N-CSRS 1 dncsrs.htm LEGG MASON PARTNERS INVESTMENT SERIES - GROWTH AND INCOME FUND Legg Mason Partners Investment Series - Growth and Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-5018

 

Legg Mason Partners Investment Series

(Exact name of registrant as specified in charter)

 

125 Broad Street, New York, NY 10004

(Address of principal executive offices) (Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

300 First Stamford Place,4th Fl.

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: (800) 451-2010

 

Date of fiscal year end: October 31,

 

Date of reporting period: April 30, 2006


ITEM 1. REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


SEMI-ANNUAL

 

REPORT

APRIL 30, 2006

 

 

 

LOGO

LOGO

 

Legg Mason Partners Growth and Income Fund

 

 

 

 

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

 

 


Legg Mason Partners Growth and Income Fund

 

Semi-Annual Report  •  April 30, 2006

What’s

Inside

Fund Objective

The Fund seeks reasonable growth and income.

 

Letter from the Chairman

  I

Fund at a Glance

  1

Fund Expenses

  2

Schedule of Investments

  4

Statement of Assets and Liabilities

  8

Statement of Operations

  9

Statements of Changes in Net Assets

  10

Financial Highlights

  11

Notes to Financial Statements

  16

Additional Shareholder Information

  27

 

“Smith Barney”, “Salomon Brothers” and “Citi” are service marks of Citigroup, licensed for use by Legg Mason as the names of funds and investment managers. Legg Mason and its affiliates, as well as the Fund’s investment manager, are not affiliated with Citigroup.


Letter from the Chairman

LOGO

 

R. JAY GERKEN, CFA

Chairman, President and Chief Executive Officer

 

Dear Shareholder,

 

The U.S. economy was mixed during the six-month reporting period. After a 4.1% advance in the third quarter of 2005, fourth quarter gross domestic product (“GDP”)i growth slipped to 1.7%. This marked the first quarter in which GDP growth did not surpass 3.0% since the first three months of 2003. However, as expected, the economy rebounded sharply in the first quarter of 2006, with GDP rising an estimated 5.3%. The economic turnaround was prompted by both strong consumer and business spending. In addition, the U.S. Labor Department reported that unemployment hit a five-year low in March.

The Federal Reserve Board (“Fed”)ii continued to raise interest rates during the reporting period. Despite the “changing of the guard” from Fed Chairman Alan Greenspan to Ben Bernanke in early 2006, it was “business as usual” for the Fed, as it raised short-term interest rates four times during the reporting period. Since it began its tightening campaign in June 2004, the Fed has increased rates 15 consecutive times, bringing the federal funds rateiii from 1.00% to 4.75%. The Fed then raised rates to 5.00% on May 10th, after the end of the reporting period. Coinciding with this latest move, the Fed said that the “extent and timing” of further rate hikes would depend on future economic data.

For the six-month period ended April 30, 2006, the U.S. stock market generated solid results, with the S&P 500 Indexiv returning 9.63%. While high oil and commodity prices, steadily rising interest rates and geopolitical issues triggered periods of market volatility, investors generally remained focused on the positive economic environment and strong corporate profits.

Looking at the market more closely, small-cap stocks outperformed their mid- and large-cap counterparts, with the Russell 2000,v Russell Midcapvi and Russell 1000vii Indexes

 

Legg Mason Partners Growth and Income Fund         I


 

returning 18.91%, 14.35% and 9.92%, respectively. From an investment style perspective, value stocks outperformed growth stocks, with the Russell 3000 Valueviii and Russell 3000 Growthix Indexes returning 13.27% and 8.19%, respectively, over the reporting period.

 

Performance Review

For the six months ended April 30, 2006, Class A shares of the Legg Mason Partners Growth and Income Fund, excluding sales charges, returned 10.26%. These shares outperformed the Fund’s unmanaged benchmark, the S&P 500 Index, which returned 9.63% for the same period. The Lipper Large-Cap Core Funds Category Average1 increased 9.23% over the same time frame.

 

Performance Snapshot as of April 30, 2006 (excluding sales charges) (unaudited)
     6 months     
           

Growth and Income Fund — Class A Shares

   10.26%     

S&P 500 Index

   9.63%     

Lipper Large-Cap Core Funds Category Average

   9.23%     

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/InvestorServices.
Performance figures reflect reimbursements and/or voluntary fee waivers, without which the performance would have been lower.
Excluding sales charges, Class 1 shares returned 10.41%, Class B shares returned 9.81%, Class C shares returned 9.97% and Class Y shares returned 10.53% over the six months ended April 30, 2006. All share class returns assume the reinvestment of all distributions including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions.

 

1   Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the six-month period ended April 30, 2006, including the reinvestment of distributions, including returns of capital, if any, calculated among the 896 funds in the Fund’s Lipper category, and excluding sales charges.

 

II         Legg Mason Partners Growth and Income Fund


 

Special Shareholder Notices

On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment adviser (the “Manager”), previously an indirect wholly-owned subsidiary of Citigroup, has become a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s then existing investment management contract to terminate. The Fund’s shareholders previously approved a new investment management contract between the Fund and the Manager, which became effective on December 1, 2005.

Prior to April 7, 2006, the Fund operated under the name SB Growth and Income Fund. The Fund’s investment strategy and objective have not changed.

Effective as of the close of business on April 21, 2006, all outstanding Salomon Brothers Class A, B and C shares, Smith Barney Class O and P shares of the Legg Mason Partners Growth and Income Fund, formerly SB Growth and Income Fund, were automatically converted to Class A shares of the Fund at net asset value (i.e. without the imposition of a front-end or back-end sales charge on the conversion) and concurrently the Smith Barney share classes of the Fund were re-designated as Class A, B, C, 1 and Y shares. Class A shares of the Fund represent an interest in the same pool of assets as the Salomon Brothers Class A, B and C shares of the Fund and Smith Barney Class O and P shares of the Fund and have the same investment objective and portfolio managers, but have lower overall operating expenses than the Salomon Brothers Class A, B and C shares of the Fund and Smith Barney Class O and P shares of the Fund.

Upon conversion, shareholders received at the close of business April 21, 2006, Class A shares of the Fund with the same total value as their existing shares, but not necessarily the same number of shares. There were no fees, sales charges or commissions charged on the conversion.

 

Information About Your Fund

As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state

 

Legg Mason Partners Growth and Income Fund         III


 

regulators. The Fund’s Manager and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund has been informed that the Manager and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations.

Important information concerning the Fund and its Manager with regard to recent regulatory developments is contained in the Notes to Financial Statements included in this report.

As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you continue to meet your financial goals.

