N-CSR 1 d14822dncsr.htm CLEARBRIDGE VARIABLE MID CAP PORTFOLIO ClearBridge Variable Mid Cap Portfolio

 

 

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 811-21128

 

 

 

Legg Mason Partners Variable Equity 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: 1-877-721-1926

Date of fiscal year end: December 31

Date of reporting period: December 31, 2020

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   December 31, 2020

CLEARBRIDGE

VARIABLE MID CAP

PORTFOLIO

 

 

 

 

Beginning in or after January 2021, as permitted by regulations adopted by the Securities and Exchange Commission, your insurance company may no longer send you paper copies of the Fund’s shareholder reports like this one by mail, unless you specifically request paper copies of the reports from the insurance company or your financial intermediary. Instead, the shareholder reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If your insurance company offers electronic delivery, you may elect to receive shareholder reports and other communications from them electronically by following the instructions provided by the insurance company.

You may elect to receive all future reports in paper free of charge. You can inform the insurance company that you wish to continue receiving paper copies of shareholder reports by following the instructions provided by them. Your election will apply to all Funds available under your contract with the insurance company.

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Portfolio overview     1  
Portfolio at a glance     8  
Portfolio expenses     9  
Portfolio performance     11  
Schedule of investments     13  
Statement of assets and liabilities     17  
Statement of operations     18  
Statements of changes in net assets     19  
Financial highlights     20  
Notes to financial statements     22  
Report of independent registered public accounting firm     32  
Additional shareholder information     33  
Statement regarding liquidity risk management program     34  
Additional information     36  
Important tax information     42  

 

Portfolio objective

The Portfolio seeks long-term growth of capital.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of ClearBridge Variable Mid Cap Portfolio for the twelve-month reporting period ended December 31, 2020. Please read on for a detailed look at prevailing economic and market conditions during the Portfolio’s reporting period and to learn how those conditions have affected Portfolio performance.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.leggmason.com. Here you can gain immediate access to market and investment information, including:

 

 

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

January 29, 2021

 

II    ClearBridge Variable Mid Cap Portfolio


Portfolio overview

 

Q. What is the Portfolio’s investment strategy?

A. The Portfolio seeks long-term growth of capital. Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, if any, in equity securities, or other investments with similar economic characteristics, of medium capitalization companies. The Portfolio may invest up to 20% of its assets in equity securities of companies other than medium capitalization companies. The Portfolio may invest up to 25% of its net assets in foreign securities.

The Portfolio pursues a disciplined core investment strategy combining in-depth fundamental and quantitative analysis to identify attractive investment candidates. We obtain market information about the universe of investment candidates and distill that information to select prospective investments. We then establish market-implied growth and return expectations based on current trading prices and challenge those expectations using our insight and proprietary analysis.

We utilize ClearBridge’s fundamental research analysts who, using their industry expertise, determine the material ESG (environmental, social and governance) factors facing both individual companies and industry sectors and engage with company management regarding the extent to which they promote best practices of such factors. ESG factors may include, but are not necessarily limited to, environmentally-friendly product initiatives, labor audits of overseas supply chains and strong corporate governance. The choice of ESG factors for any particular company reflects the specific industry.

While markets are relatively efficient in the long term with economic fundamentals driving asset prices, market inefficiencies often occur, as evidenced by the disproportionate volatility of stock prices relative to publicly available information. We believe our disciplined investment process, employing quantitative and fundamental analysis, can help exploit these market inefficiencies.

Q. What were the overall market conditions during the Portfolio’s reporting period?

A. The U.S. equity market shrugged off a global coronavirus pandemic, COVID-19, that severely reduced economic activity for a significant portion of the twelve-month reporting period ended December 31, 2020 and managed to finish with solid gains. The large-cap S&P 500 Indexi advanced 18.40% for the twelve-month reporting period, due in large part to unprecedented levels of fiscal and monetary stimulus from the U.S. Federal Reserve Board (the “Fed”)ii and Congress, while the benchmark Russell Midcap Indexiii added 17.10%, as investors gravitated to the perceived safety of larger companies. Growth stocks outperformed value stocks by historically wide margins. The performance of the Russell Midcap Growth Indexiv (+35.59%) trounced that of the Russell Midcap Value Indexv by 30.63 percentage points for the reporting period.

Information Technology (“IT”) (+42.82%), which includes companies enabling a work-from-home environment, Health Care (+36.21%), supported by a greater need for COVID-19

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   1


Portfolio overview (cont’d)

 

related testing and treatment, and Communication Services (+36.04%), which includes many streaming and related social media and entertainment providers, were the best performers in the benchmark. Materials (+25.63%) and Consumer Discretionary (+19.94%) also outperformed. The Energy sector (-37.14%) was the most significant underperformer, hurt by the combination of an oversupply of crude oil and anemic global demand that was exacerbated by the pandemic-induced restrictions on travel. The income-oriented Real Estate (-6.24%) and Utilities (-5.62%) sectors, as well as Financials (+0.87%), also underperformed.

A partial resolution to many key concerns — the U.S. and China reaching a phase one trade agreement and the Fed’s forward rate outlook signaling sustained accommodation — in the fourth quarter of 2019 helped stocks post positive gains to start the reporting period.

Stocks suffered a waterfall decline in the first quarter of 2020, as the spread of COVID-19, combined with the outbreak of an oil price war, sparked historic volatility and ground parts of the U.S. economy to a halt. The S&P 500 Index dropped 19.60% for the quarter, its worst three-month decline since 2008, while the Russell Midcap Index plunged 27.10%, with growth stocks holding up better than value shares.

Momentum stocks continued to lead in a powerful rebound from bear market lows in late March 2020 that continued through the end of the reporting period. Equities were supported by a massive injection of liquidity into the financial system and the pockets of U.S. consumers, as well as the Fed slashing short-term interest rates to near zero. The S&P 500 Index delivered its best fifty-trading day performance in history from bear market lows in late March 2020, while growth stocks maintained a wide performance advantage over value shares. The market had not seen such dispersion between investment styles since early 2000.

A rotation into more cyclical and value stocks to end the reporting period, spurred by positive COVID-19 vaccine results, provided an indication that a broadening of market leadership beyond momentum and growth stocks could be possible.

Q. How did we respond to these changing market conditions?

A. The Portfolio seeks to maintain a balance of companies with higher growth profiles, as well as others with more attractive valuations, by investing across all eleven sectors of the market. This diversification is conducive to consistent long-term results but can hamper relative performance in momentum-driven periods like we experienced in the rebound from COVID-19. Nevertheless, we were able to capitalize on a number of opportunities through a continued environment of heightened volatility and are confident the Portfolio owns the right stocks for the next three to five years.

For much of the immediate period following the onset of the pandemic, increased scrutiny of every holding in the Portfolio and our frequent discussions with managements either convinced us that a company could shoulder through the sharp recession, or that it lacked the balance sheet to successfully navigate a period with little to no visibility. While our

 

2    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


trading was restrained in the height of the March 2020 selloff, we stepped up the level of activity later in the period, jettisoning names at the epicenter of the COVID-19-related shutdowns like Alaska Air Group Inc. and office real estate investment trust Vornado Reality Trust. For the reporting period, we added twenty-one new companies to the Portfolio while exiting nineteen positions.

