UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21128
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(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: December 31
Date of reporting period:
ITEM 1. | REPORT TO STOCKHOLDERS. |
(a) The Report to Shareholders is filed herewith
|
![]() |
|
|
||
Semi-Annual Shareholder Report |
|
||
![]() |
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*,†
|
Class I1
|
$
|
|
* | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
† | Annualized. |
1 | Does not reflect expenses incurred from investing through variable annuity or variable life insurance products. |
Total Net Assets
|
$
|
Total Number of Portfolio Holdings*
|
|
Portfolio Turnover Rate
|
|
* | Does not include derivatives, except purchased options, if any. |
* | Does not include derivatives, except purchased options, if any. |
![]() |
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
Additional information is available on
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
ClearBridge Variable Appreciation Portfolio | PAGE 1 | 7149-STSR-0825 |
|
![]() |
|
|
||
Semi-Annual Shareholder Report |
|
||
![]() |
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*,†
|
Class II1
|
$
|
|
* | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
† | Annualized. |
1 | Does not reflect expenses incurred from investing through variable annuity or variable life insurance products. |
Total Net Assets
|
$
|
Total Number of Portfolio Holdings*
|
|
Portfolio Turnover Rate
|
|
* | Does not include derivatives, except purchased options, if any. |
* | Does not include derivatives, except purchased options, if any. |
![]() |
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
Additional information is available on
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
ClearBridge Variable Appreciation Portfolio | PAGE 1 | 7955-STSR-0825 |
(b) Not applicable
ITEM 2. | CODE OF ETHICS. |
Not applicable.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
ITEM 6. | SCHEDULE OF INVESTMENTS. |
(a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR. |
(b) | Not applicable. |
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
1
| |
5
| |
6
| |
7
| |
8
| |
10
| |
20
| |
20
| |
20
| |
21
|
Security
|
|
|
|
Shares
|
Value
|
Common
Stocks — 97.9% | |||||
Communication
Services — 11.9% | |||||
Entertainment
— 4.1% | |||||
Netflix
Inc. |
|
21,027
|
$28,157,887
*
| ||
Walt
Disney Co. |
|
163,614
|
20,289,772
| ||
Total
Entertainment |
48,447,659
| ||||
Interactive
Media & Services — 6.8% | |||||
Alphabet
Inc., Class A Shares |
|
113,557
|
20,012,150
| ||
Alphabet
Inc., Class C Shares |
|
66,575
|
11,809,739
| ||
Meta
Platforms Inc., Class A Shares |
|
66,032
|
48,737,559
| ||
Total
Interactive Media & Services |
80,559,448
| ||||
Wireless
Telecommunication Services — 1.0% | |||||
T-Mobile
US Inc. |
|
46,182
|
11,003,323
| ||
| |||||
Total
Communication Services |
140,010,430
| ||||
Consumer
Discretionary — 6.7% | |||||
Automobiles
— 0.6% | |||||
Tesla
Inc. |
|
23,183
|
7,364,312
*
| ||
Broadline
Retail — 3.7% | |||||
Amazon.com
Inc. |
|
198,976
|
43,653,344
*
| ||
Hotels,
Restaurants & Leisure — 0.4% | |||||
Starbucks
Corp. |
|
57,036
|
5,226,209
| ||
Specialty
Retail — 2.0% | |||||
TJX
Cos. Inc. |
|
188,792
|
23,313,924
| ||
| |||||
Total
Consumer Discretionary |
79,557,789
| ||||
Consumer
Staples — 6.6% | |||||
Beverages
— 1.2% | |||||
Coca-Cola
Co. |
|
196,534
|
13,904,781
| ||
Consumer
Staples Distribution & Retail — 3.0% | |||||
BJ’s
Wholesale Club Holdings Inc. |
|
58,784
|
6,338,679
*
| ||
Walmart
Inc. |
|
295,174
|
28,862,113
| ||
Total
Consumer Staples Distribution & Retail |
35,200,792
| ||||
Food
Products — 0.9% | |||||
McCormick
& Co. Inc., Non Voting Shares |
|
139,202
|
