N-CSR 1 d424247dncsr.htm CLEARBRIDGE LARGE CAP GROWTH FUND ClearBridge Large 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 Investment Trust

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

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

Date of fiscal year end: November 30

Date of reporting period: November 30, 2022

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   November 30, 2022

CLEARBRIDGE

LARGE CAP GROWTH FUND

 

 

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Fund overview     1  
Fund at a glance     7  
Fund expenses     8  
Fund performance     10  
Schedule of investments     12  
Statement of assets and liabilities     15  
Statement of operations     17  
Statements of changes in net assets     18  
Financial highlights     19  
Notes to financial statements     25  
Report of independent registered public accounting firm     37  
Additional information     38  
Important tax information     44  

Fund objective

The Fund seeks long-term capital growth.

 

Letter from the president

 

LOGO

Dear Shareholder,

We are pleased to provide the annual report of ClearBridge Large Cap Growth Fund for the twelve-month reporting period ended November 30, 2022. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

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

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

December 30, 2022

 

 

 

II

   ClearBridge Large Cap Growth Fund


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks long-term capital growth. Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, if any, in equity securities or other instruments with similar economic characteristics of U.S. companies with large market capitalizations. We emphasize individual security selection while diversifying the Fund’s investments across industries, which may help to reduce risk. We attempt to identify established large capitalization companies with the highest growth potential. We then analyze each company in detail, ranking its management, strategy and competitive market position. Finally, we attempt to identify the best values available among the growth companies identified. The core holdings of the Fund will be large capitalization companies that we believe to be dominant in their industries, global in scope and with long-term history of performance. The Fund may invest up to 20% of its net assets (at the time of investment) in foreign securities.

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

A. Equity markets took a defensive shift during the twelve-month reporting period ended November 30, 2022, resulting in a 9.21% decline for the S&P 500 Indexi. The benchmark Russell 1000 Growth Indexii declined 21.64% for the period, trailing the 2.42% gain for the Russell 1000 Value Indexiii. Within the benchmark, rising interest rates created headwinds for stocks in the communication services (-42.38%), consumer discretionary (-34.57%) and information technology (“IT”) (-22.28%) sectors investing to generate profits far into the future. Energy (+65.65%), which has a minimal weighting in the Russell 1000 Growth Index, was the clear winner amid elevated oil and gas prices and an ongoing energy crisis in Europe, while more defensive areas also outperformed the benchmark, including consumer staples (+9.29%) and health care (-4.04%), as did industrials (-1.58%).

 

In late 2021, rising inflation prompted the Federal Reserve Board (the “Fed”) to take on a more hawkish stance, accelerating the tapering of asset purchases and increasing rate hike projections. This drove equities, in particular higher-growth companies, to sell-off entering 2022.

Russia’s invasion of Ukraine in February further disrupted global supply chains and reduced global commodity reserves due to the sanctions levied on Russia, the world’s eleventh largest economy. The conflict increased the probability of a recession in Europe, which investors feared could spread to other developed economies. Oil and gas prices spiked, lifting the energy sector and driving further inflation. The yield for the ten-year Treasury note jumped from 1.63% to 2.33% in the first quarter of 2022.

The second quarter brought more of the same, with persistent inflation prompting central banks to take more hawkish stances. The Fed raised the federal funds rate by 50 basis points in May and 75 basis points in June. These hikes jarred financial markets, significantly compressing equity multiples. Defensive sectors led the market, along with the energy sector, while mega cap growth stocks sold-off. Concerns over companies’ ability to

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

1


Fund overview (cont’d)

 

maintain current margins increased, as did the probability of a “hard landing” for the economy. The yield for the ten-year Treasury note rose to 3.01%.

A bear market rally followed in July, with investors bidding up growth stocks in particular in the hopes a policy-engineered recession would spur a reversal in Fed policy. Such hopes were disappointed in August when candid statements by Fed Chair Powell signaled the Fed’s intent to continue raising rates beyond previous targets, regardless of the economic consequences. Higher bond yields — the yield for the ten-year Treasury note rose to 3.83% in the third quarter of 2022 — helped strengthen the U.S. dollar, reducing overseas revenues for multinational companies.

Emerging evidence of a slowing economy, which might prompt an early Fed pivot from its tightening regime, along with some better-than-expected earnings, helped equities to close out the period. After edging up above 4%, the yield for the ten-year Treasury note ended the period at 3.60%, up over 200 basis points for the reporting period, as the Fed signaled a higher-for-longer future for interest rates and a recession became the base case for 2023.

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

A. The last twelve months have been particularly challenging for us as active managers as focusing on diversification across different types of growth companies, favoring quality businesses and taking a defensive posture in positioning the portfolio have not generated alpha. Traditionally defensive businesses, like eye care products maker Alcon, for example, have not behaved that way through the current bear market despite maintaining solid fundamentals and execution. We don’t take solace in the fact that we are not alone, as our mega-cap-heavy index continues to outperform most active strategies. We attribute this to the unique behavior of some of the largest constituents in the Russell 1000 Growth Index that have outperformed in up periods and exhibited resilience during drawdowns.

Instead, the best approach we can take at this point is to stick with our process of fundamental, bottom-up research and stock selection with an eye on how each buy, sell, add or trim impacts the portfolio’s overall risk/reward. Through the two and half years since COVID-19 struck, we have prudently transitioned the portfolio into companies that possess what we view as the most attractive growth profiles over the next three to five years. As a result, our active share has steadily risen, highlighted by meaningful overweights to health care, industrials, software and services within IT and underweights in consumer discretionary, semiconductors and hardware within IT.

Another key tenet of our approach is an emphasis on risk management. This emphasis has guided our positioning changes through the drawdown that has characterized most of the year. We started becoming more countercyclical in establishing an overweight to health care stocks tied to procedures in the last several quarters, with two of nine new positions for the year in the sector being medical device makers DexCom and Stryker. We also initiated positions in defensively oriented growth franchises in consumer staples (Estee Lauder) and financials (Marsh & McLennan).

 

 

2

   ClearBridge Large Cap Growth Fund 2022 Annual Report


We complemented this activity by paring back positions in consumer discretionary and more economically exposed areas of IT and communication services, with nine of our twelve sells coming in these areas. As long-term investors, we have approached these moves in a thoughtful way, reducing positions when short-term headwinds cause us to re-examine our investment thesis and only exiting names when we believe with certainty that the reason for owning them no longer applies.

We see three ways to generate returns through the bear market. The first is by owning stocks delivering high-quality organic growth via a combination of high-single-digit revenue growth, the use of free cash flow to drive buybacks and pulling levers to support earnings growth. We see a number of these opportunities in health care. The second strategy is to purchase stocks after they have derated and established a lower base for future earnings. These include companies like Netflix and PayPal where final demand is normalizing after a pull-forward during the pandemic. The third strategy is buying growth companies with idiosyncratic or stock-specific catalysts unrelated to the direction of the market like Sherwin-Williams and Intel. Both stocks are examples of companies we categorize in our cyclical bucket that should experience a step change in earnings over the medium- to long-term with solid execution and their ability to pass through price increases.

Performance review

For the twelve months ended November 30, 2022, Class A shares of ClearBridge Large Cap Growth Fund, excluding sales charges, returned -27.74%. The Fund’s unmanaged benchmark, the Russell 1000 Growth Index, returned -21.64% for the same period. The Lipper Large-Cap Growth Funds Category Averageiv returned -25.37% over the same time frame.

