N-CSRS 1 dncsrs.htm LMP EQUITY TRUST--LMP CLASSIC VALUES FUND LMP Equity Trust--LMP Classic Values Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

 

Investment Company Act file number

   811-06444

 

 

 

 

 

 

 

Legg Mason Partners Equity Trust

(Exact name of registrant as specified in charter)

 

55 Water Street, New York, NY   10041
(Address of principal executive offices)   (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

300 First Stamford Place, 4th Floor

Stamford, CT 06902

(Name and address of agent for service)

 

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

 

Date of fiscal year end: November 30

 

Date of reporting period: May 31, 2008


ITEM 1. REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


LOGO

SEMI-ANNUAL REPORT / MAY 31, 2008

Legg Mason Partners

Classic Values Fund

 

Managed by  

OLSTEIN CAPITAL MANAGEMENT

 

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

 


Fund objective

The Fund seeks long-term capital appreciation as its primary objective. Current income is a secondary objective.

 

What’s inside

 

Letter from the chairman   I
Special shareholder notice   1
Fund at a glance   2
Fund expenses   3
Schedule of investments   5
Statement of assets and liabilities   9
Statement of operations   10
Statements of changes in net assets   11
Financial highlights   12
Notes to financial statements   15

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Olstein Capital Management, L.P. is the Fund’s subadviser. LMPFA is a wholly-owned subsidiary of Legg Mason, Inc.


Letter from the chairman

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

Dear Shareholder,

The U.S. economy was lackluster at best during the six-month reporting period ended May 31, 2008. Third quarter 2007 U.S. gross domestic product (“GDP”)i growth was 4.9%, its strongest showing in four years. However, continued weakness in the housing market, an ongoing credit crunch and soaring oil and food prices then took their toll on the economy. During the fourth quarter of 2007, GDP growth was 0.6%. The U.S. Commerce Department then reported that first quarter 2008 GDP growth was a modest 1.0%. While it was once debated whether or not the U.S. would fall into a recession, it is now looking more likely that the U.S. could experience a mild recession. Even areas of the economy that had once been fairly resilient have begun to falter, including the job market. The U.S. Department of Labor reported that payroll employment declined in each of the first five months of 2008 and the unemployment rate rose to 5.5% in May, its highest level since October 2004.

Ongoing issues related to the housing and subprime mortgage markets and an abrupt tightening in the credit markets prompted the Federal Reserve Board (“Fed”)ii to take aggressive and, in some cases, unprecedented actions during the reporting period. At its meeting in September 2007, the Fed reduced the federal funds rateiii from 5.25% to 4.75%. This marked the first reduction in the federal funds rate since June 2003. The Fed reduced the federal funds rate an additional 25 basis points in October 2007. Then, over the course of the reporting period, the Fed lowered rates on five more occasions, bringing the federal funds rate to 2.00% as of May 31, 2008. In its statement accompanying the April rate cut, the Fed stated: “Recent information indicates that economic activity remains weak. Household and business spending has been subdued and labor markets have softened further. Financial markets remain under considerable stress, and tight credit conditions and the deepening housing contraction are likely to weigh on economic growth over the next few quarters.”

In addition to lowering short-term interest rates, the Fed took several actions to improve liquidity in the credit markets. In March 2008, the Fed established a new lending program allowing certain brokerage firms, known as primary dealers, to also borrow from its discount window. The Fed also

 

Legg Mason Partners Classic Values Fund   I


Letter from the chairman continued

 

increased the maximum term for discount window loans from 30 to 90 days. Then, in mid-March, the Fed played a major role in facilitating the purchase of Bear Stearns by JPMorgan Chase.

The U.S. stock market was not for the faint of heart during the reporting period. Stock prices fell during the first four months of the period due, in part, to the severe credit crunch, weakening corporate profits, rising inflation and fears of an impending recession. The market then reversed course and posted positive returns in April and May 2008. The market’s rebound was largely attributed to hopes that the U.S. might skirt a recession and that corporate profits would rebound as the year progressed. All told, the S&P 500 Indexiv returned -4.47% over the six-month reporting period ended May 31, 2008.

Looking at the U.S. stock market more closely, mid-cap stocks outperformed their large- and small-cap counterparts, as the Russell Midcapv, Russell 1000vi and Russell 2000vii Indexes returned 0.14%, -3.78% and -1.87%, respectively, during the six-month reporting period. From an investment style perspective, growth stocks outperformed value stocks on a relative basis, with the Russell 3000 Growthviii and Russell 3000 Valueix Indexes returning -2.37% and -5.02%, respectively.

Performance review

For the six months ended May 31, 2008, Class A shares of Legg Mason Partners Classic Values Fund, excluding sales charges, returned -8.69%. The Fund’s unmanaged benchmark, the S&P 500 Index, returned -4.47% over the same time frame. The Lipper Multi-Cap Value Funds Category Average1 returned -4.88% for the same period.

