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: 1-877-721-1926
Funds Investor Services
Date of fiscal year end: October 31
Date of reporting period: April 30, 2011
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Semi-Annual Report to Stockholders is filed herewith.
April 30, 2011
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-11-172102/g189609g62d84.jpg)
Semi-Annual Repor t
Legg Mason
Western Asset
Variable Money Market Portfolio
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
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II | | Legg Mason Western Asset Variable Money Market Portfolio |
Portfolio objective
The Portfolio seeks to maximize current income consistent with preservation of capital.
Letter from the chairman
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Dear Shareholder,
We are pleased to provide the semi-annual report of Legg Mason Western Asset Variable Money Market Portfolio for the six-month reporting period ended April 30, 2011.
As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.leggmason.com/individualinvestors. Here you can gain immediate access to market and investment information, including:
Ÿ | | Market insights and commentaries from our portfolio managers and |
Ÿ | | A host of educational resources. |
We look forward to helping you meet your financial goals.
Sincerely,
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-11-172102/g189609g45t22.jpg)
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
May 27, 2011
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 1 | |
Portfolio at a glance† (unaudited)
Investment breakdown (%) as a percent of total investments
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-11-172102/g189609g81w38.jpg)
† | The bar graph above represents the composition of the Portfolio’s investments as of April 30, 2011 and October 31, 2010. The Portfolio is actively managed. As a result, the composition of the Portfolio’s investments is subject to change at any time. |
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2 | | Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report |
Portfolio expenses (unaudited)
Example
As a shareholder of the Portfolio, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested on November 1, 2010 and held for the six months ended April 30, 2011.
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”.
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 actual total return1 | | | | Based on hypothetical total return1 |
Actual Total Return2 | | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio† | | Expenses Paid During the Period3 | | | | Hypothetical Annualized Total Return | | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratio† | | Expenses Paid During the Period3 |
| | 0.00%4 | | | | $ | 1,000.00 | | | | $ | 1,000.00 | | | | | 0.19 | % | | | $ | 0.94 | | | | | | | 5.00 | % | | | | $1,000.00 | | | | $ | 1,023.85 | | | | | 0.19 | % | | | $ | 0.95 | |
1 | For the six months ended April 30, 2011. |
2 | Assumes the reinvestment of all distributions at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total return. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
3 | Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to the Portfolio’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365. |
4 | Amount represents less than 0.005%. |
† | In order to maintain a minimum yield, additional waivers were implemented. |
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 3 | |
Schedule of investments (unaudited)
April 30, 2011