 

Performance Snapshot as of November 30, 2022

(unaudited)

 
(excluding sales charges)   6 months     12 months  
ClearBridge Large Cap Growth Fund:    

Class A

    -2.96     -27.74

Class C

    -3.29     -28.22

Class R

    -3.07     -27.95

Class I

    -2.79     -27.51

Class IS

    -2.77     -27.45

Class O1

    -2.77     -27.47
Russell 1000 Growth Index     -1.76     -21.64
Lipper Large-Cap Growth Funds Category Average     -2.92     -25.37

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.franklintempleton.com.

 

 

1 

Class O shares are offered only to former Class O shareholders of the ClearBridge Equity Fund.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

3


Fund overview (cont’d)

 

All share class returns assume the reinvestment of all distributions 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 31, 2022, the gross total annual fund operating expense ratios for Class A, Class C, Class R, Class I, Class IS and Class O shares were 0.99%, 1.71%, 1.31%, 0.71%, 0.61% and 0.66%, 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.

Q. What were the leading contributors to performance?

A. On an absolute basis, the Fund had positive returns in three of the nine economic sectors in which it was invested (among eleven sectors in total) during the reporting period. The greatest contributions to absolute returns came from the consumer staples sector.

Relative to the benchmark, overall sector allocation contributed to performance. In particular, overweights to the health care and industrials sectors, an underweight to communication services and stock selection in the industrials and consumer staples sectors were the primary contributors to performance.

In terms of individual Fund holdings, leading contributors to performance for the period included UnitedHealth Group in the health care sector, W.W. Grainger and Raytheon Technologies in the industrials sector, Monster Beverage in the consumer staples sector and Visa in the IT sector.

Q. What were the leading detractors from performance?

A. On an absolute basis, the Fund had negative returns in six of the nine economic sectors in which it was invested (among eleven sectors in total) during the period. The greatest detractors from absolute returns came in the IT and communication services sectors.

Relative to the benchmark, overall stock selection had a negative impact on performance. In particular, stock selection in the IT and communication services sectors were the primary detractors from results. An underweight to consumer staples and stock selection in health care also hurt performance for the period.

In terms of individual Fund holdings, the leading detractors for the period were Amazon.com in the consumer discretionary sector, Meta Platforms in the communication services sector as well as NVIDIA, Atlassian and salesforce.com in the IT sector.

 

 

4

   ClearBridge Large Cap Growth Fund 2022 Annual Report


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

A. Significant changes to the Fund’s portfolio during the period included the initiation of new positions in DexCom and Stryker in the health care sector, PayPal in the IT sector, Sherwin-Williams in the materials sector and Estee Lauder in the consumer staples sector. During the reporting period, we also closed a number of the Fund’s existing positions, the largest being Home Depot and Ulta Beauty in the consumer discretionary sector, QUALCOMM and NXP Semiconductors in the IT sector and Walt Disney in the communication services sector.

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

Sincerely,

 

LOGO

Peter Bourbeau

Portfolio Manager

ClearBridge Investments, LLC

 

LOGO

Margaret Vitrano

Portfolio Manager

ClearBridge Investments, LLC

December 14, 2022

RISKS: Common stocks are subject to market and price fluctuations. Large capitalization companies may fall out of favor with investors based on market and economic conditions. Growth stocks as a group may fall out of favor and underperform the overall equity market while the market concentrates on value stocks. Although the Fund will not concentrate its investments in any one industry or industry group, it may weight its investments toward certain industries, thus increasing its exposure to factors adversely affecting issuers within those industries. Diversification does not assure against market loss. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

Portfolio holdings and breakdowns are as of November 30, 2022 and are subject to change and may not be representative of the portfolio managers’ current or future investments. The Fund’s top ten holdings (as a percentage of net assets) as of November 30, 2022 were: Microsoft Corp. (7.1%), Amazon.com Inc. (6.2%), Visa Inc. (5.9%), UnitedHealth Group Inc. (5.1%), Apple Inc. (4.6%), NVIDIA Corp. (3.6%), Thermo Fisher Scientific Inc. (3.0%), Palo Alto Networks Inc. (2.9%), Netflix Inc. (2.8%) and S&P Global Inc. (2.8%). Please refer to pages 12 through 14 for a list and percentage breakdown of the Fund’s holdings.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

5


Fund overview (cont’d)

 

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. Portfolio holdings are subject to change at any time and may not be representative of the portfolio managers’ current or future investments. The Fund’s top five sector holdings (as a percentage of net assets) as of November 30, 2022 were: information technology (37.3%), health care (19.1%), consumer discretionary (12.3%), industrials (11.7%) and communication services (5.1%). The Fund’s portfolio composition is subject to change at any time.

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

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

 

 

i 

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

 

ii 

The Russell 1000 Growth Index measures the performance of those Russell 1000 Index companies with higherprice-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.) 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 Index represents approximately 92% 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.

 

iii

The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values.

 

iv 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the period ended November 30, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 680 funds for the six-month period and among the 667 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

 

6

   ClearBridge Large Cap Growth Fund 2022 Annual Report


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 November 30, 2022 and November 30, 2021. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

7


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 June 1, 2022 and held for the six months ended November 30, 2022.

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     -2.96   $ 1,000.00     $ 970.40       1.06   $ 5.24       Class A     5.00   $ 1,000.00     $ 1,019.75       1.06   $ 5.37  
Class C     -3.29       1,000.00       967.10       1.72       8.48       Class C     5.00       1,000.00       1,016.44       1.72       8.69  
Class R     -3.07       1,000.00       969.30       1.31       6.47       Class R     5.00       1,000.00       1,018.50       1.31       6.63  
Class I     -2.79       1,000.00       972.10       0.73       3.61       Class I     5.00       1,000.00       1,021.41       0.73       3.70  
Class IS     -2.77       1,000.00       972.30       0.65       3.21       Class IS     5.00       1,000.00       1,021.81       0.65       3.29  
Class O     -2.77       1,000.00       972.30       0.68       3.36       Class O     5.00       1,000.00       1,021.66       0.68       3.45  

 

 

 

8

   ClearBridge Large Cap Growth Fund 2022 Annual Report


1 

For the six months ended November 30, 2022.

 

2 

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

 

3 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 365.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

9


Fund performance (unaudited)

 

Average annual total returns  
Without sales charges1    Class A      Class C      Class R      Class I      Class IS      Class O  
Twelve Months Ended 11/30/22      -27.74      -28.22      -27.95      -27.51      -27.45      -27.47
Five Years Ended 11/30/22      8.55        7.79        8.22        8.87        8.97        8.92  
Ten Years Ended 11/30/22      13.03        12.22        12.68        13.39        N/A        N/A  
Inception* through 11/30/22                                  12.63        10.51  
With sales charges2    Class A      Class C      Class R      Class I      Class IS      Class O  
Twelve Months Ended 11/30/22      -31.89      -28.83      -27.95      -27.51      -27.45      -27.47
Five Years Ended 11/30/22      7.27        7.79        8.22        8.87        8.97        8.92  
Ten Years Ended 11/30/22      12.36        12.22        12.68        13.39        N/A        N/A  
Inception* through 11/30/22                                  12.63        10.51  

 

Cumulative total returns       
Without sales charges1        
Class A (11/30/12 through 11/30/22)      240.28
Class C (11/30/12 through 11/30/22)      216.68  
Class R (11/30/12 through 11/30/22)      230.05  
Class I (11/30/12 through 11/30/22)      251.23  
Class IS (Inception date of 3/15/13 through 11/30/22)      217.45  
Class O (Inception date of 12/19/14 through 11/30/22)      121.35  

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 5.50% (5.75% prior to August 15, 2022). Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

*

Inception date for Class A and C shares is August 29, 1997. Inception dates for Class R, I, IS and O shares are December 28, 2006, October 15, 1997, March 15, 2013 and December 19, 2014, respectively.