 

1

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended May 31, 2008, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 450 funds in the Fund’s Lipper category, and excluding sales charges.

 

II   Legg Mason Partners Classic Values Fund


 

PERFORMANCE SNAPSHOT as of May 31, 2008 (excluding sales charges) (unaudited)
     6 MONTHS
Classic Values Fund — Class A Shares   -8.69%
S&P 500 Index   -4.47%
Lipper Multi-Cap Value Funds Category Average1   -4.88%

 

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

 

Excluding sales charges, Class B shares returned -9.01% and Class C shares returned -8.99% over the six months ended May 31, 2008. All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions.

 

TOTAL ANNUAL OPERATING EXPENSES (unaudited)
As of the Fund’s most current prospectus dated March 28, 2008, the gross total operating expenses for Class A, Class B and Class C shares were 1.47%, 2.25% and 2.22%, respectively.

Information about your fund

As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. Affiliates of the Fund’s manager have, in recent years, received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund is not in a position to predict the outcome of these requests and investigations.

Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.

Sincerely,

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

June 27, 2008

 

1

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended May 31, 2008, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 450 funds in the Fund’s Lipper category, and excluding sales charges.

 

Legg Mason Partners Classic Values Fund   III


Letter from the chairman continued

 

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

RISKS: Investments in small- and medium-capitalization companies may involve a higher degree of risk and volatility than investments in larger, more established companies. This Fund may invest in foreign stocks, which are subject to certain risks of overseas investing not associated with domestic investing, such as currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. The Fund may engage in short sales. Losses from short sales may be unlimited. Please see the Fund’s prospectus for more information on these and other risks.

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

 

i

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

 

ii

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

 

iii

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

 

iv

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

 

v

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

 

vi

The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market.

 

vii

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

 

viii

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

 

ix

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

 

IV   Legg Mason Partners Classic Values Fund


Special shareholder notice

 

The Board and the shareholders of Legg Mason Partners Classic Values Fund (the “Fund”) approved a reorganization pursuant to which the Fund’s assets would be acquired, and its liabilities would be assumed, by Legg Mason Partners Capital Fund (the “Acquiring Fund”) in exchange for shares of the Acquiring Fund. The Fund was terminated, and shares of the Acquiring Fund were distributed to Fund shareholders at close of business on July 18, 2008.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   1


Fund at a glance (unaudited)

 

INVESTMENT BREAKDOWN (%) As a percent of total investments — May 31, 2008

LOGO

 

2   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


Fund expenses (unaudited)

 

Example

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

This example is based on an investment of $1,000 invested on December 1, 2007 and held for the six months ended May 31, 2008.

Actual expenses

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

 

BASED ON ACTUAL TOTAL RETURN1              
     ACTUAL TOTAL
RETURN
WITHOUT
SALES
CHARGES2
    BEGINNING
ACCOUNT
VALUE
  ENDING
ACCOUNT
VALUE
  ANNUALIZED
EXPENSE
RATIO3
    EXPENSES
PAID DURING
THE PERIOD4
Class A   (8.69 )%   $ 1,000.00   $ 913.10   1.51 %   $ 7.22
Class B   (9.01 )     1,000.00     909.90   2.30       10.98
Class C   (8.99 )     1,000.00     910.10   2.25       10.74

 

1

For the six months ended May 31, 2008.

 

2

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

 

3

The expense ratios do not include the non-recurring restructuring and/or reorganization fees.

 

4

Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   3


Fund expenses (unaudited) continued

 

Hypothetical example for comparison purposes

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

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

 

BASED ON HYPOTHETICAL TOTAL RETURN1              
     HYPOTHETICAL
ANNUALIZED
TOTAL
RETURN
    BEGINNING
ACCOUNT
VALUE
  ENDING
ACCOUNT
VALUE
  ANNUALIZED
EXPENSE
RATIO2
    EXPENSES
PAID DURING
THE PERIOD3
Class A   5.00 %   $ 1,000.00   $ 1,017.45   1.51 %   $ 7.62
Class B   5.00       1,000.00     1,013.50   2.30       11.58
Class C   5.00       1,000.00     1,013.75   2.25       11.33

 

1

For the six months ended May 31, 2008.

 

2

The expense ratios do not include the non-recurring restructuring and/or reorganization fees.

 

3

Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366.