We also took advantage of attractive entry points to add new companies with a better line of sight into the future such as SolarEdge Technologies Inc., a leader in electronics used for solar energy, as well as Catalent Inc., Avantor Inc. and Bio-Techne Corp, which provide reagents and similar chemicals for biotechnology companies. Our buying also targeted fundamentally sound market leaders that can take market share as the economy recovers, including Performance Food Group Co., as we believe it has the technology to cater to changing restaurant customer preferences and the balance sheet to fund acquisitions or take share from weaker local players.

A standout in the portfolio has been Chewy Inc., an addition we made late in 2019. This online-only pet food and supplies retailer is gaining share and seeing faster growth from customers needing to shelter in place. The recurring nature of their revenue is also very attractive during uncertain times. DocuSign Inc., a notable purchase in 2020, is the leader in electronic document and signature services that has surged, as COVID-19 has accelerated the shift to digital document management.

With so little visibility in markets and the economy, we see the resolution of COVID-19 as the biggest unknown in the near term. The portfolio is well balanced in relation to different COVID-19 outcomes. The Portfolio we believe owns strong quality growth companies compounding already high returns on invested capital, as well as value names with opportunities to improve returns through productivity improvements or the normalization of earnings as the economy recovers.

Performance review

For the twelve months ended December 31, 2020, Class I shares of ClearBridge Variable Mid Cap Portfolio1 returned 15.35%. The Portfolio’s unmanaged benchmark, the Russell Midcap Index, returned 17.10% for the same period. The Lipper Variable Mid-Cap Core Funds Category Averagevi returned 8.20% over the same time frame.

 

1 

The Portfolio is an underlying investment option of various variable annuity and variable life insurance products. The Portfolio’s performance returns do not reflect the deduction of expenses imposed in connection with investing in variable annuity or variable life insurance contracts, such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the performance of the Portfolio. Past performance is no guarantee of future results.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   3


Portfolio overview (cont’d)

 

Performance Snapshot as of December 31, 2020 (unaudited)  
     6 months     12 months  
ClearBridge Variable Mid Cap Portfolio:    

Class I

    31.10     15.35

Class II

    30.91     15.10
Russell Midcap Index     28.86     17.10
Lipper Variable Mid-Cap Core Funds Category Average     26.85     8.20

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.

All share class returns assume the reinvestment of all distributions at net asset value and the deduction of all Portfolio expenses. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

Portfolio 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 Portfolio’s current prospectus dated May 1, 2020, the gross total annual fund operating expense ratios for Class I and Class II shares were 0.85% and 1.10%, respectively.

Actual expenses may be higher. For example, expenses may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Portfolio expense ratios are more likely to increase when markets are volatile.

As a result of expense limitation arrangements, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 0.85% for Class I shares and 1.10% for Class II shares. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Portfolio’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.

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 Portfolio, in the class’ total annual fund operating expenses exceeding the expense cap or any other lower limit then in effect.

 

4    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Q. What were the leading contributors to performance?

A. In absolute terms, the Portfolio had positive performance in four of the eleven sectors in which it was invested for the period (out of eleven sectors in total), with the greatest contributions to returns coming from the IT, Health Care and Consumer Discretionary sectors.

Relative to the Russell Midcap Index, stock selection in the Consumer Discretionary, Health Care and Utilities sectors as well as underweights to Energy and Real Estate had positive impacts on returns.

In terms of individual Portfolio holdings, leading contributors to performance included Carvana Co. and Chewy Inc. in the Consumer Discretionary sector, SolarEdge Technologies Inc. in the IT sector, Performance Food Group Co. in the Consumer Staples sector and Bio-Rad Laboratories Inc. in the Health Care sector.

Q. What were the leading detractors from performance?

A. Relative to the Russell Midcap Index, overall stock selection and sector allocation detracted from performance for the reporting period. In particular, stock selection in the IT, Communication Services and Materials sectors, as well as an underweight to Communication Services and the Portfolio’s cash position, negatively impacted returns.

In terms of individual Portfolio holdings, leading detractors from performance included positions in US Foods Holding Corp. in the Consumer Staples sector, Alaska Air Group Inc. and Air Lease Corp. in the Industrials sector, Jones Lang LaSalle Inc. in the Real Estate sector and Starwood Property Trust Inc. in the Financials sector.

Q. Were there any significant changes to the Portfolio during the reporting period?

A. There were a number of Portfolio positions bought and sold over the course of the reporting period. The largest new holdings included Performance Food Group Co. in the Consumer Staples sector, Avantor Inc. in the Health Care sector, Vertiv Holdings Co. in the Industrials sector and ON Semiconductor Corp. and Black Knight Inc. in the IT sector. The largest positions sold during the period included US Foods Holding Corp. in the Consumer Staples Sector, Xilinx Inc. in the IT sector, Vail Resorts Inc, in the Consumer Discretionary sector, Jones Lang LaSalle Inc. in the Real Estate sector and Alaska Air Group Inc. in the Industrials sector.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   5


Portfolio overview (cont’d)

 

Thank you for your investment in ClearBridge Variable Mid Cap Portfolio. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Portfolio’s investment goals.

Sincerely,

 

LOGO

Brian M. Angerame

Portfolio Manager

ClearBridge Investments, LLC

 

LOGO

Matthew Lilling, CFA

Portfolio Manager

ClearBridge Investments, LLC

January 17, 2021

RISKS: The Portfolio invests in equity securities, which are subject to price and market fluctuations. Mid-cap stocks may be more volatile than large-cap stocks. Foreign investments are subject to special risks, including currency fluctuations and political, social and economic uncertainties, which could increase volatility. 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. Please see the Portfolio’s prospectus for a more complete discussion of these and other risks and the Portfolio’s investment strategies.

Portfolio holdings and breakdowns are as of December 31, 2020 and are subject to change and may not be representative of the portfolio managers’ current or future investments. The Portfolio’s top ten holdings (as a percentage of net assets) as of December 31, 2020 were: Aptiv PLC (3.2%), Performance Food Group Co. (2.5%), Arch Capital Group Ltd. (2.3%), Avantor Inc. (2.3%), Western Alliance Bancorp (2.3%), Hartford Financial Services Group Inc. (2.3%), Casey’s General Stores Inc. (2.1%), Alexandria Real Estate Equities Inc. (2.1%), Trane Technologies PLC (2.1%) and Ball Corp. (2.1%). Please refer to pages 13 through 16 for a list and percentage breakdown of the Portfolio’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should

 

6    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


consult their financial professional. The Portfolio’s top five sector holdings (as a percentage of net assets) as of December 31, 2020 were: Information Technology (19.5%), Industrials (18.6%), Consumer Discretionary (13.6%), Financials (13.2%) and Health Care (12.0%). The Portfolio’s composition is subject to change at any time.

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.

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

 

 

i 

The S&P 500 Index is an unmanaged index of the stocks of 500 leading companies, and is generally representative of the performance of larger companies in the U.S.