 

 

 

10

   ClearBridge Large Cap Growth Fund 2022 Annual Report


 

Historical performance

Value of $10,000 invested in

Class A and C Shares of ClearBridge Large Cap Growth Fund vs. Russell 1000 Growth Index† — November 2012 - November 2022

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

Hypothetical illustration of $10,000 invested in Class A and C shares of ClearBridge Large Cap Growth Fund on November 30, 2012, assuming the deduction of the maximum initial sales charge of 5.50% (5.75% prior to August 15, 2022) at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through November 30, 2022. The hypothetical illustration also assumes a $10,000 investment in the Russell 1000 Growth Index. The Russell 1000 Growth Index (the “Index”) measures the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Index is unmanaged and not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than the Class A and C shares’ performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

11


Schedule of investments

November 30, 2022

 

ClearBridge Large Cap Growth Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  
Common Stocks — 97.0%                                
Communication Services — 5.1%                                

Entertainment — 3.3%

                               

Netflix Inc.

                    919,100       $280,812,623  * 

Sea Ltd., ADR

                    825,700       48,196,109  * 

Total Entertainment

                            329,008,732  

Interactive Media & Services — 1.8%

                               

Meta Platforms Inc., Class A Shares

                    1,466,898       173,240,654  * 

Total Communication Services

                            502,249,386  
Consumer Discretionary — 12.3%                                

Auto Components — 1.5%

                               

Aptiv PLC

                    1,427,326       152,252,864  * 

Automobiles — 0.3%

                               

Tesla Inc.

                    130,900       25,486,230  * 

Internet & Direct Marketing Retail — 6.2%

                               

Amazon.com Inc.

                    6,364,880       614,465,515  * 

Specialty Retail — 2.0%

                               

Advance Auto Parts Inc.

                    815,356       123,110,602  

Tractor Supply Co.

                    328,121       74,257,064  

Total Specialty Retail

                            197,367,666  

Textiles, Apparel & Luxury Goods — 2.3%

                               

NIKE Inc., Class B Shares

                    2,044,700       224,283,143  

Total Consumer Discretionary

                            1,213,855,418  
Consumer Staples — 4.2%                                

Beverages — 2.6%

                               

Monster Beverage Corp.

                    2,563,319       263,662,992  * 

Personal Products — 1.6%

                               

Estee Lauder Cos. Inc., Class A Shares

                    667,500       157,389,825  

Total Consumer Staples

                            421,052,817  
Financials — 3.9%                                

Capital Markets — 2.8%

                               

S&P Global Inc.

                    791,237       279,148,414  

Insurance — 1.1%

                               

Marsh & McLennan Cos. Inc.

                    600,200       103,942,636  

Total Financials

                            383,091,050  
Health Care — 19.1%                                

Health Care Equipment & Supplies — 8.3%

                               

Alcon Inc.

                    3,030,263       208,754,818  

Dexcom Inc.

                    1,818,100       211,408,668  * 

Intuitive Surgical Inc.

                    814,603       220,260,505  * 

Stryker Corp.

                    777,000       181,732,530  

Total Health Care Equipment & Supplies

                            822,156,521  

Health Care Providers & Services — 5.1%

                               

UnitedHealth Group Inc.

                    920,769       504,360,428  

 

See Notes to Financial Statements.

 

 

12

   ClearBridge Large Cap Growth Fund 2022 Annual Report


ClearBridge Large Cap Growth Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  

Life Sciences Tools & Services — 3.0%

                               

Thermo Fisher Scientific Inc.

                    525,783     $ 294,554,152  

Pharmaceuticals — 2.7%

                               

Zoetis Inc.

                    1,747,366       269,338,995  

Total Health Care

                            1,890,410,096  
Industrials — 11.7%                                

Aerospace & Defense — 2.4%

                               

Raytheon Technologies Corp.

                    2,410,945       238,008,490  

Air Freight & Logistics — 2.6%

                               

United Parcel Service Inc., Class B Shares

                    1,375,049       260,888,047  

Electrical Equipment — 2.5%

                               

Eaton Corp. PLC

                    1,503,209       245,699,511  

Road & Rail — 1.4%

                               

Uber Technologies Inc.

                    4,899,551       142,772,916  * 

Trading Companies & Distributors — 2.8%

                               

W.W. Grainger Inc.

                    454,881       274,320,536  

Total Industrials

                            1,161,689,500  
Information Technology — 37.3%                                

IT Services — 7.8%

                               

PayPal Holdings Inc.

                    2,498,888       195,937,808  * 

Visa Inc., Class A Shares

                    2,679,024       581,348,208  

Total IT Services

                            777,286,016  

Semiconductors & Semiconductor Equipment — 6.6%

                               

ASML Holding NV, Registered Shares

                    334,897       203,657,564  

Intel Corp.

                    2,911,300       87,542,791  

NVIDIA Corp.

                    2,119,876       358,746,615  

Total Semiconductors & Semiconductor Equipment

                            649,946,970  

Software — 18.3%

                               

Adobe Inc.

                    458,976       158,314,591  * 

Atlassian Corp. Ltd., Class A Shares

                    803,513       105,702,135  * 

Microsoft Corp.

                    2,774,962       708,003,805  

Palo Alto Networks Inc.

                    1,699,234       288,699,856  * 

Salesforce Inc.

                    1,641,991       263,129,058  * 

Splunk Inc.

                    1,521,903       118,221,425  * 

Unity Software Inc.

                    1,092,500       43,164,675  * 

Workday Inc., Class A Shares

                    778,880       130,773,952  * 

Total Software

                            1,816,009,497  

Technology Hardware, Storage & Peripherals — 4.6%

                               

Apple Inc.

                    3,081,277       456,121,435  

Total Information Technology

                            3,699,363,918  
Materials — 1.6%                                

Chemicals — 1.6%

                               

Sherwin-Williams Co.

                    643,500       160,347,330  

 

See Notes to Financial Statements.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

13


Schedule of investments (cont’d)

November 30, 2022

 

ClearBridge Large Cap Growth Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  
Real Estate — 1.8%                                

Equity Real Estate Investment Trusts (REITs) — 1.8%

                               

Equinix Inc.

                    260,258     $ 179,747,188  

Total Investments before Short-Term Investments (Cost — $6,188,879,057)

 

    9,611,806,703  
     Rate                       
Short-Term Investments — 0.3%                                

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

    3.569             22,898,423       22,898,423  (a) 

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

    3.636             5,724,606       5,724,606  (a)(b) 

Total Short-Term Investments (Cost — $28,623,029)

                            28,623,029  

Total Investments — 97.3% (Cost — $6,217,502,086)

                            9,640,429,732  

Other Assets in Excess of Liabilities — 2.7%

                            265,995,508  

Total Net Assets — 100.0%

                          $ 9,906,425,240  

 

*

Non-income producing security.

