N-CSR 1 d391277dncsr.htm CLEARBRIDGE AGGRESSIVE GROWTH FUND ClearBridge Aggressive Growth Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-06444

 

 

Legg Mason Partners Investment Trust

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

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

Date of fiscal year end: August 31

Date of reporting period: August 31, 2022

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   August 31, 2022

CLEARBRIDGE

AGGRESSIVE GROWTH FUND

 

 

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Fund overview     1  
Fund at a glance     8  
Fund expenses     9  
Fund performance     11  
Schedule of investments     13  
Statement of assets and liabilities     16  
Statement of operations     18  
Statements of changes in net assets     19  
Financial highlights     20  
Notes to financial statements     26  
Report of independent registered public accounting firm     37  
Board approval of management and subadvisory agreements     38  
Statement regarding liquidity risk management program     44  
Additional information     46  
Important tax information     53  

Fund objective

The Fund seeks capital appreciation.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of ClearBridge Aggressive Growth Fund for the twelve-month reporting period ended August 31, 2022. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

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

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

September 30, 2022

 

 

II 

   ClearBridge Aggressive Growth Fund


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks capital appreciation. The Fund invests primarily in common stocks of companies we believe are experiencing, or will experience, growth in earnings exceeding the average rate of earnings growth of the companies which make up the S&P 500 Indexi. The Fund may invest in the securities of large, well-known companies offering prospects of long-term earnings growth. However, because higher earnings growth rates are often achieved by small to medium capitalization companies, a significant portion of the Fund’s assets may be invested in the securities of such companies. The Fund may invest up to 25% of its net assets (at the time of investment) in foreign securities.

We emphasize individual security selection while diversifying the Fund’s investments across industries, which may help to reduce risk. We focus primarily, but not exclusively, on emerging growth companies that have passed their “start-up” phase and show positive earnings and the prospect of achieving profit gains within two to three years after the Fund acquires their stocks. When evaluating an individual stock, we consider whether the company may benefit from:

 

 

New technologies, products or services

 

 

New cost reduction measures

 

 

Changes in management

 

 

Favorable changes in government regulations

With respect to portfolio construction, we believe in having a balanced approach with investments stratifying across a spectrum of growth. We expect the largest allocation in the portfolio to be invested in durable compounding growth companies, which feature annual revenue growth rates ranging from two times gross domestic product to up to 20% as well as healthy free cash flow generation. The second largest bucket of securities will be invested in rapidly growing disruptors, which generate revenue growth of approximately 20%+ through highly innovative business models disrupting existing markets or creating new ones. The remainder of the portfolio is a combination of holdings that we consider cyclical or improving growth companies. The latter are taking specific actions to enhance their growth profiles going forward, whether through a restructuring, business model change, new management team or more productive use of assets.

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

A. Soaring inflation and tightening liquidity sparked a bear market for equities, with the commencement of an interest rate hiking cycle by the Federal Reserve Board (the “Fed”) causing the Russell 3000 Indexii to surrender its early gains and finish the reporting period -13.28%. High-growth technology stocks bore the brunt of higher rates meant to counteract inflation. The Fund’s benchmark, the Russell 3000 Growth Indexiii, returned -19.44% for the fiscal year, underperforming the Russell 3000 Value Indexiv (-6.49%) by nearly 1,300 basis points.

 

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

1

 


Fund overview (cont’d)

 

Despite waves of COVID-19 periodically offering a bid to tech stocks that would benefit from a stay-at-home environment early in the reporting period, inflation worries led to a steepening yield curve, weighing on high-multiple growth stocks and supporting cyclicals1. Equities delivered a flattish third quarter of 2021 as already-challenging labor and supply shortages and broad-based inflationary pressures intensified, weighing on industrials and materials companies.

Robust corporate earnings, however, suggesting companies have largely been able to absorb inflationary pressures, led to strong gains in October. Much of those advances were erased, however, by the emergence of a new COVID-19 variant, Omicron, in late 2021. Omicron reminded investors that the pandemic will continue to impact markets and the global economy for the foreseeable future.

Volatility spiked to twelve-month highs in the first quarter as Russia’s invasion of Ukraine, combined with monetary tightening, stubbornly high inflation and lingering effects of the COVID-19 Omicron variant pressured equities. The S&P 500 Index and the NASDAQ Composite Indexv suffered corrections during the first two months of 2022 before paring losses. Growth stocks suffered the sharpest drawdowns. The correction tipped into a bear market in the second quarter of 2022 as the highest inflation prints in four decades forced the Fed’s hand, leading to rate hikes of 50 basis points in May and 75 basis points in June.

Equities surged in a bear market rally over the summer spurred by optimism that inflation would cool enough to allow the Fed to ease its tightening program. However , following a series of better-than-expected jobs reports and a jump in core inflation in August, the Fed officials communicated that they would continue to raise rates and maintain them at a restrictive level for an extended period. This latest rhetoric caused selling to resume through the end of the reporting period.

On a sector basis, energy (+73.87%) and consumer staples (+3.96%) were the only areas of the benchmark to deliver positive returns. Meanwhile, communication services (-41.37%), health care (-23.34%) and consumer discretionary (-20.07%) suffered the widest losses. Materials (-17.26%), information technology (“IT”) (-17.09%), financials (-16.61%) and industrials (-10.06%) held up better than the benchmark.

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

A. While the Fund underperformed the Russell 3000 Growth Index during the reporting period, we are encouraged by the portfolio’s resilience through the bear market that has characterized most of 2022. We attribute these results to stability of the highly free-cash-flow-generative and more moderately valued companies we target. We continue to see these types of durable compounders as the foundation of the portfolio, though we believe that complementary exposure to disruptors, which are generating rapid growth in revenues (20%+), as well as cyclical and improving growth companies, should position the Fund to perform well in a variety of market and economic environments.

 

 

 

1 

Cyclicals consists of the following industries: automotive, entertainment, gaming, home construction, lodging, retailers, restaurants, textiles and other consumer services.

 

 

2

    ClearBridge Aggressive Growth Fund 2022 Annual Report


 

One of the key outcomes of our active repositioning over the last fifteen months has been an increase in the portfolio’s overall growth rate, as measured by forward revenue and earnings per share growth, both on an absolute basis and compared to the benchmark. We have achieved this higher, long-term growth profile by taking a disciplined approach in rotating some of the portfolio into faster-growing disruptors. We have also worked to broaden out the Fund’s industry exposures to further diversify the portfolio, establishing positions in the consumer discretionary and consumer staples sectors which the Fund has avoided in the recent past.

We view being able to outperform during the market correction, while simultaneously improving the Fund’s participation in strong growth rallies, as an early testament to recent changes and the Fund’s more formalized approach to portfolio construction, though we believe the performance of the Fund should be measured over a longer time frame.

Heightened levels of volatility provided opportunities to purchase shares in growth companies on our watchlist, as well as add to existing positions at attractive levels. The Fund’s largest purchases occurred in the IT sector, where we added disruptive software companies CrowdStrike Holdings and Snowflake. CrowdStrike, a leading cybersecurity company focused on next-generation endpoint protection, is a key beneficiary of the rise in security threats for enterprises globally. We see a long runway for growth ahead as it continues to take share in the large and growing market for endpoint security and consolidate even larger portions of the security market. Snowflake operates a cloud-based data platform for small and

medium-sized businesses and enterprise customers. The company is a key beneficiary of software spending moving to the cloud, as well as the increasing strategic importance of data.

Health care, which was our second largest overweight compared to the benchmark at period’s end, was another area where we continued to expand and upgrade the portfolio. Here we added Charles River Laboratories, a durable compounder that addresses a large and growing drug discovery market driven by strong growth in research & development/ biologics manufacturing and increased outsourcing. We also see the company as well positioned to benefit from rapid growth in cell and gene therapies. Other additions included disruptive growth names Doximity, which operates the largest professional social network for physicians and has a long runway for growth within their core addressable market for medical professional marketing, hiring, and telehealth solutions; as well as Insulet, a leading provider of insulin pumps for diabetes patients and currently the only meaningful manufacturer of patch pumps in a diabetes market with low penetration.

During times of volatility, we also make efforts to manage risk and protect investor capital. This can involve trimming back or selling stocks with near-term risks or lack of visibility, as well as managing tax implications for the Fund by selectively booking losses to offset embedded capital gains.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

3

 


Fund overview (cont’d)

 

As fear continues to rise in the markets, owning industry leaders with balance sheet strength and flexibility is essential. Sturdy businesses with tailwinds have seen their share prices correct along with more speculative companies and a recession is becoming the consensus view. After the sharp correction, we feel we are getting closer to levels for stock prices and sentiment where risk/reward becomes asymmetric to the upside. We believe a pickup in merger & acquisition activity would be an early signal that undervalued assets are becoming monetized. The collapse of growth valuations has been painful but establishes a strong base for long-term investors like us who are able to look out five to ten years.

Performance review

For the twelve months ended August 31, 2022, Class A shares of ClearBridge Aggressive Growth Fund, excluding sales charges, returned -25.33%. The Fund’s unmanaged benchmark, the Russell 3000 Growth Index, returned -19.44% for the same period. The Lipper Multi-Cap Core Funds Category Averagevi returned -13.95% over the same time frame.

