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 Money Market
Portfolio
Managed by WESTERN ASSET
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Portfolio objective
The Portfolio seeks to maximize current income consistent with preservation of capital.
What’s inside
| | |
| | |
Letter from the chairman | | I |
| | |
Portfolio at a glance | | 1 |
| | |
Portfolio expenses | | 2 |
| | |
Schedule of investments | | 4 |
| | |
Statement of assets and liabilities | | 8 |
| | |
Statement of operations | | 9 |
| | |
Statements of changes in net assets | | 10 |
| | |
Financial highlights | | 11 |
| | |
Notes to financial statements | | 12 |
| | |
Board approval of management and subadvisory agreements | | 22 |
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 federal funds rateiv from 5.25% in August 2007 to 2.00% in April 2008, the Fed
Legg Mason Partners Variable Money Market Portfolio
I
Letter from the chairman continued
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:
| |
• | 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. |
• | Increase its purchases of agency debt this year by up to $100 billion to a total of up to $200 billion. |
• | 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.
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
II
Legg Mason Partners Variable Money Market Portfolio
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%.
During the reporting period, the yields available from money market instruments fluctuated and ultimately moved lower. The current market challenges have not affected the Portfolio’s $1.00 share price. Additionally, we believe that the current situation should not affect the Portfolio’s $1.00 share price, going forward. Over time, we also believe that the Portfolio’s returns should remain competitive.
Performance review
As of April 30, 2009, the seven-day current yield for Legg Mason Partners Variable Money Market Portfolio1 was 0.17%, and its seven-day effective yield, which reflects compounding, was 0.17%.2
LEGG MASON PARTNERS VARIABLE MONEY MARKET PORTFOLIO1 Yields as of April 30, 2009
(unaudited)
| | | | |
Seven-day current yield2 | | | 0.17% | |
| | | | |
Seven-day effective yield2 | | | 0.17% | |
| | | | |
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. Yields will fluctuate.
An investment in the Portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Although the Portfolio seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Portfolio.
1 The Portfolio is an underlying investment option of various variable annuity and variable life insurance products. The Portfolio’s yields do not reflect charges and expenses imposed in connection with investing in variable annuity or variable life insurance contracts, such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the yields of the Portfolio. Past performance is no guarantee of future results.
2 The seven-day current yield reflects the amount of income generated by the investment during that seven-day period and assumes that the income is generated each week over a 365-day period. The yield is shown as a percentage of the investment. The seven-day effective yield is calculated similarly to the seven-day current yield but, when annualized, the income earned by an investment in the Portfolio is assumed to be reinvested. The effective yield typically will be slightly higher than the current yield because of the compounding effect of the assumed reinvestment.
Legg Mason Partners Variable Money Market Portfolio
III
Letter from the chairman continued
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. 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.
The Portfolio has elected to participate in the U.S. Treasury Department’s Temporary Guarantee Program (the “Guarantee Program”) for money market funds. Only shareholders who held shares in the Portfolio as of September 19, 2008 are eligible to participate in the guarantee. Those shareholders may purchase or redeem shares in their account during the period covered by the Guarantee Program. However, the number of shares covered by the guarantee cannot exceed the number of shares held by the shareholder at the close of business on September 19, 2008.
If the number of shares held fluctuates over the period, the shareholder will be covered for either the number of shares held as of the close of business on September 19, 2008, or the then-current amount, whichever is less. For those eligible shareholders, any increase in the number of shares held in the Portfolio after September 19, 2008 will not be guaranteed. If a shareholder closes his/her account with a fund or broker-dealer, any future investment in the Portfolio will not be guaranteed. The initial term of the Guarantee Program terminated on December 18, 2008, but was extended by the Treasury Department until April 30, 2009. The Treasury Department has further extended the Guarantee Program through September 18, 2009. The Portfolio has elected to participate in these extensions. Legg Mason believes this program will provide support to our shareholders as we manage through this market environment.
We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our enhanced website,
IV
Legg Mason Partners Variable Money Market Portfolio
www.leggmason.com/individualinvestors. Here you can gain immediate access to many special features to help guide you through difficult times, including:
| |
• | Market insights and commentaries from our portfolio managers and |
• | 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.
