N-CSRS 1 d798805dncsrs.htm CLEARBRIDGE ALL CAP VALUE FUND ClearBridge All Cap Value Fund

 

 

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 811-06444

 

 

Legg Mason Partners Investment Trust

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 47th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 877-6LM-FUND/656-3863

Date of fiscal year end: September 30

Date of reporting period: March 31, 2024

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


LOGO

 

Semi-Annual Report   March 31, 2024

CLEARBRIDGE

ALL CAP VALUE FUND

 

 

 

The Securities and Exchange Commission has adopted new regulations that will result in changes to the design and delivery of annual and semi-annual shareholder reports beginning in July 2024.

If you have previously elected to receive shareholder reports electronically, you will continue to do so and need not take any action.

Otherwise, paper copies of the Fund’s shareholder reports will be mailed to you beginning in July 2024. If you would like to receive shareholder reports and other communications from the Fund electronically instead of by mail, you may make that request at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, enrolling at franklintempleton.com.

You may access franklintempleton.com by scanning the code below.

 

LOGO

INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE


What’s inside      
Letter from the president     III  
Performance review     V  
Fund at a glance     1  
Fund expenses     2  
Schedule of investments     4  
Statement of assets and liabilities     9  
Statement of operations     11  
Statements of changes in net assets     12  
Financial highlights     13  
Notes to financial statements     17  

Fund objectives

The Fund seeks long-term capital growth. Current income is a secondary consideration.

 

 

 II

   ClearBridge All Cap Value Fund


Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the semi-annual report of ClearBridge All Cap Value Fund for the six-month reporting period ended March 31, 2024. Please read on for Fund performance information during the Fund’s reporting period.

Subsequent event notice

The Board of Trustees, on behalf of the Fund (the “Target Fund”), has approved a reorganization pursuant to which the Target Fund’s assets would be acquired, and its liabilities would be assumed, by ClearBridge Value Fund (the “Acquiring Fund”), a series of Legg Mason Global Asset Management Trust, in exchange for shares of the Acquiring Fund (the “Reorganization”). The Target Fund would then be terminated, and shares of the Acquiring Fund would be distributed to Target Fund shareholders.

The completion of the Reorganization is subject to a number of conditions, but the Reorganization does not require the approval of shareholders. The Reorganization is expected to be completed on or about August 23, 2024, but the Reorganization may occur on such later date as the parties may agree. Effective at the close of market on or about June 24, 2024, the Target Fund will be closed to all new investors except as noted below. Investors who have an open and funded account on June 24 will be able to continue to invest in the Target Fund through exchanges and additional purchases after such date. The following categories of investors will continue to be able to open new accounts in the Target Fund after the close of market on June 24: (1) clients of discretionary investment allocation programs where such programs had investments in the Target Fund prior to the close of market on June 24; and (2) Employer Sponsored Retirement Plans or benefit plans and their participants where the Target Fund was available to participants prior to the close of market on June 24. Effective after the close of market on or about August 21, 2024, the Target Fund will not accept any additional purchases or exchanges. The Target Fund reserves the right to change this policy at any time. For more information, please see the Target Fund’s prospectus supplement dated May 6, 2024.

 

ClearBridge All Cap Value Fund  

 

III


Letter from the president (cont’d)

 

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.franklintempleton.com. Here you can gain immediate access to market and investment information, including:

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

April 30, 2024

 

 

 IV

   ClearBridge All Cap Value Fund


Performance review

 

For the six months ended March 31, 2024, Class A shares of ClearBridge All Cap Value Fund, excluding sales charges, returned 21.60%. The Fund’s unmanaged benchmark, the Russell 3000 Value Indexi, returned 19.29% for the same period.

 

Performance Snapshot as of March 31, 2024
(unaudited)
 
(excluding sales charges)   6 months  
ClearBridge All Cap Value Fund:  

Class A

    21.60

Class C

    21.21

Class I

    21.82

Class IS

    21.77
Russell 3000 Value Index     19.29

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 and investment returns will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.franklintempleton.com.

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 Fund expenses. Returns have not been adjusted to include sales charges that may apply or the deduction of taxes that a shareholder would pay on Fund distributions. If sales charges were reflected, the performance quoted would be lower. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

Fund performance figures reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated January 31, 2024, the gross total annual fund operating expense ratios for Class A, Class C, Class I and Class IS shares were 1.15%, 1.83%, 0.80% and 0.75%, 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 Fund expense ratios are more likely to increase when markets are volatile.

As a result of expense limitation arrangements, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 1.90% for Class C shares, 0.80% for Class I shares and 0.70% for Class IS shares. In addition, the ratio of total annual fund operating expenses for Class IS shares will not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2025 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. This management fee waiver is not subject to the recapture provision discussed below.

 

ClearBridge All Cap Value Fund  

 

V


Performance review (cont’d)

 

The manager is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class’ total annual fund operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual fund operating expenses exceeding the expense cap or any other lower limit then in effect.

As always, thank you for your confidence in our stewardship of your assets.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

April 30, 2024

RISKS: Equity securities are subject to market and price fluctuations. The Fund may invest in small- and mid-cap companies that may involve a higher degree of risk and volatility than investments in large-cap companies. The Fund is subject to certain risks of overseas investing not typically associated with investing in U.S. securities, including economic, political and social factors and currency fluctuations. These risks are magnified in emerging markets. Emerging market countries tend to have economic, political and legal systems that are less developed and are less stable than those of more developed countries. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

i 

The Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity value universe. It includes those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.) The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market.

 

 

 VI

   ClearBridge All Cap Value Fund


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of March 31, 2024 and September 30, 2023. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

1

 


Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; service and/or distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund 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 October 1, 2023 and held for the six months ended March 31, 2024.