 

Sincerely,

 

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

May 25, 2006

 

IV         Legg Mason Partners Growth and Income Fund


 

 

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

 

RISKS: Foreign securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging or developing markets. High yield bonds are subject to additional risks such as the increased risk of default and greater volatility because of the lower credit quality of the issues. As interest rates rise, bond prices fall, reducing the value of the fixed income portion of the Fund. The Fund may engage in short sales. Losses from short sales may be unlimited. The Fund may invest in derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for more information on these and other risks.

 

All index performance reflects no deduction for fees, expenses or taxes. Please note an investor cannot invest directly in an index.

 

i   Gross domestic product is a market value of goods and services produced by labor and property in a given country.

 

ii   The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

 

iii   The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.

 

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

 

v   The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.

 

vi   The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index.

 

vii   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.

 

viii   The Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.)

 

ix   The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values.

 

Legg Mason Partners Growth and Income Fund         V


Fund at a Glance (unaudited)

 

LOGO

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         1


Fund Expenses (unaudited)

 

Example

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

This example is based on an investment of $1,000 invested on November 1, 2005 and held for the six months ended April 30, 2006.

 

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”.

 

Based on Actual Total Return(1)                          
    Actual Total
Return Without
Sales Charges(2)
    Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratios
    Expenses
Paid During
the Period(3)

Class 1

  10.41 %   $ 1,000.00   $ 1,104.10   0.91 %   $ 4.75

Class A

  10.26       1,000.00     1,102.60   1.18       6.15

Class B

  9.81       1,000.00     1,098.10   1.93       10.04

Class C

  9.97       1,000.00     1,099.70   1.74       9.06

Class Y

  10.53       1,000.00     1,105.30   0.69       3.60

(1)   For the six months ended April 30, 2006.
(2)   Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charges with respect to Class 1 and Class A shares or the applicable contingent deferred sales charges (“CDSC”) with respect to Class B and Class C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower.
(3)   Expenses (net of voluntary fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

 

2         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Fund Expenses (unaudited) (continued)

 

Hypothetical Example for Comparison Purposes

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

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

 

Based on Hypothetical Total Return(1)
    Hypothetical
Annualized
Total Return
    Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratios
    Expenses
Paid During
the Period(2)

Class 1

  5.00 %   $ 1,000.00   $ 1,020.28   0.91 %   $ 4.56

Class A

  5.00       1,000.00     1,018.94   1.18       5.91

Class B

  5.00       1,000.00     1,015.22   1.93       9.64

Class C

  5.00       1,000.00     1,016.17   1.74       8.70

Class Y

  5.00       1,000.00     1,021.37   0.69       3.46

(1)   For the six months ended April 30, 2006.
(2)   Expenses (net of voluntary fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         3


Schedule of Investments (April 30, 2006) (unaudited)

 

LEGG MASON PARTNERS GROWTH AND INCOME FUND


Shares    Security    Value  
               
COMMON STOCKS — 99.0%         
CONSUMER DISCRETIONARY — 10.8%         
Hotels, Restaurants & Leisure — 2.6%         
402,300   

McDonald’s Corp.

   $ 13,907,511  
142,000   

Station Casinos Inc.

     10,945,360  


    

Total Hotels, Restaurants & Leisure

     24,852,871  


Household Durables — 1.8%         
390,500   

Newell Rubbermaid Inc.

     10,707,510  
223,200   

Toll Brothers Inc.*

     7,175,880  


    

Total Household Durables

     17,883,390  


Media — 3.8%         
301,100   

EchoStar Communications Corp., Class A Shares*

     9,303,990  
852,600   

News Corp., Class B Shares

     15,542,898  
708,400   

Time Warner Inc.

     12,326,160  


    

Total Media

     37,173,048  


Specialty Retail — 2.6%         
253,100   

Best Buy Co. Inc.

     14,340,646  
396,500   

Staples Inc.

     10,471,565  


    

Total Specialty Retail

     24,812,211  


     TOTAL CONSUMER DISCRETIONARY      104,721,520  


CONSUMER STAPLES — 9.8%         
Beverages — 2.0%         
331,700   

PepsiCo Inc.

     19,318,208  


Food & Staples Retailing — 2.3%         
486,500   

Wal-Mart Stores Inc.

     21,907,095  


Food Products — 4.0%         
355,000   

Kellogg Co.

     16,440,050  
308,500   

McCormick & Co. Inc., Non Voting Shares

     10,745,055  
672,300   

Sara Lee Corp.

     12,014,001  


    

Total Food Products

     39,199,106  


Household Products — 1.5%         
247,000   

Procter & Gamble Co.

     14,377,870  


     TOTAL CONSUMER STAPLES      94,802,279  


ENERGY — 9.9%         
Energy Equipment & Services — 2.0%         
156,500   

ENSCO International Inc.

     8,371,185  
189,600   

GlobalSantaFe Corp.

     11,605,416  


    

Total Energy Equipment & Services

     19,976,601  


 

See Notes to Financial Statements.

 

4         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Schedule of Investments (April 30, 2006) (unaudited) (continued)

 

Shares    Security    Value  
               
Oil, Gas & Consumable Fuels — 7.9%         
147,512   

ConocoPhillips

   $ 9,868,553  
391,900   

Exxon Mobil Corp.

     24,721,052  
170,600   

Nexen Inc.

     9,980,100  
115,600   

Suncor Energy Inc.

     9,911,544  
158,400   

Total SA, Sponsored ADR

     21,862,368  


    

Total Oil, Gas & Consumable Fuels

     76,343,617  


     TOTAL ENERGY      96,320,218  


FINANCIALS — 22.2%         
Capital Markets — 4.0%         
126,900   

Goldman Sachs Group Inc.

     20,340,801  
244,700   

Merrill Lynch & Co. Inc.

     18,660,822  


    

Total Capital Markets

     39,001,623  


Commercial Banks — 6.0%         
423,854   

Bank of America Corp.

     21,158,792  
190,400   

Wachovia Corp.

     11,395,440  
374,700   

Wells Fargo & Co.

     25,738,143  


    

Total Commercial Banks

     58,292,375  


Consumer Finance — 3.0%         
307,600   

American Express Co.

     16,551,956  
144,400   

Capital One Financial Corp.

     12,510,816  


    

Total Consumer Finance

     29,062,772  


Diversified Financial Services — 2.5%         
540,380   

JPMorgan Chase & Co.

     24,522,444  


Insurance — 5.1%         
261,100   

AFLAC Inc.

     12,412,694  
213,400   

American International Group Inc.

     13,924,350  
117   

Berkshire Hathaway Inc., Class A Shares*

     10,413,000  
247,900   

Chubb Corp.

     12,776,766  


    

Total Insurance

     49,526,810  


Thrifts & Mortgage Finance — 1.6%         
207,800   

Golden West Financial Corp.

