N-CSR 1 dncsr.htm LMP EQUITY TRUST--LMP LARGE CAP GROWTH FUND LMP Equity Trust--LMP 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 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

100 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: November 30, 2008


ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

ANNUAL REPORT / NOVEMBER 30, 2008

Legg Mason Partners

Large Cap Growth Fund

 

Managed by   CLEARBRIDGE ADVISORS

 

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

 


Fund objective

The Fund seeks long-term growth of capital.

 

What’s inside

 

Letter from the chairman   I
Fund overview   1
Fund at a glance   6
Fund expenses   7
Fund performance   9
Historical performance   10
Schedule of investments   11
Statement of assets and liabilities   14
Statement of operations   15
Statements of changes in net assets   16
Financial highlights   17
Notes to financial statements   22
Report of independent registered public accounting firm   33
Board approval of management and subadvisory agreements   34
Additional information   39

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and ClearBridge Advisors, LLC (“ClearBridge”) is the Fund’s subadviser. LMPFA and ClearBridge are wholly-owned subsidiaries of Legg Mason, Inc.


Letter from the chairman

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

Dear Shareholder,

Economic growth in the U.S. was mixed during the 12-month reporting period ended November 30, 2008. Looking back, third quarter 2007 U.S. gross domestic product (“GDP”)i growth was a strong 4.8%. However, continued weakness in the housing market, an ongoing credit crunch and soaring oil and food prices then took their toll on the economy, as fourth quarter 2007 GDP declined 0.2%. The economy then expanded 0.9% and 2.8% during the first and second quarters of 2008, respectively. This rebound was due, in part, to rising exports that were buoyed by a weakening U.S. dollar and solid consumer spending, which was aided by the government’s tax rebate program. The dollar’s rally and the end of the rebate program, combined with other strains on the economy, then caused GDP to take a step backward in the third quarter of 2008. According to the U.S. Department of Commerce, third quarter 2008 GDP declined 0.5%.

In early December 2008, after the reporting period ended, the National Bureau of Economic Research (“NBER”) announced that a recession had begun in December 2007. While one definition of a recession is based on having two consecutive quarters of negative growth (which has not yet occurred), the NBER determined that a recession had already started using its definition, which is based on “a significant decline in economic activity spread across the economy, lasting more than a few months, normally visible in production, employment, real income and other indicators.”

Regardless of how one defines a recession, it certainly has felt like we are in the midst of an economic contraction. Consumer spending, which represents approximately two-thirds of GDP, has fallen sharply. During November 2008, sales at U.S. retailers experienced their largest monthly decline in nearly 40 years. In terms of the job market, the U.S. Department of Labor reported that payroll employment declined in each of the 12 months of 2008. During 2008 as a whole, 2.6 million jobs were lost, the largest annual decline since World War II ended in 1945. In addition, at the end of 2008, the unemployment rate had risen to 7.2%, its highest level since January 1993.

 

Legg Mason Partners Large Cap Growth Fund   I


Letter from the chairman continued

 

Ongoing issues related to the housing and subprime mortgage markets and seizing credit markets prompted the Federal Reserve Board (“Fed”)ii to take aggressive and, in some cases, unprecedented actions. Beginning in September 2007, the Fed reduced the federal funds rateiii from 5.25% to 4.75%. This marked the first such reduction since June 2003. The Fed then reduced the federal funds rate on six additional occasions through April 2008, bringing the federal funds rate to 2.00%. The Fed then shifted gears in the face of mounting inflationary prices and a weakening U.S. dollar. At its meetings in June, August and September 2008, the Fed held rates steady. Then, on October 8, 2008, in a global coordination effort with six central banks around the world, interest rates were cut in an attempt to reduce the strains in the global financial markets. At that time, the Fed lowered the federal funds rate from 2.00% to 1.50%. The Fed again cut rates from 1.50% to 1.00% at its regularly scheduled meeting on October 29, 2008. On December 16, 2008, after the reporting period ended, the Fed cut rates to a range of zero to 0.25%, the lowest level since the Fed started publishing the federal funds rate in 1990. In conjunction with its December meeting, the Fed stated that it “will employ all available tools to promote the resumption of sustainable economic growth and to preserve price stability. In particular, the Committee anticipates that weak economic conditions are likely to warrant exceptionally low levels of the federal funds rate for some time.”

In addition to the interest rate cuts, 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. Also in March, the Fed played a major role in facilitating the purchase of Bear Stearns by JPMorgan Chase. In mid-September 2008, it announced an $85 billion rescue plan for ailing AIG and pumped $70 billion into the financial system as Lehman Brothers’ bankruptcy and mounting troubles at other financial firms roiled the markets.

The U.S. Department of the Treasury has also taken an active role in attempting to stabilize the financial system, as it orchestrated the government’s takeover of mortgage giants Fannie Mae and Freddie Mac in September 2008. In addition, on October 3, 2008, the Treasury’s $700 billion Troubled Asset Relief Program (“TARP”) was approved by Congress and signed into law by President Bush. As part of TARP, the Treasury had planned to purchase bad loans and other troubled financial assets. However, in November 2008, Treasury Secretary Paulson said, “Our assessment at this time is that this is not the most effective way to use TARP funds, but we will continue to examine whether targeted forms of asset purchase can play a useful role, relative to other potential uses of TARP resources, in helping to strengthen our financial system and support lending.”

 

II   Legg Mason Partners Large Cap Growth Fund


 

The U.S. stock market was extremely volatile and generated poor results during the 12 months ended November 30, 2008. Stock prices declined during each of the first four months of the reporting period. This was due, in part, to the 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 gains were, in part, attributed to hopes that the U.S. would skirt a recession and that corporate profits would rebound as the year progressed. However, given the escalating credit crisis and the mounting turmoil in the financial markets, stock prices moved lower during five of the last six months of the period, including S&P 500 Indexiv declines of 8.91%, 16.79% and 7.18%, in September, October and November, respectively. All told, the S&P 500 Index returned -38.09% during the 12-month reporting period ended November 30, 2008.

Looking at the U.S. stock market more closely, its descent was broad in scope, with every major index posting double-digit losses. In terms of market capitalizations, large-, mid- and small-cap stocks, as measured by the Russell 1000v, Russell Midcapvi and Russell 2000vii Indexes, returned -38.98%, -44.04% and -37.46%, respectively, during the 12-month period ended November 30, 2008. From an investment style perspective, growth and value stocks, as measured by the Russell 3000 Growthviii and Russell 3000 Valueix Indexes, returned -39.86% and -37.95%, respectively.

A special note regarding increased market volatility

In recent months, we have experienced a series of events that have impacted the financial markets and created concerns among both novice and seasoned investors alike. In particular, we have witnessed the failure and consolidation of several storied financial institutions, periods of heightened market volatility, and aggressive actions by the U.S. federal government to steady the financial markets and restore investor confidence. While we hope that the worst is over in terms of the issues surrounding the credit and housing crises, it is likely that the fallout will continue to impact the financial markets and the U.S. economy well into 2009.

Like all asset management firms, Legg Mason has not been immune to these difficult and, in some ways, unprecedented times. However, today’s challenges have only strengthened our resolve to do everything we can to help you reach your financial goals. Now, as always, we remain committed to providing you with excellent service and a full spectrum of investment choices. And rest assured, we will continue to work hard to ensure that our investment managers make every effort to deliver strong long-term results.

We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our enhanced website, www.leggmason.com/individualinvestors. Here you can gain

 

Legg Mason Partners Large Cap Growth Fund   III


Letter from the chairman continued

 

immediate access to many special features to help guide you through difficult times, including:

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

During periods of market unrest, it is especially important to work closely with your financial advisor and remember that reaching one’s investment goals unfolds over time and through multiple market cycles. Time and again, history has shown that, over the long run, the markets have eventually recovered and grown.

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.

Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

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.

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

Sincerely,

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

January 9, 2009

 

IV   Legg Mason Partners Large Cap Growth Fund


 

 

 

 

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 and is generally representative of the performance of larger companies in the U.S.

 

v

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.

 

vi

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

 

vii

The Russell 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.

 

Legg Mason Partners Large Cap Growth Fund   V


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks long-term growth of capital. Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity securities, or other investments with similar economic characteristics, of companies with large market capitalizations. We attempt to identify established companies which are dominant in their industries due to product, distribution or service strength. Many of these companies are household names and are strategically positioned for growth in the U.S. and overseas.

