N-Q 1 d608333dnq.htm LMP EQUITY TRUST--PERMAL TACTICAL ALLOCATION FUND LMP Equity Trust--Permal Tactical Allocation Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-06444

Legg Mason Partners Equity Trust

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: September 30, 2013

 

 

 


 

ITEM 1. SCHEDULE OF INVESTMENTS.


LEGG MASON PARTNERS EQUITY TRUST

PERMAL ALTERNATIVE CORE FUND

FORM N-Q

SEPTEMBER 30, 2013


PERMAL ALTERNATIVE CORE FUND

 

Consolidated Schedule of Investments (unaudited)    September 30, 2013

 

DESCRIPTION

   SHARES      VALUE  
INVESTMENTS IN UNDERLYING FUNDS - 86.9%      

AQR Funds - AQR Managed Futures Strategy Fund, Class I Shares

     367,747       $ 3,673,797 (a) 

Ares Capital Corp.

     39,823         688,540   

BH Macro Ltd., USD Shares

     141,639         2,896,567 *(a) 

EMM Umbrella Funds - The Emerging Markets Middle East Fund, Class A Shares

     90,580         1,547,101 *(a) 

ETFS Palladium Trust - ETFS Physical Palladium Shares

     12,500         884,250

ETFS Platinum Trust - ETFS Physical Platinum Shares

     5,700         782,724

Fifth Street Finance Corp.

     67,614         695,748   

First Trust Energy Infrastructure Fund

     102,294         2,203,413   

iShares Trust - iShares Dow Jones U.S. Oil Equipment & Services Index Fund

     30,784         1,925,847   

iShares, Inc.:

     

iShares MSCI EMU Index Fund

     100,901         3,805,986   

iShares MSCI Japan Index Fund

     320,713         3,819,692   

John Hancock Funds II:

     

Global Absolute Return Strategies Fund, Class R6 Shares

     253,413         2,744,461   

John Hancock Currency Strategies Fund, Class R6 Shares

     272,956         2,737,744

JPMorgan Alerian MLP Index ETN

     51,325         2,289,095   

Legg Mason Global Asset Management Trust - Legg Mason BW Global Opportunities Bond Fund, Class IS Shares

     312,224         3,415,735 (b) 

Legg Mason Partners Equity Trust - ClearBridge Aggressive Growth Fund, Class IS Shares

     20,788         3,784,299 *(b) 

Legg Mason Partners Institutional Trust - Western Asset Institutional U.S. Treasury Reserves, Institutional Class Shares

     3,540,198         3,540,198 (b) 

MainStay Funds - MainStay Marketfield Fund, Class I Shares

     160,065         2,884,380

Main Street Capital Corp.

     24,005         718,469   

Market Vectors ETF Trust:

     

Gold Miners ETF

     64,489         1,616,094   

Junior Gold Miners ETF

     38,162         1,554,720   

Morgan Stanley China A Share Fund, Inc.

     82,749         1,828,753

New Mountain Finance Corp.

     47,586         685,714   

Prospect Capital Corp.

     63,050         704,899   

SPDR Series Trust - SPDR S&P Pharmaceuticals ETF

     48,595         3,738,899   

The Africa Emerging Markets Fund, Class A Shares

     75,782         2,234,811

The Select Sector SPDR Trust:

     

The Financial Select Sector SPDR Fund

     187,405         3,733,108   

The Technology Select Sector SPDR Fund

     116,563         3,733,513   

Third Point Offshore Investors Ltd., USD Shares

     141,697         2,113,195 (a) 

Vanguard International Equity Index Funds - Vanguard Emerging Markets Stock Index Fund, FTSE Emerging Markets ETF Shares

     45,602         1,829,096   

Vanguard Specialized Funds - Vanguard Dividend Appreciation Index Fund, ETF Shares

     54,257         3,776,830   

Wasatch Funds Trust - Wasatch Long/Short Fund, Investor Class Shares

     181,993         2,879,124

WisdomTree Trust - WisdomTree SmallCap Dividend Fund

     61,578         3,854,783   
     

 

 

 

TOTAL INVESTMENTS IN UNDERLYING FUNDS

(Cost - $74,533,342)

        79,321,585   
     

 

 

 

COMMON STOCKS - 11.5%

     

Real Estate Investment Trusts (REITs) - 11.5%

     

Chimera Investment Corp.

     320,077         973,034   

Colony Financial Inc.

     70,988         1,418,340   

MFA Financial Inc.

     113,115         842,707   

NorthStar Realty Finance Corp.

     150,364         1,395,378   

RAIT Financial Trust

     194,647         1,378,101   

Resource Capital Corp.