 

Performance Snapshot as of August 31, 2022
(unaudited)
 
(excluding sales charges)   6 months     12 months  
ClearBridge Aggressive Growth Fund:    

Class A

    -13.39     -25.33

Class C

    -13.70     -25.84

Class FI

    -13.45     -25.42

Class R

    -13.51     -25.57

Class I

    -13.24     -25.09

Class IS

    -13.19     -25.00
Russell 3000 Growth Index     -12.16     -19.44
Lipper Multi-Cap Core Funds Category Average     -9.40     -13.95

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

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.

 

 

4

    ClearBridge Aggressive Growth Fund 2022 Annual Report


 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated December 29, 2021, the gross total annual fund operating expense ratios for Class A, Class C, Class FI, Class R, Class I and Class IS shares were 1.11%, 1.84%, 1.15%, 1.44%, 0.82% and 0.74%, 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. Relative to the benchmark Russell 3000 Growth Index, overall stock selection had a positive impact on performance. In particular, stock selection in the Fund’s holdings in the health care and communication services sectors contributed to results.

In terms of individual Fund holdings, leading contributors to performance for the reporting period included positions in Vertex Pharmaceuticals and UnitedHealth Group in the health care sector, Wolfspeed and Snowflake in the IT sector and World Wrestling Entertainment in the communication services sector.

Q. What were the leading detractors from performance?

A. On an absolute basis, the Fund’s positions in all nine sectors in which it was invested (out of eleven sectors in total) detracted from performance for the reporting period. The greatest detractors from absolute returns came from the Fund’s holdings in the communication services and IT sectors.

Relative to the benchmark index, overall sector allocation detracted from performance. Specifically, overweights to the communication services and health care sectors, an underweight to the consumer staples sector and stock selection in the IT and industrials sectors hurt results during the reporting period.

In terms of individual Fund holdings, leading detractors from performance for the reporting period included positions in Comcast, Meta Platforms and Twitter in the communication services sector, DocuSign in the IT sector and Biogen in the health care sector.

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

A. Our activity over the last twelve months has put us in the later innings of the overall portfolio transition that we embarked on in early 2021. During the reporting period, we initiated eight new positions that continue to be held in the portfolio while eliminating twelve others. The result of the repositioning is a more balanced and diversified portfolio of companies with a stronger growth profile while maintaining a valuation discount as compared to the benchmark.

Over the course of the reporting period, we established new positions in CrowdStrike Holdings and Snowflake in the IT sector, Charles River Laboratories, Insulet and Doximity in the health care sector, Etsy and Airbnb in the consumer discretionary sector as well as

 

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

5

 


Fund overview (cont’d)

 

Diageo in the consumer staples sector. The largest sales included Amgen in the health care sector, Citrix Systems, Cerence and Nuance Communications in the IT sector as well as Liberty Media Sirius XM in the communication services sector.

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

Sincerely,

 

LOGO

Evan Bauman

Portfolio Manager

ClearBridge Investments, LLC

 

LOGO

Aram Green

Portfolio Manager

ClearBridge Investments, LLC

September 19, 2022

 

RISKS: Equity securities are subject to market and price fluctuations. The Fund may invest a significant portion of its assets in small- and mid-cap companies, which may be more volatile than an investment that focuses only on large-cap companies. The Fund may focus its investments in certain companies, industries or market sectors, increasing its vulnerability to market volatility. Foreign securities are subject to certain risks of overseas investing, including currency fluctuations and social, political and economic uncertainties, which could result in significant market fluctuations. These risks are magnified in emerging markets. Emerging market countries tend to have economic, political and legal systems that are less developed and are less stable than those of more developed countries. 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 August 31, 2022 and are subject to change and may not be representative of the portfolio managers’ current or future investments. The Fund’s top ten holdings (as a percentage of net assets) as of August 31, 2022 were: UnitedHealth Group Inc. (8.5%), Vertex Pharmaceuticals Inc. (8.0%), TE Connectivity Ltd. (7.1%), Broadcom Inc. (6.9%), Wolfspeed Inc. (6.3%), Comcast Corp., Class A Shares (6.2%), Autodesk Inc. (4.8%), L3Harris Technologies Inc. (3.8%), CrowdStrike Holdings Inc., Class A Shares (3.4%) and Johnson Controls International PLC (3.0%). Please refer to pages 13 through 15 for a list and percentage breakdown of the Fund’s holdings.

 

 

6

    ClearBridge Aggressive Growth Fund 2022 Annual Report


 

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of August 31, 2022 were: information technology (38.2%), health care (27.6%), communication services (19.1%), industrials (7.3%) and consumer discretionary (2.8%). The Fund’s portfolio composition is subject to change at any time.

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

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

 

i 

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

 

ii 

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

 

iii 

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

 

iv 

The Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity value universe. It includes those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values.

 

v 

The NASDAQ Composite Index is a market capitalization-weighted index of the approximate 2,500 equities listed on the NASDAQ stock exchange. The index contains companies in the information technology sector.

 

vi 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the period ended August 31, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 683 funds for the six-month period and among the 668 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

7

 


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 August 31, 2022 and August 31, 2021. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

 

 

8

    ClearBridge Aggressive Growth Fund 2022 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 March 1, 2022 and held for the six months ended August 31, 2022.

Actual expenses

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

 

Hypothetical example for comparison purposes

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

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

 

Based on actual total return1                 Based on hypothetical total return1  
     Actual
Total Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
   

Annualized

Expense
Ratio

    Expenses
Paid
During
the
Period3
               Hypothetical
Annualized
Total Return
   

Beginning

Account
Value

    Ending
Account
Value
    Annualized
Expense
Ratio
    Expenses
Paid
During
the
Period3
 
Class A     -13.39   $ 1,000.00     $ 866.10       1.14   $ 5.36       Class A     5.00   $ 1,000.00     $ 1,019.46       1.14   $ 5.80  
Class C     -13.70       1,000.00       863.00       1.83       8.59       Class C     5.00       1,000.00       1,015.98       1.83       9.30  
Class FI     -13.45       1,000.00       865.50       1.27       5.97       Class FI     5.00       1,000.00       1,018.80       1.27       6.46  
Class R     -13.51       1,000.00       864.90       1.41       6.63       Class R     5.00       1,000.00       1,018.10       1.41       7.17  
Class I     -13.24       1,000.00       867.60       0.81       3.81       Class I     5.00       1,000.00       1,021.12       0.81       4.13  
Class IS     -13.19       1,000.00       868.10       0.70       3.30       Class IS     5.00       1,000.00       1,021.68       0.70       3.57  

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

9

 


Fund expenses (unaudited) (cont’d)

 

 

1 

For the six months ended August 31, 2022.

 

2 

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

 

3 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365.

 

 

10

    ClearBridge Aggressive Growth Fund 2022 Annual Report


Fund performance (unaudited)

 

 

Average annual total returns                                          
Without sales charges1    Class A      Class C      Class FI      Class R      Class I      Class IS  
Twelve Months Ended 8/31/22      -25.33      -25.84      -25.42      -25.57      -25.09      -25.00
Five Years Ended 8/31/22      3.55        2.83        3.52        3.23        3.87        3.96  
Ten Years Ended 8/31/22      8.42        7.68        8.41        8.11        8.77        8.88  
With sales charges2    Class A      Class C      Class FI      Class R      Class I      Class IS  
Twelve Months Ended 8/31/22      -29.62      -26.34      -25.42      -25.57      -25.09      -25.00
Five Years Ended 8/31/22      2.33        2.83        3.52        3.23        3.87        3.96  
Ten Years Ended 8/31/22      7.78        7.68        8.41        8.11        8.77        8.88  

 

Cumulative total returns  
Without sales charges1       
Class A (8/31/12 through 8/31/22)     124.54
Class C (8/31/12 through 8/31/22)     109.54  
Class FI (8/31/12 through 8/31/22)     124.15  
Class R (8/31/12 through 8/31/22)     118.17  
Class I (8/31/12 through 8/31/22)     131.79  
Class IS (8/31/12 through 8/31/22)     134.13  

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

 

1 

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

 

2 

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

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

11

 


Fund performance (unaudited) (cont’d)

 

Historical performance

 

Value of $10,000 invested in

Class A Shares of ClearBridge Aggressive Growth Fund vs. Russell 3000 Growth Index† — August 2012 - August 2022

 

LOGO

 

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

 

Hypothetical illustration of $10,000 invested in Class A shares of ClearBridge Aggressive Growth Fund on August 31, 2012, assuming the deduction of the maximum initial sales charge of 5.50% (5.75% prior to August 15, 2022) at the time of investment and the reinvestment of all distributions, including returns of capital, if any, at net asset value through August 31, 2022. The hypothetical illustration also assumes a $10,000 investment in the Russell 3000 Growth Index. The Russell 3000 Growth Index (the “Index”) measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. 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 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 lesser sales charges and fees were incurred by shareholders investing in the other classes.

 

 

12

    ClearBridge Aggressive Growth Fund 2022 Annual Report


Schedule of investments

August 31, 2022

 

ClearBridge Aggressive Growth Fund

(Percentages shown based on Fund net assets)

 

Security          Shares     Value  
Common Stocks — 99.1%                        
Communication Services — 19.1%                        

Entertainment — 6.4%

                       

Liberty Media Corp.-Liberty Formula One, Class C Shares

            665,495     $ 42,378,722  * 

Madison Square Garden Entertainment Corp.

            917,972       51,002,524  * 

Madison Square Garden Sports Corp.