Legg Mason Western Asset Variable Money Market Portfolio
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Security | | Rate | | | Maturity Date | | | Face Amount | | | Value | |
Short-Term Investments — 100.7% | | | | | | | | | | | | | | | | |
Certificates of Deposit — 4.0% | | | | | | | | | | | | | | | | |
Lloyds Bank PLC | | | 0.310 | % | | | 8/11/11 | | | $ | 200,000 | | | $ | 200,011 | |
Natixis Banques Populaires U.S. | | | 0.400 | % | | | 7/5/11 | | | | 200,000 | | | | 200,015 | |
Total Certificates of Deposit | | | | | | | | | | | | | | | 400,026 | |
Commercial Paper — 52.8% | | | | | | | | | | | | | | | | |
Abbey National NA LLC | | | 0.100 | % | | | 5/2/11 | | | | 350,000 | | | | 349,999 | (a) |
Bank of America Corp. | | | 0.190 | % | | | 5/5/11 | | | | 250,000 | | | | 249,995 | (a) |
Bank of Montreal | | | 0.120 | % | | | 5/2/11 | | | | 250,000 | | | | 249,999 | (a) |
Barclays U.S. Funding LLC | | | 0.100 | % | | | 5/2/11 | | | | 350,000 | | | | 349,999 | (a) |
Caisse D’Amortissement de la Dette Sociale | | | 0.240 | % | | | 5/2/11 | | | | 250,000 | | | | 249,998 | (a)(b) |
Commerzbank U.S. Finance Inc. | | | 0.320 | % | | | 7/5/11 | | | | 250,000 | | | | 249,856 | (a) |
Commonwealth Bank of Australia | | | 0.220 | % | | | 7/6/11 | | | | 250,000 | | | | 249,899 | (a) |
Credit Suisse NY | | | 0.210 | % | | | 7/27/11 | | | | 200,000 | | | | 199,899 | (a) |
Deutsche Bank Financial LLC | | | 0.190 | % | | | 5/25/11 | | | | 180,000 | | | | 179,977 | (a) |
Honeywell International Inc. | | | 0.180 | % | | | 6/24/11 | | | | 250,000 | | | | 249,932 | (a) |
HSBC USA Inc. | | | 0.200 | % | | | 7/25/11 | | | | 250,000 | | | | 249,882 | (a) |
ING U.S. Funding LLC | | | 0.220 | % | | | 5/5/11 | | | | 250,000 | | | | 249,994 | (a) |
McDonald’s Corp. | | | 0.110 | % | | | 5/10/11 | | | | 250,000 | | | | 249,993 | (a) |
Nestle Capital Corp. | | | 0.190 | % | | | 8/10/11 | | | | 250,000 | | | | 249,867 | (a) |
Nordea North America Inc. | | | 0.200 | % | | | 6/8/11 | | | | 250,000 | | | | 249,947 | (a) |
Procter & Gamble Co. | | | 0.180 | % | | | 6/15/11 | | | | 250,000 | | | | 249,944 | (a) |
Reckitt Benckiser Treasury | | | 0.240 | % | | | 5/31/11 | | | | 250,000 | | | | 249,950 | (a) |
Skandinaviska Enskilda Banken AB | | | 0.250 | % | | | 6/6/11 | | | | 250,000 | | | | 249,937 | (a) |
Societe Generale N.A. | | | 0.320 | % | | | 5/5/11 | | | | 250,000 | | | | 249,991 | (a) |
Standard Chartered Bank | | | 0.280 | % | | | 5/2/11 | | | | 250,000 | | | | 249,998 | (a) |
Swedbank AB | | | 0.280 | % | | | 7/7/11 | | | | 200,000 | | | | 199,896 | (a) |
Total Commercial Paper | | | | | | | | | | | | | | | 5,278,952 | |
Supranationals/Sovereigns — 2.5% | | | | | | | | | | | | | | | | |
European Investment Bank | | | 0.250 | % | | | 6/24/11 | | | | 250,000 | | | | 249,906 | (a) |
Time Deposits — 27.2% | | | | | | | | | | | | | | | | |
Bank of Tokyo | | | 0.100 | % | | | 5/2/11 | | | | 350,000 | | | | 350,000 | |
Citibank Nassau | | | 0.130 | % | | | 5/5/11 | | | | 250,000 | | | | 250,000 | |
Commerzbank Grand Cayman | | | 0.100 | % | | | 5/2/11 | | | | 100,000 | | | | 100,000 | |
Credit Agricole Grand Cayman | | | 0.100 | % | | | 5/2/11 | | | | 350,000 | | | | 350,000 | |
CSFB Grand Cayman | | | 0.090 | % | | | 5/2/11 | | | | 150,000 | | | | 150,000 | |
Dexia Credit Local NY | | | 0.120 | % | | | 5/2/11 | | | | 175,000 | | | | 175,000 | |
DnB NOR Bank ASA | | | 0.100 | % | | | 5/2/11 | | | | 350,000 | | | | 350,000 | |
Natixis | | | 0.110 | % | | | 5/2/11 | | | | 150,000 | | | | 150,000 | |
See Notes to Financial Statements.
