N-CSRS 1 d563146dncsrs.htm CLEARBRIDGE MID CAP GROWTH FUND ClearBridge Mid Cap Growth Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-06444

 

 

Legg Mason Partners Equity Trust

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 49th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 1-877-721-1926

Date of fiscal year end: October 31

Date of reporting period: April 30, 2018

 

 

 


ITEM 1. REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


LOGO

 

Semi-Annual Report   April 30, 2018

CLEARBRIDGE

MID CAP GROWTH FUND

 

 

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Investment commentary     III  
Fund at a glance     1  
Fund expenses     2  
Schedule of investments     4  
Statement of assets and liabilities     7  
Statement of operations     9  
Statements of changes in net assets     10  
Financial highlights     11  
Notes to financial statements     17  
Board approval of management and subadvisory agreements     26  

Fund objective

The Fund seeks long-term growth of capital.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the semi-annual report of ClearBridge Mid Cap Growth Fund for the six-month reporting period ended April 30, 2018. Please read on for Fund performance information and a detailed look at prevailing economic and market conditions during the Fund’s reporting period.

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:

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

May 31, 2018

 

II    ClearBridge Mid Cap Growth Fund


Investment commentary

 

Economic review

Economic activity in the U.S. was somewhat mixed during the six months ended April 30, 2018 (the “reporting period”). Looking back, the U.S. Department of Commerce reported that third and fourth quarter 2017 U.S. gross domestic product (“GDP”)i growth was 3.2% and 2.9%, respectively. Finally, the U.S. Department of Commerce’s second reading for first quarter 2018 GDP growth — released after the reporting period ended — was 2.2%. The deceleration in GDP growth in the first quarter reflected decelerations in personal consumption expenditures (“PCE”), exports, state and local government spending, and federal government spending and a downturn in residential fixed investment. These movements were partly offset by an upturn in private inventory investment and a larger increase in nonresidential fixed investment.

Job growth in the U.S. was solid overall and supported the economy during the reporting period. When the reporting period ended on April 30, 2018, the unemployment rate was 3.9%, as reported by the U.S. Department of Labor. This was the lowest unemployment rate since December 2000. The percentage of longer-term unemployed declined during the reporting period. In April 2018, 20.0% of Americans looking for a job had been out of work for more than six months, versus 23.8% when the period began.

 

ClearBridge Mid Cap Growth Fund   III


Investment commentary (cont’d)

 

Market review

Q. How did the Federal Reserve Board (the “Fed”)ii respond to the economic environment?

A. The Fed increased the federal funds rateiii twice during the reporting period. Looking back, at its meeting that concluded on September 20, 2017 — before the reporting period began — the Fed kept rates on hold, but reiterated its intention to begin reducing its balance sheet, saying, “In October, the Committee will initiate the balance sheet normalization program....” At its meeting that ended on December 13, 2017, the Fed raised rates to a range between 1.25% and 1.50%. As expected, the Fed kept rates on hold at its meeting that concluded on January 31, 2018. However, at its meeting that ended on March 21, 2018, the Fed again raised the federal funds rate, moving it to a range between 1.50% and 1.75%.

Q. What factors impacted the U.S. stock market during the reporting period?

A. Despite times of weakness, the U.S. stock market posted positive results for the reporting period. The market moved higher during the first three months of the period and reached several new all-time highs. This was driven by overall solid corporate profits, signs of improving economic growth, expectations for a rollback for certain government regulations and, in December 2017, the signing of the U.S. tax reform bill. However, the market gave back a portion of its gains in February and March 2018. This occurred given concerns that the Fed may raise interest rates more aggressively than previously expected. In addition, there were fears of a global trade war and several high profile issues in the technology industry. However, the market ended the reporting period on a positive note, as it posted a modest gain in April 2018. All told, for the six months ended April 30, 2018, the S&P 500 Indexiv gained 3.82%.

Looking at the U.S. stock market more closely, large-cap stocks, as measured by the Russell 1000 Indexv, generated the strongest returns, gaining 3.83% over the reporting period. In contrast, mid-cap stocks, as measured by the Russell Midcap Indexvi, returned 3.69%, whereas small-cap stocks, as measured by the Russell 2000 Indexvii, generated the weakest relative results, gaining 3.27%. From an investment style perspective, growth and value stocks, as measured by the Russell 3000 Growthviii and Russell 3000 Valueix Indices, returned 5.66% and 1.86%, respectively, during the six months ended April 30, 2018.

Performance review

For the six months ended April 30, 2018, Class A shares of ClearBridge Mid Cap Growth Fund, excluding sales charges, returned 7.65%. The Fund’s unmanaged benchmark, the Russell Midcap Growth Indexx, returned 5.16% for the same period.

The Lipper Mid-Cap Growth Funds Category Average1 returned 5.87% over the same time frame.

 

1 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended April 30, 2018, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 382 funds in the Fund’s Lipper category, and excluding sales charges, if any.

 

IV    ClearBridge Mid Cap Growth Fund


Performance Snapshot as of April 30, 2018

(unaudited)

 
(excluding sales charges)   6 months  
ClearBridge Mid Cap Growth Fund:  

Class A

    7.65

Class A2

    7.57

Class C

    7.24

Class R

    7.50

Class I

    7.80

Class IS

    7.84
Russell Midcap Growth Index     5.16
Lipper Mid-Cap Growth Funds Category Average     5.87

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/mutualfunds.

All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply or the deduction of taxes that a shareholder would pay on Fund distributions. If sales charges were reflected, the performance quoted would be lower. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

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

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated March 1, 2018, the gross total annual fund operating expense ratios for Class A, Class A2, Class C, Class R, Class I and Class IS shares were 1.31%, 1.51%, 2.10%, 1.77%, 1.04% and 0.98% respectively.

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

As a result of expense limitation arrangements, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 1.20% for Class A shares, 1.40% for Class A2 shares, 1.95% for Class C shares, 1.45% for Class R shares, 0.85% for Class I shares and 0.75% for Class IS shares. In addition, the ratio of total annual fund operating expenses for Class IS shares will not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2019 without the Board of Trustees’ consent.