 

ii 

The Federal Reserve Board (the “Fed”) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

 

iii

The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap is a subset of the Russell 1000 Index. It includes approximately 800 of the smallest companies based on a combination of their market cap and current index membership. The Russell Midcap represents approximately 31% of the total market capitalization of the Russell 1000 companies. The Russell 1000 Index measures the performance of the large cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 90% of the U.S. market. 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.

 

iv 

The Russell Midcap Growth Index measures the performance of those Russell Midcap Index companies with higher price-to-book ratios and higher 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).

 

v 

The Russell Midcap Value Index consists of stocks in the Russell Midcap Index with the highest composite value scores based on price-to-book ratios, earnings growth forecasts and sales per share growth.

 

vi 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended December 31, 2020, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 51 funds for the six-month period and among the 51 funds for the twelve-month period in the Portfolio’s Lipper category.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   7


Portfolio at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

LOGO

 

The bar graph above represents the composition of the Portfolio’s investments as of December 31, 2020 and December 31, 2019. The portfolio is actively managed. As a result, the composition of the Portfolio’s investments is subject to change at any time.

 

8    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Portfolio expenses (unaudited)

 

Example

As a shareholder of the Portfolio, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees; service and/or distribution (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and to compare these costs with the ongoing costs of investing in other funds.

This example is based on an investment of $1,000 invested on July 1, 2020 and held for the six months ended December 31, 2020.

Actual expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

 

Hypothetical example for comparison purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare the 5.00% hypothetical example relating to the Portfolio with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

  Based on actual total return1           Based on hypothetical total return1  
    

Actual

Total Return2

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

              

Hypothetical

Annualized

Total Return

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

 
Class I     31.10   $ 1,000.00     $ 1,311.00       0.85   $ 4.94       Class I     5.00   $ 1,000.00     $ 1,020.86       0.85   $ 4.32  
Class II     30.91       1,000.00       1,309.10       1.10       6.38       Class II     5.00       1,000.00       1,019.61       1.10       5.58  

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   9


Portfolio expenses (unaudited) (cont’d)

 

1

For the six months ended December 31, 2020.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Total returns do not reflect expenses associated with separate accounts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total returns. 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 multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.

 

10    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Portfolio performance (unaudited)

 

Average annual total returns1                  
Without sales charges      Class I        Class II  
Twelve Months Ended 12/31/20        15.35        15.10
Five Years Ended 12/31/20        10.60          10.33  
Ten Years Ended 12/31/20        11.03          10.76  

 

Cumulative total returns1                  
Without sales charges                    
Class I (12/31/10 through 12/31/20)        184.77           
Class II (12/31/10 through 12/31/20)        177.80             

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect expenses associated with separate accounts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total returns. 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.

 

1

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   11


Portfolio expenses (unaudited) (cont’d)

 

Historical performance

Value of $10,000 invested in

Class I Shares of ClearBridge Variable Mid Cap Portfolio vs. Russell Midcap Index† — December 2010 - December 2020

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect expenses associated with separate accounts such as administrative fees, account charges and surrender charges, which, if reflected, would reduce the total returns. 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.

 

Hypothetical illustration of $10,000 invested in Class I shares of ClearBridge Variable Mid Cap Portfolio on December 31, 2010, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through December 31, 2020. The hypothetical illustration also assumes a $10,000 investment in the Russell Midcap Index. The Russell Midcap Index (the “Index”) measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 31% of the total market capitalization of the Russell 1000 Index. The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. 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. The Index is unmanaged and is not subject to the same management and trading expenses as a fund. Please note that an investor cannot invest directly in an index. The performance of the Portfolio’s other class may be greater or less than the Class I shares’ performance indicated on this chart, depending on whether greater or lesser fees were incurred by shareholders investing in the other class.

 

12    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Schedule of investments

December 31, 2020

 

ClearBridge Variable Mid Cap Portfolio

 

Security                                 Shares     Value  
Common Stocks — 98.7%                                
Communication Services — 2.6%                                

Entertainment — 2.6%

                               

Live Nation Entertainment Inc.

                    47,360     $ 3,480,013  * 

World Wrestling Entertainment Inc., Class A Shares

                    59,830       2,874,831  

Total Communication Services

                            6,354,844  
Consumer Discretionary — 13.6%                                

Auto Components — 3.2%

                               

Aptiv PLC

                    59,830       7,795,251  

Diversified Consumer Services — 1.4%

                               

Service Corp. International

                    71,500       3,510,650  

Hotels, Restaurants & Leisure — 0.5%

                               

Carnival Corp.

                    58,330       1,263,428  

Internet & Direct Marketing Retail — 3.1%

                               

Chewy Inc., Class A Shares

                    40,980       3,683,692  * 

Expedia Group Inc.

                    30,000       3,972,000  

Total Internet & Direct Marketing Retail

                            7,655,692  

Leisure Products — 1.8%

                               

Hasbro Inc.

                    48,520       4,538,561  

Specialty Retail — 3.6%

                               

Carvana Co.

                    18,000       4,311,720  * 

Ross Stores Inc.

                    37,990       4,665,552  

Total Specialty Retail

                            8,977,272  

Total Consumer Discretionary

                            33,740,854  
Consumer Staples — 5.7%                                

Food & Staples Retailing — 4.6%

                               

Casey’s General Stores Inc.

                    29,480       5,265,717  

Performance Food Group Co.

                    130,100       6,194,061  * 

Total Food & Staples Retailing

                            11,459,778  

Household Products — 1.1%

                               

Reynolds Consumer Products Inc.

                    86,220       2,590,049  

Total Consumer Staples

                            14,049,827  
Energy — 1.7%                                

Oil, Gas & Consumable Fuels — 1.7%

                               

Pioneer Natural Resources Co.

                    36,500       4,156,985  
Financials — 13.2%                                

Banks — 5.7%

                               

Fifth Third Bancorp

                    140,190       3,865,038  

First Republic Bank

                    30,300       4,451,979  

Western Alliance Bancorp

                    95,300       5,713,235  

Total Banks

                            14,030,252  

 

See Notes to Financial Statements.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   13


Schedule of investments (cont’d)

December 31, 2020

 

ClearBridge Variable Mid Cap Portfolio

 

Security                                 Shares     Value  

Insurance — 6.0%

                               

Arch Capital Group Ltd.

                    161,000     $ 5,807,270  * 

Hartford Financial Services Group Inc.

                    116,000       5,681,680  

Progressive Corp.

                    34,020       3,363,898  

Total Insurance

                            14,852,848  

Mortgage Real Estate Investment Trusts (REITs) — 1.5%

                               

Starwood Property Trust Inc.

                    196,990       3,801,907  

Total Financials

                            32,685,007  
Health Care — 12.0%                                

Biotechnology — 2.5%

                               

Alexion Pharmaceuticals Inc.

                    20,230       3,160,735  * 

BioMarin Pharmaceutical Inc.

                    34,510       3,026,182  * 

Total Biotechnology

                            6,186,917  

Life Sciences Tools & Services — 8.1%

                               

Avantor Inc.