 

(a) 

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

 

(b) 

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At November 30, 2022, the total market value of investments in Affiliated Companies was $5,724,606 and the cost was $5,724,606 (Note 8).

Abbreviation(s) used in this schedule:

ADR — American Depositary Receipts

 

See Notes to Financial Statements.

 

 

14

   ClearBridge Large Cap Growth Fund 2022 Annual Report


Statement of assets and liabilities

November 30, 2022

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $6,211,777,480)

   $ 9,634,705,126  

Investments in affiliated securities, at value (Cost — $5,724,606)

     5,724,606  

Receivable for securities sold

     333,977,634  

Dividends receivable from unaffiliated investments

     12,613,383  

Receivable for Fund shares sold

     4,443,427  

Dividends receivable from affiliated investments

     22,154  

Prepaid expenses

     205,760  

Total Assets

     9,991,692,090  
Liabilities:         

Payable for Fund shares repurchased

     45,154,423  

Payable for securities purchased

     31,489,195  

Investment management fee payable

     5,029,039  

Service and/or distribution fees payable

     735,155  

Trustees’ fees payable

     134,542  

Accrued expenses

     2,724,496  

Total Liabilities

     85,266,850  
Total Net Assets    $ 9,906,425,240  
Net Assets:         

Par value (Note 7)

   $ 1,961  

Paid-in capital in excess of par value

     5,693,671,972  

Total distributable earnings (loss)

     4,212,751,307  
Total Net Assets    $ 9,906,425,240  

 

See Notes to Financial Statements.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

15


Statement of assets and liabilities (cont’d)

November 30, 2022

 

Net Assets:         

Class A

     $2,385,008,012  

Class C

     $253,074,884  

Class R

     $103,095,663  

Class I

     $4,438,001,381  

Class IS

     $2,180,558,271  

Class O

     $546,687,029  
Shares Outstanding:         

Class A

     51,571,622  

Class C

     7,617,376  

Class R

     2,385,519  

Class I

     83,395,698  

Class IS

     40,849,054  

Class O

     10,251,466  
Net Asset Value:         

Class A (and redemption price)

     $46.25  

Class C*

     $33.22  

Class R (and redemption price)

     $43.22  

Class I (and redemption price)

     $53.22  

Class IS (and redemption price)

     $53.38  

Class O (and redemption price)

     $53.33  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 5.50%; 5.75% prior to August 15, 2022)

     $48.94  

 

*

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

 

See Notes to Financial Statements.

 

 

16

   ClearBridge Large Cap Growth Fund 2022 Annual Report


Statement of operations

For the Year Ended November 30, 2022

 

Investment Income:         

Dividends from unaffiliated investments

   $ 90,134,385  

Dividends from affiliated investments

     266,968  

Less: Foreign taxes withheld

     (585,561)  

Total Investment Income

     89,815,792  
Expenses:         

Investment management fee (Note 2)

     82,630,878  

Transfer agent fees (Note 5)

     12,511,111  

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

     11,250,967  

Trustees’ fees

     1,078,457  

Registration fees

     479,391  

Fund accounting fees

     202,162  

Legal fees

     179,912  

Insurance

     93,504  

Custody fees

     90,279  

Shareholder reports

     67,276  

Commitment fees (Note 9)

     58,922  

Audit and tax fees

     39,358  

Interest expense

     2,023  

Miscellaneous expenses

     69,449  

Total Expenses

     108,753,689  

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

     (27,946)  

Net Expenses

     108,725,743  
Net Investment Loss      (18,909,951)  
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1 and 3):         

Net Realized Gain From:

        

Investment transactions in unaffiliated securities

     1,048,715,032  

Foreign currency transactions

     7,344  

Net Realized Gain

     1,048,722,376  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments in unaffiliated securities

     (6,034,892,081)  

Foreign currencies

     4,147  

Change in Net Unrealized Appreciation (Depreciation)

     (6,034,887,934)  
Net Loss on Investments and Foreign Currency Transactions      (4,986,165,558)  
Decrease in Net Assets From Operations    $ (5,005,075,509)  

 

See Notes to Financial Statements.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

17


Statements of changes in net assets

 

For the Years Ended November 30,    2022      2021  
Operations:                  

Net investment loss

   $ (18,909,951)      $ (28,276,153)  

Net realized gain

     1,048,722,376        2,149,655,200  

Change in net unrealized appreciation (depreciation)

     (6,034,887,934)        1,875,021,216  

Increase (Decrease) in Net Assets From Operations

     (5,005,075,509)        3,996,400,263  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (1,919,863,309)        (1,019,011,178)  

Decrease in Net Assets From Distributions to Shareholders

     (1,919,863,309)        (1,019,011,178)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     3,393,218,575        3,658,361,150  

Reinvestment of distributions

     1,528,960,413        781,001,029  

Cost of shares repurchased

     (6,752,895,885)        (6,717,295,794)  

Shares redeemed in-kind (Note 10)

            (302,451,715)  

Decrease in Net Assets From Fund Share Transactions

     (1,830,716,897)        (2,580,385,330)  

Increase (Decrease) in Net Assets

     (8,755,655,715)        397,003,755  
Net Assets:                  

Beginning of year

     18,662,080,955        18,265,077,200  

End of year

   $ 9,906,425,240      $ 18,662,080,955  

 

See Notes to Financial Statements.

 

 

18

   ClearBridge Large Cap Growth Fund 2022 Annual Report


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:  
Class A Shares1   2022     2021     2020     2019     2018  
Net asset value, beginning of year     $72.11       $62.25       $50.13       $44.22       $41.91  
Income (loss) from operations:          

Net investment income (loss)

    (0.18)       (0.24)       (0.09)       0.07       0.01  

Net realized and unrealized gain (loss)

    (17.58)       13.81       14.71       7.40       4.09  

Total income (loss) from operations

    (17.76)       13.57       14.62       7.47       4.10  
Less distributions from:          

Net investment income

                (0.07)       (0.00) 2      (0.00) 2 

Net realized gains

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  

Total distributions

    (8.10)       (3.71)       (2.50)       (1.56)       (1.79)  
Net asset value, end of year     $46.25       $72.11       $62.25       $50.13       $44.22  

Total return3

    (27.74)     23.05     30.62     17.70     10.25
Net assets, end of year (millions)     $2,385       $3,456       $2,968       $2,326       $1,865  
Ratios to average net assets:          

Gross expenses

    1.03     0.99     1.00     1.02     1.04

Net expenses4,5

    1.03       0.99       1.00       1.02       1.04  

Net investment income (loss)

    (0.36)       (0.37)       (0.17)       0.14       0.03  
Portfolio turnover rate     23     16 %6      23 %6      25 %6      20 %7 

 

1 

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

 

2 

Amount represents less than $0.005 per share.

 

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.

 

4 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A shares did not exceed 1.10%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

Excludes securities delivered as a result of a redemption in-kind.

