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: December 31
Date of reporting period: June 30, 2009
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
SEMI-ANNUAL REPORT / JUNE 30, 2009
Legg Mason Partners
Variable Global High
Yield Bond Portfolio
Managed by WESTERN ASSET
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Portfolio objective
The Portfolio seeks to maximize total return, consistent with the preservation of capital.
Portfolio name change
During the fourth quarter of 2009, it is expected that the Portfolio’s name will change to Legg Mason Western Asset Variable Global High Yield Bond Portfolio. There will be no change in the Portfolio’s investment objective or investment policies as a result of the name change.
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 | | 25 |
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Statement of operations | | 26 |
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Statements of changes in net assets | | 27 |
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Financial highlights | | 28 |
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Notes to financial statements | | 30 |
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager. Western Asset Management Company (“Western Asset”), Western Asset Management Company Limited (“Western Asset Limited”) and Western Asset Management Company Pte. Ltd. in Singapore (“Western Singapore”) are the Portfolio’s subadvisers. LMPFA, Western Asset, Western Asset Limited and Western Singapore are wholly-owned subsidiaries of Legg Mason, Inc.
Letter from the chairman
Dear Shareholder,
The U.S. economy remained weak during the six-month reporting period ended June 30, 2009. Looking back, the U.S. Department of Commerce reported that third and fourth quarter 2008 U.S. gross domestic product (“GDP”)i contracted 2.7% and 5.4%, respectively. Economic contraction has continued in 2009 as GDP fell 6.4% during the first quarter and the advance estimate for the second quarter is a 1.0% decline. The economy’s more modest contraction in the second quarter was due, in part, to smaller declines in exports and business spending.
The U.S. recession, which began in December 2007, now has the dubious distinction of being the lengthiest since the Great Depression. Contributing to the economy’s troubles has been extreme weakness in the labor market. Since December 2007, approximately six and a half million jobs have been shed and we have experienced eighteen consecutive months of job losses. In addition, the unemployment rate continued to move steadily higher, rising from 9.4% in May to 9.5% in June 2009, to reach its highest rate since August 1983.
Another strain on the economy, the housing market, may finally be getting closer to reaching a bottom. After plunging late in 2008, new single-family home starts have been fairly stable in recent months and, while home prices have continued to fall, the pace of the decline has moderated somewhat. Other recent economic news also seemed to be “less negative.” Inflation remained low, manufacturing contracted at a slower pace and inventory levels were drawn down.
Ongoing issues related to the housing and subprime mortgage markets and seizing credit markets prompted the Federal Reserve Board (“Fed”)ii to take aggressive and, in some cases, unprecedented actions. After reducing the federal funds rateiii from 5.25% in August 2007 to a range of 0 to 1/4 percent in December 2008—a historic low—the Fed has maintained this stance thus far in 2009. In conjunction with its June meeting, the Fed stated that it “will maintain the target range for the federal funds rate at 0 to 1/4 percent and
Legg Mason Partners Variable Global High Yield Bond Portfolio
I
Letter from the chairman continued
continues to anticipate that economic conditions are likely to warrant exceptionally low levels of the federal funds rate for an extended period.”
In addition to maintaining extremely low short-term interest rates, the Fed took several actions to improve liquidity in the credit markets. Back in September 2008, it announced an $85 billion rescue plan for ailing AIG and pumped $70 billion into the financial system as Lehman Brothers’ bankruptcy and mounting troubles at other financial firms roiled the markets. More recently, the Fed has taken additional measures to thaw the frozen credit markets, including the purchase of debt issued by Fannie Mae and Freddie Mac, as well as introducing the Term Asset-Backed Securities Loan Facility (“TALF”). In March 2009, the Fed continued to pursue aggressive measures as it announced its intentions to:
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• | Purchase up to an additional $750 billion of agency mortgage-backed securities, bringing its total purchases of these securities to up to $1.25 trillion in 2009. |
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• | Increase its purchases of agency debt this year by up to $100 billion to a total of up to $200 billion. |
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• | Buy up to $300 billion of longer-term Treasury securities over the next six months. |
The U.S. Department of the Treasury has also taken an active role in attempting to stabilize the financial system, as it orchestrated the government’s takeover of mortgage giants Fannie Mae and Freddie Mac in September 2008. In October, the Treasury’s $700 billion Troubled Asset Relief Program (“TARP”) was approved by Congress and signed into law by former President Bush. Then, in March 2009, Treasury Secretary Geithner introduced the Public-Private Partnership Investment Program (“PPIP”), which is intended to facilitate the purchase 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.
Both short- and long-term Treasury yields fluctuated during the reporting period. This was often prompted by changing perceptions regarding the economy, future Fed policy decisions and the government’s initiatives to stabilize the financial system. When the period began, Treasury yields were extremely low, given numerous “flights to quality” in 2008 that were triggered by the financial crisis. After starting the period at 0.76% and 2.25%, respectively, two- and ten-year Treasury yields drifted even lower (and their prices higher) in mid-January 2009. Yields then generally moved higher (and their prices lower) until early June. Two- and ten-year yields peaked at 1.42% and 3.98%, respectively, before falling and ending the reporting period at 1.11% and 3.53%. Over the six months ended June 30, 2009, longer-term
II
Legg Mason Partners Variable Global High Yield Bond Portfolio
yields moved higher than their shorter-term counterparts due to fears of future inflation given the government’s massive stimulus program. In a reversal from 2008, investor risk aversion faded as the six-month reporting period progressed, driving spread sector (non-Treasury) prices higher. For the six-month period ended June 30, 2009, the Barclays Capital U.S. Aggregate Indexiv returned 1.90%.
The high-yield bond market produced outstanding results over the six months ended June 30, 2009. After generating poor results in 2008, the asset class posted positive returns during five of the six 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 June 30, 2009, the Citigroup High Yield Market Indexv returned 28.60%.
Emerging market debt prices 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 June 30, 2009, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vi returned 14.56%.
Performance review
For the six months ended June 30, 2009, Class I shares of Legg Mason Partners Variable Global High Yield Bond Portfolio1 returned 26.80%. The Portfolio’s new unmanaged benchmark, the Barclays Capital Global High Yield Index (Hedged)vii, and its former unmanaged benchmark, the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Indexviii, returned 30.08% and 30.92%, respectively, for the same period. The Lipper Variable High Current Yield Funds Category Average2 returned 20.55% over the same time frame.
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 June 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.
Legg Mason Partners Variable Global High Yield Bond Portfolio
III
Letter from the chairman continued
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| PERFORMANCE SNAPSHOT as of June 30, 2009 (unaudited) |
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| | 6 MONTHS
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| | (not annualized) |
Variable Global High Yield Bond Portfolio1 — Class I Shares | | | 26.80% | |
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Barclays Capital Global High Yield Index (Hedged) | | | 30.08% | |
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Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index | | | 30.92% | |
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Lipper Variable High Current Yield Funds Category Average2 | | | 20.55% | |
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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.
Class II shares returned 26.57% over the six months ended June 30, 2009. All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Portfolio expenses.
Performance figures reflect expense reimbursements and/or fee waivers, without which the performance would have been lower.
The 30-Day SEC Yields for the period ended June 30, 2009 for Class I and II shares were 12.08% and 11.67%, respectively. Current expense reimbursements and/or fee waivers are voluntary and may be reduced or terminated at any time. Absent current expense reimbursements and/or fee waivers, the 30-Day SEC Yields for Class I and II shares were 12.08% and 11.65%, respectively. 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 April 30, 2009, the gross total operating expense ratios for Class I and Class II shares were 0.99% and 1.21%, respectively.
Actual expenses may be higher. For example, expenses may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Portfolio expense ratios are more likely to increase when markets are volatile.
Special shareholder notice
Effective April 28, 2009, the Portfolio’s benchmark was changed from the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index to the Barclays Capital Global High Yield Index (Hedged) to better reflect the composition of the Portfolio’s holdings.
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 June 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 Global High Yield Bond Portfolio
A special note regarding increased market volatility
Dramatically higher volatility in the financial markets has been very challenging for many investors. Market movements have been rapid—sometimes in reaction to economic news, and sometimes creating the news. In the midst of this evolving market environment, we at Legg Mason want to do everything we can to help you reach your financial goals. Now, as always, we remain committed to providing you with excellent service and a full spectrum of investment choices. Rest assured, we will continue to work hard to ensure that our investment managers make every effort to deliver strong long-term results.
We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our enhanced website, www.leggmason.com/individualinvestors. Here you can gain immediate access to many special features to help guide you through difficult times, including:
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• | Market insights and commentaries from our portfolio managers and | |
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• | A host of educational resources. | |
During periods of market unrest, it is especially important to work closely with your financial advisor and remember that reaching one’s investment goals unfolds over time and through multiple market cycles. Time and again, history has shown that, over the long run, the markets have eventually recovered and grown.
Information about your portfolio
Important information with regard to certain 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
July 31, 2009
Legg Mason Partners Variable Global High Yield Bond Portfolio
V
Letter from the chairman continued
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: Investments in bonds are subject to interest rate and credit risks. As interest rates rise, bond prices fall, reducing the value of the Portfolio’s share price. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. These risks are magnified in emerging or developing markets. 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 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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iii | | 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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iv | | 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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v | | The Citigroup High Yield Market Index is a broad-based unmanaged index of high-yield securities. |
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vi | | 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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vii | | The Barclays Capital (formerly Lehman Brothers) Global High Yield Index (Hedged) provides a broad-based measure of the global high-yield fixed-income markets, representing the union of the U.S. High-Yield, Pan-European High-Yield, U.S. Emerging Markets High-Yield, CMBS High-Yield and Pan European Emerging Markets High-Yield Indices. |
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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. |
VI
Legg Mason Partners Variable Global High Yield Bond Portfolio
Portfolio at a glance (unaudited)
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| INVESTMENT BREAKDOWN (%) As a percent of total investments |
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
1
Portfolio expenses (unaudited)
Example
As a shareholder of the Portfolio, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested on January 1, 2009 and held for the six months ended June 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 |
Class I | | | 26.80 | % | | $ | 1,000.00 | | | $ | 1,268.00 | | | | 0.89 | % | | $ | 5.00 | |
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Class II | | | 26.57 | | | | 1,000.00 | | | | 1,265.70 | | | | 1.25 | | | | 7.02 | |
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1 | | For the six months ended June 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. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. |
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3 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
2
Legg Mason Partners Variable Global High Yield Bond 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 |
Class I | | | 5.00 | % | | $ | 1,000.00 | | | $ | 1,020.38 | | | | 0.89 | % | | $ | 4.46 | |
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Class II | | | 5.00 | | | | 1,000.00 | | | | 1,018.60 | | | | 1.25 | | | | 6.26 | |
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1 | | For the six months ended June 30, 2009. |
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2 | | Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. |
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
3
Schedule of investments (unaudited)
June 30, 2009
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| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
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FACE
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AMOUNT† | | | SECURITY | | VALUE | |
|
CORPORATE BONDS & NOTES — 90.7% |
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|
CONSUMER DISCRETIONARY — 17.1% |
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| | | | Auto Components — 0.7% | | | | |
| 520,000 | | | Allison Transmission Inc., Senior Notes, 11.250% due 11/1/15(a)(b) | | $ | 366,600 | |
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| 420,000 | EUR | | Europcar Groupe SA, Senior Secured Subordinated Bonds, 4.781% due 5/15/13(a)(c) | | | 347,577 | |
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| 185,000 | | | Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13 | | | 61,975 | |
| | | | | | | | |
| | | | Visteon Corp., Senior Notes: | | | | |
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| 615,000 | | | 8.250% due 8/1/10(d) | | | 21,525 | |
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| 845,000 | | | 12.250% due 12/31/16(a)(d) | | | 33,800 | |
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| | | | Total Auto Components | | | 831,477 | |
| | | | | | | | |
| | | | Automobiles — 0.2% | | | | |
| | | | General Motors Corp.: | | | | |
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| 200,000 | | | Notes, 7.200% due 1/15/11(d) | | | 26,000 | |
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| 1,690,000 | | | Senior Debentures, 8.375% due 7/15/33(d) | | | 223,925 | |
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| | | | Total Automobiles | | | 249,925 | |
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| | | | Diversified Consumer Services — 1.1% | | | | |
| 950,000 | | | Education Management LLC/Education Management Finance Corp., Senior Subordinated Notes, 10.250% due 6/1/16 | | | 933,375 | |
| | | | | | | | |
| | | | Service Corp. International, Senior Notes: | | | | |
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| 135,000 | | | 7.625% due 10/1/18 | | | 125,888 | |
| | | | | | | | |
| 235,000 | | | 7.500% due 4/1/27 | | | 185,650 | |
| | | | | | | | |
| | | | Total Diversified Consumer Services | | | 1,244,913 | |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 4.9% | | | | |
| 290,000 | | | Ameristar Casinos Inc., Senior Notes, 9.250% due 6/1/14(a) | | | 297,250 | |
| | | | | | | | |
| | | | Boyd Gaming Corp., Senior Subordinated Notes: | | | | |
| | | | | | | | |
| 110,000 | | | 6.750% due 4/15/14 | | | 89,650 | |
| | | | | | | | |
| 90,000 | | | 7.125% due 2/1/16 | | | 67,162 | |
| | | | | | | | |
| 790,000 | | | Caesars Entertainment Inc., Senior Subordinated Notes, 8.125% due 5/15/11 | | | 659,650 | |
| | | | | | | | |
| 244,000 | | | Choctaw Resort Development Enterprise, Senior Notes, 7.250% due 11/15/19(a) | | | 140,300 | |
| | | | | | | | |
| 170,000 | | | Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12 | | | 165,750 | |
| | | | | | | | |
| 380,000 | | | Downstream Development Quapaw, Senior Notes, 12.000% due 10/15/15(a) | | | 207,100 | |
| | | | | | | | |
| | | | El Pollo Loco Inc.: | | | | |
| | | | | | | | |
| 505,000 | | | Senior Notes, 11.750% due 11/15/13 | | | 406,525 | |
| | | | | | | | |
| 150,000 | | | Senior Secured Notes, 11.750% due 12/1/12(a) | | | 154,500 | |
| | | | | | | | |
See Notes to Financial Statements.