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
Legg Mason Partners Variable Money Market Portfolio
V
Letter from the chairman continued
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: An investment in a money market fund is neither insured nor guaranteed by the FDIC or any other government agency. Although the Portfolio seeks to preserve the value of your investment at one dollar per share, it is possible to lose money by investing in the Portfolio. Investments in structured securities (such as those issued by Structured Investment Vehicles, or SIVs) which are collateralized by residential real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value of these investments resulting in a lack of correlation between their credit ratings and values. Please see the Portfolio’s prospectus for more information on these and other risks.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
| | |
i | | Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time. |
|
ii | | The 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. |
|
iii | | The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
|
iv | | The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day. |
VI
Legg Mason Partners Variable Money Market Portfolio
Portfolio at a glance (unaudited)
| |
| INVESTMENT BREAKDOWN (%) As a percent of total investments |
Legg Mason Partners Variable Money Market 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; 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”.
| |
| BASED ON ACTUAL TOTAL RETURN1 |
| | | | | | | | | | | | | | | | |
| | BEGINNING
| | ENDING
| | ANNUALIZED
| | EXPENSES
|
ACTUAL TOTAL
| | ACCOUNT
| | ACCOUNT
| | EXPENSE
| | PAID DURING
|
RETURN2 | | VALUE | | VALUE | | RATIO† | | THE PERIOD3 |
| 0.49% | | | $ | 1,000.00 | | | $1,004.90 | | | 0.53% | | | $ | 2.63 | |
| | | | | | | | | | | | | | | | |
| | |
1 | | For the six months ended April 30, 2009. |
|
2 | | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total return. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
|
3 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
|
† | | The Treasury Guarantee Program fees incurred by the Portfolio are included in the expense ratio. These fees are not covered by any expense cap currently in effect. |
2
Legg Mason Partners Variable Money Market 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.
| |
| BASED ON HYPOTHETICAL TOTAL RETURN1 |
| | | | | | | | | | | | | | | | | | |
HYPOTHETICAL
| | BEGINNING
| | ENDING
| | ANNUALIZED
| | EXPENSES
|
ANNUALIZED
| | ACCOUNT
| | ACCOUNT
| | EXPENSE
| | PAID DURING
|
TOTAL RETURN | | VALUE | | VALUE | | RATIO† | | THE PERIOD2 |
| 5.00% | | | $ | 1,000.00 | | | $ | 1,022.17 | | | | 0.53% | | | $ | 2.66 | |
| | | | | | | | | | | | | | | | | | |
| | |
1 | | For the six months ended April 30, 2009. |
|
2 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
|
† | | The Treasury Guarantee Program fees incurred by the Portfolio are included in the expense ratio. These fees are not covered by any expense cap currently in effect. |
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
3
Schedule of investments (unaudited)
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE MONEY MARKET PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
|
SHORT-TERM INVESTMENTS — 102.3% |
| | | | | | | | |
| | | | Certificates of Deposit — 29.8% | | | | |
| | | | Bank of Montreal: | | | | |
| | | | | | | | |
$ | 10,000,000 | | | 0.300% due 5/21/09 | | $ | 10,000,000 | |
| | | | | | | | |
| 3,000,000 | | | 2.525% due 6/10/09 | | | 3,000,000 | |
| | | | | | | | |
| | | | Bank of Nova Scotia: | | | | |
| | | | | | | | |
| 5,000,000 | | | 2.400% due 5/11/09 | | | 5,000,000 | |
| | | | | | | | |
| 5,000,000 | | | 0.500% due 5/26/09 | | | 5,000,000 | |
| | | | | | | | |
| 6,000,000 | | | 0.710% due 6/16/09 | | | 6,000,000 | |
| | | | | | | | |
| | | | Barclays Bank PLC: | | | | |
| | | | | | | | |
| 3,000,000 | | | 2.310% due 5/4/09 | | | 3,000,000 | |
| | | | | | | | |
| 2,000,000 | | | 1.440% due 7/14/09 | | | 2,000,000 | |
| | | | | | | | |
| | | | BNP Paribas NY Branch: | | | | |
| | | | | | | | |
| 5,000,000 | | | 1.120% due 7/20/09 | | | 5,000,000 | |
| | | | | | | | |
| 9,500,000 | | | 1.100% due 10/19/09 | | | 9,500,000 | |
| | | | | | | | |
| | | | Canadian Imperial Bank: | | | | |
| | | | | | | | |
| 15,000,000 | | | 1.000% due 7/21/09 | | | 15,000,000 | |
| | | | | | | | |
| 5,000,000 | | | 1.000% due 8/3/09 | | | 5,000,000 | |
| | | | | | | | |
| | | | Deutsche Bank AG NY: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.690% due 6/19/09 | | | 10,000,136 | |
| | | | | | | | |
| 5,000,000 | | | 0.620% due 7/15/09 | | | 5,000,000 | |
| | | | | | | | |
| 5,000,000 | | | 0.600% due 7/22/09 | | | 5,000,000 | |
| | | | | | | | |
| 2,000,000 | | | Nordea Bank Finland NY, 2.510% due 6/5/09 | | | 2,000,019 | |
| | | | | | | | |
| | | | Rabobank Nederland NY: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.750% due 6/11/09 | | | 10,000,000 | |
| | | | | | | | |
| 5,000,000 | | | 1.010% due 9/4/09 | | | 5,000,347 | |
| | | | | | | | |
| | | | Royal Bank of Canada: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.500% due 7/1/09 | | | 10,000,000 | |
| | | | | | | | |
| 5,000,000 | | | 1.000% due 9/9/09 | | | 5,000,000 | |
| | | | | | | | |
| | | | Societe Generale NY: | | | | |
| | | | | | | | |
| 11,500,000 | | | 0.550% due 6/15/09 | | | 11,500,000 | |
| | | | | | | | |
| 5,000,000 | | | 1.370% due 7/8/09 | | | 5,000,000 | |
| | | | | | | | |
| | | | Svenska Handelsbanken AB: | | | | |
| | | | | | | | |
| 5,000,000 | | | 0.500% due 5/29/09 | | | 5,000,000 | |
| | | | | | | | |
| 5,000,000 | | | 0.520% due 5/29/09 | | | 5,000,039 | |
| | | | | | | | |
| 10,000,000 | | | 0.950% due 6/4/09 | | | 10,000,000 | |
| | | | | | | | |
See Notes to Financial Statements.