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4 | | Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report |
Schedule of investments (unaudited) (cont’d)
April 30, 2011
Legg Mason Western Asset Variable Money Market Portfolio
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount | | | Value | |
Time Deposits — continued | | | | | | | | | | | | | | | | |
Northern Trust Corp. | | | 0.090 | % | | | 5/2/11 | | | $ | 151,000 | | | $ | 151,000 | |
Royal Bank of Canada Grand Cayman | | | 0.090 | % | | | 5/2/11 | | | | 350,000 | | | | 350,000 | |
Royal Bank of Scotland Cayman | | | 0.090 | % | | | 5/2/11 | | | | 350,000 | | | | 350,000 | |
Total Time Deposits | | | | | | | | | | | | | | | 2,726,000 | |
U.S. Government Agencies — 14.2% | | | | | | | | | | | | | | | | |
Federal Home Loan Banks (FHLB), Discount Notes | | | 0.140 | % | | | 5/11/11 | | | | 300,000 | | | | 299,988 | (a) |
Federal Home Loan Banks (FHLB), Discount Notes | | | 0.060 | % | | | 5/20/11 | | | | 146,000 | | | | 145,996 | (a) |
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes | | | 0.140 | % | | | 5/4/11 | | | | 500,000 | | | | 499,994 | (a) |
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes | | | 0.060 | % | | | 5/9/11 | | | | 127,000 | | | | 126,998 | (a) |
Federal National Mortgage Association (FNMA), Discount Notes | | | 0.130 | % | | | 6/22/11 | | | | 344,000 | | | | 343,936 | (a) |
Total U.S. Government Agencies | | | | | | | | | | | | | | | 1,416,912 | |
Total Investments — 100.7 % (Cost — $10,071,796#) | | | | | | | | | | | | | | | 10,071,796 | |
Liabilities in Excess of Other Assets — (0.7)% | | | | | | | | | | | | | | | (65,442 | ) |
Total Net Assets — 100.0% | | | | | | | | | | | | | | $ | 10,006,354 | |
(a) | Rate shown represents yield-to-maturity. |
(b) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted. |
# | Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 5 | |
Statement of assets and liabilities (unaudited)
April 30, 2011
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Assets: | | | | |
Investments, at value | | | 10,071,796 | |
Cash | | | 575 | |
Receivable from investment manager | | | 3,615 | |
Interest receivable | | | 115 | |
Prepaid expenses | | | 207 | |
Total Assets | | | 10,076,308 | |
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Liabilities: | | | | |
Trustees’ fees payable | | | 2,523 | |
Accrued expenses | | | 67,431 | |
Total Liabilities | | | 69,954 | |
Total Net Assets | | $ | 10,006,354 | |
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Net Assets: | | | | |
Par value (Note 4) | | $ | 100 | |
Paid-in capital in excess of par value | | | 10,060,135 | |
Overdistributed net investment income | | | (53,885) | |
Accumulated net realized gain on investments | | | 4 | |
Total Net Assets | | $ | 10,006,354 | |
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Shares Outstanding | | | 10,000,000 | |
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Net Asset Value | | | $1.00 | |
See Notes to Financial Statements.
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6 | | Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report |
Statement of operations (unaudited)
For the Six Months Ended April 30, 2011
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Investment Income: | | | | |
Interest | | $ | 10,159 | |
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Expenses: | | | | |
Investment management fee (Note 2) | | | 22,330 | |
Legal fees | | | 12,996 | |
Shareholder reports | | | 11,670 | |
Audit and tax | | | 10,925 | |
Custody fees | | | 5,297 | |
Transfer agent fees | | | 2,841 | |
Insurance | | | 393 | |
Trustees’ fees | | | 347 | |
Fund accounting fees | | | 329 | |
Miscellaneous expenses | | | 1,644 | |
Total Expenses | | | 68,772 | |
Less: Fee waivers and/or expense reimbursements (Note 2) | | | (59,106) | |
Net Expenses | | | 9,666 | |
Net Investment Income | | | 493 | |
Net Realized Gain on Investments | | | 4 | |
Increase in Net Assets From Operations | | $ | 497 | |
See Notes to Financial Statements.
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 7 | |
Statements of changes in net assets
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For the Six Months Ended April 30, 2011 (unaudited) and the Year Ended October 31, 2010 | | 2011 | | | 2010 | |
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Operations: | | | | | | | | |
Net investment income | | $ | 493 | | | $ | 9,384 | |
Net realized gain | | | 4 | | | | 6,354 | |
Proceeds from settlement of a regulatory matter | | | — | | | | 13,027 | † |
Increase in Net Assets From Operations | | | 497 | | | | 28,765 | |
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Distributions to Shareholders From (Note 1): | | | | | | | | |
Net investment income | | | (493) | | | | (47,839) | |
Decrease in Net Assets From Distributions to Shareholders | | | (493) | | | | (47,839) | |
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Portfolio Share Transactions (Note 4): | | | | | | | | |
Net proceeds from sale of shares | | | — | | | | 42,440,244 | |
Reinvestment of distributions | | | — | | | | 47,584 | |
Cost of shares repurchased | | | — | | | | (595,951,359) | |
Decrease in Net Assets From Portfolio Share Transactions | | | — | | | | (553,463,531) | |
Increase (Decrease) in Net Assets | | | 4 | | | | (553,482,605) | |
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Net Assets: | | | | | | | | |
Beginning of period | | | 10,006,350 | | | | 563,488,955 | |
End of period* | | $ | 10,006,354 | | | $ | 10,006,350 | |
* Includes overdistributed net investment income of: | | | $(53,885) | | | | $(53,885) | |
† | The Portfolio received $13,027 related to this distribution. |
See Notes to Financial Statements.