 

4   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


Schedule of investments (unaudited)

May 31, 2008

 

LEGG MASON PARTNERS CLASSIC VALUES FUND     
SHARES    SECURITY    VALUE
     
COMMON STOCKS — 96.1%       
CONSUMER DISCRETIONARY — 28.0%       
     Automobiles — 1.7%       
40,800    Harley-Davidson Inc.    $ 1,696,056
     Hotels, Restaurants & Leisure — 10.7%       
94,863    Boyd Gaming Corp.      1,513,065
35,600    Burger King Holdings Inc.      1,016,380
68,700    Cheesecake Factory Inc.*      1,376,061
766,200    Denny’s Corp.*      3,110,772
50,100    Jack in the Box Inc.*      1,230,957
69,600    Live Nation Inc.*      1,054,440
18,250    McDonald’s Corp.      1,082,590
    

Total Hotels, Restaurants & Leisure

     10,384,265
     Household Durables — 1.0%       
87,000    Tempur-Pedic International Inc.      934,380
     Media — 1.6%       
45,700    Walt Disney Co.      1,535,520
     Multiline Retail — 3.5%       
40,400    J.C. Penney Co. Inc.      1,625,696
76,100    Macy’s Inc.      1,801,287
    

Total Multiline Retail

     3,426,983
     Specialty Retail — 7.7%       
128,100    Collective Brands Inc.*      1,451,373
62,100    Home Depot Inc.      1,699,056
67,200    Lowe’s Cos. Inc.      1,612,800
131,000    RadioShack Corp.      1,919,150
23,600    TJX Cos. Inc.      756,616
    

Total Specialty Retail

     7,438,995
     Textiles, Apparel & Luxury Goods — 1.8%       
114,900    Carter’s Inc.*      1,712,010
     TOTAL CONSUMER DISCRETIONARY      27,128,209
ENERGY — 2.1%       
     Oil, Gas & Consumable Fuels — 2.1%       
39,600    Valero Energy Corp.      2,013,264
FINANCIALS — 22.1%       
     Capital Markets — 11.7%       
110,399    Blackstone Group LP      2,149,468
45,100    Charles Schwab Corp.      1,000,318
11,500    Goldman Sachs Group Inc.      2,028,715
35,400    Janus Capital Group Inc.      1,026,600
34,000    Merrill Lynch & Co. Inc.      1,493,280

 

See Notes to Financial Statements.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   5


Schedule of investments (unaudited) continued

May 31, 2008

 

LEGG MASON PARTNERS CLASSIC VALUES FUND     
SHARES    SECURITY    VALUE
     
     Capital Markets — 11.7% continued       
56,900    Morgan Stanley    $ 2,516,687
30,600    Waddell & Reed Financial Inc., Class A Shares      1,082,016
    

Total Capital Markets

     11,297,084
     Consumer Finance — 2.0%       
42,000    American Express Co.      1,946,700
     Diversified Financial Services — 5.7%       
167,400    Citigroup Inc.      3,664,386
29,400    NYSE Euronext      1,879,248
    

Total Diversified Financial Services

     5,543,634
     Insurance — 2.7%       
21,400    MetLife Inc.      1,284,642
50,800    W.R. Berkley Corp.      1,376,172
    

Total Insurance

     2,660,814
     TOTAL FINANCIALS      21,448,232
HEALTH CARE — 10.1%       
     Health Care Equipment & Supplies — 5.9%       
140,683    Boston Scientific Corp.*      1,869,677
42,425    Covidien Ltd.      2,125,068
18,500    Kinetic Concepts Inc.*      803,455
12,500    Zimmer Holdings Inc.*      910,000
    

Total Health Care Equipment & Supplies

     5,708,200
     Health Care Providers & Services — 1.6%       
30,700    Quest Diagnostics Inc.      1,547,587
     Pharmaceuticals — 2.6%       
25,200    Johnson & Johnson      1,681,848
39,700    Schering-Plough Corp.      809,880
    

Total Pharmaceuticals

     2,491,728
     TOTAL HEALTH CARE      9,747,515
INDUSTRIALS — 15.7%       
     Commercial Services & Supplies — 5.1%       
33,800    Avery Dennison Corp.      1,743,404
98,000    Korn/Ferry International*      1,646,400
42,300    Pitney Bowes Inc.      1,535,913
    

Total Commercial Services & Supplies

     4,925,717
     Construction & Engineering — 1.6%       
49,700    Quanta Services Inc.*      1,592,388
     Industrial Conglomerates — 8.3%       
16,200    3M Co.      1,256,472
60,100    General Electric Co.      1,846,272

 

See Notes to Financial Statements.