10,554,296
| ||
Household
Products — 1.5% | |||||
Procter
& Gamble Co. |
|
110,144
|
17,548,142
| ||
| |||||
Total
Consumer Staples |
77,208,011
| ||||
Energy
— 3.4% | |||||
Oil,
Gas & Consumable Fuels — 3.4% | |||||
Chevron
Corp. |
|
55,239
|
7,909,672
| ||
EQT
Corp. |
|
114,109
|
6,654,837
| ||
Exxon
Mobil Corp. |
|
142,474
|
15,358,697
|
Security
|
|
|
|
Shares
|
Value
|
| |||||
Oil,
Gas & Consumable Fuels — continued | |||||
Kinder
Morgan Inc. |
|
354,147
|
$10,411,922
| ||
| |||||
Total
Energy |
40,335,128
| ||||
Financials
— 15.6% | |||||
Banks
— 5.7% | |||||
Bank
of America Corp. |
|
581,296
|
27,506,927
| ||
JPMorgan
Chase & Co. |
|
137,396
|
39,832,474
| ||
Total
Banks |
67,339,401
| ||||
Capital
Markets — 1.6% | |||||
CME
Group Inc. |
|
21,996
|
6,062,538
| ||
Intercontinental
Exchange Inc. |
|
70,451
|
12,925,645
| ||
Total
Capital Markets |
18,988,183
| ||||
Financial
Services — 5.6% | |||||
Berkshire
Hathaway Inc., Class A Shares |
|
47
|
34,253,600
*
| ||
Visa
Inc., Class A Shares |
|
90,940
|
32,288,247
| ||
Total
Financial Services |
66,541,847
| ||||
Insurance
— 2.7% | |||||
Progressive
Corp. |
|
30,107
|
8,034,354
| ||
Travelers
Cos. Inc. |
|
86,556
|
23,157,192
| ||
Total
Insurance |
31,191,546
| ||||
| |||||
Total
Financials |
184,060,977
| ||||
Health
Care — 6.1% | |||||
Biotechnology
— 1.2% | |||||
AbbVie
Inc. |
|
76,964
|
14,286,057
| ||
Health
Care Equipment & Supplies — 1.0% | |||||
Stryker
Corp. |
|
28,948
|
11,452,697
| ||
Life
Sciences Tools & Services — 0.7% | |||||
Thermo
Fisher Scientific Inc. |
|
21,693
|
8,795,644
| ||
Pharmaceuticals
— 3.2% | |||||
Eli
Lilly & Co. |
|
27,621
|
21,531,398
| ||
Johnson
& Johnson |
|
104,789
|
16,006,520
| ||
Total
Pharmaceuticals |
37,537,918
| ||||
| |||||
Total
Health Care |
72,072,316
| ||||
Industrials
— 12.4% | |||||
Aerospace
& Defense — 2.4% | |||||
Boeing
Co. |
|
64,972
|
13,613,583
*
| ||
RTX
Corp. |
|
102,216
|
14,925,581
| ||
Total
Aerospace & Defense |
28,539,164
| ||||
Commercial
Services & Supplies — 1.6% | |||||
Waste
Management Inc. |
|
81,737
|
18,703,060
|
Security
|
|
|
|
Shares
|
Value
|
| |||||
Electrical
Equipment — 3.4% | |||||
Eaton
Corp. PLC |
|
66,804
|
$23,848,360
| ||
Emerson
Electric Co. |
|
118,226
|
15,763,073
| ||
Total
Electrical Equipment |
39,611,433
| ||||
Ground
Transportation — 1.6% | |||||
Canadian
Pacific Kansas City Ltd. |
|
76,478
|
6,062,411
| ||
Old
Dominion Freight Line Inc. |
|
48,804
|
7,920,889
| ||
Union
Pacific Corp. |
|
23,323
|
5,366,156
| ||
Total
Ground Transportation |
19,349,456
| ||||
Industrial
Conglomerates — 1.8% | |||||
Honeywell
International Inc. |
|
89,991
|
20,957,104
| ||
Professional
Services — 1.6% | |||||
Automatic
Data Processing Inc. |
|
63,231
|
19,500,440
| ||
| |||||
Total
Industrials |
146,660,657
| ||||
Information
Technology — 27.7% | |||||
Semiconductors
& Semiconductor Equipment — 11.7% | |||||
ASML
Holding NV, Registered Shares |
|
23,480
|
18,816,637
| ||
Broadcom
Inc. |
|
139,050
|
38,329,133
| ||
NVIDIA
Corp. |
|
450,056
|
71,104,348
| ||
Texas
Instruments Inc. |
|
46,191
|
9,590,175
| ||
Total
Semiconductors & Semiconductor Equipment |
137,840,293
| ||||
Software
— 11.8% | |||||
Microsoft
Corp. |
|
214,938
|
106,912,311
| ||
Oracle
Corp. |
|
33,137
|
7,244,742
| ||
Palo
Alto Networks Inc. |
|
41,293
|
8,450,199
*
| ||
Synopsys
Inc. |
|
32,626
|
16,726,698
*
| ||
Total
Software |
139,333,950
| ||||
Technology
Hardware, Storage & Peripherals — 4.2% | |||||
Apple
Inc. |
|
241,544
|
49,557,582
| ||
| |||||
Total
Information Technology |
326,731,825
| ||||
Materials
— 5.2% | |||||
Chemicals
— 3.0% | |||||
Ecolab
Inc. |
|
44,239
|
11,919,756
| ||
Linde
PLC |
|
31,932
|
14,981,856
| ||
Sherwin-Williams
Co. |
|
26,255
|
9,014,917
| ||
Total