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8 | | Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report |
Financial highlights
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For a share of beneficial interest outstanding throughout each year ended October 31, unless otherwise noted: | |
| | 20111 | | | 2010 | | | 2009 | | | 2008 | | | 20072 | | | 20062 | |
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Net asset value, beginning of period | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | |
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Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.000 | 3 | | | 0.000 | 3 | | | 0.005 | | | | 0.031 | | | | 0.049 | | | | 0.043 | |
Net realized gain3 | | | 0.000 | | | | 0.000 | | | | 0.000 | | | | 0.000 | | | | 0.000 | | | | (0.000) | |
Total income from operations | | | 0.000 | 3 | | | 0.000 | 3 | | | 0.005 | | | | 0.031 | | | | 0.049 | | | | 0.043 | |
| | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.000) | 3 | | | (0.000) | 3 | | | (0.005) | | | | (0.031) | | | | (0.049) | | | | (0.043) | |
Net realized gains | | | — | | | | — | | | | (0.000) | 3 | | | — | | | | — | | | | — | |
Total distributions | | | (0.000) | 3 | | | (0.000) | 3 | | | (0.005) | | | | (0.031) | | | | (0.049) | | | | (0.043) | |
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Net asset value, end of period | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | | | | $1.000 | |
Total return4 | | | 0.00 | %† | | | 0.01 | % | | | 0.51 | % | | | 3.10 | % | | | 4.97 | % | | | 4.41 | % |
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Net assets, end of period (millions) | | | $10 | | | | $10 | | | | $563 | | | | $681 | | | | $507 | | | | $483 | |
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Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 1.39 | %5 | | | 0.52 | % | | | 0.53 | %6 | | | 0.52 | %6 | | | 0.50 | %7 | | | 0.50 | % |
Net expenses8 | | | 0.19 | 5,9,10 | | | 0.26 | 9,10 | | | 0.50 | 6,9,10 | | | 0.52 | 6 | | | 0.50 | 7,10 | | | 0.49 | 10 |
Net investment income | | | 0.01 | 5 | | | 0.01 | | | | 0.52 | | | | 3.01 | | | | 4.86 | | | | 4.33 | |
1 | For the six months ended April 30, 2011 (unaudited). |
2 | Represents a share of capital stock outstanding prior to April 30, 2007. |
3 | Amount represents less than $0.0005 per share. |
4 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, 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 | Included in the expense ratios is the Treasury Guarantee Program fees incurred by the Portfolio during the period. Without these fees, the gross and net expense ratios would have been 0.50% and 0.47%, respectively, for the year ended October 31, 2009 and would not have changed for the year ended October 31, 2008. |
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 both been 0.49%. |
8 | As a result of an expense limitation arrangement, the ratio of expenses, other than brokerage, interest, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of the Portfolio did not exceed 1.25%. This expense limitation arrangement cannot be terminated prior to December 31, 2012 without the Board of Trustees’ consent. |
9 | In order to maintain a minimum yield, additional waivers were implemented. |
10 | Reflects fee waivers and/or expense reimbursements. |
† | Amount represents less than 0.005%. |
See Notes to Financial Statements.
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 9 | |
Notes to financial statements (unaudited)
1. Organization and significant accounting policies
Legg Mason Western Asset Variable Money Market Portfolio (the “Portfolio”) is a separate investment series of the Legg Mason Partners Variable Income Trust (the “Trust”). The Trust, a Maryland statutory 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 the date the financial statements were issued.
(a) Investment valuation. In accordance with Rule 2a-7 under the 1940 Act, money market instruments are valued at amortized cost, which approximates market value. This method involves valuing portfolio securities at their cost and thereafter assuming a constant amortization to maturity of any discount or premium. The Portfolio’s use of amortized cost is subject to its compliance with certain conditions as specified by Rule 2a-7 under the 1940 Act.
The Portfolio has adopted Financial Accounting Standards Board Codification Topic 820 (“ASC Topic 820”). ASC Topic 820 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.
