | Oxford Industries Inc., Senior Notes, 8.875% due 6/1/11 | | | 2,505 | |
| | | | | | | | |
| | | | TOTAL CONSUMER DISCRETIONARY | | | 454,658 | |
|
ENERGY — 2.3% |
| | | | | | | | |
| | | | Energy Equipment & Services — 0.0% | | | | |
| 5,000 | | | Complete Production Services Inc., Senior Notes, 8.000% due 12/15/16 | | | 3,725 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 9
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Oil, Gas & Consumable Fuels — 2.3% | | | | |
$ | 5,000 | | | Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12 | | $ | 3,875 | |
| | | | | | | | |
| 10,000 | | | Chesapeake Energy Corp., Senior Notes, 7.250% due 12/15/18 | | | 8,800 | |
| | | | | | | | |
| 10,000 | | | El Paso Corp., Senior Notes, 8.250% due 2/15/16 | | | 9,800 | |
| | | | | | | | |
| 10,000 | | | Enterprise Products Operating LLP, Subordinated Notes, 7.034% due 1/15/68(a) | | | 6,309 | |
| | | | | | | | |
| 5,000 | | | EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11 | | | 4,250 | |
| | | | | | | | |
| 40,000 | | | OPTI Canada Inc., Senior Secured Notes, 8.250% due 12/15/14 | | | 22,200 | |
| | | | | | | | |
| 410,000 | | | Pemex Project Funding Master Trust, Senior Notes, 1.864% due 12/3/12(a)(b) | | | 362,850 | |
| | | | | | | | |
| | | | Williams Cos. Inc., Notes: | | | | |
| | | | | | | | |
| 10,000 | | | 4.420% due 5/1/09(a)(b) | | | 10,000 | |
| | | | | | | | |
| 10,000 | | | 8.750% due 3/15/32 | | | 9,422 | |
| | | | | | | | |
| | | | Total Oil, Gas & Consumable Fuels | | | 437,506 | |
| | | | | | | | |
| | | | TOTAL ENERGY | | | 441,231 | |
|
FINANCIALS — 3.2% |
| | | | | | | | |
| | | | Capital Markets — 0.9% | | | | |
| 200,000 | | | Kaupthing Bank HF, Senior Notes, 5.750% due 10/4/11(b)(f)(g) | | | 16,000 | |
| | | | | | | | |
| 160,000 | | | Merrill Lynch & Co. Inc., Medium-Term Notes, 3.051% due 5/20/09(a) | | | 159,721 | |
| | | | | | | | |
| | | | Total Capital Markets | | | 175,721 | |
| | | | | | | | |
| | | | Commercial Banks — 1.1% | | | | |
| 200,000 | | | Glitnir Banki HF, Senior Notes, 3.255% due 1/18/12(a)(b)(f)(g) | | | 26,500 | |
| | | | | | | | |
| | | | HSBC Bank PLC, Credit-Linked Notes, (JSC Bank TuranAlem), Medium-Term Notes: | | | | |
| | | | | | | | |
| 200,000 | | | 3.937% due 7/20/12(a)(b)(d)(g) | | | 10,000 | |
| | | | | | | | |
| 20,000 | | | 6.501% due 8/20/12(a)(d)(g) | | | 1,000 | |
| | | | | | | | |
| 20,000 | | | 6.751% due 8/20/12(a)(d)(g) | | | 1,000 | |
| | | | | | | | |
| 200,000 | | | Landsbanki Islands HF, Senior Notes, 6.059% due 8/25/09(a)(b)(f)(g) | | | 1,500 | |
| | | | | | | | |
| 100,000 | | | RSHB Capital, Loan Participation Notes, Senior Secured Notes, 6.299% due 5/15/17(b) | | | 77,710 | |
| | | | | | | | |
| 100,000 | | | VTB Capital SA, Loan Participation Notes, 2.870% due 11/2/09(a)(b) | | | 98,443 | |
| | | | | | | | |
| | | | Total Commercial Banks | | | 216,153 | |
| | | | | | | | |
| | | | Consumer Finance — 0.3% | | | | |
| 70,000 | | | GMAC LLC, Senior Notes, 7.500% due 12/31/13(b) | | | 44,138 | |
| | | | | | | | |
See Notes to Financial Statements.
10 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Diversified Financial Services — 0.9% | | | | |
$ | 10,000 | | | AAC Group Holding Corp., Senior Discount Notes, 10.250% due 10/1/12(b) | | $ | 5,900 | |
| | | | | | | | |
| 177,000 | | | JPMorgan Chase Bank N.A., Medium-Term Notes, 4.078% due 2/11/11(a) | | | 167,246 | |
| | | | | | | | |
| | | | Total Diversified Financial Services | | | 173,146 | |
| | | | | | | | |
| | | | Real Estate Management & Development — 0.0% | | | | |
| 10,000 | | | Realogy Corp., Senior Subordinated Notes, 12.375% due 4/15/15 | | | 2,450 | |
| | | | | | | | |
| | | | TOTAL FINANCIALS | | | 611,608 | |
|
HEALTH CARE — 0.6% |
| | | | | | | | |
| | | | Health Care Providers & Services — 0.6% | | | | |
| 5,000 | | | DaVita Inc., Senior Subordinated Notes, 7.250% due 3/15/15 | | | 4,913 | |
| | | | | | | | |
| 93,000 | | | HCA Inc., Senior Secured Notes, 9.625% due 11/15/16(e) | | | 86,490 | |
| | | | | | | | |
| 30,000 | | | Tenet Healthcare Corp., Senior Notes, 9.875% due 7/1/14 | | | 28,050 | |
| | | | | | | | |