4
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE MONEY MARKET PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Certificates of Deposit — 29.8% continued | | | | |
| | | | | | | | |
| | | | Toronto Dominion Bank NY: | | | | |
| | | | | | | | |
$ | 5,000,000 | | | 2.700% due 5/7/09 | | $ | 5,000,000 | |
| | | | | | | | |
| 10,000,000 | | | 1.150% due 8/14/09 | | | 10,004,306 | |
| | | | | | | | |
| 10,000,000 | | | US Bank N.A., 0.780% due 5/28/09 | | | 10,000,000 | |
| | | | | | | | |
| | | | Westpac Banking Corp.: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.760% due 7/13/09 | | | 10,000,202 | |
| | | | | | | | |
| 10,000,000 | | | 1.030% due 9/10/09 | | | 9,999,262 | |
| | | | | | | | |
| | | | Total Certificates of Deposit | | | 202,004,311 | |
| | | | | | | | |
| | | | Certificate of Deposit (Euro) — 1.5% | | | | |
| 10,000,000 | | | Credit Agricole Indosuez, 1.130% due 7/20/09 | | | 10,000,000 | |
| | | | | | | | |
| | | | Commercial Paper — 30.0% | | | | |
| | | | ANZ National International Ltd.: | | | | |
| | | | | | | | |
| 5,000,000 | | | 0.782% due 8/10/09(a)(d) | | | 4,989,058 | |
| | | | | | | | |
| 5,000,000 | | | 1.646% due 8/28/09(b)(d) | | | 5,001,985 | |
| | | | | | | | |
| | | | Australia & New Zealand Banking Group: | | | | |
| | | | | | | | |
| 3,000,000 | | | 0.701% due 6/8/09(a)(d) | | | 2,997,783 | |
| | | | | | | | |
| 5,000,000 | | | 0.601% due 7/31/09(a)(d) | | | 4,992,417 | |
| | | | | | | | |
| 15,000,000 | | | Banco Bilbao Vizcaya, 0.850% due 8/17/09(a)(d) | | | 14,961,840 | |
| | | | | | | | |
| 5,000,000 | | | Bank of Nova Scotia, 0.771% due 5/11/09(a) | | | 4,998,930 | |
| | | | | | | | |
| | | | Bankamerica Corp.: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.370% due 5/4/09(a)(d) | | | 9,999,692 | |
| | | | | | | | |
| 5,000,000 | | | 0.360% due 5/18/09(a)(d) | | | 4,999,150 | |
| | | | | | | | |
| | | | BNZ International Funding Ltd.: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.963% due 8/3/09(a) | | | 9,974,933 | |
| | | | | | | | |
| 5,000,000 | | | 1.003% due 8/14/09(a) | | | 4,985,417 | |
| | | | | | | | |
| 7,000,000 | | | Caisse D’amortissement, 0.400% due 7/27/09(a) | | | 6,993,233 | |
| | | | | | | | |
| | | | CBA (Delaware) Finance Inc.: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.802% due 6/12/09(a) | | | 9,990,667 | |
| | | | | | | | |
| 10,000,000 | | | 0.751% due 6/15/09(a) | | | 9,990,625 | |
| | | | | | | | |
| | | | Danske Corp.: | | | | |
| | | | | | | | |
| 5,000,000 | | | 1.002% due 5/26/09(a)(d) | | | 4,996,528 | |
| | | | | | | | |
| 3,000,000 | | | 2.532% due 6/4/09(a)(d) | | | 2,992,917 | |
| | | | | | | | |
| 10,000,000 | | | Dresdner U.S. Finance, 1.304% due 5/29/09(a) | | | 9,989,889 | |
| | | | | | | | |
| 15,000,000 | | | General Electric Capital Corp., 0.200% due 5/1/09(a) | | | 15,000,000 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
5
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE MONEY MARKET PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Commercial Paper — 30.0% continued | | | | |