Ÿ | | Level 1 — quoted prices in active markets for identical investments |
Ÿ | | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
Ÿ | | 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 Portfolio uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
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10 | | Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report |
Notes to financial statements (unaudited) (cont’d)
The following is a summary of the inputs used in valuing the Portfolio’s assets carried at fair value:
| | | | | | | | | | | | | | | | |
ASSETS | |
Description | | Quoted Prices (Level 1) | | | Other Significant Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Short-term investments† | | | — | | | $ | 10,071,796 | | | | — | | | $ | 10,071,796 | |
† | See Schedule of Investments for additional detailed categorizations. |
(b) Repurchase agreements. The Portfolio may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Portfolio acquires a debt security subject to an obligation of the seller to repurchase, and of the Portfolio to resell, the security at an agreed-upon price and time, thereby determining the yield during the Portfolio’s holding period. When entering into repurchase agreements, it is the Portfolio’s policy that its custodian or a third party custodian, acting on the Portfolio’s behalf, 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 maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Portfolio generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Portfolio seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Portfolio may be delayed or limited.
(c) Credit and market risk. Investments in securities that are collateralized by residential real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and 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.
(d) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. The cost of investments sold is determined by use of the specific identification method.
(e) Distributions to shareholders. Distributions from net investment income on the shares of the Portfolio are declared each business day and are paid monthly. 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.
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 11 | |
(f) Compensating balance arrangements. The Portfolio has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Portfolio’s cash on deposit with the bank.
(g) Federal and other taxes. It is the Portfolio’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Portfolio intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Portfolio’s financial statements.
Management has analyzed the Portfolio’s tax positions taken on income tax returns for all open tax years and has concluded that as of April 30, 2011, no provision for income tax is 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 Internal Revenue Service and state departments of revenue.
(h) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager and Western Asset Management Company (“Western Asset”) is the Portfolio’s subadviser. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
Under the investment management agreement, the Portfolio pays an investment management fee, calculated daily and paid monthly, in accordance with the following breakpoint schedule:
| | | | |
Average Daily Net Assets | | Annual Rate | |
First $1 billion | | | 0.450 | % |
Next $1 billion | | | 0.425 | |
Next $3 billion | | | 0.400 | |
Next $5 billion | | | 0.375 | |
Over $10 billion | | | 0.350 | |
LMPFA provides administrative and certain oversight services to the Portfolio. LMPFA has delegated to the subadviser the day-to-day portfolio management of the Portfolio. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Portfolio.
As a result of an expense limitation arrangement between the Portfolio and LMPFA, the ratio of expenses, other than brokerage, interest, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of the Portfolio did not exceed 1.25%. This expense limitation arrangement cannot be terminated prior to December 31, 2012 without the Board of Trustees’ consent.
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12 | | Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report |
Notes to financial statements (unaudited) (cont’d)
The manager has voluntarily undertaken to limit Portfolio expenses in order to maintain a minimum yield. Such expense limitations may fluctuate daily and are voluntary and temporary and may be terminated by the manager at any time without notice.
During the six months ended April 30, 2011, fees waived and/or expenses reimbursed amounted to $59,106.
The manager is permitted to recapture amounts previously forgone or reimbursed to the Portfolio during the same fiscal year if the Portfolio’s total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expense incurred. 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 or any other lower limit then in effect.
Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Portfolio’s sole and exclusive distributor.
All officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
On April 30, 2010, the shareholders in the Portfolio redeemed their investments in full. In anticipation of this, LMPFA invested $10 million in the Portfolio on April 28, 2010 in order to continue the Portfolio’s operations. As a result, LMPFA is the sole shareholder in the Portfolio as of the end of the period.
3. Derivative instruments and hedging activities
Financial Accounting Standards Board Codification Topic 815 requires enhanced disclosure about an entity’s derivative and hedging activities.
During the six months ended April 30, 2011, the Portfolio did not invest in derivative instruments and does not have any intention to do so in the future.
4. Shares of beneficial interest
At April 30, 2011, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. Each share represents an identical interest and has the same rights.
Because the Portfolio has maintained a $1.00 net asset value per share from inception, the number of shares sold, shares issued on reinvestment of dividends declared, and shares repurchased, is equal to the dollar amount shown in the Statements of Changes in Net Assets for the corresponding portfolio share transactions.