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.

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

A. The Fund’s fiscal year began in December 2007 as the U.S. stock market was entering what we now know to be the early stages of a U.S. recession and a global credit crisis, centered on defaulting subprime mortgages and related collateralized mortgage securities. As the fiscal year progressed, the mortgage crisis metastasized into a seemingly ever-widening series of escalating financial institution failures and international economic crises that constituted a major historical disruption of the global stock and credit markets, triggering a full-fledged recession in the U.S.

Prior to the start of the Fund’s fiscal year, in early October of 2007, several major U.S. equity market indexes, including the Dow Jones Industrial Average (“DJIA”)i and the S&P 500 Indexii, reached new record highs, with the DJIA closing above 14,000 for the first time. The rally was short-lived, however, as early indicators of the growing mortgage market crisis and a weakening economy soon came to dominate the headlines. The stock market tested lows in late November 2007, with selling driven by the broadening impact of the subprime market collapse and its impact on the global credit markets. A brief rally at the end of November 2007 gave bullish investors hope that the worst had passed, but by the end of calendar year 2007, the stock market appeared to be in a free-fall and many of the largest U.S. financial institutions were forced to raise capital in order to shore up their balance sheets.

The market rallied again briefly after the start of 2008, but soon reversed course amid significant volatility and growing concerns about the overall health of the U.S. financial system. The credit markets continued to show signs of weakness and, as a result, a number of money center and investment banks were forced to take asset markdowns and raise capital,

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   1


Fund overview continued

 

culminating in the collapse of Bear Stearns in mid-March 2008 and the rescue of the firm by JPMorgan Chase and the Federal Reserve Board (“Fed”)iii. By the end of March, the major averages closed down across the board and had lost between 10% and 20% of their values since the highs set in 2007.

The spring of 2008 brought another broad but short-lived market rally, leaving the S&P 500 Index and other major averages up mid-single digits by the end of May. However, the month of June saw a dramatic decline in equity prices, the likes of which had not been seen in decades. The DJIA fell over 10% in the month of June alone, its biggest June loss since 1930, putting the major averages in, or near, bear market territory (defined as down 20% from peak to trough). Key reasons for the sharp sell-off included the continued stress on the financial system, especially the credit markets, along with a sharp rise in commodity prices, particularly crude oil and energy prices.

In early September of 2008, a rapidly unfolding series of events linked to the ongoing credit market crisis led to the collapse and subsequent rescue by the Fed of the world’s largest insurance company, American International Group, the distressed acquisition of financial services firm Merrill Lynch by Bank of America, and the bankruptcy filing of investment bank Lehman Brothers, the largest in U.S. history. In response, the Fed and the U.S. Department of the Treasury took several steps in an effort to stabilize the credit markets and Congress approved the Troubled Asset Relief Program (“TARP”) in October, providing up to $700 billion to clear much of the bad debt from the books of major financial companies.

The month of October 2008 took its place in the history books as one of the worst ever for the U.S. stock market, second only to the “Black Monday” crash of October 1987 for the DJIA (which dropped over 22% in a single day), and the most volatile month for the S&P 500 Index since November 1929. The difficulty was not isolated to the U.S., as fears of a recession and worldwide slowdown led global stock markets to lose trillions of dollars in value, while a global sell-off in commodities continued. Consumer confidence in the U.S. dropped a record amount against the prior month, as unemployment rose and headlines highlighted a shift of concerns from commercial and real estate credit to consumer debt and speculation on the severity of an anticipated recession.

As the period drew to a close in November 2008, massive layoffs eliminated over half a million jobs in a single month, the worst monthly result in 34 years, and Treasury yields set record lows as investors sought security amid continued negative economic news.

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

A. In response to these market conditions, we did not deviate from our fundamental-based, bottom-up stock selection process, believing that

 

2   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

maintaining our long-term focus and our investment discipline becomes particularly important in periods of extraordinary market turmoil such as the past fiscal year. Instead, we continued to focus on companies with what we believe to be strong balance sheets, little to no debt and the ability to finance their operations through their own free cash flow.

Performance review

For the 12 months ended November 30, 2008, Class A shares of Legg Mason Partners Large Cap Growth Fund, excluding sales charges, returned -42.04%. The Fund’s unmanaged benchmark, the Russell 1000 Growth Indexiv, returned -39.75% over the same time frame. The Lipper Large-Cap Growth Funds Category Average1 returned -41.74% for the same period.

 

PERFORMANCE SNAPSHOT as of November 30, 2008 (excluding sales charges) (unaudited)
     6 MONTHS   12 MONTHS
Large Cap Growth Fund — Class A Shares   -37.34%   -42.04%
Russell 1000 Growth Index   -38.30%   -39.75%
Lipper Large-Cap Growth Funds Category Average1   -39.70%   -41.74%
   
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 -37.56%, Class C shares returned -37.56%, Class R shares returned -37.41% and Class I shares returned -37.27% over the six months ended November 30, 2008. Excluding sales charges, Class B shares returned -42.46%, Class C shares returned -42.46%, Class R shares returned -42.16% and Class I shares returned -41.85% over the 12 months ended November 30, 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.
Performance figures reflect expense reimbursements and/or fee waivers, without which the performance would have been lower.
TOTAL ANNUAL OPERATING EXPENSES (unaudited)
As of the Fund’s most current prospectus dated April 1, 2008, the gross total operating expense ratios for Class A, Class B, Class C, Class R and Class I shares were 1.11%, 1.91%, 1.85%, 1.36% and 0.73%, respectively.

 

 

 

1

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended November 30, 2008, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 842 funds for the six-month period and among the 795 funds for the 12-month period in the Fund’s Lipper category, and excluding sales charges.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   3


Fund overview continued

 

Q. What were the leading contributors to performance?

A. In terms of individual Fund holdings, leading contributors to performance for the period included Wm. Wrigley Jr. Co. in the Consumer Staples sector, Yahoo! Inc. and Juniper Networks Inc., both in the Information Technology (“IT”) sector, Amgen Inc. in the Health Care sector and First Solar Inc. in the Industrials sector. The Fund’s stock selection in the Health Care and Consumer Staples sectors contributed positively to performance when compared with the benchmark. The Fund’s overall sector allocation also had a positive effect on relative performance. Relative contributors for the period included the Fund’s overweight to the Health Care sector and its underweights to the Industrials, Energy, Materials and Utilities sectors.

Q. What were the leading detractors from performance?

A. In terms of individual Fund holdings, leading detractors from performance for the period included Amazon.com Inc. and Sears Holdings Corp., both in the Consumer Discretionary sector, American International Group Inc. and Lehman Brothers Holdings Inc., both in the Financials sector, as well as Akamai Technologies Inc. in the IT sector. The Fund’s overall stock selection had a negative impact on relative performance. Stock selection in the Financials, IT and Consumer Discretionary sectors detracted from performance as measured against the benchmark, as did its overweights to the Financials and Consumer Discretionary sectors and its underweight to the Consumer Staples sector.

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

A. Significant changes to the Fund during the period included the sale of holdings in several Financials sector firms that were impacted by the subprime collapse and related credit crisis, including Merrill Lynch & Co. Inc., American International Group Inc., Morgan Stanley Inc. and Lehman Brothers Holdings Inc., as well as Yahoo! Inc. and Motorola Inc., both in the IT sector, Wm. Wrigley Jr. Co. (which was acquired during the period) in the Consumer Staples sector, Time Warner Inc. in the Consumer Discretionary sector and Medtronic Inc. in the Health Care sector.

Additions to the Fund during the period included new positions in Google Inc. (Class A Shares) and NVIDIA Corp., both in the IT sector, Roche Holding AG and Celgene Corp., both in the Health Care sector, First Solar Inc. and General Electric Co., both in the Industrials sector, Sears Holdings Corp. in the Consumer Discretionary sector and CVS Corp. in the Consumer Staples sector.

Over the course of the fiscal year, we increased the Fund’s overweight to Health Care, reduced its overweight to Financials, moved from an

 

4   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

overweight to an underweight position in IT, took the Fund’s position in Industrials to an underweight, up from no holdings in the portfolio at the start of the period, and increased the Fund’s cash position.