                    204,240       5,749,356  * 

Bio-Rad Laboratories Inc., Class A Shares

                    5,400       3,147,876  * 

Bio-Techne Corp.

                    8,890       2,823,019  

ICON PLC

                    12,400       2,417,752  * 

Maravai LifeSciences Holdings Inc.

                    41,740       1,170,807  * 

Syneos Health Inc.

                    68,960       4,698,245  * 

Total Life Sciences Tools & Services

                            20,007,055  

Pharmaceuticals — 1.4%

                               

Catalent Inc.

                    23,600       2,456,052  * 

Horizon Therapeutics PLC

                    13,100       958,265  * 

Total Pharmaceuticals

                            3,414,317  

Total Health Care

                            29,608,289  
Industrials — 18.6%                                

Aerospace & Defense — 2.9%

                               

L3Harris Technologies Inc.

                    18,650       3,525,223  

Teledyne Technologies Inc.

                    9,570       3,751,249  * 

Total Aerospace & Defense

                            7,276,472  

Building Products — 4.9%

                               

Masonite International Corp.

                    50,940       5,009,440  * 

Resideo Technologies Inc.

                    87,000       1,849,620  * 

Trane Technologies PLC

                    36,150       5,247,534  

Total Building Products

                            12,106,594  

Commercial Services & Supplies — 0.9%

                               

Waste Connections Inc.

                    21,520       2,207,306  

Construction & Engineering — 1.6%

                               

WillScot Mobile Mini Holdings Corp.

                    166,100       3,848,537   * 

 

See Notes to Financial Statements.

 

14    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


 

 

ClearBridge Variable Mid Cap Portfolio

 

Security                                 Shares     Value  

Electrical Equipment — 4.7%

                               

AMETEK Inc.

                    25,000     $ 3,023,500  

Regal Beloit Corp.

                    32,000       3,929,920  

Vertiv Holdings Co.

                    250,050       4,668,433  

Total Electrical Equipment

                            11,621,853  

Machinery — 1.3%

                               

Rexnord Corp.

                    78,900       3,115,761  

Professional Services — 1.1%

                               

Clarivate PLC

                    92,200       2,739,262   * 

Road & Rail — 1.2%

                               

Old Dominion Freight Line Inc.

                    15,500       3,025,290  

Total Industrials

                            45,941,075  
Information Technology — 19.5%                                

Communications Equipment — 1.1%

                               

Arista Networks Inc.

                    9,670       2,809,812  * 

Electronic Equipment, Instruments & Components — 4.0%

                               

CDW Corp.

                    36,920       4,865,687  

Keysight Technologies Inc.

                    38,660       5,106,599  * 

Total Electronic Equipment, Instruments & Components

                            9,972,286  

IT Services — 2.7%

                               

Amdocs Ltd.

                    30,930       2,193,865  

Black Knight Inc.

                    49,010       4,330,033  * 

Total IT Services

                            6,523,898  

Semiconductors & Semiconductor Equipment — 5.2%

                               

Lam Research Corp.

                    10,200       4,817,154  

ON Semiconductor Corp.

                    136,240       4,459,135  * 

SolarEdge Technologies Inc.

                    11,100       3,542,232  

Total Semiconductors & Semiconductor Equipment

                            12,818,521  

Software — 5.0%

                               

Aspen Technology Inc.

                    24,450       3,184,613  * 

Autodesk Inc.

                    13,730       4,192,318  * 

DocuSign Inc.

                    5,030       1,118,169  * 

Splunk Inc.

                    22,910       3,892,180  * 

Total Software

                            12,387,280  

Technology Hardware, Storage & Peripherals — 1.5%

                               

NCR Corp.

                    97,000       3,644,2904   * 

Total Information Technology

                            48,156,087  
Materials — 3.9%                                

Chemicals — 1.5%

                               

Ashland Global Holdings Inc.

                    48,600       3,849,120  

 

See Notes to Financial Statements.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   15


Schedule of investments (cont’d)

December 31, 2020

 

ClearBridge Variable Mid Cap Portfolio

 

Security                           Shares     Value  

Containers & Packaging — 2.4%

                               

Ardagh Group SA

                    35,519     $ 611,282  

Ball Corp.

                    56,060       5,223,671  

Total Containers & Packaging

                            5,834,953  

Total Materials

                            9,684,073  
Real Estate — 3.5%                                

Equity Real Estate Investment Trusts (REITs) — 3.5%

                               

Alexandria Real Estate Equities Inc.

                    29,480       5,253,926  

Americold Realty Trust

                    92,210       3,442,199  

Total Real Estate

                            8,696,125  
Utilities — 4.4%                                

Electric Utilities — 1.6%

                               

Eversource Energy

                    46,690       4,039,152  

Multi-Utilities — 2.8%

                               

Ameren Corp.

                    56,060       4,376,044  

DTE Energy Co.

                    20,200       2,452,482  

Total Multi-Utilities

                            6,828,526  

Total Utilities

                            10,867,678  

Total Investments before Short-Term Investments (Cost — $152,223,891)

 

    243,940,844  
     Rate                       
Short-Term Investments — 1.3%                                

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

    0.006             2,560,707       2,560,707  

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

    0.010             640,177       640,177   (a)  

Total Short-Term Investments (Cost — $3,200,884)

                            3,200,884  

Total Investments — 100.0% (Cost — $155,424,775)

                            247,141,728  

Other Assets in Excess of Liabilities — 0.0%††

                            2,614  

Total Net Assets — 100.0%

                          $ 247,144,342  

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a)

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Portfolio 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 Portfolio. At December 31, 2020, the total market value of investments in Affiliated Companies was $640,177 and the cost was $640,177 (Note 8).

 

See Notes to Financial Statements.

 

16    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Statement of assets and liabilities

December 31, 2020

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $154,784,598)

   $ 246,501,551  

Investments in affiliated securities, at value (Cost — $640,177)

     640,177  

Cash

     19,160  

Dividends and interest receivable

     293,854  

Receivable for Portfolio shares sold

     115,467  

Prepaid expenses

     1,940  

Total Assets

     247,572,149  
Liabilities:         

Investment management fee payable

     157,787  

Payable for securities purchased

     129,904  

Payable for Portfolio shares repurchased

     59,878  

Service and/or distribution fees payable

     34,078  

Trustees’ fees payable

     2,054  

Accrued expenses

     44,106  

Total Liabilities

     427,807  
Total Net Assets    $ 247,144,342  
Net Assets:         

Par value (Note 7)

   $ 97  

Paid-in capital in excess of par value

     149,418,362  

Total distributable earnings (loss)

     97,725,883  
Total Net Assets    $ 247,144,342  
Net Assets:         

Class I

     $83,084,233  

Class II

     $164,060,109  
Shares Outstanding:         

Class I

     3,243,238  

Class II

     6,439,278  
Net Asset Value:         

Class I

     $25.62  

Class II

     $25.48  

 

See Notes to Financial Statements.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   17


Statement of operations

For the Year Ended December 31, 2020

 

