N-CSR 1 d65175dncsr.htm LMP EQUITY TRUST -- CLEARBRIDGE ALL CAP VALUE FUND LMP Equity Trust -- ClearBridge All Cap Value Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-06444

 

 

Legg Mason Partners Equity Trust

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

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

Date of fiscal year end: September 30

Date of reporting period: September 30, 2015

 

 

 


ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   September 30, 2015

CLEARBRIDGE

ALL CAP VALUE FUND

 

 

 

 

LOGO

 

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


What’s inside      
Letter from the president     II   
Investment commentary     III   
Fund overview     1   
Fund at a glance     6   
Fund expenses     7   
Fund performance     9   
Schedule of investments     11   
Statement of assets and liabilities     15   
Statement of operations     16   
Statements of changes in net assets     17   
Financial highlights     18   
Notes to financial statements     22   
Report of independent registered public
accounting firm
    32   
Additional information     33   
Important tax information     39   

 

Fund objectives

The Fund seeks long-term capital growth. Current income is a secondary consideration.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of ClearBridge All Cap Value Fund for the twelve-month reporting period ended September 30, 2015. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

I am pleased to introduce myself as the new President and Chief Executive Officer of the Fund, succeeding Kenneth D. Fuller. I am honored to have been appointed to my new role. During my 27 year career with Legg Mason, I have seen the investment management industry evolve and expand. Throughout these changes, maintaining an unwavering focus on our shareholders and their needs has remained paramount.

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

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

October 30, 2015

 

II    ClearBridge All Cap Value Fund


Investment commentary

 

Economic review

The pace of U.S. economic activity was mixed during the twelve months ended September 30, 2015 (the “reporting period”). Looking back, the U.S. Department of Commerce’s revised figures showed that fourth quarter 2014 U.S. gross domestic product (“GDP”)i growth was 2.1%. First quarter 2015 GDP growth then moderated to 0.6%. This was attributed to a number of factors, including a deceleration in personal consumption expenditures (“PCE”), along with negative contributions from exports, nonresidential fixed investment, and state and local government spending. Economic activity then accelerated, as second quarter GDP growth was 3.9%. The upturn was driven by increasing exports, accelerating PCE, declining imports, expanding state and local government spending, and rising nonresidential fixed investment. The U.S. Department of Commerce’s initial reading for third quarter 2015 GDP growth — released after the reporting period ended — was 1.5%. Decelerating growth was primarily due to a downturn in private inventory investment and decelerations in exports, nonresidential fixed investment, PCE, state and local government spending, and residential fixed investment.

The labor market was a tailwind for the economy during the reporting period. When the period began, unemployment was 5.7%, as reported by the U.S. Department of Labor. By September 2015, unemployment was 5.1%, equaling its lowest level since April 2008.

The Federal Reserve Board (“Fed”)ii took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As it has since December 2008, the Fed maintained

the federal funds rateiii at a historically low range between zero and 0.25% during the twelve months ended September 30, 2015. However, in October 2014 the Fed ended its asset purchase program that was announced in December 2012. In December 2014, the Fed said that “it can be patient in beginning to normalize the stance of monetary policy.” At its meeting that concluded on July 29, 2015, the Fed said “The Committee currently anticipates that, even after employment and inflation are near mandate-consistent levels, economic conditions may, for some time, warrant keeping the target federal funds rate below levels the Committee views as normal in the longer run.” At its meeting that ended on September 17, 2015, the Fed decided to maintain the target between zero and 0.25%. Finally, at its meeting that concluded on October 28, 2015, after the close of the reporting period, the Fed said, “In determining whether it will be appropriate to raise the target range at its next meeting, the Committee will assess progress — both realized and expected — toward its objectives of maximum employment and 2 percent inflation.”

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

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

October 30, 2015

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results.

 

ClearBridge All Cap Value Fund   III


Investment commentary (cont’d)

 

 

 

 

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 U.S. policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

 

iii 

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

 

IV    ClearBridge All Cap Value Fund


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks long-term capital growth. Current income is a secondary consideration. The Fund invests primarily in common stocks and common stock equivalents, such as preferred stocks and securities convertible into common stocks, of companies we believe are undervalued in the marketplace. While we select investments primarily for their capital appreciation potential, secondary consideration is given to a company’s dividend record and the potential for an improved dividend return. The Fund invests in securities of large, well-known companies but may also invest a significant portion of its assets in securities of small to medium capitalization companies when we believe smaller capitalization companies offer more attractive value opportunities. The Fund may invest up to 25% of its net assets in equity securities of foreign issuers, either directly or through depositary receipts.

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

A. Major indices posted mixed returns for the twelve months ended September 30, 2015, as the NASDAQ Composite Indexi gained 4.2%, while the S&P 500 Indexii and Dow Jones Industrial Average (“DJIA”)iii fell 0.6% and 2.1%, respectively. Throughout the reporting period, investors focused on the Federal Reserve Board (“Fed”)iv rate strategy, mixed economic reports, suppressed crude prices, and the climbing dollar, as well as a wave of mergers and acquisitions (“M&A”) announcements. The market closed 2014 with strong appreciation, but the third quarter of 2015 saw sharp declines erase gains. Growing concern for global growth combined with sliding domestic crude prices appeared to drive the volatility. The International Monetary Fund (“IMF”) lowered its global growth projections for 2015, forecasting a 3.3% expansion in July compared to a 3.5% projection in April. The IMF pointed to a weak first quarter in the U.S. as well as question marks in China and Greece as causes for the tempered expectations. Crude oil futures slid throughout the period on oversupply concerns, dropping below $40 per barrel in mid-August and closing the year at $45. The selling was indiscriminate and the Chicago Board Options Exchange Volatility Indexv, commonly referred to as the VIX, spiked to the highest level since late 2011 when the U.S. lost its AAA credit rating. Over the last several years, the market has appreciated significantly and has experienced very little volatility. Until late August 2015, the broad averages had not seen a 10% correction in over three years — rare from a historical perspective.

As most anticipated, the Fed wrapped up its bond-buying program in October 2014, but every month thereafter failed to raise the target fed funds lending rate from between zero and 0.25%. Fed officials continue to fixate on tepid inflation in the U.S. despite decent economic expansion and meaningful improvement in the labor market. Aside from a disappointing 0.6% annualized rate of expansion in the first quarter of 2015, U.S. gross domestic product (“GDP”)vi growth reports have been strong over the past year. Notably the economy expanded 4.3% and 3.9% in third quarter 2014 and second quarter 2015, respectively. Meanwhile, U.S. employers added 2.75 million jobs throughout the year. The unemployment rate fell to 5.1% at the end of September 2015,

 

ClearBridge All Cap Value Fund 2015 Annual Report   1


Fund overview (cont’d)

 

from 5.9% a year ago. Fed Chair Janet Yellen commented that we should see an “initial increase in the federal funds ratevii later this year, followed by a gradual pace of tightening thereafter.” However, she cautioned that the Fed could delay further “if the economy surprises us.” After starting the period at 2.49%, the yield on the ten-year Treasury note dropped as low as 1.64% in January but recovered to close September above 2.00%. Corporations continued to take advantage of low borrowing rates as M&A remained a steady bid for stocks throughout the period. Dealogic, a provider of global investment banking analysis and systems, reports that there were 45 deals worth $10 billion or more for a combined total of $1.2 trillion in the first nine months of 2015. On the other hand, the U.S. dollar strengthened 12% against a broad basket of foreign currencies over the past nine months, driving material foreign exchange headwinds to U.S. corporate earnings.