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

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

 

ClearBridge Mid Cap Growth Fund   V


Investment commentary (cont’d)

 

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

May 31, 2018

RISKS: The Fund invests in equity securities, which are subject to market and price fluctuations. Mid-cap stocks involve greater risks and volatility than large-cap stocks. International investments are subject to special risks including currency fluctuations and social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. Fixed income securities involve interest rate, credit, inflation and reinvestment risks. As interest rates rise, the value of income securities falls. Derivatives, such as options, can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. The Fund tends to invest in a smaller number of stocks than do many mutual funds. As a result, changes in the value of individual stocks may have a significant impact on your investment. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

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

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.

 

VI    ClearBridge Mid Cap Growth Fund


 

 

i 

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

 

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 federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 

iv 

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

 

v 

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 includes approximately 1,000 of the largest securities 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.

 

vi 

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 securities 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.

 

vii 

The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership.

 

viii 

The Russell 3000 Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000 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.)

 

ix 

The Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity value universe. It includes those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values.

 

x 

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.

 

ClearBridge Mid Cap Growth Fund   VII


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

 

The bar graph above represents the composition of the Fund’s investments as of April 30, 2018 and October 31, 2017. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   1


Fund expenses (unaudited)

 

Example

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

This example is based on an investment of $1,000 invested on November 1, 2017 and held for the six months ended April 30, 2018.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

 

Based on actual total return1           Based on hypothetical total return1  
    

Actual

Total Return

Without

Sales

Charge2

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

              

Hypothetical

Annualized

Total Return

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

 
Class A     7.65   $ 1,000.00     $ 1,076.50       1.12   $ 5.77       Class A     5.00   $ 1,000.00     $ 1,019.24       1.12   $ 5.61  
Class A2     7.57       1,000.00       1,075.70       1.25       6.43       Class A2     5.00       1,000.00       1,018.60       1.25       6.26  
Class C     7.24       1,000.00       1,072.40       1.89       9.71       Class C     5.00       1,000.00       1,015.42       1.89       9.44  
Class R     7.50       1,000.00       1,075.00       1.46       7.51       Class R     5.00       1,000.00       1,017.55       1.46       7.30  
Class I     7.80       1,000.00       1,078.00       0.83       4.28       Class I     5.00       1,000.00       1,020.68       0.83       4.16  
Class IS     7.84       1,000.00       1,078.40       0.76       3.92       Class IS     5.00       1,000.00       1,021.03       0.76       3.81  

 

2    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


1 

For the six months ended April 30, 2018.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A and Class A2 shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   3


Schedule of investments (unaudited)

April 30, 2018

 

ClearBridge Mid Cap Growth Fund

 

Security                 Shares     Value  
Common Stocks — 96.2%                                
Consumer Discretionary — 13.6%                                

Auto Components — 2.1%

                               

Aptiv PLC

                    24,399     $ 2,063,667  

Hotels, Restaurants & Leisure — 2.8%

                               

Marriott International Inc., Class A Shares

                    20,690       2,827,909  

Household Durables — 0.9%

                               

Mohawk Industries Inc.

                    4,110       862,607  * 

Internet & Direct Marketing Retail — 1.6%

                               

Expedia Inc.

                    14,390       1,656,865  

Media — 2.0%

                               

Live Nation Entertainment Inc.

                    50,118       1,978,158  * 

Specialty Retail — 4.2%

                               

Advance Auto Parts Inc.

                    11,370       1,301,297  

Ross Stores Inc.

                    36,590       2,958,301  

Total Specialty Retail

                            4,259,598  

Total Consumer Discretionary

                            13,648,804  
Consumer Staples — 1.9%                                

Food & Staples Retailing — 1.9%

                               

Casey’s General Stores Inc.

                    19,207       1,855,396  
Energy — 2.6%                                

Energy Equipment & Services — 1.6%

                               

Core Laboratories NV

                    13,327       1,631,891  

Oil, Gas & Consumable Fuels — 1.0%

                               

Parsley Energy Inc., Class A Shares

                    31,068       932,972  * 

Total Energy

                            2,564,863  
Financials — 7.1%                                

Banks — 1.6%

                               

First Republic Bank

                    17,455       1,621,046  

Capital Markets — 3.6%

                               

Affiliated Managers Group Inc.

                    13,869       2,286,443  

Lazard Ltd., Class A Shares

                    23,623       1,285,564  

Total Capital Markets

                            3,572,007  

Insurance — 1.9%

                               

Progressive Corp.

                    32,420       1,954,602  

Total Financials

                            7,147,655  
Health Care — 16.0%                                

Biotechnology — 4.2%

                               

Alexion Pharmaceuticals Inc.

                    15,375       1,808,561  

BioMarin Pharmaceutical Inc.

                    22,189       1,853,004  

Incyte Corp.

                    9,250       572,945  

Total Biotechnology

                            4,234,510  

Health Care Equipment & Supplies — 3.8%

                               

Dentsply Sirona Inc.

                    28,429       1,431,116  

 

See Notes to Financial Statements.

 

4    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


ClearBridge Mid Cap Growth Fund

 

Security                 Shares     Value  

Health Care Equipment & Supplies — continued

                               

IDEXX Laboratories Inc.

                    6,319     $ 1,228,982  

Varian Medical Systems Inc.

                    9,340       1,079,611  

Total Health Care Equipment & Supplies

                            3,739,709  

Health Care Providers & Services — 3.1%

                               

AmerisourceBergen Corp.

                    20,359       1,844,118  

Universal Health Services Inc., Class B Shares

                    11,041       1,260,882  

Total Health Care Providers & Services

                            3,105,000  

Life Sciences Tools & Services — 4.9%

                               

Illumina Inc.

                    4,630       1,115,506  

Mettler-Toledo International Inc.

                    4,424       2,477,130  

Syneos Health Inc.

                    35,294       1,344,701  

Total Life Sciences Tools & Services

                            4,937,337  

Total Health Care

                            16,016,556  
Industrials — 13.8%                                

Air Freight & Logistics — 1.0%

                               

XPO Logistics Inc.

                    10,280       998,805  * 

Airlines — 1.3%

                               

Alaska Air Group Inc.

                    19,748       1,282,238  

Building Products — 2.3%

                               

AO Smith Corp.

                    37,976       2,329,827  

Electrical Equipment — 2.3%

                               

Rockwell Automation Inc.