Investment Income:         

Dividends

   $ 2,231,435  

Interest from unaffiliated investments

     7,053  

Interest from affiliated investments

     2,116  

Less: Foreign taxes withheld

     (13,139)  

Total Investment Income

     2,227,465  
Expenses:         

Investment management fee (Note 2)

     1,512,138  

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

     336,708  

Fund accounting fees

     69,249  

Shareholder reports

     35,076  

Audit and tax fees

     30,210  

Legal fees

     28,494  

Trustees’ fees

     14,994  

Transfer agent fees (Note 5)

     9,248  

Custody fees

     6,062  

Insurance

     3,222  

Interest expense

     2,983  

Miscellaneous expenses

     4,023  

Total Expenses

     2,052,407  

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

     (3,238)  

Net Expenses

     2,049,169  
Net Investment Income      178,296  
Realized and Unrealized Gain on Investments (Notes 1 and 3):         

Net Realized Gain From Unaffiliated Investment Transactions

     7,321,585  

Change in Net Unrealized Appreciation (Depreciation) From Unaffiliated Investments

     20,317,462  
Net Gain on Investments      27,639,047  
Increase in Net Assets From Operations    $ 27,817,343  

 

See Notes to Financial Statements.

 

18    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Statements of changes in net assets

 

 

For the Years Ended December 31,    2020      2019  
Operations:                  

Net investment income

   $ 178,296      $ 633,011  

Net realized gain

     7,321,585        4,457,343  

Change in net unrealized appreciation (depreciation)

     20,317,462        45,611,417  

Increase in Net Assets From Operations

     27,817,343        50,701,771  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (2,914,444)        (2,976,835)  

Decrease in Net Assets From Distributions to Shareholders

     (2,914,444)        (2,976,835)  
Portfolio Share Transactions (Note 7):                  

Net proceeds from sale of shares

     62,044,319        73,219,685  

Reinvestment of distributions

     2,914,444        2,976,835  

Cost of shares repurchased

     (77,302,278)        (29,032,939)  

Increase (Decrease) in Net Assets From Portfolio Share Transactions

     (12,343,515)        47,163,581  

Increase in Net Assets

     12,559,384        94,888,517  
Net Assets:                  

Beginning of year

     234,584,958        139,696,441  

End of year

   $ 247,144,342      $ 234,584,958  

 

See Notes to Financial Statements.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   19


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class I Shares1   2020     2019     2018     2017     2016  
Net asset value, beginning of year     $22.60       $17.26       $20.23       $19.07       $18.01  
Income (loss) from operations:          

Net investment income

    0.05       0.10       0.08       0.08       0.10  

Net realized and unrealized gain (loss)

    3.33       5.58       (2.59)       2.35       1.57  

Total income (loss) from operations

    3.38       5.68       (2.51)       2.43       1.67  
Less distributions from:          

Net investment income

    (0.06)       (0.13)       (0.10)       (0.09)       (0.16)  

Net realized gains

    (0.30)       (0.21)       (0.36)       (1.18)       (0.45)  

Total distributions

    (0.36)       (0.34)       (0.46)       (1.27)       (0.61)  
Net asset value, end of year     $25.62       $22.60       $17.26       $20.23       $19.07  

Total return2

    15.35     32.95     (12.52)     12.80     9.34
Net assets, end of year (000s)     $83,084       $68,246       $50,796       $54,892       $44,315  
Ratios to average net assets:          

Gross expenses

    0.85     0.84     0.86     0.85     0.87

Net expenses3

    0.85 4       0.84 4       0.85 4       0.85       0.87  

Net investment income

    0.26       0.48       0.40       0.42       0.55  
Portfolio turnover rate     54     23     36     29     36

 

1 

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

 

2 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Total returns do not reflect expenses associated with separate accounts such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total return for all periods shown. Past performance is no guarantee of future results.

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 0.85%. This expense limitation arrangement cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Portfolio’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. Prior to December 1, 2017, the expense limitation was 0.90%.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

20    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class II Shares1   2020     2019     2018     2017     2016  
Net asset value, beginning of year     $22.48       $17.17       $20.12       $18.97       $17.87  
Income (loss) from operations:          

Net investment income

    0.00 2       0.05       0.03       0.03       0.06  

Net realized and unrealized gain (loss)

    3.31       5.55       (2.58)       2.34       1.56  

Total income (loss) from operations

    3.31       5.60       (2.55)       2.37       1.62  
Less distributions from:          

Net investment income

    (0.01)       (0.08)       (0.04)       (0.04)       (0.07)  

Net realized gains

    (0.30)       (0.21)       (0.36)       (1.18)       (0.45)  

Total distributions

    (0.31)       (0.29)       (0.40)       (1.22)       (0.52)  
Net asset value, end of year     $25.48       $22.48       $17.17       $20.12       $18.97  

Total return3

    15.10     32.65     (12.80)     12.55     9.11
Net assets, end of year (000s)     $164,060       $166,339       $88,901       $141,875       $125,380  
Ratios to average net assets:          

Gross expenses

    1.10     1.09     1.11     1.10     1.12

Net expenses4

    1.10 5       1.09 5       1.10 5       1.10       1.12  

Net investment income

    0.01       0.24       0.13       0.17       0.31  
Portfolio turnover rate     54     23     36     29     36

 

1 

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

 

2 

Amount represents less than $0.005 per share.

 

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. Total returns do not reflect expenses associated with separate accounts such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total return for all periods shown. Past performance is no guarantee of future results.

 

4 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class II shares did not exceed 1.10%. This expense limitation arrangement cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Portfolio’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. Prior to December 1, 2017, the expense limitation was 1.15%.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   21


Notes to financial statements

 

1. Organization and significant accounting policies

ClearBridge Variable Mid Cap Portfolio (the “Portfolio”) is a separate diversified investment series of Legg Mason Partners Variable Equity Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

Shares of the Portfolio may only be purchased or redeemed through variable annuity contracts and variable life insurance policies offered by the separate accounts of participating insurance companies or through eligible pension or other qualified plans.

The following are significant accounting policies consistently followed by the Portfolio and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. 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 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 Portfolio holds securities or other assets that are denominated in a foreign currency, the Portfolio 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 Portfolio calculates its net asset value, the Portfolio values these securities as determined in accordance with procedures approved by the Portfolio’s Board of Trustees.

The Board of Trustees is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North Atlantic Fund Valuation

 

22    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the Portfolio’s pricing policies, and reporting to the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Portfolio, 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 Portfolio uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   23


Notes to financial statements (cont’d)

 

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 — quoted prices in active markets for identical investments

 

 

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or 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 Portfolio’s assets carried at fair value:

 

ASSETS  
Description  

Quoted Prices

(Level 1)

    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Common Stocks†   $ 243,940,844                 $ 243,940,844  
Short-Term Investments†     3,200,884                   3,200,884  
Total Investments   $ 247,141,728                 $ 247,141,728  

 

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 Portfolio 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.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

 

24    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


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 Portfolio’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 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 Portfolio. Foreign investments may also subject the Portfolio 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), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. 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 Portfolio determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Portfolio 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 Portfolio is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Portfolio 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. Differences between the estimated and actual amounts reported by the REITs are reflected in the Portfolio’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 Portfolio are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   25


Notes to financial statements (cont’d)

 

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

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

(i) Federal and other taxes. It is the Portfolio’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Portfolio intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Portfolio’s financial statements.