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Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
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| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
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FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Hotels, Restaurants & Leisure — 4.9% continued | | | | |
| | | | | | | | |
| 265,000 | | | Fontainebleau Las Vegas Holdings LLC/Fontainebleau Las Vegas Capital Corp., 10.250% due 6/15/15(a)(d) | | $ | 11,263 | |
| | | | | | | | |
| | | | Harrah’s Operating Co. Inc.: | | | | |
| | | | | | | | |
| 151,000 | | | Senior Notes, 10.750% due 2/1/16 | | | 73,990 | |
| | | | | | | | |
| 34,000 | | | Senior Secured Notes, 10.000% due 12/15/18(a) | | | 19,720 | |
| | | | | | | | |
| 545,000 | | | Harrahs Operating Escrow LLC/Harrahs Escrow Corp., Senior Secured Notes, 11.250% due 6/1/17(a) | | | 517,750 | |
| | | | | | | | |
| 480,000 | | | Indianapolis Downs LLC & Capital Corp., Senior Secured Notes, 11.000% due 11/1/12(a) | | | 374,400 | |
| | | | | | | | |
| 890,000 | | | Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10(d) | | | 360,450 | |
| | | | | | | | |
| | | | MGM MIRAGE Inc.: | | | | |
| | | | | | | | |
| 15,000 | | | Notes, 6.750% due 9/1/12 | | | 10,725 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 30,000 | | | 8.500% due 9/15/10 | | | 27,375 | |
| | | | | | | | |
| 20,000 | | | 6.625% due 7/15/15 | | | 13,150 | |
| | | | | | | | |
| | | | Senior Secured Notes: | | | | |
| | | | | | | | |
| 35,000 | | | 10.375% due 5/15/14(a) | | | 36,488 | |
| | | | | | | | |
| 85,000 | | | 11.125% due 11/15/17(a) | | | 90,525 | |
| | | | | | | | |
| 625,000 | | | Senior Subordinated Notes, 8.375% due 2/1/11 | | | 503,125 | |
| | | | | | | | |
| | | | Mohegan Tribal Gaming Authority, Senior Subordinated Notes: |
| | | | | | | | |
| 400,000 | | | 6.375% due 7/15/09 | | | 391,000 | |
| | | | | | | | |
| 55,000 | | | 6.875% due 2/15/15 | | | 36,025 | |
| | | | | | | | |
| 325,000 | | | Sbarro Inc., Senior Notes, 10.375% due 2/1/15 | | | 199,875 | |
| | | | | | | | |
| | | | Snoqualmie Entertainment Authority, Senior Secured Notes: | | | | |
| | | | | | | | |
| 235,000 | | | 5.384% due 2/1/14(a)(c) | | | 113,975 | |
| | | | | | | | |
| 40,000 | | | 9.125% due 2/1/15(a) | | | 21,000 | |
| | | | | | | | |
| | | | Station Casinos Inc.: | | | | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 465,000 | | | 6.000% due 4/1/12(e) | | | 162,750 | |
| | | | | | | | |
| 555,000 | | | 7.750% due 8/15/16(e) | | | 194,250 | |
| | | | | | | | |
| 75,000 | | | Senior Subordinated Notes, 6.625% due 3/15/18(e) | | | 1,875 | |
| | | | | | | | |
| 210,000 | | | Wendy’s/Arby’s Restaurants LLC, Senior Notes, 10.000% due 7/15/16(a) | | | 201,862 | |
| | | | | | | | |
| | | | Total Hotels, Restaurants & Leisure | | | 5,549,460 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
5
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Hotels, Restaurants & Leisure — 4.9% continued | | | Household Durables — 1.6% | |
| 35,000 | | | American Greetings Corp., Senior Notes, 7.375% due 6/1/16 | | $ | 25,200 | |
| | | | | | | | |
| 840,000 | | | K Hovnanian Enterprises Inc., Senior Notes, 11.500% due 5/1/13 | | | 730,800 | |
| | | | | | | | |
| 900,000 | | | Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11 | | | 895,500 | |
| | | | | | | | |
| 210,000 | | | Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, 9.750% due 9/1/12 | | | 197,400 | |
| | | | | | | | |
| | | | Total Household Durables | | | 1,848,900 | |
| | | | | | | | |
| | | | Leisure Equipment & Products — 0.4% | | | | |
| 340,000 | EUR | | Cirsa Capital Luxembourg, 7.875% due 7/15/12(a) | | | 379,136 | |
| | | | | | | | |
| 105,000 | | | WMG Acquisition Corp., Senior Secured Notes, 9.500% due 6/15/16(a) | | | 105,000 | |
| | | | | | | | |
| | | | Total Leisure Equipment & Products | | | 484,136 | |
| | | | | | | | |
| | | | Media — 5.7% | | | | |
| | | | Affinion Group Inc.: | | | | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 160,000 | | | 10.125% due 10/15/13 | | | 148,800 | |
| | | | | | | | |
| 60,000 | | | 10.125% due 10/15/13(a) | | | 55,800 | |
| | | | | | | | |
| 1,100,000 | | | Senior Subordinated Notes, 11.500% due 10/15/15 | | | 946,000 | |
| | | | | | | | |
| 85,000 | | | AMC Entertainment Inc., Senior Notes, 8.750% due 6/1/19(a) | | | 80,325 | |
| | | | | | | | |
| 110,000 | | | Cablevision Systems Corp., Senior Notes, 8.000% due 4/15/12 | | | 109,450 | |
| | | | | | | | |
| | | | CCH I LLC/CCH I Capital Corp.: | | | | |
| | | | | | | | |
| 180,000 | | | Senior Notes, 11.000% due 10/1/15(d)(e) | | | 21,600 | |
| | | | | | | | |
| 1,339,000 | | | Senior Secured Notes, 11.000% due 10/1/15(d)(e) | | | 167,375 | |
| | | | | | | | |
| 332,000 | | | CCH II LLC/CCH II Capital Corp., Senior Notes, 10.250% due 10/1/13(d)(e) | | | 350,260 | |
| | | | | | | | |
| | | | Cengage Learning Acquisitions Inc.: | | | | |
| | | | | | | | |
| 125,000 | | | Senior Notes, 10.500% due 1/15/15(a) | | | 101,875 | |
| | | | | | | | |
| 450,000 | | | Senior Subordinated Notes, step bond to yield 13.350% due 7/15/15(a) | | | 330,750 | |
| | | | | | | | |
| 110,000 | | | Charter Communications Holdings LLC, Senior Discount Notes, 12.125% due 1/15/12(d)(e) | | | 1,650 | |
| | | | | | | | |
| 120,000 | | | Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Discount Notes, 11.750% due 5/15/11(d)(e) | | | 960 | |
| | | | | | | | |
| 555,000 | | | Charter Communications Inc., Senior Secured Notes, 10.875% due 9/15/14(a)(d)(e) | | | 577,200 | |
| | | | | | | | |
| 38,000 | | | CMP Susquehanna Corp., 4.774% due 5/15/14(c)(f) | | | 16,150 | |
| | | | | | | | |
See Notes to Financial Statements.
6
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Media — 5.7% continued | | | | |
| | | | | | | | |
| | | | CSC Holdings Inc., Senior Notes: | | | | |
| | | | | | | | |
| 230,000 | | | 7.625% due 4/1/11 | | $ | 228,850 | |
| | | | | | | | |
| 285,000 | | | 8.500% due 6/15/15(a) | | | 281,437 | |
| | | | | | | | |
| 255,000 | | | Dex Media West LLC/Dex Media Finance Co., Senior Notes, 8.500% due 8/15/10(d) | | | 184,875 | |
| | | | | | | | |
| | | | DIRECTV Holdings LLC/DIRECTV Financing Co. Inc., Senior Notes: | | | | |
| | | | | | | | |
| 15,000 | | | 8.375% due 3/15/13 | | | 15,113 | |
| | | | | | | | |
| 70,000 | | | 7.625% due 5/15/16 | | | 68,425 | |
| | | | | | | | |
| | | | DISH DBS Corp., Senior Notes: | | | | |
| | | | | | | | |
| 160,000 | | | 7.000% due 10/1/13 | | | 152,800 | |
| | | | | | | | |
| 250,000 | | | 6.625% due 10/1/14 | | | 231,250 | |
| | | | | | | | |
| 400,000 | | | Globo Communicacoes e Participacoes SA, Bonds, 7.250% due 4/26/22(a) | | | 392,000 | |
| | | | | | | | |
| 645,000 | | | Idearc Inc., Senior Notes, 8.000% due 11/15/16(d) | | | 20,156 | |
| | | | | | | | |
| 175,000 | | | ITV PLC, 10.000% due 6/30/14 | | | 228,267 | |
| | | | | | | | |
| 254,821 | | | Media Nusantara Citra BV, Senior Secured Notes, 10.750% due 9/12/11 | | | 206,486 | |
| | | | | | | | |
| 400,000 | | | Sun Media Corp., Senior Notes, 7.625% due 2/15/13 | | | 265,000 | |
| | | | | | | | |
| | | | Univision Communications Inc.: | | | | |
| | | | | | | | |
| 145,000 | | | Senior Notes, 7.850% due 7/15/11 | | | 143,550 | |
| | | | | | | | |
| 440,000 | | | Senior Secured Notes, 12.000% due 7/1/14(a) | | | 434,500 | |
| | | | | | | | |
| | | | UPC Holding BV, Senior Notes: | | | | |
| | | | | | | | |
| 260,000 | EUR | | 8.000% due 11/1/16(a) | | | 308,162 | |
| | | | | | | | |
| 140,000 | | | 9.875% due 4/15/18(a) | | | 133,875 | |
| | | | | | | | |
| 295,000 | | | Virgin Media Finance PLC, Senior Notes, 9.125% due 8/15/16 | | | 285,413 | |
| | | | | | | | |
| | | | Total Media | | | 6,488,354 | |
| | | | | | | | |
| | | | Multiline Retail — 0.8% | | | | |
| | | | Neiman Marcus Group Inc.: | | | | |
| | | | | | | | |
| 1,102,543 | | | Senior Notes, 9.000% due 10/15/15(b) | | | 656,013 | |
| | | | | | | | |
| 300,000 | | | Senior Secured Notes, 7.125% due 6/1/28 | | | 183,000 | |
| | | | | | | | |
| | | | Total Multiline Retail | | | 839,013 | |
| | | | | | | | |
| | | | Specialty Retail — 1.2% | | | | |
| 215,000 | | | AutoNation Inc., Senior Notes, 3.131% due 4/15/13(c) | | | 190,544 | |
| | | | | | | | |
| 640,000 | | | Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12 | | | 310,400 | |
| | | | | | | | |
| 450,000 | EUR | | Edcon Proprietary Ltd., Senior Notes, 4.527% due 6/15/14(a)(c) | | | 369,247 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
7
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Specialty Retail — 1.2% continued | | | | |
| | | | | | | | |
| 300,000 | | | Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15 | | $ | 301,500 | |
| | | | | | | | |
| 35,000 | | | Limited Brands Inc., Senior Notes, 8.500% due 6/15/19(a) | | | 33,588 | |
| | | | | | | | |
| 225,000 | | | Michaels Stores Inc., Senior Notes, 10.000% due 11/1/14 | | | 190,125 | |
| | | | | | | | |
| | | | Total Specialty Retail | | | 1,395,404 | |
| | | | Textiles, Apparel & Luxury Goods — 0.5% | | | | |
| 535,000 | | | Oxford Industries Inc., Senior Secured Notes, 11.375% due 7/15/15(a) | | | 532,325 | |
| | | | | | | | |
| | | | TOTAL CONSUMER DISCRETIONARY | | | 19,463,907 | |
|
CONSUMER STAPLES — 1.7% |
| | | | | | | | |
| | | | Food Products — 0.4% | | | | |
| 505,000 | | | Dole Food Co. Inc., Senior Notes, 7.250% due 6/15/10 | | | 499,950 | |
| | | | | | | | |
| | | | Household Products — 0.3% | | | | |
| 145,000 | | | American Achievement Corp., Senior Subordinated Notes, 8.250% due 4/1/12(a) | | | 136,300 | |
| | | | | | | | |
| 150,000 | | | Visant Holding Corp., Senior Notes, 8.750% due 12/1/13 | | | 148,125 | |
| | | | | | | | |
| | | | Total Household Products | | | 284,425 | |
| | | | | | | | |
| | | | Tobacco — 1.0% | | | | |
| | | | Alliance One International Inc., Senior Notes: | | | | |
| | | | | | | | |
| 255,000 | | | 8.500% due 5/15/12 | | | 253,087 | |
| | | | | | | | |
| 445,000 | | | 11.000% due 5/15/12 | | | 467,250 | |
| | | | | | | | |
| 480,000 | | | 10.000% due 7/15/16(a) | | | 457,200 | |
| | | | | | | | |
| | | | Total Tobacco | | | 1,177,537 | |
| | | | | | | | |
| | | | TOTAL CONSUMER STAPLES | | | 1,961,912 | |
|
ENERGY — 13.3% |
| | | | | | | | |
| | | | Energy Equipment & Services — 0.9% | | | | |
| 190,000 | | | Complete Production Services Inc., Senior Notes, 8.000% due 12/15/16 | | | 163,400 | |
| | | | | | | | |
| 230,000 | | | GulfMark Offshore Inc., Senior Subordinated Notes, 7.750% due 7/15/14 | | | 211,600 | |
| | | | | | | | |
| 360,000 | | | Key Energy Services Inc., Senior Notes, 8.375% due 12/1/14 | | | 319,500 | |
| | | | | | | | |
| 300,000 | | | Sonat Inc., Notes, 7.625% due 7/15/11 | | | 295,450 | |
| | | | | | | | |
| 60,000 | | | Southern Natural Gas Co., Senior Notes, 8.000% due 3/1/32 | | | 63,787 | |
| | | | | | | | |
| | | | Total Energy Equipment & Services | | | 1,053,737 | |
| | | | | | | | |
| | | | Oil, Gas & Consumable Fuels — 12.4% | | | | |
| 520,000 | | | Atlas Pipeline Partners LP, Senior Notes, 8.750% due 6/15/18 | | | 358,800 | |
| | | | | | | | |
| 1,450,000 | | | Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12 | | | 1,181,750 | |
| | | | | | | | |
See Notes to Financial Statements.
