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 High
Income Portfolio
Managed by WESTERN ASSET
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Portfolio objective
The Portfolio’s primary objective is high current income. Its secondary objective is capital
appreciation.
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 | | 20 |
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Statement of operations | | 21 |
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Statements of changes in net assets | | 22 |
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Financial highlights | | 23 |
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Notes to financial statements | | 24 |
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Board approval of management and subadvisory agreements | | 35 |
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Portfolio’s subadvisers. LMPFA, Western Asset and Western Asset Limited 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 High Income 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:
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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. |
• | 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 of financial institutions and markets. As a result, other fixed-income
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Legg Mason Partners Variable High Income Portfolio
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%.
When the reporting period began, the emerging market debt asset class was coming off one of its worst months ever, as the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vii had returned -14.89% in October 2008. However, emerging market debt prices then rallied sharply—posting positive returns during five of the six months of the reporting period. This was triggered by firming and—in some cases—rising commodity prices, optimism that the worst of the global recession was over and increased investor risk appetite. Over the six months ended April 30, 2009, the EMBI Global returned 20.31%.
Legg Mason Partners Variable High Income Portfolio
III
Letter from the chairman continued
Performance review
For the six months ended April 30, 2009, Legg Mason Partners Variable High Income Portfolio1 returned 9.46%. The Portfolio’s unmanaged benchmark, the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Indexviii, returned 16.39% for the same period. The Lipper Variable High Current Yield Funds Category Average2 returned 6.84% over the same time frame.
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| PERFORMANCE SNAPSHOT as of April 30, 2009 (unaudited) |
| | | | |
| | 6 MONTHS
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| | (not annualized) |
Variable High Income Portfolio1 | | | 9.46% | |
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Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index | | | 16.39% | |
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Lipper Variable High Current Yield Funds Category Average2 | | | 6.84% | |
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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.
The 30-Day SEC Yield for the period ended April 30, 2009 was 16.82%. 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 0.71%.
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 115 funds in the Portfolio’s Lipper category.
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Legg Mason Partners Variable High Income Portfolio
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.
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 |
• | 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.
Legg Mason Partners Variable High Income Portfolio
V
Letter from the chairman continued
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
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: Keep in mind, high-yield bonds are rated below investment grade and carry more risk than higher-rated securities. Also, the Portfolio is subject to fluctuations in share price as interest rates rise and fall and is subject to certain risks of overseas investing, including currency fluctuations, differing securities regulations and periods of illiquidity, which could result in significant market fluctuations. These risks are magnified in emerging markets. As interest rates rise, bond prices fall, reducing the value of the Portfolio’s share price. 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 JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments. |
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viii | | The Barclays Capital (formerly Lehman Brothers) U.S. Corporate High Yield 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Barclays Capital U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. |
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Legg Mason Partners Variable High Income Portfolio
Portfolio at a glance (unaudited)
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| INVESTMENT BREAKDOWN (%) As a percent of total investments |
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
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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”.
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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 |
| 9.46% | | | $ | 1,000.00 | | | $ | 1,094.60 | | | | 0.76% | | | $ | 3.95 | |
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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 returns do not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
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3 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
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Legg Mason Partners Variable High 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 | | | $ | 1,021.03 | | | | 0.76% | | | $ | 3.81 | |
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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 High Income Portfolio 2009 Semi-Annual Report
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Schedule of investments (unaudited)
April 30, 2009
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| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
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FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
|
CORPORATE BONDS & NOTES — 90.4% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 14.3% |
| | | | | | | | |
| | | | Auto Components — 0.2% | | | | |
$ | 320,000 | | | Allison Transmission Inc., Senior Notes, 11.250% due 11/1/15(a)(b) | | $ | 164,801 | |
| | | | | | | | |
| 110,000 | | | Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13 | | | 22,000 | |
| | | | | | | | |
| | | | Visteon Corp., Senior Notes: | | | | |
| | | | | | | | |
| 1,147,000 | | | 8.250% due 8/1/10 | | | 71,688 | |
| | | | | | | | |
| 983,000 | | | 12.250% due 12/31/16(a) | | | 54,065 | |
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| | | | Total Auto Components | | | 312,554 | |
| | | | | | | | |
| | | | Automobiles — 0.3% | | | | |
| | | | General Motors Corp.: | | | | |
| | | | | | | | |
| 2,015,000 | | | Notes, 7.200% due 1/15/11 | | | 231,725 | |
| | | | | | | | |
| 2,015,000 | | | Senior Debentures, 8.375% due 7/15/33 | | | 181,350 | |
| | | | | | | | |
| | | | Total Automobiles | | | 413,075 | |
| | | | | | | | |
| | | | Diversified Consumer Services — 1.1% | | | | |
| 1,270,000 | | | Education Management LLC/Education Management Finance Corp., Senior Subordinated Notes, 10.250% due 6/1/16 | | | 1,225,550 | |
| | | | | | | | |
| | | | Service Corp. International, Senior Notes: | | | | |
| | | | | | | | |
| 25,000 | | | 7.625% due 10/1/18 | | | 22,937 | |
| | | | | | | | |
| 280,000 | | | 7.500% due 4/1/27 | | | 217,700 | |
| | | | | | | | |
| | | | Total Diversified Consumer Services | | | 1,466,187 | |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 3.9% | | | | |
| 340,000 | | | Boyd Gaming Corp., Senior Subordinated Notes, 7.125% due 2/1/16 | | | 249,900 | |
| | | | | | | | |
| 1,400,000 | | | Caesars Entertainment Inc., Senior Subordinated Notes, 8.125% due 5/15/11 | | | 665,000 | |
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| 110,000 | | | Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13 | | | 102,300 | |
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| 585,000 | | | Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12 | | | 548,437 | |
| | | | | | | | |
| 600,000 | | | Downstream Development Quapaw, Senior Notes, 12.000% due 10/15/15(a) | | | 237,000 | |
| | | | | | | | |
| 420,000 | | | El Pollo Loco Inc., Senior Notes, 11.750% due 11/15/13 | | | 325,500 | |
| | | | | | | | |
| 650,000 | | | Indianapolis Downs LLC & Capital Corp., Senior Secured Notes, 11.000% due 11/1/12(a) | | | 367,250 | |
| | | | | | | | |