     224,128         1,331,320   

Silver Bay Realty Trust Corp.

     57,014         892,839   

Starwood Property Trust Inc.

     55,891         1,339,707   

Two Harbors Investment Corp.

     90,533         879,076   
     

 

 

 

TOTAL COMMON STOCKS

(Cost - $10,150,399)

        10,450,502   
     

 

 

 

 

See Notes to Consolidated Schedule of Investments.

 

1


PERMAL ALTERNATIVE CORE FUND

 

Consolidated Schedule of Investments (unaudited) (cont’d)    September 30, 2013

 

SECURITY

   RATE     MATURITY
DATE
     FACE
AMOUNT
     VALUE  

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS

(Cost - $84,683,741)

           $ 89,772,087   
          

 

 

 

SHORT-TERM INVESTMENTS - 1.9%

          

Repurchase Agreements - 1.9%

          

State Street Bank & Trust Co. repurchase agreement dated 9/30/13; Proceeds at maturity - $1,759,000; (Fully collateralized by U.S. Treasury Notes, 0.250% due 3/31/14; Market Value - $1,796,612) (Cost - $1,759,000)

     0.000     10/1/13       $ 1,759,000         1,759,000   
          

 

 

 

TOTAL INVESTMENTS - 100.3%

(Cost - $86,442,741#)

             91,531,087   

Liabilities in Excess of Other Assets - (0.3)%

             (295,257
          

 

 

 

TOTAL NET ASSETS - 100.0%

           $ 91,235,830   
          

 

 

 

 

* Non-income producing security.

 

(a) Security is valued in good faith in accordance with procedures approved by the Board of Trustees (See Note 1).

 

(b) Underlying Fund is affiliated with Legg Mason, Inc. and more information about the Underlying Funds is available at www.leggmason.com/individualinvestors.

 

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

Abbreviations used in this schedule:

ETF    — Exchange Traded Fund
ETN    — Exchange Traded Note
SPDR    — Standard & Poor’s Depositary Receipts

 

See Notes to Consolidated Schedule of Investments.

 

2


Notes to Consolidated Schedule of Investments (unaudited)

 

1. Organization and significant accounting policies

Permal Alternative Core Fund (formerly Permal Tactical Allocation Fund) (the “Fund”) is a separate diversified series of Legg Mason Partners Equity Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

The Fund may invest directly in fixed income, indexed or other performance-related instruments (including exchange-traded notes (“ETNs”)), equity securities, forwards and derivatives. However, while authorized to invest directly, most of the Fund’s long or short exposure to asset classes typically will be achieved indirectly through investments in a combination of intermediary securities such as open-end (including exchange-traded funds (“ETFs”)), and closed-end funds as well as funds that are commonly referred to as hedge funds.

Effective July 31, 2013, the Fund’s investment guidelines were revised to increase the Fund’s allocation to “alternative investments” as a percentage of total assets. Alternative investments may seek both long and short exposures to equities, fixed income, structured credit, currencies, commodities, real estate assets, infrastructure assets and other real assets. The Fund will typically invest in multiple discrete styles of hedge fund investing, including, but not limited to, macro strategies (including discretionary and systematic macro), managed futures, equity long-short, fixed income long-short, distressed debt and event driven. The Fund may also employ various security, currency or commodity hedging strategies.

The Fund intends to gain exposure to the commodities markets by investing a portion of its assets in a wholly-owned subsidiary, Alternative Core Fund, Ltd. (the “Subsidiary”), organized under the laws of the Cayman Islands. Among other investments, the Subsidiary may invest in gold coin and bullion and other precious metals and commodity-linked derivative instruments. These financial statements are consolidated financial statements of the Fund and the Subsidiary.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).

(a) Investment valuation. Investments in the Underlying Funds, excluding ETFs and closed-end funds, are valued at the closing net asset value per share of each Underlying Fund on the day of valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of fair valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a fund investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

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

 

3


Notes to Consolidated Schedule of Investments (unaudited) (continued)

 

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities. Additionally, if the closing net asset value per share for an Underlying Fund is not available on the day of valuation, the Valuation Committee may adjust the Underlying Fund’s last available net asset value per share to account for significant events that have occurred subsequent to the Underlying Fund’s last net asset value per share calculation but prior to the day of valuation.