                    13,692       2,252,745  

Machinery — 4.9%

                               

IDEX Corp.

                    21,999       2,940,386  

WABCO Holdings Inc.

                    15,496       1,998,829  

Total Machinery

                            4,939,215  

Trading Companies & Distributors — 2.0%

                               

United Rentals Inc.

                    13,190       1,978,500  * 

Total Industrials

                            13,781,330  
Information Technology — 30.7%                                

Communications Equipment — 3.1%

                               

Arista Networks Inc.

                    4,520       1,195,766  

Palo Alto Networks Inc.

                    10,026       1,930,105  

Total Communications Equipment

                            3,125,871  

Electronic Equipment, Instruments & Components — 1.7%

                               

IPG Photonics Corp.

                    7,993       1,702,749  * 

Internet Software & Services — 7.4%

                               

GrubHub Inc.

                    33,600       3,398,304  

LogMeIn Inc.

                    8,620       949,924  

MercadoLibre Inc.

                    8,863       3,009,964  

Total Internet Software & Services

                            7,358,192  

IT Services — 1.5%

                               

Alliance Data Systems Corp.

                    7,300       1,482,265  

 

See Notes to Financial Statements.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   5


Schedule of investments (unaudited) (cont’d)

April 30, 2018

 

ClearBridge Mid Cap Growth Fund

 

Security                 Shares     Value  

Software — 17.0%

                               

Aspen Technology Inc.

                    29,059     $ 2,549,927  

Atlassian Corp. PLC, Class A Shares

                    46,431       2,599,207  

Citrix Systems Inc.

                    11,490       1,182,436  

Fortinet Inc.

                    65,246       3,612,019  

ServiceNow Inc.

                    6,120       1,016,777  

Splunk Inc.

                    30,436       3,124,255  

Workday Inc., Class A Shares

                    23,452       2,927,748  

Total Software

                            17,012,369  

Total Information Technology

                            30,681,446  
Materials — 4.7%                                

Construction Materials — 2.4%

                               

Martin Marietta Materials Inc.

                    12,096       2,355,938  

Containers & Packaging — 2.3%

                               

Berry Global Group Inc.

                    42,350       2,329,250  * 

Total Materials

                            4,685,188  
Real Estate — 5.8%                                

Equity Real Estate Investment Trusts (REITs) — 3.2%

                               

SBA Communications Corp.

                    20,181       3,233,601  * 

Real Estate Management & Development — 2.6%

                               

Jones Lang LaSalle Inc.

                    15,213       2,578,756  

Total Real Estate

                            5,812,357  

Total Investments before Short-Term Investments (Cost — $64,126,590)

                            96,193,595  
     Rate                       
Short-Term Investments — 3.7%                                

JPMorgan 100% US Treasury Securities Money Market Fund, Institutional Class
(Cost — $3,668,703)

    1.502             3,668,703       3,668,703  

Total Investments — 99.9% (Cost — $67,795,293)

                            99,862,298  

Other Assets in Excess of Liabilities — 0.1%

                            86,419  

Total Net Assets — 100.0%

                          $ 99,948,717  

 

* Non-income producing security.

 

See Notes to Financial Statements.

 

6    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


Statement of assets and liabilities (unaudited)

April 30, 2018

 

Assets:         

Investments, at value (Cost — $67,795,293)

   $ 99,862,298  

Receivable for Fund shares sold

     193,700  

Dividends and interest receivable

     26,208  

Prepaid expenses

     51,290  

Total Assets

     100,133,496  
Liabilities:         

Payable for Fund shares repurchased

     57,360  

Investment management fee payable

     17,636  

Service and/or distribution fees payable

     15,277  

Trustees’ fees payable

     187  

Accrued expenses

     94,319  

Total Liabilities

     184,779  
Total Net Assets    $ 99,948,717  
Net Assets:         

Par value (Note 7)

   $ 35  

Paid-in capital in excess of par value

     64,607,397  

Accumulated net investment loss

     (806,105)  

Accumulated net realized gain on investments

     4,080,385  

Net unrealized appreciation on investments

     32,067,005  
Total Net Assets    $ 99,948,717  

 

See Notes to Financial Statements.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   7


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

April 30, 2018

 

Net Assets:         

Class A

     $17,431,711  

Class A2

     $32,986,578  

Class C

     $5,803,675  

Class R

     $239,438  

Class I

     $39,883,023  

Class IS

     $3,604,292  
Shares Outstanding:         

Class A

     604,044  

Class A2

     1,153,694  

Class C

     213,817  

Class R

     8,429  

Class I

     1,354,132  

Class IS

     122,260  
Net Asset Value:         

Class A (and redemption price)

     $28.86  

Class A2 (and redemption price)

     $28.59  

Class C*

     $27.14  

Class R (and redemption price)

     $28.41  

Class I (and redemption price)

     $29.45  

Class IS (and redemption price)

     $29.48  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 5.75%)

     $30.62  

Class A2 (based on maximum initial sales charge of 5.75%)

     $30.33  

 

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

 

See Notes to Financial Statements.

 

8    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


Statement of operations (unaudited)

For the Six Months Ended April 30, 2018

 

Investment Income:         

Dividends

   $ 269,068  

Interest

     12,758  

Less: Foreign taxes withheld

     (2,201)  

Total Investment Income

     279,625  
Expenses:         

Investment management fee (Note 2)

     379,587  

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

     92,660  

Transfer agent fees (Note 5)

     65,766  

Registration fees

     48,269  

Legal fees

     22,310  

Audit and tax fees

     18,026  

Shareholder reports

     13,725  

Fund accounting fees

     12,340  

Trustees’ fees

     2,938  

Insurance

     1,086  

Interest expense

     542  

Custody fees

     211  

Miscellaneous expenses

     2,940  

Total Expenses

     660,400  

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

     (122,118)  

Net Expenses

     538,282  
Net Investment Loss      (258,657)  
Realized and Unrealized Gains on Investments (Notes 1 and 3):         

Net Realized Gain From Investment Transactions

     4,832,212  

Change in Net Unrealized Appreciation (Depreciation) From Investments

     2,817,089  
Net Gain on Investments      7,649,301  
Increase in Net Assets From Operations    $ 7,390,644  

 

See Notes to Financial Statements.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   9


Statements of changes in net assets

 