 

7 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

19


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:  
Class C Shares1   2022     2021     2020     2019     2018  
Net asset value, beginning of year     $54.39       $48.18       $39.54       $35.47       $34.19  
Income (loss) from operations:          

Net investment loss

    (0.40)       (0.54)       (0.35)       (0.19)       (0.23)  

Net realized and unrealized gain (loss)

    (12.67)       10.46       11.42       5.82       3.30  

Total income (loss) from operations

    (13.07)       9.92       11.07       5.63       3.07  
Less distributions from:          

Net realized gains

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  

Total distributions

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  
Net asset value, end of year     $33.22       $54.39       $48.18       $39.54       $35.47  

Total return2

    (28.22)     22.15     29.73     16.84     9.51
Net assets, end of year (millions)     $253       $548       $534       $446       $553  
Ratios to average net assets:          

Gross expenses

    1.73     1.71     1.71     1.72     1.73

Net expenses3,4

    1.73       1.71       1.71       1.72       1.73  

Net investment loss

    (1.07)       (1.09)       (0.88)       (0.53)       (0.66)  
Portfolio turnover rate     23     16 %5      23 %5      25 %5      20 %6 

 

1 

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

 

2 

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.

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class C shares did not exceed 1.90%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

Excludes securities delivered as a result of a redemption in-kind.

 

6 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

 

20

   ClearBridge Large Cap Growth Fund 2022 Annual Report


 

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:  
Class R Shares1   2022     2021     2020     2019     2018  
Net asset value, beginning of year     $68.09       $59.17       $47.84       $42.40       $40.37  
Income (loss) from operations:          

Net investment loss

    (0.32)       (0.43)       (0.24)       (0.07)       (0.11)  

Net realized and unrealized gain (loss)

    (16.45)       13.06       14.00       7.07       3.93  

Total income (loss) from operations

    (16.77)       12.63       13.76       7.00       3.82  
Less distributions from:          

Net realized gains

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  

Total distributions

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  
Net asset value, end of year     $43.22       $68.09       $59.17       $47.84       $42.40  

Total return2

    (27.95)     22.64     30.22     17.34     9.93
Net assets, end of year (millions)     $103       $159       $149       $139       $127  
Ratios to average net assets:          

Gross expenses

    1.34     1.31     1.31     1.33     1.35

Net expenses3

    1.34 4      1.31 4      1.31 4      1.33       1.35 4 

Net investment loss

    (0.67)       (0.70)       (0.48)       (0.16)       (0.27)  
Portfolio turnover rate     23     16 %5      23 %5      25 %5      20 %6 

 

1 

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

 

2 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class R shares did not exceed 1.40%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

Excludes securities delivered as a result of a redemption in-kind.

 

6 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

21


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:  
Class I Shares1   2022     2021     2020     2019     2018  
Net asset value, beginning of year     $81.53       $69.78       $55.85       $49.08       $46.30  
Income (loss) from operations:          

Net investment income (loss)

    (0.05)       (0.07)       0.06       0.21       0.16  

Net realized and unrealized gain (loss)

    (20.16)       15.58       16.49       8.25       4.52  

Total income (loss) from operations

    (20.21)       15.51       16.55       8.46       4.68  
Less distributions from:          

Net investment income

          (0.05)       (0.19)       (0.13)       (0.11)  

Net realized gains

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  

Total distributions

    (8.10)       (3.76)       (2.62)       (1.69)       (1.90)  
Net asset value, end of year     $53.22       $81.53       $69.78       $55.85       $49.08  

Total return2

    (27.51)     23.38     31.01     18.03     10.56
Net assets, end of year (millions)     $4,438       $9,878       $10,140       $8,855       $6,376  
Ratios to average net assets:          

Gross expenses

    0.73     0.71     0.72     0.74     0.75

Net expenses3

    0.73 4      0.71 4      0.72 4      0.74       0.75  

Net investment income (loss)

    (0.08)       (0.09)       0.11       0.42       0.33  
Portfolio turnover rate     23     16 %5      23 %5      25 %5      20 %6 

 

1 

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

 

2 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 0.80%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

Excludes securities delivered as a result of a redemption in-kind.

 

6 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

 

22

   ClearBridge Large Cap Growth Fund 2022 Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:  
Class IS Shares1   2022     2021     2020     2019     2018  
Net asset value, beginning of year     $81.69       $69.91       $55.94       $49.16       $46.35  
Income (loss) from operations:          

Net investment income

    0.02       0.00 2      0.12       0.26       0.21  

Net realized and unrealized gain (loss)

    (20.23)       15.61       16.51       8.26       4.53  

Total income (loss) from operations

    (20.21)       15.61       16.63       8.52       4.74  
Less distributions from:          

Net investment income

          (0.12)       (0.23)       (0.18)       (0.14)  

Net realized gains

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  

Total distributions

    (8.10)       (3.83)       (2.66)       (1.74)       (1.93)  
Net asset value, end of year     $53.38       $81.69       $69.91       $55.94       $49.16  

Total return3

    (27.45)     23.50     31.14     18.15     10.69
Net assets, end of year (millions)     $2,181       $3,784       $3,751       $3,171       $2,033  
Ratios to average net assets:          

Gross expenses

    0.63     0.61     0.62     0.63     0.65

Net expenses4

    0.63 5      0.61 5      0.62 5      0.63       0.65  

Net investment income

    0.04       0.01       0.21       0.52       0.44  
Portfolio turnover rate     23     16 %6      23 %6      25 %6      20 %7 

 

1 

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

 

2 

Amount represents less than $0.005 per share.

 

3 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

4 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class IS shares did not exceed 0.70%. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

Excludes securities delivered as a result of a redemption in-kind.

 

7 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

23


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:  
Class O Shares1   2022     2021     2020     2019     2018  
Net asset value, beginning of year     $81.65       $69.88       $55.92       $49.13       $46.34  
Income (loss) from operations:          

Net investment income (loss)

    (0.00) 2      (0.03)       0.09       0.25       0.18  

Net realized and unrealized gain (loss)

    (20.22)       15.60       16.51       8.25       4.52  

Total income (loss) from operations

    (20.22)       15.57       16.60       8.50       4.70  
Less distributions from:          

Net investment income

          (0.09)       (0.21)       (0.15)       (0.12)  

Net realized gains

    (8.10)       (3.71)       (2.43)       (1.56)       (1.79)  

Total distributions

    (8.10)       (3.80)       (2.64)       (1.71)       (1.91)  
Net asset value, end of year     $53.33       $81.65       $69.88       $55.92       $49.13  

Total return3

    (27.47)     23.43     31.07     18.11     10.60
Net assets, end of year (millions)     $547       $837       $724       $598       $546  
Ratios to average net assets:          

Gross expenses

    0.68     0.66     0.67     0.68     0.70

Net expenses4

    0.68 5      0.66 5      0.67 5      0.68       0.70  

Net investment income (loss)

    (0.00) 6      (0.04)       0.16       0.49       0.36  
Portfolio turnover rate     23     16 %7      23 %7      25 %7      20 %8 

 

1 

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

2 

Amount represents less than $0.005 per share.

 

3 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

4 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class O shares did not exceed 0.74%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

5 

Reflects fee waivers and/or expense reimbursements.

6 

Amount represents less than 0.005%.

7 

Excludes securities delivered as a result of a redemption in-kind.