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 Fund’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 Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund 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, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Based on actual total return1           Based on hypothetical total return1  
     Actual
Total Return
Without
Sales
Charge2
    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
 
Class A     21.60   $ 1,000.00     $ 1,216.00       1.11   $ 6.15       Class A     5.00   $ 1,000.00     $ 1,019.45       1.11   $ 5.60  
Class C     21.21       1,000.00       1,212.10       1.81       10.01       Class C     5.00       1,000.00       1,015.95       1.81       9.12  
Class I     21.82       1,000.00       1,218.20       0.78       4.33       Class I     5.00       1,000.00       1,021.10       0.78       3.94  
Class IS     21.77       1,000.00       1,217.70       0.71       3.94       Class IS     5.00       1,000.00       1,021.45       0.71       3.59  

 

 

 2

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


1 

For the six months ended March 31, 2024.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares. Total return is not annualized, as it may not be representative of the total return for the year. 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 each class’ respective annualized expense ratio (except for non-recurring expenses, if any) multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 366.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

3

 


Schedule of investments (unaudited)

March 31, 2024

 

ClearBridge All Cap Value Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  
Common Stocks — 98.4%                                
Communication Services — 3.5%                                

Interactive Media & Services — 1.8%

                               

Meta Platforms Inc., Class A Shares

                    60,000     $ 29,134,800  

Wireless Telecommunication Services — 1.7%

                               

T-Mobile US Inc.

                    170,000       27,747,400  

Total Communication Services

                            56,882,200  
Consumer Discretionary — 6.1%                                

Hotels, Restaurants & Leisure — 1.4%

                               

Airbnb Inc., Class A Shares

                    60,000       9,897,600  * 

Six Flags Entertainment Corp.

                    500,000       13,160,000  * 

Total Hotels, Restaurants & Leisure

                            23,057,600  

Household Durables — 0.8%

                               

Sony Group Corp., ADR

                    150,000       12,861,000  

Specialty Retail — 3.9%

                               

AutoZone Inc.

                    6,000       18,909,900  * 

Lithia Motors Inc.

                    45,000       13,538,700  

Murphy USA Inc.

                    75,000       31,440,000  

Total Specialty Retail

                            63,888,600  

Total Consumer Discretionary

                            99,807,200  
Consumer Staples — 4.6%                                

Consumer Staples Distribution & Retail — 2.4%

                               

Performance Food Group Co.

                    175,000       13,062,000  * 

Target Corp.

                    150,000       26,581,500  

Total Consumer Staples Distribution & Retail

                            39,643,500  

Personal Care Products — 2.2%

                               

Coty Inc., Class A Shares

                    1,500,000       17,940,000  * 

Haleon PLC, ADR

                    2,000,000       16,980,000  

Total Personal Care Products

                            34,920,000  

Total Consumer Staples

                            74,563,500  
Energy — 13.2%                                

Energy Equipment & Services — 4.6%

                               

Atlas Energy Solutions Inc.

                    625,000       14,137,500  

Baker Hughes Co.

                    800,000       26,800,000  

Noble Corp. PLC

                    700,000       33,943,000  

Total Energy Equipment & Services

                            74,880,500  

Oil, Gas & Consumable Fuels — 8.6%

                               

ConocoPhillips

                    220,000       28,001,600  

EQT Corp.

                    650,000       24,095,500  

Hess Corp.

                    160,000       24,422,400  

 

See Notes to Financial Statements.

 

 

 4

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

 

ClearBridge All Cap Value Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  

Oil, Gas & Consumable Fuels — continued

                               

Suncor Energy Inc.

                    900,000     $ 33,219,000  

TotalEnergies SE, ADR

                    450,000       30,973,500  

Total Oil, Gas & Consumable Fuels

                            140,712,000  

Total Energy

                            215,592,500  
Financials — 23.6%                                

Banks — 3.9%

                               

M&T Bank Corp.

                    135,000       19,634,400  

Wells Fargo & Co.

                    750,000       43,470,000  

Total Banks

                            63,104,400  

Capital Markets — 1.5%

                               

Goldman Sachs Group Inc.

                    60,000       25,061,400  

Consumer Finance — 3.1%

                               

Capital One Financial Corp.

                    150,000       22,333,500  

OneMain Holdings Inc.

                    550,000       28,099,500  

Total Consumer Finance

                            50,433,000  

Financial Services — 8.4%

                               

Block Inc.

                    375,000       31,717,500  * 

Corebridge Financial Inc.

                    800,000       22,984,000  

Euronet Worldwide Inc.

                    125,000       13,741,250  * 

Fiserv Inc.

                    275,000       43,950,500  * 

MGIC Investment Corp.

                    1,100,000       24,596,000  

Total Financial Services

                            136,989,250  

Insurance — 5.8%

                               

American International Group Inc.

                    600,000       46,902,000  

Everest Group Ltd.

                    40,000       15,900,000  

Fairfax Financial Holdings Ltd.

                    28,968       31,257,631  

Total Insurance

                            94,059,631  

Mortgage Real Estate Investment Trusts (REITs) — 0.9%

                               

AGNC Investment Corp.

                    1,500,000       14,850,000  

Total Financials

                            384,497,681  
Health Care — 10.8%                                

Biotechnology — 4.8%

                               

AbbVie Inc.

                    230,000       41,883,000  

Biogen Inc.

                    40,000       8,625,200  * 

Gilead Sciences Inc.

                    375,000       27,468,750  

Total Biotechnology

                            77,976,950  

Health Care Equipment & Supplies — 1.6%

                               

Medtronic PLC

                    225,000       19,608,750  

QuidelOrtho Corp.

                    130,000       6,232,200  * 

Total Health Care Equipment & Supplies

                            25,840,950  

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

5

 


Schedule of investments (unaudited) (cont’d)

March 31, 2024

 

ClearBridge All Cap Value Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  

Health Care Providers & Services — 1.5%

                               

CVS Health Corp.

                    300,000     $ 23,928,000  

Life Sciences Tools & Services — 1.0%

                               

ICON PLC

                    50,000       16,797,500  * 

Pharmaceuticals — 1.9%

                               

Johnson & Johnson

                    200,000       31,638,000  

Total Health Care

                            176,181,400  
Industrials — 9.7%                                

Aerospace & Defense — 2.6%

                               

Airbus SE

                    125,000       23,028,601 (a) 

BWX Technologies Inc.

                    180,000       18,471,600  

Total Aerospace & Defense

                            41,500,201  

Air Freight & Logistics — 1.8%

                               

United Parcel Service Inc., Class B Shares

                    200,000       29,726,000  

Commercial Services & Supplies — 1.2%

                               

Clean Harbors Inc.