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

A. Even with a core focus of getting paid for the risks we take, and constantly trying to optimize our portfolio construction, as concentrated managers we are subject to periods of underperformance. These challenging episodes typically coincide with the deflationary storms that precipitate risk-off selling. The majority of performance headwinds in this cycle resulted from our valuation discipline favoring the much more attractive price-to-value gaps in cyclical industries: Financials, Enterprise Technology, Merchant Power, and selectively in the currently much-hated Materials and Energy space. Besides getting amply paid for this cyclical risk in a world scared by deflation and anemic global growth, we also balanced our portfolio construction with mispriced Health Care and Consumer names that have done well in this deflationary environment. Finally, we are focused on balance sheet strength and cash flow generation across the portfolio, with a key goal of avoiding solvency or liquidity issues should an emerging markets credit event surface in the next few quarters.

We don’t think the dynamics of this market cycle have changed. Even with the rising risks of an emerging market credit event, the odds of a near-term U.S. recession still look low to us at less than 20% over the next twelve months. The banking system is in great shape, the critical housing cycle remains slow and steady, lower commodity prices are a massive wealth transfer to U.S. consumers, and the job market is still improving. We also expect companies to remain the steady bid for U.S. stocks as buyback activity remains robust, coupled and greatly boosted by historically-elevated deal activity. Most important, with the recent elevation in the equity risk premium and the indiscriminate selling, we are seeing valuation upside back at 2012 levels.

Performance review

For the twelve months ended September 30, 2015, Class A shares of ClearBridge All Cap Value Fund, excluding sales charges, returned -8.55%. The Fund’s unmanaged benchmark, the Russell 3000 Value Indexviii, returned -4.22%, for the same period. The Lipper Large-Cap Value Funds Category

 

2    ClearBridge All Cap Value Fund 2015 Annual Report


Average1 returned -5.39% over the same time frame.

 

Performance Snapshot as of September 30, 2015
(unaudited)
 
(excluding sales charges)   6 months     12 months  
ClearBridge All Cap Value Fund:    

Class A

    -11.17     -8.55

Class B2

    -11.58     -9.54

Class C

    -11.47     -9.13

Class I

    -11.01     -8.16
Russell 3000 Value Index     -8.59     -4.22
Lipper Large-Cap Value Funds Category Average1     -8.77     -5.39

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.

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

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

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated February 1, 2015, as supplemented August 7, 2015, the gross total annual operating expense ratios for Class A, Class B, Class C and Class I shares were 1.29%, 2.40%, 1.98% and 0.90%, respectively.

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

Q. What were the leading contributors to performance?

A. The Fund’s stock selection in the Consumer Discretionary and Industrials sectors were meaningful contributors to relative performance. In terms of individual securities, Home Depot, Walt Disney, Chubb, Target and Carnival were the largest absolute contributors to performance.

Q. What were the leading detractors from performance?

A. Relative to the benchmark, overall security selection and sector allocation detracted from returns. In particular, selection in the Energy and Health Care sectors hurt performance. In terms of

 

1 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended September 30, 2015, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 526 funds for the six-month period and among the 516 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges.

 

2 

Effective July 1, 2011, the Fund no longer offers Class B shares for purchase by new and existing investors. Individual investors who owned Class B shares on June 30, 2011 may continue to hold those shares but may not add to their Class B share positions except through dividend reinvestment. Class B shares are also available for incoming exchanges.

 

ClearBridge All Cap Value Fund 2015 Annual Report   3


Fund overview (cont’d)

 

allocation, underweights to Utilities, Health Care and Consumer Staples detracted as each sector outperformed the broader index. In terms of individual securities, Chevron, Devon Energy, CONSOL Energy, Hess and Halliburton were the top detractors.

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

A. We initiated a number of new positions during the year, notably Microsoft, Oracle, American Homes 4 Rent, Calpine and Springleaf Holdings. Meanwhile, notable eliminations from the Fund included Chevron, Exxon Mobil, General Electric, Apple and Chubb.

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

Sincerely,

 

LOGO

Peter J. Hable

Senior Portfolio Manager

ClearBridge Investments

 

LOGO

Sam Peters, CFA

Senior Portfolio Manager

ClearBridge Investments

 

LOGO

Albert Grosman

Portfolio Manager

ClearBridge Investments

October 20, 2015

RISKS: The Fund may invest in small- and mid-cap companies that may involve a higher degree of risk and volatility than investments in large-cap companies. The Fund is subject to certain risks of overseas investing not typically associated with investing in U.S. securities, including economic, political and social factors and currency fluctuations. Please see the Fund’s prospectus for a more complete discussion of these and other risks, and the Fund’s investment strategies.

Portfolio holdings and breakdowns are as of September 30, 2015 and are subject to change and may not be representative of the portfolio managers’ current or future investments. The Fund’s top ten holdings (as a percentage of net assets) as of September 30, 2015 were: Citigroup Inc. (3.8%), JPMorgan Chase & Co. (3.7%), Novartis AG, ADR (3.5%), Home Depot Inc. (3.2%), Johnson & Johnson (3.1%), Boeing Co. (3.0%), Merck & Co. Inc. (3.0%), Allied World Assurance Co. Holdings AG (2.7%), Microsoft Corp. (2.7%) and Goldman Sachs Group Inc. (2.6%). Please refer to pages 11 through 14 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

 

4    ClearBridge All Cap Value Fund 2015 Annual Report


investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of September 30, 2015 were: Financials (34.8%), Information Technology (16.9%), Industrials (11.7%), Health Care (11.6%) and Consumer Discretionary (8.5%). The Fund’s portfolio composition is subject to change at any time.

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

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

 

 

i 

The NASDAQ Composite Index is a market-value weighted index, which measures all securities listed on the NASDAQ stock market.

 

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 Dow Jones Industrial Average (“DJIA”) is a widely followed measurement of the stock market. The average is comprised of thirty 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.

 

iv 

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

 

v 

The Chicago Board Options Exchange Volatility Index reflects a market estimate of future volatility, based on the weighted average of the implied volatilities for a wide range of strikes.