8
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Oil, Gas & Consumable Fuels — 12.4% continued | | | | |
| | | | | | | | |
| 205,000 | | | Berry Petroleum Co., Senior Notes, 10.250% due 6/1/14 | | $ | 208,075 | |
| | | | | | | | |
| | | | Chesapeake Energy Corp., Senior Notes: | | | | |
| | | | | | | | |
| 60,000 | | | 6.375% due 6/15/15 | | | 53,700 | |
| | | | | | | | |
| 150,000 | | | 6.500% due 8/15/17 | | | 126,750 | |
| | | | | | | | |
| 485,000 | | | 6.250% due 1/15/18 | | | 404,975 | |
| | | | | | | | |
| 450,000 | | | 7.250% due 12/15/18 | | | 393,750 | |
| | | | | | | | |
| 300,000 | | | Compagnie Generale de Geophysique SA, Senior Notes, 7.750% due 5/15/17 | | | 274,500 | |
| | | | | | | | |
| 40,000 | | | Compagnie Generale de Geophysique-Veritas, Senior Notes, 9.500% due 5/15/16(a) | | | 40,100 | |
| | | | | | | | |
| 1,119,759 | | | Corral Petroleum Holdings AB, Senior Secured Subordinated Bonds, 6.131% due 4/15/10(a)(b)(c) | | | 655,059 | |
| | | | | | | | |
| 275,000 | | | El Paso Corp., Notes, 7.875% due 6/15/12 | | | 271,119 | |
| | | | | | | | |
| 100,000 | | | Encore Acquisition Co., Senior Subordinated Notes, 9.500% due 5/1/16 | | | 99,000 | |
| | | | | | | | |
| 525,000 | | | Enterprise Products Operating LLP, Junior Subordinated Notes, 8.375% due 8/1/66(c) | | | 423,149 | |
| | | | | | | | |
| 800,000 | | | EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11 | | | 780,000 | |
| | | | | | | | |
| 385,000 | | | Forest Oil Corp., Senior Notes, 8.500% due 2/15/14(a) | | | 380,187 | |
| | | | | | | | |
| 125,000 | | | Inergy LP/Inergy Finance Corp., Senior Notes, 8.250% due 3/1/16 | | | 119,688 | |
| | | | | | | | |
| 705,000 | | | International Coal Group Inc., Senior Notes, 10.250% due 7/15/14 | | | 500,550 | |
| | | | | | | | |
| 580,000 | | | KazMunaiGaz Finance Sub B.V., Senior Notes, 8.375% due 7/2/13(a) | | | 542,868 | |
| | | | | | | | |
| 250,000 | | | LUKOIL International Finance BV, Notes, 6.356% due 6/7/17(a) | | | 223,750 | |
| | | | | | | | |
| | | | Mariner Energy Inc., Senior Notes: | | | | |
| | | | | | | | |
| 135,000 | | | 7.500% due 4/15/13 | | | 123,525 | |
| | | | | | | | |
| 225,000 | | | 8.000% due 5/15/17 | | | 187,875 | |
| | | | | | | | |
| 1,045,000 | | | MarkWest Energy Partners LP/MarkWest Energy Finance Corp., Senior Notes, 8.750% due 4/15/18 | | | 909,150 | |
| | | | | | | | |
| | | | OPTI Canada Inc., Senior Secured Notes: | | | | |
| | | | | | | | |
| 250,000 | | | 7.875% due 12/15/14 | | | 163,125 | |
| | | | | | | | |
| 10,000 | | | 8.250% due 12/15/14 | | | 6,650 | |
| | | | | | | | |
| 690,000 | | | Parallel Petroleum Corp., Senior Notes, 10.250% due 8/1/14 | | | 500,250 | |
| | | | | | | | |
| 550,000 | | | Parker Drilling Co., Senior Notes, 9.625% due 10/1/13 | | | 511,500 | |
| | | | | | | | |
| | | | Petrohawk Energy Corp., Senior Notes: | | | | |
| | | | | | | | |
| 290,000 | | | 9.125% due 7/15/13 | | | 290,000 | |
| | | | | | | | |
| 170,000 | | | 7.875% due 6/1/15 | | | 158,100 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
9
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Oil, Gas & Consumable Fuels — 12.4% continued | | | | |
| | | | | | | | |
| 450,000 | | | Petroplus Finance Ltd., Senior Notes, 6.750% due 5/1/14(a) | | $ | 389,250 | |
| | | | | | | | |
| 320,000 | | | Plains Exploration & Production Co., Senior Notes, 10.000% due 3/1/16 | | | 330,400 | |
| | | | | | | | |
| | | | Quicksilver Resources Inc., Senior Notes: | | | | |
| | | | | | | | |
| 360,000 | | | 8.250% due 8/1/15 | | | 322,200 | |
| | | | | | | | |
| 50,000 | | | 11.750% due 1/1/16 | | | 52,000 | |
| | | | | | | | |
| | | | SandRidge Energy Inc., Senior Notes: | | | | |
| | | | | | | | |
| 1,095,000 | | | 8.625% due 4/1/15(b) | | | 988,237 | |
| | | | | | | | |
| 75,000 | | | 8.000% due 6/1/18(a) | | | 64,500 | |
| | | | | | | | |
| 965,000 | | | SemGroup LP, Senior Notes, 8.750% due 11/15/15(a)(d)(e) | | | 43,425 | |
| | | | | | | | |
| 250,000 | | | Stone Energy Corp., Senior Subordinated Notes, 6.750% due 12/15/14 | | | 158,750 | |
| | | | | | | | |
| 110,000 | | | Targa Resources Partners LP, Senior Notes, 8.250% due 7/1/16 | | | 93,775 | |
| | | | | | | | |
| 640,000 | | | Teekay Corp., Senior Notes, 8.875% due 7/15/11 | | | 638,400 | |
| | | | | | | | |
| 370,000 | | | VeraSun Energy Corp., Senior Notes, 9.375% due 6/1/17(d) | | | 44,863 | |
| | | | | | | | |
| 330,000 | | | W&T Offshore Inc., Senior Notes, 8.250% due 6/15/14(a) | | | 255,750 | |
| | | | | | | | |
| | | | Whiting Petroleum Corp., Senior Subordinated Notes: | | | | |
| | | | | | | | |
| 75,000 | | | 7.250% due 5/1/12 | | | 72,188 | |
| | | | | | | | |
| 250,000 | | | 7.000% due 2/1/14 | | | 233,125 | |
| | | | | | | | |
| | | | Williams Cos. Inc., Notes: | | | | |
| | | | | | | | |
| 5,000 | | | 7.875% due 9/1/21 | | | 4,935 | |
| | | | | | | | |
| 600,000 | | | 8.750% due 3/15/32 | | | 604,484 | |
| | | | | | | | |
| | | | Total Oil, Gas & Consumable Fuels | | | 14,184,227 | |
| | | | | | | | |
| | | | TOTAL ENERGY | | | 15,237,964 | |
|
FINANCIALS — 13.5% |
| | | | | | | | |
| | | | Capital Markets — 0.3% | | | | |
| 325,000 | | | Lehman Brothers Holdings Inc., Medium-Term Notes, Senior Notes, 5.250% due 2/6/12(d) | | | 49,563 | |
| | | | | | | | |
| 310,000 | | | Morgan Stanley Bank AG for OAO Gazprom, Loan Participation Notes, 9.625% due 3/1/13(a) | | | 320,850 | |
| | | | | | | | |
| | | | Total Capital Markets | | | 370,413 | |
| | | | | | | | |
| | | | Commercial Banks — 2.8% | | | | |
| 500,000 | | | ICICI Bank Ltd., Subordinated Bonds, 6.375% due 4/30/22(a)(c) | | | 391,098 | |
| | | | | | | | |
| 320,000 | | | Rabobank Nederland NV, Notes, 11.000% due 6/30/19(a)(c)(g) | | | 356,902 | |
| | | | | | | | |
| | | | Royal Bank of Scotland Group PLC: | | | | |
| | | | | | | | |
| 70,000 | | | Subordinated Bonds, 5.050% due 1/8/15 | | | 54,932 | |
| | | | | | | | |
| 175,000 | | | Subordinated Notes, 5.000% due 11/12/13 | | | 144,274 | |
| | | | | | | | |
See Notes to Financial Statements.
10
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Commercial Banks — 2.8% continued | | | | |
| | | | | | | | |
| | | | RSHB Capital, Loan Participation Notes: | | | | |
| | | | | | | | |
| 310,000 | | | Notes, 9.000% due 6/11/14(a) | | $ | 314,650 | |
| | | | | | | | |
| 1,390,000 | | | Senior Secured Notes, 7.175% due 5/16/13(a) | | | 1,344,825 | |
| | | | | | | | |
| 530,000 | | | Wells Fargo Capital XIII, Medium-Term Notes, 7.700% due 3/26/13(c)(g) | | | 440,237 | |
| | | | | | | | |
| 155,000 | | | Wells Fargo Capital XV, Junior Subordinated Notes, 9.750% due 9/26/13(c)(g) | | | 150,089 | |
| | | | | | | | |
| | | | Total Commercial Banks | | | 3,197,007 | |
| | | | | | | | |
| | | | Consumer Finance — 4.7% | | | | |
| 300,000 | EUR | | Fiat Finance North America Inc., Senior Notes, 5.625% due 6/12/17 | | | 292,453 | |
| | | | | | | | |
| 890,000 | | | FMG Finance Pty Ltd., Senior Secured Notes, 10.625% due 9/1/16(a) | | | 858,850 | |
| | | | | | | | |
| | | | Ford Motor Credit Co.: | | | | |
| | | | | | | | |
| 380,000 | | | Notes, 7.000% due 10/1/13 | | | 305,795 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 287,500 | | | 3.889% due 1/13/12(c) | | | 222,812 | |
| | | | | | | | |
| 2,850,000 | | | 12.000% due 5/15/15 | | | 2,667,894 | |
| | | | | | | | |
| | | | GMAC LLC: | | | | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 285,000 | | | 6.500% due 10/15/09(a) | | | 283,248 | |
| | | | | | | | |
| 1,027,000 | | | 8.000% due 11/1/31(a) | | | 729,170 | |
| | | | | | | | |
| 54,000 | | | Subordinated Notes, 8.000% due 12/31/18(a) | | | 34,830 | |
| | | | | | | | |
| | | | Total Consumer Finance | | | 5,395,052 | |
| | | | | | | | |
| | | | Diversified Financial Services — 4.1% | | | | |
| 340,000 | | | CCM Merger Inc., Notes, 8.000% due 8/1/13(a) | | | 236,300 | |
| | | | | | | | |
| | | | CIT Group Inc., Senior Notes: | | | | |
| | | | | | | | |
| 150,000 | | | 4.125% due 11/3/09 | | | 142,199 | |
| | | | | | | | |
| 375,000 | | | 0.759% due 3/12/10(c) | | | 319,453 | |
| | | | | | | | |
| 540,000 | | | Fresenius U.S. Finance II Inc., Senior Notes, 9.000% due 7/15/15(a) | | | 565,650 | |
| | | | | | | | |
| 350,000 | | | Galaxy Entertainment Finance, Senior Notes, 9.875% due 12/15/12(a) | | | 306,250 | |
| | | | | | | | |
| 200,000 | | | Galaxy Entertainment Finance Co., Ltd., Senior Notes, 6.218% due 12/15/10(a)(c) | | | 183,000 | |
| | | | | | | | |
| 550,000 | | | JPMorgan Chase & Co., Junior Subordinated Notes, 7.900% due 4/30/18(c)(g) | | | 482,641 | |
| | | | | | | | |
| 200,000 | | | Leighton Finance International, Senior Bonds, 7.875% due 5/16/11 | | | 156,803 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
11
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Diversified Financial Services — 4.1% continued | | | | |
| | | | | | | | |
| | | | Leucadia National Corp., Senior Notes: | | | | |
| | | | | | | | |
| 320,000 | | | 8.125% due 9/15/15 | | $ | 291,200 | |
| | | | | | | | |
| 330,000 | | | 7.125% due 3/15/17 | | | 269,775 | |
| | | | | | | | |
| | | | TNK-BP Finance SA: | | | | |
| | | | | | | | |
| 290,000 | | | 7.875% due 3/13/18(a) | | | 245,050 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 400,000 | | | 7.500% due 7/18/16(a) | | | 352,000 | |
| | | | | | | | |
| 110,000 | | | 7.500% due 7/18/16(a) | | | 94,325 | |
| | | | | | | | |
| 150,000 | | | 7.875% due 3/13/18(a) | | | 124,500 | |
| | | | | | | | |
| 860,000 | | | Vanguard Health Holdings Co., II LLC, Senior Subordinated Notes, 9.000% due 10/1/14 | | | 827,750 | |
| | | | | | | | |
| | | | Total Diversified Financial Services | | | 4,596,896 | |
| | | | | | | | |
| | | | Insurance — 0.4% | | | | |
| | | | American International Group Inc.: | | | | |
| | | | | | | | |
| 660,000 | | | Junior Subordinated Debentures, 8.175% due 5/15/58(a)(c) | | | 188,462 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 310,000 | | | 5.450% due 5/18/17 | | | 163,392 | |
| | | | | | | | |
| 100,000 | | | 8.250% due 8/15/18(a) | | | 58,928 | |
| | | | | | | | |
| 130,000 | | | Metlife Capital Trust IV, Junior Subordinated Notes, 7.875% due 12/15/37(a) | | | 105,557 | |
| | | | | | | | |
| | | | Total Insurance | | | 516,339 | |
| | | | | | | | |
| | | | Real Estate Investment Trusts (REITs) — 0.6% | | | | |
| 275,000 | | | Forest City Enterprises Inc., Senior Notes, 7.625% due 6/1/15 | | | 174,625 | |
| | | | | | | | |
| 115,000 | | | Host Hotels & Resorts, LP, Senior Notes, 6.375% due 3/15/15 | | | 100,050 | |
| | | | | | | | |
| | | | Ventas Realty LP/Ventas Capital Corp.: | | | | |
| | | | | | | | |
| 230,000 | | | 9.000% due 5/1/12 | | | 238,050 | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 45,000 | | | 6.500% due 6/1/16 | | | 40,500 | |
| | | | | | | | |
| 175,000 | | | 6.750% due 4/1/17 | | | 157,937 | |
| | | | | | | | |
| | | | Total Real Estate Investment Trusts (REITs) | | | 711,162 | |
| 231,400 | | | Ashton Woods USA LLC, Ashton Woods Finance Co., Senior Subordinated Notes, step bond to yield 23.322% due 6/30/15(a)(e)(f) | | | 86,775 | |
| | | | | | | | |
| | | | Realogy Corp.: | | | | |
| | | | | | | | |
| 620,000 | | | Senior Notes, 10.500% due 4/15/14 | | | 271,250 | |
| | | | | | | | |
See Notes to Financial Statements.