            688,469       110,340,927  * 

Warner Bros Discovery Inc.

            2,366,287       31,329,640  *

World Wrestling Entertainment Inc., Class A Shares

            888,460       60,424,164  

Total Entertainment

                    295,475,977  

Interactive Media & Services — 3.0%

                       

Match Group Inc.

            361,949       20,460,977  * 

Meta Platforms Inc., Class A Shares

            153,181       24,957,780  * 

Twitter Inc.

            2,341,022       90,714,603  * 

Total Interactive Media & Services

                    136,133,360  

Media — 9.7%

                       

AMC Networks Inc., Class A Shares

            1,079,734       28,926,074  * 

Comcast Corp., Class A Shares

            7,842,918       283,835,203  

Liberty Broadband Corp., Class A Shares

            598,221       60,312,641  * 

Liberty Broadband Corp., Class C Shares

            294,022       29,902,037  * 

Liberty Media Corp.-Liberty SiriusXM, Class C Shares

            1,007,602       41,674,419  * 

Total Media

                    444,650,374  

Total Communication Services

                      876,259,711  
Consumer Discretionary — 2.8%                        

Hotels, Restaurants & Leisure — 1.0%

                       

Airbnb Inc., Class A Shares

            414,300       46,865,616  * 

Internet & Direct Marketing Retail — 1.8%

                       

Etsy Inc.

            782,000       82,587,020  * 

Total Consumer Discretionary

                    129,452,636  
Consumer Staples — 1.0%                        

Beverages — 1.0%

                       

Diageo PLC, ADR

            258,300       45,561,537  
Financials — 1.9%                        

Capital Markets — 1.9%

                       

Cohen & Steers Inc.

            1,197,282       85,461,989  
Health Care — 27.6%                        

Biotechnology — 15.1%

                       

AbbVie Inc.

            526,325       70,769,659  

Biogen Inc.

            634,762       124,019,800  * 

Ionis Pharmaceuticals Inc.

            2,086,537       88,719,553  * 

 

See Notes to Financial Statements.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

13

 


Schedule of investments (cont’d)

August 31, 2022

 

ClearBridge Aggressive Growth Fund

(Percentages shown based on Fund net assets)

 

Security        Shares     Value  

Biotechnology — continued

                   

Ultragenyx Pharmaceutical Inc.

        953,277     $ 45,461,780  * 

Vertex Pharmaceuticals Inc.

        1,296,655       365,345,513  * 

Total Biotechnology

                694,316,305  

Health Care Equipment & Supplies — 1.6%

                   

Insulet Corp.

        285,500       72,936,685  * 

Health Care Providers & Services — 9.2%

                   

Guardant Health Inc.

        688,658       34,474,220  * 

UnitedHealth Group Inc.

        748,707       388,826,006  

Total Health Care Providers & Services

                423,300,226  

Health Care Technology — 0.7%

                   

Doximity Inc., Class A Shares

        935,300       31,042,607  * 

Life Sciences Tools & Services — 1.0%

                   

Charles River Laboratories International Inc.

        222,000       45,565,500  * 

Total Health Care

                1,267,161,323  
Industrials — 7.3%                    

Aerospace & Defense — 3.9%

                   

L3Harris Technologies Inc.

        772,767       176,337,702  

Building Products — 3.0%

                   

Johnson Controls International PLC

        2,568,669       139,067,740  

Road & Rail — 0.4%

                   

Lyft Inc., Class A Shares

        1,224,180       18,032,171  * 

Total Industrials

                333,437,613  
Information Technology — 38.2%                    

Electronic Equipment, Instruments & Components — 7.1%

                   

TE Connectivity Ltd.

        2,591,579       327,083,186  

IT Services — 1.8%

                   

Snowflake Inc., Class A Shares

        443,500       80,251,325  * 

Semiconductors & Semiconductor Equipment — 13.1%

                   

Broadcom Inc.

        631,871       315,373,135  

Wolfspeed Inc.

        2,529,174       286,985,373  * 

Total Semiconductors & Semiconductor Equipment

                602,358,508  

Software — 12.3%

                   

Autodesk Inc.

        1,080,021       217,883,437  * 

CrowdStrike Holdings Inc., Class A Shares

        852,000       155,583,720  * 

DocuSign Inc.

        345,323       20,104,705  * 

Dolby Laboratories Inc., Class A Shares

        762,623       55,854,508  

HubSpot Inc.

        336,800       113,515,072  * 

Total Software

                562,941,442  

 

See Notes to Financial Statements.

 

 

14

    ClearBridge Aggressive Growth Fund 2022 Annual Report


ClearBridge Aggressive Growth Fund

(Percentages shown based on Fund net assets)

 

Security          Shares     Value  

Technology Hardware, Storage & Peripherals — 3.9%

                       

Seagate Technology Holdings PLC

            1,842,010     $ 123,340,990  

Western Digital Corp.

            1,296,198       54,777,327  * 

Total Technology Hardware, Storage & Peripherals

                    178,118,317  

Total Information Technology

                    1,750,752,778  
Materials — 1.2%                        

Metals & Mining — 1.2%

                       

Freeport-McMoRan Inc.

            1,848,502       54,715,659  

Total Investments before Short-Term Investments (Cost — $1,919,220,637)

 

    4,542,803,246  
     Rate                
Short-Term Investments — 0.8%                        

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

    1.917     28,935,471       28,935,471  

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

    2.043     7,233,868       7,233,868  (a)  

Total Short-Term Investments (Cost — $36,169,339)

                    36,169,339  

Total Investments — 99.9% (Cost — $1,955,389,976)

                    4,578,972,585  

Other Assets in Excess of Liabilities — 0.1%

                    3,973,279  

Total Net Assets — 100.0%

                  $ 4,582,945,864  

 

*

Non-income producing security.

 

(a) 

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At August 31, 2022, the total market value of investments in Affiliated Companies was $7,233,868 and the cost was $7,233,868 (Note 8).

 

Abbreviation(s) used in this schedule:

ADR   — American Depositary Receipts

 

See Notes to Financial Statements.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

15

 


Statement of assets and liabilities

August 31, 2022

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $1,948,156,108)

   $ 4,571,738,717  

Investments in affiliated securities, at value (Cost — $7,233,868)

     7,233,868  

Receivable for securities sold

     10,212,769  

Dividends receivable from unaffiliated investments

     2,080,265  

Receivable for Fund shares sold

     457,696  

Dividends receivable from affiliated investments

     10,690  

Prepaid expenses

     36,345  

Total Assets

     4,591,770,350  
Liabilities:         

Payable for Fund shares repurchased

     3,046,879  

Investment management fee payable

     2,933,068  

Transfer agent fees payable

     1,648,884  

Service and/or distribution fees payable

     969,823  

Trustees’ fees payable

     58,172  

Accrued expenses

     167,660  

Total Liabilities

     8,824,486  
Total Net Assets    $ 4,582,945,864  
Net Assets:         

Par value (Note 7)

   $ 393  

Paid-in capital in excess of par value

     1,365,209,313  

Total distributable earnings (loss)

     3,217,736,158  
Total Net Assets    $ 4,582,945,864  

 

See Notes to Financial Statements.

 

 

16

    ClearBridge Aggressive Growth Fund 2022 Annual Report


Net Assets:         

Class A

     $3,945,234,450  

Class C

     $88,125,575  

Class FI

     $2,056,121  

Class R

     $18,336,003  

Class I

     $461,696,007  

Class IS

     $67,497,708  
Shares Outstanding:         

Class A

     34,063,504  

Class C

     1,310,926  

Class FI

     17,554  

Class R

     166,866  

Class I

     3,270,526  

Class IS

     468,520  
Net Asset Value:         

Class A (and redemption price)

     $115.82  

Class C*

     $67.22  

Class FI (and redemption price)

     $117.13  

Class R (and redemption price)

     $109.88  

Class I (and redemption price)

     $141.17  

Class IS (and redemption price)

     $144.07  
Maximum Public Offering Price Per Share:         

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

     $122.56  

 

*

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

 

See Notes to Financial Statements.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

17

 


Statement of operations

For the Year Ended August 31, 2022

 

Investment Income:         

Dividends from unaffiliated investments

   $ 54,891,268  

Dividends from affiliated investments

     16,077  

Total Investment Income

     54,907,345  
Expenses:         

Investment management fee (Note 2)

     40,704,752  

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

     13,433,051  

Transfer agent fees (Note 5)

     7,576,848  

Trustees’ fees

     401,022  

Registration fees

     152,010  

Fund accounting fees

     124,698  

Legal fees

     68,761  

Audit and tax fees

     64,209  

Shareholder reports

     46,211  

Insurance

     40,556  

Custody fees

     34,455  

Commitment fees (Note 9)

     18,820  

Interest expense

     3,772  

Miscellaneous expenses

     29,346  

Total Expenses

     62,698,511  

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

     (1,448)  

Net Expenses

     62,697,063  
Net Investment Loss      (7,789,718)  
Realized and Unrealized Gain (Loss) on Investments (Notes 1 and 3):         

Net Realized Gain From Unaffiliated Investment Transactions

     879,258,796  

Change in Net Unrealized Appreciation (Depreciation) From Unaffiliated Investments

     (2,575,536,583)  
Net Loss on Investments      (1,696,277,787)  
Decrease in Net Assets From Operations    $ (1,704,067,505)  

 

See Notes to Financial Statements.