Thank you for your investment in Legg Mason Partners 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

Alan Blake

Senior Portfolio Manager

ClearBridge Advisors, LLC

December 16, 2008

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.

Portfolio holdings and breakdowns are as of November 30, 2008 and are subject to change and may not be representative of the portfolio manager’s current or future investments. The Fund’s top 10 holdings (as a percentage of net assets) as of this date were: Genentech Inc. (7.3%), Amgen Inc. (6.8%), Amazon.com Inc. (6.7%), Berkshire Hathaway Inc., Class A Shares (6.4%), Biogen Idec Inc. (4.5%), PepsiCo Inc. (4.1%), Procter & Gamble Co. (3.9%), Coca-Cola Co. (3.9%), Johnson & Johnson (3.8%) and QUALCOMM Inc. (3.7%). Please refer to pages 11 through 13 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of November 30, 2008 were: Information Technology (29.6%), Health Care (27.7%), Consumer Discretionary (15.3%), Consumer Staples (14.1%) and Financials (10.0%). The Fund’s portfolio composition is subject to change at any time.

RISKS: Keep in mind, common stocks are subject to market fluctuations. Diversification does not assure against market loss. 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

The Dow Jones Industrial Average (“DJIA”) is a widely followed measurement of the stock market. The average is comprised of 30 stocks that represent leading companies in major industries. These stocks, widely held by both individual and institutional investors, are considered to be all blue-chip companies.

 

ii

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

 

iii

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.

 

iv

The Russell 1000 Growth Index measures the performance of those Russell 1000 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.) 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.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   5


Fund at a glance (unaudited)

 

INVESTMENT BREAKDOWN (%) As a percent of total investments — November 30, 2008    

LOGO

 

6   Legg Mason Partners Large Cap Growth Fund 2008 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 June 1, 2008 and held for the six months ended November 30, 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
RATIO
    EXPENSES
PAID DURING
THE PERIOD3
Class A   (37.34 )%   $ 1,000.00   $ 626.60   1.29 %   $ 5.25
Class B   (37.56 )     1,000.00     624.40   1.93       7.84
Class C   (37.56 )     1,000.00     624.40   1.94       7.88
Class R   (37.41 )     1,000.00     625.90   1.47       5.98
Class I   (37.27 )     1,000.00     627.30   0.96       3.91

 

1

For the six months ended November 30, 2008.

 

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 initial 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

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 Large Cap Growth Fund 2008 Annual Report   7


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
RATIO
    EXPENSES
PAID DURING
THE PERIOD2
Class A   5.00 %   $ 1,000.00   $ 1,018.55   1.29 %   $ 6.51
Class B   5.00       1,000.00     1,015.35   1.93       9.72
Class C   5.00       1,000.00     1,015.30   1.94       9.77
Class R   5.00       1,000.00     1,017.65   1.47       7.41
Class I   5.00       1,000.00     1,020.20   0.96       4.85

 

1

For the six months ended November 30, 2008.

 

2

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 recent fiscal half-year, then divided by 366.

 

8   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


Fund performance (unaudited)

 

AVERAGE ANNUAL TOTAL RETURNS1                    
     WITHOUT SALES CHARGES2  
     CLASS A     CLASS B     CLASS C     CLASS R     CLASS I  
Twelve Months Ended 11/30/08   (42.04 )%   (42.46 )%   (42.46 )%   (42.16 )%   (41.85 )%
Five Years Ended 11/30/08   (6.75 )   (7.43 )   (7.43 )   N/A     (6.40 )
Ten Years Ended 11/30/08   (1.38 )   (2.11 )   (2.11 )   N/A     (1.01 )
Inception* through 11/30/08   2.21     1.45     1.45     (22.20 )   2.03  
     WITH SALES CHARGES3  
     CLASS A     CLASS B     CLASS C     CLASS R     CLASS I  
Twelve Months Ended 11/30/08   (45.37 )%   (45.33 )%   (43.03 )%   (42.16 )%   (41.85 )%
Five Years Ended 11/30/08   (7.85 )   (7.62 )   (7.43 )   N/A     (6.40 )
Ten Years Ended 11/30/08   (1.96 )   (2.11 )   (2.11 )   N/A     (1.01 )
Inception* through 11/30/08   1.68     1.45     1.45     (22.20 )   2.03  
         
CUMULATIVE TOTAL RETURNS1                    
     WITHOUT SALES CHARGES2  
Class A (11/30/98 through 11/30/08)         (12.94 )%      
Class B (11/30/98 through 11/30/08)         (19.17 )      
Class C (11/30/98 through 11/30/08)         (19.17 )      
Class R (Inception date of 12/28/06 through 11/30/08)         (38.29 )      
Class I (11/30/98 through 11/30/08)         (9.69 )      

 

1

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 fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

 

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 CDSC with respect to Class B and C shares.

 

3

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 5.75%. Class B shares reflect the deduction of a 5.00% CDSC, which applies if shares are redeemed within one year from purchase payment and declines thereafter by 1.00% per year until no CDSC is incurred. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year of purchase payment.

 

* Inception date for Class A, B and C shares is August 29, 1997. Inception date for Class R shares is December 28, 2006. Inception date for Class I shares is October 15, 1997.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   9


Historical performance (unaudited)

 

VALUE OF $10,000 INVESTED IN CLASS A, B AND C SHARES OF LEGG MASON PARTNERS LARGE CAP
GROWTH FUND VS. RUSSELL 1000 GROWTH INDEX
— November 1998 - November 2008

LOGO

 

Hypothetical illustration of $10,000 invested in Class A, B and C shares of Legg Mason Partners Large Cap Growth Fund on November 30, 1998, assuming the deduction of the maximum initial sales charge of 5.75% 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, 2008. The Russell 1000 Growth 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, B 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.

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 fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.

 

10   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


Schedule of investments

November 30, 2008

 

LEGG MASON PARTNERS LARGE CAP GROWTH FUND     
SHARES    SECURITY    VALUE
     
COMMON STOCKS — 101.4%       
CONSUMER DISCRETIONARY — 15.3%       
     Internet & Catalog Retail — 6.6%       
2,800,000    Amazon.com Inc.*    $ 119,560,000
     Media — 2.9%       
2,300,000    Walt Disney Co.      51,796,000
     Multiline Retail — 2.2%       
1,075,000    Sears Holdings Corp.*      38,968,750
     Specialty Retail — 3.6%       
2,800,000    Home Depot Inc.      64,708,000
     TOTAL CONSUMER DISCRETIONARY      275,032,750
CONSUMER STAPLES — 14.1%       
     Beverages — 8.0%       
1,500,000    Coca-Cola Co.      70,305,000
1,300,000    PepsiCo Inc.      73,710,000
    

Total Beverages

     144,015,000
     Food & Staples Retailing — 2.2%       
1,340,140    CVS Corp.      38,770,250
     Household Products — 3.9%       
1,100,000    Procter & Gamble Co.      70,785,000
     TOTAL CONSUMER STAPLES      253,570,250
FINANCIALS — 10.0%       
     Diversified Financial Services — 3.6%       
3,000,000    Nasdaq Stock Market Inc.*      64,500,000
     Insurance — 6.4%       
1,100    Berkshire Hathaway Inc., Class A Shares*      114,400,000
     TOTAL FINANCIALS      178,900,000
HEALTH CARE — 27.7%       
     Biotechnology — 23.0%       
2,200,000    Amgen Inc.*      122,188,000
1,900,000    Biogen Idec Inc.*      80,389,000
745,250    Celgene Corp.*      38,827,525
1,700,000    Genentech Inc.*      130,220,000
1,700,000    Vertex Pharmaceuticals Inc.*      41,803,000
    

Total Biotechnology

     413,427,525
     Pharmaceuticals — 4.7%       
1,150,000    Johnson & Johnson      67,367,000
115,860    Roche Holding AG(a)      16,294,050
    

Total Pharmaceuticals

     83,661,050
     TOTAL HEALTH CARE      497,088,575

 

See Notes to Financial Statements.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   11


Schedule of investments continued

November 30, 2008

 