| | | | | | | | |
| | | | JPMorgan Chase Funding Inc.: | | | | |
| | | | | | | | |
$ | 15,000,000 | | | 0.300% due 5/21/09(a)(d) | | $ | 14,997,500 | |
| | | | | | | | |
| 3,000,000 | | | 0.350% due 6/1/09(a)(d) | | | 2,999,096 | |
| | | | | | | | |
| 10,000,000 | | | KBC Financial Products International Ltd., 0.220% due 5/1/09(a)(d) | | | 10,000,000 | |
| | | | | | | | |
| 8,000,000 | | | Societe Generale N.A., 0.200% due 5/1/09(a) | | | 8,000,000 | |
| | | | | | | | |
| 10,000,000 | | | State Street Boston, 0.330% due 5/26/09(a) | | | 9,997,708 | |
| | | | | | | | |
| | | | Swedish Export Credit: | | | | |
| | | | | | | | |
| 5,000,000 | | | 1.004% due 7/6/09(a) | | | 4,990,833 | |
| | | | | | | | |
| 5,000,000 | | | 1.004% due 7/31/09(a) | | | 4,987,361 | |
| | | | | | | | |
| 20,000,000 | | | Toyota Motor Credit Corp., 0.190% due 5/1/09(a) | | | 20,000,000 | |
| | | | | | | | |
| | | | Total Commercial Paper | | | 203,827,562 | |
| | | | FDIC Backed Commercial Paper — 2.2% | | | | |
| 10,000,000 | | | Citigroup Funding Inc., 0.270% due 6/4/09(a) | | | 9,997,450 | |
| | | | | | | | |
| 5,000,000 | | | General Electric Capital Corp., 0.753% due 8/3/09(a) | | | 4,990,208 | |
| | | | | | | | |
| | | | Total FDIC Backed Commercial Paper | | | 14,987,658 | |
| | | | | | | | |
| | | | Supranationals/Sovereigns — 1.5% | | | | |
| 5,000,000 | | | Denmark (Kingdom of), 0.471% due 5/4/09(a) | | | 4,999,804 | |
| | | | | | | | |
| 5,000,000 | | | Inter-American Development Bank, Discount Notes, 0.451% due 9/17/09(a) | | | 4,991,313 | |
| | | | | | | | |
| | | | Total Supranationals/Sovereigns | | | 9,991,117 | |
| | | | | | | | |
| | | | Time Deposits — 6.8% | | | | |
| 6,358,000 | | | BNP Paribas Grand Cayman, 0.200% due 5/1/09 | | | 6,358,000 | |
| | | | | | | | |
| 15,000,000 | | | Calyon Grand Cayman, 0.220% due 5/1/09 | | | 15,000,000 | |
| | | | | | | | |
| 10,000,000 | | | Citibank U.S., 0.200% due 5/1/09 | | | 10,000,000 | |
| | | | | | | | |
| 15,000,000 | | | Commerzbank Grand Cayman, 0.210% due 5/1/09 | | | 15,000,000 | |
| | | | | | | | |
| | | | Total Time Deposits | | | 46,358,000 | |
| | | | | | | | |
| | | | U.S. Government Agencies — 10.0% | | | | |
| | | | Federal Farm Credit Bank (FFCB), Discount Notes: | | | | |
| | | | | | | | |
| 13,000,000 | | | 0.531% due 8/27/09(a) | | | 12,977,416 | |
| | | | | | | | |
| 10,000,000 | | | 0.733% due 10/5/09(a) | | | 9,968,164 | |
| | | | | | | | |
| 5,000,000 | | | Federal Home Loan Bank (FHLB), Discount Notes, 1.511% due 5/12/09(a) | | | 4,997,708 | |
| | | | | | | | |
| | | | Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes: | | | | |
| | | | | | | | |
| 4,570,000 | | | 1.206% due 5/11/09(a)(c) | | | 4,568,477 | |
| | | | | | | | |
| 10,000,000 | | | 2.022% due 5/18/09(a)(c) | | | 9,990,555 | |
| | | | | | | | |
| 5,000,000 | | | 0.270% due 7/30/09(a)(c) | | | 4,996,625 | |
| | | | | | | | |
See Notes to Financial Statements.