 

6   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS CLASSIC VALUES FUND     
SHARES    SECURITY    VALUE
     
     Industrial Conglomerates — 8.3% continued       
48,600    Teleflex Inc.    $ 2,881,494
45,525    Tyco International Ltd.      2,057,275
    

Total Industrial Conglomerates

     8,041,513
     Machinery — 0.7%       
17,000    Manitowoc Co. Inc.      661,300
     TOTAL INDUSTRIALS      15,220,918
INFORMATION TECHNOLOGY — 17.1%       
     Communications Equipment — 5.1%       
100,400    Cisco Systems Inc.*      2,682,688
18,200    CommScope Inc.*      998,270
132,900    Motorola Inc.      1,239,957
6,675    Nortel Networks Corp.*      55,002
    

Total Communications Equipment

     4,975,917
     Computers & Peripherals — 4.6%       
4,400    Apple Inc.*      830,500
119,800    Dell Inc.*      2,762,588
6,400    International Business Machines Corp.      828,352
    

Total Computers & Peripherals

     4,421,440
     Electronic Equipment & Instruments — 2.3%       
54,725    Tyco Electronics Ltd.      2,195,567
     Office Electronics — 1.7%       
122,900    Xerox Corp.      1,668,982
     Semiconductors & Semiconductor Equipment — 1.7%       
71,100    Intel Corp.      1,648,098
     Software — 1.7%       
59,700    Microsoft Corp.      1,690,704
     TOTAL INFORMATION TECHNOLOGY      16,600,708
MATERIALS — 1.0%       
     Chemicals — 0.2%       
8,200    Zoltek Cos. Inc.*      247,886
     Metals & Mining — 0.8%       
10,400    Century Aluminum Co.*      759,200
     TOTAL MATERIALS      1,007,086
     TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $98,674,301)
     93,165,932

 

See Notes to Financial Statements.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   7


Schedule of investments (unaudited) continued

May 31, 2008

 

LEGG MASON PARTNERS CLASSIC VALUES FUND     
FACE
AMOUNT
   SECURITY    VALUE
     
  SHORT-TERM INVESTMENT — 3.4%       
       Repurchase Agreement — 3.4%       
$ 3,254,000    State Street Bank & Trust Co., dated 5/30/08, 1.670% due 6/2/08; Proceeds at maturity — $3,254,453; (Fully collateralized by U.S. Government Agency Obligation 5.000%, due 8/15/11; Market value — $3,323,256) (Cost — $3,254,000)    $ 3,254,000
       TOTAL INVESTMENTS — 99.5% (Cost — $101,928,301#)      96,419,932
       Other Assets in Excess of Liabilities — 0.5%      520,956
       TOTAL NET ASSETS — 100.0%    $ 96,940,888

 

* Non-income producing security.

 

# Aggregate cost for federal income tax purposes is substantially the same.

 

See Notes to Financial Statements.

 

8   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


Statement of assets and liabilities (unaudited)

May 31, 2008

 

ASSETS:         
Investments, at value (Cost — $101,928,301)    $ 96,419,932  
Cash      722  
Receivable for securities sold      1,040,837  
Dividends and interest receivable      137,940  
Receivable for Fund shares sold      4,855  
Prepaid expenses      29,179  

Total Assets

     97,633,465  
LIABILITIES:         
Payable for securities purchased      177,191  
Payable for Fund shares repurchased      157,286  
Reorganization fees      119,526  
Investment management fee payable      83,763  
Distribution fees payable      60,913  
Trustees’ fees payable      10,590  
Accrued expenses      83,308  

Total Liabilities

     692,577  
TOTAL NET ASSETS    $ 96,940,888  
NET ASSETS:         
Par value (Note 7)    $ 82  
Paid-in capital in excess of par value      108,649,284  
Accumulated net investment loss      (412,539 )
Accumulated net realized loss on investments      (5,787,570 )
Net unrealized depreciation on investments      (5,508,369 )
TOTAL NET ASSETS    $ 96,940,888  
Shares Outstanding:         
Class A      2,898,802  
Class B      2,914,870  
Class C      2,394,661  
Net Asset Value:         
Class A (and redemption price)      $12.23  
Class B1      $11.57  
Class C1      $11.59  
Maximum Public Offering Price Per Share:         
Class A (based on maximum initial sales charge of 5.75%)      $12.98  

 

1

Redemption price per share is NAV of Class B and C shares reduced by a 5.00% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase payment (See Note 3).

 

See Notes to Financial Statements.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   9


Statement of operations (unaudited)

For the Six Months Ended May 31, 2008

 

INVESTMENT INCOME:         
Dividends    $ 807,634  
Interest      52,106  

Total Investment Income

     859,740  
EXPENSES:         
Investment management fee (Note 3)      563,013  
Distribution fees (Notes 3 and 5)      415,436  
Reorganization fees (Note 10)      119,526  
Shareholder reports (Note 5)      40,956  
Transfer agent fees (Note 5)      38,904  
Registration fees      30,332  
Legal fees      16,216  
Audit and tax      15,246  
Trustees’ fees      2,833  
Insurance      1,724  
Custody fees      1,651  
Miscellaneous expenses      4,872  

Total Expenses

     1,250,709  

Less: Fees paid indirectly (Note 1)

     (5 )

Net Expenses

     1,250,704  
NET INVESTMENT LOSS      (390,964 )
REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTES 1 AND 4):         
Net Realized Loss From Investment Transactions      (5,677,587 )
Change in Net Unrealized Appreciation/Depreciation From Investments      (6,738,882 )
Net Loss on Investments      (12,416,469 )
DECREASE IN NET ASSETS FROM OPERATIONS    $ (12,807,433 )

 

See Notes to Financial Statements.