 

 

18

    ClearBridge Aggressive Growth Fund 2022 Annual Report


Statements of changes in net assets

 

For the Years Ended August 31,

  

2022

    

2021

 

Operations:

                 

Net investment income (loss)

  

$

(7,789,718)

 

  

$

749,602

 

Net realized gain

  

 

879,258,796

 

  

 

1,265,165,457

 

Change in net unrealized appreciation (depreciation)

  

 

(2,575,536,583)

 

  

 

684,521,792

 

Increase (Decrease) in Net Assets From Operations

  

 

(1,704,067,505)

 

  

 

1,950,436,851

 

Distributions to Shareholders From (Notes 1 and 6):

                 

Total distributable earnings

  

 

(1,358,676,441)

 

  

 

(1,098,884,472)

 

Decrease in Net Assets From Distributions to Shareholders

  

 

(1,358,676,441)

 

  

 

(1,098,884,472)

 

Fund Share Transactions (Note 7):

                 

Net proceeds from sale of shares

  

 

364,336,080

 

  

 

444,306,503

 

Reinvestment of distributions

  

 

1,316,732,086

 

  

 

1,060,430,278

 

Cost of shares repurchased

  

 

(1,194,961,144)

 

  

 

(1,646,492,663)

 

Shares redeemed in-kind (Note 10)

  

 

 

  

 

(62,272,082)

 

Increase (Decrease) in Net Assets From Fund Share Transactions

  

 

486,107,022

 

  

 

(204,027,964)

 

Increase (Decrease) in Net Assets

  

 

(2,576,636,924)

 

  

 

647,524,415

 

Net Assets:

                 

Beginning of year

  

 

7,159,582,788

 

  

 

6,512,058,373

 

End of year

  

$

4,582,945,864

 

  

$

7,159,582,788

 

 

See Notes to Financial Statements.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

19

 


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended August 31:

 

Class A Shares1

 

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of year

 

 

$197.76

 

 

 

$177.10

 

 

 

$175.73

 

 

 

$224.85

 

 

 

$208.24

 

Income (loss) from operations:

         

Net investment income (loss)

    (0.23)       (0.05)       0.40       0.63       0.39  

Net realized and unrealized gain (loss)

    (42.93)       53.05       23.23       (19.51)       28.36  

Total income (loss) from operations

    (43.16)       53.00       23.63       (18.88)       28.75  
Less distributions from:          

Net investment income

          (0.32)       (0.83)       (0.40)       (0.39)  

Net realized gains

    (38.78)       (32.02)       (21.43)       (29.84)       (11.75)  

Total distributions

    (38.78)       (32.34)       (22.26)       (30.24)       (12.14)  
Net asset value, end of year     $115.82       $197.76       $177.10       $175.73       $224.85  

Total return2

    (25.33)     33.03     13.94     (8.22)     14.61

Net assets, end of year (millions)

 

 

$3,945

 

 

 

$5,837

 

 

 

$4,830

 

 

 

$4,776

 

 

 

$5,327

 

Ratios to average net assets:

         

Gross expenses

 

 

1.12

 

 

1.11

 

 

1.13

 

 

1.12

 

 

1.12

Net expenses3,4

 

 

1.12

 

 

 

1.11

 

 

 

1.13

 

 

 

1.12

 

 

 

1.12

 

Net investment income (loss)

 

 

(0.16)

 

 

 

(0.03)

 

 

 

0.24

 

 

 

0.34

 

 

 

0.19

 

Portfolio turnover rate

 

 

21

 

 

8

%5  

 

 

2

 

 

2

%5  

 

 

0

%5,6  

 

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.

 

3

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A shares did not exceed 1.25%. This expense limitation arrangement cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

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

 

6

Amount represents less than 1%.

 

See Notes to Financial Statements.

 

 

20

    ClearBridge Aggressive Growth Fund 2022 Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended August 31:

 

Class C Shares1

 

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of year

 

 

$133.37

 

 

 

$129.21

 

 

 

$133.78

 

 

 

$179.73

 

 

 

$169.57

 

Income (loss) from operations:

         

Net investment loss

 

 

(0.76)

 

 

 

(0.91)

 

 

 

(0.55)

 

 

 

(0.42)

 

 

 

(0.83)

 

Net realized and unrealized gain (loss)

 

 

(26.61)

 

 

 

37.09

 

 

 

17.41

 

 

 

(15.69)

 

 

 

22.74

 

Total income (loss) from operations

 

 

(27.37)

 

 

 

36.18

 

 

 

16.86

 

 

 

(16.11)

 

 

 

21.91

 

Less distributions from:

         

Net realized gains

 

 

(38.78)

 

 

 

(32.02)

 

 

 

(21.43)

 

 

 

(29.84)

 

 

 

(11.75)

 

Total distributions

 

 

(38.78)

 

 

 

(32.02)

 

 

 

(21.43)

 

 

 

(29.84)

 

 

 

(11.75)

 

Net asset value, end of year

 

 

$67.22

 

 

 

$133.37

 

 

 

$129.21

 

 

 

$133.78

 

 

 

$179.73

 

Total return2

 

 

(25.84)

 

 

32.05

 

 

13.16

 

 

(8.86)

 

 

13.84

Net assets, end of year (000s)

 

 

$88,126

 

 

 

$202,551

 

 

 

$256,352

 

 

 

$403,645

 

 

 

$1,174,185

 

Ratios to average net assets:

         

Gross expenses

 

 

1.83

 

 

1.84

 

 

1.82

 

 

1.81

 

 

1.79

Net expenses3,4

 

 

1.83

 

 

 

1.84

 

 

 

1.82

 

 

 

1.81

 

 

 

1.79

 

Net investment loss

 

 

(0.87)

 

 

 

(0.71)

 

 

 

(0.43)

 

 

 

(0.29)

 

 

 

(0.49)

 

Portfolio turnover rate

 

 

21

 

 

8

%5  

 

 

2

 

 

2

%5  

 

 

0

%5,6  

 

1

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

 

2 

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

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, 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, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

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

 

6 

Amount represents less than 1%.

 

See Notes to Financial Statements.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

21

 


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended August 31:

 

Class FI Shares1

 

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of year

 

 

$199.72

 

 

 

$178.54

 

 

 

$176.90

 

 

 

$226.03

 

 

 

$209.00

 

Income (loss) from operations:

         

Net investment income (loss)

 

 

(0.40)

 

 

 

(0.12)

 

 

 

0.42

 

 

 

0.88

 

 

 

0.41

 

Net realized and unrealized gain (loss)

 

 

(43.41)

 

 

 

53.53

 

 

 

23.35

 

 

 

(19.82)

 

 

 

28.51

 

Total income (loss) from operations

 

 

(43.81)

 

 

 

53.41

 

 

 

23.77

 

 

 

(18.94)

 

 

 

28.92

 

Less distributions from:

         

Net investment income

 

 

 

 

 

(0.21)

 

 

 

(0.70)

 

 

 

(0.35)

 

 

 

(0.14)

 

Net realized gains

 

 

(38.78)

 

 

 

(32.02)

 

 

 

(21.43)

 

 

 

(29.84)

 

 

 

(11.75)

 

Total distributions

 

 

(38.78)

 

 

 

(32.23)

 

 

 

(22.13)

 

 

 

(30.19)

 

 

 

(11.89)

 

Net asset value, end of year

 

 

$117.13

 

 

 

$199.72

 

 

 

$178.54

 

 

 

$176.90

 

 

 

$226.03

 

Total return2

 

 

(25.42)

 

 

32.97

 

 

13.93

 

 

(8.21)

 

 

14.62

Net assets, end of year (000s)

 

 

$2,056

 

 

 

$4,737

 

 

 

$4,185

 

 

 

$6,668

 

 

 

$20,013

 

Ratios to average net assets:

         

Gross expenses

 

 

1.24

 

 

1.15

 

 

1.15

 

 

1.11

 

 

1.11

Net expenses3

 

 

1.24

4  

 

 

1.15

4  

 

 

1.14

4  

 

 

1.11

 

 

 

1.11

 

Net investment income (loss)

 

 

(0.27)

 

 

 

(0.06)

 

 

 

0.24

 

 

 

0.46

 

 

 

0.19

 

Portfolio turnover rate

 

 

21

 

 

8

%5  

 

 

2

 

 

2

%5  

 

 

0

%5,6  

 

1 

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

 

2 

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

 

3

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class FI shares did not exceed 1.25%. This expense limitation arrangement cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4

Reflects fee waivers and/or expense reimbursements.

 

5

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

 

6

Amount represents less than 1%.

 

See Notes to Financial Statements.