6
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE MONEY MARKET PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | U.S. Government Agencies — 10.0% continued | | | | |
| | | | | | | | |
| | | | Federal National Mortgage Association (FNMA), Discount Notes: | | | | |
| | | | | | | | |
$ | 10,000,000 | | | 1.206% due 5/11/09(a)(c) | | $ | 9,996,667 | |
| | | | | | | | |
| 10,000,000 | | | 0.531% due 7/27/09(a)(c) | | | 9,987,192 | |
| | | | | | | | |
| | | | Total U.S. Government Agencies | | | 67,482,804 | |
| | | | | | | | |
| | | | U.S. Treasury Bills — 19.0% | | | | |
| | | | U.S. Treasury Bills: | | | | |
| | | | | | | | |
| 10,000,000 | | | 0.180% due 5/7/09(a) | | | 9,999,700 | |
| | | | | | | | |
| 30,000,000 | | | 0.220% – 0.230% due 5/28/09(a) | | | 29,994,938 | |
| | | | | | | | |
| 15,000,000 | | | 0.190% due 6/4/09(a) | | | 14,997,308 | |
| | | | | | | | |
| 30,000,000 | | | 0.200% – 0.220% due 6/11/09(a) | | | 29,992,939 | |
| | | | | | | | |
| 10,000,000 | | | 1.342% due 7/2/09(a) | | | 9,977,094 | |
| | | | | | | | |
| 14,000,000 | | | 0.140% due 7/16/09(a) | | | 13,996,189 | |
| | | | | | | | |
| 10,000,000 | | | 0.496% due 8/27/09(a) | | | 9,983,775 | |
| | | | | | | | |
| 5,000,000 | | | 0.648% due 11/19/09(a) | | | 4,981,904 | |
| | | | | | | | |
| 5,000,000 | | | 0.709% due 12/17/09(a) | | | 4,977,479 | |
| | | | | | | | |
| | | | Total U.S. Treasury Bills | | | 128,901,326 | |
| | | | | | | | |
| | | | U.S. Treasury Notes — 1.5% | | | | |
| 10,000,000 | | | U.S. Treasury Notes, 4.875% due 6/30/09 | | | 10,076,118 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS — 102.3% (Cost — $693,628,896#) | | | 693,628,896 | |
| | | | | | | | |
| | | | Liabilities in Excess of Other Assets — (2.3)% | | | (15,289,697 | ) |
| | | | | | | | |
| | | | TOTAL NET ASSETS — 100.0% | | $ | 678,339,199 | |
| | | | | | | | |
| | |
(a) | | Rate shown represents yield-to-maturity. |
|
(b) | | Variable rate security. Interest rate disclosed is that which is in effect at April 30, 2009. |
|
(c) | | On September 7, 2008, the Federal Housing Finance Agency placed Fannie Mae and Freddie Mac into conservatorship. |
|
(d) | | 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 liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted. |
|
# | | Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
7
Statement of assets and liabilities (unaudited)
April 30, 2009
| | | | |
ASSETS: | | | | |
| | | | |
Investments, at value | | $ | 693,628,896 | |
| | | | |
Cash | | | 481 | |
| | | | |
Interest receivable | | | 609,169 | |
| | | | |
Prepaid Treasury Guarantee Program fees (Note 8) | | | 95,637 | |
| | | | |
Receivable for Portfolio shares sold | | | 32,087 | |
| | | | |
Prepaid expenses | | | 3,209 | |
| | | | |
Total Assets | | | 694,369,479 | |
| | | | |
LIABILITIES: | | | | |
| | | | |
Payable for securities purchased | | | 13,996,189 | |
| | | | |
Payable for Portfolio shares repurchased | | | 1,624,739 | |
| | | | |
Investment management fee payable | | | 255,667 | |
| | | | |
Trustees’ fees payable | | | 7,053 | |
| | | | |
Accrued expenses | | | 146,632 | |
| | | | |
Total Liabilities | | | 16,030,280 | |
| | | | |
TOTAL NET ASSETS | | $ | 678,339,199 | |
| | | | |
NET ASSETS: | | | | |
| | | | |
Par value (Note 3) | | $ | 6,783 | |
| | | | |
Paid-in capital in excess of par value | | | 678,252,261 | |
| | | | |
Undistributed net investment income | | | 54,726 | |
| | | | |
Accumulated net realized gain on investments | | | 25,429 | |
| | | | |
TOTAL NET ASSETS | | $ | 678,339,199 | |
| | | | |
Shares Outstanding | | | 678,259,048 | |
| | | | |
Net Asset Value | | | $1.00 | |
| | | | |
See Notes to Financial Statements.