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

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

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

 

   

Level 1 – quoted prices in active markets for identical investments

 

   

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

 

   

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

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

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

 

ASSETS

 

DESCRIPTION

   QUOTED PRICES
(LEVEL 1)
     OTHER SIGNIFICANT
OBSERVABLE INPUTS

(LEVEL 2)
     SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
     TOTAL  

Long-term investments†:

           

Investments in Underlying Funds

   $ 69,090,925       $ 10,230,660         —         $ 79,321,585   

Common stocks

     10,450,502         —           —           10,450,502   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total long-term investments

     79,541,427         10,230,660         —         $ 89,772,087   
  

 

 

    

 

 

    

 

 

    

 

 

 

Short-term investments†

     —           1,759,000         —           1,759,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments

   $ 79,541,427       $ 11,989,660         —         $ 91,531,087   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

4


Notes to Consolidated Schedule of Investments (unaudited) (continued)

 

 

LIABILITIES

 

DESCRIPTION

   QUOTED PRICES
(LEVEL 1)
     OTHER SIGNIFICANT
OBSERVABLE INPUTS

(LEVEL 2)
     SIGNIFICANT
UNOBSERVABLE
INPUTS

(LEVEL 3)
     TOTAL  

Other financial instruments:

           

Forward foreign currency contracts

     —         $ 175,959         —         $ 175,959   

 

See Consolidated Schedule of Investments for additional detailed categorizations.

For the period ended September 30, 2013, as a result of the fair value pricing procedures for international equities utilized by the Fund, certain securities have transferred in and out of Level 1 and Level 2 measurements during the period. The Fund’s policy is to recognize transfers between levels as of the end of reporting period. At September 30, 2013, securities value at $5,009,762 were temporarily transferred from Level 1 to Level 2 within the fair value hierarchy because fair value procedures were applied when the change in value of a domestic equity security index suggested that the closing prices on foreign exchanges may no longer have represented the value of those securities at the time of closing of the NYSE.

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, 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 maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

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

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.

(d) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

When entering into a forward foreign currency contract, the Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(e) Fund of funds risk. Your cost of investing in the Fund, as a fund of funds, may be higher than the cost of investing in a mutual fund that only invests directly in individual securities. An underlying fund may change its investment objective or policies without the Fund’s approval, which could force the Fund to withdraw its investments from such underlying fund at a time that is unfavorable to the Fund. In addition, one underlying fund may buy the same securities that another underlying fund sells. Therefore, the Fund would indirectly bear the costs of these trades without accomplishing any investment purpose.

 

5


Notes to Consolidated Schedule of Investments (unaudited) (continued)

 

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

(g) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Securities pledged as collateral, if any, to cover the obligations of the Fund under derivative contracts, are noted in the Consolidated Schedule of Investments.

As of September 30, 2013, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $175,959. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.

(h) Security transactions. Security transactions are accounted for on a trade date basis.

2. Investments

At September 30, 2013, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

   $ 9,223,869   

Gross unrealized depreciation

     (4,135,523
  

 

 

 

Net unrealized appreciation

   $ 5,088,346   
  

 

 

 

At September 30, 2013, the Fund had the following open forward foreign currency contracts:

 

Foreign Currency

  

Counterparty

   Local
Currency
     Market
Value
     Settlement
Date
     Unrealized
Loss
 
Contracts to Sell:   

Euro

   Bank of America N.A.      6,000,000       $ 8,118,732         12/18/13       $ (112,584

Japanese Yen

   Bank of America N.A.      800,000,000         8,142,812         12/18/13         (63,375
              

 

 

 

Net unrealized loss on open forward foreign currency contracts

  

   $ (175,959
              

 

 

 

 

6


Notes to Consolidated Schedule of Investments (unaudited) (continued)

 

3. Derivative instruments and hedging activities

GAAP requires enhanced disclosure about an entity’s derivative and hedging activities.

The following is a summary of the Fund’s derivative instruments categorized by risk exposure at September 30, 2013.

 

     Forward Foreign Currency
Contracts
 

Primary Underlying Risk

   Unrealized
Depreciation
 

Foreign Exchange Risk

   $ (175,959

During the period ended September 30, 2013, the volume of derivative activity for the Fund was as follows:

 

     Average market value  

Purchased options†

   $ 55,800   

Forward foreign currency contracts (to buy)†

     924,316   

Forward foreign currency contracts (to sell)

     15,618,004   

 

At September 30, 2013, there were no open positions held in this derivative.

 

7


 

ITEM 2. 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 quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.


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, thereunto duly authorized.

Legg Mason Partners Equity Trust

 

By:   /S/    KENNETH D. FULLER        
  Kenneth D. Fuller
  Chief Executive Officer

Date:

 

November 25, 2013

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/    KENNETH D. FULLER        
  Kenneth D. Fuller
  Chief Executive Officer

Date:

 

November 25, 2013

By:   /S/    RICHARD F. SENNETT        
  Richard F. Sennett
  Principal Financial Officer

Date:

 

November 25, 2013