 

 

22

    ClearBridge Aggressive Growth Fund 2022 Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended August 31:

 

Class R Shares1

 

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of year

 

 

$190.32

 

 

 

$171.73

 

 

 

$170.89

 

 

 

$219.67

 

 

 

$203.92

 

Income (loss) from operations:

         

Net investment income (loss)

 

 

(0.67)

 

 

 

(0.58)

 

 

 

(0.07)

 

 

 

0.11

 

 

 

(0.22)

 

Net realized and unrealized gain (loss)

 

 

(40.99)

 

 

 

51.19

 

 

 

22.51

 

 

 

(19.05)

 

 

 

27.72

 

Total income (loss) from operations

 

 

(41.66)

 

 

 

50.61

 

 

 

22.44

 

 

 

(18.94)

 

 

 

27.50

 

Less distributions from:

         

Net investment income

 

 

 

 

 

 

 

 

(0.17)

 

 

 

 

 

 

 

Net realized gains

 

 

(38.78)

 

 

 

(32.02)

 

 

 

(21.43)

 

 

 

(29.84)

 

 

 

(11.75)

 

Total distributions

 

 

(38.78)

 

 

 

(32.02)

 

 

 

(21.60)

 

 

 

(29.84)

 

 

 

(11.75)

 

Net asset value, end of year

 

 

$109.88

 

 

 

$190.32

 

 

 

$171.73

 

 

 

$170.89

 

 

 

$219.67

 

Total return2

 

 

(25.57)

 

 

32.59

 

 

13.60

 

 

(8.49)

 

 

14.27

Net assets, end of year (000s)

 

 

$18,336

 

 

 

$28,047

 

 

 

$33,618

 

 

 

$47,501

 

 

 

$70,746

 

Ratios to average net assets:

         

Gross expenses

 

 

1.45

 

 

1.44

 

 

1.42

 

 

1.42

 

 

1.41

Net expenses3

 

 

1.45

4  

 

 

1.44

4  

 

 

1.42

4  

 

 

1.42

 

 

 

1.41

 

Net investment income (loss)

 

 

(0.49)

 

 

 

(0.32)

 

 

 

(0.04)

 

 

 

0.06

 

 

 

(0.11)

 

Portfolio turnover rate

 

 

21

 

 

8

%5  

 

 

2

 

 

2

%5  

 

 

0

%5,6  

 

1 

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

 

2 

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

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class R shares did not exceed 1.50%. This expense limitation arrangement cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

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

 

6 

Amount represents less than 1%.

 

 

See Notes to Financial Statements.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

23

 


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended August 31:

 

Class I Shares1

 

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of year

 

 

$231.08

 

 

 

$202.02

 

 

 

$197.40

 

 

 

$248.42

 

 

 

$228.71

 

Income (loss) from operations:

         

Net investment income

 

 

0.26

 

 

 

0.62

 

 

 

1.13

 

 

 

1.44

 

 

 

1.17

 

Net realized and unrealized gain (loss)

 

 

(51.39)

 

 

 

61.24

 

 

 

26.18

 

 

 

(21.64)

 

 

 

31.31

 

Total income (loss) from operations

 

 

(51.13)

 

 

 

61.86

 

 

 

27.31

 

 

 

(20.20)

 

 

 

32.48

 

Less distributions from:

         

Net investment income

 

 

 

 

 

(0.78)

 

 

 

(1.26)

 

 

 

(0.98)

 

 

 

(1.02)

 

Net realized gains

    (38.78)       (32.02)       (21.43)       (29.84)       (11.75)  

Total distributions

    (38.78)       (32.80)       (22.69)       (30.82)       (12.77)  
Net asset value, end of year     $141.17       $231.08       $202.02       $197.40       $248.42  

Total return2

    (25.09)     33.42     14.31     (7.92)     14.97
Net assets, end of year (millions)     $462       $894       $896       $1,385       $3,046  
Ratios to average net assets:          

Gross expenses

 

 

0.81

 

 

0.82

 

 

0.81

 

 

0.79

 

 

0.80

Net expenses3

 

 

0.81

4  

 

 

0.82

4  

 

 

0.81

4  

 

 

0.79

 

 

 

0.80

 

Net investment income

    0.15       0.29       0.58       0.69       0.50  
Portfolio turnover rate     21     8 %5       2     2 %5       0 %5,6  

 

1 

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

 

2 

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

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, 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, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

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

 

6 

Amount represents less than 1%.

 

 

See Notes to Financial Statements.

 

 

24

    ClearBridge Aggressive Growth Fund 2022 Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended August 31:

 

Class IS Shares1

 

2022

   

2021

   

2020

   

2019

   

2018

 

Net asset value, beginning of year

 

 

$234.70

 

 

 

$204.72

 

 

 

$199.81

 

 

 

$251.11

 

 

 

$231.06

 

Income (loss) from operations:

         

Net investment income

 

 

0.48

 

 

 

1.05

 

 

 

1.26

 

 

 

1.64

 

 

 

1.38

 

Net realized and unrealized gain (loss)

 

 

(52.33)

 

 

 

61.88

 

 

 

26.55

 

 

 

(21.93)

 

 

 

31.65

 

Total income (loss) from operations

 

 

(51.85)

 

 

 

62.93

 

 

 

27.81

 

 

 

(20.29)

 

 

 

33.03

 

Less distributions from:

         

Net investment income

 

 

 

 

 

(0.93)

 

 

 

(1.47)

 

 

 

(1.17)

 

 

 

(1.23)

 

Net realized gains

 

 

(38.78)

 

 

 

(32.02)

 

 

 

(21.43)

 

 

 

(29.84)

 

 

 

(11.75)

 

Total distributions

 

 

(38.78)

 

 

 

(32.95)

 

 

 

(22.90)

 

 

 

(31.01)

 

 

 

(12.98)

 

Net asset value, end of year

 

 

$144.07

 

 

 

$234.70

 

 

 

$204.72

 

 

 

$199.81

 

 

 

$251.11

 

Total return2

 

 

(25.00)

 

 

33.51

 

 

14.40

 

 

(7.86)

 

 

15.07

Net assets, end of year (000s)

 

 

$67,498

 

 

 

$192,685

 

 

 

$491,366

 

 

 

$547,281

 

 

 

$1,062,735

 

Ratios to average net assets:

         

Gross expenses

 

 

0.69

 

 

0.74

 

 

0.73

 

 

0.72

 

 

0.71

Net expenses3

 

 

0.69

4  

 

 

0.74

4  

 

 

0.73

4  

 

 

0.72

 

 

 

0.71

 

Net investment income

 

 

0.27

 

 

 

0.48

 

 

 

0.64

 

 

 

0.78

 

 

 

0.59

 

Portfolio turnover rate

 

 

21

 

 

8

%5  

 

 

2

 

 

2

%5  

 

 

0

%5,6  

 

1 

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

 

2 

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

 

3 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class IS shares did not exceed 0.80%. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

5 

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

 

6 

Amount represents less than 1%.

 

 

See Notes to Financial Statements.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

25

 


Notes to financial statements

 

1. Organization and significant accounting policies

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

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

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

 

 

26

    ClearBridge Aggressive Growth Fund 2022 Annual Report


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 — unadjusted quoted prices in active markets for identical investments

 

 

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

 

 

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

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

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

27

 


Notes to financial statements (cont’d)

 

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†   $ 4,542,803,246                 $ 4,542,803,246  
Short-Term Investments†     36,169,339                   36,169,339  
Total Investments   $ 4,578,972,585                 $ 4,578,972,585  

 

See Schedule of Investments for additional detailed categorizations.

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

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

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

(e) 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.

(f) 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.

 

 

28

    ClearBridge Aggressive Growth Fund 2022 Annual Report


(g) 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 August 31, 2022, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

 

       

Total

Distributable
Earnings
(Loss)

       Paid-in
Capital
 
(a)      $ 17,448,379        $ (17,448,379)  

 

(a) 

Reclassifications are due to a tax net operating loss.

2. Investment management agreement and other transactions with affiliates

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

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

 

Average Daily Net Assets      Annual Rate  
First $1 billion        0.750
Next $1 billion        0.725  
Next $3 billion        0.700  
Next $5 billion        0.675  
Over $10 billion        0.650  

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund, except for the management of the portion of the cash and short-term instruments allocated to Western Asset. For their services, LMPFA pays ClearBridge and Western Asset a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund. For Western Asset’s services to the Fund, LMPFA pays Western Asset monthly 0.02% of the portion of the Fund’s average daily net assets that are allocated to Western Asset by LMPFA.

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

29

 


Notes to financial statements (cont’d)

 

As a result of expense limitation arrangements between the Fund and LMPFA, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A, Class C, Class FI, Class R, Class I and Class IS shares did not exceed 1.25%, 2.00%, 1.25%, 1.50%, 0.90% and 0.80%, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the “affiliated money market fund waiver”). The affiliated money market fund waiver is not subject to the recapture provision discussed below.

During the year ended August 31, 2022, fees waived and/or expenses reimbursed amounted to $1,448, which included an affiliated money market fund waiver of $1,247.

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

Franklin Distributors, LLC (“Franklin Distributors”) serves as the Fund’s sole and exclusive distributor. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources.

There is a maximum initial sales charge of 5.50% (5.75% prior to August 15, 2022) for Class A shares. 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 Franklin Distributors, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended August 31, 2022, sales charges retained by and CDSCs paid to Franklin Distributors and its affiliates, if any, were as follows:

 

        Class A        Class C  
Sales charges      $ 756,811           
CDSCs        2,063        $ (8,184)  

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

 

 

30

    ClearBridge Aggressive Growth Fund 2022 Annual Report


 

3. Investments

During the year ended August 31, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 1,176,676,073  
Sales        2,065,232,770  

At August 31, 2022, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 1,955,389,976      $ 2,994,798,708      $ (371,216,099)      $ 2,623,582,609  

4. Derivative instruments and hedging activities

During the year ended August 31, 2022, the Fund did not invest in derivative instruments.