     14,934,586  


     TOTAL FINANCIALS      215,340,610  


HEALTH CARE — 8.8%         
Biotechnology — 1.9%         
270,204   

Amgen Inc.*

     18,292,811  


Health Care Providers & Services — 2.3%         
182,350   

Coventry Health Care Inc.*

     9,057,325  
263,600   

UnitedHealth Group Inc.

     13,111,464  


    

Total Health Care Providers & Services

     22,168,789  


 

See Notes to Financial Statements.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         5


Schedule of Investments (April 30, 2006) (unaudited) (continued)

 

Shares    Security    Value  
               
Pharmaceuticals — 4.6%         
362,500   

Sanofi-Aventis, ADR

   $ 17,052,000  
460,500   

Teva Pharmaceutical Industries Ltd., Sponsored ADR

     18,650,250  
196,700   

Wyeth

     9,573,389  


    

Total Pharmaceuticals

     45,275,639  


     TOTAL HEALTH CARE      85,737,239  


INDUSTRIALS — 12.2%         
Aerospace & Defense — 4.1%         
290,000   

Boeing Co.

     24,200,500  
238,400   

Orbital Sciences Corp.*

     3,730,960  
272,600   

Raytheon Co.

     12,068,002  


    

Total Aerospace & Defense

     39,999,462  


Building Products — 2.0%         
610,000   

Masco Corp.

     19,459,000  


Industrial Conglomerates — 4.8%         
1,079,400   

General Electric Co.

     37,336,446  
104,700   

Textron Inc.

     9,417,765  


    

Total Industrial Conglomerates

     46,754,211  


Machinery — 1.3%         
148,200   

Parker Hannifin Corp.

     12,011,610  


     TOTAL INDUSTRIALS      118,224,283  


INFORMATION TECHNOLOGY — 14.9%         
Communications Equipment — 4.4%         
439,334   

ADC Telecommunications Inc.*

     9,836,688  
649,000   

Cisco Systems Inc.*

     13,596,550  
194,400   

Motorola Inc.

     4,150,440  
283,800   

QUALCOMM Inc.

     14,570,292  


    

Total Communications Equipment

     42,153,970  


Computers & Peripherals — 1.1%         
132,100   

International Business Machines Corp.

     10,877,114  


Electronic Equipment & Instruments — 0.6%         
262,500   

Dolby Laboratories Inc., Class A Shares*

     6,179,250  


Internet Software & Services — 0.8%         
238,000   

Yahoo! Inc.*

     7,801,640  


IT Services — 1.2%         
276,300   

Paychex Inc.

     11,159,757  


Semiconductors & Semiconductor Equipment — 1.5%         
477,800   

ASML Holding NV, NY Registered Shares*

     10,105,470  
134,000   

Texas Instruments Inc.

     4,651,140  


    

Total Semiconductors & Semiconductor Equipment

     14,756,610  


 

See Notes to Financial Statements.

 

6         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Schedule of Investments (April 30, 2006) (unaudited) (continued)

 

Shares    Security    Value  
                 
  Software — 5.3%         
  269,500   

Adobe Systems Inc.*

   $ 10,564,400  
  163,300   

Electronic Arts Inc.*

     9,275,440  
  1,303,000   

Microsoft Corp.

     31,467,450  



      

Total Software

     51,307,290  



       TOTAL INFORMATION TECHNOLOGY      144,235,631  



  MATERIALS — 5.9%         
  Chemicals — 2.6%         
  336,500   

E.I. du Pont de Nemours & Co.

     14,839,650  
  273,500   

Ecolab Inc.

     10,338,300  



      

Total Chemicals

     25,177,950  



  Metals & Mining — 3.3%         
  1,053,388   

Barrick Gold Corp.

     32,107,266  



       TOTAL MATERIALS      57,285,216  



  TELECOMMUNICATION SERVICES — 3.3%         
  Wireless Telecommunication Services — 3.3%         
  145,200   

ALLTEL Corp.

     9,346,524  
  929,615   

Sprint Nextel Corp.

     23,054,452  



       TOTAL TELECOMMUNICATION SERVICES      32,400,976  



  UTILITIES — 1.2%         
  Multi-Utilities — 1.2%         
  250,300   

Sempra Energy

     11,518,805  



       TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $766,485,826)
     960,586,777  



Face
Amount
           
  SHORT-TERM INVESTMENT — 0.5%         
  Repurchase Agreement — 0.5%         
$ 5,264,000   

State Street Bank & Trust Co. dated 4/28/06, 4.250% due 5/1/06; Proceeds at maturity — $5,265,864; (Fully collateralized by U.S. Treasury Note, 4.000% due 6/15/09; Market value — $5,372,362) (Cost — $5,264,000)

     5,264,000  



       TOTAL INVESTMENTS — 99.5% (Cost — $771,749,826#)      965,850,777  
      

Other Assets in Excess of Liabilities — 0.5%

     4,796,812  



       TOTAL NET ASSETS — 100.0%    $ 970,647,589  



*   Non-income producing security.
#   Aggregate cost for federal income tax purposes is substantially the same.

 

Abbreviation used in this schedule:


ADR — American Depositary Receipt

 

See Notes to Financial Statements.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         7


Statement of Assets and Liabilities (April 30, 2006) (unaudited)

 

ASSETS:        

Investments, at value (Cost — $771,749,826)

  $ 965,850,777  

Cash

    822  

Receivable for securities sold

    7,313,655  

Dividends and interest receivable

    628,280  

Receivable for Fund shares sold

    278,250  

Prepaid expenses

    16,978  


Total Assets

    974,088,762  


LIABILITIES:        

Payable for Fund shares repurchased

    879,872  

Payable for securities purchased

    728,538  

Investment management fee payable

    514,918  

Trustees’ retirement plan

    320,240  

Distribution fees payable

    48,990  

Trustees’ fees payable

    34,434  

Accrued expenses

    914,181  


Total Liabilities

    3,441,173  


Total Net Assets

  $ 970,647,589  


NET ASSETS:        

Par value (Note 6)

  $ 584  

Paid-in capital in excess of par value

    837,330,608  

Overdistributed net investment income

    (342,984 )

Accumulated net realized loss on investments and foreign currency transactions

    (60,441,570 )

Net unrealized appreciation on investments

    194,100,951  


Total Net Assets

  $ 970,647,589  


Shares Outstanding:

       

Class 1

    29,274,766  

Class A

    16,869,437  

Class B

    6,511,140  

Class C

    274,321  

Class Y

    5,481,335  

Net Asset Value:

       

Class 1 (and redemption price)

    $16.72  

Class A (and redemption price)

    $16.72  

Class B *

    $15.79  

Class C *

    $16.43  

Class Y (and redemption price)

    $16.75  

Maximum Public Offering Price Per Share:

       

Class 1 (based on maximum sales charge of 8.50%)

    $18.27  

Class A (based on maximum sales charge of 5.00%)

    $17.60  


*   Redemption price is NAV of Class B and Class C shares reduced by a 5.00% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase payment (See Note 2).