| 1,460,000 | | | Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10 | | | 313,900 | |
| | | | | | | | |
| 260,000 | | | Mandalay Resort Group, Senior Subordinated Debentures, 7.625% due 7/15/13 | | | 74,100 | |
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See Notes to Financial Statements.
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Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
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| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
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FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Hotels, Restaurants & Leisure — 3.9% continued | | | | |
| | | | | | | | |
| | | | MGM MIRAGE Inc.: | | | | |
| | | | | | | | |
$ | 685,000 | | | Notes, 6.750% due 9/1/12 | | $ | 411,000 | |
| | | | | | | | |
| 35,000 | | | Senior Notes, 8.500% due 9/15/10 | | | 25,463 | |
| | | | | | | | |
| | | | Mohegan Tribal Gaming Authority, Senior Subordinated Notes: | | | | |
| | | | | | | | |
| 520,000 | | | 6.375% due 7/15/09 | | | 507,000 | |
| | | | | | | | |
| 110,000 | | | 6.875% due 2/15/15 | | | 55,825 | |
| | | | | | | | |
| 640,000 | | | Sbarro Inc., Senior Notes, 10.375% due 2/1/15 | | | 345,600 | |
| | | | | | | | |
| | | | Snoqualmie Entertainment Authority, Senior Secured Notes: | | | | |
| | | | | | | | |
| 350,000 | | | 5.384% due 2/1/14(a)(c) | | | 117,250 | |
| | | | | | | | |
| 20,000 | | | 9.125% due 2/1/15(a) | | | 8,850 | |
| | | | | | | | |
| | | | Station Casinos Inc., Senior Notes: | | | | |
| | | | | | | | |
| 495,000 | | | 6.000% due 4/1/12 | | | 174,487 | |
| | | | | | | | |
| 1,005,000 | | | 7.750% due 8/15/16 | | | 346,725 | |
| | | | | | | | |
| 275,000 | | | Turning Stone Casino Resort Enterprise, Senior Notes, 9.125% due 12/15/10(a) | | | 232,375 | |
| | | | | | | | |
| | | | Total Hotels, Restaurants & Leisure | | | 5,107,962 | |
| | | | | | | | |
| | | | Household Durables — 1.8% | | | | |
| 105,000 | | | American Greetings Corp., Senior Notes, 7.375% due 6/1/16 | | | 56,175 | |
| | | | | | | | |
| 690,000 | | | K Hovnanian Enterprises Inc., Senior Notes, 11.500% due 5/1/13 | | | 596,850 | |
| | | | | | | | |
| 1,225,000 | | | Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11 | | | 1,120,875 | |
| | | | | | | | |
| 630,000 | | | Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, 9.750% due 9/1/12 | | | 513,450 | |
| | | | | | | | |
| 60,000 | | | Ryland Group Inc., Senior Notes, 8.400% due 5/15/17 | | | 58,804 | |
| | | | | | | | |
| | | | Total Household Durables | | | 2,346,154 | |
| | | | | | | | |
| | | | Internet & Catalog Retail — 0.2% | | | | |
| 435,000 | | | Ticketmaster, Senior Notes, 10.750% due 8/1/16(a) | | | 299,063 | |
| | | | | | | | |
| | | | Media — 4.7% | | | | |
| | | | Affinion Group Inc.: | | | | |
| | | | | | | | |
| 140,000 | | | Senior Notes, 10.125% due 10/15/13 | | | 120,400 | |
| | | | | | | | |
| 1,675,000 | | | Senior Subordinated Notes, 11.500% due 10/15/15 | | | 1,214,375 | |
| | | | | | | | |
| | | | CCH I LLC/CCH I Capital Corp.: | | | | |
| | | | | | | | |
| 160,000 | | | Senior Notes, 11.000% due 10/1/15(d)(e) | | | 12,800 | |
| | | | | | | | |
| 1,218,000 | | | Senior Secured Notes, 11.000% due 10/1/15(d)(e) | | | 100,485 | |
| | | | | | | | |
| 1,300,000 | | | CCH II LLC/CCH II Capital Corp., Senior Notes, 10.250% due 10/1/13(d)(e) | | | 1,186,250 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
5
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Media — 4.7% continued | | | | |
| | | | | | | | |
| | | | Cengage Learning Acquisitions Inc.: | | | | |
| | | | | | | | |
$ | 670,000 | | | Senior Notes, 10.500% due 1/15/15(a) | | $ | 458,950 | |
| | | | | | | | |
| 860,000 | | | Senior Subordinated Notes, step bond to yield 11.202% due 7/15/15(a) | | | 425,700 | |
| | | | | | | | |
| 250,000 | | | Charter Communications Holdings LLC, Senior Discount Notes, 12.125% due 1/15/12(d)(e)(f) | | | 2,500 | |
| | | | | | | | |
| 275,000 | | | Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Discount Notes, 11.750% due 5/15/11(d)(e) | | | 4,125 | |
| | | | | | | | |
| 1,310,000 | | | Charter Communications Inc., Senior Secured Notes, 10.875% due 9/15/14(a)(d)(e) | | | 1,310,000 | |
| | | | | | | | |
| 240,000 | | | CSC Holdings Inc., Senior Notes, 6.750% due 4/15/12 | | | 235,800 | |
| | | | | | | | |
| 290,000 | | | DIRECTV Holdings LLC/DIRECTV Financing Co. Inc., Senior Notes, 8.375% due 3/15/13 | | | 295,800 | |
| | | | | | | | |
| 390,000 | | | DISH DBS Corp., Senior Notes, 6.625% due 10/1/14 | | | 363,675 | |
| | | | | | | | |
| 1,400,000 | | | Idearc Inc., Senior Notes, 8.000% due 11/15/16(d) | | | 29,750 | |
| | | | | | | | |
| 500,000 | | | R.H. Donnelley Corp., Senior Discount Notes, 6.875% due 1/15/13 | | | 31,250 | |
| | | | | | | | |
| 495,000 | | | Sun Media Corp., Senior Notes, 7.625% due 2/15/13 | | | 274,725 | |
| | | | | | | | |
| 210,000 | | | Univision Communications Inc., Senior Notes, 7.850% due 7/15/11 | | | 171,675 | |
| | | | | | | | |
| | | | Total Media | | | 6,238,260 | |
| | | | | | | | |
| | | | Multiline Retail — 1.3% | | | | |
| | | | Dollar General Corp.: | | | | |
| | | | | | | | |
| 480,000 | | | Senior Notes, 10.625% due 7/15/15 | | | 501,600 | |
| | | | | | | | |
| 230,000 | | | Senior Subordinated Notes, 11.875% due 7/15/17(b) | | | 239,200 | |
| | | | | | | | |
| | | | Neiman Marcus Group Inc.: | | | | |
| | | | | | | | |
| 1,362,419 | | | Senior Notes, 9.000% due 10/15/15(b) | | | 756,142 | |
| | | | | | | | |
| 305,000 | | | Senior Secured Notes, 7.125% due 6/1/28 | | | 152,500 | |
| | | | | | | | |
| | | | Total Multiline Retail | | | 1,649,442 | |
| | | | | | | | |
| | | | Specialty Retail — 0.4% | | | | |
| 745,000 | | | Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12 | | | 391,125 | |
| | | | | | | | |
| 185,000 | | | Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15 | | | 172,975 | |
| | | | | | | | |
| | | | Total Specialty Retail | | | 564,100 | |
| | | | | | | | |
| | | | Textiles, Apparel & Luxury Goods — 0.4% | | | | |
| 600,000 | | | Oxford Industries Inc., Senior Notes, 8.875% due 6/1/11 | | | 501,000 | |
| | | | | | | | |
| | | | TOTAL CONSUMER DISCRETIONARY | | | 18,897,797 | |
| | | | | | | | |
See Notes to Financial Statements.
6
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
|
CONSUMER STAPLES — 2.5% |
| | | | | | | | |
| | | | Food & Staples Retailing — 0.3% | | | | |
$ | 140,000 | | | JBS USA LLC/JBS USA Finance Inc., Senior Notes, 11.625% due 5/1/14(a) | | $ | 133,700 | |
| | | | | | | | |
| 225,000 | | | SUPERVALU Inc., Senior Notes, 8.000% due 5/1/16 | | | 218,250 | |
| | | | | | | | |
| | | | Total Food & Staples Retailing | | | 351,950 | |
| | | | | | | | |
| | | | Food Products — 1.2% | | | | |
| | | | Dole Food Co. Inc., Senior Notes: | | | | |
| | | | | | | | |
| 1,260,000 | | | 7.250% due 6/15/10 | | | 1,234,800 | |
| | | | | | | | |
| 400,000 | | | 13.875% due 3/15/14(a) | | | 423,000 | |
| | | | | | | | |
| | | | Total Food Products | | | 1,657,800 | |
| | | | | | | | |
| | | | Household Products — 0.5% | | | | |
| 140,000 | | | American Achievement Corp., Senior Subordinated Notes, 8.250% due 4/1/12(a) | | | 111,300 | |
| | | | | | | | |
| 555,000 | | | Visant Holding Corp., Senior Notes, 8.750% due 12/1/13 | | | 513,375 | |
| | | | | | | | |
| | | | Total Household Products | | | 624,675 | |
| | | | | | | | |
| | | | Tobacco — 0.5% | | | | |
| | | | Alliance One International Inc., Senior Notes: | | | | |
| | | | | | | | |
| 490,000 | | | 8.500% due 5/15/12 | | | 438,550 | |
| | | | | | | | |
| 275,000 | | | 11.000% due 5/15/12 | | | 269,500 | |
| | | | | | | | |
| | | | Total Tobacco | | | 708,050 | |
| | | | | | | | |
| | | | TOTAL CONSUMER STAPLES | | | 3,342,475 | |
|
ENERGY — 15.2% |
| | | | | | | | |
| | | | Energy Equipment & Services — 1.7% | | | | |
| 995,000 | | | ANR Pipeline Co., Debentures, 9.625% due 11/1/21 | | | 1,173,517 | |
| | | | | | | | |
| 250,000 | | | Complete Production Services Inc., Senior Notes, 8.000% due 12/15/16 | | | 186,250 | |
| | | | | | | | |
| 240,000 | | | GulfMark Offshore Inc., Senior Subordinated Notes, 7.750% due 7/15/14 | | | 202,800 | |
| | | | | | | | |
| 665,000 | | | Key Energy Services Inc., Senior Notes, 8.375% due 12/1/14 | | | 548,625 | |
| | | | | | | | |
| 130,000 | | | Southern Natural Gas Co., Senior Notes, 8.000% due 3/1/32 | | | 123,475 | |
| | | | | | | | |
| | | | Total Energy Equipment & Services | | | 2,234,667 | |
| | | | | | | | |
| | | | Oil, Gas & Consumable Fuels — 13.5% | | | | |
| 750,000 | | | Atlas Pipeline Partners LP, Senior Notes, 8.750% due 6/15/18 | | | 461,250 | |
| | | | | | | | |
| 1,530,000 | | | Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12 | | | 1,185,750 | |
| | | | | | | | |
| | | | Chesapeake Energy Corp., Senior Notes: | | | | |
| | | | | | | | |