| 5,000 | | | US Oncology Holdings Inc., Senior Notes, 6.904% due 3/15/12(a)(e) | | | 3,025 | |
| | | | | | | | |
| | | | Total Health Care Providers & Services | | | 122,478 | |
| | | | | | | | |
| | | | Pharmaceuticals — 0.0% | | | | |
| 10,000 | | | Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12(f)(g) | | | 50 | |
| | | | | | | | |
| | | | TOTAL HEALTH CARE | | | 122,528 | |
|
INDUSTRIALS — 0.2% |
| | | | | | | | |
| | | | Aerospace & Defense — 0.0% | | | | |
| 10,000 | | | Hawker Beechcraft Acquisition Co., Senior Notes, 8.875% due 4/1/15(e) | | | 1,950 | |
| | | | | | | | |
| | | | Airlines — 0.0% | | | | |
| 10,000 | | | DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15(b) | | | 3,850 | |
| | | | | | | | |
| | | | Building Products — 0.1% | | | | |
| 20,000 | | | Associated Materials Inc., Senior Discount Notes, 11.250% due 3/1/14 | | | 7,300 | |
| | | | | | | | |
| | | | Commercial Services & Supplies — 0.0% | | | | |
| 10,000 | | | Rental Services Corp., Senior Notes, 9.500% due 12/1/14 | | | 6,475 | |
| | | | | | | | |
| | | | Road & Rail — 0.1% | | | | |
| 10,000 | | | Hertz Corp., Senior Subordinated Notes, 10.500% due 1/1/16 | | | 7,150 | |
| | | | | | | | |
| 5,000 | | | Kansas City Southern de Mexico, Senior Notes, 12.500% due 4/1/16(b) | | | 4,850 | |
| | | | | | | | |
| | | | Total Road & Rail | | | 12,000 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 11
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Trading Companies & Distributors — 0.0% | | | | |
$ | 5,000 | | | H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16 | | $ | 3,425 | |
| | | | | | | | |
| 10,000 | | | Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14(b)(g) | | | 3,600 | |
| | | | | | | | |
| | | | Total Trading Companies & Distributors | | | 7,025 | |
| | | | | | | | |
| | | | Transportation Infrastructure — 0.0% | | | | |
| 5,000 | | | Swift Transportation Co., Senior Secured Notes, 8.984% due 5/15/15(a)(b) | | | 1,575 | |
| | | | | | | | |
| | | | TOTAL INDUSTRIALS | | | 40,175 | |
|
INFORMATION TECHNOLOGY — 0.1% |
| | | | | | | | |
| | | | IT Services — 0.1% | | | | |
| 10,000 | | | SunGard Data Systems Inc., Senior Subordinated Notes, 10.250% due 8/15/15 | | | 8,750 | |
|
MATERIALS — 0.1% |
| | | | | | | | |
| | | | Chemicals — 0.0% | | | | |
| 5,000 | | | Georgia Gulf Corp., Senior Notes, 9.500% due 10/15/14(g) | | | 1,113 | |
| | | | | | | | |
| | | | Containers & Packaging — 0.0% | | | | |
| 5,000 | | | Graham Packaging Co. Inc., Senior Notes, 8.500% due 10/15/12 | | | 4,325 | |
| | | | | | | | |
| | | | Metals & Mining — 0.1% | | | | |
| 10,000 | | | Freeport-McMoRan Copper & Gold Inc., Senior Notes, 8.375% due 4/1/17 | | | 9,814 | |
| | | | | | | | |
| 5,000 | | | Ryerson Inc., Senior Secured Notes, 12.000% due 11/1/15 | | | 3,050 | |
| | | | | | | | |
| | | | Total Metals & Mining | | | 12,864 | |
| | | | | | | | |
| | | | Paper & Forest Products — 0.0% | | | | |
| 5,000 | | | Appleton Papers Inc., Senior Notes, 8.125% due 6/15/11 | | | 3,025 | |
| | | | | | | | |
| 5,000 | | | NewPage Corp., Senior Secured Notes, 7.420% due 5/1/12(a) | | | 2,175 | |
| | | | | | | | |
| 5,000 | | | Smurfit Capital Funding PLC, Debentures, 7.500% due 11/20/25 | | | 2,862 | |
| | | | | | | | |
| | | | Total Paper & Forest Products | | | 8,062 | |
| | | | | | | | |
| | | | TOTAL MATERIALS | | | 26,364 | |
|
TELECOMMUNICATION SERVICES — 2.2% |
| | | | | | | | |
| | | | Diversified Telecommunication Services — 1.3% | | | | |
| 25,000 | | | Intelsat Bermuda Ltd., Senior Notes, 11.250% due 6/15/16 | | | 25,687 | |
| | | | | | | | |
| 5,000 | | | Level 3 Financing Inc., Senior Notes, 9.250% due 11/1/14 | | | 4,031 | |
| | | | | | | | |
| 5,000 | | | Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16(b) | | | 4,850 | |
| | | | | | | | |
| 20,000 | | | Qwest Corp., Senior Notes, 4.570% due 6/15/13(a) | | | 18,200 | |
| | | | | | | | |
| 200,000 | | | Telecom Italia Capital, Senior Notes, 1.717% due 7/18/11(a) | | | 189,088 | |
| | | | | | | | |
| | | | Total Diversified Telecommunication Services | | | 241,856 | |
| | | | | | | | |
See Notes to Financial Statements.