 

See Notes to Financial Statements.

 

8         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Statement of Operations (For the six months ended April 30, 2006) (unaudited)

 

INVESTMENT INCOME:        

Dividends

  $ 7,151,576  

Interest

    208,684  

Income from securities lending

    6,519  

Less: Foreign taxes withheld

    (68,299 )


Total Investment Income

    7,298,480  


EXPENSES:        

Investment management fee (Note 2)

    3,155,701  

Transfer agent fees (Notes 2 and 4)

    1,232,604  

Distribution fees (Notes 2 and 4)

    920,894  

Shareholder reports (Note 4)

    60,575  

Legal fees

    45,595  

Registration fees

    43,671  

Trustees’ fees

    34,383  

Custody fees

    30,019  

Audit and tax

    15,349  

Insurance

    8,303  

Miscellaneous expenses

    5,780  


Total Expenses

    5,552,874  

Less: Fee waivers and/or expense reimbursements (Notes 2 and 8)

    (298,324 )


Net Expenses

    5,254,550  


Net Investment Income

    2,043,930  


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3):
       

Net Realized Gain (Loss) From:

       

Investment transactions

    59,388,869  

Foreign currency transactions

    (426 )


Net Realized Gain

    59,388,443  


Change in Net Unrealized Appreciation/Depreciation From Investments

    33,725,999  


Increase From Payment by Affiliate (Note 2)

    566,203  


Net Gain on Investments and Foreign Currency Transactions

    93,680,645  


Increase in Net Assets From Operations

  $ 95,724,575  


 

See Notes to Financial Statements.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         9


Statements of Changes in Net Assets

 

For the six months ended April 30, 2006 (unaudited)
and the year ended October 31, 2005
               
    2006     2005  
OPERATIONS:                

Net investment income

  $ 2,043,930     $ 9,298,710  

Net realized gain

    59,388,443       56,933,299  

Change in net unrealized appreciation/depreciation

    33,725,999       (420,262 )

Increase from payment by affiliate

    566,203        


Increase in Net Assets From Operations

    95,724,575       65,811,747  


DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 5):

               

Net investment income

    (2,386,914 )     (10,230,695 )


Decrease in Net Assets From Distributions to Shareholders

    (2,386,914 )     (10,230,695 )


FUND SHARE TRANSACTIONS (NOTE 6):

               

Net proceeds from sale of shares

    33,462,551       49,974,009  

Reinvestment of distributions

    1,961,452       7,821,331  

Cost of shares repurchased

    (114,146,653 )     (280,789,738 )


Decrease in Net Assets From Fund Share Transactions

    (78,722,650 )     (222,994,398 )


Increase (Decrease) in Net Assets

    14,615,011       (167,413,346 )
NET ASSETS:                

Beginning of period

    956,032,578       1,123,445,924  


End of period*

  $ 970,647,589     $ 956,032,578  


* Includes overdistributed net investment income of:

    $(342,984 )      


 

See Notes to Financial Statements.

 

10         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Financial Highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31, unless otherwise noted:

 


Class 1 Shares(1)(2)   2006(3)     2005     2004     2003     2002     2001  

Net Asset Value, Beginning of Period

  $ 15.19     $ 14.42     $ 13.53     $ 11.05     $ 13.08     $ 19.03  


Income (Loss) From Operations:

                                               

Net investment income

    0.05       0.15       0.08       0.07       0.05       0.10  

Net realized and unrealized gain (loss)

    1.53       0.78       0.88       2.46       (2.02 )     (4.62 )


Total Income (Loss) From Operations

    1.58       0.93       0.96       2.53       (1.97 )     (4.52 )


Less Distributions From:

                                               

Net investment income

    (0.05 )     (0.16 )     (0.07 )     (0.05 )     (0.05 )     (0.06 )

Net realized gains

                                  (1.37 )

Return of capital

                            (0.01 )      


Total Distributions

    (0.05 )     (0.16 )     (0.07 )     (0.05 )     (0.06 )     (1.43 )


Net Asset Value, End of Period

  $ 16.72     $ 15.19     $ 14.42     $ 13.53     $ 11.05     $ 13.08  


Total Return(4)

    10.41 %†     6.48 %     7.08 %     22.91 %     (15.13 )%     (25.18 )%


Net Assets, End of Period (millions)

    $490       $478       $518       $536       $494       $678  


Ratios to Average Net Assets:

                                               

Gross expenses

    0.94 %(5)     0.95 %     0.97 %     1.00 %     0.99 %     0.73 %

Net expenses

    0.91 (5)(6)(7)     0.95 (6)(7)     0.96 (7)     1.00       0.99       0.73  

Net investment income

    0.60 (5)     1.01       0.59       0.56       0.38       0.62  


Portfolio Turnover Rate

    19 %     57 %     42 %     63 %     44 %     69 %


(1)   On April 21, 2006, Smith Barney Class 1 shares were renamed as Class 1 shares.
(2)   Per share amounts have been calculated using the average shares method.
(3)   For the six months ended April 30, 2006 (unaudited).
(4)   Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.
(5)   Annualized.
(6)   As a result of a voluntary expense limitation, the ratio of expenses to average net assets will not exceed 1.00%.
(7)   The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses.
  The investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

See Notes to Financial Statements.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         11


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31, unless otherwise noted:

 


Class A Shares(1)(2)   2006(3)     2005     2004     2003     2002     2001  

Net Asset Value, Beginning of Period

  $ 15.19     $ 14.42     $ 13.52     $ 11.06     $ 13.07     $ 19.03  


Income (Loss) From Operations:

                                               

Net investment income

    0.03       0.11       0.04       0.02       0.02       0.03  

Net realized and unrealized gain (loss)

    1.53       0.78       0.88       2.45       (2.02 )     (4.61 )


Total Income (Loss) From Operations

    1.56       0.89       0.92       2.47       (2.00 )     (4.58 )


Less Distributions From:

                                               

Net investment income

    (0.03 )     (0.12 )     (0.02 )     (0.01 )     (0.00 )(4)     (0.01 )

Net realized gains

                                  (1.37 )

Return of capital

                            (0.01 )      


Total Distributions

    (0.03 )     (0.12 )     (0.02 )     (0.01 )     (0.01 )     (1.38 )


Net Asset Value, End of Period

  $ 16.72     $ 15.19     $ 14.42     $ 13.52     $ 11.06     $ 13.07  


Total Return(5)