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

The Fund has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan the Fund pays service and/or distribution fees with respect to its Class A, Class C, Class FI and Class R shares calculated at the annual rate of 0.25%, 1.00%, 0.25% and 0.50% 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 August 31, 2022, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class A      $ 11,958,534         $ 6,899,967  
Class C         1,354,078            139,958  
Class FI        7,678          8,024  
Class R        112,761          49,571  
Class I                 537,717  
Class IS                 (58,389)  
Total      $ 13,433,051        $ 7,576,848  

 

Amounts shown are exclusive of expense reimbursements. For the year ended August 31, 2022, the service and/or distribution fees reimbursed amounted to $192 and $9 for Class A and Class C shares, respectively.

For the year ended August 31, 2022, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class A      $ 1,249  
Class C        35  
Class FI        1  
Class R        5  

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

31

 


Notes to financial statements (cont’d)

 

        Waivers/Expense
Reimbursements
 
Class I      $ 131  
Class IS        27  
Total      $ 1,448  

6. Distributions to shareholders by class

 

        Year Ended
August 31, 2022
       Year Ended
August 31, 2021
 
Net Investment Income:                      
Class A               $ 10,033,112  
Class FI                 5,799  
Class I                 3,486,843  
Class IS                 1,474,282  
Total               $ 15,000,036  
Net Realized Gains:                      
Class A      $ 1,125,956,795        $ 847,929,592  
Class C        52,360,023          56,778,874  
Class FI        776,129          1,050,325  
Class R        5,568,840          5,816,416  
Class I        141,666,338          128,220,999  
Class IS        32,348,316          44,088,230  
Total      $ 1,358,676,441        $ 1,083,884,436  

7. Shares of beneficial interest

At August 31, 2022, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

     Year Ended
August 31, 2022
     Year Ended
August 31, 2021
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      1,608,115      $ 226,717,555        1,538,068      $ 285,241,863  
Shares issued on reinvestment      7,805,423        1,100,954,976        4,927,026        834,664,375  
Shares repurchased      (4,866,485)        (679,589,687)        (4,224,410)        (775,735,570)  
Net increase      4,547,053      $ 648,082,844        2,240,684      $ 344,170,668  

 

 

32

    ClearBridge Aggressive Growth Fund 2022 Annual Report


 

     Year Ended
August 31, 2022
     Year Ended
August 31, 2021
 
      Shares      Amount      Shares      Amount  
Class C                                    
Shares sold      66,690      $ 5,647,679        67,498      $ 8,473,478  
Shares issued on reinvestment      622,355        51,201,135        484,040        55,485,480  
Shares repurchased      (896,791)        (77,650,865)        (1,016,830)        (129,502,650)  
Net decrease      (207,746)      $ (20,802,051)        (465,292)      $ (65,543,692)  
Class FI                                    
Shares sold      4,572      $ 665,234        16,147      $ 3,159,476  
Shares issued on reinvestment      5,436        776,129        6,176        1,056,124  
Shares repurchased      (16,172)        (2,469,342)        (22,043)        (3,956,542)  
Net increase (decrease)      (6,164)      $ (1,027,979)        280      $ 259,058  
Class R                                    
Shares sold      22,112      $ 3,026,744        35,295      $ 6,263,610  
Shares issued on reinvestment      40,712        5,459,904        35,053        5,717,561  
Shares repurchased      (43,322)        (5,938,326)        (118,742)        (21,538,427)  
Net increase (decrease)      19,502      $ 2,548,322        (48,394)      $ (9,557,256)  
Class I                                    
Shares sold      574,263      $ 99,438,676        487,491      $ 104,100,477  
Shares issued on reinvestment      742,660        127,381,066        600,908        118,963,906  
Shares repurchased      (1,916,903)        (326,897,068)        (1,653,514)        (351,097,695)  
Net decrease      (599,980)      $ (100,077,326)        (565,115)      $ (128,033,312)  
Class IS                                    
Shares sold      164,099      $ 28,840,192        171,895      $ 37,067,599  
Shares issued on reinvestment      177,009        30,958,876        221,464        44,542,832  
Shares repurchased      (693,580)        (102,415,856)        (1,698,983)        (364,661,779)  
Shares redeemed in-kind                    (273,555)        (62,272,082)  
Net decrease      (352,472)      $ (42,616,788)        (1,579,179)      $ (345,323,430)  

8. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended August 31, 2022. The following transactions were effected in such company for the year ended August 31, 2022.

 

     Affiliate
Value at
August 31,

2021
     Purchased      Sold  
      Cost      Shares      Cost      Shares  
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares    $ 7,529,714      $ 137,156,196        137,156,196      $ 137,452,042        137,452,042  

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

33

 


Notes to financial statements (cont’d)

 

(cont’d)    Realized
Gain (Loss)
     Dividend
Income
     Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
     Affiliate
Value at
August 31,
2022
 
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares           $ 16,077             $ 7,233,868  

9. Redemption facility

On February 4, 2022, the Fund, together with other U.S. registered and foreign investment funds (collectively, the “Borrowers”) managed by Franklin Resources or its affiliates, became a borrower in a joint syndicated senior unsecured credit facility totaling $2.675 billion (the “Global Credit Facility”). The Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. Unless renewed, the Global Credit Facility will terminate on February 3, 2023.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in the Statement of Operations. The Fund did not utilize the Global Credit Facility during the year ended August 31, 2022.

10. Redemptions in-kind

The Fund may make payment for Fund shares redeemed wholly or in part by distributing portfolio securities to shareholders. For the year ended August 31, 2022, the Fund had no redemptions in-kind. For the year ended August 31, 2021, the Fund had redemptions in-kind with total proceeds in the amount of $62,272,082. The net realized gain on these redemptions in-kind amounted to $51,380,476, which was not realized for tax purposes.

11. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended August 31, was as follows:

 

        2022        2021  
Distributions paid from:                      
Ordinary income      $ 4,420        $ 15,000,036  
Net long-term capital gains        1,358,672,021          1,083,884,436  
Total distributions paid      $ 1,358,676,441        $ 1,098,884,472  

 

 

34

    ClearBridge Aggressive Growth Fund 2022 Annual Report


 

As of August 31, 2022, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed long-term capital gains — net      $ 594,191,412  
Other book/tax temporary differences(a)        (37,863)  
Unrealized appreciation (depreciation)        2,623,582,609  
Total distributable earnings (loss) — net      $ 3,217,736,158  

 

(a) 

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

12. Recent accounting pronouncements

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in the ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not be considered in measuring fair value. The ASU is effective for interim and annual reporting periods beginning after December 15, 2023, with the option of early adoption. Management is currently evaluating the impact, if any, of applying this ASU.

*  *  *

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

13. Other matters

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

*  *  *

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

35

 


Notes to financial statements (cont’d)

 

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

 

 

36

    ClearBridge Aggressive Growth Fund 2022 Annual Report


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Partners Investment Trust and Shareholders of ClearBridge Aggressive Growth Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of ClearBridge Aggressive Growth Fund (one of the funds constituting Legg Mason Partners Investment Trust, referred to hereafter as the “Fund”) as of August 31, 2022, the related statement of operations for the year ended August 31, 2022, the statement of changes in net assets for each of the two years in the period ended August 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended August 31, 2022 and the financial highlights for each of the five years in the period ended August 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of August 31, 2022 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

October 20, 2022

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

 

ClearBridge Aggressive Growth Fund 2022 Annual Report    

 

 

37

 


Board approval of management and subadvisory agreements (unaudited)

 

At an in-person meeting of the Board of Trustees of Legg Mason Partners Investment Trust (the “Trust”) held on May 4 and 5, 2022, the Board, including the Trustees who are not considered to be “interested persons” of the Trust (the “Independent Trustees”) under the Investment Company Act of 1940, as amended (the “1940 Act”), approved for an annual period the continuation of the management agreement (the “Management Agreement”) between the Trust and Legg Mason Partners Fund Advisor, LLC (the “Manager”) with respect to ClearBridge Aggressive Growth Fund, a series of the Trust (the “Fund”), and the sub-advisory agreement pursuant to which ClearBridge Investments, LLC (“ClearBridge”) provides day-to-day management of the Fund’s portfolio, and the sub-advisory agreement pursuant to which Western Asset Management Company, LLC (“Western Asset” and, together with ClearBridge, the “Sub-Advisers”) provides day-to-day management of the Fund’s cash and short-term instruments allocated to it by the Manager. The management agreement and sub-advisory agreements are collectively referred to as the “Agreements.”

Background

The Board received extensive information in advance of the meeting to assist it in its consideration of the Agreements and asked questions and requested additional information from management. Throughout the year, the Board (including its various committees) had met with representatives of the Manager and the Subadvisers, and had received information relevant to the renewal of the Agreements. Prior to the meeting the Independent Trustees met with their independent legal counsel to discuss and consider the information provided and submitted questions to management, and they considered the responses provided. The Board received and considered a variety of information about the Manager and the Subadvisers, as well as the management, advisory and sub-advisory arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below. The information received and considered by the Board both in conjunction with the May 2022 meeting and throughout the year was both written and oral. The contractual arrangements discussed below are the product of multiple years of review and negotiation and information received and considered by the Board during those years.

The information provided and presentations made to the Board encompassed the Fund and all funds for which the Board has responsibility. The discussion below covers both the advisory and the administrative functions being rendered by the Manager, both of which functions are encompassed by the Management Agreement, as well as the advisory functions rendered by the Subadvisers pursuant to the Sub-Advisory Agreements.