8 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

 

24

   ClearBridge Large Cap Growth Fund 2022 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

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

The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946, Financial Services - Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

Pursuant to policies adopted by the Board of Trustees, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

25


Notes to financial statements (cont’d)

 

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

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

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

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

 

 

26

   ClearBridge Large Cap Growth Fund 2022 Annual Report


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

 

 

Level 1 — unadjusted quoted prices in active markets for identical investments

 

 

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

 

 

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

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

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

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Common Stocks†   $ 9,611,806,703                 $ 9,611,806,703  
Short-Term Investments†     28,623,029                   28,623,029  
Total Investments   $ 9,640,429,732                 $ 9,640,429,732  

 

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

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

27


Notes to financial statements (cont’d)

 

the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

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

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

(d) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(e) REIT distributions. The character of distributions received from Real Estate Investment Trusts (‘‘REITs’’) held by the Fund is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Fund to estimate the character of distributions received from underlying REITs based on historical data provided by the REITs. After each calendar year end, REITs report the actual tax character of these distributions. Differences between the estimated and actual amounts reported by the REITs are reflected in the Fund’s records in the year in which they are reported by the REITs by adjusting related investment cost basis, capital gains and income, as necessary.

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

 

 

28

   ClearBridge Large Cap Growth Fund 2022 Annual Report


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

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

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

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of November 30, 2022, 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.

(j) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:

 

                         Total Distributable                     
Earnings (Loss)
  Paid-in
                    Capital                     
(a)   $    (231,873,441)   $    231,873,441

 

(a) 

Reclassifications are due to a tax net operating loss and distributions paid in connection with the redemption of Fund shares.

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, LLC (“Western Asset”) manages the portion of the Fund’s cash and short-term instruments allocated to it. LMPFA, ClearBridge and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

29


Notes to financial statements (cont’d)

 

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     0.700
Next $1 billion     0.680                              
Next $3 billion     0.650  
Next $5 billion     0.600  
Over $10 billion     0.550  

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 Fund’s cash and short-term instruments allocated to Western Asset. For its services, LMPFA pays ClearBridge a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund. For Western Asset’s services to the Fund, LMPFA pays Western Asset monthly 0.02% of the portion of the Fund’s average daily net assets that are allocated to Western Asset by LMPFA.

As a result of expense limitation arrangements between the Fund and LMPFA, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A, Class C, Class R, Class I, Class IS and Class O shares did not exceed 1.10%, 1.90%, 1.40%, 0.80%, 0.70% and 0.74%, 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, 2024 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the “affiliated money market fund waiver”). The affiliated money market fund waiver is not subject to the recapture provision discussed below.

During the year ended November 30, 2022, fees waived and/or expenses reimbursed amounted to $27,946, which included an affiliated money market fund waiver of $27,915.

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

Franklin Templeton Investor Services, LLC (“Investor Services”) serves as the Fund’s shareholder servicing agent and acts as the Fund’s transfer agent and dividend-paying agent. Investor Services is an indirect, wholly-owned subsidiary of Franklin Resources. Franklin Distributors, LLC (“Franklin Distributors”) serves as the Fund’s sole and exclusive

 

 

30

   ClearBridge Large Cap Growth Fund 2022 Annual Report


distributor. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources.

There is a maximum initial sales charge of 5.50% (5.75% prior to August 15, 2022) for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 1.00% on Class C shares, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by Franklin Distributors, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended November 30, 2022, sales charges retained by and CDSCs paid to Franklin Distributors and its affiliates, if any, were as follows:

 

     Class A        Class C  
Sales charges   $ 828,489           
CDSCs     6,275        $ 7,566  

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

3. Investments

During the year ended November 30, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

 

Purchases   $3,064,261,266  
Sales     6,875,568,700                      

At November 30, 2022, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

     Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation
 
Securities   $ 6,296,860,433     $ 3,888,436,160     $ (544,866,861)     $ 3,343,569,299  

4. Derivative instruments and hedging activities

During the year ended November 30, 2022, 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 C and Class R shares calculated at the annual rate of 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.

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

31


Notes to financial statements (cont’d)

 

For the year ended November 30, 2022, class specific expenses were as follows:

 

     Service and/or
Distribution Fees
       Transfer
Agent Fees
 
Class A   $ 6,873,244 †       $ 4,169,423  
Class C     3,781,179          375,316  
Class R     596,544          248,759  
Class I              7,316,818  
Class IS              92,374  
Class O              308,421  
Total   $ 11,250,967        $ 12,511,111  

 

Amount shown is exclusive of expense reimbursements. For the year ended November 30, 2022, the service and/or distribution fees reimbursed amounted to $31 for Class A shares.

For the year ended November 30, 2022, waivers and/or expense reimbursements by class were as follows:

 

     Waivers/Expense
Reimbursements
 
Class A   $ 5,706  
Class C     777  
Class R     245  
Class I     14,514  
Class IS     5,420  
Class O     1,284  
Total   $ 27,946  

6. Distributions to shareholders by class

 

     Year Ended
November 30, 2022
    Year Ended
November 30, 2021
 
Net Investment Income:                
Class A            
Class C            
Class R            
Class I         $ 7,250,807  
Class IS           6,353,701  
Class O           895,528  
Total         $ 14,500,036  

 

 

32

   ClearBridge Large Cap Growth Fund 2022 Annual Report


     Year Ended
November 30, 2022
    Year Ended
November 30, 2021
 
Net Realized Gains:                
Class A   $ 386,839,889     $ 175,606,319  
Class C     80,710,673       40,821,741  
Class R     18,657,116       9,329,210  
Class I     977,130,774       539,812,975  
Class IS     373,695,151       200,704,475  
Class O     82,829,706       38,236,422  
Total   $ 1,919,863,309     $ 1,004,511,142  

7. Shares of beneficial interest

At November 30, 2022, 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:

 

    Year Ended
November 30, 2022
    Year Ended
November 30, 2021
 
     Shares     Amount     Shares     Amount  
Class A                                
Shares sold     12,337,076     $ 677,091,185       9,253,072     $ 594,604,481  
Shares issued on reinvestment     5,293,984       341,303,125       2,597,930       154,758,681  
Shares repurchased     (13,982,349)       (715,565,284)       (11,597,156)       (753,183,974)  
Net increase (decrease)     3,648,711     $ 302,829,026       253,846     $ (3,820,812)  
Class C                                
Shares sold     735,784     $ 29,965,212       960,295     $ 46,447,258  
Shares issued on reinvestment     1,467,923       68,434,589       759,357       34,353,296  
Shares repurchased     (4,655,430)       (167,238,358)       (2,744,417)       (134,617,701)  
Net decrease     (2,451,723)     $ (68,838,557)       (1,024,765)     $ (53,817,147)  
Class R                                
Shares sold     344,490     $ 16,466,346       336,109     $ 20,125,135  
Shares issued on reinvestment     305,579       18,463,115       162,560       9,171,637  
Shares repurchased     (605,071)       (29,922,482)       (672,269)       (40,541,137)  
Net increase (decrease)     44,998     $ 5,006,979       (173,600)     $ (11,244,365)  
Class I                                
Shares sold     29,359,790     $ 1,781,367,155       28,953,683     $ 2,086,602,928  
Shares issued on reinvestment     9,513,474       703,711,656       5,439,962       365,456,641  
Shares repurchased     (76,632,098)       (4,298,056,733)       (58,547,660)       (4,373,548,621)  
Net decrease     (37,758,834)     $ (1,812,977,922)       (24,154,015)     $ (1,921,489,052)  

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

33


Notes to financial statements (cont’d)

 

    Year Ended
November 30, 2022
    Year Ended
November 30, 2021
 
     Shares     Amount     Shares     Amount  
Class IS                                
Shares sold     15,157,967     $ 883,879,730       12,534,002     $ 905,651,765  
Shares issued on reinvestment     4,444,124       329,487,323       2,753,809       185,193,673  
Shares repurchased     (25,077,635)       (1,482,548,070)       (18,624,842)       (1,368,144,084)  
Shares redeemed in-kind                 (3,996,368)       (302,451,715)  
Net decrease     (5,475,544)     $ (269,181,017)       (7,333,399)     $ (579,750,361)  
Class O                                
Shares sold     68,946     $ 4,448,947       67,813     $ 4,929,583  
Shares issued on reinvestment     911,872       67,560,605       476,905       32,067,101  
Shares repurchased     (976,391)       (59,564,958)       (651,870)       (47,260,277)  
Net increase (decrease)     4,427     $ 12,444,594       (107,152)     $ (10,263,593)  

8. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended November 30, 2022. The following transactions were effected in such company for the year ended November 30, 2022.