    10.26 %†     6.16 %     6.82 %     22.36 %     (15.29 )%     (25.51 )%


Net Assets, End of Period (millions)

    $282       $266       $283       $278       $233       $295  


Ratios to Average Net Assets:

                                               

Gross expenses

    1.25 %(6)     1.29 %     1.28 %     1.35 %     1.25 %     1.17 %

Net expenses

    1.18 (6)(7)(8)     1.25 (7)(8)     1.27 (8)     1.35       1.25       1.17  

Net investment income

    0.33 (6)     0.70       0.28       0.21       0.12       0.19  


Portfolio Turnover Rate

    19 %     57 %     42 %     63 %     44 %     69 %


(1)   On April 21, 2006, Smith Barney Class A shares were renamed as Class A shares.
(2)   Per share amounts have been calculated using the average shares method.
(3)   For the six months ended April 30, 2006 (unaudited).
(4)   Amount represents less than $0.01 per share.
(5)   Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.
(6)   Annualized.
(7)   As a result of a voluntary expense limitation, the ratio of expenses to average net assets will not exceed 1.25%.
(8)   The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses.
  The investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

See Notes to Financial Statements.

 

12         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31, unless otherwise noted:

 


Class B Shares(1)(2)   2006(3)     2005     2004     2003     2002     2001  

Net Asset Value, Beginning of Period

  $ 14.38     $ 13.64     $ 12.91     $ 10.66     $ 12.73     $ 18.70  


Income (Loss) From Operations:

                                               

Net investment loss

    (0.03 )     (0.00 )(4)     (0.11 )     (0.10 )     (0.11 )     (0.10 )

Net realized and unrealized gain (loss)

    1.44       0.74       0.84       2.35       (1.96 )     (4.50 )


Total Income (Loss) From Operations

    1.41       0.74       0.73       2.25       (2.07 )     (4.60 )


Less Distributions From:

                                               

Net realized gains

                                  (1.37 )


Total Distributions

                                  (1.37 )


Net Asset Value, End of Period

  $ 15.79     $ 14.38     $ 13.64     $ 12.91     $ 10.66     $ 12.73  


Total Return(5)

    9.81 %†     5.43 %     5.65 %     21.11 %     (16.26 )%     (26.10 )%


Net Assets, End of Period (millions)

    $103       $105       $113       $117       $111       $160  


Ratios to Average Net Assets:

                                               

Gross expenses

    2.21 %(6)     2.27 %     2.37 %     2.42 %     2.28 %     2.00 %

Net expenses

    1.93 (6)(7)(8)     1.98 (7)(8)     2.36 (8)     2.42       2.28       2.00  

Net investment loss

    (0.42 )(6)     (0.03 )     (0.81 )     (0.85 )     (0.91 )     (0.65 )


Portfolio Turnover Rate

    19 %     57 %     42 %     63 %     44 %     69 %


(1)   On April 21, 2006, Smith Barney Class B shares were renamed as Class B shares.
(2)   Per share amounts have been calculated using the average shares method.
(3)   For the six months ended April 30, 2006 (unaudited).
(4)   Amount represents less than $0.01 per share.
(5)   Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.
(6)   Annualized.
(7)   As a result of a voluntary expense limitation, the ratio of expenses to average net assets will not exceed 2.00%.
(8)   The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses.
  The investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

See Notes to Financial Statements.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         13


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31, unless otherwise noted:

 

Class C Shares(1)(2)   2006(3)     2005     2004     2003     2002     2001  

Net Asset Value, Beginning of Period

  $ 14.94     $ 14.16     $ 13.33     $ 10.94     $ 13.00     $ 19.04  


Income (Loss) From Operations:

                                               

Net investment income (loss)

    (0.02 )     0.02       (0.04 )     (0.03 )     (0.07 )     (0.08 )

Net realized and unrealized gain (loss)

    1.51       0.76       0.87       2.42       (1.99 )     (4.59 )


Total Income (Loss) From Operations

    1.49       0.78       0.83       2.39       (2.06 )     (4.67 )


Less Distributions From:

                                               

Net investment income

                (0.00 )(4)                  

Net realized gains

                                  (1.37 )


Total Distributions

                (0.00 )                 (1.37 )


Net Asset Value, End of Period

  $ 16.43     $ 14.94     $ 14.16     $ 13.33     $ 10.94     $ 13.00  


Total Return(5)

    9.97 %†     5.51 %     6.23 %     21.85 %     (15.85 )%     (25.99 )%


Net Assets, End of Period (000s)

    $4,507       $4,627       $5,675       $5,696       $4,516       $5,774  


Ratios to Average Net Assets:

                                               

Gross expenses

    1.79 %(6)     1.86 %     1.82 %     1.80 %     1.89 %     1.85 %

Net expenses

    1.74 (6)(7)(8)     1.86 (7)(8)     1.82 (8)     1.80       1.89       1.85  

Net investment income (loss)

    (0.23 )(6)     0.13       (0.27 )     (0.25 )     (0.52 )     (0.49 )


Portfolio Turnover Rate

    19 %     57 %     42 %     63 %     44 %     69 %


(1)   On April 21, 2006, Smith Barney Class C shares were renamed as Class C shares.
(2)   Per share amounts have been calculated using the average shares method.
(3)   For the six months ended April 30, 2006 (unaudited).
(4)   Amount represents less than $0.01 per share.
(5)   Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.
(6)   Annualized.
(7)   As a result of a voluntary expense limitation, the ratio of expenses to average net assets will not exceed 2.00%.
(8)   The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses.
  The investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

See Notes to Financial Statements.

 

14         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31, unless otherwise noted:

 


Class Y Shares(1)(2)   2006(3)     2005     2004     2003     2002     2001(4)  

Net Asset Value, Beginning of Period

  $ 15.22     $ 14.45     $ 13.55     $ 11.08     $ 13.08     $ 16.55  


Income (Loss) From Operations:

                                               

Net investment income

    0.07       0.21       0.12       0.11       0.09       0.10  

Net realized and unrealized gain (loss)

    1.53       0.76       0.89       2.44       (2.01 )     (3.51 )


Total Income (Loss) From Operations

    1.60       0.97       1.01       2.55       (1.92 )     (3.41 )


Less Distributions From:

                                               

Net investment income

    (0.07 )     (0.20 )     (0.11 )     (0.08 )     (0.07 )     (0.06 )

Return of capital

                            (0.01 )      


Total Distributions

    (0.07 )     (0.20 )     (0.11 )     (0.08 )     (0.08 )     (0.06 )


Net Asset Value, End of Period

  $ 16.75     $ 15.22     $ 14.45     $ 13.55     $ 11.08     $ 13.08  


Total Return(5)

    10.53 %†     6.75 %     7.48 %     23.16 %     (14.77 )%     (20.65 )%


Net Assets, End of Period (millions)