| 2,325,000 | | | 6.375% due 6/15/15 | | | 2,063,437 | |
| | | | | | | | |
| 210,000 | | | 7.250% due 12/15/18 | | | 184,800 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
7
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Oil, Gas & Consumable Fuels — 13.5% continued | | | | |
| | | | | | | | |
$ | 295,000 | | | Compagnie Generale de Geophysique SA, Senior Notes, 7.500% due 5/15/15 | | $ | 249,275 | |
| | | | | | | | |
| 1,605,470 | | | Corral Petroleum Holdings AB, Senior Secured Subordinated Bonds, 6.131% due 4/15/10(a)(b)(c) | | | 794,708 | |
| | | | | | | | |
| | | | El Paso Corp., Medium-Term Notes: | | | | |
| | | | | | | | |
| 1,500,000 | | | 8.050% due 10/15/30 | | | 1,150,269 | |
| | | | | | | | |
| 1,546,000 | | | 7.800% due 8/1/31 | | | 1,165,086 | |
| | | | | | | | |
| 130,000 | | | Encore Acquisition Co., Senior Subordinated Notes, 9.500% due 5/1/16 | | | 125,775 | |
| | | | | | | | |
| | | | Enterprise Products Operating LLP: | | | | |
| | | | | | | | |
| 660,000 | | | Junior Subordinated Notes, 8.375% due 8/1/66(c) | | | 455,949 | |
| | | | | | | | |
| 175,000 | | | Subordinated Notes, 7.034% due 1/15/68(c) | | | 110,405 | |
| | | | | | | | |
| 1,370,000 | | | EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11 | | | 1,164,500 | |
| | | | | | | | |
| 550,000 | | | Forest Oil Corp., Senior Notes, 8.500% due 2/15/14(a) | | | 536,250 | |
| | | | | | | | |
| 1,055,000 | | | International Coal Group Inc., Senior Notes, 10.250% due 7/15/14 | | | 691,025 | |
| | | | | | | | |
| | | | Mariner Energy Inc., Senior Notes: | | | | |
| | | | | | | | |
| 495,000 | | | 7.500% due 4/15/13 | | | 403,425 | |
| | | | | | | | |
| 230,000 | | | 8.000% due 5/15/17 | | | 167,900 | |
| | | | | | | | |
| | | | OPTI Canada Inc., Senior Secured Notes: | | | | |
| | | | | | | | |
| 515,000 | | | 7.875% due 12/15/14 | | | 279,387 | |
| | | | | | | | |
| 200,000 | | | 8.250% due 12/15/14 | | | 111,000 | |
| | | | | | | | |
| 600,000 | | | Parallel Petroleum Corp., Senior Notes, 10.250% due 8/1/14 | | | 390,000 | |
| | | | | | | | |
| | | | Petrohawk Energy Corp., Senior Notes: | | | | |
| | | | | | | | |
| 490,000 | | | 9.125% due 7/15/13 | | | 482,650 | |
| | | | | | | | |
| 160,000 | | | 7.875% due 6/1/15(a) | | | 150,800 | |
| | | | | | | | |
| | | | Petroplus Finance Ltd., Senior Notes: | | | | |
| | | | | | | | |
| 310,000 | | | 6.750% due 5/1/14(a) | | | 257,300 | |
| | | | | | | | |
| 240,000 | | | 7.000% due 5/1/17(a) | | | 194,400 | |
| | | | | | | | |
| 435,000 | | | Plains Exploration & Production Co., Senior Notes, 10.000% due 3/1/16 | | | 426,300 | |
| | | | | | | | |
| 510,000 | | | Quicksilver Resources Inc., Senior Notes, 8.250% due 8/1/15 | | | 418,200 | |
| | | | | | | | |
| 2,000,000 | | | SandRidge Energy Inc., Senior Notes, 8.625% due 4/1/15(b) | | | 1,630,000 | |
| | | | | | | | |
| 1,485,000 | | | SemGroup LP, Senior Notes, 8.750% due 11/15/15(a)(d)(e) | | | 55,688 | |
| | | | | | | | |
| 1,450,000 | | | Stone Energy Corp., Senior Subordinated Notes, 6.750% due 12/15/14 | | | 609,000 | |
| | | | | | | | |
| 160,000 | | | Targa Resources Partners LP, Senior Notes, 8.250% due 7/1/16(a) | | | 127,200 | |
| | | | | | | | |
See Notes to Financial Statements.
8
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Oil, Gas & Consumable Fuels — 13.5% continued | | | | |
| | | | | | | | |
$ | 720,000 | | | Teekay Corp., Senior Notes, 8.875% due 7/15/11 | | $ | 705,600 | |
| | | | | | | | |
| 625,000 | | | VeraSun Energy Corp., Senior Notes, 9.375% due 6/1/17(d) | | | 37,500 | |
| | | | | | | | |
| 640,000 | | | W&T Offshore Inc., Senior Notes, 8.250% due 6/15/14(a) | | | 473,600 | |
| | | | | | | | |
| 610,000 | | | Whiting Petroleum Corp., Senior Subordinated Notes, 7.000% due 2/1/14 | | | 527,650 | |
| | | | | | | | |
| | | | Total Oil, Gas & Consumable Fuels | | | 17,786,079 | |
| | | | | | | | |
| | | | TOTAL ENERGY | | | 20,020,746 | |
|
FINANCIALS — 14.2% |
| | | | | | | | |
| | | | Commercial Banks — 0.8% | | | | |
| 250,000 | | | ATF Capital BV, Senior Notes, 9.250% due 2/21/14(a) | | | 127,500 | |
| | | | | | | | |
| | | | TuranAlem Finance BV, Bonds: | | | | |
| | | | | | | | |
| 470,000 | | | 8.250% due 1/22/37(a) | | | 105,750 | |
| | | | | | | | |
| 340,000 | | | 8.250% due 1/22/37(a) | | | 79,900 | |
| | | | | | | | |
| 750,000 | | | Wells Fargo Capital XIII, Medium-Term Notes, 7.700% due 3/26/13(c)(g) | | | 480,357 | |
| | | | | | | | |
| 200,000 | | | Wells Fargo Capital XV, Junior Subordinated Notes, 9.750% due 9/26/13(c)(g) | | | 170,143 | |
| | | | | | | | |
| | | | Total Commercial Banks | | | 963,650 | |
| | | | | | | | |
| | | | Consumer Finance — 7.3% | | | | |
| 1,200,000 | | | FMG Finance Pty Ltd., Senior Secured Notes, 10.625% due 9/1/16(a) | | | 1,056,000 | |
| | | | | | | | |
| | | | Ford Motor Credit Co., Senior Notes: | | | | |
| | | | | | | | |
| 542,000 | | | 6.570% due 6/15/11(c) | | | 431,568 | |
| | | | | | | | |
| 500,000 | | | 3.889% due 1/13/12(c) | | | 358,125 | |
| | | | | | | | |
| 4,980,000 | | | 12.000% due 5/15/15 | | | 4,213,209 | |
| | | | | | | | |
| | | | GMAC LLC: | | | | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 1,415,000 | | | 6.500% due 10/15/09(a) | | | 1,280,634 | |
| | | | | | | | |
| 2,139,000 | | | 8.000% due 11/1/31(a) | | | 1,500,404 | |
| | | | | | | | |
| 93,000 | | | Subordinated Notes, 8.000% due 12/31/18(a) | | | 37,243 | |
| | | | | | | | |
| 890,000 | | | SLM Corp., Senior Notes, 1.252% due 7/26/10(c) | | | 755,145 | |
| | | | | | | | |
| | | | Total Consumer Finance | | | 9,632,328 | |
| | | | | | | | |
| | | | Diversified Financial Services — 4.2% | | | | |
| 650,000 | | | CCM Merger Inc., Notes, 8.000% due 8/1/13(a)(e) | | | 292,500 | |
| | | | | | | | |
| | | | CIT Group Inc., Senior Notes: | | | | |
| | | | | | | | |
| 200,000 | | | 4.125% due 11/3/09 | | | 178,616 | |
| | | | | | | | |
| 30,000 | | | 1.451% due 3/12/10(c) | | | 23,801 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
9
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Diversified Financial Services — 4.2% continued | | | | |
| | | | | | | | |
$ | 490,000 | | | Fresenius U.S. Finance II Inc., Senior Notes, 9.000% due 7/15/15(a) | | $ | 521,850 | |
| | | | | | | | |
| 800,000 | | | JPMorgan Chase & Co., Junior Subordinated Notes, 7.900% due 4/30/18(c)(g) | | | 610,070 | |
| | | | | | | | |
| | | | Leucadia National Corp., Senior Notes: | | | | |
| | | | | | | | |
| 560,000 | | | 8.125% due 9/15/15 | | | 473,200 | |
| | | | | | | | |
| 550,000 | | | 7.125% due 3/15/17 | | | 411,125 | |
| | | | | | | | |
| 720,000 | | | Rio Tinto Finance USA Ltd., Senior Notes, 9.000% due 5/1/19 | | | 741,509 | |
| | | | | | | | |
| 555,000 | | | Smurfit Kappa Funding PLC, Senior Subordinated Notes, 7.750% due 4/1/15 | | | 333,000 | |
| | | | | | | | |
| | | | TNK-BP Finance SA: | | | | |
| | | | | | | | |
| 767,000 | | | 7.875% due 3/13/18(a) | | | 550,322 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 170,000 | | | 7.500% due 7/18/16(a) | | | 125,800 | |
| | | | | | | | |
| 374,000 | | | 7.875% due 3/13/18(a) | | | 267,410 | |
| | | | | | | | |
| 150,000 | | | Vanguard Health Holdings Co., I LLC, Senior Discount Notes, step bond to yield 11.825% due 10/1/15 | | | 134,250 | |
| | | | | | | | |
| 949,000 | | | Vanguard Health Holdings Co., II LLC, Senior Subordinated Notes, 9.000% due 10/1/14 | | | 908,667 | |
| | | | | | | | |
| | | | Total Diversified Financial Services | | | 5,572,120 | |
| | | | | | | | |
| | | | Insurance — 0.1% | | | | |
| 1,240,000 | | | American International Group Inc., Junior Subordinated Debentures, 8.175% due 5/15/58(a)(c) | | | 142,717 | |
| | | | | | | | |
| | | | Real Estate Investment Trusts (REITs) — 0.6% | | | | |
| 40,000 | | | Forest City Enterprises Inc., Senior Notes, 7.625% due 6/1/15 | | | 19,400 | |
| | | | | | | | |
| 625,000 | | | Host Marriott LP, Senior Notes, 7.125% due 11/1/13 | | | 590,625 | |
| | | | | | | | |
| 205,000 | | | Ventas Realty LP/Ventas Capital Corp., Senior Notes, 6.500% due 6/1/16 | | | 184,500 | |
| | | | | | | | |
| | | | Total Real Estate Investment Trusts (REITs) | | | 794,525 | |
| | | | | | | | |
| | | | Real Estate Management & Development — 0.5% | | | | |
| 291,200 | | | Ashton Woods USA LLC, Ashton Woods Finance Co., Senior Subordinated Notes, step bond to yield 23.322% due 6/30/15(a)(f) | | | 109,200 | |
| | | | | | | | |
| | | | Realogy Corp.: | | | | |
| | | | | | | | |
| 990,000 | | | Senior Notes, 10.500% due 4/15/14 | | | 331,650 | |
| | | | | | | | |
| 905,000 | | | Senior Subordinated Notes, 12.375% due 4/15/15 | | | 221,725 | |
| | | | | | | | |
| 87,109 | | | Senior Toggle Notes, 11.000% due 4/15/14(b) | | | 16,333 | |
| | | | | | | | |
| | | | Total Real Estate Management & Development | | | 678,908 | |
| | | | | | | | |
| | | | | | | | |
See Notes to Financial Statements.