5. Legal matters
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
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 13 | |
then investment adviser or manager to certain of the Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant
Funds”), and Board members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to replead as a derivative claim.
On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against Citigroup Asset Management, 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. On June 9, 2011, the Court of Appeals issued a Summary Order affirming the District Court’s dismissal of all claims with the exception of Plaintiffs’ Section 36(b) claim as it relates to Transfer Agent fees paid to an affiliate of the Managers. The case has been remanded to the District Court for further proceedings in accordance with the Summary Order.
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14 | | Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report |
Notes to financial statements (unaudited) (cont’d)
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.
6. Other matters
On or about May 30, 2006, John Halebian, a purported shareholder of Western Asset New York Tax Free Money Market Fund (prior to May 31, 2010, the Fund was known as Western Asset / CitiSM New York Tax Free Reserves, and prior to June 1, 2009, 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 a derivative claim 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 (the “Derivative Claim”). 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 “Putative Class Claim”). The plaintiff alleges that the proxy statement was misleading because it failed to disclose that the voting procedures violated the 1940 Act. The relief sought includes an award of damages, rescission of the advisory agreement, and an award of costs and attorney fees.
In advance of filing the complaint, Mr. Halebian’s lawyers made written demand for relief on the Board of the Subject Trust, and the Board’s independent trustees formed a demand review committee to investigate the matters raised in the demand, and subsequently in the complaint, and recommend a course of action to the Board.
The committee, after a thorough review, determined that the independent trustees did not breach their fiduciary duties as alleged by Mr. Halebian, and that the action demanded by Mr. Halebian would not be in the best interests of the Subject Trust. The Board of the Subject Trust (the trustee who is an “interested person” of the Subject Trust, within the meaning of the 1940 Act, having recused himself from the matter), after receiving and considering the committee’s report and based upon the findings of the committee, subsequently also determined and, adopting the recommendation of the committee, directed counsel to move to dismiss
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Legg Mason Western Asset Variable Money Market Portfolio 2011 Semi-Annual Report | | | 15 | |
Mr. Halebian’s complaint. A motion to dismiss was filed on October 23, 2006. Opposition papers were filed on or about December 7, 2006. The complaint was dismissed on July 31, 2007. Mr. Halebian filed an appeal in the U.S. Court of Appeals for the Second Circuit. On December 29, 2009, the U.S. Court of Appeals for the Second Circuit reserved judgment after determining that the propriety of the district court’s dismissal depended upon an unsettled question of Massachusetts state law regarding the statute governing derivative proceedings was better addressed by a Massachusetts court and certified the question to the Massachusetts Supreme Judicial Court.
On August 23, 2010, the Massachusetts Supreme Judicial Court answered the certified question, concluding that a derivative action must be dismissed under applicable state law following a corporation’s independent determination, made in good faith and after reasonable inquiry, that maintenance of the derivative proceeding is not in the best interests of the corporation, regardless whether the derivative complaint has been filed before or after the corporation’s rejection of the shareholder’s demand.
On May 6, 2011, the U.S. Court of Appeals for the Second Circuit affirmed the district court’s dismissal of the Putative Class Claims. With regard to the Derivative Claim, to which the certified question related and as to which the district court granted a motion to dismiss, the Second Circuit vacated the district court’s judgment and remanded with instructions to the court to convert the motion to dismiss to a motion for summary judgment, and to rule on that motion, after further discovery should the court determine that such further discovery is warranted.
7. Other tax information
On December 22, 2010, President Obama signed into law the Regulated Investment Company Modernization Act of 2010 (the “Act”). The Act updates certain tax rules applicable to regulated investment companies (“RICs”). The various provisions of the Act will generally be effective for RICs with taxable years beginning after December 22, 2010. Additional information regarding the impact of the Act on the Portfolio, if any, will be contained within the relevant sections of the notes to the financial statements for the fiscal year ending October 31, 2012.
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16 | | Legg Mason Western Asset Variable Money Market Portfolio |
Board approval of management and subadvisory agreements (unaudited)
At an in-person meeting of the Board of Trustees of Legg Mason Partners Variable Income Trust (the “Trust”) held on November 8-9, 2010, the Board, including the Trustees who are not considered to be “interested persons” of the Trust (the “Independent Trustees”) under the Investment Company Act of 1940, as amended (the “1940 Act”), approved for an annual period the continuation of the management agreement (the “Management Agreement”) between the Trust and Legg Mason Western Asset Fund Advisor, LLC (the “Manager”) with respect to the Legg Mason Western Asset Variable Money Market Portfolio, a series of the Trust (the “Fund”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and Western Asset Management Company (the “Subadviser”), an affiliate of the Manager, with respect to the Fund.