For the Six Months Ended April 30, 2018 (unaudited)
and the Year Ended October 31, 2017
   2018      2017  
Operations:                  

Net investment loss

   $ (258,657)      $ (556,527)  

Net realized gain

     4,832,212        3,184,051  

Change in net unrealized appreciation (depreciation)

     2,817,089        17,944,160  

Increase in Net Assets From Operations

     7,390,644        20,571,684  
Distributions to Shareholders From (Notes 1 and 6):                  

Net realized gains

     (2,357,117)         

Decrease in Net Assets From Distributions to Shareholders

     (2,357,117)         
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     14,370,199        29,273,906  

Reinvestment of distributions

     2,321,502         

Cost of shares repurchased

     (21,717,014)        (43,975,858)  

Decrease in Net Assets From Fund Share Transactions

     (5,025,313)        (14,701,952)  

Increase in Net Assets

     8,214        5,869,732  
Net Assets:                  

Beginning of period

     99,940,503        94,070,771  

End of period*

   $ 99,948,717      $ 99,940,503  

*Includes accumulated net investment loss of:

     $(806,105)        $(547,448)  

 

See Notes to Financial Statements.

 

10    ClearBridge Mid Cap Growth Fund 2018 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 A Shares1   20182     2017     2016     2015     2014     2013  
Net asset value, beginning of period     $27.45       $22.49       $23.58       $23.09       $21.52       $16.45  
Income (loss) from operations:            

Net investment loss

    (0.08)       (0.14)       (0.11)       (0.16)       (0.11)       (0.14)  

Net realized and unrealized gain (loss)

    2.15       5.10       (0.98)       1.13       2.27       5.77  

Total income (loss) from operations

    2.07       4.96       (1.09)       0.97       2.16       5.63  
Less distributions from:            

Net realized gains

    (0.66)                   (0.48)       (0.59)       (0.56)  

Total distributions

    (0.66)                   (0.48)       (0.59)       (0.56)  
Net asset value, end of period     $28.86       $27.45       $22.49       $23.58       $23.09       $21.52  

Total return3

    7.65     22.05     (4.62)     4.27     10.27     35.40
Net assets, end of period (000s)     $17,432       $18,112       $27,207       $32,406       $32,843       $19,490  
Ratios to average net assets:            

Gross expenses

    1.36 %4      1.36     1.37     1.36     1.49     1.82

Net expenses5,6

    1.12 4      1.14       1.11       1.29       1.30       1.28  

Net investment loss

    (0.56) 4      (0.56)       (0.49)       (0.67)       (0.51)       (0.72)  
Portfolio turnover rate     12     27     25     35     44     76

 

1 

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

 

2 

For the six months ended April 30, 2018 (unaudited).

 

3 

Performance figures, exclusive of sales charges, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, effective December 1, 2017, 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 A shares did not exceed 1.20%. This expense limitation arrangement cannot be terminated prior to December 31, 2019 without the Board of Trustees’ consent. Prior to December 1, 2017, the ratio of total annual fund operating expenses to average net assets of Class A shares did not exceed 1.25%. During the period December 1, 2012 through August 2, 2015, as a result of an expense limitation arrangement, the ratio of total annual fund operating expenses to average net assets of Class A shares did not exceed 1.30%. Prior to December 1, 2012, the ratio of total annual fund operating expenses to average net assets of Class A shares did not exceed 1.40%.

 

See Notes to Financial Statements.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   11


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31,

unless otherwise noted:

 
Class A2 Shares1   20182     2017     2016     2015     20143  
Net asset value, beginning of period     $27.22       $22.34       $23.49       $23.04       $21.76  
Income (loss) from operations:          

Net investment loss

    (0.10)       (0.20)       (0.16)       (0.21)       (0.19)  

Net realized and unrealized gain (loss)

    2.13       5.08       (0.99)       1.14       2.06  

Total income (loss) from operations

    2.03       4.88       (1.15)       0.93       1.87  
Less distributions from:          

Net realized gains

    (0.66)                   (0.48)       (0.59)  

Total distributions

    (0.66)                   (0.48)       (0.59)  
Net asset value, end of period     $28.59       $27.22       $22.34       $23.49       $23.04  

Total return4

    7.57     21.84     (4.90)     4.10     8.87
Net assets, end of period (000s)     $32,987       $27,853       $18,736       $15,014       $6,716  
Ratios to average net assets:          

Gross expenses

    1.49 %5      1.56     1.61     1.62     1.83 %5 

Net expenses6,7

    1.25 5      1.34       1.35       1.48       1.50 5 

Net investment loss

    (0.70) 5      (0.78)       (0.73)       (0.89)       (0.93) 5 
Portfolio turnover rate     12     27     25     35     44 %8 

 

1 

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

 

2 

For the six months ended April 30, 2018 (unaudited).

 

3 

For the period December 2, 2013 (inception date) to October 31, 2014.

 

4 

Performance figures, exclusive of sales charges, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

5 

Annualized.

 

6 

Reflects fee waivers and/or expense reimbursements.

 

7 

As a result of an expense limitation arrangement, effective December 1, 2017, 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 A2 shares did not exceed 1.40%. This expense limitation arrangement cannot be terminated prior to December 31, 2019 without the Board of Trustees’ consent. Prior to December 1, 2017, the ratio of total annual fund operating expenses to average net assets of Class A2 shares did not exceed 1.45%. Prior to August 3, 2015, the expense limitation was 1.50%.

 

8 

For the year ended October 31, 2014.

 

See Notes to Financial Statements.