                    100,000       20,131,000

Ground Transportation — 1.0%

                               

Canadian Pacific Kansas City Ltd.

                    190,000       16,752,300  

Machinery — 1.3%

                               

CNH Industrial NV

                    750,000       9,720,000  

Hillman Solutions Corp.

                    1,000,000       10,640,000  * 

Total Machinery

                            20,360,000  

Passenger Airlines — 1.1%

                               

Alaska Air Group Inc.

                    400,000       17,196,000

Trading Companies & Distributors — 0.7%

                               

GATX Corp.

                    90,000       12,062,700  

Total Industrials

                            157,728,201  
Information Technology — 9.6%                                

Electronic Equipment, Instruments & Components — 0.9%

                               

Zebra Technologies Corp., Class A Shares

                    50,000       15,072,000

Semiconductors & Semiconductor Equipment — 4.9%

                               

Marvell Technology Inc.

                    250,000       17,720,000  

Micron Technology Inc.

                    400,000       47,156,000  

Skyworks Solutions Inc.

                    140,000       15,164,800  

Total Semiconductors & Semiconductor Equipment

                            80,040,800  

Software — 3.8%

                               

Gen Digital Inc.

                    900,000       20,160,000  

Oracle Corp.

                    325,000       40,823,250  

Total Software

                            60,983,250  

Total Information Technology

                            156,096,050  

 

See Notes to Financial Statements.

 

 

 6

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

 

ClearBridge All Cap Value Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  
Materials — 8.1%                                

Chemicals — 3.1%

                               

Air Liquide SA

                    104,500     $ 21,741,089 (a) 

Corteva Inc.

                    350,000       20,184,500  

Olin Corp.

                    170,000       9,996,000  

Total Chemicals

                            51,921,589  

Construction Materials — 2.1%

                               

Vulcan Materials Co.

                    125,000       34,115,000  

Metals & Mining — 2.9%

                               

Freeport-McMoRan Inc.

                    750,000       35,265,000  

Wheaton Precious Metals Corp.

                    250,000       11,782,500  

Total Metals & Mining

                            47,047,500  

Total Materials

                            133,084,089  
Real Estate — 1.0%                                

Residential REITs — 1.0%

                               

American Homes 4 Rent, Class A Shares

                    450,000       16,551,000  
Utilities — 8.2%                                

Electric Utilities — 3.3%

                               

Constellation Energy Corp.

                    169,999       31,424,315  

Exelon Corp.

                    600,000       22,542,000  

Total Electric Utilities

                            53,966,315  

Independent Power and Renewable Electricity Producers — 4.3%

                               

AES Corp.

                    1,600,000       28,688,000  

Vistra Corp.

                    600,000       41,790,000  

Total Independent Power and Renewable Electricity Producers

                            70,478,000  

Multi-Utilities — 0.6%

                               

DTE Energy Co.

                    85,000       9,531,900  

Total Utilities

                            133,976,215  

Total Investments before Short-Term Investments (Cost — $1,092,285,126)

 

    1,604,960,036  
     Rate                       
Short-Term Investments — 1.6%                                

JPMorgan 100% U.S. Treasury Securities Money Market Fund, Institutional Class

    5.155             13,105,056       13,105,056 (b)  

Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares

    5.242             13,105,055       13,105,055 (b)(c)  

Total Short-Term Investments (Cost — $26,210,111)

                            26,210,111  

Total Investments — 100.0% (Cost — $1,118,495,237)

                            1,631,170,147  

Liabilities in Excess of Other Assets — (0.0)%††

                            (105,194

Total Net Assets — 100.0%

                          $ 1,631,064,953  

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

7

 


Schedule of investments (unaudited) (cont’d)

March 31, 2024

 

ClearBridge All Cap Value Fund

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

Security is fair valued in accordance with procedures approved by the Board of Trustees (Note 1).

 

(b) 

Rate shown is one-day yield as of the end of the reporting period.

 

(c) 

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At March 31, 2024, the total market value of investments in Affiliated Companies was $13,105,055 and the cost was $13,105,055 (Note 8).

 

Abbreviation(s) used in this schedule:

ADR   — American Depositary Receipts

 

See Notes to Financial Statements.

 

 

 8

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


Statement of assets and liabilities (unaudited)

March 31, 2024

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $1,105,390,182)

   $ 1,618,065,092  

Investments in affiliated securities, at value (Cost — $13,105,055)

     13,105,055  

Cash

     510,000  

Dividends receivable from unaffiliated investments

     1,280,545  

European Union tax reclaims receivable (Note 1)

     475,698  

Receivable for Fund shares sold

     243,536  

Dividends receivable from affiliated investments

     62,936  

Security litigation proceeds receivable

     16,105  

Prepaid expenses

     28,712  

Total Assets

     1,633,787,679  
Liabilities:         

Investment management fee payable

     897,102  

Payable for Fund shares repurchased

     676,760  

Transfer agent fees payable

     422,630  

Service and/or distribution fees payable

     330,808  

Trustees’ fees payable

     193,495  

European Union tax reclaim contingent fees payable (Note 1)

     118,924  

Accrued expenses

     83,007  

Total Liabilities

     2,722,726  
Total Net Assets    $ 1,631,064,953  
Net Assets:         

Par value (Note 7)

   $ 1,101  

Paid-in capital in excess of par value

     1,065,806,703  

Total distributable earnings (loss)

     565,257,149  
Total Net Assets    $ 1,631,064,953  

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

9

 


Statement of assets and liabilities (unaudited) (cont’d)

March 31, 2024

 

Net Assets:         

Class A

     $1,587,026,314  

Class C

     $6,376,556  

Class I

     $32,819,998  

Class IS

     $4,842,085  
Shares Outstanding:         

Class A

     107,246,391  

Class C

     530,662  

Class I

     2,027,261  

Class IS

     299,574  
Net Asset Value:         

Class A (and redemption price)

     $14.80  

Class C*

     $12.02  

Class I (and redemption price)

     $16.19  

Class IS (and redemption price)

     $16.16  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 5.50%)

     $15.66  

 

*

Redemption price per share is NAV of Class C shares reduced by a 1.00% CDSC if shares are redeemed within one year from purchase payment (Note 2).