12 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Wireless Telecommunication Services — 0.9% | | | | |
$ | 200,000 | | | Vodafone Group PLC, Notes, 1.536% due 2/27/12(a) | | $ | 183,996 | |
| | | | | | | | |
| | | | TOTAL TELECOMMUNICATION SERVICES | | | 425,852 | |
|
UTILITIES — 0.8% |
| | | | | | | | |
| | | | Electric Utilities — 0.1% | | | | |
| 40,000 | | | Texas Competitive Electric Holdings Co. LLC, Senior Notes, 10.500% due 11/1/16(e) | | | 16,200 | |
| | | | | | | | |
| | | | Independent Power Producers & Energy Traders — 0.7% | | | | |
| 40,000 | | | AES Corp., Senior Notes, 7.750% due 10/15/15 | | | 37,000 | |
| | | | | | | | |
| 15,000 | | | Dynegy Holdings Inc., Senior Notes, 7.750% due 6/1/19 | | | 11,100 | |
| | | | | | | | |
| 20,000 | | | Edison Mission Energy, Senior Notes, 7.625% due 5/15/27 | | | 12,900 | |
| | | | | | | | |
| 120,000 | | | Energy Future Holdings Corp., Senior Notes, 11.250% due 11/1/17(e) | | | 62,100 | |
| | | | | | | | |
| 10,000 | | | NRG Energy Inc., Senior Notes, 7.375% due 1/15/17 | | | 9,575 | |
| | | | | | | | |
| | | | Total Independent Power Producers & Energy Traders | | | 132,675 | |
| | | | | | | | |
| | | | TOTAL UTILITIES | | | 148,875 | |
| | | | | | | | |
| | | | TOTAL CORPORATE BONDS & NOTES (Cost — $3,465,277) | | | 2,280,041 | |
|
MORTGAGE-BACKED SECURITIES — 5.5% |
| | | | | | | | |
| | | | FHLMC — 0.6% | | | | |
| 109,291 | | | Federal Home Loan Mortgage Corp. (FHLMC), 4.482% due 1/1/27(a)(c) | �� | | 111,298 | |
| | | | | | | | |
| | | | FNMA — 4.9% | | | | |
| | | | Federal National Mortgage Association (FNMA): | | | | |
| | | | | | | | |
| 396,145 | | | 5.165% due 9/1/35(a)(c) | | | 410,113 | |
| | | | | | | | |
| 530,000 | | | 5.000% due 5/12/39(c)(h) | | | 545,155 | |
| | | | | | | | |
| | | | TOTAL FNMA | | | 955,268 | |
| | | | | | | | |
| | | | TOTAL MORTGAGE-BACKED SECURITIES (Cost — $1,052,785) | | | 1,066,566 | |
|
SOVEREIGN BOND — 0.4% |
| | | | | | | | |
| | | | Russia — 0.4% | | | | |
| 87,360 | | | Russian Federation, 7.500% due 3/31/30(b) (Cost — $98,887) | | | 85,917 | |
|
U.S. GOVERNMENT & AGENCY OBLIGATIONS — 17.9% |
| | | | | | | | |
| | | | U.S. Government Agencies — 17.9% | | | | |
| | | | Federal Home Loan Mortgage Corp. (FHLMC): | | | | |
| | | | | | | | |
| | | | One Year CMT ARM: | | | | |
| | | | | | | | |
| 82,507 | | | 4.570% due 2/1/23(a)(c) | | | 83,479 | |
| | | | | | | | |
| 182,774 | | | 4.394% due 4/1/26(a)(c) | | | 185,721 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 13
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | U.S. Government Agencies — 17.9% continued | | | | |
| | | | | | | | |
$ | 34,375 | | | 4.726% due 7/1/29(a)(c) | | $ | 34,667 | |
| | | | | | | | |
| 50,048 | | | 4.785% due 8/1/30(a)(c) | | | 50,620 | |
| | | | | | | | |
| 26,389 | | | 4.948% due 10/1/33(a)(c) | | | 26,764 | |
| | | | | | | | |
| 143,156 | | | One Year LIBOR, 4.513% due 5/1/33(a)(c) | | | 144,777 | |
| | | | | | | | |
| | | | Federal National Mortgage Association (FNMA): | | | | |
| | | | | | | | |
| 128,978 | | | 12.000% due 4/20/16(c) | | | 148,011 | |
| | | | | | | | |
| | | | One Year CMT ARM: | | | | |
| | | | | | | | |
| 124,424 | | | 3.578% due 8/1/15(a)(c) | | | 123,220 | |
| | | | | | | | |
| 108,829 | | | 2.655% due 4/1/20(a)(c) | | | 107,436 | |
| | | | | | | | |
| 136,105 | | | 4.751% due 11/1/25(a)(c) | | | 136,571 | |
| | | | | | | | |
| 190,745 | | | 4.632% due 1/1/26(a)(c) | | | 191,720 | |
| | | | | | | | |
| 220,505 | | | 4.523% due 7/1/26(a)(c) | | | 219,500 | |
| | | | | | | | |
| 602,871 | | | 4.336% due 5/1/28(a)(c) | | | 606,393 | |
| | | | | | | | |
| 56,827 | | | 4.632% due 5/1/28(a)(c) | | | 57,179 | |
| | | | | | | | |
| 97,012 | | | 4.581% due 9/1/30(a)(c) | | | 97,612 | |
| | | | | | | | |
| 31,059 | | | 4.820% due 9/1/32(a)(c) | | | 31,763 | |
| | | | | | | | |
| 6,631 | | | 4.040% due 1/1/33(a)(c) | | | 6,673 | |
| | | | | | | | |
| 25,449 | | | 4.100% due 2/1/33(a)(c) | | | 25,647 | |
| | | | | | | | |
| 26,083 | | | 4.029% due 5/1/33(a)(c) | | | 26,066 | |
| | | | | | | | |
| 108,994 | | | 4.715% due 9/1/33(a)(c) | | | 110,519 | |
| | | | | | | | |
| | | | One Year LIBOR: | | | | |
| | | | | | | | |
| 8,206 | | | 5.138% due 1/1/33(a)(c) | | | 8,300 | |
| | | | | | | | |
| 81,064 | | | 4.445% due 7/1/33(a)(c) | | | 82,938 | |
| | | | | | | | |
| 51,684 | | | 5.191% due 10/1/33(a)(c) | | | 53,120 | |
| | | | | | | | |
| 163,388 | | | 4.692% due 10/1/34(a)(c) | | | 167,617 | |
| | | | | | | | |
| | | | Six Month LIBOR: | | | | |
| | | | | | | | |
| 79,479 | | | 3.011% due 4/1/33(a)(c) | | | 80,186 | |
| | | | | | | | |
| 36,101 | | | 5.343% due 5/1/33(a)(c) | | | 36,663 | |
| | | | | | | | |
| 15,799 | | | 4.744% due 6/1/33(a)(c) | | | 15,978 | |
| | | | | | | | |
| 243,176 | | | 4.508% due 10/1/34(a)(c) | | | 246,306 | |
| | | | | | | | |
| | | | Government National Mortgage Association (GNMA) II, One Year CMT ARM: | | | | |
| | | | | | | | |
| 55,432 | | | 5.375% due 5/20/26(a) | | | 56,953 | |
| | | | | | | | |
| 19,420 | | | 5.375% due 5/20/32(a) | | | 19,915 | |
| | | | | | | | |
| 112,889 | | | 5.000% due 1/20/35(a) | | | 115,347 | |
| | | | | | | | |
See Notes to Financial Statements.