 

vi 

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

 

vii 

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.

 

viii 

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. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.) 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.

 

ClearBridge All Cap Value Fund 2015 Annual Report   5


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of September 30, 2015 and September 30, 2014. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

6    ClearBridge All Cap Value Fund 2015 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; service and/or distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on April 1, 2015 and held for the six months ended September 30, 2015.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

 

Based on actual total return1                     Based on hypothetical total return1  
     Actual
Total Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio
    Expenses
Paid
During
the
Period3
             Hypothetical
Annualized
Total Return
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio
    Expenses
Paid
During
the
Period3
 
Class A     -11.17   $ 1,000.00      $ 888.30        1.25   $ 5.92        Class A     5.00   $ 1,000.00      $ 1,018.80        1.25   $ 6.33   
Class B     -11.58        1,000.00        884.20        2.26        10.67        Class B     5.00        1,000.00        1,013.74        2.26        11.41   
Class C     -11.47        1,000.00        885.30        1.91        9.03        Class C     5.00        1,000.00        1,015.49        1.91        9.65   
Class I     -11.01        1,000.00        889.90        0.86        4.07        Class I     5.00        1,000.00        1,020.76        0.86        4.36   

 

ClearBridge All Cap Value Fund 2015 Annual Report   7


Fund expenses (unaudited) (cont’d)

 

 

1

For the six months ended September 30, 2015.

 

2

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

 

3

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

 

8    ClearBridge All Cap Value Fund 2015 Annual Report


Fund performance (unaudited)

 

Average annual total returns                            
Without sales charges1    Class A      Class B      Class C      Class I  
Twelve Months Ended 9/30/15      -8.55      -9.54      -9.13      -8.16
Five Years Ended 9/30/15      8.70         7.55         8.01         9.19   
Ten Years Ended 9/30/15      4.07         3.33         3.45         4.54   
With sales charges2    Class A      Class B      Class C      Class I  
Twelve Months Ended 9/30/15      -13.82      -13.64      -9.95      -8.16
Five Years Ended 9/30/15      7.43         7.40         8.01         9.19   
Ten Years Ended 9/30/15      3.46         3.33         3.45         4.54   

 

Cumulative total returns  
Without sales charges1       
Class A (9/30/05 through 9/30/15)     49.03
Class B (9/30/05 through 9/30/15)     38.82   
Class C (9/30/05 through 9/30/15)     40.33   
Class I (9/30/05 through 9/30/15)     55.95   

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

 

1 

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

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 5.75%. 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 from purchase payment.

 

ClearBridge All Cap Value Fund 2015 Annual Report   9


Fund performance (unaudited) (cont’d)

 

Historical performance

Value of $10,000 invested in

Class A Shares of ClearBridge All Cap Value Fund vs. Russell 3000 Value Index and Lipper Large-Cap Value Funds Category Average† — September 2005 - September 2015

 

LOGO

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

 

Hypothetical illustration of $10,000 invested in Class A shares of ClearBridge All Cap Value Fund on September 30, 2005, assuming the deduction of the maximum initial sales charge of 5.75% at the time of investment and the reinvestment of all distributions, including returns of capital, if any, at net asset value through September 30, 2015. The hypothetical illustration also assumes a $10,000 investment in the Russell 3000 Value Index and the Lipper Large-Cap Value Funds Category Average. 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. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.) The Index is unmanaged and is 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 Lipper Large-Cap Value Funds Category Average is comprised of the Fund’s peer group of mutual funds as of September 30, 2015. The performance of the Fund’s other classes may be greater or less than the Class A shares’ performance indicated on this chart, depending on whether greater or lower sales charges and fees were incurred by shareholders investing in the other classes.

 

10    ClearBridge All Cap Value Fund 2015 Annual Report


Schedule of investments

September 30, 2015

 

ClearBridge All Cap Value Fund

 

Security             Shares     Value  
Common Stocks — 99.6%                        
Consumer Discretionary — 8.5%                        

Diversified Consumer Services — 1.2%

                       

Service Corporation International

            600,000      $ 16,260,000   

Sotheby’s

            104,950        3,356,301   

Total Diversified Consumer Services

                    19,616,301   

Hotels, Restaurants & Leisure — 1.9%

                       

Carnival Corp.

            624,620        31,043,614   

Media — 2.1%

                       

Walt Disney Co.

            340,000        34,748,000   

Specialty Retail — 3.3%

                       

Home Depot Inc.

            457,810        52,872,477   

Total Consumer Discretionary

                    138,280,392   
Consumer Staples — 2.3%                        

Personal Products — 2.3%

                       

Unilever PLC

            921,750        37,547,978  (a) 
Energy — 7.6%                        

Energy Equipment & Services — 1.3%

                       

Halliburton Co.

            612,390        21,647,986   

Oil, Gas & Consumable Fuels — 6.3%

                       

Apache Corp.

            400,000        15,664,000   

CONSOL Energy Inc.

            900,000        8,820,000   

Devon Energy Corp.

            529,030        19,621,723   

Hess Corp.

            289,700        14,502,382   

Marathon Oil Corp.

            515,860        7,944,244   

Murphy USA Inc.

            325,000        17,858,750  

Occidental Petroleum Corp.

            275,760        18,241,524   

Total Oil, Gas & Consumable Fuels

                    102,652,623   

Total Energy

                    124,300,609   
Financials — 34.8%                        

Banks — 14.1%

                       

Citigroup Inc.

            1,240,930        61,562,537   

First Republic Bank

            418,250        26,253,552   

JPMorgan Chase & Co.

            1,000,280        60,987,072   

KeyCorp

            1,764,660        22,958,227   

Regions Financial Corp.

            2,841,634        25,603,122   

U.S. Bancorp

            781,860        32,064,079   

Total Banks

                    229,428,589   

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2015 Annual Report   11


Schedule of investments (cont’d)

September 30, 2015

 

ClearBridge All Cap Value Fund

 

Security             Shares     Value  

Capital Markets — 6.4%

                       

BlackRock Inc.

            102,370      $ 30,452,004   

Franklin Resources Inc.

            450,180        16,773,707   

Goldman Sachs Group Inc.

            243,590        42,326,198   

State Street Corp.

            225,002        15,122,384   

Total Capital Markets

                    104,674,293   

Consumer Finance — 3.9%

                       

Discover Financial Services

            300,000        15,597,000   

Springleaf Holdings Inc.

            480,000        20,985,600  

Synchrony Financial

            833,880        26,100,444  

Total Consumer Finance

                    62,683,044   

Insurance — 5.2%

                       

Allied World Assurance Co. Holdings AG

            1,170,674        44,684,626   

Axis Capital Holdings Ltd.