 

10   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


Statements of changes in net assets

 

FOR THE SIX MONTHS ENDED MAY 31, 2008 (unaudited)
AND THE YEAR ENDED NOVEMBER 30, 2007
   2008      2007  
OPERATIONS:              
Net investment loss    $     (390,964 )    $   (1,274,743 )
Net realized gain (loss)    (5,677,587 )    29,193,687  
Change in net unrealized appreciation/depreciation    (6,738,882 )    (25,806,253 )

Increase (Decrease) in Net Assets From Operations

   (12,807,433 )    2,112,691  
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTES 1 AND 6):              
Net realized gains    (27,809,110 )    (14,585,545 )

Decrease in Net Assets From Distributions to Shareholders

   (27,809,110 )    (14,585,545 )
FUND SHARE TRANSACTIONS (NOTE 7):              
Net proceeds from sale of shares    2,798,136      12,076,710  
Reinvestment of distributions    26,024,984      13,730,305  
Cost of shares repurchased    (39,037,878 )    (50,667,110 )

Decrease in Net Assets From Fund Share Transactions

   (10,214,758 )    (24,860,095 )
DECREASE IN NET ASSETS    (50,831,301 )    (37,332,949 )
NET ASSETS:              
Beginning of period    147,772,189      185,105,138  
End of period*    $  96,940,888      $147,772,189  
* Includes accumulated net investment loss of:    $(412,539 )    $(21,575 )

 

See Notes to Financial Statements.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   11


Financial highlights

 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30, UNLESS OTHERWISE NOTED:
 
CLASS A SHARES1   20082     2007     2006     2005     2004     20033  

NET ASSET VALUE, BEGINNING OF PERIOD

  $ 16.51     $ 17.74     $ 17.18     $ 17.07     $ 15.65     $ 11.40  

INCOME (LOSS) FROM OPERATIONS:

                                               

Net investment income (loss)

    (0.01 )     (0.04 )     0.03       (0.03 )     (0.06 )     (0.05 )

Net realized and unrealized gain (loss)

    (1.16 )     0.18       2.16       1.24       1.91       4.30  

Total income (loss) from operations

    (1.17 )     0.14       2.19       1.21       1.85       4.25  

LESS DISTRIBUTIONS FROM:

                                               

Net realized gains

    (3.11 )     (1.37 )     (1.63 )     (1.10 )     (0.43 )      

Total distributions

    (3.11 )     (1.37 )     (1.63 )     (1.10 )     (0.43 )      

NET ASSET VALUE, END OF PERIOD

  $ 12.23     $ 16.51     $ 17.74     $ 17.18     $ 17.07     $ 15.65  

Total return4

    (8.69 )%     0.80 %     14.03 %     7.39 %     12.07 %     37.28 %

NET ASSETS,
END OF PERIOD (000s)

    $35,464       $51,143       $59,012       $63,845       $56,830       $27,028  

RATIOS TO AVERAGE NET ASSETS:

                                               

Gross expenses

    1.73 %5,6     1.47 %6     1.42 %     1.51 %     1.40 %     1.75 %5

Net expenses

    1.73 5,6,7     1.47 6     1.39 8     1.51       1.40 8     1.75 5

Net investment income (loss)

    (0.19 )5     (0.22 )     0.20       (0.21 )     (0.35 )     (0.59 )5

PORTFOLIO TURNOVER RATE

    36 %     92 %     63 %     71 %     65 %     24 %

 

1

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

 

2

For the six months ended May 31, 2008 (unaudited).

 

3

For the period April 14, 2003 (inception date) to November 30, 2003.

 

4

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

 

5

Annualized.

 

6

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would both have been 1.51% and 1.47% for the six months ended May 31, 2008 and the year ended November 30, 2007, respectively (Note 10).

 

7

There was no impact to the expense ratio as a result of fees paid indirectly.