 

See Notes to Financial Statements.

 

 

 10

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


Statement of operations (unaudited)

For the Six Months Ended March 31, 2024

 

Investment Income:         

Dividends from unaffiliated investments

   $ 17,779,760  

Dividends from affiliated investments

     507,480  

European Union tax reclaims (Note 1)

     288,977  

Less: Foreign taxes withheld

     (339,909)  

Total Investment Income

     18,236,308  
Expenses:         

Investment management fee (Note 2)

     5,133,538  

Service and/or distribution fees (Notes 2 and 5)

     1,813,496  

Transfer agent fees (Notes 2 and 5)

     1,128,841  

European Union tax reclaim contingent fees (Note 1)

     72,244  

Trustees’ fees

     65,265  

Fund accounting fees

     40,346  

Registration fees

     40,256  

Legal fees

     28,671  

Shareholder reports

     20,070  

Audit and tax fees

     17,761  

Commitment fees (Note 9)

     6,327  

Insurance

     5,091  

Custody fees

     2,393  

Miscellaneous expenses

     8,317  

Total Expenses

     8,382,616  

Less: Fee waivers and/or expense reimbursements (Notes 2 and 5)

     (211,471)  

Net Expenses

     8,171,145  
Net Investment Income      10,065,163  
Realized and Unrealized Gain on Investments and Foreign Currency Transactions (Notes 1 and 3):         

Net Realized Gain From:

        

Investment transactions in unaffiliated securities

     48,996,347  

Foreign currency transactions

     5,218  

Net Realized Gain

     49,001,565  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments in unaffiliated securities

     235,162,101  

Foreign currencies

     5,304  

Change in Net Unrealized Appreciation (Depreciation)

     235,167,405  
Net Gain on Investments and Foreign Currency Transactions      284,168,970  
Increase in Net Assets From Operations    $ 294,234,133  

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

11

 


Statements of changes in net assets

 

For the Six Months Ended March 31, 2024 (unaudited)
and the Year Ended September 30, 2023
   2024      2023  
Operations:                  

Net investment income

   $ 10,065,163      $ 15,416,045  

Net realized gain

     49,001,565        50,612,251  

Change in net unrealized appreciation (depreciation)

     235,167,405        140,779,050  

Increase in Net Assets From Operations

     294,234,133        206,807,346  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (65,888,009)        (99,736,796)  

Decrease in Net Assets From Distributions to Shareholders

     (65,888,009)        (99,736,796)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     25,768,538        52,066,618  

Reinvestment of distributions

     65,376,593        98,782,387  

Cost of shares repurchased

     (94,972,741)        (160,779,391)  

Decrease in Net Assets From Fund Share Transactions

     (3,827,610)        (9,930,386)  

Increase in Net Assets

     224,518,514        97,140,164  
Net Assets:                  

Beginning of period

     1,406,546,439        1,309,406,275  

End of period

   $ 1,631,064,953      $ 1,406,546,439  

 

See Notes to Financial Statements.

 

 

 12

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class A Shares1   20242     2023     2022     2021     2020     2019  
Net asset value, beginning of period     $12.74       $11.78       $14.98       $10.98       $12.73       $14.81  
Income (loss) from operations:            

Net investment income

    0.09       0.14       0.13       0.18       0.19       0.16  

Net realized and unrealized gain (loss)

    2.58       1.73       (1.66)       4.37       (1.75)       (0.78)  

Total income (loss) from operations

    2.67       1.87       (1.53)       4.55       (1.56)       (0.62)  
Less distributions from:            

Net investment income

    (0.14)       (0.16)       (0.18)       (0.18)       (0.19)       (0.10)  

Net realized gains

    (0.47)       (0.75)       (1.49)       (0.37)             (1.36)  

Total distributions

    (0.61)       (0.91)       (1.67)       (0.55)       (0.19)       (1.46)  
Net asset value, end of period     $14.80       $12.74       $11.78       $14.98       $10.98       $12.73  

Total return3

    21.60     15.99     (11.76)     42.55     (12.50)     (3.41) %4 
Net assets, end of period (millions)     $1,587       $1,369       $1,276       $1,552       $1,184       $1,510  
Ratios to average net assets:            

Gross expenses

    1.14 %5,6      1.15 %6      1.14     1.16     1.20     1.16

Net expenses7,8

    1.11 5,6       1.11 6       1.12       1.13       1.16       1.13  

Net investment income

    1.36 5       1.07       0.91       1.32       1.61       1.25  
Portfolio turnover rate     14     24     28     28     20     14

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the six months ended March 31, 2024 (unaudited).

 

3 

Performance figures, exclusive of sales charges, 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. Total returns for periods of less than one year are not annualized.

 

4 

The total return includes gains from settlement of security litigations. Without these gains, the total return would have been (3.48)% for the year ended September 30, 2019.

 

5 

Annualized, except for non-recurring income and expense items, if any.

 

6 

Included in the expense ratios are certain non-recurring European Union tax reclaim contingent fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would not have changed for the six months ended March 31, 2024 and for the year ended September 30, 2023.

 

7 

Reflects fee waivers and/or expense reimbursements.

 

8 

The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

13

 


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class C Shares1   20242     2023     2022     2021     2020     2019  
Net asset value, beginning of period     $10.42       $9.78       $12.67       $9.35       $10.76       $12.73  
Income (loss) from operations:            

Net investment income

    0.04       0.04       0.02       0.07       0.09       0.06  

Net realized and unrealized gain (loss)

    2.10       1.44       (1.37)       3.71       (1.50)       (0.64)  

Total income (loss) from operations

    2.14       1.48       (1.35)       3.78       (1.41)       (0.58)  
Less distributions from:            

Net investment income

    (0.07)       (0.09)       (0.05)       (0.09)             (0.03)  

Net realized gains

    (0.47)       (0.75)       (1.49)       (0.37)             (1.36)  

Total distributions

    (0.54)       (0.84)       (1.54)       (0.46)             (1.39)  
Net asset value, end of period     $12.02       $10.42       $9.78       $12.67       $9.35       $10.76  

Total return3

    21.21     15.14     (12.32)     41.61     (13.10)     (3.78) %4 
Net assets, end of period (000s)     $6,377       $5,711       $6,108       $9,317       $9,262       $17,348  
Ratios to average net assets:            

Gross expenses

    1.84 %5,6      1.83 %6      1.86     1.86     1.84     1.76

Net expenses7,8

    1.81 5,6       1.80 6       1.84       1.83       1.80       1.72  

Net investment income

    0.66 5       0.38       0.18       0.61       0.95       0.52  
Portfolio turnover rate     14     24     28     28     20     14

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the six months ended March 31, 2024 (unaudited).