12
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Real Estate Management & Development — 0.5% continued | | | | |
| | | | | | | | |
| 600,000 | | | Senior Subordinated Notes, 12.375% due 4/15/15 | | $ | 171,000 | |
| | | | | | | | |
| 60,361 | | | Senior Toggle Notes, 11.000% due 4/15/14(b) | | | 19,316 | |
| | | | | | | | |
| | | | Total Real Estate Management & Development | | | 548,341 | |
| | | | | | | | |
| | | | Thrifts & Mortgage Finance — 0.1% | | | | |
| 85,000 | | | Ocwen Capital Trust I, Junior Subordinated Capital Securities, 10.875% due 8/1/27 | | | 68,850 | |
| | | | | | | | |
| | | | TOTAL FINANCIALS | | | 15,404,060 | |
|
HEALTH CARE — 5.7% |
| | | | | | | | |
| | | | Health Care Equipment & Supplies — 0.5% | | | | |
| | | | Biomet Inc., Senior Notes: | | | | |
| | | | | | | | |
| 590,000 | | | 10.375% due 10/15/17(b) | | | 573,775 | |
| | | | | | | | |
| 70,000 | | | 11.625% due 10/15/17 | | | 68,950 | |
| | | | | | | | |
| | | | Total Health Care Equipment & Supplies | | | 642,725 | |
| | | | | | | | |
| | | | Health Care Providers & Services — 5.2% | | | | |
| 1,155,000 | | | CRC Health Corp., Senior Subordinated Notes, 10.750% due 2/1/16 | | | 779,625 | |
| | | | | | | | |
| | | | DaVita Inc.: | | | | |
| | | | | | | | |
| 320,000 | | | Senior Notes, 6.625% due 3/15/13 | | | 303,200 | |
| | | | | | | | |
| 430,000 | | | Senior Subordinated Notes, 7.250% due 3/15/15 | | | 406,350 | |
| | | | | | | | |
| 1,664,000 | | | HCA Inc., Senior Secured Notes, 9.625% due 11/15/16(b) | | | 1,651,520 | |
| | | | | | | | |
| 250,000 | | | IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14 | | | 246,250 | |
| | | | | | | | |
| | | | Tenet Healthcare Corp.: | | | | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 602,000 | | | 9.000% due 5/1/15(a) | | | 609,525 | |
| | | | | | | | |
| 242,000 | | | 10.000% due 5/1/18(a) | | | 255,310 | |
| | | | | | | | |
| 281,000 | | | Senior Secured Notes, 8.875% due 7/1/19(a) | | | 283,810 | |
| | | | | | | | |
| | | | Universal Hospital Services Inc., Senior Secured Notes: | | | | |
| | | | | | | | |
| 130,000 | | | 4.635% due 6/1/15(c) | | | 105,300 | |
| | | | | | | | |
| 225,000 | | | 8.500% due 6/1/15(b) | | | 213,188 | |
| | | | | | | | |
| 180,000 | | | US Oncology Inc., Senior Secured Notes, 9.125% due 8/15/17(a) | | | 179,550 | |
| | | | | | | | |
| 1,023,000 | | | US Oncology Holdings Inc., Senior Notes, 7.654% due 3/15/12(b)(c) | | | 866,992 | |
| | | | | | | | |
| | | | Total Health Care Providers & Services | | | 5,900,620 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
13
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Health Care Providers & Services — 5.2% continued | | | Pharmaceuticals — 0.0% | |
| 1,300,000 | | | Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12(d)(e) | | $ | 6,500 | |
| | | | | | | | |
| | | | TOTAL HEALTH CARE | | | 6,549,845 | |
|
INDUSTRIALS — 10.9% |
| | | | | | | | |
| | | | Aerospace & Defense — 1.4% | | | | |
| 280,000 | EUR | | Bombardier Inc., Senior Notes, 7.250% due 11/15/16(a) | | | 337,758 | |
| | | | | | | | |
| | | | Hawker Beechcraft Acquisition Co., Senior Notes: | | | | |
| | | | | | | | |
| 280,000 | | | 8.500% due 4/1/15 | | | 145,600 | |
| | | | | | | | |
| 1,272,000 | | | 8.875% due 4/1/15(b) | | | 540,600 | |
| | | | | | | | |
| | | | L-3 Communications Corp., Senior Subordinated Notes: | | | | |
| | | | | | | | |
| 480,000 | | | 5.875% due 1/15/15 | | | 428,400 | |
| | | | | | | | |
| 120,000 | | | 6.375% due 10/15/15 | | | 109,500 | |
| | | | | | | | |
| | | | Total Aerospace & Defense | | | 1,561,858 | |
| | | | | | | | |
| | | | Air Freight & Logistics — 0.5% | | | | |
| 550,000 | | | TGI International Ltd., Senior Notes, 9.500% due 10/3/17(a) | | | 555,500 | |
| | | | | | | | |
| | | | Airlines — 1.1% | | | | |
| 350,000 | | | Continental Airlines Inc., Pass-Through Certificates, 7.339% due 4/19/14 | | | 252,000 | |
| | | | | | | | |
| 1,480,000 | | | DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15(a) | | | 865,800 | |
| | | | | | | | |
| 265,946 | | | Delta Air Lines Inc., Pass-Through Certificates, 8.954% due 8/10/14 | | | 176,854 | |
| | | | | | | | |
| | | | Total Airlines | | | 1,294,654 | |
| | | | | | | | |
| | | | Building Products — 1.1% | | | | |
| | | | Associated Materials Inc.: | | | | |
| | | | | | | | |
| 605,000 | | | Senior Discount Notes, 11.250% due 3/1/14 | | | 269,225 | |
| | | | | | | | |
| 810,000 | | | Senior Subordinated Notes, 9.750% due 4/15/12 | | | 712,800 | |
| | | | | | | | |
| 30,000 | | | Nortek Inc., Senior Secured Notes, 10.000% due 12/1/13 | | | 24,225 | |
| | | | | | | | |
| 2,000,000 | | | NTK Holdings Inc., Senior Discount Notes, step bond to yield 31.647% due 3/1/14 | | | 170,000 | |
| | | | | | | | |
| 70,000 | | | Owens Corning Inc., Subordinated Notes, 9.000% due 6/15/19 | | | 68,007 | |
| | | | | | | | |
| | | | Total Building Products | | | 1,244,257 | |
| | | | | | | | |
| | | | Commercial Services & Supplies — 2.4% | | | | |
| 825,000 | | | DynCorp International LLC/DIV Capital Corp., Senior Subordinated Notes, 9.500% due 2/15/13 | | | 796,125 | |
| | | | | | | | |
| 115,000 | | | Interface Inc., Senior Subordinated Notes, 9.500% due 2/1/14 | | | 106,375 | |
| | | | | | | | |
See Notes to Financial Statements.
14
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Commercial Services & Supplies — 2.4% continued | | | | |
| | | | | | | | |
| 240,000 | EUR | | ISS Global A/S, Euro Medium-Term Notes, 4.750% due 9/18/10 | | $ | 333,270 | |
| | | | | | | | |
| | | | RSC Equipment Rental Inc.: | | | | |
| | | | | | | | |
| 675,000 | | | Senior Notes, 9.500% due 12/1/14 | | | 545,062 | |
| | | | | | | | |
| 390,000 | | | Senior Secured Notes, 10.000% due 7/15/17(a)(f) | | | 390,000 | |
| | | | | | | | |
| 740,000 | | | US Investigations Services Inc., Senior Subordinated Notes, 11.750% due 5/1/16(a) | | | 573,500 | |
| | | | | | | | |
| | | | Total Commercial Services & Supplies | | | 2,744,332 | |
| | | | | | | | |
| | | | Construction & Engineering — 0.5% | | | | |
| 520,000 | | | Odebrecht Finance Ltd., 7.500% due 10/18/17(a) | | | 517,400 | |
| | | | | | | | |
| | | | Machinery — 0.2% | | | | |
| 170,000 | | | American Railcar Industries Inc., Senior Notes, 7.500% due 3/1/14 | | | 149,175 | |
| | | | | | | | |
| | | | Terex Corp.: | | | | |
| | | | | | | | |
| 35,000 | | | Senior Notes, 10.875% due 6/1/16 | | | 35,175 | |
| | | | | | | | |
| | | | Senior Subordinated Notes: | | | | |
| | | | | | | | |
| 30,000 | | | 7.375% due 1/15/14 | | | 27,600 | |
| | | | | | | | |
| 110,000 | | | 8.000% due 11/15/17 | | | 85,113 | |
| | | | | | | | |
| | | | Total Machinery | | | 297,063 | |
| | | | | | | | |
| | | | Road & Rail — 2.1% | | | | |
| 75,000 | | | Hertz Corp., Senior Subordinated Notes, 10.500% due 1/1/16 | | | 67,125 | |
| | | | | | | | |
| | | | Kansas City Southern de Mexico, Senior Notes: | | | | |
| | | | | | | | |
| 840,000 | | | 9.375% due 5/1/12 | | | 802,200 | |
| | | | | | | | |
| 230,000 | | | 7.625% due 12/1/13 | | | 198,950 | |
| | | | | | | | |
| 130,000 | | | 7.375% due 6/1/14 | | | 109,850 | |
| | | | | | | | |
| 280,000 | | | 12.500% due 4/1/16(a) | | | 285,600 | |
| | | | | | | | |
| 90,000 | | | Kansas City Southern Railway, Senior Notes, 13.000% due 12/15/13 | | | 99,450 | |
| | | | | | | | |
| 825,000 | | | RailAmerica Inc., Senior Secured Notes, 9.250% due 7/1/17(a) | | | 800,250 | |
| | | | | | | | |
| | | | Total Road & Rail | | | 2,363,425 | |
| | | | Trading Companies & Distributors — 1.3% | | | | |
| 345,000 | | | Ashtead Capital Inc., Notes, 9.000% due 8/15/16(a) | | | 294,113 | |
| | | | | | | | |
| 90,000 | | | Ashtead Holdings PLC, Senior Secured Notes, 8.625% due 8/1/15(a) | | | 77,175 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
15
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Trading Companies & Distributors — 1.3% continued | | | | |
| | | | | | | | |
| 765,000 | | | H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16 | | $ | 617,737 | |
| | | | | | | | |
| 1,480,000 | | | Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14(a)(e) | | | 540,200 | |
| | | | | | | | |
| | | | Total Trading Companies & Distributors | | | 1,529,225 | |
| | | | | | | | |
| | | | Transportation Infrastructure — 0.3% | | | | |
| | | | Swift Transportation Co., Senior Secured Notes: | | | | |
| | | | | | | | |
| 465,000 | | | 8.633% due 5/15/15(a)(c) | | | 155,775 | |
| | | | | | | | |
| 545,000 | | | 12.500% due 5/15/17(a) | | | 193,475 | |
| | | | | | | | |
| | | | Total Transportation Infrastructure | | | 349,250 | |
| | | | | | | | |
| | | | TOTAL INDUSTRIALS | | | 12,456,964 | |
|
INFORMATION TECHNOLOGY — 1.1% |
| | | | | | | | |
| | | | IT Services — 0.6% | | | | |
| 470,000 | | | Ceridian Corp., Senior Notes, 12.250% due 11/15/15(b) | | | 341,337 | |
| | | | | | | | |
| 525,000 | | | First Data Corp., Senior Notes, 9.875% due 9/24/15(a) | | | 375,375 | |
| | | | | | | | |
| | | | Total IT Services | | | 716,712 | |
| | | | Freescale Semiconductor Inc.: | | | | |
| | | | | | | | |
| | | | Senior Notes: | | | | |
| | | | | | | | |
| 355,000 | | | 8.875% due 12/15/14 | | | 181,050 | |
| | | | | | | | |
| 104,938 | | | 9.125% due 12/15/14(b) | | | 39,352 | |
| | | | | | | | |
| 430,000 | | | Senior Subordinated Notes, 10.125% due 12/15/16 | | | 148,350 | |
| | | | | | | | |
| 170,000 | | | Sensata Technologies B.V., Senior Notes, 8.000% due 5/1/14 | | | 84,363 | |
| | | | | | | | |
| | | | Total Semiconductors & Semiconductor Equipment | | | 453,115 | |
| | | | | | | | |
| | | | Software — 0.1% | | | | |
| 125,000 | | | Activant Solutions Inc., Senior Subordinated Notes, 9.500% due 5/1/16 | | | 97,188 | |
| | | | | | | | |
| | | | TOTAL INFORMATION TECHNOLOGY | | | 1,267,015 | |
|
MATERIALS — 12.3% |
| | | | | | | | |
| | | | Chemicals — 1.0% | | | | |
| 150,000 | | | Arco Chemical Co., Debentures, 9.800% due 2/1/20(d)(e) | | | 48,000 | |
| | | | | | | | |
| 280,000 | | | Ashland Inc., Senior Notes, 9.125% due 6/1/17(a) | | | 291,900 | |
| | | | | | | | |
| 290,000 | EUR | | Cognis GmbH, Senior Secured Bonds, 3.277% due 9/15/13(a)(c) | | | 321,347 | |
| | | | | | | | |
| 1,005,000 | | | Georgia Gulf Corp., Senior Notes, 10.750% due 10/15/16(e) | | | 105,525 | |
| | | | | | | | |
See Notes to Financial Statements.