14 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | U.S. Government Agencies — 17.9% continued | | | | |
| | | | | | | | |
$ | 137,514 | | | 3.625% due 2/20/35(a) | | $ | 137,325 | |
| | | | | | | | |
| | | | TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS (Cost — $3,432,031) | | | 3,434,986 | |
|
U.S. TREASURY INFLATION PROTECTED SECURITIES — 0.4% |
| | | | | | | | |
| 78,902 | | | U.S. Treasury Notes, Inflation Indexed, 2.375% due 1/15/17(i) (Cost — $77,292) | | | 82,749 | |
| | | | | | | | |
SHARES | | | | | | |
|
COMMON STOCK — 0.0% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.0% |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 0.0% | | | | |
| 10 | | | Buffets Restaurant Holdings*(d) (Cost — $4,969) | | | 0 | |
|
WARRANTS — 0.0% |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 0.0% | | | | |
| 4 | | | Buffets Restaurant Holdings, Expires 4/28/14*(d) (Cost — $0) | | | 0 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $27,470,088) | | | 18,335,066 | |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | | | | |
|
SHORT-TERM INVESTMENT — 1.0% |
| | | | | | | | |
| | | | U.S. Government Agency — 1.0% | | | | |
$ | 183,000 | | | Federal National Mortgage Association (FNMA), Discount Notes, 0.351% due 5/18/09(c)(i)(j) (Cost — $182,970) | | | 182,970 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS — 96.4% (Cost — $27,653,058#) | | | 18,518,036 | |
| | | | | | | | |
| | | | Other Assets in Excess of Liabilities — 3.6% | | | 692,340 | |
| | | | | | | | |
| | | | TOTAL NET ASSETS — 100.0% | | $ | 19,210,376 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 15
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO |
| | |
* | | Non-income producing security. |
|
(a) | | Variable rate security. Interest rate disclosed is that which is in effect at April 30, 2009. |
|
(b) | | 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. |
|
(c) | | On September 7, 2008, the Federal Housing Finance Agency placed Fannie Mae and Freddie Mac into conservatorship. |
|
(d) | | Security is valued in good faith at fair value by or under the direction of the Board of Trustees (See Note 1). |
|
(e) | | Payment-in-kind security for which part of the income earned may be paid as additional principal. |
|
(f) | | Security is currently in default. |
|
(g) | | Illiquid security. |
|
(h) | | This security is traded on a to-be-announced (“TBA”) basis (See Note 1). |
|
(i) | | All or a portion of this security is held at the broker as collateral for open futures contracts. |
|
(j) | | Rate shown represents yield-to-maturity. |
|
# | | Aggregate cost for federal income tax purposes is substantially the same. |
| | |
| | Abbreviations used in this schedule: |
|
| | ARM — Adjustable Rate Mortgage |
|
| | CMB — Cash Management Bill |
|
| | CMT — Constant Maturity Treasury |
|
| | GMAC — General Motors Acceptance Corp. |
|
| | GSAMP — Goldman Sachs Alternative Mortgage Products |
|
| | LIBOR — London Interbank Offered Rate |
|
| | MASTR — Mortgage Asset Securitization Transactions Inc. |
|
| | PAC — Planned Amortization Class |
|
| | REMIC — Real Estate Mortgage Investment Conduit |
See Notes to Financial Statements.
16 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
Statement of assets and liabilities (unaudited)
April 30, 2009
| | | | |
ASSETS: | | | | |
| | | | |
Investments, at value (Cost — $27,653,058) | | $ | 18,518,036 | |
| | | | |
Cash | | | 1,202,804 | |
| | | | |
Interest receivable | | | 88,037 | |
| | | | |
Deposits with brokers for open futures contracts | | | 40,012 | |
| | | | |
Receivable for securities sold | | | 13,129 | |
| | | | |
Receivable from broker — variation margin on open futures contracts | | | 781 | |
| | | | |
Principal paydown receivable | | | 117 | |
| | | | |
Prepaid expenses | | | 578 | |
| | | | |
Total Assets | | | 19,863,494 | |
| | | | |
LIABILITIES: | | | | |
| | | | |
Payable for securities purchased | | | 545,041 | |
| | | | |
Trustees’ fees payable | | | 8,614 | |
| | | | |
Investment management fee payable | | | 5,000 | |
| | | | |
Payable for Portfolio shares repurchased | | | 4,637 | |
| | | | |
Distribution fees payable | | | 1,574 | |
| | | | |
Accrued expenses | | | 88,252 | |
| | | | |
Total Liabilities | | | 653,118 | |
| | | | |
TOTAL NET ASSETS | | $ | 19,210,376 | |
| | | | |
NET ASSETS: | | | | |
| | | | |
Par value (Note 4) | | $ | 27 | |
| | | | |
Paid-in capital in excess of par value | | | 28,841,294 | |
| | | | |
Undistributed net investment income | | | 16,819 | |
| | | | |
Accumulated net realized loss on investments, futures contracts and written options | | | (566,131 | ) |
| | | | |
Net unrealized depreciation on investments and futures contracts | | | (9,081,633 | ) |
| | | | |
TOTAL NET ASSETS | | $ | 19,210,376 | |
| | | | |
Shares Outstanding: | | | 2,720,581 | |
| | | | |
Net Asset Value: | | | $7.06 | |
| | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 17
Statement of operations (unaudited)
For the Six Months Ended April 30, 2009
| | | | |
INVESTMENT INCOME: | | | | |
| | | | |
Interest | | $ | 448,193 | |
| | | | |
EXPENSES: | | | | |
| | | | |
Investment management fee (Note 2) | | | 55,659 | |
| | | | |
Distribution fees (Note 2) | | | 25,300 | |
| | | | |
Shareholder reports | | | 20,239 | |
| | | | |
Audit and tax | | | 16,293 | |
| | | | |
Custody fees | | | 1,144 | |
| | | | |
Insurance | | | 887 | |
| | | | |
Legal fees | | | 457 | |
| | | | |
Trustees’ fees | | | 200 | |
| | | | |
Transfer agent fees | | | 74 | |
| | | | |
Miscellaneous expenses | | | 2,999 | |
| | | | |
Total Expenses | | | 123,252 | |
| | | | |
Less: Fee waivers and/or expense reimbursements (Note 2) | | | (22,517 | ) |
| | | | |
Net Expenses | | | 100,735 | |
| | | | |
NET INVESTMENT INCOME | | | 347,458 | |
| | | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS AND WRITTEN OPTIONS (NOTES 1 AND 3): | | | | |
| | | | |
Net Realized Gain (Loss) From: | | | | |
| | | | |
Investment transactions | | | (12,920 | ) |
| | | | |
Futures contracts | | | 152,388 | |
| | | | |
Written options | | | (116,647 | ) |
| | | | |
Net Realized Gain | | | 22,821 | |
| | | | |
Change in Net Unrealized Appreciation/Depreciation From: | | | | |
| | | | |
Investments | | | (1,765,295 | ) |
| | | | |
Futures contracts | | | (173,769 | ) |
| | | | |
Written options | | | (20,869 | ) |
| | | | |
Change in Net Unrealized Appreciation/Depreciation | | | (1,959,933 | ) |
| | | | |
NET LOSS ON INVESTMENTS, FUTURES CONTRACTS AND WRITTEN OPTIONS | | | (1,937,112 | ) |
| | | | |
DECREASE IN NET ASSETS FROM OPERATIONS | | $ | (1,589,654 | ) |
| | | | |
See Notes to Financial Statements.