Board approval of management agreement and sub-advisory agreements

The Independent Trustees were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Trustees received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Agreements. The Independent Trustees also reviewed the

 

 

38

    ClearBridge Aggressive Growth Fund


 

proposed continuation of the Management Agreement and the Sub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager and Subadvisers were present. The Independent Trustees considered the Management Agreement and each Sub-Advisory Agreement separately in the course of their review. In doing so, they noted the respective roles of the Manager and the Subadvisers in providing services to the Fund.

In approving the Agreements, the Board, including the Independent Trustees, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreements. Each Trustee may have attributed different weight to the various factors in evaluating the Management Agreement and each Sub-Advisory Agreement.

After considering all relevant factors and information, the Board, exercising its business judgment, determined that the continuation of the Agreements was in the best interests of the Fund and its shareholders and approved the continuation of each such agreement for another year.

Nature, extent and quality of the services under the management agreement and sub-advisory agreements

The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadvisers under the Management Agreement and the Sub-Advisory Agreements, respectively, during the past year. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadvisers took into account the Board’s knowledge gained as Trustees of funds in the fund complex overseen by the Trustees, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Manager and the Subadvisers, and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the Manager and the Subadvisers, and of the undertakings required of the Manager and Subadvisers in connection with those services, including maintaining and monitoring their own and the Fund’s compliance programs, liquidity management programs and cybersecurity programs, had expanded over time as a result of regulatory, market and other developments. The Board also noted that on a regular basis it received and reviewed information from the Manager regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the risks associated with the Fund borne by the Manager and its affiliates (such as entrepreneurial,

 

ClearBridge Aggressive Growth Fund    

 

 

39

 


Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

operational, reputational, litigation and regulatory risk), as well as the Manager’s and each Subadviser’s risk management processes.

The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s and each Subadviser’s senior personnel and the team of investment professionals primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and the Manager’s affiliates, the financial resources of Franklin Resources, Inc., the parent organization of the Manager and the Subadvisers. The Board recognized the importance of having a fund manager with significant resources.

The Board considered the division of responsibilities among the Manager and the Subadvisers and the oversight provided by the Manager. The Board also considered the policies and practices of the Manager and the Subadvisers regarding the selection of brokers and dealers and the execution of portfolio transactions. The Board considered management’s periodic reports to the Board on, among other things, its business plans, any organizational changes and portfolio manager compensation.

The Board received and considered performance information for the Fund as well as for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, based on classifications provided by Thomson Reuters Lipper (“Lipper”). The Board was provided with a description of the methodology used to determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that while the Board found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against the Fund’s peers. The Board also considered the Fund’s performance in light of overall financial market conditions.

The information comparing the Fund’s performance to that of its Performance Universe, consisting of all retail and institutional funds (including the Fund) classified as multi-cap growth funds by Lipper, showed, among other data, that the performance of the Fund’s Class I shares for the 1-, 3-, 5- and 10-year periods ended December 31, 2021 was below the median performance of the funds in the Performance Universe for each period. The Board noted the explanations from the Manager and ClearBridge concerning the reasons for the Fund’s relative performance versus the peer group for the various periods. The Board also noted that the Fund’s performance was ahead of its benchmark for the quarter ended March 31, 2022.

 

 

40

    ClearBridge Aggressive Growth Fund


 

The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided), including performance, under the Management Agreement and each Sub-Advisory Agreement were sufficient for renewal.

Management fees and expense ratios

The Board reviewed and considered the contractual management fee payable by the Fund to the Manager (the “Contractual Management Fee”) and the actual management fees paid by the Fund to the Manager (the “Actual Management Fee”) in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Subadvisers, respectively. The Board also considered that fee waiver and/or expense reimbursement arrangements are currently in place for the Fund. The Board also noted that the compensation paid to the Subadvisers is the responsibility and expense of the Manager, not the Fund.

The Board received and considered information provided by Broadridge comparing the Contractual Management Fee and the Actual Management Fee and the Fund’s total actual expenses with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Lipper. It was noted that while the Board found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board also reviewed information regarding fees charged by the Manager and/or the Subadvisers to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional separate and commingled accounts and retail managed accounts.

The Manager reviewed with the Board the differences in services provided to these different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences in management of these different types of accounts, and the differences in the degree of entrepreneurial and other risks borne by the Manager in managing the Fund and in managing other types of accounts.

The Board considered the overall management fee, the fees of each of the Subadvisers and the amount of the management fee retained by the Manager after payment of the subadvisory fees, in each case in light of the services rendered for those amounts. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.

The Board also received and considered information comparing the Fund’s Contractual Management Fee and Actual Management Fee as well as its actual total expense ratio with

 

ClearBridge Aggressive Growth Fund    

 

 

41

 


Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

those of a group of institutional funds consisting of 13 multi-cap growth funds (including the Fund) selected by Broadridge to be comparable to the Fund (the “Expense Group”), and a broader group of funds selected by Broadridge consisting of all institutional multi-cap growth funds (including the Fund) (the “Expense Universe”). This information showed that the Fund’s Contractual Management Fee was above the median of management fees payable by the funds in the Expense Group and that the Fund’s Actual Management Fee was above the median of management fees paid by the funds in the Expense Group and approximately equivalent to the median of management fees paid by the funds in the Expense Universe. This information also showed that the Fund’s actual total expense ratio was approximately equivalent to the median of the total expense ratios of the funds in the Expense Group and approximately equivalent to the median of the actual total expense ratios of the funds in the Expense Universe. The Board also considered that the current limitation on the Fund’s expenses is expected to continue until and expire on December 31, 2023.

Taking all of the above into consideration, as well as the factors identified below, the Board determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement and the Sub-Advisory Agreements.

Manager profitability

The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason Funds complex as a whole. The Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been reviewed by an outside consultant. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund.

Economies of scale

The Board received and discussed information concerning whether the Manager realizes economies of scale with respect to the management of the Fund as the Fund’s assets grow. The Board noted that the Manager had previously agreed to institute breakpoints in the Fund’s Contractual Management Fee, reflecting the potential for reducing the blended rate of the Contractual Management Fee as the Fund grows. The Board considered whether the breakpoint fee structure was a reasonable means of sharing any economies of scale or other efficiencies that might accrue from increases in the Fund’s asset levels. The Board noted that the Fund had reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered.

The Board determined that the management fee structure for the Fund, including breakpoints, was reasonable.

 

 

42

    ClearBridge Aggressive Growth Fund


 

Other benefits to the manager and the subadvisers

The Board considered other benefits received by the Manager, the Subadvisers and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders, including the recent appointment of an affiliate of the Manager as the transfer agent of the Fund.

In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadvisers to the Fund, the Board considered that the ancillary benefits that the Manager, the Subadvisers and their affiliates received were reasonable.

 

ClearBridge Aggressive Growth Fund    

 

 

43

 


Statement regarding liquidity risk management program (unaudited)

 

Each Fund has adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”). The LRMP for the Franklin Templeton and Legg Mason Funds is designed to assess and manage each Fund’s liquidity risk, which is defined as the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interests in the Fund. In accordance with the Liquidity Rule, the LRMP includes policies and procedures that provide for: (1) assessment, management, and review (no less frequently than annually) of each Fund’s liquidity risk; (2) classification of each Fund’s portfolio holdings into one of four liquidity categories (Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid); (3) for Funds that do not primarily hold assets that are Highly Liquid, establishing and maintaining a minimum percentage of the Fund’s net assets in Highly Liquid investments (called a “Highly Liquid Investment Minimum” or “HLIM”); and (4) prohibiting the Fund’s acquisition of Illiquid investments that would result in the Fund holding more than 15% of its net assets in Illiquid assets. The LRMP also requires reporting to the Securities and Exchange Commission (“SEC”) (on a non-public basis) and to the Board if the Fund’s holdings of Illiquid assets exceed 15% of the Fund’s net assets. Funds with HLIMs must have procedures for addressing HLIM shortfalls, including reporting to the Board and, with respect to HLIM shortfalls lasting more than seven consecutive calendar days, reporting to the SEC (on a non-public basis).

The Director of Liquidity Risk within the Investment Risk Management Group (the “IRMG”) is the appointed Administrator of the LRMP. The IRMG maintains the Investment Liquidity Committee (the “ILC”) to provide oversight and administration of policies and procedures governing liquidity risk management for Franklin Templeton and Legg Mason products and portfolios. The ILC includes representatives from Franklin Templeton’s Risk, Trading, Global Compliance, Legal, Investment Compliance, Investment Operations, Valuation Committee, Product Management and Global Product Strategy.

In assessing and managing each Fund’s liquidity risk, the ILC considers, as relevant, a variety of factors, including the Fund’s investment strategy and the liquidity of its portfolio investments during both normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources including the Funds’ interfund lending facility and line of credit. Classification of the Fund’s portfolio holdings in the four liquidity categories is based on the number of days it is reasonably expected to take to convert the investment to cash (for Highly Liquid and Moderately Liquid holdings) or sell or dispose of the investment (for Less Liquid and Illiquid investments), in current market conditions without significantly changing the investment’s market value.

Each Fund primarily holds liquid assets that are defined under the Liquidity Rule as “Highly Liquid Investments,” and therefore is not required to establish an HLIM. Highly Liquid

 

 

44

    ClearBridge Aggressive Growth Fund


 

Investments are defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment.