8
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
Statement of operations (unaudited)
For the Six Months Ended April 30, 2009
| | | | |
INVESTMENT INCOME: | | | | |
| | | | |
Interest | | $ | 5,216,288 | |
| | | | |
EXPENSES: | | | | |
| | | | |
Investment management fee (Note 2) | | | 1,554,212 | |
| | | | |
Treasury Guarantee Program fees (Note 8) | | | 126,329 | |
| | | | |
Shareholder reports | | | 73,177 | |
| | | | |
Legal fees | | | 29,230 | |
| | | | |
Audit and tax | | | 15,166 | |
| | | | |
Insurance | | | 5,170 | |
| | | | |
Trustees’ fees | | | 4,723 | |
| | | | |
Custody fees | | | 3,825 | |
| | | | |
Transfer agent fees | | | 103 | |
| | | | |
Miscellaneous expenses | | | 2,180 | |
| | | | |
Total Expenses | | | 1,814,115 | |
| | | | |
NET INVESTMENT INCOME | | | 3,402,173 | |
| | | | |
NET REALIZED GAIN ON INVESTMENTS | | | 25,429 | |
| | | | |
INCREASE IN NET ASSETS FROM OPERATIONS | | $ | 3,427,602 | |
| | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
9
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 | | $ | 3,402,173 | | | $ | 16,824,055 | |
| | | | | | | | |
Net realized gain | | | 25,429 | | | | 55,031 | |
| | | | | | | | |
Increase in Net Assets From Operations | | | 3,427,602 | | | | 16,879,086 | |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | | | | |
| | | | | | | | |
Net investment income | | | (3,347,447 | ) | | | (16,824,055 | ) |
| | | | | | | | |
Net realized gains | | | (54,726 | ) | | | — | |
| | | | | | | | |
Decrease in Net Assets From Distributions to Shareholders | | | (3,402,173 | ) | | | (16,824,055 | ) |
| | | | | | | | |
PORTFOLIO SHARE TRANSACTIONS (NOTE 3): | | | | | | | | |
| | | | | | | | |
Net proceeds from sale of shares | | | 94,061,718 | | | | 365,855,671 | |
| | | | | | | | |
Reinvestment of distributions | | | 3,411,216 | | | | 16,815,750 | |
| | | | | | | | |
Cost of shares repurchased | | | (99,789,933 | ) | | | (208,888,213 | ) |
| | | | | | | | |
Increase (Decrease) in Net Assets From Portfolio Share Transactions | | | (2,316,999 | ) | | | 173,783,208 | |
| | | | | | | | |
INCREASE (DECREASE) IN NET ASSETS | | | (2,291,570 | ) | | | 173,838,239 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
| | | | | | | | |
Beginning of period | | | 680,630,769 | | | | 506,792,530 | |
| | | | | | | | |
End of period* | | $ | 678,339,199 | | | $ | 680,630,769 | |
| | | | | | | | |
* Includes undistributed net investment income of: | | | $54,726 | | | | — | |
| | | | | | | | |
See Notes to Financial Statements.
10
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
Financial highlights
| |
| FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR ENDED OCTOBER 31, UNLESS OTHERWISE NOTED: |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 20091 | | | 2008 | | | 20072 | | | 20062 | | | 20052 | | | 20042,3 | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.005 | | | | 0.031 | | | | 0.049 | | | | 0.043 | | | | 0.024 | | | | 0.007 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gain (loss)4 | | | 0.000 | | | | 0.000 | | | | 0.000 | | | | (0.000 | ) | | | (0.000 | ) | | | 0.000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Income from operations | | | 0.005 | | | | 0.031 | | | | 0.049 | | | | 0.043 | | | | 0.024 | | | | 0.007 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.005 | ) | | | (0.031 | ) | | | (0.049 | ) | | | (0.043 | ) | | | (0.024 | ) | | | (0.007 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gains | | | (0.000 | )4 | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.005 | ) | | | (0.031 | ) | | | (0.049 | ) | | | (0.043 | ) | | | (0.024 | ) | | | (0.007 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total return5 | | | 0.49 | % | | | 3.10 | % | | | 4.97 | % | | | 4.41 | % | | | 2.44 | % | | | 0.71 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSETS, END OF PERIOD (MILLIONS) | | | $678 | | | | $681 | | | | $507 | | | | $483 | | | | $481 | | | | $511 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.53 | %6,7 | | | 0.52 | %7 | | | 0.50 | %8 | | | 0.50 | % | | | 0.52 | % | | | 0.53 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net expenses9 | | | 0.53 | 6,7 | | | 0.52 | 7 | | | 0.50 | 8,10 | | | 0.49 | 10 | | | 0.52 | 10 | | | 0.53 | 10 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.99 | 6 | | | 3.01 | | | | 4.86 | | | | 4.33 | | | | 2.41 | | | | 0.71 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
1 | | For the six months ended April 30, 2009 (unaudited). |
|
2 | | Represents a share of capital stock outstanding prior to April 30, 2007. |
|
3 | | Per share amounts have been calculated using the average shares method. |
|
4 | | Amount represents less than $0.0005 per share. |
|
5 | | 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. |
|
6 | | Annualized. |
|
7 | | Included in the expense ratios is the Treasury Guarantee Program fees incurred by the Portfolio during the period. Without these fees, the gross and net expense ratios would have been 0.49% for the period ended April 30, 2009, and would not have changed for the year ended October 31, 2008. |
|
8 | | 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 both have been 0.49%. |
|
9 | | As a result of a voluntary expense limitation, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets of the Portfolio will not exceed 1.25%. |
|
10 | | Reflects fee waivers and/or expense reimbursements. |
See Notes to Financial Statements.