Background
The Board received information in advance of the meeting from the Manager to assist it in its consideration of the Management Agreement and the Sub-Advisory Agreement and was given the opportunity to ask questions and request additional information from management. In addition, the Independent Trustees submitted questions to management before the meeting and considered the responses provided. The Board received and considered a variety of information about the Manager and the Subadviser, as well as the management and sub-advisory arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below. The information provided and presentations made to the Board encompassed the Fund and all funds for which the Board has responsibility. The discussion below covers both the advisory and the administrative functions being rendered by the Manager, both of which functions are encompassed by the Management Agreement, as well as the advisory functions rendered by the Subadviser pursuant to the Sub-Advisory Agreement.
Board approval of management agreement and sub-advisory agreement
The Independent Trustees were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Trustees received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreement. The Independent Trustees also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Subadviser were present. In approving the Management Agreement and Sub-Advisory Agreement, the Board, including the Independent Trustees, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreement, and each Trustee may have attributed different weight to the various factors.
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Legg Mason Western Asset Variable Money Market Portfolio | | | 17 | |
Nature, extent and quality of the services under the management agreement and sub-advisory agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser under the Management Agreement and the Sub-Advisory Agreement, respectively, during the past year. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadviser took into account the Board’s knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment management and other capabilities of the Manager and the Subadviser, and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the Manager and the Subadviser had expanded over time as a result of regulatory, market and other developments, including maintaining and monitoring their own and the Fund’s compliance programs. The Board also noted that on a regular basis it received and reviewed information from the Manager and the Subadviser regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, and that it considered the Manager’s and the Subadviser’s risk management processes.
The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s and the Subadviser’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources of Legg Mason, Inc., the parent organization of the Manager and the Subadviser.
The Board considered the division of responsibilities between the Manager and the Subadviser and the oversight provided by the Manager. In addition, management also reported to the Board on, among other things, its business plans and organizational changes.
The Board received and considered performance information for the Fund as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against the Fund’s peers. In addition, the Board considered the Fund’s performance in light of overall financial market conditions.
The information comparing the Fund’s performance to that of its Performance Universe, consisting of all funds classified by Lipper as money market funds underlying variable insurance products, showed, among other data, that the Fund’s performance for the 1-year period ended June 30, 2010 was at the median, that the Fund’s
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18 | | Legg Mason Western Asset Variable Money Market Portfolio |
Board approval of management and subadvisory agreements (unaudited) (cont’d)
performance for the 3- and 5-year periods ended June 30, 2010 was above the median, and that the Fund’s performance for the 10-year period ended June 30, 2010 was slightly above the median.
The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement and the Sub-Advisory Agreement were sufficient for renewal. The Board noted that the performance of the Fund was satisfactory.
Management fees and expense ratios
The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) and the actual fees paid by the Fund to the Manager (the “Actual Management Fee”) in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Subadviser. In addition, the Board noted that the compensation paid to the Subadviser is paid by the Manager, not the Fund.
In addition, the Board received and considered information comparing the Contractual Management Fee and the Actual Management Fee and the Fund’s total actual expenses with those of funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts.
The Manager reviewed with the Board the differences in services provided to these different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences in management of these different types of accounts. The Board also considered and discussed information about the Subadviser’s fees, including the amount of the management fees retained by the Manager after payment of the subadvisory fee. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
The information comparing the Fund’s Contractual and Actual Management Fees as well as its actual total expense ratio to its expense group, consisting of a group of funds (including the Fund) classified as money market funds underlying variable insurance products and chosen by Lipper to be comparable to the Fund, showed that the Fund’s Contractual Management Fee was slightly above the median and that the Actual Management Fee was above the median. The Board noted that the Fund’s actual total expense ratio was above the median. The Board took into account management’s discussion of the Fund’s expenses and noted the size of the Fund. The Board also considered that the current limitation on the Fund’s expenses is expected to continue through December 2012.