LEGG MASON PARTNERS LARGE CAP GROWTH FUND     
SHARES    SECURITY    VALUE
     
INDUSTRIALS — 4.7%       
     Electrical Equipment — 2.4%       
350,000    First Solar Inc.*    $ 43,694,000
     Industrial Conglomerates — 2.3%       
2,354,620    General Electric Co.      40,428,825
     TOTAL INDUSTRIALS      84,122,825
INFORMATION TECHNOLOGY — 29.6%       
     Communications Equipment — 8.7%       
3,300,000    Cisco Systems Inc.*      54,582,000
1,939,540    Juniper Networks Inc.*      33,709,205
2,000,000    QUALCOMM Inc.      67,140,000
    

Total Communications Equipment

     155,431,205
     Internet Software & Services — 7.7%       
4,200,000    Akamai Technologies Inc.*      51,534,000
2,700,000    eBay Inc.*      35,451,000
175,000    Google Inc., Class A Shares*      51,268,000
    

Total Internet Software & Services

     138,253,000
     Semiconductors & Semiconductor Equipment — 6.5%       
3,800,000    Intel Corp.      52,440,000
4,500,000    NVIDIA Corp.*      33,615,000
2,000,000    Texas Instruments Inc.      31,140,000
    

Total Semiconductors & Semiconductor Equipment

     117,195,000
     Software — 6.7%       
2,100,000    Electronic Arts Inc.*      40,026,000
1,900,000    Microsoft Corp.      38,418,000
4,400,000    Red Hat Inc.*      40,700,000
    

Total Software

     119,144,000
     TOTAL INFORMATION TECHNOLOGY      530,023,205
     TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost — $1,939,280,995)      1,818,737,605

 

See Notes to Financial Statements.

 

12   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

LEGG MASON PARTNERS LARGE CAP GROWTH FUND       
FACE
AMOUNT
   SECURITY    VALUE  
     
  SHORT-TERM INVESTMENTS — 7.7%         
       Repurchase Agreements — 7.7%         
$ 3,480,000    Interest in $194,993,000 joint tri-party repurchase agreement dated 11/28/08 with Deutsche Bank Securities Inc., 0.250% due 12/1/08; Proceeds at maturity — $3,480,073; (Fully collateralized by various U.S. government agency obligations, 3.150% to 7.350% due 7/14/09 to 5/8/30; Market value — $3,549,611)    $ 3,480,000  
  133,468,000    Interest in $294,824,000 joint tri-party repurchase agreement dated 11/28/08 with Barclays Capital Inc., 0.250% due 12/1/08; Proceeds at maturity — $133,470,781; (Fully collateralized by various U.S. government agency obligations, 5.500% to 7.000% due 3/15/10 to 2/9/26; Market value — $136,137,604)      133,468,000  
       TOTAL SHORT-TERM INVESTMENTS (Cost — $136,948,000)      136,948,000  
       TOTAL INVESTMENTS — 109.1% (Cost — $2,076,228,995#)      1,955,685,605  
       Liabilities in Excess of Other Assets — (9.1)%      (162,711,779 )
       TOTAL NET ASSETS — 100.0%    $ 1,792,973,826  

 

* Non-income producing security.

 

(a)

Security is valued in good faith at fair value by or under the direction of the Board of Trustees (See Note 2).

 

# Aggregate cost for federal income tax purposes is $2,077,164,633.

 

See Notes to Financial Statements.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   13


Statement of assets and liabilities

November 30, 2008

 

ASSETS:         
Investments, at value (Cost — $2,076,228,995)    $ 1,955,685,605  
Cash      175  
Receivable for Fund shares sold      2,862,179  
Dividends and interest receivable      1,891,853  
Prepaid expenses      114,345  

Total Assets

     1,960,554,157  
LIABILITIES:         
Payable for Fund shares repurchased      163,800,023  
Investment management fee payable      1,159,095  
Distribution fees payable      555,898  
Trustees’ fees payable      201,863  
Accrued expenses      1,863,452  

Total Liabilities

     167,580,331  
TOTAL NET ASSETS    $ 1,792,973,826  
NET ASSETS:         
Par value (Note 6)    $ 1,218  
Paid-in capital in excess of par value      2,301,290,900  
Accumulated net investment loss      (153,057 )
Accumulated net realized loss on investments and foreign currency transactions      (387,621,845 )
Net unrealized depreciation on investments      (120,543,390 )
TOTAL NET ASSETS    $ 1,792,973,826  
Shares Outstanding:         
Class A      84,422,615  
Class B      7,402,548  
Class C      19,167,897  
Class R      12,720  
Class I      10,838,850  
Net Asset Value:         
Class A (and redemption price)      $14.92  
Class B*      $13.73  
Class C*      $13.73  
Class R (and redemption price)      $14.86  
Class I (and redemption price)      $15.55  
Maximum Public Offering Price Per Share:         
Class A (based on maximum initial sales charge of 5.75%)      $15.83  

 

* 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.

 

14   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


Statement of operations

For the Year Ended November 30, 2008

 

INVESTMENT INCOME:         
Dividends    $ 28,160,993  
Interest      424,957  

Total Investment Income

     28,585,950  
EXPENSES:         
Investment management fee (Note 3)      22,070,144  
Distribution fees (Note 3 and 5)      11,085,559  
Transfer agent fees (Note 5)      5,097,103  
Shareholder reports (Note 5)      429,642  
Trustees’ fees      194,875  
Registration fees      147,781  
Audit and tax      45,547  
Insurance      26,750  
Legal fees      19,749  
Custody fees      14,495  
Interest expense      1,829  
Miscellaneous expenses      16,950  

Total Expenses

     39,150,424  

Less: Fee waivers and/or expense reimbursements (Notes 3 and 5)

     (82,004 )

Net Expenses

     39,068,420  
NET INVESTMENT LOSS      (10,482,470 )
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 4):
        
Net Realized Gain (Loss) From:         

Investment transactions

     (57,599,981 )

Foreign currency transactions

     134  
Net Realized Loss      (57,599,847 )
Change in Net Unrealized Appreciation/Depreciation from Investments      (1,409,874,748 )
NET LOSS ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS      (1,467,474,595 )
DECREASE IN NET ASSETS FROM OPERATIONS    $ (1,477,957,065 )

 

See Notes to Financial Statements.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   15


Statements of changes in net assets

 

FOR THE YEARS ENDED NOVEMBER 30,   2008     2007  
OPERATIONS:                
Net investment loss   $ (10,482,470 )   $ (16,011,948 )
Net realized gain (loss)     (57,599,847 )     838,989,889  
Change in net unrealized appreciation/depreciation     (1,409,874,748 )     (439,324,487 )

Increase (Decrease) in Net Assets From Operations

    (1,477,957,065 )     383,653,454  
FUND SHARE TRANSACTIONS (NOTE 6):                
Net proceeds from sale of shares     797,153,098       1,017,421,562  
Cost of shares repurchased     (1,801,233,359 )     (3,085,005,854 )
Net assets of shares issued in connection with merger (Note 7)           53,245,348  

Decrease in Net Assets From Fund Share Transactions

    (1,004,080,261 )     (2,014,338,944 )
DECREASE IN NET ASSETS     (2,482,037,326 )     (1,630,685,490 )
NET ASSETS:                
Beginning of year     4,275,011,152       5,905,696,642  
End of year*   $ 1,792,973,826     $ 4,275,011,152  
* Includes accumulated net investment loss of:     $(153,057 )     $(48,810 )

 

See Notes to Financial Statements.

 

16   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


Financial highlights

 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30:
 
CLASS A SHARES1   2008     2007     2006     2005     2004  

NET ASSET VALUE,
BEGINNING OF YEAR

  $25.74     $ 23.92     $ 23.30     $ 20.74     $ 21.16  

INCOME (LOSS) FROM OPERATIONS:

                                     

Net investment loss

  (0.06 )     (0.07 )     (0.04 )     (0.06 )     (0.00 )2

Net realized and unrealized gain (loss)

  (10.76 )     1.89       0.66       2.62       (0.42 )

Total income (loss) from operations

  (10.82 )     1.82       0.62       2.56       (0.42 )

NET ASSET VALUE,
END OF YEAR

  $14.92     $ 25.74     $ 23.92     $ 23.30     $ 20.74  

Total return3

  (42.04 )%     7.61 %     2.66 %     12.34 %     (1.98 )%

NET ASSETS,
END OF YEAR (MILLIONS)

  $1,259       $2,607       $2,453       $2,040       $1,280  

RATIOS TO AVERAGE NET ASSETS:

                                     

Gross expenses

  1.20 %     1.12 %4     1.11 %     1.17 %     1.17 %

Net expenses

  1.20       1.12 4     1.09 5     1.17       1.15 5

Net investment income (loss)

  (0.26 )     (0.29 )     (0.17 )     (0.30 )     0.02  

PORTFOLIO TURNOVER RATE

  26 %     9 %     13 %     12 %     5 %

 

1

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

 

2

Amount represents less than $0.01 per share.