Chemicals |
35,916,529
| ||||
Construction
Materials — 1.4% | |||||
Vulcan
Materials Co. |
|
61,820
|
16,123,892
|
Security
|
|
|
|
Shares
|
Value
|
| |||||
Containers
& Packaging — 0.8% | |||||
Crown
Holdings Inc. |
|
92,037
|
$9,477,970
| ||
| |||||
Total
Materials |
61,518,391
| ||||
Real
Estate — 1.0% | |||||
Specialized
REITs — 1.0% | |||||
American
Tower Corp. |
|
55,108
|
12,179,970
| ||
| |||||
Utilities
— 1.3% | |||||
Electric
Utilities — 1.1% | |||||
Entergy
Corp. |
|
152,066
|
12,639,726
| ||
Multi-Utilities
— 0.2% | |||||
WEC
Energy Group Inc. |
|
25,053
|
2,610,523
| ||
| |||||
Total
Utilities |
15,250,249
| ||||
Total
Investments before Short-Term Investments (Cost — $423,237,752) |
1,155,585,743
| ||||
|
|
Rate
|
|
|
|
Short-Term
Investments — 2.2% | |||||
JPMorgan
100% U.S. Treasury Securities Money Market
Fund,
Institutional Class |
4.092%
|
|
13,127,549
|
13,127,549
(a)
| |
Western
Asset Premier Institutional U.S. Treasury
Reserves,
Premium Shares |
4.187%
|
|
13,127,549
|
13,127,549
(a)(b)
| |
| |||||
Total
Short-Term Investments (Cost — $26,255,098) |
26,255,098
| ||||
Total
Investments — 100.1% (Cost — $449,492,850) |
1,181,840,841
| ||||
Liabilities
in Excess of Other Assets — (0.1)% |
(628,850
) | ||||
Total
Net Assets — 100.0% |
$1,181,211,991
|
*
|
Non-income
producing security. |
(a)
|
Rate
shown is one-day yield as of the end of the reporting period.
|
(b)
|
In
this instance, as defined in the Investment Company Act of 1940, an “Affiliated
Company”
represents Portfolio
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 Portfolio. At June 30, 2025, the total market value of investments in Affiliated
Companies
was $13,127,549 and the cost was $13,127,549 (Note
8). |
Assets:
|
|
Investments
in unaffiliated securities, at value (Cost — $436,365,301) |
$1,168,713,292
|
Investments
in affiliated securities, at value (Cost — $13,127,549) |
13,127,549
|
Dividends
receivable from unaffiliated investments |
545,759
|
Dividends
receivable from affiliated investments |
46,335
|
Receivable
for Portfolio shares sold |
40,589
|
Prepaid
expenses |
11
|
Total
Assets |
1,182,473,535
|
Liabilities:
|
|
Investment
management fee payable |
637,429
|
Payable
for Portfolio shares repurchased |
429,765
|
Service
and/or distribution fees payable |
68,932
|
Fund
accounting fees payable |
64,932
|
Trustees’
fees payable |
13,465
|
Accrued
expenses |
47,021
|
Total
Liabilities |
1,261,544
|
Total
Net Assets |
$1,181,211,991
|
Net
Assets: |
|
Par
value (Note
7) |
$174
|
Paid-in
capital in excess of par value |
340,958,952
|
Total
distributable earnings (loss)
|
840,252,865
|
Total
Net Assets |
$1,181,211,991
|
Net
Assets: |
|
Class
I |
$836,239,307
|
Class
II |
$344,972,684
|
Shares
Outstanding: |
|
Class
I |
12,302,940
|
Class
II |
5,122,534
|
Net
Asset Value: |
|
Class
I
|
$67.97
|
Class
II
|
$67.34
|
Investment
Income: |
|
Dividends
from unaffiliated investments |
$7,162,841
|
Dividends
from affiliated investments |
278,369
|
Less:
Foreign taxes withheld |
(19,206
) |
Total
Investment Income |
7,422,004
|
Expenses:
|
|
Investment
management fee (Note
2) |
3,797,910
|
Service
and/or distribution fees
(Notes 2 and 5)
|
400,265
|
Fund
accounting fees |
38,642
|
Legal
fees |
31,460
|
Trustees’
fees |
31,143
|
Shareholder
reports |
20,920
|
Audit
and tax fees |
15,907
|
Commitment
fees (Note
9) |
4,769
|
Custody
fees |
3,572
|
Insurance
|
3,433
|
Transfer
agent fees (Notes 2 and 5) |
447
|
Interest
expense
|
93
|
Miscellaneous
expenses |
7,072
|
Total
Expenses |
4,355,633
|
Less:
Fee waivers and/or expense reimbursements (Notes
2 and 5) |
(7,473
) |
Net
Expenses |
4,348,160
|
Net
Investment Income |
3,073,844
|
Realized
and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions
(Notes