10
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Thrifts & Mortgage Finance — 0.7% | | | | |
$ | 1,075,000 | | | Ocwen Capital Trust I, Junior Subordinated Capital Securities, 10.875% due 8/1/27 | | $ | 872,094 | |
| | | | | | | | |
| | | | TOTAL FINANCIALS | | | 18,656,342 | |
|
HEALTH CARE — 6.8% |
| | | | | | | | |
| | | | Health Care Equipment & Supplies — 0.5% | | | | |
| 730,000 | | | Biomet Inc., Senior Notes, 10.375% due 10/15/17(b) | | | 706,275 | |
| | | | | | | | |
| | | | Health Care Providers & Services — 6.3% | | | | |
| 1,290,000 | | | CRC Health Corp., Senior Subordinated Notes, 10.750% due 2/1/16 | | | 883,650 | |
| | | | | | | | |
| 185,000 | | | DaVita Inc., Senior Subordinated Notes, 7.250% due 3/15/15 | | | 181,763 | |
| | | | | | | | |
| | | | HCA Inc., Senior Secured Notes: | | | | |
| | | | | | | | |
| 400,000 | | | 9.125% due 11/15/14 | | | 397,000 | |
| | | | | | | | |
| 2,155,000 | | | 9.625% due 11/15/16(b) | | | 2,004,150 | |
| | | | | | | | |
| 875,000 | | | IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14 | | | 864,062 | |
| | | | | | | | |
| | | | Tenet Healthcare Corp., Senior Notes: | | | | |
| | | | | | | | |
| 215,000 | | | 7.375% due 2/1/13 | | | 197,800 | |
| | | | | | | | |
| 1,860,000 | | | 9.875% due 7/1/14 | | | 1,739,100 | |
| | | | | | | | |
| 455,000 | | | 10.000% due 5/1/18(a) | | | 475,475 | |
| | | | | | | | |
| | | | Universal Hospital Services Inc., Senior Secured Notes: | | | | |
| | | | | | | | |
| 260,000 | | | 5.943% due 6/1/15(c) | | | 200,850 | |
| | | | | | | | |
| 245,000 | | | 8.500% due 6/1/15(b) | | | 229,075 | |
| | | | | | | | |
| 1,743,000 | | | US Oncology Holdings Inc., Senior Notes, 6.904% due 3/15/12(b)(c) | | | 1,054,515 | |
| | | | | | | | |
| | | | Total Health Care Providers & Services | | | 8,227,440 | |
| | | | | | | | |
| | | | Pharmaceuticals — 0.0% | | | | |
| 2,085,000 | | | Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12(d)(e) | | | 10,425 | |
| | | | | | | | |
| | | | TOTAL HEALTH CARE | | | 8,944,140 | |
|
INDUSTRIALS — 11.9% |
| | | | | | | | |
| | | | Aerospace & Defense — 0.9% | | | | |
| | | | Hawker Beechcraft Acquisition Co., Senior Notes: | | | | |
| | | | | | | | |
| 410,000 | | | 8.500% due 4/1/15 | | | 140,425 | |
| | | | | | | | |
| 2,280,000 | | | 8.875% due 4/1/15(b) | | | 444,600 | |
| | | | | | | | |
| 645,000 | | | L-3 Communications Corp., Senior Subordinated Notes, 5.875% due 1/15/15 | | | 593,400 | |
| | | | | | | | |
| | | | Total Aerospace & Defense | | | 1,178,425 | |
| | | | | | | | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
11
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Airlines — 2.9% | | | | |
$ | 1,400,000 | | | Continental Airlines Inc., Pass-Through Certificates, 7.339% due 4/19/14 | | $ | 875,000 | |
| | | | | | | | |
| 1,995,000 | | | DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15(a) | | | 768,075 | |
| | | | | | | | |
| 481,455 | | | Delta Air Lines Inc., Pass-Through Certificates, 8.954% due 8/10/14(f) | | | 284,058 | |
| | | | | | | | |
| | | | United Airlines Inc., Pass-Through Certificates: | | | | |
| | | | | | | | |
| 365,000 | | | 6.831% due 9/1/08 | | | 365,000 | |
| | | | | | | | |
| 888,598 | | | 7.811% due 10/1/09(f) | | | 926,363 | |
| | | | | | | | |
| 437,290 | | | 8.030% due 7/1/11 | | | 406,680 | |
| | | | | | | | |
| 160,000 | | | 6.932% due 9/1/11(d)(f) | | | 203,344 | |
| | | | | | | | |
| | | | Total Airlines | | | 3,828,520 | |
| | | | | | | | |
| | | | Building Products — 1.0% | | | | |
| | | | Associated Materials Inc.: | | | | |
| | | | | | | | |
| 1,100,000 | | | Senior Discount Notes, 11.250% due 3/1/14 | | | 401,500 | |
| | | | | | | | |
| 745,000 | | | Senior Subordinated Notes, 9.750% due 4/15/12 | | | 603,450 | |
| | | | | | | | |
| 130,000 | | | Nortek Inc., Senior Secured Notes, 10.000% due 12/1/13 | | | 83,850 | |
| | | | | | | | |
| 1,860,000 | | | NTK Holdings Inc., Senior Discount Notes, step bond to yield 11.326% due 3/1/14 | | | 204,600 | |
| | | | | | | | |
| | | | Total Building Products | | | 1,293,400 | |
| | | | | | | | |
| | | | Commercial Services & Supplies — 2.8% | | | | |
| 1,740,000 | | | DynCorp International LLC/DIV Capital Corp., Senior Subordinated Notes, 9.500% due 2/15/13 | | | 1,696,500 | |
| | | | | | | | |
| 900,000 | | | Interface Inc., Senior Notes, 10.375% due 2/1/10 | | | 897,750 | |
| | | | | | | | |
| 540,000 | | | Rental Services Corp., Senior Notes, 9.500% due 12/1/14 | | | 349,650 | |
| | | | | | | | |
| | | | US Investigations Services Inc., Senior Subordinated Notes: | | | | |
| | | | | | | | |
| 250,000 | | | 10.500% due 11/1/15(a) | | | 193,750 | |
| | | | | | | | |
| 840,000 | | | 11.750% due 5/1/16(a) | | | 579,600 | |
| | | | | | | | |
| | | | Total Commercial Services & Supplies | | | 3,717,250 | |
| | | | | | | | |
| | | | Construction & Engineering — 0.2% | | | | |
| 300,000 | | | CSC Holdings Inc., Senior Notes, 8.500% due 6/15/15(a) | | | 305,250 | |
| | | | | | | | |
| | | | Electrical Equipment — 0.1% | | | | |
| 140,000 | | | Sensata Technologies B.V., Senior Notes, 8.000% due 5/1/14 | | | 53,550 | |
| | | | | | | | |
| | | | Machinery — 0.4% | | | | |
| 360,000 | | | American Railcar Industries Inc., Senior Notes, 7.500% due 3/1/14 | | | 282,600 | |
| | | | | | | | |
See Notes to Financial Statements.