18 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
Statements of changes in net assets
| | | | | | | | |
FOR THE SIX MONTHS ENDED APRIL 30, 2009 (unaudited) AND THE YEAR ENDED OCTOBER 31, 2008 | | 2009 | | | 2008 | |
OPERATIONS: | | | | | | | | |
| | | | | | | | |
Net investment income | | $ | 347,458 | | | $ | 1,323,399 | |
| | | | | | | | |
Net realized gain (loss) | | | 22,821 | | | | (23,129 | ) |
| | | | | | | | |
Change in net unrealized appreciation/depreciation | | | (1,959,933 | ) | | | (6,626,674 | ) |
| | | | | | | | |
Increase from payment by affiliate | | | — | | | | 1,878 | |
| | | | | | | | |
Decrease in Net Assets From Operations | | | (1,589,654 | ) | | | (5,324,526 | ) |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | | | | |
| | | | | | | | |
Net investment income | | | (1,300,001 | ) | | | (1,750,000 | ) |
| | | | | | | | |
Decrease in Net Assets From Distributions to Shareholders | | | (1,300,001 | ) | | | (1,750,000 | ) |
| | | | | | | | |
PORTFOLIO SHARE TRANSACTIONS (NOTE 4): | | | | | | | | |
| | | | | | | | |
Net proceeds from sale of shares | | | 505,487 | | | | 2,995,318 | |
| | | | | | | | |
Reinvestment of distributions | | | 1,300,001 | | | | 1,748,689 | |
| | | | | | | | |
Cost of shares repurchased | | | (3,484,345 | ) | | | (12,012,712 | ) |
| | | | | | | | |
Decrease in Net Assets From Portfolio Share Transactions | | | (1,678,857 | ) | | | (7,268,705 | ) |
| | | | | | | | |
DECREASE IN NET ASSETS | | | (4,568,512 | ) | | | (14,343,231 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
| | | | | | | | |
Beginning of period | | | 23,778,888 | | | | 38,122,119 | |
| | | | | | | | |
End of period* | | $ | 19,210,376 | | | $ | 23,778,888 | |
| | | | | | | | |
* Includes undistributed net investment income of: | | | $16,819 | | | | $969,362 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 19
Financial highlights
FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR ENDED
OCTOBER 31, UNLESS OTHERWISE NOTED:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 20091 | | | 2008 | | | 2007 | | | 20062 | | | 20052 | | | 20042 | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | $8.08 | | | | $10.13 | | | | $10.28 | | | | $10.18 | | | | $10.10 | | | | $10.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.14 | | | | 0.44 | | | | 0.49 | | | | 0.42 | | | | 0.24 | | | | 0.09 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized and unrealized gain (loss) | | | (0.70 | ) | | | (2.01 | ) | | | (0.17 | ) | | | (0.01 | ) | | | (0.05 | ) | | | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total income (loss) from operations | | | (0.56 | ) | | | (1.57 | ) | | | 0.32 | | | | 0.41 | | | | 0.19 | | | | 0.12 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.46 | ) | | | (0.48 | ) | | | (0.47 | ) | | | (0.31 | ) | | | (0.11 | ) | | | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.46 | ) | | | (0.48 | ) | | | (0.47 | ) | | | (0.31 | ) | | | (0.11 | ) | | | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | | $7.06 | | | | $8.08 | | | | $10.13 | | | | $10.28 | | | | $10.18 | | | | $10.10 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total return3 | | | (6.77 | )% | | | (16.19 | )%4 | | | 3.21 | % | | | 4.09 | % | | | 1.87 | % | | | 1.24 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSETS, END OF PERIOD (MILLIONS) | | | $19 | | | | $24 | | | | $38 | | | | $40 | | | | $38 | | | | $24 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 1.22 | %5 | | | 1.32 | % | | | 1.22 | %6 | | | 1.03 | % | | | 1.13 | % | | | 1.31 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net expenses7,8 | | | 1.00 | 5 | | | 1.00 | 9 | | | 0.92 | 6 | | | 0.87 | | | | 0.98 | | | | 1.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 3.43 | 5 | | | 4.07 | | | | 4.62 | | | | 3.98 | | | | 2.49 | | | | 1.19 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 15 | %10 | | | 45 | %10 | | | 130 | %10 | | | 45 | %10 | | | 12 | % | | | 68 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
1 | | For the six months ended April 30, 2009 (unaudited). |
2 | | Represents a share of capital stock outstanding prior to April 30, 2007. |
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 | | The investment manager fully reimbursed the Portfolio for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed. |
5 | | Annualized. |
6 | | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Portfolio during the period. Without these fees, the gross and net expense ratios would have been 1.21% and 0.91%, respectively. |
7 | | As a result of a contractual expense limitation, effective October 31, 2005 through February 28, 2007, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets of the Portfolio will not exceed 1.00%. Prior to October 31, 2005 and effective March 1, 2007, the Portfolio had a 1.00% voluntary expense limitation that may be terminated at any time. |
8 | | Reflects fee waivers and/or expense reimbursements. |
9 | | The impact to the expense ratio was less than 0.01% as a result of fees paid indirectly. |
10 | | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 67% for the six months ended April 30, 2009 and 212%, 150% and 77% for the years ended October 31, 2008, 2007 and 2006, respectively. |
See Notes to Financial Statements.
20 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
Notes to financial statements (unaudited)
| |
1. | Organization and significant accounting policies |
Legg Mason Partners Variable Adjustable Rate Income Portfolio (the “Portfolio”) is a separate diversified series of the 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 Portfolio may only be purchased or redeemed through variable annuity contracts and variable life insurance policies offered by the separate accounts of participating insurance companies or through eligible pension or other qualified plans.