 

3

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.

 

4

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 1.11%.

 

5

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   17


Financial highlights continued

 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30:
 
CLASS B SHARES1   2008     2007     2006     2005     2004  

NET ASSET VALUE,
BEGINNING OF YEAR

  $ 23.86     $ 22.33     $ 21.92     $ 19.66     $ 20.20  

INCOME (LOSS) FROM OPERATIONS:

                                       

Net investment loss

    (0.20 )     (0.23 )     (0.20 )     (0.21 )     (0.16 )

Net realized and unrealized gain (loss)

    (9.93 )     1.76       0.61       2.47       (0.38 )

Total income (loss) from operations

    (10.13 )     1.53       0.41       2.26       (0.54 )

NET ASSET VALUE,
END OF YEAR

  $ 13.73     $ 23.86     $ 22.33     $ 21.92     $ 19.66  

Total return2

    (42.46 )%     6.85 %     1.87 %     11.50 %     (2.67 )%

NET ASSETS,
END OF YEAR (MILLIONS)

    $102       $291       $462       $754       $981  

RATIOS TO AVERAGE NET ASSETS:

                                       

Gross expenses

    1.93 %     1.92 %3     1.87 %     1.90 %     1.90 %

Net expenses

    1.91 4,5     1.81 3,4,5     1.85 5     1.90       1.88 5

Net investment loss

    (0.98 )     (0.99 )     (0.94 )     (1.05 )     (0.77 )

PORTFOLIO TURNOVER RATE

    26 %     9 %     13 %     12 %     5 %

 

1

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

 

2

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

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 have been 1.91% and 1.80%, respectively.

 

4

Effective February 2, 2007, the manager contractually agreed to waive fees and/or reimburse operating expenses (other than brokerage, taxes and extraordinary expense) to limit total annual operating expenses to 1.88% of average net assets for Class B until April 1, 2008.

 

5

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

18   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30:
 
CLASS C SHARES1   2008     2007     2006     2005     2004  

NET ASSET VALUE,
BEGINNING OF YEAR

  $ 23.86     $ 22.33     $ 21.91     $ 19.65     $ 20.20  

INCOME (LOSS) FROM OPERATIONS:

                                       

Net investment loss

    (0.19 )     (0.23 )     (0.19 )     (0.22 )     (0.15 )

Net realized and unrealized gain (loss)

    (9.94 )     1.76       0.61       2.48       (0.40 )

Total income (loss) from operations

    (10.13 )     1.53       0.42       2.26       (0.55 )

NET ASSET VALUE,
END OF YEAR

  $ 13.73     $ 23.86     $ 22.33     $ 21.91     $ 19.65  

Total return2

    (42.46 )%     6.85 %     1.92 %     11.50 %     (2.72 )%

NET ASSETS,
END OF YEAR (MILLIONS)

    $263       $601       $702       $902       $935  

RATIOS TO AVERAGE NET ASSETS:

                                       

Gross expenses

    1.90 %     1.85 %3     1.85 %     1.92 %     1.90 %

Net expenses

    1.89 4,5     1.83 3,4,5     1.82 5     1.92       1.88 5

Net investment loss

    (0.95 )     (1.00 )     (0.91 )     (1.07 )     (0.74 )

PORTFOLIO TURNOVER RATE

    26 %     9 %     13 %     12 %     5 %

 

1

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

 

2

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

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 have been 1.85% and 1.82%, respectively.

 

4

Effective February 2, 2007, the manager has contractually agreed to waive fees and/or reimburse operating expenses (other than brokerage, taxes and extraordinary expense) to limit total annual operating expenses to 1.85% of average net assets for Class C until April 1, 2008.

 

5

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   19


Financial highlights continued

 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30, UNLESS OTHERWISE NOTED:
 
CLASS R SHARES1   2008     20072  

NET ASSET VALUE, BEGINNING OF PERIOD

  $ 25.69     $ 24.08  

INCOME (LOSS) FROM OPERATIONS:

               

Net investment loss

    (0.09 )     (0.13 )

Net realized and unrealized gain (loss)

    (10.74 )     1.74  

Total income (loss) from operations

    (10.83 )     1.61  

NET ASSET VALUE, END OF PERIOD

  $ 14.86     $ 25.69  

Total return3

    (42.16 )%     6.69 %

NET ASSETS, END OF PERIOD (000s)

    $189       $93  

RATIOS TO AVERAGE NET ASSETS:

               

Gross expenses

    1.41 %     1.36 %4,5

Net expenses

    1.41       1.36 4,5

Net investment loss

    (0.44 )     (0.55 )4

PORTFOLIO TURNOVER RATE

    26 %     9 %

 

1

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

 

2

For the period December 28, 2006 (inception date) to November 30, 2007.

 

3

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.

 

4

Annualized.

 

5

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 both would not have changed.

 

See Notes to Financial Statements.

 

20   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED NOVEMBER 30:
 
CLASS I SHARES1   2008     2007     2006     2005     2004  

NET ASSET VALUE,
BEGINNING OF YEAR

  $ 26.74     $ 24.76     $ 24.03     $ 21.31     $ 21.65  

INCOME (LOSS) FROM OPERATIONS:

 

                               

Net investment income

    0.02       0.02       0.05       0.02       0.09  

Net realized and unrealized gain (loss)

    (11.21 )     1.96       0.68       2.70       (0.43 )

Total income (loss) from operations

    (11.19 )     1.98       0.73       2.72       (0.34 )

NET ASSET VALUE,
END OF YEAR

  $ 15.55     $ 26.74     $ 24.76     $ 24.03     $ 21.31  

Total return2

    (41.85 )%     8.00 %     3.04 %     12.76 %     (1.57 )%

NET ASSETS,
END OF YEAR (MILLIONS)

    $169       $776       $2,289       $2,460       $1,635  

RATIOS TO AVERAGE NET ASSETS:

                                       

Gross expenses

    0.83 %     0.73 %3     0.73 %     0.78 %     0.79 %

Net expenses

    0.83       0.73 3     0.72 4     0.78       0.76 4

Net investment income

    0.11       0.08       0.19       0.09       0.41  

PORTFOLIO TURNOVER RATE

    26 %     9 %     13 %     12 %     5 %

 

1

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

 

2

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

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 both would not have changed.

 

4

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   21


Notes to financial statements

 

1. Organization and significant accounting policies

Legg Mason Partners Large Cap Growth Fund (the “Fund”) is a separate diversified investment series of 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) 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 at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

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

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

 

22   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

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

(c) 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.

(d) 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.

(e) 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.

(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 November 30, 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.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   23


Notes to financial statements continued

 

(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. During the current year, the following reclassifications have been made:

 

     ACCUMULATED NET
INVESTMENT LOSS
  ACCUMULATED NET
REALIZED LOSS
    PAID-IN
CAPITAL
 
(a)   $ 10,378,089   $ 2,893,256     $ (13,271,345 )
(b)     134     (134 )      

 

(a) Reclassifications are primarily due to the expiration of a capital loss carryover, a tax net operating loss and tax adjustments associated with securities involved in an in-kind distribution from prior year.

 

(b) Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes.

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 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.

 

24   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

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

 

     NOVEMBER 30, 2008   QUOTED PRICES
(LEVEL 1)
  OTHER SIGNIFICANT
OBSERVABLE INPUTS
(LEVEL 2)
  SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
Investments in securities   $ 1,955,685,605   $ 1,802,443,555   $ 153,242,050  

3. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and ClearBridge Advisors, LLC (“ClearBridge”) is the Fund’s subadviser. LMPFA and ClearBridge are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

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

 

AVERAGE DAILY NET ASSETS    ANNUAL RATE  
First $1 billion    0.750 %
Next $1 billion    0.725  
Next $3 billion    0.700  
Next $5 billion    0.675  
Over $10 billion    0.650  

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 cash and short-term instruments. For its services, LMPFA pays ClearBridge 70% of the net management fee it receives from the Fund.