At meetings of the Funds’ Board of Trustees/Directors held in May 2022, the Program Administrator provided a written report to the Board addressing the adequacy and effectiveness of the program for the year ended December 31, 2021. The Program Administrator report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund.

 

ClearBridge Aggressive Growth Fund    

 

 

45

 


Additional information (unaudited)

Information about Trustees and Officers

 

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

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

 

Independent Trustees

Paul R. Ades
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Paul R. Ades, PLLC (law firm) (since 2000)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   None
Andrew L. Breech
Year of birth   1952
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   None
Althea L. Duersten
Year of birth   1951
Position(s) with Trust   Trustee and Chair of the Board
Term of office1 and length of time served2   Since 2014 (Chair of the Board since 2021)
Principal occupation(s) during the past five years   Retired (since 2011); formerly, Chief Investment Officer, North America, JPMorgan Chase (investment bank) and member of JPMorgan Executive Committee (2007 to 2011)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   Formerly, Non-Executive Director, Rokos Capital Management LLP (2019 to 2020)

 

 

46

    ClearBridge Aggressive Growth Fund


 

Independent Trustees (cont’d)

Stephen R. Gross
Year of birth   1947
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1986
Principal occupation(s) during the past five years   Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1979 to 2011); Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Partners, LLC (since 2014); CEO, Trusted CFO Solutions, LLC (since 2011)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   None
Susan M. Heilbron
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); General Counsel and Executive Vice President, The Trump Organization (1986 to 1990); Senior Vice President, New York State Urban Development Corporation (1984 to 1986); Associate, Cravath, Swaine & Moore LLP (1980 to 1984 and 1977 to 1979)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   Formerly, Director, Lincoln Savings Bank FSB (1991 to 1994); Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); Director, Alexander’s Inc. (department store) (1987 to 1990)
Howard J. Johnson
Year of birth   1938
Position(s) with Trust   Trustee
Term of office1 and length of time served2   From 1981 to 1998 and since 2000
Principal occupation(s) during the past five years   Retired; formerly, Chief Executive Officer, Genesis Imaging LLC (technology company) (2003 to 2012)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   None

 

ClearBridge Aggressive Growth Fund    

 

 

47

 


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Independent Trustees (cont’d)

Arnold L. Lehman
Year of birth   1944
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1982
Principal occupation(s) during the past five years   Senior Advisor, Phillips (auction house) (since 2015); formerly, Fellow, Ford Foundation (2015 to 2016); Director of the Brooklyn Museum (1997 to 2015)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   Trustee of American Federation of Arts (since 2002)
Robin J. W. Masters
Year of birth   1955
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired; formerly, Chief Investment Officer of ACE Limited (insurance) (1986 to 2000)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   Director of HSBC Managed Portfolios Limited and HSBC Specialist Funds Limited (since 2020); formerly, Director of Cheyne Capital International Limited (investment advisory firm) (2005 to 2020); Director/ Trustee of Legg Mason Institutional Funds plc, Western Asset Fixed Income Funds plc and Western Asset Debt Securities Fund plc. (2007 to 2011)
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 the past five years

 

Retired; formerly, President, Shearson Lehman Asset Management (1991 to 1993), Vice Chairman, Shearson Lehman Hutton Inc. (1989 to 1992) and Senior Executive Vice President, E.F. Hutton Group Inc. (1986 to 1989)

Number of funds in fund complex overseen by Trustee

 

58

Other board memberships held by Trustee during the past five years

 

None

Ken Miller
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Retired; formerly, President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (1963 to 2012)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   None

 

 

48

    ClearBridge Aggressive Growth Fund


 

Independent Trustees (cont’d)

G. Peter O’Brien
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1999
Principal occupation(s) during the past five years   Retired, Trustee Emeritus of Colgate University (since 2005); Board Member, Hill House, Inc. (residential home care) (since 1999); formerly, Board Member, Bridges School (pre-school) (2006 to 2017); Managing Director, Equity Capital Markets Group of Merrill Lynch & Co. (1971 to 1999)
Number of funds in fund complex overseen by Trustee   Trustee of Legg Mason funds consisting of 58 portfolios; Director/Trustee of the Royce Family of Funds consisting of 16 portfolios
Other board memberships held by Trustee during the past five years   Formerly, Director of TICC Capital Corp. (2003 to 2017)
Thomas F. Schlafly
Year of birth   1948
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Chairman, The Saint Louis Brewery, LLC (brewery) (since 2012); formerly, President, The Saint Louis Brewery, Inc. (1989 to 2012); Senior Counsel (since 2017) and formerly, Partner (2009 to 2016), Thompson Coburn LLP (law firm)
Number of funds in fund complex overseen by Trustee   58
Other board memberships held by Trustee during the past five years   Director, CNB St. Louis Bank (since 2020); formerly, Director, Citizens National Bank of Greater St. Louis (2006 to 2020)

 

Interested Trustee and Officer

Jane Trust, CFA3
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 129 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee   129
Other board memberships held by Trustee during the past five years   None

 

 

ClearBridge Aggressive Growth Fund    

 

 

49

 


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers

Ted P. Becker

Franklin Templeton

620 Eighth Avenue, 47th 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 the past five years   Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason, Inc. (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020)

Susan Kerr

Franklin Templeton

620 Eighth Avenue, 47th 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 the past five years   Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of Franklin Distributors, LLC; formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020)

Marc A. De Oliveira

Franklin Templeton

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

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

 

 

50

    ClearBridge Aggressive Growth Fund


 

Additional Officers (cont’d)

Thomas C. Mandia

Franklin Templeton

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

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

Christopher Berarducci

Franklin Templeton

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

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

Jeanne M. Kelly

Franklin Templeton

620 Eighth Avenue, 47th 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 the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

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

 

1 

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

 

2 

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

 

ClearBridge Aggressive Growth Fund    

 

 

51

 


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

3 

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

 

 

52

    ClearBridge Aggressive Growth Fund


Important tax information (unaudited)

 

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

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

The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended August 31, 2022:

 

       Pursuant to:        Amount Reported  
Long-Term Capital Gain Dividends Distributed    § 852(b)(3)(C)      $ 1,358,672,021  

 

ClearBridge Aggressive Growth Fund    

 

 

53

 


ClearBridge

Aggressive Growth Fund

 

Trustees

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Chair

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Arnold L. Lehman

Robin J.W.Masters

Jerome H. Miller

Ken Miller

G. Peter O’Brien

Thomas F. Schlafly

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

ClearBridge Investments, LLC

Distributor

Franklin Distributors, LLC

Custodian

The Bank of New York Mellon

Transfer agent#

Franklin Templeton Investor

Services, LLC

3344 Quality Drive

Rancho Cordova, CA 95670-7313

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

#

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

 

ClearBridge Aggressive Growth Fund

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

ClearBridge Aggressive Growth Fund

Legg Mason Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

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

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

 

This report is submitted for the general information of the shareholders of ClearBridge Aggressive Growth Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.

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

www.franklintempleton.com

© 2022 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.


Legg Mason Funds Privacy and Security Notice

 

Your Privacy Is Our Priority

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

Information We Collect

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

Disclosure Policy

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

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

 

NOT PART OF THE ANNUAL REPORT


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

 

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

Confidentiality and Security

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

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

 

*

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

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

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

Franklin Mutual Advisers, LLC

Franklin, Templeton and Mutual Series Funds

Franklin Templeton Institutional, LLC

Franklin Templeton Investments Corp., Canada

Franklin Templeton Investments Management, Limited UK

Franklin Templeton Portfolio Advisors, Inc.

Legg Mason Funds serviced by Franklin Templeton Investor Services, LLC

Templeton Asset Management, Limited

Templeton Global Advisors, Limited

Templeton Investment Counsel, LLC

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

 

NOT PART OF THE ANNUAL REPORT


www.franklintempleton.com

© 2022 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.

FD0433 10/22 SR22-4510


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending August 31, 2021 and August 31, 2022 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $73,431 in August 31, 2021 and $60,000 in August 31, 2022.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in August 31, 2021 and $0 in August 31, 2022.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in August 31, 2021 and $10,000 in August 31, 2022. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

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

d) All Other Fees.

The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) for the Item 4 for the Legg Mason Partners Investment Trust., were $0 in August 31, 2021 and $0 in August 31, 2022.

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

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

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


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

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

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

(2) For the Legg Mason Partners Investment Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for August 31, 2021 and August 31, 2022; Tax Fees were 100% and 100% for August 31, 2021 and August 31, 2022; and Other Fees were 100% and 100% for August 31, 2021 and August 31, 2022.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Investment Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Partners Investment Trust during the reporting period were $541,900 in August 31, 2021 and $643,089 in August 31, 2022.

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


ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a)

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

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Arnold L. Lehman

Robin J. W. Masters

Jerome H. Miller

Ken Miller

G. Peter O’Brien

Thomas F. Schlafly

 

  b)

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

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

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the 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.

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

Not applicable.

 

ITEM 13.    EXHIBITS.
  

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

Exhibit 99.CODE ETH

  

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

Exhibit 99.CERT

  

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

Exhibit 99.906CERT


SIGNATURES

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

Legg Mason Partners Investment Trust

 

By:   /s/ Jane Trust
  Jane Trust
  Chief Executive Officer
Date:   October 26, 2022

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:   October 26, 2022

 

By:   /s/ Christopher Berarducci
  Christopher Berarducci
  Principal Financial Officer