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
11
Notes to financial statements (unaudited)
| |
1. | Organization and significant accounting policies |
Legg Mason Partners Variable Money Market Portfolio (the “Portfolio”) is a separate investment series of Legg Mason Partners Variable Income Trust (the “Trust”). The Trust, a Maryland business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
Shares of the 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. Money market instruments are valued at amortized cost, in accordance with Rule 2a-7 under the 1940 Act, which approximates market value. This method involves valuing portfolio securities at their cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Portfolio’s use of amortized cost is subject to its compliance with certain conditions as specified by Rule 2a-7 of the 1940 Act.
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 |
|
| • | 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.
12
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
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 | | $ | 693,628,896 | | | | — | | | $ | 693,628,896 | | | | — | |
| | | | | | | | | | | | | | | | |
(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, 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) 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. The cost of investments sold is determined by use of the specific identification method.
(d) Distributions to shareholders. Distributions from net investment income on the shares of the Portfolio are declared each business day to shareholders of record, and are paid monthly. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(e) Credit and market risk. Investments in structured securities 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.
(f) 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.
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
13
Notes to financial statements (unaudited) continued
(g) 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.
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.
(h) 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 LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of the Portfolio’s average daily net assets in accordance with the following breakpoint schedule:
| | | | |
AVERAGE DAILY NET ASSETS | | ANNUAL RATE |
First $1 billion | | | 0.450 | % |
| | | | |
Next $1 billion | | | 0.425 | |
| | | | |
Next $3 billion | | | 0.400 | |
| | | | |
Next $5 billion | | | 0.375 | |
| | | | |
Over $10 billion | | | 0.350 | |
| | | | |
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.
14
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
During the six months ended April 30, 2009, the Portfolio had a voluntary expense limitation in place of 1.25% of the Portfolio’s average daily net assets.
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 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.
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. | 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. Each share represents an identical interest and has the same rights.
Because the Portfolio has maintained a $1.00 net asset value per share from inception, the number of shares sold, shares issued in reinvestment of dividends declared, and shares repurchased, is equal to the dollar amount shown in the Statements of Changes in Net Assets for the corresponding capital share transactions.
On May 31, 2005, the U.S. Securities and Exchange Commission (the “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 thereunder (the “Advisers Act”). Specifically, the order found that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”),
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
15
Notes to financial statements (unaudited) continued
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 subtransfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also found that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed.
SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million indisgorgement 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 subtransfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds’ Boards selected a new transfer agent for the Affected Funds. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also
16
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
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 cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to repeal as a derivative claim.
On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
17
Notes to financial statements (unaudited) continued
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 Appeal 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 4. 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 judgement 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.
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
18
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
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 advisory agreements and statements made in a proxy statement regarding those voting procedures. The plaintiff alleges that the proxy statement was misleading because it failed to disclose that the voting procedures violated the 1940 Act. The relief sought includes an award of damages, rescission of the advisory agreement, and an award of costs and attorney fees.
In advance of filing the complaint, Mr. Halebian’s lawyers made written demand for relief on the Board of the Subject Trust, and the Board’s independent trustees formed a demand review committee to investigate the matters raised in the demand, and subsequently in the complaint, and recommend a course of action to the Board. The committee, after a thorough review, determined that the independent trustees did not breach their fiduciary duties as alleged by Mr. Halebian, and that the action demanded by Mr. Halebian would not be in the best interests of the Subject Trust. The Board of the Subject Trust (the trustee who is an “interested person” of the Subject Trust, within the meaning of the 1940 Act, having recused himself from the matter), after receiving and considering the committee’s report and based upon the findings of the committee, subsequently also determined and, adopting the recommendation of the committee, directed counsel to move to dismiss Mr. Halebian’s complaint. A motion to dismiss was filed on October 23, 2006. Opposition papers were filed on or about December 7, 2006. The complaint was dismissed on July 31, 2007. Mr. Halebian 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.
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
19
Notes to financial statements (unaudited) continued
| |
7. | 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.