Effective February 2, 2007, management has contractually agreed to waive fees and/or reimburse expenses (other than brokerage, taxes and extraordinary expenses) to limit total annual operating expenses to 1.88% for Class B shares and 1.85% for Class C shares until April 1, 2008.

During the year ended November 30, 2008, the Fund was reimbursed for expenses amounting to $82,004.

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

There is a maximum initial sales charge of 5.75% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   25


Notes to financial statements continued

 

applies if redemption occurs within one year from purchase payment. This CDSC declines by 1.00% per year until no CDSC is incurred. Class C shares also 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 year ended November 30, 2008, LMIS and its affiliates received sales charges of approximately $60,000 on sales of the Fund’s Class A shares. In addition, for the year ended November 30, 2008, CDSCs paid to LMIS and its affiliates were approximately:

 

      CLASS A    CLASS B    CLASS C
CDSCs    $ 3,000    $ 196,000    $ 18,000

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 November 30, 2008, the Fund had accrued $10,164 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 year ended November 30, 2008, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases    $ 781,673,245
Sales      1,739,796,363

At November 30, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation    $ 334,497,455  
Gross unrealized depreciation      (455,976,483 )
Net unrealized depreciation    $ (121,479,028 )

 

26   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

5. Class specific expenses, waivers and/or reimbursements

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, C and R 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, C and R shares calculated at the annual rate of 0.75%, 0.75% and 0.25% of the average daily net assets of each class, respectively. Distribution fees are accrued daily and paid monthly.

For the year ended November 30, 2008, class specific expenses were as follows:

 

      DISTRIBUTION
FEES
   TRANSFER AGENT
FEES
   SHAREHOLDER REPORTS
EXPENSES
Class A    $ 4,599,379    $ 3,563,954    $ 373,171
Class B      1,954,036      362,405      17,719
Class C      4,531,084      669,270      37,941
Class R      1,060      343      4
Class I           501,131      807
Total    $ 11,085,559    $ 5,097,103    $ 429,642

For the year ended November 30, 2008, class specific waivers and/or reimbursements were as follows:

 

      WAIVERS/
REIMBURSEMENTS
Class A     
Class B    $ 56,141
Class C      25,863
Class R     
Class I     
Total      82,004

6. Shares of beneficial interest

At November 30, 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. Prior to April 16, 2007, the Fund had an unlimited number of shares of beneficial interest authorized with a par value of $0.001 per share.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   27


Notes to financial statements continued

 

Transactions in shares of each class were as follows:

 

     YEAR ENDED
NOVEMBER 30, 2008
     YEAR ENDED
NOVEMBER 30, 2007
 
      SHARES      AMOUNT      SHARES     AMOUNT  
Class A           
Shares sold    34,900,526      $ 687,412,281      28,997,142     $ 715,394,042  
Shares repurchased    (51,770,877 )      (1,124,744,762 )    (30,972,486 )     (763,591,291 )
Shares issued with merger                721,416       17,580,648  
Net decrease    (16,870,351 )    $ (437,332,481 )    (1,253,928 )   $ (30,616,601 )
Class B           
Shares sold    249,531      $ 5,065,014      375,682     $ 8,644,142  
Shares repurchased    (5,061,149 )      (104,544,392 )    (9,913,143 )     (226,305,991 )
Shares issued with merger                1,043,495       23,712,409  
Net decrease    (4,811,618 )    $ (99,479,378 )    (8,493,966 )   $ (193,949,440 )
Class C           
Shares sold    1,678,918      $ 34,106,001      2,235,165     $ 51,315,374  
Shares repurchased    (7,655,377 )      (153,209,035 )    (9,036,371 )     (207,501,893 )
Shares issued with merger                526,132       11,952,291  
Net decrease    (5,976,459 )    $ (119,103,034 )    (6,275,074 )   $ (144,234,228 )
Class R           
Shares sold    10,258      $ 229,238      4,437 *   $ 111,089 *
Shares repurchased    (1,170 )      (24,402 )    (805 )*     (20,345 )*
Net increase    9,088      $ 204,836      3,632 *   $ 90,744 *
Class I           
Shares sold    3,037,091      $ 70,340,564      9,529,834     $ 241,956,915  
Shares repurchased    (21,229,109 )      (418,710,768 )    (72,923,332 )     (1,887,586,334 )
Net decrease    (18,192,018 )    $ (348,370,204 )    (63,393,498 )   $ (1,645,629,419 )

 

* For the period December 28, 2006 (inception date) to November 30, 2007.

7. Transfer of net assets

On February 2, 2007, the Fund acquired the assets and certain liabilities of the Legg Mason Partners Technology Fund, pursuant to a plan of reorganization approved by Legg Mason Partners Technology Fund shareholders. Total shares issued by the Fund and the total net assets of the Legg Mason Partners Technology Fund and the Fund on the date of the transfer were as follows:

 

ACQUIRED FUND    SHARES ISSUED
BY THE FUND
   TOTAL NET ASSETS OF THE
ACQUIRED FUND
   TOTAL NET ASSETS
OF THE FUND
Legg Mason Partners Technology Fund    2,291,044    $ 53,245,348    $ 5,524,010,472

As a part of the reorganization, for each share they held, shareholders of Legg Mason Partners Technology Fund Class A, Class B, and Class C received

 

28   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

0.188857, 0.192228 and 0.192277 shares of the Fund’s Class A, Class B and Class C shares, respectively.

The total net assets of the Legg Mason Partners Technology Fund before acquisition included unrealized appreciation of $4,501,506, accumulated net realized loss of $162,205,840 and accumulated net investment loss of $5,233. Total net assets of the Fund immediately after the transfer were $5,577,255,820. The transaction was structured to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

8. Income tax information and distributions to shareholders

There were no distributions paid by the Fund during the fiscal years ended November 30, 2008 and 2007.

As of November 30, 2008, the components of accumulated earnings on a tax basis were as follows:

 

Capital loss carryforward*    $ (364,059,976 )
Other book/tax temporary differences(a)      (22,779,288 )
Unrealized appreciation/(depreciation)(b)      (121,479,028 )
Total accumulated earnings/(losses) — net    $ (508,318,292 )

 

* As of November 30, 2008, the Fund had the following net capital loss carryforward remaining:

 

YEAR OF EXPIRATION    AMOUNT  
11/30/2009    $ (23,039,843 )
11/30/2010      (2,204,357 )
11/30/2011      (66,135,786 )
11/30/2012      (44,748,963 )
11/30/2013      (107,613,669 )
11/30/2014      (81,428,997 )
11/30/2016      (38,888,361 )
     $ (364,059,976 )

 

  These amounts will be available to offset any future taxable capital gains.

 

(a)

Other book/tax temporary differences are attributable primarily to the deferral of post-October capital losses and 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 primarily to the tax deferral of losses on wash sales.

9. 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 Citigroup Global Markets Inc. (“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”).

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   29


Notes to financial statements continued

 

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 thereunder (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 subtransfer 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 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

 

30   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


 

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.

10. 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.

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   31


Notes to financial statements continued

 

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.

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 9. 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 judgement was later entered. An appeal has been filed and is pending before the U.S. Court of Appeals for the Second Circuit.

11. Recent accounting pronouncement

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.

 

32   Legg Mason Partners Large Cap Growth Fund 2008 Annual Report


Report of independent registered public accounting firm

 

The Board of Trustees and Shareholders

Legg Mason Partners Equity Trust:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Legg Mason Partners Large Cap Growth Fund, a series of Legg Mason Partners Equity Trust, as of November 30, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2008, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Legg Mason Partners Large Cap Growth Fund as of November 30, 2008, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

January 22, 2009

 

Legg Mason Partners Large Cap Growth Fund 2008 Annual Report   33


Board approval of management and subadvisory agreements (unaudited)

 

At a meeting of the Fund's Board of Trustees, the Board considered the re-approval for an annual period of the Fund's management agreement, pursuant to which Legg Mason Partners Fund Advisor, LLC (the "Manager") provides the Fund with investment advisory and administrative services, and the Fund's sub-advisory agreement, pursuant to which ClearBridge Advisors, LLC (the "Sub-Adviser") provides day-to-day management of the Fund's portfolio. (The management agreement and sub-advisory agreement are collectively referred to as the "Agreements.") The Manager and the Sub-Adviser are wholly-owned subsidiaries of Legg Mason, Inc. The Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "Independent Trustees")) of the Fund were assisted in their review by Fund counsel and independent legal counsel and met with independent legal counsel in executive sessions separate from representatives of the Manager and the Sub-Adviser. The Independent Trustees requested and received information from the Manager and the Sub-Adviser they deemed reasonably necessary for their review of the Agreements and the performance of the Manager and the Sub-Adviser. Included was information about the Manager, the Sub-Adviser and the Fund's distributor (including any distributors affiliated with the Fund during the past two years), as well as the management, sub-advisory and distribution arrangements for the Fund and other funds overseen by the Board. This information was initially reviewed by a special committee of the Independent Trustees and then by the full Board.