 

12    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended October 31,

unless otherwise noted:

 
Class C Shares1   20182     2017     2016     2015     2014     2013  
Net asset value, beginning of period     $25.95       $21.43       $22.66       $22.37       $21.00       $16.18  
Income (loss) from operations:            

Net investment loss

    (0.18)       (0.33)       (0.28)       (0.32)       (0.22)       (0.27)  

Net realized and unrealized gain (loss)

    2.03       4.85       (0.95)       1.09       2.18       5.65  

Total income (loss) from operations

    1.85       4.52       (1.23)       0.77       1.96       5.38  
Less distributions from:            

Net realized gains

    (0.66)                   (0.48)       (0.59)       (0.56)  

Total distributions

    (0.66)                   (0.48)       (0.59)       (0.56)  
Net asset value, end of period     $27.14       $25.95       $21.43       $22.66       $22.37       $21.00  

Total return3

    7.24     21.09     (5.43)     3.50     9.55     34.41
Net assets, end of period (000s)     $5,804       $6,128       $6,541       $11,087       $4,603       $7,708  
Ratios to average net assets:            

Gross expenses

    2.13 %4      2.15     2.17     2.14     2.41     3.10

Net expenses5,6

    1.89 4      1.93       1.91       2.04       2.05       2.05  

Net investment loss

    (1.34) 4      (1.37)       (1.30)       (1.42)       (1.03)       (1.52)  
Portfolio turnover rate     12     27     25     35     44     76

 

1 

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

 

2 

For the six months ended April 30, 2018 (unaudited).

 

3 

Performance figures, exclusive of CDSC, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, effective December 1, 2017, 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 C shares did not exceed 1.95%. This expense limitation arrangement cannot be terminated prior to December 31, 2019 without the Board of Trustees’ consent. Prior to December 1, 2017, the ratio of total annual fund operating expenses to average net assets of Class C shares did not exceed 2.00%. During the period December 1, 2012 through August 2, 2015, as a result of an expense limitation arrangement, the ratio of total annual fund operating expenses to average net assets of Class C shares did not exceed 2.05%. Prior to December 1, 2012, the ratio of total annual fund operating expenses to average net assets of Class C shares did not exceed 2.15%.

 

See Notes to Financial Statements.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   13


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31,

unless otherwise noted:

 
Class R Shares1   20182     2017     2016     2015     2014     20133  
Net asset value, beginning of period     $27.07       $22.26       $23.43       $23.01       $21.51       $20.58  
Income (loss) from operations:            

Net investment loss

    (0.12)       (0.25)       (0.19)       (0.22)       (0.17)       (0.04)  

Net realized and unrealized gain (loss)

    2.12       5.06       (0.98)       1.12       2.26       0.97  

Total income (loss) from operations

    2.00       4.81       (1.17)       0.90       2.09       0.93  
Less distributions from:            

Net realized gains

    (0.66)                   (0.48)       (0.59)        

Total distributions

    (0.66)                   (0.48)       (0.59)        
Net asset value, end of period     $28.41       $27.07       $22.26       $23.43       $23.01       $21.51  

Total return4

    7.50     21.61     (4.99)     3.98     9.94     4.57
Net assets, end of period (000s)     $239       $226       $11       $12       $12       $10  
Ratios to average net assets:            

Gross expenses

    1.70 %5      1.82     1.84     1.63     2.00     2.18 %5 

Net expenses6,7

    1.46 5      1.48       1.48       1.58       1.60       1.60 5 

Net investment loss

    (0.88) 5      (0.97)       (0.86)       (0.95)       (0.77)       (1.31) 5 
Portfolio turnover rate     12     27     25     35     44     76 %8 

 

1 

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

 

2 

For the six months ended April 30, 2018 (unaudited).

 

3 

For the period ended September 9, 2013 (inception date) to October 31, 2013.

 

4 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

5 

Annualized.

 

6 

Reflects fee waivers and/or expense reimbursements.

 

7 

As a result of an expense limitation arrangement, effective December 1, 2017, 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 R shares did not exceed 1.45%. This expense limitation arrangement cannot be terminated prior to December 31, 2019 without the Board of Trustees’ consent. Prior to December 1, 2017, the expense limitation was 1.50%. Prior to August 3, 2015, the expense limitation was 1.60%.

 

8 

For the year ended October 31, 2013.

 

See Notes to Financial Statements.

 

14    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended October 31,

unless otherwise noted:

 
Class I Shares1   20182     2017     2016     2015     2014     2013  
Net asset value, beginning of period     $27.96       $22.85       $23.89       $23.33       $21.68       $16.52  
Income (loss) from operations:            

Net investment loss

    (0.04)       (0.08)       (0.05)       (0.09)       (0.06)       (0.10)  

Net realized and unrealized gain (loss)

    2.19       5.19       (0.99)       1.13       2.30       5.82  

Total income (loss) from operations

    2.15       5.11       (1.04)       1.04       2.24       5.72  
Less distributions from:            

Net realized gains

    (0.66)                   (0.48)       (0.59)       (0.56)  

Total distributions

    (0.66)                   (0.48)       (0.59)       (0.56)  
Net asset value, end of period     $29.45       $27.96       $22.85       $23.89       $23.33       $21.68  

Total return3

    7.80     22.36     (4.35)     4.53     10.57     35.80
Net assets, end of period (000s)     $39,883       $37,925       $40,017       $35,961       $28,357       $14,740  
Ratios to average net assets:            

Gross expenses

    1.08 %4      1.09     1.08     1.09     1.24     1.52

Net expenses5,6

    0.83 4      0.87       0.82       1.01       1.05       1.05  

Net investment loss

    (0.27) 4      (0.30)       (0.20)       (0.40)       (0.27)       (0.50)  
Portfolio turnover rate     12     27     25     35     44     76

 

1 

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

 

2 

For the six months ended April 30, 2018 (unaudited).

 

3 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, effective December 1, 2017 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, 2019 without the Board of Trustees’ consent. Prior to December 1, 2017, the ratio of total annual fund operating expenses to average net assets of Class I shares did not exceed 0.90%. During the period December 1, 2012 through August 2, 2015, as a result of an expense limitation arrangement, the ratio of total annual fund operating expenses to average net assets of Class I shares did not exceed 1.05%. Prior to December 1, 2012, the ratio of total annual fund operating expenses to average net assets of Class I shares did not exceed 1.15%.