The following are significant accounting policies consistently followed by the Portfolio and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(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. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the last quoted bid and asked prices as of the close of business of that market. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Portfolio calculates its net asset value, the Portfolio may value these securities at fair value as determined in accordance with the procedures approved by the Portfolio’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
Effective November 1, 2008, the Portfolio adopted Statement of Financial Accounting Standards No. 157 (“FAS 157”). FAS 157 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Portfolio’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.
| | |
| • | Level 1 — quoted prices in active markets for identical investments |
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 21
Notes to financial statements (unaudited) continued
| | |
| • | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
|
| • | Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Portfolio’s assets carried at fair value:
| | | | | | | | | | | | | | | | |
| | | | | | OTHER SIGNIFICANT
| | SIGNIFICANT
|
| | | | QUOTED PRICES
| | OBSERVABLE
| | UNOBSERVABLE
|
| | APRIL 30, 2009 | | (LEVEL 1) | | INPUTS (LEVEL 2) | | INPUTS (LEVEL 3) |
Investments in securities | | $ | 18,518,036 | | | | — | | | $ | 18,402,362 | | | $ | 115,674 | |
| | | | | | | | | | | | | | | | |
Other financial instruments* | | | 53,389 | | | $ | 53,389 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total | | $ | 18,571,425 | | | $ | 53,389 | | | $ | 18,402,362 | | | $ | 115,674 | |
| | | | | | | | | | | | | | | | |
| | |
* | | Other financial instruments may include written options, futures, swaps and forward contracts. |
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | | | |
| | INVESTMENTS IN
|
| | SECURITIES |
Balance as of October 31, 2008 | | $ | 393,758 | |
| | | | |
Accrued premiums/discounts | | | 50 | |
| | | | |
Realized gain (loss) | | | 758 | (1) |
| | | | |
Change in unrealized appreciation (depreciation) | | | (89,051 | )(2) |
| | | | |
Net purchases (sales) | | | (49,079 | ) |
| | | | |
Transfers in and/or out of level 3 | | | (140,762 | ) |
| | | | |
Balance as of April 30, 2009 | | $ | 115,674 | |
| | | | |
Net unrealized appreciation (depreciation) for investments in securities still held at the reporting date | | $ | (82,673 | )(2) |
| | | | |
| | |
(1) | | This amount is included in net realized gain (loss) from investment transactions in the accompanying Statement of Operations. |
|
(2) | | This amount is included in the change in net unrealized appreciation (depreciation) in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. |
(b) Repurchase agreements. When entering into repurchase agreements, it is the Portfolio’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction,
22 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market daily to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Portfolio may be delayed or limited.
(c) Financial futures contracts. The Portfolio may enter into financial futures contracts typically to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Portfolio is required to deposit cash or securities as initial margin, equal in value 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 Portfolio 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 Portfolio recognizes an unrealized gain or loss equal to the fluctuation in the value. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Portfolio’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 Portfolio could lose more than the initial margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(d) Written options. When the Portfolio writes an option, an amount equal to the premium received by the Portfolio 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 Portfolio 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 Portfolio’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 subtracted from the cost of the security purchased by the Portfolio from the exercise of the written put option to form the Portfolio’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
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 23
Notes to financial statements (unaudited) continued
cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Portfolio.
The risk in writing a covered call option is that the Portfolio 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 Portfolio 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 Portfolio is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Portfolio may not be able to enter into a closing transaction because of an illiquid secondary market.
(e) Mortgage dollar rolls. The Portfolio may enter into dollar rolls in which the Portfolio 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 Portfolio forgoes interest paid on the securities. The Portfolio maintains a segregated account, the dollar value of which is at least equal to its obligations with respect to dollar rolls.
The Portfolio executes its mortgage dollar rolls entirely in the to-be-announced (“TBA”) market, where the Portfolio 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 Portfolio accounts for mortgage dollar rolls as purchases and sales.
The risk of entering into a mortgage dollar roll is that the market value of the securities the Portfolio 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 Portfolio’s use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Portfolio’s obligation to repurchase the securities.
(f) Securities traded on a to-be-announced basis. The Portfolio may trade securities on a TBA basis. In a TBA transaction, the Portfolio 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 Portfolio, normally 15 to 45 days after purchase. Beginning on the date the Portfolio 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.
24 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
(g) Credit and market risk. Investments in structured securities (such as those issued by Structured Investment Vehicles, or SIVs) which are collateralized by residential real estate mortgages and 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 and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.
Consistent with its objective to seek high current income, the Portfolio may invest in instruments whose values and interest rates are linked to foreign currencies, interest rates, indices or some other financial indicator. The value at maturity or interest rates for these instruments will increase or decrease according to the change in the indicator to which they are indexed. These securities are generally more volatile in nature, and the risk of loss of principal is greater.
(h) 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 Portfolio’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(i) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Portfolio are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(j) Fees paid indirectly. The Portfolio’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 Portfolio. If material, the amount is shown as a reduction of expenses on the Statement of Operations.
(k) Federal and other taxes. It is the Portfolio’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Portfolio 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 Portfolio’s financial statements.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 25
Notes to financial statements (unaudited) continued
Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of April 30, 2009, no provision for income tax would be required in the Portfolio’s financial statements. The Portfolio’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
(l) 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 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. (“Legg Mason”).
Under the investment management agreement, the Portfolio pays an investment management fee, calculated daily and paid monthly, in accordance with the following breakpoint schedule:
| | | | |
AVERAGE DAILY NET ASSETS | | ANNUAL RATE |
First $1 billion | | | 0.550 | % |
| | | | |
Next $1 billion | | | 0.525 | |
| | | | |
Next $3 billion | | | 0.500 | |
| | | | |
Next $5 billion | | | 0.475 | |
| | | | |
Over $10 billion | | | 0.450 | |
| | | | |
LMPFA provides administrative and certain oversight services to the Portfolio. LMPFA delegates to the subadviser the day-to-day portfolio management of the Portfolio. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Portfolio.
During the six months ended April 30, 2009, the Portfolio had a voluntary expense limitation in place of 1.00% of the Portfolio’s average daily net assets.
During the six months ended April 30, 2009, LMPFA waived a portion of its fee amounting to $7,337.
The manager is permitted to recapture amounts previously voluntarily forgone or reimbursed by the manager to the Portfolio during the same fiscal year if the Portfolio’s total annual operating expenses have fallen to a level below the voluntary fee waiver/reimbursement (“expense cap”) shown in the fee table of
26 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
the Portfolio’s prospectus. In no case will the manager recapture any amount that would result, on any particular business day of the Portfolio, in the Portfolio’s total annual operating expenses exceeding the expense cap.
Legg Mason Investor Services, LLC, a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Portfolio’s sole and exclusive distributor.