The Portfolio has elected to participate in the U.S. Treasury Department’s Temporary Guarantee Program for money market funds (the “Guarantee Program”). Under the Guarantee Program, the U.S. Treasury guarantees the $1.00 per share value of Portfolio shares outstanding as of September 19, 2008, subject to certain terms and limitations.
Only shareholders who held shares as of September 19, 2008 are eligible to participate in the guarantee. Those shareholders may purchase and redeem shares in their account during the period covered by the Guarantee Program. However, the number of shares covered by the guarantee cannot exceed the number of shares held by the shareholder at the close of business on September 19, 2008. Thus, to the extent the overall value of a shareholder’s account increases after September 19, 2008, the amount of the increase will not be covered by the guarantee.
The guarantee will be triggered if the market-based net asset value of the Portfolio is less than $0.995, unless promptly cured (a “Guarantee Event”). If a Guarantee Event were to occur, the Portfolio would be required to liquidate. Upon liquidation and subject to the availability of funds under the Guarantee Program, eligible shareholders would be entitled to receive payments equal to
20
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
$1.00 per “covered share.” The number of “covered shares” held by a shareholder would be equal to the lesser of (1) the number of shares owned by that shareholder on September 19, 2008 or (2) the number of shares owned by that shareholder on the date upon which the Guarantee Event occurs. The coverage provided for all money market funds participating in the Guarantee Program (and, in turn, any amount available to the Portfolio and its eligible shareholders) is subject to an overall limit, currently approximately $50 billion.
The initial term of the Guarantee Program terminated on December 18, 2008, but was extended by the Treasury Department until April 30, 2009. The Treasury Department has further extended the Guarantee Program through September 18, 2009. The Portfolio has elected to participate in this extension.
In order to participate in the Guarantee Program during the initial term, the Portfolio has paid a participation fee of 0.01% of the Portfolio’s net asset value as of September 19, 2008. The fee for participation in each extension was 0.015%. These fees are not covered by any expense cap currently in effect.
Legg Mason Partners Variable Money Market Portfolio 2009 Semi-Annual Report
21
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 Money Market 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 Sub-Advisory Agreement, and each Trustee may have attributed different weight to the various factors.
22
Legg Mason Partners Variable Money Market Portfolio
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 recognized the importance of having a money fund manager with significant resources.
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, 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.
Legg Mason Partners Variable Money Market Portfolio
23
Board approval of management and
subadvisory agreements (unaudited) continued
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 money market funds underlying variable insurance products, showed, among other data, that the Fund’s performance for the
1-, 3- and 5-year periods ended June 30, 2008 was above the median.
Based on its review, which included careful consideration of all of the factors noted above, the Board concluded that the performance of the Fund was satisfactory.
Management fees and expense ratios
The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) and the actual fees paid by the Fund to the Manager (the “Actual Management Fee”) in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Subadviser. 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 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
24
Legg Mason Partners Variable Money Market Portfolio
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 as money market funds underlying variable insurance products and chosen by Lipper to be comparable to the Fund, showed that the Fund’s Contractual Management Fee and Actual Management Fee were above 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.
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.
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 Manager had previously agreed to institute breakpoints in the Fund’s Contractual Management Fee, reflecting the potential for reducing the Contractual Management Fee as the Fund grows. The Board considered whether the breakpoint fee structure was a reasonable means of sharing any economies of scale or other efficiencies that might accrue from increases in the Fund’s asset levels. The Board noted that the Fund had not reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered.
The Board determined that the management fee structure for the Fund, including breakpoints, was reasonable.
Legg Mason Partners Variable Money Market Portfolio
25
Board approval of management and
subadvisory agreements (unaudited) continued
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.
26
Legg Mason Partners Variable Money Market Portfolio
(This page intentionally left blank.)
(This page intentionally left blank.)
(This page intentionally left blank.)
Legg Mason Partners Variable
Money Market 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
| | |
* | | Prior to April 4, 2009, PNC Global Investment Servicing was the Portfolio’s transfer agent. |
Legg Mason Partners Variable Money Market Portfolio
The Portfolio is a separate investment series of Legg Mason Partners Variable Income Trust, a Maryland business trust.
LEGG MASON PARTNERS VARIABLE MONEY MARKET 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 Series 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 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 Series 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 the Legg Mason Partners Variable Money Market Portfolio. This report is not authorized for distribution to prospective investors in the Portfolio unless proceeded or accompanied by a current prospectus.
Investors should consider the Portfolio’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Portfolio. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
©2009 Legg Mason Investor Services, LLC
Member FINRA, SIPC
| | |
BUILT TO WINSM | | ![(Legg Mason Logo)](https://capedge.com/proxy/N-CSRS/0000950123-09-016634/y77405y7740505.gif) |
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
FD04225 6/09 SR09-837
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