    $92       $93       $189       $174       $136       $161  


Ratios to Average Net Assets:

                                               

Gross expenses

    0.69 %(6)     0.69 %     0.68 %     0.67 %     0.67 %     0.67 %(6)

Net expenses

    0.69 (6)(7)(8)     0.69 (7)(8)     0.67 (8)     0.67       0.67       0.67 (6)

Net investment income

    0.83 (6)     1.39       0.87       0.88       0.70       0.68 (6)


Portfolio Turnover Rate

    19 %     57 %     42 %     63 %     44 %     69 %


(1)   On April 21, 2006, Smith Barney Class Y shares were renamed as Class Y shares.
(2)   Per share amounts have been calculated using the average shares method.
(3)   For the six months ended April 30, 2006 (unaudited).
(4)   For the period December 8, 2000 (inception date) to October 31, 2001.
(5)   Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.
(6)   Annualized.
(7)   As a result of a voluntary expense limitation, the ratio of expenses to average net assets will not exceed 1.00%.
(8)   The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses.
  The investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

See Notes to Financial Statements.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         15


Notes to Financial Statements (unaudited)

 

1. Organization and Significant Accounting Policies

Legg Mason Partners Growth and Income Fund (formerly known as SB Growth and Income Fund) (the “Fund”), is a separate diversified investment fund of Legg Mason Partners Investment Series (formerly known as Smith Barney Investment Series) (the “Trust”). The Trust, a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

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

(a) Investment Valuation. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

(c) Lending of Portfolio Securities. The Fund has an agreement with its custodian whereby the custodian may lend securities owned by the Fund to brokers, dealers and other financial organizations. In exchange for lending securities under the terms of the agreement with its custodian, the Fund receives a lender’s fee. Fees earned by the Fund on securities lending are recorded as securities lending income. Loans of securities by the Fund are collateralized by cash, U.S. government securities or high quality money market instruments that are maintained at all times in an amount at least equal to the current market value of the loaned securities, plus a margin which varies depending on the type of securities loaned. The custodian establishes and maintains the collateral in a segregated account. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.

 

16         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Notes to Financial Statements (unaudited) (continued)

 

The Fund maintains the risk of any loss on the securities on loan as well as the potential loss on investments purchased with cash collateral received from securities lending.

(d) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

(e) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

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

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

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

(g) Distributions to Shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a quarterly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         17


Notes to Financial Statements (unaudited) (continued)

 

(h) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.

(i) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements. 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 adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.

 

2. Investment Management Agreement and Other Transactions with Affiliates

On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, Citigroup Asset Management (“CAM”), to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment manager, Smith Barney Fund Management LLC (the “Manager” or “SBFM”), previously an indirect wholly-owned subsidiary of Citigroup, has become a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s then existing investment management contract to terminate. The Fund’s shareholders approved a new investment management contract between the Fund and the Manager, which became effective on December 1, 2005.

Legg Mason, whose principal executive offices are in Baltimore, Maryland, is a financial services holding company.

Prior to the Legg Mason transaction and continuing under the new investment management agreement, effective December 1, 2005, the Fund pays the Manager a investment management fee calculated daily and paid monthly at an annual rate of the Fund’s average net assets as follows:

 

Average Daily Net Assets   Annual Rate  

First $1 billion

  0.65 %

Next $1 billion

  0.60  

Next $1 billion

  0.55  

Next $1 billion

  0.50  

Over $4 billion

  0.45  


 

During the six months ended April 30, 2006 SBFM reimbursed Legg Mason Partners Growth and Income Fund in the amount of $566,203 for losses incurred resulting from an investment transaction error.

During the six months ended April 30, 2006, the Fund’s Class 1, Class A, Class B, Class C and Class Y shares had voluntary expense limitations in place of 1.00, 1.25%, 2.00%, 2.00% and 1.00% respectively.

 

18         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Notes to Financial Statements (unaudited) (continued)

 

During the six months ended April 30, 2006, the Manager waived a portion of its fee and/or reimbursed expenses amounting to $298,324. Such waivers and/or reimbursements are voluntary and may be terminated at anytime.

The Fund’s Board has approved PFPC Inc. (“PFPC”) to serve as transfer agent for the Fund, effective January 1, 2006. The principal business office of PFPC is located at 4400 Computer Drive, Westborough, MA 01581. Prior to January 1, 2006, Citicorp Trust Bank, fsb. (“CTB”), a subsidiary of Citigroup, acted as the Fund’s transfer agent. Also, prior to January 1, 2006, PFPC and Primerica Shareholder Services (“PSS”), another subsidiary of Citigroup, acted as the Fund’s sub-transfer agents. CTB received account fees and asset-based fees that varied according to the size and type of account. PFPC and PSS were responsible for shareholder recordkeeping and financial processing for all shareholder accounts and were paid by CTB. For the period ended April 30, 2006, the Fund paid transfer agent fees of $1,216,838 to CTB. In addition, for the period ended April 30, 2006, the Fund also paid $594 to other Citigroup affiliates for shareholder recordkeeping services.

The Fund’s Board has appointed the Fund’s current distributors, Citigroup Global Markets Inc. (“CGM”), and PFS Investments Inc. (“PFS”), both subsidiaries of Citigroup, and Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, as co-distributors of the Fund. The Fund’s Board has also approved an amended and restated Rule 12b-1 Plan. CGM, PFS and other broker-dealers, financial intermediaries and financial institutions (each called a “Service Agent”) that currently offer Fund shares will continue to make the Fund’s shares available to their clients. Additional Service Agents may offer Fund shares in the future.

There is a maximum initial sales charge of 8.50% and 5.00% for Class 1 and Class A shares. There is a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which applies if redemption occurs within one year from purchase payment. This CDSC declines thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the period ended April 30, 2006, LMIS, PFS, and CGM and their affiliates received sales charges of approximately $60,000 and $51,000 on sales of the Fund’s Class 1 and Class A shares, respectively. In addition, for the period ended April 30, 2006, CDSCs paid to LMIS, PFS, and CGM and their affiliates were approximately:

 

    Class B*

CDSCs

  $ 15,000

*   On April 21, 2006, Smith Barney Class B and Smith Barney Class C shares were renamed as Class B and Class C shares, respectively.

 

Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         19


Notes to Financial Statements (unaudited) (continued)

 

The Trustees of the Fund have adopted a Retirement Plan (the “Plan”), for all Trustees who are not “interested persons” of the Fund, within the meaning of the 1940 Act. Under the Plan, each Trustee is required to retire from the Board as of the last day of the calendar year in which such applicable Trustee attains age 75. Trustees may retire under the Plan before attaining the mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with the Manager for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the entirety of the calendar year of the Trustee’s retirement (assuming no change in relevant facts for the balance of the year following the Trustee’s retirement). Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the Plan are unfunded. Two former Trustees are currently receiving payments under the Plan. In addition, three other Trustees received full payments under the Plan.