 

See Notes to Financial Statements.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   15


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended October 31,

unless otherwise noted:

 
Class IS Shares1   20182     2017     2016     2015     2014     20133  
Net asset value, beginning of period     $27.98       $22.85       $23.90       $23.33       $21.69       $20.73  
Income (loss) from operations:            

Net investment loss

    (0.02)       (0.07)       (0.07)       (0.10)       (0.05)       (0.02)  

Net realized and unrealized gain (loss)

    2.18       5.20       (0.98)       1.15       2.28       0.98  

Total income (loss) from operations

    2.16       5.13       (1.05)       1.05       2.23       0.96  
Less distributions from:            

Net realized gains

    (0.66)                   (0.48)       (0.59)        

Total distributions

    (0.66)                   (0.48)       (0.59)        
Net asset value, end of period     $29.48       $27.98       $22.85       $23.90       $23.33       $21.69  

Total return4

    7.84     22.45     (4.39)     4.58     10.57     4.63
Net assets, end of period (000s)     $3,604       $9,697       $1,557       $50       $12       $10  
Ratios to average net assets:            

Gross expenses

    1.01 %5      1.03     1.07     1.11     1.54     1.70 %5 

Net expenses6,7

    0.76 5      0.80       0.80       0.97       1.05       1.05 5 

Net investment loss

    (0.17) 5      (0.26)       (0.31)       (0.42)       (0.22)       (0.76) 5 
Portfolio turnover rate     12     27     25     35     44     76 %8 

 

1 

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

 

2 

For the six months ended April 30, 2018 (unaudited).

 

3 

For the period ended September 9, 2013 (inception date) to October 31, 2013.

 

4 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

5 

Annualized.

 

6 

Reflects fee waivers and/or expense reimbursements.

 

7 

As a result of an expense limitation arrangement, effective December 1, 2017 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 IS shares did not exceed 0.75%. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2019 without the Board of Trustees’ consent. Prior to December 1, 2017, the ratio of total annual fund operating expenses for Class IS shares did not exceed 0.80%. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. Prior to August 3, 2015, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares.

 

8 

For the year ended October 31, 2013.

 

See Notes to Financial Statements.

 

16    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

ClearBridge Mid Cap Growth Fund (the “Fund”) is a separate diversified investment series of Legg Mason Partners 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.

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. 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. Prior to December 1, 2017, short-term fixed income securities that would mature in 60 days or less were valued at amortized cost, unless it was determined that using this method would not reflect an investment’s fair value. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

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 Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   17


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

 

adopted by the Board of Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

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

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

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

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 Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

 

18    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Common stocks†   $ 96,193,595                 $ 96,193,595  
Total long-term investments     96,193,595                   96,193,595  
Short-term investments†     3,668,703                   3,668,703  
Total investments   $ 99,862,298                 $ 99,862,298  

 

See Schedule of Investments for additional detailed categorizations.

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

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

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

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

(c) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or 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.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   19


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

 

(d) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest 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. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(e) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

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

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of October 31, 2017, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

(i) 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.

 

20    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and ClearBridge Investments, LLC (“ClearBridge”) is the Fund’s subadviser. Western Asset Management Company (“Western Asset”) manages the portion of the Fund’s cash and short-term instruments allocated to it. LMPFA, ClearBridge and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

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

 

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

Prior to December 1, 2017, the Fund paid a management fee at an annual rate as follows: 0.800% of assets up to and including $1 billion, 0.775% of assets over $1 billion and up to and including $2 billion, 0.750% of assets over $2 billion and up to and including $5 billion, 0.725% of assets over $5 billion and up to and including $10 billion and 0.700% of assets over $10 billion.

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund, except for the management of the portion of the cash and short-term instruments allocated to Western Asset. For their services, LMPFA pays ClearBridge and Western Asset monthly an aggregate fee equal to 70% of the net management fee it receives from the Fund.

As a result of expense limitation arrangements between the Fund 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 A, Class A2, Class C, Class R, Class I and Class IS shares did not exceed 1.20%, 1.40%, 1.95%, 1.45%, 0.85% and 0.75%, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2019 without the Board of Trustees’ consent. Prior to December 1, 2017, 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 A, Class A2, Class C, Class R, Class I and Class IS shares did not exceed 1.25%, 1.45%, 2.00%, 1.50%, 0.90% and 0.80%, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   21


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

 

During the six months ended April 30, 2018, fees waived and/or expenses reimbursed amounted to $122,118.

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

Legg Mason Investor Services, LLC (‘‘LMIS’’), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sole and exclusive distributor.

There is a maximum initial sales charge of 5.75% for Class A and Class A2 shares. There is a contingent deferred sales charge (“CDSC”) of 1.00% on Class C shares, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A and Class A2 shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A and Class A2 shares, which, when combined with current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the six months ended April 30, 2018, sales charges retained by and CDSCs paid to LMIS and its affiliates, if any, were as follows:

 

      Class A      Class A2      Class C  
Sales charges    $ 1,754      $ 27,238         
CDSCs                  $ 90  

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

3. Investments

During the six months ended April 30, 2018, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 12,196,371  
Sales        21,151,236  

At April 30, 2018, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

      Cost     

Gross

Unrealized

Appreciation

    

Gross

Unrealized

Depreciation

    

Net

Unrealized

Appreciation

 
Securities    $ 67,795,293      $ 33,781,295      $ (1,714,290)      $ 32,067,005  

 

22    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


4. Derivative instruments and hedging activities

During the six months ended April 30, 2018, the Fund did not invest in derivative instruments.

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

The Fund has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan the Fund pays service and/or distribution fees with respect to its Class A, Class A2, Class C and Class R shares calculated at the annual rate of 0.25%, 0.25%, 1.00% and 0.50% of the average daily net assets of each class, respectively. Service and/or distribution fees are accrued daily and paid monthly.

For the six months ended April 30, 2018, class specific expenses were as follows:

 

       

Service and/or

Distribution Fees

      

Transfer Agent

Fees

 
Class A      $ 23,100        $ 10,314  
Class A2        38,213          36,266  
Class C        30,748          4,073  
Class R        599          241  
Class I                 14,599  
Class IS                 273  
Total      $ 92,660        $ 65,766  

For the six months ended April 30, 2018, waivers and/or expense reimbursements by class were as follows:

 

       

Waivers/Expense

Reimbursements

 
Class A      $ 22,460  
Class A2        37,229  
Class C        7,474  
Class R        293  
Class I        48,275  
Class IS        6,387  
Total      $ 122,118  

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   23


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

 

6. Distributions to shareholders by class

 

       

Six Months Ended

April 30, 2018

      

Year Ended

October 31, 2017

 
Net Realized Gains:                      
Class A      $ 435,395           
Class A2        679,268           
Class C        153,681           
Class R        5,468           
Class I        880,094           
Class IS        203,211           
Total      $ 2,357,117           