12
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Machinery — 0.4% continued | | | | |
| | | | | | | | |
| | | | Terex Corp., Senior Subordinated Notes: | | | | |
| | | | | | | | |
$ | 40,000 | | | 7.375% due 1/15/14 | | $ | 35,600 | |
| | | | | | | | |
| 260,000 | | | 8.000% due 11/15/17 | | | 214,500 | |
| | | | | | | | |
| | | | Total Machinery | | | 532,700 | |
| | | | | | | | |
| | | | Road & Rail — 2.2% | | | | |
| 1,210,000 | | | Hertz Corp., Senior Subordinated Notes, 10.500% due 1/1/16 | | | 865,150 | |
| | | | | | | | |
| | | | Kansas City Southern de Mexico, Senior Notes: | | | | |
| | | | | | | | |
| 1,325,000 | | | 9.375% due 5/1/12 | | | 1,219,000 | |
| | | | | | | | |
| 450,000 | | | 7.625% due 12/1/13 | | | 371,250 | |
| | | | | | | | |
| 145,000 | | | 7.375% due 6/1/14 | | | 118,175 | |
| | | | | | | | |
| 220,000 | | | 12.500% due 4/1/16(a) | | | 213,400 | |
| | | | | | | | |
| 100,000 | | | Kansas City Southern Railway, Senior Notes, 13.000% due 12/15/13 | | | 106,500 | |
| | | | | | | | |
| | | | Total Road & Rail | | | 2,893,475 | |
| | | | | | | | |
| | | | Trading Companies & Distributors — 1.0% | | | | |
| 615,000 | | | Ashtead Capital Inc., Notes, 9.000% due 8/15/16(a) | | | 399,750 | |
| | | | | | | | |
| 185,000 | | | Ashtead Holdings PLC, Senior Secured Notes, 8.625% due 8/1/15(a) | | | 120,250 | |
| | | | | | | | |
| 600,000 | | | H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16 | | | 411,000 | |
| | | | | | | | |
| 1,145,000 | | | Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14(a) | | | 412,200 | |
| | | | | | | | |
| | | | Total Trading Companies & Distributors | | | 1,343,200 | |
| | | | | | | | |
| | | | Transportation Infrastructure — 0.4% | | | | |
| | | | Swift Transportation Co., Senior Secured Notes: | | | | |
| | | | | | | | |
| 180,000 | | | 8.984% due 5/15/15(a)(c) | | | 56,700 | |
| | | | | | | | |
| 1,320,000 | | | 12.500% due 5/15/17(a) | | | 422,400 | |
| | | | | | | | |
| | | | Total Transportation Infrastructure | | | 479,100 | |
| | | | | | | | |
| | | | TOTAL INDUSTRIALS | | | 15,624,870 | |
|
INFORMATION TECHNOLOGY — 1.2% |
| | | | | | | | |
| | | | IT Services — 0.6% | | | | |
| 540,000 | | | Ceridian Corp., Senior Notes, 12.250% due 11/15/15(b) | | | 283,500 | |
| | | | | | | | |
| 660,000 | | | First Data Corp., Senior Notes, 9.875% due 9/24/15 | | | 459,525 | |
| | | | | | | | |
| | | | Total IT Services | | | 743,025 | |
| | | | | | | | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
13
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Semiconductors & Semiconductor Equipment — 0.2% | | | | |
| | | | Freescale Semiconductor Inc.: | | | | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
$ | 515,000 | | | 8.875% due 12/15/14 | | $ | 177,675 | |
| | | | | | | | |
| 140,000 | | | 9.125% due 12/15/14(b) | | | 24,500 | |
| | | | | | | | |
| 540,000 | | | Senior Subordinated Notes, 10.125% due 12/15/16 | | | 132,300 | |
| | | | | | | | |
| | | | Total Semiconductors & Semiconductor Equipment | | | 334,475 | |
| | | | | | | | |
| | | | Software — 0.4% | | | | |
| 795,000 | | | Activant Solutions Inc., Senior Subordinated Notes, 9.500% due 5/1/16 | | | 522,712 | |
| | | | | | | | |
| | | | TOTAL INFORMATION TECHNOLOGY | | | 1,600,212 | |
|
MATERIALS — 6.8% |
| | | | | | | | |
| | | | Chemicals — 0.7% | | | | |
| 1,510,000 | | | Georgia Gulf Corp., Senior Notes, 10.750% due 10/15/16 | | | 143,450 | |
| | | | | | | | |
| 760,000 | | | Methanex Corp., Senior Notes, 8.750% due 8/15/12(f) | | | 684,232 | |
| | | | | | | | |
| 60,000 | | | Westlake Chemical Corp., Senior Notes, 6.625% due 1/15/16 | | | 46,500 | |
| | | | | | | | |
| | | | Total Chemicals | | | 874,182 | |
| | | | | | | | |
| | | | Containers & Packaging — 0.9% | | | | |
| 100,000 | | | Berry Plastics Holding Corp., Second Priority Senior Secured Notes, 8.875% due 9/15/14 | | | 72,500 | |
| | | | | | | | |
| 270,000 | | | BWAY Corp., Senior Subordinated Notes, 10.000% due 4/15/14(a) | | | 253,800 | |
| | | | | | | | |
| | | | Graham Packaging Co. Inc.: | | | | |
| | | | | | | | |
| 60,000 | | | Senior Notes, 8.500% due 10/15/12 | | | 51,900 | |
| | | | | | | | |
| 125,000 | | | Senior Subordinated Notes, 9.875% due 10/15/14 | | | 101,719 | |
| | | | | | | | |
| 600,000 | | | Radnor Holdings Inc., Senior Notes, 11.000% due 3/15/10(d)(e)(f) | | | 0 | |
| | | | | | | | |
| 775,000 | | | Solo Cup Co., Senior Subordinated Notes, 8.500% due 2/15/14 | | | 654,875 | |
| | | | | | | | |
| | | | Total Containers & Packaging | | | 1,134,794 | |
| | | | | | | | |
| | | | Metals & Mining — 2.1% | | | | |
| 690,000 | | | Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15 | | | 493,350 | |
| | | | | | | | |
| 1,785,000 | | | Noranda Aluminium Acquisition Corp., Senior Notes, 6.595% due 5/15/15(b)(c) | | | 633,675 | |
| | | | | | | | |
| 1,385,000 | | | Novelis Inc., Senior Notes, 7.250% due 2/15/15 | | | 727,125 | |
| | | | | | | | |
| 1,610,000 | | | Ryerson Inc., Senior Secured Notes, 12.000% due 11/1/15 | | | 982,100 | |
| | | | | | | | |
| | | | Total Metals & Mining | | | 2,836,250 | |
| | | | | | | | |
| | | | Paper & Forest Products — 3.1% | | | | |
| | | | Abitibi-Consolidated Co. of Canada: | | | | |
| | | | | | | | |
| 258,000 | | | Senior Notes, 15.500% due 7/15/10(a)(d) | | | 25,800 | |
| | | | | | | | |
See Notes to Financial Statements.
14
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Paper & Forest Products — 3.1% continued | | | | |
| | | | | | | | |
$ | 2,030,000 | | | Senior Secured Notes, 13.750% due 4/1/11(a)(d) | | $ | 1,776,250 | |
| | | | | | | | |
| 2,045,000 | | | Appleton Papers Inc., Senior Subordinated Notes, 9.750% due 6/15/14 | | | 480,575 | |
| | | | | | | | |
| 830,000 | | | Georgia-Pacific LLC, Senior Notes, 8.250% due 5/1/16(a) | | | 834,150 | |
| | | | | | | | |
| | | | NewPage Corp., Senior Secured Notes: | | | | |
| | | | | | | | |
| 1,770,000 | | | 7.420% due 5/1/12(c) | | | 769,950 | |
| | | | | | | | |
| 375,000 | | | 10.000% due 5/1/12 | | | 178,125 | |
| | | | | | | | |
| 233,904 | | | Newpage Holding Corp., Senior Notes, 10.265% due 11/1/13(b)(c) | | | 10,526 | |
| | | | | | | | |
| | | | Total Paper & Forest Products | | | 4,075,376 | |
| | | | | | | | |
| | | | TOTAL MATERIALS | | | 8,920,602 | |
|
TELECOMMUNICATION SERVICES — 10.8% |
| | | | | | | | |
| | | | Diversified Telecommunication Services — 6.6% | | | | |
| 310,000 | | | CC Holdings GS V LLC, Senior Notes, 7.750% due 5/1/17(a) | | | 314,650 | |
| | | | | | | | |
| 180,000 | | | Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28 | | | 129,600 | |
| | | | | | | | |
| 695,000 | | | GT Group Telecom Inc., Senior Discount Notes, 13.250% due 2/1/10(d)(e)(f) | | | 0 | |
| | | | | | | | |
| 420,000 | | | Hawaiian Telcom Communications Inc., Senior Subordinated Notes, 12.500% due 5/1/15(d)(e) | | | 2,625 | |
| | | | | | | | |
| 350,000 | | | Intelsat Bermuda Ltd., Senior Notes, 11.250% due 6/15/16 | | | 359,625 | |
| | | | | | | | |
| 350,000 | | | Intelsat Corp., Senior Notes, 9.250% due 8/15/14(a) | | | 341,250 | |
| | | | | | | | |
| 1,785,000 | | | Intelsat Intermediate Holding Co., Ltd., Senior Discount Notes, step bond to yield 11.705% due 2/1/15(a) | | | 1,615,425 | |
| | | | | | | | |
| | | | Intelsat Jackson Holdings Ltd., Senior Notes: | | | | |
| | | | | | | | |
| 415,000 | | | 9.500% due 6/15/16(a) | | | 410,850 | |
| | | | | | | | |
| 490,000 | | | 11.500% due 6/15/16(a) | | | 485,100 | |
| | | | | | | | |
| | | | Level 3 Financing Inc., Senior Notes: | | | | |
| | | | | | | | |
| 1,305,000 | | | 12.250% due 3/15/13 | | | 1,184,288 | |
| | | | | | | | |
| 565,000 | | | 9.250% due 11/1/14 | | | 455,531 | |
| | | | | | | | |
| 1,190,000 | | | Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16(a) | | | 1,154,300 | |
| | | | | | | | |