Certain of the Trustees also are covered by a prior retirement plan. Under the prior plan, retirement benefits are payable for a ten-year period following retirement, with the annual payment to be based upon the Trustee’s compensation from the Trust during calendar year 2000. Trustees with more than five but less than ten years of service at retirement will receive a prorated benefit. In order to receive benefits under the current Plan, a Trustee must waive all rights under the prior plan prior to receiving payment under either plan.

The Fund’s allocated share of the liability at April 30, 2006 was $320,240.

 

3. Investments

During the six months ended April 30, 2006, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 


Purchases

  $ 180,869,541

Sales

    241,665,165

 

At April 30, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 


Gross unrealized appreciation

  $ 207,678,195  

Gross unrealized depreciation

    (13,577,244 )


Net unrealized appreciation

  $ 194,100,951  


 

At April 30, 2006, the Fund had no securities on loan.

 

4. Class Specific Expenses

The Fund has adopted a Rule 12b-1 Plan and under that plan, the Fund pays a distribution/service fee with respect to its Class A, Class B, Class C, Class O and Class P shares and Salomon Brothers Class A, Class B and Class C shares calculated at an annual rate not to exceed 0.25%, 1.00%, 1.00%, 0.70%, 0.75%, 0.25%, 1.00% and 1.00% of the average daily net

 

20         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Notes to Financial Statements (unaudited) (continued)

 

assets of each class, respectively. Distribution fees are accrued daily and paid monthly.

For the six months ended April 30, 2006, class specific expenses were as follows:

 

    Distribution Fees   Transfer Agent Fees   Shareholder Reports
Expenses

Class 1†

  $   $ 572,509   $ 28,650

Class A†

    340,557     391,419     18,845

Class B†

    529,729     259,936     11,282

Class C†

    23,238     1,778     427

Class O*

    4,210     602     68

Class P*

    22,958     6,259     1,015

Class Y†

        83     224

Salomon Brothers Class A*

    107     7     53

Salomon Brothers Class B*

    82     7     11

Salomon Brothers Class C*

    13     4    

Total

  $ 920,894   $ 1,232,604   $ 60,575

  On April 21, 2006, Smith Barney Class 1, Smith Barney Class A, Smith Barney Class B, Smith Barney Class C and Smith Barney Class Y shares were renamed as Class 1, Class A, Class B, Class C and Class Y shares, respectively.
*   Shares of Salomon Brothers Class A, Class B, and Class C as well as Smith Barney Class O and Class P were converted to Class A shares on April 22, 2006.

 

5. Distributions to Shareholders by Class

 

    Six Months Ended
April 30, 2006
  Year Ended
October 31, 2005

Net Investment Income

           

Class 1†

  $ 1,518,118   $ 5,640,385

Class A†

    457,789     2,282,415

Class O*

    1,037    

Class P*

    4,783    

Class Y†

    404,973     2,307,446

Salomon Brothers Class A*

    214     449

Total

  $ 2,386,914   $ 10,230,695

  On April 21, 2006, Smith Barney Class 1, Smith Barney Class A and Smith Barney Class Y shares were renamed as Class 1, Class A and Class Y shares, respectively.
*   Shares of Salomon Brothers Class A, Smith Barney Class O and Smith Barney Class P were converted to Class A shares on April 22, 2006.

 

6. Shares of Beneficial Interest

At April 30, 2006, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class 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.

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         21


Notes to Financial Statements (unaudited) (continued)

 

Transactions in shares of each class were as follows:

 

    Six Months Ended
April 30, 2006


    Year Ended
October 31, 2005


 
    Shares     Amount     Shares     Amount  

Class 1†

                           

Shares sold

  371,549     $ 6,006,275     806,674     $ 12,194,075  

Shares issued on reinvestment

  94,412       1,518,118     372,548       5,640,383  

Shares repurchased

  (2,664,850 )     (43,120,607 )   (5,614,229 )     (84,866,413 )


Net Decrease

  (2,198,889 )   $ (35,596,214 )   (4,435,007 )   $ (67,031,955 )


Class A†

                           

Shares sold

  1,357,868     $ 22,222,193     1,710,983     $ 25,798,158  

Shares issued on reinvestment

  27,373       438,065     144,161       2,180,510  

Shares repurchased

  (2,048,948 )     (33,161,052 )   (3,957,314 )     (59,851,324 )


Net Decrease

  (663,707 )   $ (10,500,794 )   (2,102,170 )   $ (31,872,656 )


Class B†

                           

Shares sold

  250,258     $ 3,830,816     634,160     $ 9,077,077  

Shares repurchased

  (1,067,838 )     (16,361,977 )   (1,610,491 )     (23,028,269 )


Net Decrease

  (817,580 )   $ (12,531,161 )   (976,331 )   $ (13,951,192 )


Class C†

                           

Shares sold

  2,145     $ 34,082     8,323     $ 123,874  

Shares repurchased

  (37,490 )     (598,752 )   (99,430 )     (1,483,074 )


Net Decrease

  (35,345 )   $ (564,670 )   (91,107 )   $ (1,359,200 )


Class O*

                           

Shares sold

  25     $ 611     206     $ 3,064  

Shares issued on reinvestment

  60       946            

Shares repurchased

  (86,482 )     (1,430,255 )   (11,752 )     (176,762 )


Net Decrease

  (86,397 )   $ (1,428,698 )   (11,546 )   $ (173,698 )


Class P*

                           

Shares sold

  3,345     $ 54,123     3,269     $ 48,929  

Shares issued on reinvestment

  260       4,110            

Shares repurchased

  (504,616 )     (8,289,004 )   (447,580 )     (6,708,737 )


Net Decrease

  (501,011 )   $ (8,230,771 )   (444,311 )   $ (6,659,808 )


Class Y†

                           

Shares sold

  77,659     $ 1,276,740     177,234     $ 2,659,726  

Shares repurchased

  (679,016 )     (10,998,026 )   (7,151,502 )     (104,670,434 )


Net Decrease

  (601,357 )   $ (9,721,286 )   (6,974,268 )   $ (102,010,708 )


Salomon Brothers Class A*

                           

Shares sold

  2,324     $ 37,711     4,423     $ 65,138  

Shares issued on reinvestment

  13       213     29       438  

Shares repurchased

  (10,235 )     (166,456 )   (48 )     (741 )


Net Increase (Decrease)

  (7,898 )   $ (128,532 )   4,404     $ 64,835  


 

22         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Notes to Financial Statements (unaudited) (continued)

 