 

    

Affiliate

Value at
November 30,

2021

                               
  Purchased           Sold  
  Cost     Shares            Proceeds     Shares  
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares   $ 64,579,255     $ 764,033,237       764,033,237             $ 822,887,886       822,887,886  

 

(cont’d)   Realized
Gain (Loss)
    Dividend
Income
           Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
    Affiliate
Value at
November 30,
2022
 
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares         $ 266,968                   $ 5,724,606  

9. Redemption facility

On February 4, 2022, the Fund, together with other U.S. registered and foreign investment funds (collectively, the “Borrowers”) managed by Franklin Resources or its affiliates, became a borrower in a joint syndicated senior unsecured credit facility totaling $2.675 billion (the “Global Credit Facility”). The Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet

 

 

34

   ClearBridge Large Cap Growth Fund 2022 Annual Report


future unanticipated or unusually large redemption requests. Unless renewed, the Global Credit Facility will terminate on February 3, 2023.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in the Statement of Operations. The Fund did not utilize the Global Credit Facility during the year ended November 30, 2022.

10. Redemptions in-kind

The Fund may make payment for Fund shares redeemed wholly or in part by distributing portfolio securities to shareholders. For the year ended November 30, 2022, the Fund had no redemptions in-kind. For the year ended November 30, 2021, the Fund had redemptions in-kind with total proceeds in the amount of $302,451,715. The net realized gain on these redemptions in-kind amounted to $194,041,203, which was not realized for tax purposes.

11. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended November 30, was as follows:

 

     2022        2021  
Distributions paid from:                   
Ordinary income   $ 115,986,855        $ 106,879,272  
Net long-term capital gains     1,803,876,454          912,131,906  
Total distributions paid   $ 1,919,863,309        $ 1,019,011,178  

As of November 30, 2022, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed long-term capital gains — net   $         869,187,574  
Other book/tax temporary differences(a)     (9,713)  
Unrealized appreciation (depreciation)(b)     3,343,573,446  
Total distributable earnings (loss) — net     $    4,212,751,307  

 

(a) 

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

 

(b) 

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

12. Recent accounting pronouncements

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in the ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore,

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

35


Notes to financial statements (cont’d)

 

should not be considered in measuring fair value. The ASU is effective for interim and annual reporting periods beginning after December 15, 2023, with the option of early adoption. Management is currently evaluating the impact, if any, of applying this ASU.

***

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021 and 2023. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

13. Other matters

The outbreak of the respiratory illness COVID-19 (commonly referred to as “coronavirus”) has continued to rapidly spread around the world, causing considerable uncertainty for the global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

***

On February 24, 2022, Russia engaged in military actions in the sovereign territory of Ukraine. The current political and financial uncertainty surrounding Russia and Ukraine may increase market volatility and the economic risk of investing in securities in these countries and may also cause uncertainty for the global economy and broader financial markets. The ultimate fallout and long-term impact from these events are not known. The Fund will continue to assess the impact on valuations and liquidity and will take any potential actions needed in accordance with procedures approved by the Board of Trustees.

 

 

36

   ClearBridge Large Cap Growth Fund 2022 Annual Report


Report of independent registered public accounting firm

To the Board of Trustees of Legg Mason Partners Investment Trust and Shareholders of ClearBridge Large Cap Growth Fund.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of ClearBridge Large Cap Growth Fund (one of the funds constituting Legg Mason Partners Investment Trust, referred to hereafter as the “Fund”) as of November 30, 2022, the related statement of operations for the year ended November 30, 2022, the statement of changes in net assets for each of the two years in the period ended November 30, 2022, including the related notes, and the financial highlights for each of the five years in the period ended November 30, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2022 and the financial highlights for each of the five years in the period ended November 30, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022 by correspondence with the custodian and broker. We believe that our audits provide a reasonable basis for our opinion.

 

/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
January 17, 2023

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

 

ClearBridge Large Cap Growth Fund 2022 Annual Report  

 

37


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of ClearBridge Large Cap Growth Fund (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Franklin Templeton, 100 International Drive, 11th Floor, Baltimore, Maryland 21202.

Information pertaining to the Trustees and officers of the Fund is set forth below. The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Fund at 877-6LM-FUND/656-3863.

 

  Independent Trustees†
Paul R. Ades  
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Paul R. Ades, PLLC (law firm) (since 2000)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   None
Andrew L. Breech  
Year of birth   1952
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   None
Althea L. Duersten  
Year of birth   1951
Position(s) with Trust   Trustee and Chair of the Board
Term of office1 and length of time served2   Since 2014 (Chair of the Board since 2021)
Principal occupation(s) during the past five years   Retired (since 2011); formerly, Chief Investment Officer, North America, JPMorgan Chase (investment bank) and member of JPMorgan Executive Committee (2007 to 2011)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   Formerly, Non-Executive Director, Rokos Capital Management LLP (2019 to 2020)

 

 

38

   ClearBridge Large Cap Growth Fund


 

 

  Independent Trustees† (cont’d)
Stephen R. Gross  
Year of birth   1947
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1986
Principal occupation(s) during the past five years   Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1979 to 2011); Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Partners, LLC (since 2014); CEO, Trusted CFO Solutions, LLC (since 2011)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   None
Susan M. Heilbron  
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); General Counsel and Executive Vice President, The Trump Organization (1986 to 1990); Senior Vice President, New York State Urban Development Corporation (1984 to 1986); Associate, Cravath, Swaine & Moore LLP (1980 to 1984 and 1977 to 1979)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   None
Arnold L. Lehman  
Year of birth   1944
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1982
Principal occupation(s) during the past five years   Senior Advisor, Phillips (auction house) (since 2015); formerly, Fellow, Ford Foundation (2015 to 2016); Director of the Brooklyn Museum (1997 to 2015)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   Trustee of American Federation of Arts (since 2002)

 

ClearBridge Large Cap Growth Fund  

 