16
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Chemicals — 1.0% continued | | | | |
| | | | | | | | |
| 105,000 | | | Methanex Corp., Senior Notes, 8.750% due 8/15/12 | | $ | 100,800 | |
| | | | | | | | |
| 220,000 | EUR | | Rhodia SA, Senior Notes, 4.185% due 10/15/13(a)(c) | | | 224,494 | |
| | | | | | | | |
| | | | Total Chemicals | | | 1,092,066 | |
| | | | Containers & Packaging — 1.8% | | | | |
| 410,000 | EUR | | Ardagh Glass Group PLC, Senior Notes, 10.750% due 3/1/15(b) | | | 278,917 | |
| | | | | | | | |
| 190,000 | EUR | | Beverage Packaging Holdings Luxembourg II SA, Senior Notes, 9.500% due 6/15/17(a) | | | 213,203 | |
| | | | | | | | |
| 200,000 | | | BWAY Corp., Senior Subordinated Notes, 10.000% due 4/15/14(a) | | | 200,500 | |
| | | | | | | | |
| 340,000 | EUR | | Clondalkin Acquisition BV, Senior Secured Bonds, 3.277% due 12/15/13(a)(c) | | | 345,753 | |
| | | | | | | | |
| | | | Graham Packaging Co. L.P.: | | | | |
| | | | | | | | |
| 100,000 | | | Senior Notes, 8.500% due 10/15/12 | | | 97,000 | |
| | | | | | | | |
| 85,000 | | | Senior Subordinated Notes, 9.875% due 10/15/14 | | | 79,475 | |
| | | | | | | | |
| 260,000 | EUR | | Impress Holdings BV, Senior Bonds, 9.250% due 9/15/14(a) | | | 326,397 | |
| | | | | | | | |
| 120,000 | | | Radnor Holdings Inc., Senior Notes, 11.000% due 3/15/10(d)(e)(f) | | | 0 | |
| | | | | | | | |
| 175,000 | | | Rock-Tenn Co., Senior Notes, 9.250% due 3/15/16 | | | 178,937 | |
| | | | | | | | |
| | | | Solo Cup Co.: | | | | |
| | | | | | | | |
| 115,000 | | | Senior Secured Notes, 10.500% due 11/1/13(a) | | | 115,863 | |
| | | | | | | | |
| 300,000 | | | Senior Subordinated Notes, 8.500% due 2/15/14 | | | 247,500 | |
| | | | | | | | |
| | | | Total Containers & Packaging | | | 2,083,545 | |
| | | | | | | | |
| | | | Metals & Mining — 5.7% | | | | |
| 550,000 | | | CII Carbon LLC, 11.125% due 11/15/15(a) | | | 399,438 | |
| | | | | | | | |
| 990,000 | | | Evraz Group SA, Notes, 8.875% due 4/24/13(a) | | | 843,976 | |
| | | | | | | | |
| 520,000 | | | Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15 | | | 429,650 | |
| | | | | | | | |
| 1,403,844 | | | Noranda Aluminium Acquisition Corp., Senior Notes, 6.163% due 5/15/15(b)(c) | | | 780,888 | |
| | | | | | | | |
| 570,000 | | | Novelis Inc., Senior Notes, 7.250% due 2/15/15 | | | 436,050 | |
| | | | | | | | |
| 360,000 | | | Rio Tinto Finance USA Ltd., Senior Notes, 9.000% due 5/1/19 | | | 400,808 | |
| | | | | | | | |
| 1,085,000 | | | Ryerson Inc., Senior Secured Notes, 12.000% due 11/1/15 | | | 889,700 | |
| | | | | | | | |
| | | | Teck Resources Ltd., Senior Secured Notes: | | | | |
| | | | | | | | |
| 190,000 | | | 9.750% due 5/15/14(a) | | | 196,839 | |
| | | | | | | | |
| 160,000 | | | 10.250% due 5/15/16(a) | | | 167,806 | |
| | | | | | | | |
| 320,000 | | | 10.750% due 5/15/19(a) | | | 344,530 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
17
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Metals & Mining — 5.7% continued | | | | |
| | | | | | | | |
| | | | Vale Overseas Ltd., Notes: | | | | |
| | | | | | | | |
| 102,000 | | | 6.250% due 1/23/17 | | $ | 103,098 | |
| | | | | | | | |
| 1,000,000 | | | 6.875% due 11/21/36 | | | 952,005 | |
| | | | | | | | |
| 560,000 | | | Vedanta Resources PLC, Senior Notes, 8.750% due 1/15/14(a) | | | 512,400 | |
| | | | | | | | |
| | | | Total Metals & Mining | | | 6,457,188 | |
| | | | Paper & Forest Products — 3.8% | | | | |
| 1,515,000 | | | Abitibi-Consolidated Co. of Canada, Senior Secured Notes, 13.750% due 4/1/11(a)(d) | | | 1,401,375 | |
| | | | | | | | |
| | | | Appleton Papers Inc.: | | | | |
| | | | | | | | |
| 190,000 | | | Senior Notes, 8.125% due 6/15/11(e) | | | 124,450 | |
| | | | | | | | |
| 945,000 | | | Senior Subordinated Notes, 9.750% due 6/15/14(e) | | | 326,025 | |
| | | | | | | | |
| 620,000 | | | Georgia-Pacific LLC, Senior Notes, 8.250% due 5/1/16(a) | | | 604,500 | |
| | | | | | | | |
| 550,000 | EUR | | Lecta SA, Senior Secured Notes, 3.906% due 2/15/14(a)(c) | | | 459,018 | |
| | | | | | | | |
| 360,000 | EUR | | M-real Oyj, Senior Notes, 6.152% due 12/15/10(c) | | | 297,923 | |
| | | | | | | | |
| 855,000 | | | NewPage Corp., Senior Secured Notes, 7.278% due 5/1/12(c) | | | 423,225 | |
| | | | | | | | |
| 578,668 | | | Newpage Holding Corp., Senior Notes, 8.579% due 11/1/13(b)(c) | | | 69,440 | |
| | | | | | | | |
| 550,000 | | | Smurfit Capital Funding PLC, Debentures, 7.500% due 11/20/25 | | | 396,000 | |
| | | | | | | | |
| 265,000 | | | Verso Paper Holdings LLC, Senior Secured Notes, 11.500% due 7/1/14(a) | | | 243,800 | |
| | | | | | | | |
| | | | Total Paper & Forest Products | | | 4,345,756 | |
| | | | | | | | |
| | | | TOTAL MATERIALS | | | 13,978,555 | |
|
TELECOMMUNICATION SERVICES — 8.4% |
| | | | | | | | |
| | | | Diversified Telecommunication Services — 5.2% | | | | |
| 230,000 | | | CC Holdings GS V LLC, Senior Notes, 7.750% due 5/1/17(a) | | | 225,400 | |
| | | | | | | | |
| 20,000 | | | Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28 | | | 12,500 | |
| | | | | | | | |
| 810,000 | | | Hawaiian Telcom Communications Inc., Senior Subordinated Notes, 12.500% due 5/1/15(d)(e) | | | 81 | |
| | | | | | | | |
| 400,000 | EUR | | Hellas Telecommunications Luxembourg III, Senior Secured Notes, 8.500% due 10/15/13(a) | | | 302,972 | |
| | | | | | | | |
| 210,000 | | | Intelsat Bermuda Ltd., Senior Notes, 11.250% due 6/15/16 | | | 215,250 | |
| | | | | | | | |
| 450,000 | | | Intelsat Corp., Senior Notes, 9.250% due 8/15/14(a) | | | 437,625 | |
| | | | | | | | |
| 580,000 | | | Intelsat Intermediate Holding Co., Ltd., Senior Discount Notes, step bond to yield 11.982% due 2/1/15 | | | 522,000 | |
| | | | | | | | |
See Notes to Financial Statements.
18
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Diversified Telecommunication Services — 5.2% continued | | | | |
| | | | | | | | |
| | | | Intelsat Jackson Holdings Ltd., Senior Notes: | | | | |
| | | | | | | | |
| 260,000 | | | 9.500% due 6/15/16(a) | | $ | 262,600 | |
| | | | | | | | |
| 730,000 | | | 11.500% due 6/15/16(a) | | | 719,050 | |
| | | | | | | | |
| | | | Level 3 Financing Inc., Senior Notes: | | | | |
| | | | | | | | |
| 485,000 | | | 12.250% due 3/15/13 | | | 463,175 | |
| | | | | | | | |
| 630,000 | | | 9.250% due 11/1/14 | | | 519,750 | |
| | | | | | | | |
| 10,000 | | | 5.474% due 2/15/15(c) | | | 6,850 | |
| | | | | | | | |
| 380,000 | | | Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16(a) | | | 368,600 | |
| | | | | | | | |
| 300,000 | | | Sri Lanka Telecom Ltd., Notes, 6.875% due 11/30/09(f) | | | 294,000 | |
| | | | | | | | |
| 870,000 | | | VIP Finance Ireland Ltd. for OJSC Vimpel Communications, Loan Participation Notes, Secured Notes, 8.375% due 4/30/13(a) | | | 811,141 | |
| | | | | | | | |
| 345,000 | | | Wind Acquisition Finance SA, Senior Bonds, 10.750% due 12/1/15(a) | | | 346,725 | |
| | | | | | | | |
| 420,000 | | | Windstream Corp., Senior Notes, 8.625% due 8/1/16 | | | 404,250 | |
| | | | | | | | |
| | | | Total Diversified Telecommunication Services | | | 5,911,969 | |
| 350,000 | | | ALLTEL Communications Inc., Senior Notes, 10.375% due 12/1/17(a)(b) | | | 417,565 | |
| | | | | | | | |
| 145,000 | | | Cricket Communications Inc., Senior Secured Notes, 7.750% due 5/15/16(a) | | | 140,288 | |
| | | | | | | | |
| 380,000 | | | iPCS Inc., Senior Secured Notes, 3.153% due 5/1/13(c) | | | 302,100 | |
| | | | | | | | |
| | | | MetroPCS Wireless Inc., Senior Notes: | | | | |
| | | | | | | | |
| 205,000 | | | 9.250% due 11/1/14(a) | | | 203,975 | |
| | | | | | | | |
| 65,000 | | | 9.250% due 11/1/14 | | | 64,919 | |
| | | | | | | | |
| | | | Sprint Capital Corp., Senior Notes: | | | | |
| | | | | | | | |
| 410,000 | | | 8.375% due 3/15/12 | | | 405,900 | |
| | | | | | | | |
| 95,000 | | | 6.875% due 11/15/28 | | | 67,925 | |
| | | | | | | | |
| 1,170,000 | | | 8.750% due 3/15/32 | | | 947,700 | |
| | | | | | | | |
| | | | True Move Co., Ltd.: | | | | |
| | | | | | | | |
| 635,000 | | | 10.750% due 12/16/13(a) | | | 488,950 | |
| | | | | | | | |
| 845,000 | | | Notes, 10.750% due 12/16/13(a) | | | 650,650 | |
| | | | | | | | |
| | | | Total Wireless Telecommunication Services | | | 3,689,972 | |
| | | | | | | | |
| | | | TOTAL TELECOMMUNICATION SERVICES | | | 9,601,941 | |
|
UTILITIES — 6.7% |
| | | | | | | | |
| | | | Electric Utilities — 1.0% | | | | |
| 550,000 | | | EEB International Ltd., Senior Bonds, 8.750% due 10/31/14(a) | | | 570,625 | |
| | | | | | | | |
| 155,000 | | | Orion Power Holdings Inc., Senior Notes, 12.000% due 5/1/10 | | | 161,200 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
19
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Electric Utilities — 1.0% continued | | | | |
| | | | | | | | |
| 771,063 | | | Texas Competitive Electric Holdings Co. LLC, Senior Notes, 10.500% due 11/1/16(b) | | $ | 358,544 | |
| | | | | | | | |
| | | | Total Electric Utilities | | | 1,090,369 | |
| | | | | | | | |
| | | | Gas Utilities — 0.2% | | | | |
| 275,000 | | | Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, 6.875% due 12/15/13 | | | 254,375 | |
| | | | Independent Power Producers & Energy Traders — 5.5% | | | | |
| | | | AES Corp., Senior Notes: | | | | |
| | | | | | | | |
| 270,000 | | | 8.875% due 2/15/11 | | | 275,400 | |
| | | | | | | | |
| 280,000 | | | 9.750% due 4/15/16(a) | | | 284,900 | |
| | | | | | | | |
| 390,000 | | | 8.000% due 10/15/17 | | | 364,650 | |
| | | | | | | | |
| 290,000 | | | 8.000% due 6/1/20 | | | 261,725 | |
| | | | | | | | |
| | | | Dynegy Holdings Inc.: | | | | |
| | | | | | | | |
| 250,000 | | | Senior Debentures, 7.625% due 10/15/26 | | | 156,250 | |
| | | | | | | | |
| 345,000 | | | Senior Notes, 7.750% due 6/1/19 | | | 270,394 | |
| | | | | | | | |
| | | | Edison Mission Energy, Senior Notes: | | | | |
| | | | | | | | |
| 595,000 | | | 7.500% due 6/15/13 | | | 535,500 | |
| | | | | | | | |
| 290,000 | | | 7.750% due 6/15/16 | | | 237,800 | |
| | | | | | | | |
| 450,000 | | | 7.200% due 5/15/19 | | | 337,500 | |
| | | | | | | | |
| | | | Energy Future Holdings Corp., Senior Notes: | | | | |
| | | | | | | | |
| 75,000 | | | 10.875% due 11/1/17 | | | 55,125 | |
| | | | | | | | |
| 4,284,600 | | | 11.250% due 11/1/17(b) | | | 2,635,029 | |
| | | | | | | | |
| 682,006 | | | Mirant Mid Atlantic LLC, Pass-Through Certificates, 10.060% due 12/30/28 | | | 655,578 | |
| | | | | | | | |
| 125,000 | | | NRG Energy Inc., Senior Notes, 7.250% due 2/1/14 | | | 121,563 | |
| | | | | | | | |
| 65,000 | | | RRI Energy Inc., Senior Notes, 7.875% due 6/15/17 | | | 58,500 | |
| | | | | | | | |
| 55,000 | | | TXU Corp., Senior Notes, 5.550% due 11/15/14 | | | 35,003 | |
| | | | | | | | |
| | | | Total Independent Power Producers & Energy Traders | | | 6,284,917 | |
| | | | | | | | |
| | | | TOTAL UTILITIES | | | 7,629,661 | |
| | | | | | | | |
| | | | TOTAL CORPORATE BONDS & NOTES (Cost — $122,795,481) | | | 103,551,824 | |
| | | | | | | | |
|
ASSET-BACKED SECURITY — 0.0% |
| | | | | | | | |
|
FINANCIAL — 0.0% |
| 123,463 | | | Airplanes Pass-Through Trust, Subordinated Notes, 10.875% due 3/15/19(d)(e)(f) (Cost — $127,319) | | | 0 | |
| | | | | | | | |
See Notes to Financial Statements.