            743,990        39,967,143   

Total Insurance

                    84,651,769   

Real Estate Investment Trusts (REITs) — 4.1%

                       

American Homes 4 Rent, Class A Shares

            1,800,000        28,944,000   

Pebblebrook Hotel Trust

            568,735        20,161,656   

Weyerhaeuser Co.

            617,482        16,881,958   

Total Real Estate Investment Trusts (REITs)

                    65,987,614   

Real Estate Management & Development — 1.1%

                       

Jones Lang LaSalle Inc.

            128,830        18,521,889   

Total Financials

                    565,947,198   
Health Care — 11.6%                        

Pharmaceuticals — 11.6%

                       

GlaxoSmithKline PLC, ADR

            390,370        15,009,727   

Johnson & Johnson

            533,580        49,809,693   

Merck & Co. Inc.

            985,680        48,682,735   

Novartis AG, ADR

            619,110        56,908,591   

Teva Pharmaceutical Industries Ltd., ADR

            327,790        18,507,023   

Total Health Care

                    188,917,769   
Industrials — 11.7%                        

Aerospace & Defense — 7.1%

                       

Boeing Co.

            377,030        49,372,078   

Honeywell International Inc.

            357,810        33,881,029   

Raytheon Co.

            301,980        32,994,335   

Total Aerospace & Defense

                    116,247,442   

Airlines — 0.8%

                       

Alaska Air Group Inc.

            156,840        12,460,938   

 

See Notes to Financial Statements.

 

12    ClearBridge All Cap Value Fund 2015 Annual Report


ClearBridge All Cap Value Fund

 

Security             Shares     Value  

Construction & Engineering — 0.4%

                       

EMCOR Group Inc.

            145,642      $ 6,444,659   

Machinery — 2.7%

                       

Allison Transmission Holdings Inc.

            615,310        16,422,624   

Stanley Black & Decker Inc.

            275,900        26,756,782   

Total Machinery

                    43,179,406   

Trading Companies & Distributors — 0.7%

                       

United Rentals Inc.

            200,000        12,010,000   * 

Total Industrials

                    190,342,445   
Information Technology — 16.9%                        

Communications Equipment — 3.0%

                       

Cisco Systems Inc.

            1,230,890        32,310,863   

Telefonaktiebolaget LM Ericsson, ADR

            1,774,180        17,351,480   

Total Communications Equipment

                    49,662,343   

Internet Software & Services — 1.7%

                       

eBay Inc.

            500,000        12,220,000  

Yahoo! Inc.

            552,820        15,982,026  

Total Internet Software & Services

                    28,202,026   

IT Services — 0.7%

                       

PayPal Holdings Inc.

            342,300        10,624,992   * 

Semiconductors & Semiconductor Equipment — 4.8%

                       

Applied Materials Inc.

            802,710        11,791,810   

KLA-Tencor Corp.

            284,180        14,209,000   

Teradyne Inc.

            1,140,510        20,540,585   

Texas Instruments Inc.

            484,130        23,974,117   

Veeco Instruments Inc.

            393,470        8,070,070  

Total Semiconductors & Semiconductor Equipment

                    78,585,582   

Software — 5.7%

                       

Microsoft Corp.

            1,000,000        44,260,000   

Oracle Corp.

            930,000        33,591,600   

Symantec Corp.

            727,240        14,159,363   

Total Software

                    92,010,963   

Technology Hardware, Storage & Peripherals — 1.0%

                       

Samsung Electronics Co., Ltd., GDR

            33,300        15,763,044  (a)(b) 

Total Information Technology

                    274,848,950   
Materials — 2.2%                        

Chemicals — 0.9%

                       

E.I. du Pont de Nemours & Co.

            313,590        15,115,038   

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2015 Annual Report   13


Schedule of investments (cont’d)

September 30, 2015

 

ClearBridge All Cap Value Fund

 

Security               Shares     Value  

Metals & Mining — 1.3%

                           

Nucor Corp.

                550,820      $ 20,683,291   

Total Materials

                        35,798,329   
Telecommunication Services — 1.3%                            

Diversified Telecommunication Services — 1.3%

                           

AT&T Inc.

                660,070        21,505,081   
Utilities — 2.7%                            

Independent Power and Renewable Electricity Producers — 2.7%

  

                   

AES Corp.

                2,100,000        20,559,000   

Calpine Corp.

                1,600,000        23,360,000  

Total Utilities

                        43,919,000   

Total Investments before Short-Term Investments (Cost — $1,162,938,085)

  

    1,621,407,751   
     Rate                     
Short-Term Investments — 0.1%                            

State Street Institutional Liquid Reserves Fund, Premier Class
(Cost — $1,535,510)

    0.125         1,535,510        1,535,510   

Total Investments — 99.7% (Cost — $1,164,473,595#)

                        1,622,943,261   

Other Assets in Excess of Liabilities — 0.3%

                        4,431,007   

Total Net Assets — 100.0%

                      $ 1,627,374,268   

 

* 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) 

Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted.

 

# Aggregate cost for federal income tax purposes is $1,165,912,207.

 

Abbreviations used in this schedule:

ADR   — American Depositary Receipts
GDR   — Global Depositary Receipts

 

See Notes to Financial Statements.

 

14    ClearBridge All Cap Value Fund 2015 Annual Report


Statement of assets and liabilities

September 30, 2015

 

Assets:         

Investments, at value (Cost — $1,164,473,595)

   $ 1,622,943,261   

Receivable for securities sold

     19,986,410   

Dividends and interest receivable

     3,500,827   

Receivable for Fund shares sold

     319,420   

Prepaid expenses

     81,666   

Total Assets

     1,646,831,584   
Liabilities:         

Payable for securities purchased

     15,370,390   

Payable for Fund shares repurchased

     1,148,974   

Investment management fee payable

     1,023,214   

Service and/or distribution fees payable

     471,553   

Trustees’ fees payable

     133,908   

Accrued expenses

     1,309,277   

Total Liabilities

     19,457,316   
Total Net Assets    $ 1,627,374,268   
Net Assets:         

Par value (Note 7)

   $ 1,153   

Paid-in capital in excess of par value

     1,092,164,562   

Undistributed net investment income

     16,472,420   

Accumulated net realized gain on investments and foreign currency transactions

     60,266,467   

Net unrealized appreciation on investments

     458,469,666   
Total Net Assets    $ 1,627,374,268   
Net Assets:         

Class A

     $1,391,397,028   

Class B

     $54,540,559   

Class C

     $155,044,557   

Class I

     $26,392,124   
Shares Outstanding:         

Class A

     97,200,223   

Class B

     4,277,605   

Class C

     12,027,057   

Class I

     1,763,741   
Net Asset Value:         

Class A (and redemption price)

     $14.31   

Class B*

     $12.75   

Class C*

     $12.89   

Class I (and redemption price)

     $14.96   
Maximum Public Offering Price Per Share:         

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

     $15.18   

 

* Redemption price per share is NAV of Class B and Class C shares reduced by a 5.00% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase payment (See Note 2).