39


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

  Independent Trustees† (cont’d)
Robin J. W. Masters  
Year of birth   1955
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired; formerly, Chief Investment Officer of ACE Limited (insurance) (1986 to 2000)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   Director of HSBC Managed Portfolios Limited and HSBC Specialist Funds Limited (since 2020); formerly, Director of Cheyne Capital International Limited (investment advisory firm) (2005 to 2020); Director/ Trustee of Legg Mason Institutional Funds plc, Western Asset Fixed Income Funds plc and Western Asset Debt Securities Fund plc. (2007 to 2011)
Ken Miller  
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Retired; formerly, President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (1963 to 2012)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   None
G. Peter O’Brien  
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1999
Principal occupation(s) during the past five years   Retired, Trustee Emeritus of Colgate University (since 2005); Board Member, Hill House, Inc. (residential home care) (since 1999); formerly, Board Member, Bridges School (pre-school) (2006 to 2017); Managing Director, Equity Capital Markets Group of Merrill Lynch & Co. (1971 to 1999)
Number of funds in fund complex overseen by Trustee   Trustee of Legg Mason funds consisting of 57 portfolios; Director/Trustee of the Royce Family of Funds consisting of 16 portfolios
Other board memberships held by Trustee during the past five years   Formerly, Director of TICC Capital Corp. (2003 to 2017)

 

 

40

   ClearBridge Large Cap Growth Fund


 

 

  Independent Trustees† (cont’d)    
Thomas F. Schlafly  
Year of birth   1948
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Chairman, The Saint Louis Brewery, LLC (brewery) (since 2012); formerly, President, The Saint Louis Brewery, Inc. (1989 to 2012); Senior Counsel (since 2017) and formerly, Partner (2009 to 2016), Thompson Coburn LLP (law firm)
Number of funds in fund complex overseen by Trustee   57
Other board memberships held by Trustee during the past five years   Director, CNB St. Louis Bank (since 2020); formerly, Director, Citizens National Bank of Greater St. Louis (2006 to 2020)
 
  Interested Trustee and Officer    
Jane Trust, CFA3  
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 128 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee   128
Other board memberships held by Trustee during the past five years   None
 
  Additional Officers    

Ted P. Becker

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

 
Year of birth   1951
Position(s) with Trust   Chief Compliance Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason, Inc. (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020)

 

ClearBridge Large Cap Growth Fund  

 

41


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

  Additional Officers (cont’d)     

Susan Kerr

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

  
Year of birth    1949
Position(s) with Trust    Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2    Since 2013
Principal occupation(s) during the past five years    Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of Franklin Distributors, LLC; formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020)

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place, 6th Floor, Stamford, CT 06902

  
Year of birth    1971
Position(s) with Trust    Secretary and Chief Legal Officer
Term of office1 and length of time served2    Since 2020
Principal occupation(s) during the past five years    Associate General Counsel of Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020)

Thomas C. Mandia

Franklin Templeton

100 First Stamford Place, 6th Floor, Stamford, CT 06902

  
Year of birth    1962
Position(s) with Trust    Senior Vice President
Term of office1 and length of time served2    Since 2020
Principal occupation(s) during the past five years    Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)

 

 

42

   ClearBridge Large Cap Growth Fund


 

 

  Additional Officers (cont’d)    

Christopher Berarducci

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

 
Year of birth   1974
Position(s) with Trust   Treasurer and Principal Financial Officer
Term of office1 and length of time served2   Since 2014 and 2019
Principal occupation(s) during the past five years   Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.

Jeanne M. Kelly

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

 
Year of birth   1951
Position(s) with Trust   Senior Vice President
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

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

 

1 

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

 

2 

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

 

3 

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

 

ClearBridge Large Cap Growth Fund  

 

43


Important tax information (unaudited)

 

By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.

The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.

The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended November 30, 2022:

 

        Pursuant to:        Amount Reported  
Long-Term Capital Gain Dividends Distributed        §852(b)(3)(C)          $1,803,876,454  
Income Eligible for Dividends Received Deduction (DRD)        §854(b)(1)(A)          $74,817,441  
Qualified Dividend Income Earned (QDI)        §854(b)(1)(B)          $84,302,728  
Short-Term Capital Gain Dividends Distributed        §871(k)(2)(C)          $115,986,855  
Qualified Business Income Dividends Earned        §199A          $3,763,189  

 

 

44

   ClearBridge Large Cap Growth Fund


ClearBridge

Large Cap Growth Fund

 

Trustees

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Chair

Stephen R. Gross

Susan M. Heilbron

Arnold L. Lehman

Robin J. W. Masters

Ken Miller

G. Peter O’Brien

Thomas F. Schlafly

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

ClearBridge Investments, LLC

Distributor

Franklin Distributors, LLC

Custodian

The Bank of New York Mellon

 

Transfer agent#

Franklin Templeton Investor

Services, LLC

3344 Quality Drive

Rancho Cordova, CA 95670-7313

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

#

Effective February 22, 2022, Franklin Templeton Investor Services, LLC replaced BNY Mellon Investment Servicing (US) Inc. as Transfer Agent.

 

ClearBridge Large Cap Growth Fund

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

ClearBridge Large Cap Growth Fund

Legg Mason Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

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

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 877-6LM-FUND/656-3863, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of ClearBridge Large 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.franklintempleton.com

© 2023 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.


Legg Mason Funds Privacy and Security Notice

 

Your Privacy Is Our Priority

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

Information We Collect

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

Disclosure Policy

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

We will only share non-public personal information with outside parties in the limited circumstances permitted by law. For example, this includes situations where we need to share information with companies who work on our behalf to service or maintain your account or process transactions you requested, when the disclosure is to companies assisting us with our own marketing efforts, when the disclosure is to a party representing you, or when required by law (for example, in response to legal process). Additionally, we will ensure that any outside

 

NOT PART OF THE ANNUAL REPORT


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

 

companies working on our behalf, or with whom we have joint marketing agreements, are under contractual obligations to protect the confidentiality of your information, and to use it only to provide the services we asked them to perform.

Confidentiality and Security

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

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

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

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

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

Franklin Mutual Advisers, LLC

Franklin, Templeton and Mutual Series Funds

Franklin Templeton Institutional, LLC

Franklin Templeton Investments Corp., Canada

Franklin Templeton Investments Management, Limited UK

Franklin Templeton Portfolio Advisors, Inc.

Legg Mason Funds serviced by Franklin Templeton Investor Services, LLC

Templeton Asset Management, Limited

Templeton Global Advisors, Limited

Templeton Investment Counsel, LLC

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

 

NOT PART OF THE ANNUAL REPORT


www.franklintempleton.com

© 2023 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.

FD1380 1/23 SR22-4577


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending November 30, 2021 and November 30, 2022 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $68,121 in November 30, 2021 and $68,121 in November 30, 2022.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in November 30, 2021 and $0 in November 30, 2022.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $20,000 in November 30, 2021 and $20,000 in November 30, 2022. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

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

d) All Other Fees.

The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) for the Item 4 for the Legg Mason Partners Investment Trust., were $0 in November 30, 2021 and $0 in November 30, 2022.

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

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

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an


“Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

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

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

(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Investment Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Partners Investment Trust during the reporting period were $1,558,348 in November 30, 2021 and $785,604 in November 30, 2022.

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

(i) Not applicable.

(j) Not applicable.


ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a)

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

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Arnold L. Lehman

Robin J. W. Masters

Jerome H. Miller

Ken Miller

G. Peter O’Brien

Thomas F. Schlafly

 

  b)

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.    

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

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


  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.

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

Not applicable.

 

ITEM 13.

EXHIBITS.

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

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

 

Legg Mason Partners Investment Trust
By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   January 23, 2023

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:   January 23, 2023
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   January 23, 2023