20
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
|
COLLATERALIZED SENIOR LOANS — 1.3% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.3% |
| | | | | | | | |
| | | | Auto Components — 0.3% | | | | |
| 482,233 | | | Allison Transmission Inc., Term Loan B, 3.759% due 8/7/14(a)(c) | | $ | 384,667 | |
|
ENERGY — 0.6% |
| | | | | | | | |
| | | | Energy Equipment & Services — 0.5% | | | | |
| 771,176 | | | Turbo Beta Ltd., Term Loan, 14.500% due 3/15/18(a)(c)(e) | | | 551,391 | |
| | | | Oil, Gas & Consumable Fuels — 0.1% | | | | |
| 500,000 | | | Stallion Oilfield Services, Term Loan, 7.736% due 7/31/12(a)(c) | | | 153,750 | |
| | | | | | | | |
| | | | TOTAL ENERGY | | | 705,141 | |
|
INDUSTRIALS — 0.3% |
| | | | | | | | |
| | | | Airlines — 0.3% | | | | |
| 500,000 | | | United Airlines Inc., Term Loan B, 2.331% due 1/12/14(c) | | | 296,042 | |
|
MATERIALS — 0.1% |
| | | | | | | | |
| | | | Chemicals — 0.1% | | | | |
| 288,000 | | | Lyondell Chemical Co., Term Loan, 0.000% due 12/20/14(a)(c) | | | 128,448 | |
| | | | | | | | |
| | | | TOTAL COLLATERALIZED SENIOR LOANS (Cost — $2,028,854) | | | 1,514,298 | |
| | | | | | | | |
|
CONVERTIBLE BONDS & NOTES — 1.1% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.8% |
| | | | | | | | |
| | | | Media — 0.8% | | | | |
| 1,095,000 | | | Virgin Media Inc., Senior Notes, 6.500% due 11/15/16(a) | | | 854,100 | |
|
INDUSTRIALS — 0.3% |
| | | | | | | | |
| | | | Marine — 0.3% | | | | |
| 555,000 | | | Horizon Lines Inc., Senior Notes, 4.250% due 8/15/12 | | | 391,969 | |
| | | | | | | | |
| | | | TOTAL CONVERTIBLE BONDS & NOTES (Cost — $1,072,889) | | | 1,246,069 | |
|
SOVEREIGN BONDS — 3.2% |
| | | | | | | | |
| | | | Brazil — 0.7% | | | | |
| 1,800,000 | BRL | | Brazil Nota do Tesouro Nacional, 10.000% due 1/1/12 | | | 849,265 | |
| 360,000 | | | Republic of Colombia, Senior Notes, 7.375% due 3/18/19 | | | 386,100 | |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
21
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT† | | | SECURITY | | VALUE | |
| | | | Russia — 0.6% | | | | |
| | | | Russian Federation: | | | | |
| | | | | | | | |
| 65,000 | | | 11.000% due 7/24/18(a) | | $ | 93,925 | |
| | | | | | | | |
| 541,440 | | | 7.500% due 3/31/30(a) | | | 538,462 | |
| | | | | | | | |
| | | | Total Russia | | | 632,387 | |
| | | | | | | | |
| | | | United Arab Emirates — 0.3% | | | | |
| 330,000 | | | MDC-GMTN B.V., Senior Notes, 5.750% due 5/6/14(a) | | | 331,998 | |
| | | | | | | | |
| | | | Venezuela — 1.3% | | | | |
| 2,534,000 | | | Bolivarian Republic of Venezuela, 5.750% due 2/26/16(a) | | | 1,463,385 | |
| | | | | | | | |
| | | | TOTAL SOVEREIGN BONDS (Cost — $3,625,055) | | | 3,663,135 | |
| | | | | | | | |
SHARES | | | | | | |
|
COMMON STOCK — 0.0% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.0% |
| | | | | | | | |
| | | | Hotels, Restaurants & Leisure — 0.0% | | | | |
| 879 | | | Buffets Restaurant Holdings (Cost — $469,107)(f)* | | | 791 | |
|
CONVERTIBLE PREFERRED STOCKS — 0.6% |
| | | | | | | | |
|
FINANCIALS — 0.6% |
| | | | | | | | |
| | | | Diversified Financial Services — 0.6% | | | | |
| 830 | | | Bank of America Corp., 7.250% (Cost — $822,194) | | | 693,905 | |
|
ESCROWED SHARES — 0.0% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.0% |
| | | | | | | | |
| | | | Textiles, Apparel & Luxury Goods — 0.0% | | | | |
| 75,000 | | | Pillowtex Corp., 9.000% due 12/15/49(e)(f)* (Cost — $0) | | | 0 | |
|
PREFERRED STOCKS — 0.1% |
| | | | | | | | |
|
CONSUMER DISCRETIONARY — 0.0% |
| | | | | | | | |
| | | | Media — 0.0% | | | | |
| 8,862 | | | CMP Susquehanna Radio Holdings Corp., 0.000%(a)(c)(f)* | | | 3,766 | |
| | | | | | | | |
| 1 | | | ION Media Networks Inc., Series B, 12.000%(e)(f)* | | | 0 | |
| | | | | | | | |
| | | | TOTAL CONSUMER DISCRETIONARY | | | 3,766 | |
|
FINANCIALS — 0.1% |
| | | | | | | | |
| | | | Consumer Finance — 0.1% | | | | |
| 353 | | | Preferred Blocker Inc., 7.000%(a) | | | 151,834 | |
| | | | | | | | |
See Notes to Financial Statements.
22
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | | | | | | | |
SHARES | | | SECURITY | | VALUE | |
| | | | Consumer Finance — 0.1% continued | | | Thrifts & Mortgage Finance — 0.0% | |
| 14,050 | | | Federal Home Loan Mortgage Corp. (FHLMC), 8.375%(c)(h)* | | $ | 17,141 | |
| | | | | | | | |
| | | | | | | | |
| | | | TOTAL FINANCIALS | | | 168,975 | |
| | | | | | | | |
| | | | TOTAL PREFERRED STOCKS (Cost — $472,438) | | | 172,741 | |
| | | | | | | | |
WARRANTS | | | | | | |
|
WARRANTS — 0.0% |
| | | | | | | | |
| 389 | | | Buffets Restaurant Holdings, Expires 4/28/14(e)(f)* | | | 0 | |
| | | | | | | | |
| 10,127 | | | CNB Capital Trust, Expires 3/23/19(a)(f)* | | | 278 | |
| | | | | | | | |
| 1 | | | Turbo Beta Ltd., Expires 11/1/14(f)* | | | 0 | |
| | | | | | | | |
| | | | TOTAL WARRANTS (Cost — $279) | | | 278 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $131,413,616) | | | 110,843,041 | |
| | | | | | | | |
FACE
| | | | | | |
AMOUNT | | | | | | |
|
SHORT-TERM INVESTMENT‡ — 2.2% |
| | | | | | | | |
| | | | Repurchase Agreement — 2.2% | | | | |
$ | 2,492,000 | | | Morgan Stanley tri-party repurchase agreement dated 6/30/09, 0.030% due 7/1/09; Proceeds at maturity — $2,492,002; (Fully collateralized by U.S. government agency obligation, 2.625% due 3/19/12; Market Value — $2,562,003) (Cost — $2,492,000) | | $ | 2,492,000 | |
| | | | | | | | |
| | | | TOTAL INVESTMENTS — 99.2% (Cost — $133,905,616#) | | | 113,335,041 | |
| | | | | | | | |
| | | | Other Assets in Excess of Liabilities — 0.8% | | | 862,287 | |
| | | | | | | | |
| | | | TOTAL NET ASSETS — 100.0% | | $ | 114,197,328 | |
| | | | | | | | |
| | |
* | | Non-income producing security. |
|
† | | Face amount denominated in U.S. dollars, unless otherwise noted. |
|
(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 June 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. |
|
‡ | | Under the Statement of Financial Accounting Standards No. 157, all securities are deemed Level 2. Please refer to Note 1 of the Notes to Financial Statements. |
|
# | | Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
23
Schedule of investments (unaudited) continued
June 30, 2009
| |
| LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND PORTFOLIO |
| | |
| | Abbreviations used in this schedule: |
| | BRL — Brazilian Real |
| | EUR — Euro |
| | GMAC — General Motors Acceptance Corp. |
| | OJSC — Open Joint Stock Company |
See Notes to Financial Statements.
24
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
Statement of assets and liabilities (unaudited)
June 30, 2009
| | | | |
ASSETS: | | | | |
| | | | |
Investments, at value (Cost — $133,905,616) | | $ | 113,335,041 | |
| | | | |
Foreign currency, at value (Cost — $70,190) | | | 72,423 | |
| | | | |
Cash | | | 129,421 | |
| | | | |
Dividends and interest receivable | | | 2,608,786 | |
| | | | |
Receivable for securities sold | | | 1,418,902 | |
| | | | |
Receivable for Portfolio shares sold | | | 263,335 | |
| | | | |
Prepaid expenses | | | 673 | |
| | | | |
Total Assets | | | 117,828,581 | |
| | | | |
LIABILITIES: | | | | |
| | | | |
Payable for securities purchased | | | 2,220,550 | |
| | | | |
Payable for Portfolio shares repurchased | | | 1,006,943 | |
| | | | |
Payable for open forward currency contracts | | | 216,584 | |
| | | | |
Investment management fee payable | | | 75,384 | |
| | | | |
Trustees’ fees payable | | | 7,417 | |
| | | | |
Distribution fees payable | | | 5,048 | |
| | | | |
Accrued expenses | | | 99,327 | |
| | | | |
Total Liabilities | | | 3,631,253 | |
| | | | |
TOTAL NET ASSETS | | $ | 114,197,328 | |
| | | | |
NET ASSETS: | | | | |
| | | | |
Par value (Note 7) | | $ | 171 | |
| | | | |
Paid-in capital in excess of par value | | | 150,994,206 | |
| | | | |
Undistributed net investment income | | | 5,439,858 | |
| | | | |
Accumulated net realized loss on investments and foreign currency transactions | | | (21,454,356 | ) |
| | | | |
Net unrealized depreciation on investments and foreign currencies | | | (20,782,551 | ) |
| | | | |
TOTAL NET ASSETS | | $ | 114,197,328 | |
| | | | |
Shares Outstanding: | | | | |
| | | | |
Class I | | | 13,502,153 | |
| | | | |
Class II | | | 3,571,005 | |
| | | | |
Net Asset Value: | | | | |
| | | | |
Class I | | | $6.68 | |
| | | | |
Class II | | | $6.73 | |
| | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
25
Statement of operations (unaudited)
For the Six Months Ended June 30, 2009
| | | | |
INVESTMENT INCOME: | | | | |
| | | | |
Interest | | $ | 6,618,779 | |
| | | | |
Dividends | | | 45,274 | |
| | | | |
Total Investment Income | | | 6,664,053 | |
| | | | |
EXPENSES: | | | | |
| | | | |
Investment management fee (Note 2) | | | 376,320 | |
| | | | |
Shareholder reports (Note 5) | | | 28,201 | |
| | | | |
Distribution fees (Notes 2 and 5) | | | 27,395 | |
| | | | |
Audit and tax | | | 17,520 | |
| | | | |
Legal fees | | | 4,177 | |
| | | | |
Insurance | | | 1,952 | |
| | | | |
Custody fees | | | 1,750 | |
| | | | |
Trustees’ fees | | | 912 | |
| | | | |
Transfer agent fees (Note 5) | | | 73 | |
| | | | |
Miscellaneous expenses | | | 2,607 | |
| | | | |
Total Expenses | | | 460,907 | |
| | | | |
Less: Fee waivers and/or expense reimbursements (Notes 2 and 5) | | | (2,248 | ) |
| | | | |
Net Expenses | | | 458,659 | |
| | | | |
NET INVESTMENT INCOME | | | 6,205,394 | |
| | | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1, 3 AND 4): | | | | |
| | | | |
Net Realized Gain (Loss) From: | | | | |
| | | | |
Investment transactions | | | (10,388,582 | ) |
| | | | |
Foreign currency transactions | | | 7,345 | |
| | | | |
Net Realized Loss | | | (10,381,237 | ) |
| | | | |
Change in Net Unrealized Appreciation/Depreciation From: | | | | |
| | | | |
Investments | | | 27,766,901 | |
| | | | |
Foreign currencies | | | (215,323 | ) |
| | | | |
Change in Net Unrealized Appreciation/Depreciation | | | 27,551,578 | |
| | | | |
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS | | | 17,170,341 | |
| | | | |
INCREASE IN NET ASSETS FROM OPERATIONS | | $ | 23,375,735 | |
| | | | |
See Notes to Financial Statements.