Management has analyzed the Portfolio’s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2020, no provision for income tax is required in the Portfolio’s financial statements. The Portfolio’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by 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.

(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. During the current year, the Portfolio had no reclassifications.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Portfolio’s investment manager and ClearBridge Investments, LLC (“ClearBridge”) is the Portfolio’s subadviser. Western Asset Management Company, LLC (“Western Asset”) manages the portion of the Portfolio’s cash and short-term instruments allocated to it. As of July 31, 2020, LMPFA, ClearBridge and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Prior to July 31, 2020, LMPFA, ClearBridge and Western Asset were wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). As of July 31, 2020, Legg Mason is a subsidiary of Franklin Resources.

 

26    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


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

 

Average Daily Net Assets      Annual Rate  
First $1 billion        0.750
Next $1 billion        0.700  
Next $3 billion        0.650  
Next $5 billion        0.600  
Over $10 billion        0.550  

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

As a result of expense limitation arrangements between the Portfolio and LMPFA, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I and Class II shares did not exceed 0.85% and 1.10%, respectively. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Portfolio’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 (the “affiliated money market fund waiver”). The affiliated money market fund waiver is not subject to the recapture provision discussed below.

During the year ended December 31, 2020, fees waived and/or expenses reimbursed amounted to $3,238, which included an affiliated money market fund waiver of $429.

LMPFA 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 LMPFA recapture any amount that would result, on any particular business day of the Portfolio, in the class’ total annual fund operating expenses exceeding the expense cap or any other lower limit then in effect.

Legg Mason Investor Services, LLC (“LMIS”) serves as the Portfolio’s sole and exclusive distributor. As of July 31, 2020, LMIS is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources. Prior to July 31, 2020, LMIS was a wholly-owned broker-dealer subsidiary of Legg Mason.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   27


Notes to financial statements (cont’d)

 

As of July 31, 2020, all officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust. Prior to July 31, 2020, all officers and one Trustee of the Trust were employees of Legg Mason and did not receive compensation from the Trust.

3. Investments

During the year ended December 31, 2020, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases        $107,703,549  
Sales        121,620,631  

At December 31, 2020, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 156,776,140      $ 91,748,834      $ (1,383,246)      $ 90,365,588  

4. Derivative instruments and hedging activities

During the year ended December 31, 2020, the Portfolio did not invest in derivative instruments.

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

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

For the year ended December 31, 2020, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class I               $ 3,995  
Class II      $ 336,708          5,253  
Total      $ 336,708        $ 9,248  

For the year ended December 31, 2020, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class I      $ 2,230  
Class II        1,008  
Total      $ 3,238  

 

28    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


6. Distributions to shareholders by class

 

        Year Ended
December 31, 2020
       Year Ended
December 31, 2019
 
Net Investment Income:                      
Class I      $ 195,690        $ 376,290  
Class II        54,313          533,713  
Total      $ 250,003        $ 910,003  
Net Realized Gains:                      
Class I      $ 964,760        $ 625,752  
Class II        1,699,681          1,441,080  
Total      $ 2,664,441        $ 2,066,832  

7. Shares of beneficial interest

At December 31, 2020, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Portfolio has the ability to issue multiple classes of shares. Each 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:

 

     Year Ended
December 31, 2020
     Year Ended
December 31, 2019
 
      Shares      Amount      Shares      Amount  
Class I                                    
Shares sold      587,291      $ 11,428,657        393,995      $ 8,106,483  
Shares issued on reinvestment      56,986        1,160,450        45,775        1,002,042  
Shares repurchased      (421,205)        (9,093,049)        (363,331)        (7,624,659)  
Net increase      223,072      $ 3,496,058        76,439      $ 1,483,866  
Class II                                    
Shares sold      2,479,666      $ 50,615,662        3,182,705      $ 65,113,202  
Shares issued on reinvestment      89,155        1,753,994        90,792        1,974,793  
Shares repurchased      (3,527,847)        (68,209,229)        (1,051,410)        (21,408,280)  
Net increase (decrease)      (959,026)      $ (15,839,573)        2,222,087      $ 45,679,715  

8. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Portfolio owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Portfolio. The following company was considered an affiliated company for all or some portion of the year ended December 31, 2020. The following transactions were effected in such company for the year ended December 31, 2020.

 

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   29


Notes to financial statements (cont’d)

 

      Affiliate
Value at
December 31,
     Purchased      Sold  
   2019      Cost      Shares      Cost      Shares  
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares    $ 2,398,751      $ 13,403,226        13,403,226      $ 15,161,800        15,161,800  

 

(cont’d)    Realized
Gain (Loss)
     Interest
Income
     Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
     Affiliate
Value at
December 31,
2020
 
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares           $ 2,116             $ 640,177  

9. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended December 31, was as follows:

 

        2020        2019  
Distributions paid from:                      
Ordinary income      $ 705,734        $ 1,405,634  
Net long-term capital gains        2,208,710          1,571,201  
Total distributions paid      $ 2,914,444        $ 2,976,835  

As of December 31, 2020, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 69,933  
Undistributed long-term capital gains — net        7,312,647  
Total undistributed earnings      $ 7,382,580  
Other book/tax temporary differences(a)        (22,285)  
Unrealized appreciation (depreciation)(b)        90,365,588  
Total distributable earnings (loss) — net      $ 97,725,883  

 

(a)  

Other book/tax temporary differences are attributable to book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales.

10. Other matter

The outbreak of the respiratory illness COVID-19 (commonly referred to as “coronavirus”) has continued to rapidly spread around the world, causing considerable uncertainty for the

 

30    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Portfolio’s investments, impair the Portfolio’s ability to satisfy redemption requests, and negatively impact the Portfolio’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Portfolio by its service providers.

 

ClearBridge Variable Mid Cap Portfolio 2020 Annual Report   31


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Partners Variable Equity Trust and Shareholders of ClearBridge Variable Mid Cap Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of ClearBridge Variable Mid Cap Portfolio (one of the funds constituting Legg Mason Partners Variable Equity Trust, referred to hereafter as the “Fund”) as of December 31, 2020, the related statement of operations for the year ended December 31, 2020, the statement of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the four years in the period ended December 31, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2020 and the financial highlights for each of the four years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended December 31, 2016 and the financial highlights for the year then ended (not presented herein, other than the financial highlights) were audited by other auditors whose report dated February 16, 2017 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 by correspondence with the custodian and broker; when a reply was not received from the broker, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

February 12, 2021

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

32    ClearBridge Variable Mid Cap Portfolio 2020 Annual Report


Additional shareholder information (unaudited)

 

Results of special meeting of shareholders

On July 14, 2020 a special meeting of shareholders was held for the following purposes: 1) to approve a new management agreement between the Portfolio and its investment manager; and 2) to approve a new subadvisory agreement with respect to each of the Portfolio’s subadvisers. The following table provides the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each matter voted on at the special meeting of shareholders. Each item voted on was approved.