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2015 Annual Report   15


Statement of operations

For the Year Ended September 30, 2015

 

Investment Income:         

Dividends

   $ 47,396,454   

Interest

     5,914   

Less: Foreign taxes withheld

     (539,982)   

Total Investment Income

     46,862,386   
Expenses:         

Investment management fee (Note 2)

     14,020,665   

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

     6,632,413   

Transfer agent fees (Note 5)

     4,769,879   

Fund accounting fees

     153,793   

Trustees’ fees

     131,483   

Shareholder reports

     97,832   

Registration fees

     93,680   

Legal fees

     43,302   

Audit and tax fees

     39,580   

Insurance

     31,370   

Custody fees

     16,474   

Miscellaneous expenses

     20,622   

Total Expenses

     26,051,093   

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

     (527)   

Net Expenses

     26,050,566   
Net Investment Income      20,811,820   
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency
Transactions (Notes 1 and 3):
        

Net Realized Gain (Loss) From:

        

Investment transactions

     70,422,969   

Foreign currency transactions

     (8,569)   

Net Realized Gain

     70,414,400   

Change in Net Unrealized Appreciation (Depreciation) from Investments

     (241,638,778)   
Net Loss on Investments and Foreign Currency Transactions      (171,224,378)   
Decrease in Net Assets from Operations    $ (150,412,558)   

 

See Notes to Financial Statements.

 

16    ClearBridge All Cap Value Fund 2015 Annual Report


Statements of changes in net assets

 

 

For the Years Ended September 30,    2015      2014  
Operations:                  

Net investment income

   $ 20,811,820       $ 44,260,046   

Net realized gain

     70,414,400         133,986,092   

Change in net unrealized appreciation (depreciation)

     (241,638,778)         80,485,527   

Increase (Decrease) in Net Assets from Operations

     (150,412,558)         258,731,665   
Distributions to Shareholders From (Notes 1 and 6):                  

Net investment income

     (47,000,087)         (12,000,156)   

Net realized gains

     (142,305,304)         (178,834,187)   

Decrease in Net Assets from Distributions to Shareholders

     (189,305,391)         (190,834,343)   
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     106,290,919         135,393,402   

Reinvestment of distributions

     185,984,262         187,678,738   

Cost of shares repurchased

     (287,005,457)         (319,542,918)   

Increase in Net Assets from Fund Share Transactions

     5,269,724         3,529,222   

Increase (Decrease) in Net Assets

     (334,448,225)         71,426,544   
Net Assets:                  

Beginning of year

     1,961,822,493         1,890,395,949   

End of year*

   $ 1,627,374,268       $ 1,961,822,493   

*Includes undistributed net investment income of:

     $16,472,420         $42,670,337   

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2015 Annual Report   17


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class A Shares1   2015     2014     2013     2012     2011  
Net asset value, beginning of year     $17.33        $16.81        $14.26        $11.24        $12.19   
Income (loss) from operations:          

Net investment income

    0.20        0.40        0.16        0.13        0.08   

Net realized and unrealized gain (loss)

    (1.52)        1.84        2.85        2.98        (0.87)   

Total income (loss) from operations

    (1.32)        2.24        3.01        3.11        (0.79)   
Less distributions from:          

Net investment income

    (0.44)        (0.13)        (0.15)        (0.09)        (0.16)   

Net realized gains

    (1.26)        (1.59)        (0.31)                 

Total distributions

    (1.70)        (1.72)        (0.46)        (0.09)        (0.16)   
Net asset value, end of year     $14.31        $17.33        $16.81        $14.26        $11.24   

Total return2

    (8.55)     14.35     21.73     27.80     (6.72)
Net assets, end of year (millions)     $1,391        $1,641        $1,523        $1,365        $1,193   
Ratios to average net assets:          

Gross expenses

    1.27     1.29     1.34     1.39     1.34

Net expenses

    1.27        1.29        1.34        1.39        1.34   

Net investment income

    1.20        2.39        1.03        0.98        0.61   
Portfolio turnover rate     21     12     23     15     15

 

1 

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

 

2 

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

 

See Notes to Financial Statements.

 

18    ClearBridge All Cap Value Fund 2015 Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class B Shares1   2015     2014     2013     2012     2011  
Net asset value, beginning of year     $15.55        $15.29        $13.00        $10.27        $11.24   
Income (loss) from operations:          

Net investment income (loss)

    0.01        0.20        (0.00) 2      (0.01)        (0.05)   

Net realized and unrealized gain (loss)

    (1.35)        1.65        2.60        2.74        (0.80)   

Total income (loss) from operations

    (1.34)        1.85        2.60        2.73        (0.85)   
Less distributions from:          

Net investment income

    (0.20)                             (0.12)   

Net realized gains

    (1.26)        (1.59)        (0.31)                 

Total distributions

    (1.46)        (1.59)        (0.31)               (0.12)   
Net asset value, end of year     $12.75        $15.55        $15.29        $13.00        $10.27   

Total return3

    (9.54)     13.06     20.46     26.58     (7.73)
Net assets, end of year (millions)     $55        $97        $143        $172        $204   
Ratios to average net assets:          

Gross expenses

    2.43     2.40     2.40     2.43     2.37

Net expenses

    2.43        2.40        2.40        2.43        2.37   

Net investment income (loss)

    0.07        1.33        (0.03)        (0.06)        (0.44)   
Portfolio turnover rate     21     12     23     15     15

 

1 

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

 

2 

Amount represents less than $0.005 per share.

 

3 

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

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2015 Annual Report   19


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class C Shares1   2015     2014     2013     2012     2011  
Net asset value, beginning of year     $15.76        $15.44        $13.14        $10.35        $11.29   
Income (loss) from operations:          

Net investment income

    0.08        0.26        0.06        0.05        0.00 2 

Net realized and unrealized gain (loss)

    (1.36)        1.68        2.62        2.76        (0.81)   

Total income (loss) from operations

    (1.28)        1.94        2.68        2.81        (0.81)   
Less distributions from:          

Net investment income

    (0.33)        (0.03)        (0.07)        (0.02)        (0.13)   

Net realized gains

    (1.26)        (1.59)        (0.31)                 

Total distributions

    (1.59)        (1.62)        (0.38)        (0.02)        (0.13)   
Net asset value, end of year     $12.89        $15.76        $15.44        $13.14        $10.35   

Total return3

    (9.13)     13.58     20.96     27.15     (7.41)
Net assets, end of year (millions)     $155        $198        $204        $201        $201   
Ratios to average net assets:          

Gross expenses

    1.95     1.98     1.95     1.98     1.97

Net expenses4

    1.95        1.98        1.95        1.98        1.97   

Net investment income (loss)

    0.53        1.70        0.42        0.40        (0.03)   
Portfolio turnover rate     21     12     23     15     15

 

1 

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

 

2 

Amount represents less than $0.005 per share

 

3 

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

 

4 

As a result of an expense limitation arrangement, effective August 3, 2015, the ratio of expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class C shares did not exceed 2.00%. This expense limitation arrangement cannot be terminated prior to December 31, 2016 without the Board of Trustees’ consent.