26
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
Statements of changes in net assets
| | | | | | | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2009 (unaudited)
| | | | | | |
AND THE YEAR ENDED DECEMBER 31, 2008 | | 2009 | | | 2008 | |
OPERATIONS: | | | | | | | | |
| | | | | | | | |
Net investment income | | $ | 6,205,394 | | | $ | 12,135,865 | |
| | | | | | | | |
Net realized loss | | | (10,381,237 | ) | | | (10,295,400 | ) |
| | | | | | | | |
Change in net unrealized appreciation/depreciation | | | 27,551,578 | | | | (41,700,086 | ) |
| | | | | | | | |
Increase (Decrease) in Net Assets From Operations | | | 23,375,735 | | | | (39,859,621 | ) |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTES 1 AND 6): | | | | | | | | |
| | | | | | | | |
Net investment income | | | (600,004 | ) | | | (12,300,007 | ) |
| | | | | | | | |
Decrease in Net Assets From Distributions to Shareholders | | | (600,004 | ) | | | (12,300,007 | ) |
| | | | | | | | |
PORTFOLIO SHARE TRANSACTIONS (NOTE 7): | | | | | | | | |
| | | | | | | | |
Net proceeds from sale of shares | | | 17,333,714 | | | | 33,249,183 | |
| | | | | | | | |
Reinvestment of distributions | | | 600,004 | | | | 12,300,007 | |
| | | | | | | | |
Cost of shares repurchased | | | (11,625,986 | ) | | | (42,040,815 | ) |
| | | | | | | | |
Increase in Net Assets From Portfolio Share Transactions | | | 6,307,732 | | | | 3,508,375 | |
| | | | | | | | |
INCREASE (DECREASE) IN NET ASSETS | | | 29,083,463 | | | | (48,651,253 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
| | | | | | | | |
Beginning of period | | | 85,113,865 | | | | 133,765,118 | |
| | | | | | | | |
End of period* | | $ | 114,197,328 | | | $ | 85,113,865 | |
| | | | | | | | |
* Includes undistributed and (overdistributed) net investment income, respectively, of: | | | $5,439,858 | | | | $(165,532 | ) |
| | | | | | | | |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
27
Financial highlights
| |
| FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR ENDED DECEMBER 31, UNLESS OTHERWISE NOTED: |
| | | | | | | | | | | | | | | | | | | | | | | | |
CLASS I SHARES1 | | 20092 | | | 2008 | | | 2007 | | | 20063 | | | 20053 | | | 20043 | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | $5.30 | | | | $9.05 | | | | $9.83 | | | | $9.48 | | | | $9.88 | | | | $9.47 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.38 | | | | 0.82 | | | | 0.75 | | | | 0.70 | | | | 0.67 | | | | 0.71 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized and unrealized gain (loss) | | | 1.04 | | | | (3.66 | ) | | | (0.75 | ) | | | 0.31 | | | | (0.29 | ) | | | 0.34 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total income (loss) from operations | | | 1.42 | | | | (2.84 | ) | | | — | | | | 1.01 | | | | 0.38 | | | | 1.05 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.04 | ) | | | (0.91 | ) | | | (0.73 | ) | | | (0.60 | ) | | | (0.61 | ) | | | (0.64 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gains | | | — | | | | — | | | | (0.05 | ) | | | (0.06 | ) | | | (0.17 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.04 | ) | | | (0.91 | ) | | | (0.78 | ) | | | (0.66 | ) | | | (0.78 | ) | | | (0.64 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | | $6.68 | | | | $5.30 | | | | $9.05 | | | | $9.83 | | | | $9.48 | | | | $9.88 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total return4 | | | 26.80 | % | | | (30.82 | )% | | | (0.07 | )% | | | 10.64 | % | | | 3.81 | % | | | 11.09 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSETS, END OF PERIOD (000s) | | | $90,164 | | | | $63,782 | | | | $103,980 | | | | $89,403 | | | | $51,913 | | | | $47,916 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.89 | %5 | | | 1.12 | % | | | 0.97 | % | | | 1.00 | %6 | | | 1.10 | % | | | 1.14 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net expenses7 | | | 0.89 | 5 | | | 0.98 | 8,9 | | | 0.96 | 8,9 | | | 1.00 | 6,8 | | | 1.00 | 8 | | | 1.00 | 8 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 13.25 | 5 | | | 10.01 | | | | 7.60 | | | | 7.11 | | | | 6.72 | | | | 7.28 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 48 | % | | | 66 | % | | | 66 | % | | | 67 | % | | | 53 | % | | | 51 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
1 | | Per share amounts have been calculated using the average shares method. |
|
2 | | For the six months ended June 30, 2009 (unaudited). |
|
3 | | Represents a share of capital stock outstanding prior to April 30, 2007. |
|
4 | | 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. |
|
5 | | Annualized. |
|
6 | | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Portfolio during the period. Without these fees, the gross and net expense ratios would both have been 0.98%. |
|
7 | | As a result of a voluntary expense limitation, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets of Class I shares would not exceed 1.00%. |
|
8 | | Reflects fee waivers and/or expense reimbursements. |
|
9 | | The impact to the expense ratio was less than 0.01% as a result of fees paid indirectly. |
See Notes to Financial Statements.
28
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| |
| FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR ENDED DECEMBER 31, UNLESS OTHERWISE NOTED: |
| | | | | | | | | | | | | | | | | | | | | | | | |
CLASS II SHARES1 | | 20092 | | | 2008 | | | 2007 | | | 20063 | | | 20053 | | | 20043,4 | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | $5.33 | | | | $9.08 | | | | $9.85 | | | | $9.50 | | | | $9.90 | | | | $9.53 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.38 | | | | 0.80 | | | | 0.73 | | | | 0.67 | | | | 0.65 | | | | 0.54 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized and unrealized gain (loss) | | | 1.04 | | | | (3.67 | ) | | | (0.76 | ) | | | 0.31 | | | | (0.30 | ) | | | 0.44 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total income (loss) from operations | | | 1.42 | | | | (2.87 | ) | | | (0.03 | ) | | | 0.98 | | | | 0.35 | | | | 0.98 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.02 | ) | | | (0.88 | ) | | | (0.69 | ) | | | (0.57 | ) | | | (0.58 | ) | | | (0.61 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net realized gains | | | — | | | | — | | | | (0.05 | ) | | | (0.06 | ) | | | (0.17 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.02 | ) | | | (0.88 | ) | | | (0.74 | ) | | | (0.63 | ) | | | (0.75 | ) | | | (0.61 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | | $6.73 | | | | $5.33 | | | | $9.08 | | | | $9.85 | | | | $9.50 | | | | $9.90 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total return5 | | | 26.57 | % | | | (31.01 | )% | | | (0.33 | )% | | | 10.34 | % | | | 3.55 | % | | | 10.29 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSETS, END OF PERIOD (000s) | | | $24,033 | | | | $21,332 | | | | $29,785 | | | | $31,433 | | | | $20,057 | | | | $7,117 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 1.27 | %6 | | | 1.21 | % | | | 1.25 | % | | | 1.35 | %7 | | | 1.41 | % | | | 1.67 | %6 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net expenses8,9 | | | 1.25 | 6 | | | 1.19 | 10 | | | 1.23 | 10 | | | 1.27 | 7 | | | 1.25 | | | | 1.25 | 6 |
| | | | | | | | | | | | | | | | | �� | | | | | | | |
Net investment income | | | 13.00 | 6 | | | 9.73 | | | | 7.31 | | | | 6.82 | | | | 6.48 | | | | 6.91 | 6 |
| | | | | | | | | | | | | | | | | | | | | | | | |
PORTFOLIO TURNOVER RATE | | | 48 | % | | | 66 | % | | | 66 | % | | | 67 | % | | | 53 | % | | | 51 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
1 | | Per share amounts have been calculated using the average shares method. |
|
2 | | For the six months ended June 30, 2009 (unaudited). |
|
3 | | Represents a share of capital stock outstanding prior to April 30, 2007. |
|
4 | | For the period February 26, 2004 (inception date) to December 31, 2004. |
|
5 | | Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Total returns do not reflect expenses associated with the separate accounts such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total return for all periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
|
6 | | Annualized. |
|
7 | | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Portfolio during the period. Without these fees, the gross and net expense ratios would have been 1.33% and 1.25%, respectively. |
|
8 | | As a result of a voluntary expense limitation, the ratio of expenses, other than interest, brokerage, taxes and extraordinary expenses, to average net assets of Class II shares will not exceed 1.25%. |
|
9 | | Reflects fee waivers and/or expense reimbursements. |
|
10 | | The impact to the expense ratio was less than 0.01% as a result of fees paid indirectly. |
See Notes to Financial Statements.
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
29
Notes to financial statements (unaudited)
| |
1. | Organization and significant accounting policies |
Legg Mason Partners Variable Global High Yield Bond 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. Subsequent events have been evaluated through August 19, 2009, the issuance date of the financial statements.
(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.
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.
30
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
| | |
| • | Level 1 — quoted prices in active markets for identical investments |
|
| • | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
|
| • | Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Portfolio’s assets carried at fair value:
| | | | | | | | | | | | | | | | |
| | | | OTHER
| | | | |
| | | | SIGNIFICANT
| | SIGNIFICANT
| | |
| | | | OBSERVABLE
| | UNOBSERVABLE
| | |
| | QUOTED PRICES
| | INPUTS
| | INPUTS
| | |
| | (LEVEL 1) | | (LEVEL 2) | | (LEVEL 3) | | TOTAL |
Long-term investments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Corporate bonds & notes | | | — | | | $ | 102,764,899 | | | $ | 786,925 | | | $ | 103,551,824 | |
| | | | | | | | | | | | | | | | |
Collateralized senior loans | | | — | | | | 1,514,298 | | | | — | | | | 1,514,298 | |
| | | | | | | | | | | | | | | | |
Convertible bonds & notes | | | — | | | | 1,246,069 | | | | — | | | | 1,246,069 | |
| | | | | | | | | | | | | | | | |
Sovereign bonds | | | — | | | | 3,663,135 | | | | — | | | | 3,663,135 | |
| | | | | | | | | | | | | | | | |
Common stocks | | | — | | | | — | | | | 791 | | | | 791 | |
| | | | | | | | | | | | | | | | |
Convertible preferred stocks | | $ | 693,905 | | | | — | | | | — | | | | 693,905 | |
| | | | | | | | | | | | | | | | |
Preferred stocks | | | 17,141 | | | | 151,834 | | | | 3,766 | | | | 172,741 | |
| | | | | | | | | | | | | | | | |
Warrants | | | — | | | | — | | | | 278 | | | | 278 | |
| | | | | | | | | | | | | | | | |
Total long-term investments | | | 711,046 | | | | 109,340,235 | | | | 791,760 | | | | 110,843,041 | |
| | | | | | | | | | | | | | | | |
Short-term investments† | | | — | | | | 2,492,000 | | | | — | | | | 2,492,000 | |
| | | | | | | | | | | | | | | | |
Total investments | | $ | 711,046 | | | $ | 111,832,235 | | | $ | 791,760 | | | $ | 113,335,041 | |
| | | | | | | | | | | | | | | | |
Other financial instruments: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Forward foreign currency contracts | | | — | | | $ | (216,584 | ) | | | — | | | $ | (216,584 | ) |
| | | | | | | | | | | | | | | | |
Total investments | | $ | 711,046 | | | $ | 111,615,651 | | | $ | 791,760 | | | $ | 113,118,457 | |
| | | | | | | | | | | | | | | | |
| | |
† | | See Schedule of Investments for additional detailed categorizations. |
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
31
Notes to financial statements (unaudited) continued
Following is a reconciliation of investments in which significant unobservable inputs [Level 3] were used in determining fair value:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | CORPORATE
| | ASSET-
| | | | | | | | |
| | BONDS AND
| | BACKED
| | | | PREFERRED
| | | | |
INVESTMENTS IN SECURITIES | | NOTES | | SECURITIES | | COMMON STOCKS | | STOCKS | | WARRANTS | | TOTAL |
Balance as of December 31, 2008 | | $ | 145,985 | | | | — | | | | — | | | | — | | | | — | | | $ | 145,985 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Accrued premiums/discounts | | | 3,223 | | | $ | (160 | ) | | | — | | | | — | | | | — | | | | 3,063 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Realized gain (loss)1 | | | (125,000 | ) | | | — | | | $ | (162,658 | ) | | $ | (78 | ) | | $ | (383 | ) | | | (288,119 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Change in unrealized appreciation (depreciation)2 | | | 121,479 | | | | 160 | | | | (305,867 | ) | | | 78 | | | | 383 | | | | (183,767 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net purchases (sales) | | | 798,452 | | | | — | | | | 469,316 | | | | 3,766 | | | | 278 | | | | 1,271,812 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net transfers in and/or out of Level 3 | | | (157,214 | ) | | | — | | | | — | | | | — | | | | — | | | | (157,214 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2009 | | | 786,925 | | | | — | | | | 791 | | | | 3,766 | | | | 278 | | | | 791,760 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net unrealized appreciation (depreciation) for investments in securities still held at June 30, 20092 | | $ | (257,880 | ) | | $ | (127,319 | ) | | $ | (479,815 | ) | | | — | | | | — | | | $ | (865,014 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | |
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 is custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market daily to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Portfolio may be delayed or limited.
(c) Forward foreign currency contracts. The Portfolio may enter into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Portfolio as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed.
32
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Portfolio bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(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.
(e) Inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value or interest rate is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value or interest rate of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount or lower interest rate) will be reduced. Inflation adjustments to the principal amount of inflation-indexed bonds are reflected as an increase or decrease to investment income on the Statement of Operations. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of the U.S. Treasury inflation-indexed
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
33
Notes to financial statements (unaudited) continued
bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
(f) 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.
Investments in securities which are collateralized by residential real estate mortgages and are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.