| 555,000 | | | Virgin Media Finance PLC, Senior Notes, 9.125% due 8/15/16 | | | 549,450 | |
| | | | | | | | |
| 1,310,000 | | | Wind Acquisition Finance SA, Senior Bonds, 10.750% due 12/1/15(a) | | | 1,368,950 | |
| | | | | | | | |
| 400,000 | | | Windstream Corp., Senior Notes, 8.625% due 8/1/16 | | | 400,000 | |
| | | | | | | | |
| | | | Total Diversified Telecommunication Services | | | 8,771,644 | |
| | | | | | | | |
| | | | Wireless Telecommunication Services — 4.2% | | | | |
| 180,000 | | | iPCS Inc., Senior Secured Notes, 3.295% due 5/1/13(c) | | | 146,700 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
15
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | Wireless Telecommunication Services — 4.2% continued | | | | |
| | | | | | | | |
$ | 700,000 | | | MetroPCS Wireless Inc., Senior Notes, 9.250% due 11/1/14(a) | | $ | 700,875 | |
| | | | | | | | |
| | | | Sprint Capital Corp., Senior Notes: | | | | |
| | | | | | | | |
| 1,370,000 | | | 7.625% due 1/30/11 | | | 1,327,187 | |
| | | | | | | | |
| 1,025,000 | | | 8.375% due 3/15/12 | | | 987,844 | |
| | | | | | | | |
| 265,000 | | | 6.875% due 11/15/28 | | | 180,200 | |
| | | | | | | | |
| 1,390,000 | | | 8.750% due 3/15/32 | | | 1,063,350 | |
| | | | | | | | |
| 1,810,000 | | | True Move Co., Ltd., Notes, 10.750% due 12/16/13(a) | | | 1,095,050 | |
| | | | | | | | |
| | | | Total Wireless Telecommunication Services | | | 5,501,206 | |
| | | | | | | | |
| | | | TOTAL TELECOMMUNICATION SERVICES | | | 14,272,850 | |
|
UTILITIES — 6.7% |
| | | | | | | | |
| | | | Gas Utilities — 0.5% | | | | |
| 645,000 | | | Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, 6.875% due 12/15/13 | | | 630,487 | |
| | | | | | | | |
| | | | Independent Power Producers & Energy Traders — 6.2% | | | | |
| | | | AES Corp.: | | | | |
| | | | | | | | |
| 106,000 | | | Secured Notes, 8.750% due 5/15/13(a) | | | 107,590 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 1,205,000 | | | 8.000% due 10/15/17 | | | 1,108,600 | |
| | | | | | | | |
| 200,000 | | | 8.000% due 6/1/20(a) | | | 176,000 | |
| | | | | | | | |
| | | | Dynegy Holdings Inc.: | | | | |
| | | | | | | | |
| 1,060,000 | | | Senior Debentures, 7.625% due 10/15/26 | | | 609,500 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 270,000 | | | 7.500% due 6/1/15 | | | 213,300 | |
| | | | | | | | |
| 560,000 | | | 7.750% due 6/1/19 | | | 414,400 | |
| | | | | | | | |
| 140,000 | | | Dynegy Inc., Bonds, 7.670% due 11/8/16 | | | 119,000 | |
| | | | | | | | |
| | | | Edison Mission Energy, Senior Notes: | | | | |
| | | | | | | | |
| 880,000 | | | 7.750% due 6/15/16 | | | 701,800 | |
| | | | | | | | |
| 300,000 | | | 7.200% due 5/15/19 | | | 219,750 | |
| | | | | | | | |
| 450,000 | | | 7.625% due 5/15/27 | | | 290,250 | |
| | | | | | | | |
| 5,520,000 | | | Energy Future Holdings Corp., Senior Notes, 11.250% due 11/1/17(b) | | | 2,856,600 | |
| | | | | | | | |
| 428,690 | | | Mirant Mid Atlantic LLC, Pass-Through Certificates, 10.060% due 12/30/28 | | | 424,403 | |
| | | | | | | | |
| 440,000 | | | Mirant North America LLC, Senior Notes, 7.375% due 12/31/13 | | | 425,700 | |
| | | | | | | | |
| 230,000 | | | NRG Energy Inc., Senior Notes, 7.250% due 2/1/14 | | | 222,525 | |
| | | | | | | | |
| 340,000 | | | Reliant Energy Inc., Senior Notes, 7.875% due 6/15/17 | | | 305,150 | |
| | | | | | | | |
| | | | Total Independent Power Producers & Energy Traders | | | 8,194,568 | |
| | | | | | | | |
| | | | TOTAL UTILITIES | | | 8,825,055 | |
| | | | | | | | |
See Notes to Financial Statements.
16
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
| | | | TOTAL CORPORATE BONDS & NOTES (Cost — $165,863,873) | | $ | 119,105,089 | |
|
ASSET-BACKED SECURITY — 0.0% |
| | | | | | | | |
|
FINANCIAL — 0.0% |
| | | | | | | | |
| | | | Diversified Financial Services — 0.0% | | | | |
$ | 1,402,534 | | | Airplanes Pass-Through Trust, Subordinated Notes, 10.875% due 3/15/19(d)(e)(f) (Cost — $1,493,311) | | | 0 | |
|
COLLATERALIZED SENIOR LOANS — 3.2% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.5% |
| | | | | | | | |
| | | | Auto Components — 0.5% | | | | |
| 964,466 | | | Allison Transmission Inc., Term Loan B, 3.759% due 8/7/14(c) | | | 696,290 | |
| | | | | | | | |
| | | | Textiles, Apparel & Luxury Goods — 0.0% | | | | |
| 500,000 | | | Simmons Co., Term Loan, 8.204% due 2/15/12(c) | | | 11,334 | |
| | | | | | | | |
| | | | TOTAL CONSUMER DISCRETIONARY | | | 707,624 | |
|
ENERGY — 0.6% |
| | | | | | | | |
| | | | Energy Equipment & Services — 0.6% | | | | |
| 1,097,421 | | | Turbo Beta Ltd., Term Loan, 14.500% due 3/15/18(c)(e) | | | 795,630 | |
|
INDUSTRIALS — 0.6% |
| | | | | | | | |
| | | | Airlines — 0.2% | | | | |
| 500,000 | | | United Airlines Inc., Term Loan B, 0.000% due 1/12/14 | | | 253,889 | |
| | | | | | | | |
| | | | Commercial Services & Supplies — 0.3% | | | | |
| 500,000 | | | Rental Services Corp., Term Loan, 9.024% due 12/1/13 | | | 325,000 | |
| | | | | | | | |
| | | | Trading Companies & Distributors — 0.1% | | | | |
| 559,187 | | | Penhall International Corp., Term Loan, 10.133% due 4/1/12(c) | | | 139,797 | |
| | | | | | | | |
| | | | TOTAL INDUSTRIALS | | | 718,686 | |
|
MATERIALS — 0.2% |
| | | | | | | | |
| | | | Chemicals — 0.2% | | | | |
| 690,000 | | | Lyondell Chemical Co., Term Loan, 0.000% due 12/20/14 | | | 231,581 | |
| | | | | | | | |
| | | | Paper & Forest Products — 0.0% | | | | |
| 229,856 | | | Verso Paper Holdings LLC, Term Loan, 6.778% due 2/1/13(c) | | | 19,538 | |
| | | | | | | | |
| | | | TOTAL MATERIALS | | | 251,119 | |
|
UTILITIES — 1.3% |
| | | | | | | | |
| | | | Independent Power Producers & Energy Traders — 1.3% | | | | |
| | | | | | | | |
| 2,474,937 | | | Energy Future Holdings, Term Loan, 3.906% due 10/10/14(c) | | | 1,678,176 | |
| | | | | | | | |
| | | | TOTAL COLLATERALIZED SENIOR LOANS (Cost — $6,200,631) | | | 4,151,235 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
17
Schedule of investments (unaudited) continued
April 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | SECURITY | | VALUE | |
|
CONVERTIBLE BONDS & NOTES — 1.2% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.9% |
| | | | | | | | |
| | | | Media — 0.9% | | | | |
$ | 1,570,000 | | | Virgin Media Inc., Senior Notes, 6.500% due 11/15/16(a) | | $ | 1,151,987 | |
|
INDUSTRIALS — 0.3% |
| | | | | | | | |
| | | | Marine — 0.3% | | | | |
| 750,000 | | | Horizon Lines Inc., Senior Notes, 4.250% due 8/15/12 | | | 390,938 | |
| | | | | | | | |
| | | | TOTAL CONVERTIBLE BONDS & NOTES (Cost — $1,495,218) | | | 1,542,925 | |
|
SOVEREIGN BOND — 1.0% |
| | | | | | | | |
| | | | Russia — 1.0% | | | | |
| 1,401,600 | | | Russian Federation, 7.500% due 3/31/30(a) (Cost — $1,528,343) | | | 1,378,445 | |
| | | | | | | | |
SHARES | | | | | | |
|
COMMON STOCKS — 0.0% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.0% |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 0.0% | | | | |
| 1,615 | | | Buffets Restaurant Holdings(f)* | | | 0 | |
|
CONSUMER STAPLES — 0.0% |
| | | | | | | | |
| | | | Food Products — 0.0% | | | | |
| 23,465 | | | Aurora Foods Inc.(e)(f)* | | | 0 | |
|
TELECOMMUNICATION SERVICES — 0.0% |
| | | | | | | | |
| | | | Diversified Telecommunication Services — 0.0% | | | | |
| 870 | | | McLeodUSA Inc., Class A Shares(e)(f)* | | | 0 | |
| | | | | | | | |
| | | | TOTAL COMMON STOCKS (Cost — $948,031) | | | 0 | |
| | | | | | | | |
|
CONVERTIBLE PREFERRED STOCKS — 0.6% |
| | | | | | | | |
|
FINANCIALS — 0.6% |
| | | | | | | | |
| | | | Diversified Financial Services — 0.6% | | | | |
| 1,270 | | | Bank of America Corp., 7.250% (Cost — $1,273,323) | | | 732,790 | |
|
PREFERRED STOCKS — 0.1% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.0% |
| | | | | | | | |
| | | | Media — 0.0% | | | | |
| 2 | | | ION Media Networks Inc., Series B, 12.000%(e)(f)* | | | 0 | |
| | | | | | | | |
See Notes to Financial Statements.