    Six Months Ended
April 30, 2006


    Year Ended
October 31, 2005


 
    Shares     Amount     Shares     Amount  

Salomon Brothers Class B*

                           

Shares sold

      $     65     $ 892  

Shares repurchased

  (1,114 )     (17,672 )   (65 )     (929 )


Net Decrease

  (1,114 )   $ (17,672 )       $ (37 )


Salomon Brothers Class C*

                           

Shares sold

      $     198     $ 3,076  

Shares repurchased

  (174 )     (2,852 )   (198 )     (3,055 )


Net Increase (Decrease)

  (174 )   $ (2,852 )       $ 21  


  On April 21, 2006, Smith Barney Class 1, Smith Barney Class A, Smith Barney Class B, Smith Barney Class C and Smith Barney Class Y shares were renamed as Class 1, Class A, Class B, Class C and Class Y shares, respectively.
*   Shares of Salomon Brothers Class A, Class B, and Class C as well as Smith Barney Class O and Class P were converted to Class A shares on April 22, 2006.

 

7. Capital Loss Carryforward

As of October 31, 2005, the Fund had, for federal income tax purposes, a net capital loss carryforward of $115,946,385, of which $5,464,906 will expires in 2010 and $110,481,479 expires in 2011. This amount will be available to offset any future taxable capital gains.

 

8. Regulatory Matters

On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM and CGM relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).

The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that CAM, the Citigroup business unit that, at the time, included the Fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGM do

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         23


Notes to Financial Statements (unaudited) (continued)

 

not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.

The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million was distributed to the affected Funds.

The order required SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Fund’s Board selected a new transfer agent for the Fund. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.

Although there can be no assurance, SBFM does not believe that this matter will have a material adverse effect on the Funds.

On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.

 

9. Legal Matters

Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC described in Note 8. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the investment manager for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.

On October 5, 2005, a motion to consolidate the five actions and any subsequently filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.

As of the date of this report, SBFM believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or

 

24         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Notes to Financial Statements (unaudited) (continued)

 

the ability of SBFM and its affiliates to continue to render services to the Funds under their respective contracts.

 

* * *

 

Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM and a number of its affiliates, including SBFM and Salomon Brothers Asset Management Inc (“SBAM”) (collectively, the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund (the “Funds”), and directors or trustees of the Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Funds by improperly charging Rule 12b-1 fees and by drawing on Fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Funds failed to adequately disclose certain aspects of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.

On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, SBFM believes the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.

As of the date of this report, SBFM and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.

The Defendants have moved to dismiss the Complaint. Those motions are pending before the court.

 

10. Other Matters

On September 16, 2005, the staff of the SEC informed SBFM and SBAM that the staff is considering recommending that the SEC institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         25


Notes to Financial Statements (unaudited) (continued)

 

distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.

Although there can be no assurance, SBFM believes that this matter is not likely to have a material adverse effect on the Fund or SBFM’s ability to perform investment management services relating to the Fund.

 

26         Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report


Additional Shareholder Information (unaudited)

 

Results of a Special Meeting of Shareholders

On November 15, 2005, a Special Meeting of Shareholders was held to approve a new management agreement. The following table provides the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for the matter voted on at the Special Meeting of Shareholders.

 

Approval of New Management Agreement

 

Item Voted On   Votes For   Votes
Against
  Abstentions  

Broker

Non-Votes

New Management Agreement

  519,071,238.382   9,036,307.142   22,033,926.530   2,072,067.500

 

Legg Mason Partners Growth and Income Fund 2006 Semi-Annual Report         27


Legg Mason Partners Growth and Income Fund

 

TRUSTEES

Elliott J. Berv

Donald M. Carlton

A. Benton Cocanougher

Mark T. Finn

R. Jay Gerken, CFA
Chairman

Stephen Randolph Gross

Diana R. Harrington

Susan B. Kerley

Alan G. Merten

R. Richardson Pettit

 

OFFICERS

R. Jay Gerken, CFA

President and Chief
Executive Officer

 

Andrew B. Shoup

Senior Vice President and

Chief Administrative Officer

 

Frances M. Guggino

Chief Financial Officer

and Treasurer

 

Kevin Caliendo

Vice President and

Investment Officer

 

Michael Kagan

Vice President and

Investment Officer

 

Ted P. Becker

Chief Compliance Officer

 

  

OFFICERS (continued)

John Chiota

Chief Anti-Money Laundering Compliance Officer

 

Wendy S. Setnicka

Controller

 

Robert I. Frenkel

Secretary and

Chief Legal Officer

 

INVESTMENT MANAGER

Smith Barney Fund Management LLC

 

DISTRIBUTORS

Citigroup Global Markets Inc.

Legg Mason Investor Services, LLC

PFS Investments Inc.

 

CUSTODIAN

State Street Bank and Trust Company

 

TRANSFER AGENT

PFPC Inc.

4400 Computer Drive

Westborough,

Massachusetts 01581

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP

345 Park Avenue

New York, NY 10154


 

 

 

This report is submitted for the general information of the shareholders of Legg Mason Partners Growth and Income Fund. It is not authorized for distribution to prospective investors unless accompanied or preceded by a current Prospectus.

 

This report must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

 

www.leggmason.com/InvestorServices

 

©2006 Legg Mason Investor Services, LLC

Member NASD, SIPC

 

FD02329 6/06   SR06-56

 

LOGO

 

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Legg Mason Partners Growth and Income Fund

 

The Fund is a separate investment fund of the Legg Mason Partners Investment Series, a Massachusetts business trust.

 

LEGG MASON PARTNERS GROWTH AND INCOME FUND

Legg Mason Partners Funds

125 Broad Street

10th Floor, MF-2

New York, New York 10004

 

The Fund files its complete schedule of portfolio holdings with Securities Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010.

 

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov. Proxy voting reports for the period ending June 30, 2005 will continue to be listed under the Fund’s former Smith Barney Investment Series – SB Growth and Income Fund name.


ITEM 2. CODE OF ETHICS.

Not Applicable.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not Applicable.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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

 

  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

 

  (a) Not applicable.

 

  (b) Attached hereto.

 

Exhibit 99.CERT    Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 99.906CERT    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

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

 

Legg Mason Partners Investment Series
By:  

/s/ R. Jay Gerken

  R. Jay Gerken
  Chief Executive Officer of
  Legg Mason Partners Investment Series
Date:   July 7, 2006

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

 

By:  

/s/ R. Jay Gerken

  R. Jay Gerken
  Chief Executive Officer of
  Legg Mason Partners Investment Series
Date:   July 7, 2006
By:  

/s/ Frances M. Guggino

  Frances M. Guggino
  Chief Financial Officer of
  Legg Mason Partners Investment Series
Date:   July 7, 2006