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

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

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

 

34   Legg Mason Partners Large Cap Growth Fund


 

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

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

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

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

Fund performance

The Board received and reviewed performance information for the Fund and for all retail and institutional large-cap growth funds (the "Performance Universe") selected by Lipper, Inc. ("Lipper"), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Trustees noted that they also had received and discussed with management information at periodic intervals comparing the Fund's performance to that of its benchmark index. The information comparing the Fund's performance to that of the Performance Universe was for the one-, three-, five- and ten-year periods ended June 30, 2008. The Fund performed below the median for the one-, three- and five-year periods, but performed better than the median for the ten-year period. The Board also reviewed performance information provided by the Manager for

 

Legg Mason Partners Large Cap Growth Fund   35


Board approval of management and subadvisory agreements (unaudited) continued

 

periods ended September 30, 2008, which showed the Fund's relative performance had improved significantly compared to the Lipper category average during the third quarter. The Trustees then discussed with representatives of management the portfolio management strategy of the Fund's portfolio manager and the reasons for the Fund's underperformance versus the Performance Universe during certain periods under review. The Trustees noted that the portfolio manager is very experienced with an impressive long-term track record, and that the Manager was committed to providing the resources necessary to assist the portfolio manager and improve Fund performance. Based on its review, the Board generally was satisfied with the Fund's long-term performance and management's efforts to improve performance going forward, which was reflected in the Fund's recent relative performance during volatile market conditions. The Board determined to continue to evaluate the Fund's performance and directed the Independent Trustees' performance committee to continue to periodically review Fund performance with the Manager and report to the full Board during periods between Board meetings.

Management fees and expense ratios

The Board reviewed and considered, the contractual management fee (the "Contractual Management Fee") payable by the Fund to the Manager in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Sub-Adviser, respectively. The Board noted that the Manager, and not the Fund, pays the sub-advisory fee to the Sub-Adviser and, accordingly, that the retention of the Sub-Adviser does not increase the fees and expenses incurred by the Fund.

The Board also reviewed information regarding the fees the Manager and the Sub-Adviser charged any of their U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in the scope of services provided to the Fund and to such other clients, noting that the Fund is provided with regulatory compliance and administrative services, office facilities and Fund officers (including the Fund's chief financial, chief legal and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers, including the Sub-Adviser. The Board considered the fee comparisons in light of the scope of services required to manage these different types of accounts.

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

 

36   Legg Mason Partners Large Cap Growth Fund


 

Additionally, the Board received and considered information comparing the Fund's Contractual Management Fee and the Fund's overall expense ratio with those of a group of 12 retail front-end load large-cap growth funds selected by Lipper as comparable to the Fund (the "Expense Group"), and a broader group of funds selected by Lipper consisting of all retail front-end load large-cap growth funds ("Expense Universe"). This information showed that, while the Fund's Contractual Management Fee was higher than the median of management fees paid by the other funds in the Expense Group and higher than the average management fees paid by the other funds in the Expense Universe, the Fund's actual total expense ratio was slightly higher than the median of the total expense ratios of the funds in the Expense Group and lower than the average of the total expense ratios of the funds in the Expense Universe.

Manager profitability

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

Economies of scale

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

The Board noted that the Manager instituted breakpoints in the Fund's Contractual Management Fee, reflecting the potential for reducing the Contractual Management Fee as the Fund's assets grow. The Board noted that the Fund's assets exceeded the specified asset level at which one or more breakpoints to its Contractual Management Fee are triggered. Accordingly, the Fund and its shareholders realized economies of scale because the total expense ratio of the Fund was lower than it would have been if no breakpoints were in place. The Board also considered whether the breakpoint fee structure was a reasonable means of sharing any economies of scale, taking into consideration other efficiencies that might accrue as the Fund's assets increase. The Board also noted that as the Fund's assets increase over time,

 

Legg Mason Partners Large Cap Growth Fund   37


Board approval of management and subadvisory agreements (unaudited) continued

 

the Fund and its shareholders should realize economies of scale as certain expenses, such as fixed fund fees, become a smaller percentage of overall assets. The Board noted that it appeared that the benefits of any economies of scale also have been appropriately shared with shareholders through increased investment in fund management and administration resources.

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

Other benefits to the manager

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

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

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

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

 

38   Legg Mason Partners Large Cap Growth Fund


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Legg Mason Partners Large Cap Growth Fund (the “Fund”) are managed under the direction of the Board of Trustees. Information pertaining to the Trustees and Officers is set forth below. The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling Legg Mason Partners Shareholder Services at 1-800-451-2010.

 

NON-INTERESTED TRUSTEES
PAUL R. ADES
c/o R. Jay Gerken, CFA, Legg Mason & Co., LLC (“Legg Mason”)
620 Eighth Avenue, New York, NY 10018
Birth year    1940
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1983
Principal occupation(s) during past five years    Law Firm of Paul R. Ades, PLLC (since 2000)
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None
ANDREW L. BREECH
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1952
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1991
Principal occupation(s) during past five years    President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985)
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None

 

Legg Mason Partners Large Cap Growth Fund   39


Additional information (unaudited) continued

Information about Trustees and Officers

 

DWIGHT B. CRANE
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1937
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1981
Principal occupation(s) during past five years    Independent Consultant (since 1969); Professor, Harvard Business School (from 1969 to 2007)
Number of portfolios in fund complex overseen by Trustee    59
Other board memberships held by Trustee    None
ROBERT M. FRAYN, JR.
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1934
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1981
Principal occupation(s) during past five years    Retired
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None
FRANK G. HUBBARD
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1937
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1993
Principal occupation(s) during past five years    President, Avatar International, Inc. (Business Development) (since 1998)
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None

 

40   Legg Mason Partners Large Cap Growth Fund


 

HOWARD J. JOHNSON
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1938
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    From 1981 to 1998 and 2000 to Present
Principal occupation(s) during past five years    Chief Executive Officer, Genesis Imaging LLC (technology company) (since 2003)
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None
DAVID E. MARYATT
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1936
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1983
Principal occupation(s) during past five years    Private Investor; President and Director, ALS Co. (real estate management and development firm) (since 1993)
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None

JEROME H. MILLER

c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018

Birth year    1938
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1995
Principal occupation(s) during past five years    Retired
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None

 

Legg Mason Partners Large Cap Growth Fund   41


Additional information (unaudited) continued

Information about Trustees and Officers

 

KEN MILLER
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1942
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1983
Principal occupation(s) during past five years   

President, Young Stuff Apparel Group, Inc. (apparel manufacturer)

(since 1963)

Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None
JOHN J. MURPHY
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1944
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 2002
Principal occupation(s) during past five years    President, Murphy Capital Management (investment advice) (since 1983)
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    Director, Nicholas Applegate funds; Trustee, Consulting Group Capital Markets Funds; Formerly, Director, Atlantic Stewardship Bank (from 2004 to 2005); Director, Barclays International Funds Group Ltd. and affiliated companies (from 1983 to 2003)
THOMAS F. SCHLAFLY
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1948
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1983
Principal occupation(s) during past five years    Of Counsel, Husch Blackwell Sanders LLP (law firm) (since 1984); President, The Saint Louis Brewery, Inc. (brewery) (since 1989)
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    Director, Citizens National Bank St. Louis, Maplewood, MO (since 2006)

 

42   Legg Mason Partners Large Cap Growth Fund


 