 

8

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

12   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30, UNLESS OTHERWISE NOTED:
 
CLASS B SHARES1   20082     2007     2006     2005     2004     20033  

NET ASSET VALUE, BEGINNING OF PERIOD

  $ 15.83     $ 17.20     $ 16.81     $ 16.86     $ 15.57     $ 11.40  

INCOME (LOSS) FROM OPERATIONS:

                                               

Net investment loss

    (0.06 )     (0.17 )     (0.09 )     (0.16 )     (0.18 )     (0.12 )

Net realized and unrealized gain (loss)

    (1.09 )     0.17       2.11       1.21       1.90       4.29  

Total income (loss) from operations

    (1.15 )     0.00 4     2.02       1.05       1.72       4.17  

LESS DISTRIBUTIONS FROM:

                                               

Net realized gains

    (3.11 )     (1.37 )     (1.63 )     (1.10 )     (0.43 )      

Total distributions

    (3.11 )     (1.37 )     (1.63 )     (1.10 )     (0.43 )      

NET ASSET VALUE, END OF PERIOD

    $11.57       $15.83       $17.20       $16.81       $16.86       $15.57  

Total return5

    (9.01 )%     (0.05 )%     13.25 %     6.48 %     11.28 %     36.58 %

NET ASSETS, END OF PERIOD (000s)

    $33,732       $49,522       $68,130       $78,796       $74,802       $47,626  

RATIOS TO AVERAGE NET ASSETS:

                                               

Gross expenses

    2.51 %6,7     2.26 %7     2.18 %     2.29 %     2.17 %     2.53 %6

Net expenses

    2.51 6,7,8     2.26 7     2.15 9     2.29       2.17 9     2.53 6

Net investment loss

    (0.98 )6     (1.01 )     (0.57 )     (0.99 )     (1.11 )     (1.38 )6

PORTFOLIO TURNOVER RATE

    36 %     92 %     63 %     71 %     65 %     24 %

 

1

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

 

2

For the six months ended May 31, 2008 (unaudited).

 

3

For the period April 14, 2003 (inception date) to November 30, 2003.

 

4

Amount represents less than $0.01 per share.

 

5

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

 

6

Annualized.

 

7

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would both have been 2.30% and 2.25% for the six months ended May 31, 2008 and the year ended November 30, 2007, respectively (Note 10).

 

8

There was no impact to the expense ratio as a result of fees paid indirectly.

 

9

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   13


Financial highlights continued

 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30, UNLESS OTHERWISE NOTED:
 
CLASS C SHARES1   20082     2007     2006     2005     2004     20033  

NET ASSET VALUE, BEGINNING OF PERIOD

  $ 15.85     $ 17.20     $ 16.82     $ 16.86     $ 15.57     $ 11.40  

INCOME (LOSS) FROM OPERATIONS:

                                               

Net investment loss

    (0.06 )     (0.16 )     (0.09 )     (0.16 )     (0.18 )     (0.12 )

Net realized and unrealized gain (loss)

    (1.09 )     0.18       2.10       1.22       1.90       4.29  

Total income (loss)
from operations

    (1.15 )     0.02       2.01       1.06       1.72       4.17  

LESS DISTRIBUTIONS FROM:

                                               

Net realized gains

    (3.11 )     (1.37 )     (1.63 )     (1.10 )     (0.43 )      

Total distributions

    (3.11 )     (1.37 )     (1.63 )     (1.10 )     (0.43 )      

NET ASSET VALUE, END OF PERIOD

  $ 11.59     $ 15.85     $ 17.20     $ 16.82     $ 16.86     $ 15.57  

Total return4

    (8.99 )%     0.07 %     13.18 %     6.54 %     11.28 %     36.58 %

NET ASSETS, END OF PERIOD (000s)

    $27,745       $47,107       $57,963       $68,764       $67,312       $42,351  

RATIOS TO AVERAGE NET ASSETS:

                                               

Gross expenses

    2.46 %5,6     2.23 %6     2.17 %     2.28 %     2.16 %     2.52 %5

Net expenses

    2.46 5,6,7     2.23 6     2.14 8     2.28       2.16 8     2.52 5

Net investment loss

    (0.94 )5     (0.97 )     (0.55 )     (0.98 )     (1.10 )     (1.38 )5

PORTFOLIO TURNOVER RATE

    36 %     92 %     63 %     71 %     65 %     24 %

 

1

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

 

2

For the six months ended May 31, 2008 (unaudited).

 

3

For the period April 14, 2003 (inception date) to November 30, 2003.

 

4

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

 

5

Annualized.

 

6

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would both have been 2.25% and 2.22% for the six months ended May 31, 2008 and the year ended November 30, 2007, respectively (Note 10).

 

7

There was no impact to the expense ratio as a result of fees paid indirectly.

 

8

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

14   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

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

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

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

(b) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

(c) 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.

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

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   15


Notes to financial statements (unaudited) continued

 

(e) Fees paid indirectly. The Fund’s custody fees are reduced according to a fee arrangement, which provides for a reduction based on the level of cash deposited with the custodian by the Fund. The amount is shown as a reduction of expenses on the Statement of Operations.

(f) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of May 31, 2008, no provision for income tax would be 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.

(g) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.

2. Investment valuation

Effective December 1, 2007, the Fund adopted Statement of Financial Accounting Standards No. 157 (“FAS 157”). FAS 157 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.

 

   

Level 1 — quoted prices in active markets for identical investments

 

   

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

 

   

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

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. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are

 

16   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


 

determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.