 

See Notes to Financial Statements.

 

20    ClearBridge All Cap Value Fund 2015 Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class I Shares1   2015     2014     2013     2012     2011  
Net asset value, beginning of year     $18.04        $17.44        $14.79        $11.64        $12.60   
Income (loss) from operations:          

Net investment income

    0.28        0.48        0.24        0.21        0.15   

Net realized and unrealized gain (loss)

    (1.59)        1.91        2.94        3.09        (0.91)   

Total income (loss) from operations

    (1.31)        2.39        3.18        3.30        (0.76)   
Less distributions from:          

Net investment income

    (0.51)        (0.20)        (0.22)        (0.15)        (0.20)   

Net realized gains

    (1.26)        (1.59)        (0.31)                 

Total distributions

    (1.77)        (1.79)        (0.53)        (0.15)        (0.20)   
Net asset value, end of year     $14.96        $18.04        $17.44        $14.79        $11.64   

Total return2

    (8.16)     14.77     22.24     28.54     (6.30)
Net assets, end of year (millions)     $26        $26        $20        $17        $14   
Ratios to average net assets:          

Gross expenses

    0.86     0.90     0.90     0.90     0.89

Net expenses3

    0.86 4      0.90        0.89 4      0.90        0.88 4 

Net investment income

    1.63        2.75        1.47        1.47        1.10   
Portfolio turnover rate     21     12     23     15     15

 

1 

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

 

2 

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

 

3 

As a result of an expense limitation arrangement, effective August 3, 2015, the ratio of expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 0.90%. This expense limitation arrangement cannot be terminated prior to December 31, 2016 without the Board of Trustees’ consent. Prior to August 3, 2015, the expense limitation was 1.00%.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

ClearBridge All Cap Value Fund 2015 Annual Report   21


Notes to financial statements

 

1. Organization and significant accounting policies

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

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

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

The Board of Trustees is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North Atlantic Fund Valuation Committee (formerly, Legg Mason North American Fund Valuation Committee) (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the

 

22    ClearBridge All Cap Value Fund 2015 Annual Report


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

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

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

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

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

 

 

Level 1 — quoted prices in active markets for identical investments

 

 

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

 

 

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

 

ClearBridge All Cap Value Fund 2015 Annual Report   23


Notes to financial statements (cont’d)

 

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

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

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Common stocks†:                                

Consumer staples

         $ 37,547,978             $ 37,547,978   

Information technology

  $ 259,085,906        15,763,044               274,848,950   

Other common stocks

    1,309,010,823                      1,309,010,823   
Total long-term investments   $ 1,568,096,729      $ 53,311,022             $ 1,621,407,751   
Short-term investments†     1,535,510                      1,535,510   
Total investments   $ 1,569,632,239      $ 53,311,022             $ 1,622,943,261   

 

See Schedule of Investments for additional detailed categorizations.

For the year ended September 30, 2015, 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 the reporting period. At September 30, 2015, securities valued at $53,311,022 were classified as 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 subadviser 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.

 

24    ClearBridge All Cap Value Fund 2015 Annual Report


(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.

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

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

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

(d) 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.

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

 

ClearBridge All Cap Value Fund 2015 Annual Report   25


Notes to financial statements (cont’d)

 

(f) 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. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(g) 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.

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

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

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

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of September 30, 2015, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

(k) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These

 

26    ClearBridge All Cap Value Fund 2015 Annual Report


reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:

 

        Undistributed Net
Investment Income
       Accumulated Net
Realized Gain
 
(a)      $ (9,650)         $ 9,650   

 

(a) 

Reclassifications are due to foreign currency transactions treated as ordinary income for tax purposes and book/tax differences in the treatment of distributions.

2. Investment management agreement and other transactions with affiliates

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

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

 

Average Daily Net Assets      Annual Rate  
First $1.5 billion        0.75
Next $0.5 billion        0.70   
Next $0.5 billion        0.65   
Next $1.0 billion        0.60   
Over $3.5 billion        0.50   

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

As a result of expense limitation arrangements between the Fund and LMPFA, effective August 3, 2015, the ratio of expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class C shares and Class I shares did not exceed 2.00% and 0.90%, respectively. These expense limitation arrangements cannot be terminated prior to December 31, 2016 without the Board of Trustees’ consent. Prior to August 3, 2015, as a result of an expense limitation arrangement between the Fund and LMPFA, the ratio of expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 1.00%. In addition, total annual fund operating expenses for Class IS shares did not exceed the total annual fund operating expenses for Class I shares.

During the year ended September 30, 2015, fees waived and/or expenses reimbursed amounted to $527.

 

ClearBridge All Cap Value Fund 2015 Annual Report   27


Notes to financial statements (cont’d)

 

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

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

There is a maximum initial sales charge of 5.75% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which applies if redemption occurs within 12 months from purchase payment. This CDSC declines by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended September 30, 2015, LMIS and its affiliates retained sales charges of $308,895 on sales of the Fund’s Class A shares. In addition, for the year ended September 30, 2015, CDSCs paid to LMIS and its affiliates were:

 

        Class A        Class B        Class C  
CDSCs      $ 1,316         $ 16,198         $ 1,562   

The Fund had adopted an unfunded, non-qualified deferred compensation plan (the “Plan”) which allowed non-interested trustees (“Independent Trustees”) to defer the receipt of all or a portion of their fees earned until a later date specified by the Independent Trustees. The deferred balances are reported in the Statement of Assets and Liabilities under Trustees’ fees payable 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 had no effect on fees previously deferred. As of September 30, 2015, the Fund had accrued $115,978 as deferred compensation payable.

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

3. Investments

During the year ended September 30, 2015, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 396,742,794   
Sales        540,129,262   

 

28    ClearBridge All Cap Value Fund 2015 Annual Report


At September 30, 2015, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation      $ 546,668,834   
Gross unrealized depreciation        (89,637,780)   
Net unrealized appreciation      $ 457,031,054   

4. Derivative instruments and hedging activities

During the year ended September 30, 2015, the Fund did not invest in derivative instruments.