The Trust, on behalf of the Portfolio, has adopted a plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act. The plan provides that the Portfolio shall pay a fee in the amount not to exceed 0.25% of the average daily net assets of the Portfolio. The fee is calculated daily and paid monthly. The Trust has agreed to waive 0.15% of the Rule 12b-1 distribution plan fees for the Portfolio. For the six months ended April 30, 2009, Rule 12b-1 distribution plan fees of $15,180 were waived for the Portfolio.
Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
3. Investments
During the six months ended April 30, 2009, 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 | | $ | 131,967 | | | $ | 13,899,592 | |
| | | | | | | | |
Sales | | | 2,391,191 | | | | 18,200,517 | |
| | | | | | | | |
At April 30, 2009, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
| | | | |
Gross unrealized appreciation | | $ | 55,515 | |
| | | | |
Gross unrealized depreciation | | | (9,190,537 | ) |
| | | | |
Net unrealized depreciation | | $ | (9,135,022 | ) |
| | | | |
At April 30, 2009, the Portfolio had the following open futures contracts:
| | | | | | | | | | | | | | | | | | | | |
| | NUMBER OF
| | EXPIRATION
| | BASIS
| | MARKET
| | UNREALIZED
|
| | CONTRACTS | | DATE | | VALUE | | VALUE | | GAIN (LOSS) |
Contracts to Buy: | | | | | | | | | | | | | | | | | | | | |
90-Day Eurodollar | | | 10 | | | | 6/09 | | | $ | 2,406,000 | | | $ | 2,476,375 | | | $ | 70,375 | |
| | | | | | | | | | | | | | | | | | | | |
90-Day Eurodollar | | | 13 | | | | 9/10 | | | | 3,190,859 | | | | 3,191,013 | | | | 154 | |
| | | | | | | | | | | | | | | | | | | | |
U.S. Treasury 5-Year Notes | | | 26 | | | | 6/09 | | | | 3,062,796 | | | | 3,045,656 | | | | (17,140 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net unrealized gain on open futures contracts | | | | | | | | | | $ | 53,389 | |
| | | | | | | | | | | | | | | | | | | | |
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 27
Notes to financial statements (unaudited) continued
At April 30, 2009, the Portfolio held TBA securities with a total cost of $545,041.
During the six months ended April 30, 2009, written option transactions for the Portfolio were as follows:
| | | | | | | | |
| | NUMBER OF
| | |
| | CONTRACTS | | PREMIUMS |
Written options, outstanding October 31, 2008 | | | 81 | | | $ | 41,939 | |
| | | | | | | | |
Options written | | | 38 | | | | 39,713 | |
| | | | | | | | |
Options closed | | | (105 | ) | | | (75,521 | ) |
| | | | | | | | |
Options expired | | | (14 | ) | | | (6,131 | ) |
| | | | | | | | |
Written options, outstanding April 30, 2009 | | | — | | | | — | |
| | | | | | | | |
4. Shares of beneficial interest
At April 30, 2009, 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 Portfolio were as follows:
| | | | | | | | |
| | SIX MONTHS ENDED
| | YEAR ENDED
|
| | APRIL 30, 2009 | | OCTOBER 31, 2008 |
Shares sold | | | 70,654 | | | | 326,394 | |
| | | | | | | | |
Shares issued on reinvestment | | | 187,861 | | | | 183,879 | |
| | | | | | | | |
Shares repurchased | | | (481,273 | ) | | | (1,330,048 | ) |
| | | | | | | | |
Net decrease | | | (222,758 | ) | | | (819,775 | ) |
| | | | | | | | |
5. Capital loss carryforward
On October 31, 2008, the Portfolio had a net capital loss carryforward of approximately $340,825, of which $129,511 expires in 2014 and $211,314 expires in 2015. These amounts will be available to offset any future taxable capital 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 Portfolio, and Citigroup Global Markets Inc. (“CGM”), a former distributor of the Portfolio, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds, including the Portfolio (the “Affected Funds”).
The SEC order found that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated
28 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
there under (the “Advisers Act”). Specifically, the order found that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent: that First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-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 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
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 29
Notes to financial statements (unaudited) continued
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 May 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM, a former distributor of the Portfolio, and other affiliated funds (collectively, the “Funds’) and a number of its then affiliates, including SBFM and Salomon Brothers Asset Management Inc. (“SBAM”), which were then investment adviser or manager to certain of the Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant Funds”) and Board members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the
30 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
cause of action under Section 36(b] of the 1940 Act, which the court granted plaintiffs leave to replead as a derivative claim.
On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against CAM, SBAM and SBFM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended Complaint Defendants”). The Portfolio 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. The appeal was fully briefed and oral argument before the U.S. Court of Appeals for the Second Circuit took place on March 5, 2009. The parties currently are awaiting a decision from the U.S. Court of Appeals for the Second Circuit.
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.
* * *
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM, (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC as described in Note 6. 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 was filed with the U.S. Court of Appeals for the Second Circuit. After full briefing, oral argument before the U.S. Court of Appeals for the Second Circuit took place on March 4, 2009. The parties currently are awaiting a decision from the U.S. Court of Appeals for the Second Circuit.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 31
Notes to financial statements (unaudited) continued
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 advisor 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
32 Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report
July 31, 2007. Mr. Halebian filed an appeal in the U.S. Court of Appeals for the Second Circuit. The appeal was fully briefed and oral argument before the U.S. Court of Appeals for the Second Circuit took place on February 5, 2009. The parties currently are awaiting a decision from the U.S. Court of Appeals for the Second Circuit.
| |
9. | Recent accounting pronouncements |
In March 2008, the Financial Accounting Standards Board (“FASB”) issued the Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about the Portfolio’s derivative and hedging activities, including how such activities are accounted for and their effect on the Portfolio’s financial position, performance and cash flows. Management is currently evaluating the impact the adoption of FAS 161 will have on the Portfolio’s financial statements and related disclosures.
* * *
In April 2009, FASB issued FASB Staff Position No, 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”) FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157, when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. Management is currently evaluating the impact the adoption of FSP 157-4 will have on the Portfolio’s financial statement disclosures.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 2009 Semi-Annual Report 33
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 10-11, 2008, the Board, including the Trustees who are not considered to be “interested persons” of the Trust (the “Independent Trustees”) 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 Adjustable Rate Income 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. In addition, the Independent Trustees submitted questions to management before the Meeting and considered the responses provided by management during the Meeting. The Board received and considered a variety of information about the Manager and the Subadviser, as well as the management and sub-advisory 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 all 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 Trustees were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Trustees 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 Trustees 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 Trustees, 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 to approve the Management Agreement and the
34 Legg Mason Partners Variable Adjustable Rate Income Portfolio
Sub-Advisory Agreement, and each Trustee may have 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 year. 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 Trustees 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 continued to expand as a result of regulatory, market and other developments, including maintaining and monitoring their own and the Fund’s expanded compliance programs. The Board also noted that on a regular basis it received and reviewed information 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, based on its knowledge of the Manager and its affiliates, the financial resources of Legg Mason, Inc., 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 and organizational changes. 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.