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

 

     MAY 31, 2008   QUOTED PRICES
(LEVEL 1)
  OTHER SIGNIFICANT
OBSERVABLE INPUTS
(LEVEL 2)
  SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
Investments in securities   $ 96,419,932   $ 93,165,932   $ 3,254,000  
Total   $ 96,419,932   $ 93,165,932   $ 3,254,000  

3. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Olstein Capital Management, L.P. (“Olstein”) is the Fund’s subadviser. LMPFA is a wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”).

Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of the Fund’s average net assets in accordance with the following breakpoint schedule:

 

AVERAGE DAILY NET ASSETS    ANNUAL RATE  
First $1.5 billion    1.00 %
Over $1.5 billion    0.90  

LMPFA pays Olstein an investment subadvisory fee, calculated daily and paid monthly, at an annual rate of the Fund’s average net assets in accordance with the following breakpoint schedule:

 

AVERAGE DAILY NET ASSETS    ANNUAL RATE  
First $1.5 billion    0.50 %
Over $1.5 billion    0.40  

LMPFA provides administrative and certain oversight to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund, except for the management of cash and short-term instruments.

Effective December 1, 2007, Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   17


Notes to financial statements (unaudited) continued

 

sole and exclusive distributor. Prior to December 1, 2007, Citigroup Global Markets Inc. (“CGM”), PFS Investments, Inc. (“PFS”) and LMIS served as distributors of the Fund.

There is a maximum initial sales charge of 5.75% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which applies if redemption occurs within one year from purchase payment. This CDSC declines thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the six months ended May 31, 2008, LMIS and its affiliates received sales charges of approximately $1,000 on sales of the Fund’s Class A shares. In addition, for the six months ended May 31, 2008, CDSCs paid to LMIS and its affiliates were approximately:

 

      CLASS A      CLASS B    CLASS C
CDSCs    $ 0 *    $ 47,000    $ 1,000

 

* Amount represents less than $1,000.

The Fund had adopted an unfunded, non-qualified deferred compensation plan (the “Plan”) which allowed non-interested trustees (“Trustees”) to defer the receipt of all or a portion of the trustees’ fees earned until a later date specified by the Trustees. The deferred balances are reported in the Statement of Operations under Trustees’ fees and are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Fund’s general assets. The Plan was terminated effective January 1, 2007. This change will have no effect on fees previously deferred. As of May 31, 2008, the Fund had accrued $675 as deferred compensation payable.

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

4. Investments

During the six months ended May 31, 2008, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases    $ 39,411,101
Sales      68,809,923

 

 

18   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


 

At May 31, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation    $ 6,350,478  
Gross unrealized depreciation      (11,858,847 )
Net unrealized depreciation    $ (5,508,369 )

5. Class specific expenses

The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service fee with respect to its Class A, B and C shares calculated at the annual rate of 0.25% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class B and C shares calculated at the annual rate of 0.75% of the average daily net assets of each respective class. Distribution fees are accrued daily and paid monthly.

For the six months ended May 31, 2008, class specific expenses were as follows:

 

      DISTRIBUTION
FEES
   TRANSFER AGENT
FEES
   SHAREHOLDER REPORTS
EXPENSES
Class A    $ 49,193    $ 13,417    $ 12,885
Class B      193,569      15,054      17,035
Class C      172,674      10,433      11,036
Total    $ 415,436    $ 38,904    $ 40,956

6. Distributions to shareholders by class

 

      SIX MONTHS ENDED
MAY 31, 2008
   YEAR ENDED
NOVEMBER 30, 2007
Net Realized Gains:      
Class A    $ 9,221,955    $ 4,553,873
Class B      9,574,244      5,421,433
Class C      9,012,911      4,610,239
Total    $ 27,809,110    $ 14,585,545

7. Shares of beneficial interest

At May 31, 2008, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   19


Notes to financial statements (unaudited) continued

 

Transactions in shares of each class were as follows:

 

     SIX MONTHS ENDED
MAY 31, 2008
     YEAR ENDED
NOVEMBER 30, 2007
 
      SHARES      AMOUNT      SHARES      AMOUNT  
Class A            
Shares sold    183,746      $ 2,283,208      516,248      $ 8,865,519  
Shares issued on reinvestment    642,144        8,572,618      260,079        4,299,094  
Shares repurchased    (1,025,116 )      (13,094,785 )    (1,004,113 )      (17,243,029 )
Net decrease    (199,226 )    $ (2,238,959 )    (227,786 )    $ (4,078,416 )
Class B            
Shares sold    13,890      $ 158,534      72,362      $ 1,220,075  
Shares issued on reinvestment    710,111        9,004,210      316,847        5,063,218  
Shares repurchased    (937,078 )      (10,963,763 )    (1,222,896 )      (20,311,596 )
Net decrease    (213,077 )    $ (1,801,019 )    (833,687 )    $ (14,028,303 )
Class C            
Shares sold    29,948      $ 356,394      119,318      $ 1,991,116  
Shares issued on reinvestment    665,733        8,448,156      273,170        4,367,993  
Shares repurchased    (1,273,854 )      (14,979,330 )    (788,659 )      (13,112,485 )
Net decrease    (578,173 )    $ (6,174,780 )    (396,171 )    $ (6,753,376 )

8. Regulatory matters

On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), a wholly-owned subsidiary of Legg Mason and the then investment adviser or manager to the Fund, and CGM, a former distributor of the Fund, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds, including the Fund (the “Affected Funds”).