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

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

For the year ended September 30, 2015, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class A      $ 4,009,688         $ 3,908,605   
Class B        773,896           506,718   
Class C        1,848,829           327,359   
Class I                  27,195   
Class IS*                  2   
Total      $ 6,632,413         $ 4,769,879   

 

* On November 7, 2014, Class IS shares were fully redeemed.

For the year ended September 30, 2015, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class A          
Class B          
Class C          
Class I      $ 526   
Class IS*        1   
Total      $ 527   

 

* On November 7, 2014, Class IS shares were fully redeemed.

 

ClearBridge All Cap Value Fund 2015 Annual Report   29


Notes to financial statements (cont’d)

 

6. Distributions to shareholders by class

 

        Year Ended
September 30, 2015
       Year Ended
September 30, 2014
 
Net Investment Income:                      
Class A      $ 41,007,222         $ 11,349,318   
Class B        1,152,128             
Class C        3,986,812           410,145   
Class I        853,925           240,693   
Class IS*                  † 
Total      $ 47,000,087         $ 12,000,156   
Net Realized Gains:                      
Class A      $ 117,755,403         $ 142,417,047   
Class B        7,094,103           14,088,555   
Class C        15,346,496           20,402,371   
Class I        2,109,302           1,926,214   
Class IS*                  † 
Total      $ 142,305,304         $ 178,834,187   

 

* On November 7, 2014, Class IS shares were fully redeemed.

 

For the period February 21, 2014 (inception date) to September 30, 2014.

7. Shares of beneficial interest

At September 30, 2015, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

     Year Ended
September 30, 2015
     Year Ended
September 30, 2014
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      5,452,573       $ 88,575,940         7,043,382       $ 118,630,448   
Shares issued on reinvestment      9,882,419         156,242,382         9,612,256         151,489,164   
Shares repurchased      (12,836,630)         (208,086,801)         (12,568,157)         (212,042,391)   
Net increase      2,498,362       $ 36,731,521         4,087,481       $ 58,077,221   
Class B                                    
Shares sold      9,366       $ 140,485         12,136       $ 183,200   
Shares issued on reinvestment      578,676         8,217,199         984,159         14,043,950   
Shares repurchased      (2,545,914)         (37,123,134)         (4,143,553)         (62,963,988)   
Net decrease      (1,957,872)       $ (28,765,450)         (3,147,258)       $ (48,736,838)   

 

30    ClearBridge All Cap Value Fund 2015 Annual Report


     Year Ended
September 30, 2015
     Year Ended
September 30, 2014
 
      Shares      Amount      Shares      Amount  
Class C                                    
Shares sold      251,339       $ 3,697,460         355,271       $ 5,448,331   
Shares issued on reinvestment      1,317,386         18,852,186         1,404,575         20,253,964   
Shares repurchased      (2,088,207)         (30,708,378)         (2,391,582)         (36,702,339)   
Net decrease      (519,482)       $ (8,158,732)         (631,736)       $ (11,000,044)   
Class I                                    
Shares sold      806,722       $ 13,870,351         630,716       $ 11,125,128   
Shares issued on reinvestment      162,264         2,672,495         115,627         1,891,660   
Shares repurchased      (663,275)         (11,076,840)         (448,914)         (7,830,958)   
Net increase      305,711       $ 5,466,006         297,429       $ 5,185,830   
Class IS*                                    
Shares sold      381       $ 6,683         360 †     $ 6,295 † 
Shares issued on reinvestment                      †       † 
Shares repurchased      (559)         (10,304)         (182) †       (3,242) † 
Net increase (decrease)      (178)       $ (3,621)         178 †     $ 3,053 † 

 

* On November 7, 2014, Class IS shares were fully redeemed.

 

For the period February 21, 2014 (inception date) to September 30, 2014.

8. Income tax information and distributions to shareholders

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

 

        2015        2014  
Distributions paid from:                      
Ordinary income      $ 47,908,741         $ 12,000,156   
Net long-term capital gains        141,396,650           178,834,187   
Total distributions paid      $ 189,305,391         $ 190,834,343   

As of September 30, 2015, the components of accumulated earnings (losses) on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 15,780,180   
Undistributed long-term capital gains — net        62,436,500   
Total undistributed earnings      $ 78,216,680   
Other book/tax temporary differences(a)        (39,181)   
Unrealized appreciation (depreciation)(b)        457,031,054   
Total accumulated earnings (losses) — net      $ 535,208,553   

 

(a) 

Other book/tax temporary differences are attributable to book/tax differences in the treatment of distributions from real estate investment trusts 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 to the tax deferral of losses on wash sales.

 

ClearBridge All Cap Value Fund 2015 Annual Report   31


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 of ClearBridge All Cap Value Fund (the “Fund”), a series of Legg Mason Partners Equity Trust, including the schedule of investments, as of September 30, 2015, 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 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 September 30, 2015, by correspondence with the custodian and broker or by other appropriate auditing procedures. 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 ClearBridge All Cap Value Fund as of September 30, 2015 , 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 in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

November 17, 2015

 

32    ClearBridge All Cap Value Fund 2015 Annual Report


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of ClearBridge All Cap Value Fund (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Trustees and officers of the Fund is set forth below.

The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Fund at 1-877-721-1926.

 

Independent Trustees†
Paul R. Ades
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during past five years   Paul R. Ades, PLLC (law firm) (since 2000)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None
Andrew L. Breech
Year of birth   1952
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during past five years   President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None
Dwight B. Crane
Year of birth   1937
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1981
Principal occupation(s) during past five years   Professor Emeritus, Harvard Business School (since 2007); formerly, Professor, Harvard Business School (1969 to 2007); Independent Consultant (since 1969)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None

 

ClearBridge All Cap Value Fund   33


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Independent Trustees cont’d
Althea L. Duersten
Year of birth   1951
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2014
Principal occupation(s) during past five years   Retired (since 2011); formerly, Chief Investment Officer, North America, JPMorgan Chase (investment bank) and member of JPMorgan Executive Committee (1993 to 2011)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None
Frank G. Hubbard
Year of birth   1937
Position(s) with Trust   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 funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None
Howard J. Johnson
Year of birth   1938
Position(s) with Trust   Trustee and Chairman
Term of office1 and length of time served2   From 1981 to 1998 and since 2000 (Chairman since 2013)
Principal occupation(s) during past five years   Chief Executive Officer, Genesis Imaging LLC (technology company) (since 2003)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None
Jerome H. Miller
Year of birth   1938
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1995
Principal occupation(s) during past five years   Retired
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None

 

34    ClearBridge All Cap Value Fund


 