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Legg Mason Western Asset Variable Money Market Portfolio | | | 19 | |
Taking all of the above into consideration, as well as the factors identified below, the Board determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement and the Sub-Advisory Agreement.
Manager profitability
The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been reviewed in the past by an outside consultant and remained unchanged. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund and the type of fund it represented.
Economies of scale
The Board received and discussed information concerning whether the Manager realizes economies of scale as the Fund’s assets grow. The Board noted that the Manager had previously agreed to institute breakpoints in the Fund’s Contractual Management Fee, reflecting the potential for reducing the Contractual Management Fee as the Fund grows. The Board considered whether the breakpoint fee structure was a reasonable means of sharing any economies of scale or other efficiencies that might accrue from increases in the Fund’s asset levels. The Board noted that the Fund had not reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered.
The Board determined that the management fee structure for the Fund, including breakpoints, was reasonable.
Other benefits to the manager and the subadviser
The Board considered other benefits received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders.
In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadviser to the Fund, the Board considered that the ancillary benefits that the Manager and its affiliates received were reasonable.
* * *
In light of all of the foregoing, the Board determined that the continuation of each of the Management Agreement and Sub-Advisory Agreement would be in the best interests of the Fund’s shareholders and approved the continuation of such agreements for another year.
Legg Mason Western Asset
Variable Money Market Portfolio
Trustees
Elliott J. Berv
A. Benton Cocanougher
Jane F. Dasher
Mark T. Finn
R. Jay Gerken, CFA Chairman
Rainer Greeven
Stephen R. Gross
Richard E. Hanson, Jr.
Diana R. Harrington
Susan M. Heilbron
Susan B. Kerley
Alan G. Merten
R. Richardson Pettit
Investment manager
Legg Mason Partners Fund Advisor, LLC
Subadviser
Western Asset Management Company
Distributor
Legg Mason Investor Services, LLC
Custodian
State Street Bank and Trust Company
Transfer agent
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, MA 02169
Independent registered public accounting firm
KPMG LLP
345 Park Avenue
New York, NY 10154
Legg Mason Western Asset Variable Money Market Portfolio
The Portfolio is a separate investment series of Legg Mason Partners Variable Income Trust, a Maryland statutory trust.
Legg Mason Western Asset Variable Money Market Portfolio
Legg Mason Funds
55 Water Street
New York, NY 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, shareholders can call the Portfolio at 1-877-721-1926.
Information on how the Portfolio voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Portfolio at 1-877-721-1926, (2) on the Portfolio’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of the Legg Mason Western Asset Variable Money Market Portfolio. This report is not authorized for distribution to prospective investors in the Portfolio unless proceeded or accompanied by a current prospectus.
Investors should consider the Portfolio’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Portfolio. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
© 2011 Legg Mason Investor Services, LLC
Member FINRA, SIPC
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
Ÿ | | Personal information included on applications or other forms; |
Ÿ | | Account balances, transactions, and mutual fund holdings and positions; |
Ÿ | | Online account access user IDs, passwords, security challenge question responses; and |
Ÿ | | Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.). |
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:
Ÿ | | Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators; |
Ÿ | | Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds; |
Ÿ | | The Funds’ representatives such as legal counsel, accountants and auditors; and |
Ÿ | | Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust. |
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NOT PART OF THE SEMI-ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds’ Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.
The Funds’ Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-877-721-1926.
Revised April 2011
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NOT PART OF THE SEMI-ANNUAL REPORT |
www.leggmason.com/individualinvestors
©2011 Legg Mason Investor Services, LLC Member FINRA, SIPC
FD04225 6/11 SR11-1380
Not applicable.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 11. | CONTROLS AND PROCEDURES. |
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
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Legg Mason Partners Variable Income Trust |
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By: | | /s/ R. Jay Gerken |
| | (R. Jay Gerken) |
| | Chief Executive Officer of Legg Mason Partners Variable Income Trust |
|
Date: June 23, 2011 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ R. Jay Gerken |
| | (R. Jay Gerken) |
| | Chief Executive Officer of Legg Mason Partners Variable Income Trust |
|
Date: June 23, 2011 |
| |
By: | | /s/ Kaprel Ozsolak |
| | (Kaprel Ozsolak) |
| | Chief Financial Officer of Legg Mason Partners Variable Income Trust |
|
Date: June 23, 2011 |