The SEC order found that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated there under (the “Advisers Act”). Specifically, the order found that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent: that First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also found that SBFM and

 

20   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


 

CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed.

SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Affected Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million held in escrow was distributed to the Affected Funds.

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

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

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

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   21


Notes to financial statements (unaudited) continued

 

9. Legal matters

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

On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to repeal as a derivative claim.

On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against CAM, SBAM and SBFM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended Complaint Defendants”). The Fund was not identified in the Second Amended Complaint. The Second Amended Complaint alleges no claims against any of the funds or any of their Board Members. Under Section 36(b), the Second Amended Complaint alleges similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint.

 

22   Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report


 

On December 3, 2007, the court granted the Defendants’ motion to dismiss, with prejudice. On January 2, 2008, the plaintiffs filed a notice of appeal to the Second Circuit Court of Appeals.

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

*  *  *

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

On September 26, 2007, the United States District Court for the Southern District of New York issued an order dismissing the consolidated complaint, and judgment was later entered. An appeal has been filed and is pending before the U.S. Court of Appeals for the Second Circuit.

10. Special Shareholder Meeting and Reorganization

Shareholder approval of a merger and reorganization pursuant to which the Fund’s assets were acquired, and its liabilities assumed by Legg Mason Partners Capital Fund (the “Acquiring Fund”), in exchange for shares of the Acquiring Fund was obtained at the July 11, 2008 shareholder meeting. The Fund was terminated, and shares of the Acquiring Fund were distributed to Fund shareholders at the close of business on July 18, 2008. Under the reorganization, Fund shareholders received shares of the Acquiring Fund with the same aggregate net asset value as their shares of the Fund.

11. Recent accounting pronouncements

In March 2008, the Financial Accounting Standards Board issued the Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effect on the Fund’s financial position, performance and cash flows. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statements and related disclosures.

 

Legg Mason Partners Classic Values Fund 2008 Semi-Annual Report   23


 

Legg Mason Partners

Classic Values Fund

 

Trustees

 

Paul R. Ades

Andrew L. Breech

Dwight B. Crane

Robert M. Frayn, Jr.

R. Jay Gerken, CFA
Chairman

Frank G. Hubbard

Howard J. Johnson

David E. Maryatt

Jerome H. Miller

Ken Miller

John J. Murphy

Thomas F. Schlafly

Jerry A. Viscione

 

Investment manager

 

Legg Mason Partners Fund
Advisor, LLC

 

Subadviser

 

Olstein Capital Management, L.P.

 

Distributor

 

Legg Mason Investor Services, LLC

 

Custodian

 

State Street Bank and Trust Company

 

Transfer agent

 

PNC Global Investment Servicing (formerly, PFPC Inc.)

4400 Computer Drive

Westborough,

Massachusetts 01581

 

Independent registered public accounting firm

 

KPMG LLP

345 Park Avenue

New York, New York 10154


LOGO

 

Legg Mason Partners Classic Values Fund

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

LEGG MASON PARTNERS CLASSIC VALUES FUND

Legg Mason Partners Funds

55 Water Street

New York, New York 10041

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

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.

This report is submitted for the general information of the shareholders of the Legg Mason Partners Classic Values Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.

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

www.leggmason.com/individualinvestors

© 2008 Legg Mason Investor Services, LLC

Member FINRA, SIPC


ITEM 2. CODE OF ETHICS.

Not applicable.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

 

ITEM 4. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Not applicable.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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

 

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


ITEM 12. EXHIBITS.

(a)(1) Not applicable.

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

 

Legg Mason Partners Equity Trust
By:  

/s/ R. Jay Gerken

 

(R. Jay Gerken)

Chief Executive Officer of

  Legg Mason Partners Equity Trust

Date: August 6, 2008

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

 

By:  

/s/ R. Jay Gerken

  (R. Jay Gerken)
  Chief Executive Officer of
  Legg Mason Partners Equity Trust
Date: August 6, 2008
By:  

/s/ Kaprel Ozsolak

  (Kaprel Ozsolak)
  Chief Financial Officer of
  Legg Mason Partners Equity Trust
Date: August 6, 2008