 

Item Voted On    Voted For      Voted Against      Abstentions     

Broker

Non-Votes

 
To Approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLC      116,842,127.648        1,110,849.838        8,330,292.843        0  
To Approve a New Subadvisory Agreement with ClearBridge Investments, LLC      116,364,010.671        1,168,695.151        8,750,564.507        0  
To Approve a New Subadvisory Agreement with Western Asset Management Company, LLC      115,742,404.532        1,131,500.276        9,409,365.521        0  

 

ClearBridge Variable Mid Cap Portfolio   33


Statement regarding liquidity risk management program (unaudited)

 

As required by law, the fund has adopted and implemented a liquidity risk management program (the “Program”) that is designed to assess and manage liquidity risk. Liquidity risk is the risk that the fund could not meet requests to redeem its shares without significant dilution of remaining investors’ interests in the fund. Legg Mason Partners Fund Advisor, LLC (the “Manager”), the fund’s manager, is the administrator of the Program. The Manager has established a liquidity risk management committee (the “Committee”) to administer the Program on a day-to-day basis.

The Committee, on behalf of the Manager, provided the fund’s Board of Trustees with a report that addressed the operation of the Program, assessed its adequacy and effectiveness of implementation, including, if applicable, the operation of any highly liquid investment minimum (“HLIM”), and described any material changes that had been made to the Program or were recommended (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Reporting Period”).

The Report confirmed that there were no material changes to the Program during the Reporting Period and that no changes were recommended.

The Report also confirmed that, throughout the Reporting Period, the Committee had monitored the fund’s portfolio liquidity and liquidity risk on an ongoing basis, as described in the Program and in Board reporting throughout the Reporting Period.

The Report discussed the Committee’s annual review of the Program, which addressed, among other things, the following elements of the Program:

Assessment, Management, and Periodic Review of Liquidity Risk. The Committee reviewed the fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. The Committee noted that the fund’s investment strategy continues to be appropriate for an open-end fund, taking into account, among other things, whether and to what extent the fund held less liquid and illiquid assets and the extent to which any such investments affected the fund’s ability to meet redemption requests. In managing and reviewing the fund’s liquidity risk, the Committee also considered the extent to which the fund’s investment strategy involves a relatively concentrated portfolio or large positions in particular issuers, the extent to which the fund uses borrowing for investment purposes, and the extent to which the fund uses derivatives (including for hedging purposes). The Committee also reviewed the fund’s short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. In assessing the fund’s cash flow projections, the Committee considered, among other factors, historical net redemption activity, redemption policies, ownership concentration, distribution channels, and the degree of certainty associated with the fund’s short-term and long-term cash flow projections. The Committee also considered the fund’s holdings of cash and cash equivalents, as well as borrowing arrangements and other funding sources, including, if applicable, the fund’s participation in a credit facility, as components of the fund’s ability to meet redemption requests.

 

 

34    ClearBridge Variable Mid Cap Portfolio


Liquidity Classification. The Committee reviewed the Program’s liquidity classification methodology for categorizing the fund’s investments into one of four liquidity buckets. In reviewing the fund’s investments, the Committee considered, among other factors, whether trading varying portions of a position in a particular portfolio investment or asset class in sizes the fund would reasonably anticipate trading, would be reasonably expected to significantly affect liquidity.

Highly Liquid Investment Minimum. The Committee performed an analysis to determine whether the fund is required to maintain a Highly Liquid Investment Minimum, and determined that no such minimum is required because the fund primarily holds highly liquid investments.

Compliance with Limitation on Illiquid Investments. The Committee confirmed that during the Reporting Period, the fund did not acquire any illiquid investment such that, after the acquisition, the fund would have invested more than 15% of its assets in illiquid investments that are assets, in accordance with the Program and applicable SEC rules.

Redemptions in Kind. The Committee confirmed that no redemptions in-kind were effected by the fund during the Reporting Period.

The Report stated that the Committee concluded that the Program is reasonably designed and operated effectively to assess and manage the fund’s liquidity risk throughout the Reporting Period.

 

ClearBridge Variable Mid Cap Portfolio   35


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of ClearBridge Variable Mid Cap Portfolio (the “Portfolio”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Trustees and officers of the Portfolio is set forth below.

The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Portfolio at 1-877-721-1926.

 

Independent Trustees†    
Paul R. Ades  
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Paul R. Ades, PLLC (law firm) (since 2000)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Andrew L. Breech  
Year of birth   1952
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Althea L. Duersten  
Year of birth   1951
Position(s) with Trust   Trustee and Chair
Term of office1 and length of time served2   Since 2014
Principal occupation(s) during the past five years   Retired (since 2011); formerly, Chief Investment Officer, North America, JPMorgan Chase (investment bank) and member of JPMorgan Executive Committee (2007 to 2011)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   Non-Executive Director, Rokos Capital Management LLP (since 2019)

 

36    ClearBridge Variable Mid Cap Portfolio


 

 

Independent Trustees† (cont’d)    
Stephen R. Gross  
Year of birth   1947
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1986
Principal occupation(s) during the past five years   Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1979 to 2011); Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Partners, LLC (since 2014); CEO, Trusted CFO Solutions, LLC (since 2011)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Susan M. Heilbron  
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); General Counsel and Executive Vice President, The Trump Organization (1986 to 1990); Senior Vice President, New York State Urban Development Corporation (1984 to 1986); Associate, Cravath, Swaine & Moore LLP (1980 to 1984) and (1977 to 1979)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   Formerly, Director, Lincoln Savings Bank, FSB (1991 to 1994); Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); Director, Alexander’s Inc. (department store) (1987 to 1990)
Howard J. Johnson  
Year of birth   1938
Position(s) with Trust   Trustee
Term of office1 and length of time served2   From 1981 to 1998 and since 2000 (Chairman since 2013)
Principal occupation(s) during the past five years   Retired; formerly, Chief Executive Officer, Genesis Imaging LLC (technology company) (2003 to 2012)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None

 

ClearBridge Variable Mid Cap Portfolio   37


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Independent Trustees† (cont’d)    
Jerome H. Miller  
Year of birth   1938
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1995
Principal occupation(s) during the past five years   Retired; formerly, President, Shearson Lehman Asset Management (1991 to 1993), Vice Chairman, Shearson Lehman Hutton Inc. (1989 to 1992) and Senior Executive Vice President, E.F. Hutton Group Inc. (1986 to 1989)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Ken Miller  
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Retired; formerly, President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (1963 to 2012)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Thomas F. Schlafly  
Year of birth   1948
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Chairman, The Saint Louis Brewery, LLC (brewery) (since 2012); formerly, President, The Saint Louis Brewery, Inc. (1989 to 2012); Senior Counsel (since 2017) and formerly, Partner (2009 to 2016), Thompson Coburn LLP (law firm)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   Director, CNB St. Louis Bank (since 2006)

 