7. Shares of beneficial interest

At April 30, 2018, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

     Six Months Ended
April  30, 2018
     Year Ended
October 31,  2017
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      54,191      $ 1,582,454        75,569      $ 1,903,252  
Shares issued on reinvestment      15,719        434,635                
Shares repurchased      (125,739)        (3,679,628)        (625,589)        (15,894,539)  
Net decrease      (55,829)      $ (1,662,539)        (550,020)      $ (13,991,287)  
Class A2                                    
Shares sold      210,588      $ 6,083,865        342,722      $ 8,576,842  
Shares issued on reinvestment      24,791        679,268                
Shares repurchased      (105,048)        (3,026,376)        (157,899)        (3,981,723)  
Net increase      130,331      $ 3,736,757        184,823      $ 4,595,119  
Class C                                    
Shares sold      7,127      $ 196,410        15,312      $ 368,839  
Shares issued on reinvestment      5,591        145,815                
Shares repurchased      (35,046)        (961,592)        (84,384)        (2,017,927)  
Net decrease      (22,328)      $ (619,367)        (69,072)      $ (1,649,088)  

 

24    ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report


     Six Months Ended
April  30, 2018
     Year Ended
October 31,  2017
 
      Shares      Amount      Shares      Amount  
Class R                                    
Shares sold      1,455      $ 42,797        8,217      $ 203,196  
Shares issued on reinvestment      201        5,468                
Shares repurchased      (1,565)        (43,350)        (389)        (10,085)  
Net increase      91      $ 4,915        7,828      $ 193,111  
Class I                                    
Shares sold      199,268      $ 5,897,857        325,216      $ 8,248,073  
Shares issued on reinvestment      30,273        853,105                
Shares repurchased      (231,796)        (6,853,719)        (720,226)        (18,696,321)  
Net decrease      (2,255)      $ (102,757)        (395,010)      $ (10,448,248)  
Class IS                                    
Shares sold      18,955      $ 566,816        413,056      $ 9,973,704  
Shares issued on reinvestment      7,204        203,211                
Shares repurchased      (250,472)        (7,152,349)        (134,637)        (3,375,263)  
Net increase (decrease)      (224,313)      $ (6,382,322)        278,419      $ 6,598,441  

8. Subsequent event

Subsequent to the period ended April 30, 2018, shareholder redemptions from Class R shares exceeded 50% of Class R net assets as of April 30, 2018.

 

ClearBridge Mid Cap Growth Fund 2018 Semi-Annual Report   25


Board approval of management and subadvisory agreements (unaudited)

 

At a meeting of the Trust’s Board of Trustees, the Board considered the re-approval for an annual period of the management agreement pursuant to which Legg Mason Partners Fund Advisor, LLC (the “Manager”) provides the Fund with investment advisory and administrative services, the sub-advisory agreement pursuant to which ClearBridge Investments, LLC (“ClearBridge”) provides day-to-day management of the Fund’s portfolio, and the sub-advisory agreement pursuant to which Western Asset Management Company (“Western Asset” and, together with ClearBridge, the “Sub-Advisers”) provides day-to-day management of the Fund’s cash and short-term instruments allocated to it by the Manager. (The management agreement and sub-advisory agreements are collectively referred to as the “Agreements.”) The Manager and the Sub-Advisers are wholly-owned subsidiaries of Legg Mason, Inc. The Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)) of the Fund were assisted in their review by Fund counsel and independent legal counsel and met with independent legal counsel in executive sessions separate from representatives of the Manager and the Sub-Advisers. The Independent Trustees requested and received information from the Manager and the Sub-Advisers they deemed reasonably necessary for their review of the Agreements and the performance of the Manager and the Sub-Advisers. Included was information about the Manager, the Sub-Advisers and the Fund’s distributor, as well as the management, sub-advisory and distribution arrangements and services provided to the Fund and other funds overseen by the Board. This information was initially reviewed by a special committee of the Independent Trustees and then by the full Board.

In voting to approve the Agreements, the Independent Trustees considered whether the approval of the Agreements would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below.

Nature, extent and quality of the services provided to the fund under the management agreement and sub-advisory agreements

The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and Sub-Advisory Agreements, respectively, during the past year. The Trustees also considered the Manager’s supervisory activities over the Sub-Advisers. In addition, the Independent Trustees received and considered other information regarding the administrative and other services rendered to the Fund and its shareholders by the Manager. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Sub-Advisers and the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Sub-Advisers took into account the Board’s knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment

 

26    ClearBridge Mid Cap Growth Fund


 

management and other capabilities of the Manager and the Sub-Advisers and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the Fund’s compliance programs. The Board reviewed information received from the Manager and the Fund’s Chief Compliance Officer regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended.

The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board considered the degree to which the Manager implemented organizational changes to improve investment results and the services provided to the Legg Mason fund complex and the Manager’s commitment to continue to provide effective and efficient investment management and shareholder services. The Board also considered, based on its knowledge of the Manager and the Manager’s affiliates, the financial resources available to the Manager’s parent organization, Legg Mason, Inc.

The Board also considered the division of responsibilities among the Manager and the Sub-Advisers and the oversight provided by the Manager. The Board also considered the Manager’s and ClearBridge’s brokerage policies and practices, the standards applied in seeking best execution, their policies and practices regarding soft dollars, and the existence of quality controls applicable to brokerage allocation procedures. In addition, management also reported to the Board on, among other things, its business plans, recent organizational changes, portfolio manager compensation plan and policy regarding portfolio managers’ ownership of fund shares.

The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the respective Agreement by the Manager and the Sub-Advisers.