Independent Trustees cont’d
Ken Miller
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during past five years   Retired; formerly, President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (1963 to 2012)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   None
John J. Murphy
Year of birth   1944
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during past five years   Founder and Senior Principal, Murphy Capital Management (investment management) (since 1983)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   Trustee, UBS Funds (35 funds) (since 2008); Trustee, Consulting Group Capital Markets Funds (11 funds) (since 2002); Director, Fort Dearborn Income Securities, Inc. (since 2013); formerly, Director, Nicholas Applegate Institutional Funds (12 funds) (2005 to 2010)
Thomas F. Schlafly
Year of birth   1948
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during past five years   Chairman, The Saint Louis Brewery, LLC (brewery) (since 2012); formerly, President, The Saint Louis Brewery, Inc. (1989 to 2012); Partner, Thompson Coburn LLP (law firm) (since 2009); formerly, Of Counsel, Husch Blackwell Sanders LLP (law firm) and its predecessor firms (1984 to 2009)
Number of funds in fund complex overseen by Trustee   40
Other board memberships held by Trustee during past five years   Director, Citizens National Bank of Greater St. Louis (since 2006)

 

ClearBridge All Cap Value Fund   35


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Interested Trustee and Officer
Jane Trust3  
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during past five years   Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2015); Officer and/or Trustee/Director of 156 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); formerly, Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); formerly, Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of funds in fund complex overseen by Trustee   147
Other board memberships held by Trustee during past five years   None
 
Additional Officers    

Ted P. Becker

Legg Mason

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

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

Susan Kerr

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

 
Year of birth   1949
Position(s) with Trust   Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during past five years   Assistant Vice President of Legg Mason & Co. and Legg Mason Investor Services, LLC (“LMIS”) (since 2010); Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer of LMIS (since 2012); Senior Compliance Officer of LMIS (since 2011); formerly, AML Consultant, DTCC (2010); formerly, AML Consultant, Rabobank Netherlands, (2009); formerly, First Vice President, Director of Marketing & Advertising Compliance and Manager of Communications Review Group at Citigroup Inc. (1996 to 2008)

 

36    ClearBridge All Cap Value Fund


 

Additional Officers cont’d    

Vanessa A. Williams

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

 
Year of birth   1979
Position(s) with Trust   Identity Theft Prevention Officer
Term of office1 and length of time served2   Since 2011
Principal occupation(s) during past five years   Vice President of Legg Mason & Co. (since 2012); Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly, Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (2011 to 2013); formerly, Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance Analyst of Legg Mason & Co. (2006 to 2008) and Legg Mason & Co. predecessors (prior to 2006)

Robert I. Frenkel

Legg Mason

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

Year of birth   1954
Position(s) with Trust   Secretary and Chief Legal Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during past five years   Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

Thomas C. Mandia

Legg Mason

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

 
Year of birth   1962
Position(s) with Trust   Assistant Secretary
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during past five years   Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers)

 

ClearBridge All Cap Value Fund   37


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers cont’d    

Richard F. Sennett

Legg Mason

100 International Drive, 7th Floor, Baltimore, MD 21202

 
Year of birth   1970
Position(s) with Trust   Principal Financial Officer
Term of office1 and length of time served2   Since 2011
Principal occupation(s) during past five years   Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)

Christopher Berarducci

Legg Mason

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

 
Year of birth   1974
Position(s) with Trust   Treasurer
Term of office1 and length of time served2   Since 2014
Principal occupation(s) during past five years   Director of Legg Mason & Co. (since 2015); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2010); formerly, Vice President of Legg Mason & Co. (2011 to 2015); formerly, Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)

Jeanne M. Kelly

Legg Mason

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

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

 

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

 

1 

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

 

2 

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

 

3 

Effective June 1, 2015, Ms. Trust became a Trustee. In addition, Ms. Trust is an “interested person” of the Fund, as defined in the 1940 Act, because of her position with LMPFA and/or certain of its affiliates.

 

38    ClearBridge All Cap Value Fund


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended September 30, 2015:

 

Record date:        12/10/2014   
Payable date:        12/11/2014   
Ordinary income:           

Qualified dividend income for individuals

       100.00

Dividends qualifying for the dividends

          

received deduction for corporations

       73.50
Long-term capital gain dividend        $1.252670   

Please retain this information for your records.

 

ClearBridge All Cap Value Fund   39


ClearBridge

All Cap Value Fund

 

Trustees

Paul R. Ades

Andrew L. Breech

Dwight B. Crane

Althea L. Duersten

Frank G. Hubbard

Howard J. Johnson

Chairman

Jerome H. Miller

Ken Miller

John J. Murphy

Thomas F. Schlafly

Jane Trust*

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

ClearBridge Investments, LLC

Distributor

Legg Mason Investor Services, LLC

Custodian

State Street Bank and Trust Company

Transfer agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

KPMG LLP

345 Park Avenue

New York, NY 10154

 

* Effective June 1, 2015, Ms. Trust became a Trustee, President and Chief Executive Officer.

 

ClearBridge All Cap Value Fund

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

ClearBridge All Cap Value Fund

Legg Mason Funds

620 Eighth Avenue, 49th Floor

New York, NY 10018

 

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

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-721-1926, (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 shareholders of ClearBridge All Cap Value 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

© 2015 Legg Mason Investors Services, LLC

Member FINRA, SIPC


Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

 

Personal information included on applications or other forms;

 

 

Account balances, transactions, and mutual fund holdings and positions;

 

 

Online account access user IDs, passwords, security challenge question responses; and

 

 

Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

How the Funds Use Nonpublic Personal Information About You

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

 

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators;

 

 

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds;

 

 

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

 

 

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

 

NOT PART OF THE ANNUAL REPORT


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

 

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

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

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

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

 

NOT PART OF THE ANNUAL REPORT


www.leggmason.com/individualinvestors

© 2015 Legg Mason Investor Services, LLC Member FINRA, SIPC

FD0283 11/15 SR15-2618


ITEM 2. CODE OF ETHICS.

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

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees of the registrant has determined that Andrew L. Breech 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 Andrew L. Breech as the Audit Committee’s financial expert. Andrew L. Breech is an “independent” Trustees pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending September 30, 2014 and September 30, 2015 (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 $187,500 in 2014 and $186,663 in 2015.

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 $4 in 2014 and $0 in 2015.

(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 $16,000 in 2014 and $36,780 in 2015. 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. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) and (c) of this Item 4 for the Legg Mason Partners Equity Trust.

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 100% for 2014 and 2015; Tax Fees were 100% and 100% for 2014 and 2015; and Other Fees were 100% and 100% for 2014 and 2015.

(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 2015.

(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

Frank G. Hubbard

Howard J. Johnson

Jerome H. Miller

Ken Miller

John J. Murphy

Thomas F. Schlafly

 

  b) Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

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

Not applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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

 

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


ITEM 12. EXHIBITS.

(a) (1) 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/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   November 24, 2015

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

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   November 24, 2015
By:  

/s/ Richard F. Sennett

  Richard F. Sennett
  Principal Financial Officer
Date:   November 24, 2015