18
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE HIGH INCOME PORTFOLIO |
| | | | | | | | |
SHARES | | | SECURITY | | VALUE | |
|
FINANCIALS — 0.1% |
| | | | | | | | |
| | | | Consumer Finance — 0.1% | | | | |
| | | | | | | | |
| 534 | | | Preferred Blocker Inc., 7.000%(a) | | $ | 160,233 | |
| | | | | | | | |
| | | | Thrifts & Mortgage Finance — 0.0% | | | | |
| 16,625 | | | Federal National Mortgage Association (FNMA), 8.250%(h)* | | | 13,799 | |
| | | | | | | | |
| | | | TOTAL FINANCIALS | | | 174,032 | |
| | | | | | | | |
| | | | TOTAL PREFERRED STOCKS (Cost — $599,120) | | | 174,032 | |
| | | | | | | | |
WARRANTS | | | | | | |
|
WARRANTS — 0.0% |
| | | | | | | | |
| 714 | | | Buffets Restaurant Holdings, Expires 4/28/14(f)* | | | 0 | |
| | | | | | | | |
| 430 | | | Cybernet Internet Services International Inc., Expires 7/1/09(a)(e)(f)* | | | 0 | |
| | | | | | | | |
| 695 | | | GT Group Telecom Inc., Class B Shares, Expires 2/1/10(a)(e)(f)* | | | 0 | |
| | | | | | | | |
| 165 | | | Jazztel PLC, Expires 7/15/10(a)(f)* | | | 0 | |
| | | | | | | | |
| 435 | | | Merrill Corp., Class B Shares, Expires 5/1/09(a)(e)(f)* | | | 0 | |
| | | | | | | | |
| | | | TOTAL WARRANTS (Cost — $107,566) | | | 0 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost — $179,509,416) | | | 127,084,516 | |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | | | | |
|
SHORT-TERM INVESTMENT — 0.6% |
| | | | | | | | |
| | | | Corporate Bond & Note — 0.6% | | | | |
$ | 900,000 | | | GMAC LLC, Senior Notes, 2.788% due 6/30/09(a)(c) (Cost — $828,145) | | | 842,625 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS — 97.1% (Cost — $180,337,561#) | | | 127,927,141 | |
| | | | | | | | |
| | | | Other Assets in Excess of Liabilities — 2.9% | | | 3,887,125 | |
| | | | | | | | |
| | | | TOTAL NET ASSETS — 100.0% | | $ | 131,814,266 | |
| | | | | | | | |
| | |
* | | Non-income producing security. |
(a) | | 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. |
(b) | | Payment-in-kind security for which part of the income earned may be paid as additional principal. |
(c) | | Variable rate security. Interest rate disclosed is that which is in effect at April 30, 2009. |
(d) | | Security is currently in default. |
|
(e) | | Illiquid security. |
(f) | | Security is valued in good faith at fair value by or under the direction of the Board of Trustees (See Note 1). |
(g) | | Security has no maturity date. The date shown represents the next call date. |
(h) | | On September 7, 2008, the Federal Housing Finance Agency placed Fannie Mae and Freddie Mac into conservatorship. |
# | | Aggregate cost for federal income tax purposes is substantially the same. |
|
| | Abbreviation used in this schedule: |
|
|
| | GMAC — General Motors Acceptance Corp. |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
19
Statement of assets and liabilities (unaudited)
April 30, 2009
| | | | |
ASSETS: | | | | |
| | | | |
Investments, at value (Cost — $180,337,561) | | $ | 127,927,141 | |
| | | | |
Dividends and interest receivable | | | 4,557,312 | |
| | | | |
Receivable for securities sold | | | 1,778,523 | |
| | | | |
Prepaid expenses | | | 1,702 | |
| | | | |
Total Assets | | | 134,264,678 | |
| | | | |
LIABILITIES: | | | | |
| | | | |
Payable for securities purchased | | | 2,104,548 | |
| | | | |
Due to custodian | | | 112,641 | |
| | | | |
Investment management fee payable | | | 61,392 | |
| | | | |
Payable for Portfolio shares repurchased | | | 23,053 | |
| | | | |
Trustees’ fees payable | | | 4,379 | |
| | | | |
Accrued expenses | | | 144,399 | |
| | | | |
Total Liabilities | | | 2,450,412 | |
| | | | |
TOTAL NET ASSETS | | $ | 131,814,266 | |
| | | | |
NET ASSETS: | | | | |
| | | | |
Par value (Note 4) | | $ | 293 | |
| | | | |
Paid-in capital in excess of par value | | | 278,184,353 | |
| | | | |
Undistributed net investment income | | | 3,993,441 | |
| | | | |
Accumulated net realized loss on investments and foreign currency transactions | | | (97,953,401 | ) |
| | | | |
Net unrealized depreciation on investments | | | (52,410,420 | ) |
| | | | |
TOTAL NET ASSETS | | $ | 131,814,266 | |
| | | | |
Shares Outstanding | | | 29,264,353 | |
| | | | |
Net Asset Value | | | $4.50 | |
| | | | |
See Notes to Financial Statements.
20
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
Statement of Operations (unaudited)
For the Six Months Ended April 30, 2009
| | | | |
INVESTMENT INCOME: | | | | |
| | | | |
Interest | | $ | 8,888,333 | |
| | | | |
Dividends | | | 69,793 | |
| | | | |
Total Investment Income | | | 8,958,126 | |
| | | | |
EXPENSES: | | | | |
| | | | |
Investment management fee (Note 2) | | | 367,949 | |
| | | | |
Legal fees | | | 38,390 | |
| | | | |
Shareholder reports | | | 32,356 | |
| | | | |
Audit and tax | | | 19,282 | |
| | | | |
Custody fees | | | 3,745 | |
| | | | |
Insurance | | | 2,406 | |
| | | | |
Trustees’ fees | | | 1,649 | |
| | | | |
Transfer agent fees | | | 324 | |
| | | | |
Miscellaneous expenses | | | 2,843 | |
| | | | |
Total Expenses | | | 468,944 | |
| | | | |
NET INVESTMENT INCOME | | | 8,489,182 | |
| | | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3): | | | | |
| | | | |
Net Realized Loss From: | | | | |
| | | | |
Investment transactions | | | (14,995,907 | ) |
| | | | |
Foreign currency transactions | | | (3,567 | ) |
| | | | |
Net Realized Loss | | | (14,999,474 | ) |
| | | | |
Change in Net Unrealized Appreciation/Depreciation | | | 17,448,345 | |
| | | | |
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS | | | 2,448,871 | |
| | | | |
INCREASE IN NET ASSETS FROM OPERATIONS | | $ | 10,938,053 | |
| | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
21
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 | | $ | 8,489,182 | | | $ | 18,838,373 | |
| | | | | | | | |
Net realized loss | | | (14,999,474 | ) | | | (12,743,255 | ) |
| | | | | | | | |
Change in net unrealized appreciation/depreciation | | | 17,448,345 | | | | (63,355,815 | ) |
| | | | | | | | |
Increase (Decrease) in Net Assets From Operations | | | 10,938,053 | | | | (57,260,697 | ) |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | | | | |
| | | | | | | | |
Net investment income | | | (19,000,023 | ) | | | (21,000,029 | ) |
| | | | | | | | |
Decrease in Net Assets From Distributions to Shareholders | | | (19,000,023 | ) | | | (21,000,029 | ) |
| | | | | | | | |
PORTFOLIO SHARE TRANSACTIONS (NOTE 4): | | | | | | | | |
| | | | | | | | |
Net proceeds from sale of shares | | | 278,562 | | | | 513,547 | |
| | | | | | | | |
Reinvestment of distributions | | | 19,000,023 | | | | 21,000,029 | |
| | | | | | | | |
Cost of shares repurchased | | | (15,099,741 | ) | | | (58,988,745 | ) |
| | | | | | | | |
Increase (Decrease) in Net Assets From Portfolio Share Transactions | | | 4,178,844 | | | | (37,475,169 | ) |
| | | | | | | | |
DECREASE IN NET ASSETS | | | (3,883,126 | ) | | | (115,735,895 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
| | | | | | | | |
Beginning of period | | | 135,697,392 | | | | 251,433,287 | |
| | | | | | | | |
End of period* | | $ | 131,814,266 | | | $ | 135,697,392 | |
| | | | | | | | |
* Includes undistributed net investment income of: | | | $3,993,441 | | | | $14,504,282 | |
| | | | | | | | |
See Notes to Financial Statements.