Fund performance

The Board received and reviewed performance information for the Fund and for all retail and institutional mid-cap growth funds (the “Performance Universe”) selected by Broadridge Financial Solutions Inc. (“Broadridge”), an independent provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. The Trustees noted that they also had received and discussed with management at periodic intervals information on the investment performance of the Fund in comparison to similar mutual funds and benchmark performance indices. The information comparing the Fund’s

 

ClearBridge Mid Cap Growth Fund   27


Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

performance to that of the Performance Universe was for the one-, three- and five-year periods ended June 30, 2017. The Fund performed below the median performance of the funds in the Performance Universe for the one- and three-year periods, but performed better than the median performance of the funds in the Performance Universe for the five-year period. The Board also reviewed performance information provided by the Manager for periods ended September 30, 2017, which showed that the Fund’s performance was below the Broadridge category average during the third quarter. The Board also reviewed information prepared by Broadridge comparing the Fund’s annualized total return for the three-year period ended June 30, 2017 in relation to the Fund’s standard deviation to that of the funds in the Performance Universe. The Trustees discussed with representatives of management the portfolio management strategy of the Fund’s portfolio managers and noted that the portfolio managers continued to apply a consistent investment strategy. The Trustees also noted that the Manager and ClearBridge were committed to providing the resources necessary to assist the Fund’s portfolio managers. Based on its review, the Board generally was satisfied with the Fund’s long-term performance record. The Board determined to continue to evaluate the Fund’s performance and directed the Independent Trustees’ performance committee to continue to periodically review Fund performance with the Manager and report to the full Board during periods between Board meetings.

Management fees and expense ratios

The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Sub-Advisers, respectively. The Board noted that the Manager, and not the Fund, pays the sub-advisory fees to the Sub-Advisers and, accordingly, that the retention of the Sub-Advisers does not increase the fees and expenses incurred by the Fund. In addition, because of the Manager’s fee waiver and/or expense reimbursement arrangement that was in effect for the Fund, which reduced the management fee paid to the Manager, the Board also reviewed and considered the actual management fee rate (after taking into account waivers and reimbursements) (the “Actual Management Fee”).

The Board also reviewed information regarding the fees the Manager and ClearBridge charged any of their U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, institutional separate and commingled accounts and retail managed accounts. The Manager reviewed with the Board the significant differences in the scope of services provided to the Fund and to such other clients, noting that the Fund is provided with regulatory compliance and administrative services, office facilities and Fund officers (including the Fund’s chief financial, chief legal and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by

 

28    ClearBridge Mid Cap Growth Fund


 

other fund service providers, including the Sub-Advisers. The Board considered the fee comparisons in light of the scope of services required to manage these different types of accounts.

The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes. Management also discussed with the Board the Fund’s distribution arrangements, including how amounts received by the Fund’s distributor are expended, and the fees received and expenses incurred in connection with such arrangements by affiliates of the Manager.

Additionally, the Board received and considered information comparing the Fund’s Contractual Management Fee and Actual Management Fee and the Fund’s overall expense ratio with those of a group of 13 institutional mid-cap growth funds selected by Broadridge as comparable to the Fund (the “Expense Group”), and a broader group of funds selected by Broadridge consisting of all institutional mid-cap growth funds (the “Expense Universe”). This information showed that the Fund’s Contractual Management Fee and Actual Management Fee were lower than the median of management fees paid by the funds in the Expense Group and the funds in the Expense Universe. This information also showed that the Fund’s total expense ratio was lower than the median of the total expense ratios of the funds in the Expense Group and the funds in the Expense Universe. The Trustees also noted the Manager’s fee waiver and/or expense reimbursement arrangement and the lowering of the expense cap for the Fund that was not reflected in the Broadridge data for an annual period.

Manager profitability

The Board received and considered a profitability analysis of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed the Manager’s methodology. The Board noted the profitability percentage ranges determined by appropriate court cases to be reasonable given the services rendered to investment companies. The Board determined that the Manager’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.

Economies of scale

The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund as the Fund’s assets grow, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders.

 

ClearBridge Mid Cap Growth Fund   29


Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

The Board noted that the Manager instituted breakpoints in the Fund’s Contractual Management Fee, reflecting the potential for reducing the Contractual Management Fee as the Fund’s assets grow. The Board noted that the Fund’s assets had not yet reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered. The Board noted, however, that the Contractual Management Fee increases the potential for sharing economies of scale with shareholders to the extent the Fund’s assets grow than if no breakpoints were in place. The Board also noted that to the extent the Fund’s assets increase over time, the Fund and its shareholders should realize other economies of scale as certain expenses, such as fixed fund fees, become a smaller percentage of overall assets. The Board noted that it appeared that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources.

Taking all of the above into consideration, the Board determined that the management fee was reasonable in light of the comparative performance and expense information and the nature, extent and quality of the services provided to the Fund under the Agreements.

Other benefits to the manager

The Board considered other benefits received by the Manager and its affiliates, including the Sub-Advisers, as a result of the Manager’s relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders.

In light of the costs of providing investment management and other services to the Fund and the Manager’s ongoing commitment to the Fund, the profits and other ancillary benefits that the Manager and its affiliates received were considered reasonable.

Based on their discussions and considerations, including those described above, the Trustees approved the Management Agreement and the Sub-Advisory Agreements to continue for another year.

No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreements.

 

30    ClearBridge Mid Cap Growth Fund


ClearBridge

Mid Cap Growth Fund

 

Trustees

Paul R. Ades

Andrew L. Breech

Dwight B. Crane

Althea L. Duersten

Frank G. Hubbard

Howard J. Johnson

Chairman

Jerome H.Miller

Ken Miller

John J. Murphy

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 (“BNY”)*

Transfer agent

BNYMellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

* Effective March 12, 2018, BNY became custodian.

 

ClearBridge Mid Cap Growth Fund

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

ClearBridge Mid Cap Growth Fund

Legg Mason Funds

620 Eighth Avenue, 49th Floor

New York, NY 10018

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q, shareholders can call the Fund at 1-877-721-1926.

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

 

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

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

www.leggmason.com

© 2018 Legg Mason Investors 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 and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. 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;

 

 

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 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 marketing services solely for the Funds;

 

 

The Funds’ representatives such as legal counsel, accountants and auditors; and

 

 

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

 

NOT PART OF THE SEMI-ANNUAL REPORT


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

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

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

 

NOT PART OF THE SEMI-ANNUAL REPORT


www.leggmason.com

© 2018 Legg Mason Investor Services, LLC Member FINRA, SIPC

LMFX013680 6/18 SR18-3364


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 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. EXHIBITS.

(a) (1) Not applicable.

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

Legg Mason Partners Equity Trust

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   June 22, 2018

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:   June 22, 2018
By:  

/s/ Richard F. Sennett

  Richard F. Sennett
  Principal Financial Officer
Date:   June 22, 2018