(g) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Portfolio determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults 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.
(h) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Portfolio are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
34
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
(i) Share class accounting. Investment income, common expenses and realized/unrealized gains (losses) on investments are allocated to the various classes of the Portfolio on the basis of daily net assets of each share class. Fees relating to a specific class are charged directly to that share class.
(j) Fees paid indirectly. The Portfolio’s custody fees are reduced according to a fee arrangement, which provides for a reduction based on the level of cash deposited with the custodian by the Portfolio. If material, the amount is shown as a reduction of expenses in the Statement of Operations.
(k) Federal and other taxes. It is the Portfolio’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Portfolio intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Portfolio’s financial statements.
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 June 30, 2009, no provision for income tax would be required in the Portfolio’s financial statements. The Portfolio’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
(l) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager. Western Asset Management Company (“Western Asset”), Western Asset Management Company Limited (“Western Asset Limited”) and Western Asset Management Company Pte. Ltd. in Singapore (“Western Singapore”) are the Portfolio’s subadvisers. LMPFA, Western Asset, Western Asset Limited and Western Singapore 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 the annual rate of
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
35
Notes to financial statements (unaudited) continued
the Portfolio’s average daily net assets in accordance with the following breakpoint schedule:
| | | | |
AVERAGE DAILY NET ASSETS | | ANNUAL RATE |
First $1 billion | | | 0.800 | % |
| | | | |
Next $1 billion | | | 0.775 | |
| | | | |
Next $3 billion | | | 0.750 | |
| | | | |
Over $5 billion | | | 0.700 | |
| | | | |
LMPFA provides administrative and certain oversight services to the Portfolio. LMPFA delegates to the subadviser the day-to-day portfolio management of the Portfolio. Western Asset Limited and Western Singapore provide certain advisory services to the Portfolio relating to currency transactions and investment in non-U.S. dollar denominated securities and related foreign currency instruments. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Portfolio. In turn, Western Asset pays Western Asset Limited a sub-advisory fee of 0.30% on the net assets managed by Western Asset Limited. In addition Western Asset also pays Western Asset Singapore a subadvisory fee of 0.30% on the assets managed by Western Asset Singapore.
During the six months ended June 30, 2009, the Portfolio’s Class I and Class II shares had voluntary expense limitations in place of 1.00% and 1.25%, respectively. These expense limitations can be terminated at any time.
During the six months ended June 30, 2009, LMPFA waived a portion of its fee in the amount of $2,248.
The manager is permitted to recapture amounts previously voluntarily forgone or reimbursed by the manager to the Portfolio during the same fiscal year if the Portfolio’s total annual operating expenses have fallen to a level below the voluntary fee waiver/reimbursement (“expense cap”) shown in the fee table of the Portfolio’s prospectus. In no case will the manager recapture any amount that would result, on any particular business day of the Portfolio, in the Portfolio’s total annual operating expenses exceeding the expense cap.
Legg Mason Investor Services, LLC, a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Portfolio’s sole and exclusive distributor.
Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
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Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
During the six months ended June 30, 2009, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| | | | |
| | | | |
Purchases | | $ | 54,209,492 | |
| | | | |
Sales | | | 43,376,467 | |
| | | | |
At June 30, 2009, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
| | | | |
| | | | |
Gross unrealized appreciation | | $ | 4,527,338 | |
| | | | |
Gross unrealized depreciation | | | (25,097,913 | ) |
| | | | |
Net unrealized depreciation | | $ | (20,570,575 | ) |
| | | | |
At June 30, 2009, the Portfolio had the following open forward foreign currency contracts:
| | | | | | | | | | | | | | | | |
| | LOCAL
| | MARKET
| | SETTLEMENT
| | UNREALIZED
|
FOREIGN CURRENCY | | CURRENCY | | VALUE | | DATE | | LOSS |
Contracts to Sell: | | | | | | | | | | | | | | | | |
Euro | | | 3,650,000 | | | $ | 5,119,533 | | | | 8/19/09 | | | $ | (210,163 | ) |
| | | | | | | | | | | | | | | | |
Euro | | | 432,351 | | | | 606,421 | | | | 8/19/09 | | | | (6,421 | ) |
| | | | | | | | | | | | | | | | |
Net unrealized loss on open forward foreign currency contracts | | $ | (216,584 | ) |
| | | | | | | | | | | | | | | | |
| |
4. | Derivative instruments and hedging activities |
Financial Accounting Standards Board Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” requires enhanced disclosure about an entity’s derivative and hedging activities.
Below is a table, grouped by derivative type that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at June 30, 2009.
| | | | | | | | | | | | |
LIABILITY DERIVATIVES |
| | FOREIGN EXCHANGE
| | OTHER
| | |
| | CONTRACTS RISK1 | | CONTRACTS RISK1 | | TOTAL |
Forward foreign currency contracts | | $ | (216,584 | ) | | | — | | | $ | (216,584 | ) |
| | | | | | | | | | | | |
| | |
1 | | Balance sheet location: Payables |
The following table provide information about the effect of derivatives and hedging activities on the Portfolio’s Statement of Operations for the six months ended June 30, 2009. The table provides additional information about the
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
37
Notes to financial statements (unaudited) continued
changes in unrealized appreciation/(depreciation) resulting from the Portfolio’s derivatives and hedging activities during the period.
| | | | | | | | | | | | |
CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION ON DERIVATIVES RECOGNIZED |
| | FOREIGN EXCHANGE
| | OTHER
| | |
| | CONTRACTS RISK | | CONTRACTS RISK | | TOTAL |
Forward foreign currency contracts | | $ | (216,584 | ) | | | — | | | $ | (216,584 | ) |
| | | | | | | | | | | | |
| |
5. | Class specific expenses, waivers and/or reimbursements |
The Portfolio has adopted a Rule 12b-1 distribution plan and under that plan the Portfolio pays a distribution fee with respect to its Class II shares calculated at the annual rate of 0.25% of the average daily net assets.
For the six months ended June 30, 2009, class specific expenses were as follows:
| | | | | | | | | | | | |
| | DISTRIBUTION
| | TRANSFER AGENT
| | SHAREHOLDER
|
| | FEES | | FEES | | REPORTS EXPENSES |
Class I | | | — | | | $ | 37 | | | $ | 10,789 | |
| | | | | | | | | | | | |
Class II | | $ | 27,395 | | | | 36 | | | | 17,412 | |
| | | | | | | | | | | | |
Total | | $ | 27,395 | | | $ | 73 | | | $ | 28,201 | |
| | | | | | | | | | | | |
For the six months ended June 30, 2009, class specific waivers and/or reimbursements were as follows:
| | | | |
| | WAIVERS/
|
| | REIMBURSEMENTS |
Class I | | | — | |
| | | | |
Class II | | $ | 2,248 | |
| | | | |
Total | | $ | 2,248 | |
| | | | |
| |
6. | Distributions to shareholders by class |
| | | | | | | | |
| | SIX MONTHS ENDED
| | YEAR ENDED
|
| | JUNE 30, 2009 | | DECEMBER 31, 2008 |
Net Investment Income: | | | | | | | | |
Class I | | $ | 540,946 | | | $ | 9,397,174 | |
| | | | | | | | |
Class II | | | 59,058 | | | | 2,902,833 | |
| | | | | | | | |
Total | | $ | 600,004 | | | $ | 12,300,007 | |
| | | | | | | | |
| |
7. | Shares of beneficial interest |
At June 30, 2009, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Portfolio has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears
38
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
certain direct expenses, including those specifically related to the distribution of its shares.
Transactions in shares of each class were as follows:
| | | | | | | | | | | | | | | | |
| | SIX MONTHS ENDED
| | YEAR ENDED
|
| | JUNE 30, 2009 | | DECEMBER 31, 2008 |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT |
Class I | | | | | | | | | | | | | | | | |
Shares sold | | | 2,625,399 | | | $ | 15,285,478 | | | | 1,636,314 | | | $ | 13,695,821 | |
| | | | | | | | | | | | | | | | |
Shares issued on reinvestment | | | 81,591 | | | | 540,946 | | | | 1,862,301 | | | | 9,397,174 | |
| | | | | | | | | | | | | | | | |
Shares repurchased | | | (1,241,686 | ) | | | (7,042,981 | ) | | | (2,956,764 | ) | | | (23,504,365 | ) |
| | | | | | | | | | | | | | | | |
Net increase (decrease) | | | 1,465,304 | | | $ | 8,783,443 | | | | 541,851 | | | $ | (411,370 | ) |
| | | | | | | | | | | | | | | | |
Class II | | | | | | | | | | | | | | | | |
Shares sold | | | 356,010 | | | $ | 2,048,236 | | | | 2,301,902 | | | $ | 19,553,362 | |
| | | | | | | | | | | | | | | | |
Shares issued on reinvestment | | | 8,841 | | | | 59,058 | | | | 577,129 | | | | 2,902,833 | |
| | | | | | | | | | | | | | | | |
Shares repurchased | | | (795,657 | ) | | | (4,583,005 | ) | | | (2,159,217 | ) | | | (18,536,450 | ) |
| | | | | | | | | | | | | | | | |
Net increase (decrease) | | | (430,806 | ) | | $ | (2,475,711 | ) | | | 719,814 | | | $ | 3,919,745 | |
| | | | | | | | | | | | | | | | |
| |
8. | Capital loss carryforward |
As of December 31, 2008, the Portfolio had a net capital loss carryforward of approximately $7,677,215, all of which expires in 2016. This amount will be available to offset any future taxable capital gains.
Beginning in May 2004, class action lawsuits alleging violations of the federal securities laws were filed against Citigroup Global Markets Inc. (“CGM”), a former distributor of the Portfolio, and other affiliated funds (collectively, the “Funds”) and a number of its then affiliates, including Smith Barney Fund Management, LLC (“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
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
39
Notes to financial statements (unaudited) continued
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 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 U.S. Securities and Exchange Commission as previously described. 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’
40
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
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 Western Asset / CitiSM New York Tax Free Reserves (formerly known as CitiSM New York Tax Free Reserves), a series of Legg Mason Partners Money Market Trust, formerly a series of CitiFunds Trust III (the “Subject Trust”), filed a complaint in the United States District Court for the Southern District of New York against the independent trustees of the Subject Trust (Elliott J. Berv, Donald M. Carlton, A. Benton Cocanougher, Mark T. Finn, Stephen Randolph Gross, Diana R. Harrington, Susan B. Kerley, Alan G. Merten and R. Richardson Pettit).
The Subject Trust is also named in the complaint as a nominal defendant. The complaint alleges both derivative claims on behalf of the Subject Trust and class claims on behalf of a putative class of shareholders of the Subject Trust in connection with the 2005 sale of Citigroup’s asset management business to Legg Mason and the related approval of new investment advisory agreements by the trustees and shareholders. In the derivative claim, the plaintiff alleges, among other things, that the independent trustees breached their fiduciary duty to the Subject Trust and its shareholders by failing to negotiate lower fees or seek competing bids from other qualified investment advisers in connection with Citigroup’s sale to Legg Mason. In the claims brought on behalf of the putative class of shareholders, the plaintiff alleges that the independent trustees violated the proxy solicitation requirements of the 1940 Act, and breached their fiduciary duty to shareholders, by virtue of the voting procedures, including “echo voting,” used to obtain approval of the new investment 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
Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
41
Notes to financial statements (unaudited) continued
trustees formed a demand review committee to investigate the matters raised in the demand, and subsequently in the complaint, and recommend a course of action to the Board. The committee, after a thorough review, determined that the independent trustees did not breach their fiduciary duties as alleged by Mr. Halebian, and that the action demanded by Mr. Halebian would not be in the best interests of the Subject Trust. The Board of the Subject Trust (the trustee who is an “interested person” of the Subject Trust, within the meaning of the 1940 Act, having recused himself from the matter), after receiving and considering the committee’s report and based upon the findings of the committee, subsequently also determined and, adopting the recommendation of the committee, directed counsel to move to dismiss Mr. Halebian’s complaint. A motion to dismiss was filed on October 23, 2006. Opposition papers were filed on or about December 7, 2006. The complaint was dismissed on July 31, 2007. Mr. Halebian has filed an appeal in the U.S. Court of Appeals for the Second Circuit. The appeal 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.
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Legg Mason Partners Variable Global High Yield Bond Portfolio 2009 Semi-Annual Report
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Legg Mason Partners
Variable Global High
Yield Bond 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
Western Asset Management
Company Pte. Ltd. in Singapore
Distributor
Legg Mason Investor Services, LLC
Custodian
State Street Bank and Trust
Company
Transfer agent
Boston Financial Data Services, Inc.
2 Heritage Drive
Quincy, Massachusetts 02171
Independent registered public
accounting firm
KPMG LLP
345 Park Avenue
New York, New York 10154
Legg Mason Partners Variable Global High Yield Bond Portfolio
The Portfolio is a separate investment series of Legg Mason Partners Variable Income Trust, a Maryland business trust.
LEGG MASON PARTNERS VARIABLE GLOBAL HIGH YIELD BOND 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 Global High Yield Bond 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
| | |
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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 eleventh-largest money manager in the world, according to Pensions & Investments, May 18, 2009, based on 12/31/08 worldwide assets under management. | |
www.leggmason.com/individualinvestors
©2009 Legg Mason Investor Services, LLC
FDXX010090 8/09 SR09-883
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. |
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| (b) | | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 12. EXHIBITS.
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Legg Mason Partners Variable Income Trust
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By: | | /s/ R. Jay Gerken (R. Jay Gerken) | | |
| | Chief Executive Officer of | | |
| | Legg Mason Partners Variable Income Trust | | |
Date: August 27, 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.
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By: | | /s/ R. Jay Gerken (R. Jay Gerken) | | |
| | Chief Executive Officer of | | |
| | Legg Mason Partners Variable Income Trust | | |
Date: August 27, 2009
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By: | | /s/ Frances M. Guggino (Frances M. Guggino) | | |
| | Chief Financial Officer of | | |
| | Legg Mason Partners Variable Income Trust | | |
Date: August 27, 2009