JERRY A. VISCIONE
c/o R. Jay Gerken, CFA, Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1944
Position(s) held with Fund1    Trustee
Term of office1 and length of time served2    Since 1993
Principal occupation(s) during past five years    Retired
Number of portfolios in fund complex overseen by Trustee    57
Other board memberships held by Trustee    None
INTERESTED TRUSTEE
R. JAY GERKEN, CFA3
Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1951
Position(s) held with Fund1    Trustee President, Chairman, and Chief Executive Officer
Term of office1 and length of time served2    Since 2002
Principal occupation(s) during past five years    Managing Director of Legg Mason; Chairman of the Board and Trustee/Director of 163 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and its affiliates; President of LMPFA (since 2006); Chairman, President and Chief Executive Officer of certain mutual funds associated with Legg Mason and its affiliates; Formerly, Chairman, Smith Barney Fund Management LLC (“SBFM”) and CitiFund Management Inc. (“CFM”) (from 2002 to 2005); Formerly, Chairman President and Chief Executive Officer of Travelers Investment Adviser, Inc. (“TIA”) (from 2002 to 2005)
Number of portfolios in fund complex overseen by Trustee    148
Other board memberships held by Trustee    Trustee, Consulting Group Capital Markets Funds (from 2002 to 2006)
OFFICERS
KAPREL OZSOLAK
Legg Mason
55 Water Street, New York, NY 10041
Birth year    1965
Position(s) held with Fund1    Chief Financial Officer and Treasurer
Term of office1 and length of time served2    Since 2004
Principal occupation(s) during past five years    Director of Legg Mason; Chief Financial Officer and Treasurer of certain mutual funds associated with Legg Mason; Formerly, Controller of certain mutual funds associated with certain predecessor firms of Legg Mason (from 2002 to 2004)

 

Legg Mason Partners Large Cap Growth Fund   43


Additional information (unaudited) continued

Information about Trustees and Officers

 

TED P. BECKER
Legg Mason
620 Eighth Avenue, New York, NY 10018
Birth year    1951
Position(s) held with Fund1    Chief Compliance Officer
Term of office1 and length of time served2    Since 2006
Principal occupation(s) during past five years    Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance at Legg Mason (since 2005); Chief Compliance Officer with certain mutual funds associated with Legg Mason, LMPFA and certain affiliates (since 2006); Formerly, Managing Director of Compliance at CAM or its predecessor (from 2002 to 2005)
JOHN CHIOTA
Legg Mason
100 First Stamford Place, Stamford, CT 06902
Birth year    1968
Position(s) held with Fund1    Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2    Since 2006
Principal occupation(s) during past five years    Vice President of Legg Mason or its predecessor (since 2004); Chief Anti-Money Laundering Compliance Officer with certain mutual funds associated with Legg Mason or its affiliates (since 2006); Prior to August 2004, Chief AML Compliance Officer with TD Waterhouse
ROBERT I. FRENKEL
Legg Mason
100 First Stamford Place, Stamford, CT 06902
Birth year    1954
Position(s) held with Fund1    Secretary and Chief Legal Officer
Term of office1 and length of time served2    Since 2003
Principal occupation(s) during past five years    Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessors (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); Formerly, Secretary of CFM (from 2001 to 2004)
THOMAS C. MANDIA
Legg Mason
100 First Stamford Place, Stamford, CT 06902
Birth year    1962
Position(s) held with Fund1    Assistant Secretary
Term of office1 and length of time served2    Since 2000
Principal occupation(s) during past five years    Managing Director and Deputy General Counsel of Legg Mason (since 2005); Managing Director and Deputy General Counsel for CAM (from 1992 to 2005)

 

44   Legg Mason Partners Large Cap Growth Fund


 

ALBERT LASKAJ
Legg Mason
55 Water Street, New York, NY 10041
Birth year    1977
Position(s) held with Fund1    Controller
Term of office1 and length of time served2    Since 2007
Principal occupation(s) during past five years    Vice President of Legg Mason (since 2008); Controller of certain mutual funds associated with Legg Mason (since 2007); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason (from 2005 to 2007); Formerly, Accounting Manager of certain mutual funds associated with certain predecessor firms of Legg Mason (from 2003 to 2005)
STEVEN FRANK
Legg Mason
55 Water Street, New York, NY 10041
Birth year    1967
Position(s) held with Fund1    Controller
Term of office1 and length of time served2    Since 2005
Principal occupation(s) during past five years    Vice President of Legg Mason (since 2002); Controller of certain mutual funds associated with Legg Mason or its predecessors (since 2005); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason predecessors (from 2001 to 2005)

 

1

Each Trustee and Officer serves until his or her 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 or Officer became a Board Member or Officer, as applicable for a fund in the Legg Mason Partners funds complex.

 

3

Mr. Gerken is an “interested person” of the Trust as defined in the 1940 Act, because Mr. Gerken is an officer of LMPFA and certain of its affiliates.

 

Legg Mason Partners Large Cap Growth Fund   45


 

Legg Mason Partners Large Cap Growth 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

 

ClearBridge Advisors, LLC

 

Distributor

 

Legg Mason Investor Services, LLC

 

Custodian

 

State Street Bank and Trust

Company

 

Transfer agent

 

PNC Global Investments Servicing

4400 Computer Drive

Westborough,

Massachusetts 01581

 

Independent registered public accounting firm

 

KPMG LLP

345 Park Avenue

New York, New York 10154


 

Legg Mason Partners Large Cap Growth Fund

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

LEGG MASON PARTNERS LARGE CAP GROWTH 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 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.leggmason.com/individualinvestors

© 2009 Legg Mason Investor Services, LLC

Member FINRA, SIPC


BUILT TO WINSM

LOGO

 

At Legg Mason, we’ve assembled a collection of experienced investment management firms and empowered each of them with the tools, the resources and, most importantly, the independence to pursue the strategies they know best.

 

 

Each was purposefully chosen for their commitment to investment excellence.

 

 

Each is focused on specific investment styles and asset classes.

 

 

Each exhibits thought leadership in their chosen area of focus.

Together, we’ve built a powerful portfolio of solutions for financial advisors and their clients. And it has made us a world leader in money management.*

* Ranked ninth-largest money manager in the world, according to Pensions & Investments, May 26, 2008, based on 12/31/07 worldwide assets under management.

www.leggmason.com/individualinvestors

©2009 Legg Mason Investor Services, LLC Member FINRA, SIPC

FD1380 1/09 SR09-733

 

NOT PART OF THE ANNUAL REPORT

 


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 Directors of the registrant has determined that Jerry A. Viscione 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 Mr. Viscione as the Audit Committee’s financial expert. Mr. Viscione is an “independent” Director 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, 2007 and November 30, 2008 (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 $92,000 in 2007 and $97,000 in 2008.

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 $16,500 in 2007 and $15,000 in 2008. These services consisted of procedures performed in connection with the Re-domiciliation of the various reviews of Prospectus supplements, and consent issuances related to the N-1A filings for the Legg Mason Partners Equity Trust.

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Legg Mason Partners Equity Trust (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved).

(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 $14,600 in 2007 and $7,800 in 2008. 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 fees incurred in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item 4 for Legg Mason Partners Equity Trust were $4,900 in 2007 and $0 in 2008. These services consisted of the procedures performed in connection with the merger on February 2, 2007.

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 Equity Trust requiring pre-approval by the Audit Committee in the Reporting Period.


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

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

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

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

(2) For the Legg Mason Partners Equity Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2007 and 2008; Tax Fees were 100% and 0% for 2007 and 2008; and Other Fees were 100% and 0% for 2007 and 2008.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Equity Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Partners Equity Trust during the reporting period were $0 in 2008.

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


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

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

Paul R. Ades

Andrew L. Breech

Dwight B. Crane

Robert M. Frayn, Jr.

Frank G. Hubbard

Howard J. Johnson

David E. Maryatt

Jerome H. Miller

Ken Miller

John J. Murphy

Thomas F. Schlafly

Jerry A. Viscione

 

  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 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) 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 Equity Trust
By:  

 /s/ R. Jay Gerken

  (R. Jay Gerken)
  Chief Executive Officer of
  Legg Mason Partners Equity Trust

Date: February 4, 2009

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: February 4, 2009

 

By:  

 /s/ Kaprel Ozsolak

  (Kaprel Ozsolak)
  Chief Financial Officer of
  Legg Mason Partners Equity Trust

Date: February 4, 2009