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,
Legg Mason Partners Variable Adjustable Rate Income Portfolio 35
Board approval of management and subadvisory agreements (unaudited) continued
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 and against the Fund’s peers. In addition, the Board considered the Fund’s performance in light of overall financial market conditions.
The information comparing the Fund’s performance to that of its Performance Universe, consisting of all funds classified by Lipper as short-intermediate investment-grade debt funds underlying variable insurance products, showed, among other data, that the Fund’s performance for the 1- and 3-year periods ended June 30, 2008 was below the median. The Board noted the explanations from the Manager concerning the underperformance versus the peer group.
Based on its review, which included careful consideration of all of the factors noted above, the Board concluded that it will continue to evaluate the Fund’s performance and any actions taken by the Manager to continue to improve performance.
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 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.
In addition, the Board received and considered information comparing the Contractual Management Fee and the Actual Management Fee and the Fund’s total actual 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 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 the scope of services provided to the Fund and to these other clients, noting that the Fund is provided with administrative services (including services related to the
36 Legg Mason Partners Variable Adjustable Rate Income Portfolio
preparation and maintenance of the Fund’s registration statement and shareholder reports, as well as calculation of the Fund’s net asset value on a daily basis), 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 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.
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 of funds (including the Fund) classified either as short-intermediate investment-grade debt funds underlying variable insurance products or as intermediate investment-grade debt funds underlying variable insurance products and chosen by Lipper to be comparable to the Fund, showed that the Fund’s Contractual Management Fee was at the median and Actual Management Fee (which reflects a fee waiver) was below the median. The Board noted that the Fund’s actual total expense ratio was above the median. The Board took into account management’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.
Manager profitability
The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason Partners fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been reviewed by an outside consultant the year before. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund and the type of fund it represented.
Legg Mason Partners Variable Adjustable Rate Income Portfolio 37
Board approval of management and subadvisory agreements (unaudited) continued
Economies of scale
The Board received and discussed information concerning whether the Manager realizes economies of scale as the Fund’s assets grow. The Board noted that the Fund’s Contractual Management Fee was within the range of the average of management fees paid by the other funds in the Expense Group at all asset levels and that the Actual Management Fee was below the median of the Expense Group. The Board also considered the fee waivers by the Manager and the fact that the Manager pays the subadvisory fee out of the Management Fee.
The Board determined that the management fee structure for the Fund was reasonable.
Other benefits to the manager and the subadviser
The Board considered other benefits received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders.
In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadviser to the Fund, the Board considered that the ancillary benefits that the Manager and its affiliates received were reasonable.
* * *
In light of all of the foregoing, the Board determined that the continuation of each of the Management Agreement and Sub-Advisory Agreement would be in the best interests of the Fund’s shareholders and approved the continuation of such agreements for another year.
38 Legg Mason Partners Variable Adjustable Rate Income Portfolio
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Legg Mason Partners
Variable Adjustable Rate Income 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 Investor Services, LLC
Custodian
State Street Bank and Trust
Company
Transfer agent*
Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
Independent registered public
accounting firm
KPMG LLP
345 Park Avenue
New York, New York 10154
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* | Prior to April 4, 2009, PNC Global Investment Servicing was the Portfolio’s transfer agent. |
Legg Mason Partners Variable Adjustable Rate Income Portfolio
The Portfolio is a separate investment series of Legg Mason Partners Variable Income Trust, a Maryland business trust.
LEGG MASON PARTNERS VARIABLE ADJUSTABLE RATE INCOME PORTFOLIO
Legg Mason Funds
55 Water Street
New York, New York 10041
The Portfolio files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Portfolio’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Portfolio’s Forms
N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Portfolio, shareholders can call Funds Investor Services at 1-800-822-5544 or Institutional Shareholder Services at 1-888-425-6432.
Information on how the Portfolio voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Portfolio uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling Funds Investor Services at 1-800-822-5544 or Institutional Shareholder Services at 1-888-425-6432, (2) on the Portfolio’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of Legg Mason Partners Variable Adjustable Rate Income Portfolio. This report is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a current prospectus.
Investors should consider the Portfolio’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other information about the Portfolio. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
©2009 Legg Mason Investor Services, LLC
Member FINRA, SIPC
| | |
BUILT TO WINSM | | |
At Legg Mason, we’ve assembled a collection of experienced investment management firms and empowered each of them with the tools, the resources and, most importantly, the independence to pursue the strategies they know best.
• Each was purposefully chosen for their commitment to investment excellence.
• Each is focused on specific investment styles and asset classes.
• Each exhibits thought leadership in their chosen area of focus.
Together, we’ve built a powerful portfolio of solutions for financial advisors and their clients. And it has made us a world leader in money management.*
| | | |
| * | Ranked ninth-largest money manager in the world, according to Pensions & Investments, May 26, 2008, based on 12/31/07 worldwide assets under management.* | |
www.leggmason.com/individualinvestors
©2009 Legg Mason Investor Services, LLC Member FINRA, SIPC
FD04230 6/09 SR09-820
NOT PART OF THE SEMI-ANNUAL REPORT
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 11. CONTROLS AND PROCEDURES.
| (a) | | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
|
| (b) | | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 12. EXHIBITS.
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Legg Mason Partners Variable Income Trust
| | |
By: | | /s/ R. Jay Gerken |
| | |
| | R. Jay Gerken |
| | Chief Executive Officer of |
| | Legg Mason Partners Variable Income Trust |
Date: June 24, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ R. Jay Gerken |
| | |
| | R. Jay Gerken |
| | Chief Executive Officer of |
| | Legg Mason Partners Variable Income Trust |
Date: June 24, 2009
| | |
By: | | /s/ Frances M. Guggino |
| | |
| | Frances M. Guggino |
| | Chief Financial Officer of |
| | Legg Mason Partners Variable Income Trust |
Date: June 24, 2009