 

3 

Performance figures, exclusive of CDSC, 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. Total returns for periods of less than one year are not annualized.

 

4 

The total return includes gains from settlement of security litigations. Without these gains, the total return would have been (4.67)% for the year ended September 30, 2019.

 

5 

Annualized, except for non-recurring income and expense items, if any.

 

6 

Included in the expense ratios are certain non-recurring European Union tax reclaim contingent fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would not have changed for the six months ended March 31, 2024 and would have been 1.83% and 1.79%, respectively, for the year ended September 30, 2023.

 

7 

Reflects fee waivers and/or expense reimbursements.

 

8 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class C shares did not exceed 1.90%. This expense limitation arrangement cannot be terminated prior to December 31, 2025 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

See Notes to Financial Statements.

 

 

 14

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class I Shares1   20242     2023     2022     2021     2020     2019  
Net asset value, beginning of period     $13.90       $12.78       $16.12       $11.78       $13.63       $15.75  
Income (loss) from operations:            

Net investment income

    0.12       0.20       0.19       0.25       0.25       0.22  

Net realized and unrealized gain (loss)

    2.82       1.87       (1.80)       4.68       (1.86)       (0.82)  

Total income (loss) from operations

    2.94       2.07       (1.61)       4.93       (1.61)       (0.60)  
Less distributions from:            

Net investment income

    (0.18)       (0.20)       (0.24)       (0.22)       (0.24)       (0.16)  

Net realized gains

    (0.47)       (0.75)       (1.49)       (0.37)             (1.36)  

Total distributions

    (0.65)       (0.95)       (1.73)       (0.59)       (0.24)       (1.52)  
Net asset value, end of period     $16.19       $13.90       $12.78       $16.12       $11.78       $13.63  

Total return3

    21.82     16.31     (11.43)     43.03     (12.13)     (3.06) %4 
Net assets, end of period (000s)     $32,820       $27,659       $26,069       $29,865       $21,592       $32,709  
Ratios to average net assets:            

Gross expenses

    0.81 %5,6      0.81 %6       0.80     0.80     0.81     0.80

Net expenses7,8

    0.78 5,6       0.77 6       0.77       0.77       0.78       0.77  

Net investment income

    1.69 5       1.42       1.26       1.68       1.99       1.60  
Portfolio turnover rate     14     24     28     28     20     14

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the six months ended March 31, 2024 (unaudited).

 

3 

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. Total returns for periods of less than one year are not annualized.

 

4 

The total return includes gains from settlement of security litigations. Without these gains, the total return would have been (3.20)% for the year ended September 30, 2019.

 

5 

Annualized, except for non-recurring income and expense items, if any.

 

6 

Included in the expense ratios are certain non-recurring European Union tax reclaim contingent fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would both have been 0.80% and 0.77%, respectively, for the six months ended March 31, 2024 and 0.80% and 0.77%, respectively, for the year ended September 30, 2023.

 

7 

Reflects fee waivers and/or expense reimbursements.

 

8 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 0.80%. This expense limitation arrangement cannot be terminated prior to December 31, 2025 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

15

 


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class IS Shares1   20242     2023     2022     2021     2020     2019  
Net asset value, beginning of period     $13.89       $12.76       $16.10       $11.77       $13.62       $15.74  
Income (loss) from operations:            

Net investment income

    0.13       0.19       0.20       0.27       0.26       0.24  

Net realized and unrealized gain (loss)

    2.80       1.90       (1.79)       4.66       (1.86)       (0.83)  

Total income (loss) from operations

    2.93       2.09       (1.59)       4.93       (1.60)       (0.59)  
Less distributions from:            

Net investment income

    (0.19)       (0.21)       (0.26)       (0.23)       (0.25)       (0.17)  

Net realized gains

    (0.47)       (0.75)       (1.49)       (0.37)             (1.36)  

Total distributions

    (0.66)       (0.96)       (1.75)       (0.60)       (0.25)       (1.53)  
Net asset value, end of period     $16.16       $13.89       $12.76       $16.10       $11.77       $13.62  

Total return3

    21.77     16.51     (11.37)     43.09     (12.07)     (2.98) %4 
Net assets, end of period (000s)     $4,842       $4,054       $1,641       $1,897       $1,003       $1,239  
Ratios to average net assets:            

Gross expenses

    0.74 %5,6      0.75 %6      0.75     0.77     0.75     0.76

Net expenses7,8

    0.71 5,6       0.70 6       0.70       0.70       0.70       0.70  

Net investment income

    1.76 5       1.43       1.33       1.76       2.08       1.81  
Portfolio turnover rate     14     24     28     28     20     14

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the six months ended March 31, 2024 (unaudited).

 

3 

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. Total returns for periods of less than one year are not annualized.

 

4 

The total return includes gains from settlement of security litigations. Without these gains, the total return would have been unchanged for the year ended September 30, 2019.

 

5 

Annualized, except for non-recurring income and expense items, if any.

 

6 

Included in the expense ratios are certain non-recurring European Union tax reclaim contingent fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would both have been 0.73% and 0.70%, respectively, for the six months ended March 31, 2024 and would not have changed for the year ended September 30, 2023.

 

7 

Reflects fee waivers and/or expense reimbursements.

 

8 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class IS shares did not exceed 0.70%. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2025 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

See Notes to Financial Statements.

 

 

 16

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

ClearBridge All Cap Value Fund (the “Fund”) is a separate diversified investment series of Legg Mason Partners Investment 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.