38    ClearBridge Variable Mid Cap Portfolio


 

 

Interested Trustee and Officer    
Jane Trust, CFA3  
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 147 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee   145
Other board memberships held by Trustee during the past five years   None
 
Additional Officers    
Ted P. Becker  
Franklin Templeton  
620 Eighth Avenue, 47th Floor, New York, NY 10018  
Year of birth   1951
Position(s) with Trust   Chief Compliance Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason, Inc. (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020)
Susan Kerr  
Franklin Templeton  
620 Eighth Avenue, 47th Floor, New York, NY 10018  
Year of birth   1949
Position(s) with Trust   Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during the past five years   Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of Legg Mason Investor Services, LLC (“LMIS”); formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020)

 

ClearBridge Variable Mid Cap Portfolio   39


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers (cont’d)    
Jenna Bailey  
Franklin Templeton  
100 First Stamford Place, 5th Floor, Stamford, CT 06902  
Year of birth   1978
Position(s) with Trust   Identity Theft Prevention Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020)
Marc A. De Oliveira*  
Franklin Templeton  
100 First Stamford Place, 6th Floor, Stamford, CT 06902  
Year of birth   1971
Position(s) with Trust   Secretary and Chief Legal Officer
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Associate General Counsel of Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020)
Thomas C. Mandia  
Franklin Templeton  
100 First Stamford Place, 6th Floor, Stamford, CT 06902  
Year of birth   1962
Position(s) with Trust   Senior Vice President
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)

 

40    ClearBridge Variable Mid Cap Portfolio


 

 

Additional Officers (cont’d)    
Christopher Berarducci  
Franklin Templeton  
620 Eighth Avenue, 47th Floor, New York, NY 10018  
Year of birth   1974
Position(s) with Trust   Treasurer and Principal Financial Officer
Term of office1 and length of time served2   Since 2014 and 2019
Principal occupation(s) during the past five years   Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.
Jeanne M. Kelly  
Franklin Templeton  
620 Eighth Avenue, 47th Floor, New York, NY 10018  
Year of birth   1951
Position(s) with Trust   Senior Vice President
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

Trustees who are not “interested persons” of the Portfolio within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

 

*

Effective August 6, 2020, Mr. De Oliveira became Secretary and Chief Legal Officer.

 

1 

Each Trustee and officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.

 

2 

Indicates the earliest year in which the Trustee became a board member for a fund in the Legg Mason fund complex or the officer took such office.

 

3 

Ms. Trust is an “interested person” of the Portfolio, as defined in the 1940 Act, because of her position with LMPFA and/or certain of its affiliates.

 

ClearBridge Variable Mid Cap Portfolio   41


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended December 31, 2020:

 

Record date:        6/17/2020          12/10/2020  
Payable date:        6/18/2020          12/11/2020  
Ordinary Income:          

Dividends Qualifying for the Dividends

         

Received Deduction for Corporations

       70.75        100.00
Long-Term Capital Gain Dividend        $0.245670           

 

 

42    ClearBridge Variable Mid Cap Portfolio


ClearBridge

Variable Mid Cap Portfolio

 

Trustees

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Chair

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Jerome H. Miller

Ken Miller

Thomas F. Schlafly

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

ClearBridge Investments, LLC

Distributor

Legg Mason Investor Services, LLC

Custodian

The Bank of New York Mellon

 

Transfer agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

ClearBridge Variable Mid Cap Portfolio

The Portfolio is a separate investment series of Legg Mason Partners Variable Equity Trust, a Maryland statutory trust.

ClearBridge Variable Mid Cap Portfolio

Legg Mason Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

The Portfolio files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Portfolio’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 Portfolio at 1-877-721-1926.

Information on how the Portfolio voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Portfolio uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Portfolio at 1-877-721-1926, (2) at www.leggmason.com/variablefunds and (3) on the SEC’s website at www.sec.gov.

 

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

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

www.leggmason.com

© 2021 Legg Mason Investor Services, LLC

Member FINRA, SIPC


Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

 

Personal information included on applications or other forms;

 

Account balances, transactions, and mutual fund holdings and positions;

 

Bank account information, legal documents, and identity verification documentation;

 

Online account access user IDs, passwords, security challenge question responses; and

 

Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

How the Funds Use Nonpublic Personal Information About You

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law.

The Funds may disclose information about you to:

 

 

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds;

 

Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

 

NOT PART OF THE ANNUAL REPORT


Legg Mason Funds Privacy and Security Notice (cont’d)

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform. The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

The Funds’ Security Practices

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary, so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-877-721-1926.

Revised April 2018

Legg Mason California Consumer Privacy Act Policy

Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker,

 

NOT PART OF THE ANNUAL REPORT


Legg Mason Funds Privacy and Security Notice (cont’d)

 

dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).

 

 

In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces of personal information we have collected about you.

 

You also have the right to request the deletion of the personal information collected or maintained by the Funds.

If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.

We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if suitable and appropriate proof is not provided.

For the 12-month period prior to the date of this Privacy Policy, the Legg Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.

Contact Information

Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202

Email: DataProtectionOfficer@franklintempleton.com

Phone: 1-800-396-4748

Revised October 2020

 

NOT PART OF THE ANNUAL REPORT


www.leggmason.com

© 2021 Legg Mason Investor Services, LLC Member FINRA, SIPC

FDXX010540 2/21 SR21-4069


ITEM 2.

CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees of the registrant has determined that Stephen R. Gross possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Stephen R. Gross as the Audit Committee’s financial expert Stephen R. Gross is an “independent” Trustees pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending December 31, 2019 and December 31, 2020 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $296,402 in December 31, 2019 and $379,280 in December 31, 2020.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in December 31, 2019 and $0 in December 31, 2020.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in December 31, 2019 and $0 in December 31, 2020. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) for the Item 4 for the Legg Mason Partners Variable Equity Trust., were $0 in December 31, 2019 and $0 in December 31, 2020

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Legg Mason Partners Variable Equity Trust requiring pre-approval by the Audit Committee in the Reporting Period.

(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.


The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

(2) For the Legg Mason Partners Variable Equity Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for December 31, 2019 and December 31, 2020; Tax Fees were 100% and 100% for December 31, 2019 and December 31, 2020; and Other Fees were 100% and 100% for December 31, 2019 and December 31, 2020.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Variable Equity Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Partners Variable Equity Trust during the reporting period were $544,232 in December 31, 2019 and $674,925 in December 31, 2020.

(h) Yes. Legg Mason Partners Variable Equity Trust’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Legg Mason Partners Variable Equity Trust or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a)

The independent board members are acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act .The Audit Committee consists of the following Board members:

Paul R. Ades

Andrew L. Breech


Althea L. Duersten

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Jerome H. Miller

Ken Miller

Thomas F. Schlafly

 

  b)

Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of 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.

EXHIBITS.

(a) (1) Code of Ethics attached hereto.


Exhibit 99.CODE ETH

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit  99.CERT

(b) Certifications pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Legg Mason Partners Variable Equity Trust
By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   February 19, 2021

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:   February 19, 2021
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   February 19, 2021