22
Legg Mason Partners Variable High Income 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 | | | 2007 | | | 20062 | | | 20052 | | | 20042 | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | $4.91 | | | | $7.50 | | | | $7.66 | | | | $7.61 | | | | $8.02 | | | | $7.67 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.32 | | | | 0.69 | | | | 0.61 | | | | 0.61 | | | | 0.58 | | | | 0.58 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized and unrealized gain (loss) | | | (0.02 | ) | | | (2.62 | ) | | | (0.17 | ) | | | 0.06 | | | | (0.33 | ) | | | 0.32 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total income (loss) from operations | | | 0.30 | | | | (1.93 | ) | | | 0.44 | | | | 0.67 | | | | 0.25 | | | | 0.90 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.71 | ) | | | (0.66 | ) | | | (0.60 | ) | | | (0.62 | ) | | | (0.66 | ) | | | (0.55 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.71 | ) | | | (0.66 | ) | | | (0.60 | ) | | | (0.62 | ) | | | (0.66 | ) | | | (0.55 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | | $4.50 | | | | $4.91 | | | | $7.50 | | | | $7.66 | | | | $7.61 | | | | $8.02 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total return3 | | | 9.46 | % | | | (28.03 | )% | | | 5.98 | %4 | | | 9.37 | % | | | 3.14 | %5 | | | 12.33 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSETS, END OF PERIOD (MILLIONS) | | | $132 | | | | $136 | | | | $251 | | | | $274 | | | | $287 | | | | $279 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.76 | %6 | | | 0.75 | % | | | 0.69 | %7 | | | 0.67 | % | | | 0.66 | % | | | 0.66 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net expenses | | | 0.76 | 6 | | | 0.75 | 8,9 | | | 0.68 | 7,9 | | | 0.67 | 9 | | | 0.66 | | | | 0.66 | 9 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 13.84 | 6 | | | 9.13 | | | | 7.69 | | | | 7.62 | | | | 7.31 | | | | 7.93 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 26 | % | | | 51 | % | | | 61 | % | | | 73 | % | | | 20 | % | | | 33 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
1 | | For the six months ended April 30, 2009 (unaudited). |
|
2 | | For 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 total return includes a gain from settlement of a security litigation. Without this gain, the total return would have been 5.69%. |
|
5 | | The prior investment manager fully reimbursed the Portfolio for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed. |
|
6 | | Annualized. |
|
7 | | 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 0.67%. |
|
8 | | The impact to the expense ratio was less than 0.01% as a result of fees paid indirectly. |
|
9 | | Reflects fee waivers and/or expense reimbursements. |
See Notes to Financial Statements.
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
23
Notes to financial statements (unaudited)
| |
1. | Organization and significant accounting policies |
Legg Mason Partners Variable High Income Portfolio (the “Portfolio”) is a separate diversified investment series of Legg Mason Partners Variable Income Trust (the “Trust”). The Trust, a Maryland business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
Shares of the 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. 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. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the 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 |
24
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| | |
| • | 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:
| | | | | | | | | | | | | | | | |
| | | | QUOTED
| | OTHER SIGNIFICANT
| | SIGNIFICANT
|
| | | | PRICES
| | OBSERVABLE
| | UNOBSERVABLE
|
| | APRIL 30, 2009 | | (LEVEL 1) | | INPUTS (LEVEL 2) | | INPUTS (LEVEL 3) |
Investments in securities | | $ | 127,927,141 | | | $ | 746,589 | | | $ | 125,860,931 | | | $ | 1,319,621 | |
| | | | | | | | | | | | | | | | |
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 | | $ | 2,616,365 | |
| | | | |
Accrued Premiums/Discounts | | | 23,880 | |
| | | | |
Realized gain (loss) | | | (1,087,493 | )1 |
| | | | |
Change in unrealized appreciation (depreciation) | | | 304,035 | 2 |
| | | | |
Net purchases (sales) | | | 944,951 | |
| | | | |
Transfers in and/or out of level 3 | | | (1,482,117 | ) |
| | | | |
Balance as of April 30, 2009 | | $ | 1,319,621 | |
| | | | |
Net unrealized appreciation (depreciation) for investments in securities still held at the reporting date | | $ | (4,082,273 | )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, 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
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
25
Notes to financial statements (unaudited) continued
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) Credit and market risk. The Portfolio invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Portfolio’s investment in securities rated below investment grade typically involves risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Portfolio. The Portfolio’s investment in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(d) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Portfolio does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
26
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
(e) 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.
(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.
(g) 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.
(h) 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.
(i) 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. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
27
Notes to financial statements (unaudited) continued
the Portfolio’s subadvisers. LMPFA, Western Asset and Western Asset Limited 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, at an annual rate of 0.60% of the Portfolio’s average daily net assets.
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. Western Asset pays Western Asset Limited a subadvisory fee of 0.30% on the assets managed by Western Asset Limited.
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.
During the six months ended April 30, 2009, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| | | | |
Purchases | | $ | 31,772,078 | |
| | | | |
Sales | | | 35,401,442 | |
| | | | |
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 | | $ | 3,502,590 | |
| | | | |
Gross unrealized depreciation | | | (55,913,010 | ) |
| | | | |
Net unrealized depreciation | | $ | (52,410,420 | ) |
| | | | |
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Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
| |
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. Each share represents an identical interest and has the same rights.
Transactions in shares of the Portfolio were as follows:
| | | | | | | | |
| | SIX MONTHS ENDED
| | YEAR ENDED
|
| | APRIL 30, 2009 | | OCTOBER 31, 2008 |
Shares sold | | | 68,427 | | | | 76,500 | |
| | | | | | | | |
Shares issued on reinvestment | | | 5,177,118 | | | | 3,153,158 | |
| | | | | | | | |
Shares repurchased | | | (3,609,688 | ) | | | (9,109,062 | ) |
| | | | | | | | |
Net increase (decrease) | | | 1,635,857 | | | | (5,879,404 | ) |
| | | | | | | | |
| |
5. | Capital loss carryforward |
As of October 31, 2008, the Portfolio had a net capital loss carryforward of approximately $82,275,507, of which $42,940,350 expires in 2009, $21,882,303 expires in 2010, $4,504,039 expires in 2011 and $12,948,815 expires in 2016. These amounts will be available to offset any future taxable capital gains. Additionally, the capital loss carryover is subject to a current limitation of $33,948,138 as a result from an ownership change the Portfolio experienced in a prior year.
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 thereunder (the “Advisers Act”). Specifically, the order found that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
29
Notes to financial statements (unaudited) continued
under which CAM agreed to recommend the appointment of First Data as subtransfer 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 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.
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Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
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 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
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
31
Notes to financial statements (unaudited) continued
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.
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).
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Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
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.
| |
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
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
33
Notes to financial statements (unaudited) continued
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.
34
Legg Mason Partners Variable High Income Portfolio 2009 Semi-Annual Report
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 High 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. At that meeting, the Board, including the Independent Trustees, also approved for an annual period the continuation of a sub-advisory agreement (together with the Sub-Advisory Agreement, the “Sub-Advisory Agreements”) between the Subadviser and Western Asset Management Company Limited (together with the Subadviser, the “Subadvisers”), an affiliate of the Manager and the Subadviser.
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 Agreements 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 Subadvisers, 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 Subadvisers pursuant to the Sub-Advisory Agreements.
Board approval of management agreement and sub-advisory
agreements
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 Agreements. The Independent Trustees also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager were
Legg Mason Partners Variable High Income Portfolio
35
Board approval of management and
subadvisory agreements (unaudited) continued
present. In approving the Management Agreement and Sub-Advisory Agreements, 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 Agreements, 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 agreements
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadvisers under the Management Agreement and the Sub-Advisory Agreements, 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 Subadvisers 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 Subadvisers, 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 Subadvisers 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 Subadvisers 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 Subadvisers.
The Board considered the division of responsibilities between the Manager and the Subadvisers and the oversight provided by the Manager. The Board also considered the Manager’s and the Subadvisers’ 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 Agreements were satisfactory.
36
Legg Mason Partners Variable High Income Portfolio
Fund performance
The Board received and considered performance information for the Fund as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark 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 high current yield 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 below the median. The Board noted the explanations from the Manager concerning the underperformance versus the peer group and any plans to address such underperformance.
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 improve performance.
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 Subadvisers. In addition, the Board noted that the compensation paid to the Subadvisers is paid by the Manager, not the Fund, and, accordingly, that the retention of the Subadvisers 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
Legg Mason Partners Variable High Income Portfolio
37
Board approval of management and
subadvisory agreements (unaudited) continued
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 Subadvisers’ 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 as high current yield 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 below the median. The Board noted that the Fund’s actual total expense ratio was below the median.
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 Agreements.
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 Fund’s Contractual Management Fee is approximately equivalent to the asset-weighted average of management fees paid by the funds in the Expense Group at all asset levels and that the Actual Management Fee is below the median of the Expense Group. The Board also considered the fact that the Manager pays the subadvisory fee out of the management fee.
38
Legg Mason Partners Variable High Income Portfolio
The Board determined that the management fee structure for the Fund was reasonable.
Other benefits to the manager and the subadvisers
The Board considered other benefits received by the Manager, the Subadvisers 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 Subadvisers 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 Agreements would be in the best interests of the Fund’s shareholders and approved the continuation of such agreements for another year.
Legg Mason Partners Variable High Income Portfolio
39
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Legg Mason Partners
Variable High 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
Subadvisers
Western Asset Management
Company
Western Asset Management
Company Limited
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 High Income Portfolio
The Portfolio is a separate investment series of Legg Mason Partners Variable Income Trust, a Maryland business trust.
LEGG MASON PARTNERS VARIABLE HIGH 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 High 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 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/0000950123-09-017241/y77420y7742001.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
FD04231 6/09 SR09-840
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 25, 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 25, 2009
| | | | |
By: | | /s/ Frances M. Guggino (Frances M. Guggino) | | |
| | Chief Financial Officer of | | |
| | Legg Mason Partners Variable Income Trust | | |
Date: June 25, 2009