The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. 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. 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. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, 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 Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees. This may include using an independent third party pricing service to adjust the value of such securities to the latest indications of fair value at 4:00 p.m. (Eastern Time).

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

17

 


Notes to financial statements (unaudited) (cont’d)

 

Pursuant to policies adopted by the Board of Trustees, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s manager is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Fund’s manager and the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Trustees, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Trustees quarterly.

The Fund 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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    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 — unadjusted 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 Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value 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 Fund’s assets carried at fair value:

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)*
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Long-Term Investments†:                                

Common Stocks:

                               

Industrials

  $ 134,699,600     $ 23,028,601           $ 157,728,201  

Materials

    111,343,000       21,741,089             133,084,089  

Other Common Stocks

    1,314,147,746                   1,314,147,746  
Total Long-Term Investments     1,560,190,346       44,769,690             1,604,960,036  
Short-Term Investments†     26,210,111                   26,210,111  
Total Investments   $ 1,586,400,457     $ 44,769,690           $ 1,631,170,147  

 

*

As a result of the fair value pricing procedures for international equities utilized by the Fund, which account for events occurring after the close of the principal market of the security but prior to the calculation of the Fund’s net asset value, certain securities were classified as Level 2 within the fair value hierarchy.

 

See Schedule of Investments for additional detailed categorizations.

(b) 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 on 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 Fund does not isolate that portion of the results of operations resulting from fluctuations 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.

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

19

 


Notes to financial statements (unaudited) (cont’d)

 

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 Fund’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 values of assets and liabilities, other than investments in securities, on 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.

(c) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.

(d) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities) is recorded on the accrual basis. Amortization of premiums and accretion of discounts on debt securities are recorded to interest income over the lives of the respective securities, except for premiums on certain callable debt securities, which are amortized to the earliest call date. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund 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 or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(e) REIT distributions. The character of distributions received from Real Estate Investment Trusts (‘‘REITs’’) held by the Fund is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Fund to estimate the character of distributions received from underlying REITs based on historical data provided by the REITs. After each calendar year end, REITs report the actual tax character of these distributions.

 

 

 20

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

Differences between the estimated and actual amounts reported by the REITs are reflected in the Fund’s records in the year in which they are reported by the REITs by adjusting related investment cost basis, capital gains and income, as necessary.

(f) 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 Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(g) Share class accounting. Investment income, common expenses and realized/ unrealized gains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.

(h) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

(i) Federal and other taxes. It is the Fund’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 Fund 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 Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of September 30, 2023, no provision for income tax is required in the Fund’s financial statements. The Fund’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.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (“EU reclaims”). Income recognized, if any, for EU reclaims is reflected as European Union tax reclaims in the Statement of Operations and any related receivable is reflected as European Union tax reclaims receivable in the Statement of Assets and Liabilities. Any fees associated with these filings are reflected as European Union tax reclaim contingent fees in the Statement of Operations. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

21

 


Notes to financial statements (unaudited) (cont’d)

 

U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amount of foreign taxes Fund shareholders can use as tax deductions or credits on their income tax returns.

(j) 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

Franklin Templeton Fund Adviser, LLC (“FTFA”) (formerly known as Legg Mason Partners Fund Advisor, LLC prior to November 30, 2023) is the Fund’s investment manager and ClearBridge Investments, LLC (“ClearBridge”) is the Fund’s subadviser. Western Asset Management Company, LLC (“Western Asset”) manages the portion of the Fund’s cash and short-term instruments allocated to it. FTFA, ClearBridge and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, in accordance with the following breakpoint schedule:

 

Average Daily Net Assets      Annual Rate  
First $1.5 billion        0.700
Next $0.5 billion        0.680  
Next $0.5 billion        0.650  
Next $1.0 billion        0.600  
Over $3.5 billion        0.500  

FTFA provides administrative and certain oversight services to the Fund. FTFA delegates to the subadviser the day-to-day portfolio management of the Fund, except for the management of the portion of the Fund’s cash and short-term instruments allocated to Western Asset. For its services, FTFA pays ClearBridge a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund. For Western Asset’s services to the Fund, FTFA pays Western Asset monthly 0.02% of the portion of the Fund’s average daily net assets that are allocated to Western Asset by FTFA.

As a result of expense limitation arrangements between the Fund and FTFA, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class C, Class I and Class IS shares did not exceed 1.90%, 0.80% and 0.70%, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2025 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in

 

 

 22

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

connection with any investment in an affiliated money market fund (the “affiliated money market fund waiver”). The affiliated money market fund waiver is not subject to the recapture provision discussed below.

During the six months ended March 31, 2024, fees waived and/or expenses reimbursed amounted to $211,471, which included an affiliated money market fund waiver of $8,738.

FTFA is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class’ total annual fund operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will FTFA recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual fund operating expenses exceeding the expense cap or any other lower limit then in effect.

Franklin Distributors, LLC (“Franklin Distributors”) serves as the Fund’s sole and exclusive distributor. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources. Franklin Templeton Investor Services, LLC (“Investor Services”) serves as the Fund’s shareholder servicing agent and acts as the Fund’s transfer agent and dividend-paying agent. Investor Services is an indirect, wholly-owned subsidiary of Franklin Resources. Each class of shares of the Fund pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. Investor Services charges account-based fees based on the number of individual shareholder accounts, as well as a fixed percentage fee based on the total account-based fees charged. In addition, each class reimburses Investor Services for out of pocket expenses incurred. For the six months ended March 31, 2024, the Fund incurred transfer agent fees as reported on the Statement of Operations, of which $20,092 was earned by Investor Services.

There is a maximum initial sales charge of 5.50% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 1.00% on Class C shares, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by Franklin Distributors, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the six months ended March 31, 2024, sales charges retained by and CDSCs paid to Franklin Distributors and its affiliates, if any, were as follows:

 

        Class A        Class C  
Sales charges      $ 59,126           
CDSCs        8,960        $ 25  

The Fund had adopted an unfunded, non-qualified deferred compensation plan (the “Plan”) which allowed non-interested trustees (“Independent Trustees”) to defer the receipt of all or a portion of their fees earned until a later date specified by the Independent Trustees. The

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

23

 


Notes to financial statements (unaudited) (cont’d)

 

deferred balances are reported in the Statement of Assets and Liabilities under Trustees’ fees payable and are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Fund’s general assets. The Plan was terminated effective January 1, 2007. This change had no effect on fees previously deferred. As of March 31, 2024, the Fund had accrued $169,083 as deferred compensation payable.

All officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust.

3. Investments

During the six months ended March 31, 2024, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 203,696,323  
Sales        224,328,362  

At March 31, 2024, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

      Cost     

Gross

Unrealized
Appreciation

    

Gross

Unrealized
Depreciation

    

Net

Unrealized
Appreciation

 
Securities    $ 1,118,495,237      $ 542,570,348      $ (29,895,438)      $ 512,674,910  

4. Derivative instruments and hedging activities

During the six months ended March 31, 2024, the Fund did not invest in derivative instruments.

5. Class specific expenses, waivers and/or expense reimbursements

The Fund has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan the Fund pays service and/or distribution fees with respect to its Class A and Class C shares calculated at the annual rate of 0.25% and 1.00% of the average daily net assets of each class, respectively. Service and/or distribution fees are accrued daily and paid monthly.

For the six months ended March 31, 2024, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class A      $ 1,784,944        $ 1,115,531  
Class C        28,552          3,001  
Class I                 10,235  
Class IS                 74  
Total      $ 1,813,496        $ 1,128,841  

 

 

 24

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

For the six months ended March 31, 2024, waivers and/or expense reimbursements by class were as follows:

 

                  Waivers/Expense
Reimbursements
 
Class A                       $ 205,752  
Class C                   822  
Class I                   4,194  
Class IS                   703  
Total                 $ 211,471  

6. Distributions to shareholders by class

 

        Six Months Ended
March 31, 2024
       Year Ended
September 30, 2023
 
Net Investment Income:                      
Class A      $ 14,542,078        $ 17,140,073  
Class C        34,367          55,722  
Class I        362,603          404,394  
Class IS        60,999          27,630  
Total      $ 15,000,047        $ 17,627,819  
Net Realized Gains:                      
Class A      $ 49,558,646        $ 80,045,560  
Class C        243,251          441,578  
Class I        936,613          1,522,734  
Class IS        149,452          99,105  
Total      $ 50,887,962        $ 82,108,977  

7. Shares of beneficial interest

At March 31, 2024, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears 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
March 31, 2024
     Year Ended
September 30, 2023
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      1,516,624      $ 20,033,761        3,375,290      $ 42,678,509  
Shares issued on reinvestment      4,907,317        63,647,903        7,692,886        96,314,930  
Shares repurchased      (6,640,678)        (87,979,463)        (11,864,913)        (149,784,500)  
Net decrease      (216,737)      $ (4,297,799)        (796,737)      $ (10,791,061)  

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

25

 


Notes to financial statements (unaudited) (cont’d)

 

     Six Months Ended
March 31, 2024
     Year Ended
September 30, 2023
 
      Shares      Amount      Shares      Amount  
Class C                                    
Shares sold      39,914      $ 441,780        89,635      $ 926,526  
Shares issued on reinvestment      26,177        276,162        48,088        494,827  
Shares repurchased      (83,427)        (894,908)        (214,047)        (2,215,881)  
Net decrease      (17,336)      $ (176,966)        (76,324)      $ (794,528)  
Class I                                    
Shares sold      323,226      $ 4,660,705        416,785      $ 5,730,302  
Shares issued on reinvestment      87,656        1,242,077        135,429        1,845,895  
Shares repurchased      (372,982)        (5,352,423)        (602,947)        (8,253,843)  
Net increase (decrease)      37,900      $ 550,359        (50,733)      $ (677,646)  
Class IS                                    
Shares sold      44,572      $ 632,292        192,190      $ 2,731,281  
Shares issued on reinvestment      14,873        210,451        9,319        126,735  
Shares repurchased      (51,799)        (745,947)        (38,190)        (525,167)  
Net increase      7,646      $ 96,796        163,319      $ 2,332,849  

8. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the six months ended March 31, 2024. The following transactions were effected in such company for the six months ended March 31, 2024.

 

     Affiliate
Value at
September  30,

2023
    Purchased   Sold  
  Cost   Shares   Proceeds     Shares  
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares   $ 33,332,321     $27,886,012   27,886,012   $ 48,113,278       48,113,278  

 

(cont’d)   Realized
Gain (Loss)
    Dividend
Income
  Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
    Affiliate
Value at
March 31,
2024
 
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares         $507,480         $ 13,105,055  

 

 

 26

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


 

9. Redemption facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, the “Borrowers”) managed by Franklin Resources or its affiliates, is a borrower in a joint syndicated senior unsecured credit facility totaling $2.675 billion (the “Global Credit Facility”). The Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. Unless renewed, the Global Credit Facility will terminate on January 31, 2025.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in the Statement of Operations. The Fund did not utilize the Global Credit Facility during the six months ended March 31, 2024.

10. Recent accounting pronouncement

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in the ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not be considered in measuring fair value. The ASU is effective for interim and annual reporting periods beginning after December 15, 2023, with the option of early adoption. Management has reviewed the requirements and believes that the adoption of the ASU will not have a material impact on the financial statements.

11. Subsequent event

The Board of Trustees, on behalf of the Fund (the “Target Fund”), has approved a reorganization pursuant to which the Target Fund’s assets would be acquired, and its liabilities would be assumed, by ClearBridge Value Fund (the “Acquiring Fund”), a series of Legg Mason Global Asset Management Trust, in exchange for shares of the Acquiring Fund (the “Reorganization”). The Target Fund would then be terminated, and shares of the Acquiring Fund would be distributed to Target Fund shareholders.

The completion of the Reorganization is subject to a number of conditions, but the Reorganization does not require the approval of shareholders. The Reorganization is expected to be completed on or about August 23, 2024, but the Reorganization may occur on such later date as the parties may agree. Effective at the close of market on or about June 24, 2024, the Target Fund will be closed to all new investors except as noted below. Investors who have an open and funded account on June 24 will be able to continue to

 

ClearBridge All Cap Value Fund 2024 Semi-Annual Report    

 

 

27

 


Notes to financial statements (unaudited) (cont’d)

 

invest in the Target Fund through exchanges and additional purchases after such date. The following categories of investors will continue to be able to open new accounts in the Target Fund after the close of market on June 24: (1) clients of discretionary investment allocation programs where such programs had investments in the Target Fund prior to the close of market on June 24; and (2) Employer Sponsored Retirement Plans or benefit plans and their participants where the Target Fund was available to participants prior to the close of market on June 24. Effective after the close of market on or about August 21, 2024, the Target Fund will not accept any additional purchases or exchanges. The Target Fund reserves the right to change this policy at any time. For more information, please see the Target Fund’s prospectus supplement dated May 6, 2024.

 

 

 28

    ClearBridge All Cap Value Fund 2024 Semi-Annual Report


ClearBridge

All Cap Value Fund

 

Trustees

Andrew L. Breech

Stephen R. Gross

Susan M. Heilbron

Arnold L. Lehman

Robin J. W. Masters

Ken Miller

G. Peter O’Brien*

Chair

Thomas F. Schlafly

Jane Trust

 

*

Effective February 7, 2024, Mr. O’Brien became Chair of the Board.

 

Investment manager

Franklin Templeton Fund Adviser, LLC**

Subadviser

ClearBridge Investments, LLC

Distributor

Franklin Distributors, LLC

Custodian

The Bank of New York Mellon

 

**

Formerly known as Legg Mason Partners Fund Advisor, LLC.

Transfer agent

Franklin Templeton Investor Services, LLC

3344 Quality Drive

Rancho Cordova, CA 95670-7313

Independent registered public accounting firm

PricewaterhouseCoopers LLP Baltimore, MD

 

ClearBridge All Cap Value Fund

The Fund is a separate investment series of Legg Mason Partners Investment Trust, a Maryland statutory trust.

ClearBridge All Cap Value Fund

Legg Mason Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 877-6LM-FUND/656-3863.

Information on how the Fund 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 Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 877-6LM-FUND/656-3863, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of ClearBridge All Cap Value Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.

Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

www.franklintempleton.com

© 2024 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.


Franklin Templeton Funds Privacy and Security Notice

 

Your Privacy Is Our Priority

Franklin Templeton* is committed to safeguarding your personal information. This notice is designed to provide you with a summary of the non-public personal information Franklin Templeton may collect and maintain about current or former individual investors; our policy regarding the use of that information; and the measures we take to safeguard the information. We do not sell individual investors’ non-public personal information to anyone and only share it as described in this notice.

Information We Collect

When you invest with us, you provide us with your non-public personal information. We collect and use this information to service your accounts and respond to your requests. The non-public personal information we may collect falls into the following categories:

 

 

Information we receive from you or your financial intermediary on applications or other forms, whether we receive the form in writing or electronically. For example, this information may include your name, address, tax identification number, birth date, investment selection, beneficiary information, and your personal bank account information and/or email address if you have provided that information.

 

 

Information about your transactions and account history with us, or with other companies that are part of Franklin Templeton, including transactions you request on our website or in our app. This category also includes your communications to us concerning your investments.

 

 

Information we receive from third parties (for example, to update your address if you move, obtain or verify your email address or obtain additional information to verify your identity).

 

 

Information collected from you online, such as your IP address or device ID and data gathered from your browsing activity and location. (For example, we may use cookies to collect device and browser information so our website recognizes your online preferences and device information.) Our website contains more information about cookies and similar technologies and ways you may limit them.

 

 

Other general information that we may obtain about you such as demographic information.

Disclosure Policy

To better service your accounts and process transactions or services you requested, we may share non-public personal information with other Franklin Templeton companies. From time to time we may also send you information about products/services offered by other Franklin Templeton companies although we will not share your non-public personal information with these companies without first offering you the opportunity to prevent that sharing.

We will only share non-public personal information with outside parties in the limited circumstances permitted by law. For example, this includes situations where we need to share information with companies who work on our behalf to service or maintain your account or

 

NOT PART OF THE SEMI-ANNUAL  REPORT


Franklin Templeton Funds Privacy and Security Notice (cont’d)

 

process transactions you requested, when the disclosure is to companies assisting us with our own marketing efforts, when the disclosure is to a party representing you, or when required by law (for example, in response to legal process). Additionally, we will ensure that any outside companies working on our behalf, or with whom we have joint marketing agreements, are under contractual obligations to protect the confidentiality of your information, and to use it only to provide the services we asked them to perform.

Confidentiality and Security

Our employees are required to follow procedures with respect to maintaining the confidentiality of our investors’ non-public personal information. Additionally, we maintain physical, electronic and procedural safeguards to protect the information. This includes performing ongoing evaluations of our systems containing investor information and making changes when appropriate.

At all times, you may view our current privacy notice on our website at https://www.franklintempleton.com/help/privacy-policy or contact us for a copy at (800) 632-2301.

*For purposes of this privacy notice Franklin Templeton shall refer to the following entities:

Fiduciary Trust International of the South (FTIOS), as custodian for individual retirement plans Franklin Advisers, Inc.

Franklin Distributors, LLC, including as program manager of the Franklin Templeton 529 College Savings Plan and the NJBEST 529 College Savings Plan

Franklin Mutual Advisers, LLC

Franklin, Templeton and Mutual Series Funds

Franklin Templeton Institutional, LLC

Franklin Templeton Investments Corp., Canada

Franklin Templeton Investments Management, Limited UK

Legg Mason Funds

Templeton Asset Management, Limited

Templeton Global Advisors, Limited

Templeton Investment Counsel, LLC

If you are a customer of other Franklin Templeton affiliates and you receive notices from them, you will need to read those notices separately.

 

NOT PART OF THE SEMI-ANNUAL  REPORT


www.franklintempleton.com

© 2024 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.

FD1118 5/24 SR24-4860


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 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 period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.


ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 13.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

(a) Not applicable.

(b) Not applicable.

 

ITEM 14.

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 Investment Trust

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   May 23, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   May 23, 2024
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   May 23, 2024