1 and 3): | |
Net
Realized Gain From: |
|
Investment
transactions in unaffiliated securities |
105,429,087
|
Foreign
currency transactions |
299
|
Net
Realized Gain
|
105,429,386
|
Change
in Net Unrealized Appreciation (Depreciation) From: |
|
Investments
in unaffiliated securities |
(31,468,690
) |
Foreign
currencies |
(7
) |
Change
in Net Unrealized Appreciation (Depreciation)
|
(31,468,697
) |
Net
Gain on Investments and Foreign Currency Transactions
|
73,960,689
|
Increase
in Net Assets From Operations |
$77,034,533
|
For
the Six Months Ended June 30, 2025 (unaudited)
and
the Year Ended December 31, 2024 |
2025
|
2024
|
Operations:
|
|
|
Net
investment income
|
$3,073,844
|
$7,158,323
|
Net
realized gain
|
105,429,386
|
111,268,511
|
Change
in net unrealized appreciation (depreciation)
|
(31,468,697
) |
105,309,517
|
Increase
in Net Assets From Operations |
77,034,533
|
223,736,351
|
Distributions
to Shareholders From (Notes
1 and 6): |
|
|
Total
distributable earnings |
(6,595,379
) |
(122,566,282
) |
Decrease
in Net Assets From Distributions to Shareholders |
(6,595,379
) |
(122,566,282
) |
Portfolio
Share Transactions (Note
7): |
|
|
Net
proceeds from sale of shares
|
31,113,344
|
52,282,748
|
Reinvestment
of distributions |
6,595,379
|
122,566,282
|
Cost
of shares repurchased
|
(78,595,806
) |
(140,944,975
) |
Increase
(Decrease) in Net Assets From Portfolio Share
Transactions
|
(40,887,083
) |
33,904,055
|
Increase
in Net Assets |
29,552,071
|
135,074,124
|
Net
Assets: |
|
|
Beginning
of period |
1,151,659,920
|
1,016,585,796
|
End
of period |
$1,181,211,991
|
$1,151,659,920
|
For
a share of each class of beneficial interest outstanding throughout each year ended December 31,
unless
otherwise noted: | ||||||
Class
I Shares1
|
20252
|
2024
|
2023
|
2022
|
2021
|
2020
|
Net
asset value, beginning of period |
$63.91
|
$58.03
|
$50.29
|
$61.10
|
$51.55
|
$46.78
|
Income
(loss) from operations: | ||||||
Net
investment income |
0.20
|
0.46
|
0.54
|
0.56
|
0.42
|
0.47
|
Net
realized and unrealized gain (loss) |
4.24
|
12.88
|
9.30
|
(8.17
) |
11.72
|
6.31
|
Total
income (loss) from operations |
4.44
|
13.34
|
9.84
|
(7.61)
|
12.14
|
6.78
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.01
) |
(0.51
) |
(0.54
) |
(0.58
) |
(0.37
) |
(0.50
) |
Net
realized gains |
(0.37
) |
(6.95
) |
(1.56
) |
(2.62
) |
(2.22
) |
(1.51
) |
Total
distributions
|
(0.38
) |
(7.46
) |
(2.10
) |
(3.20
) |
(2.59
) |
(2.01
) |
Net
asset value, end of period |
$67.97
|
$63.91
|
$58.03
|
$50.29
|
$61.10
|
$51.55
|
Total
return3
|
6.96
% |
22.65
% |
19.71
% |
(12.44
)% |
23.66
% |
14.78
% |
Net
assets, end of period (millions) |
$836
|
$828
|
$752
|
$679
|
$829
|
$673
|
Ratios
to average net assets: | ||||||
Gross
expenses |
0.71
%4
|
0.70
% |
0.72
% |
0.72
% |
0.72
% |
0.74
% |
Net
expenses5,6
|
0.70
4
|
0.70
|
0.72
|
0.72
|
0.72
|
0.74
|
Net
investment income |
0.62
4
|
0.71
|
0.99
|
1.04
|
0.72
|
1.02
|
Portfolio
turnover rate |
16
% |
17
% |
10
% |
9
% |
12
% |
13
% |
1
|
Per
share amounts have been calculated using the average shares method. |
2
|
For
the six months ended June 30, 2025 (unaudited). |
3
|
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. Total returns do not reflect expenses associated with separate accounts such as
administrative
fees, account charges and surrender charges which, if reflected, would reduce the total return for
all
periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one
year
are not annualized. |
4
|
Annualized.
|
5
|
As
a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest,
brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average
net
assets of Class I shares did not exceed 0.80%. This expense limitation arrangement cannot be terminated prior
to
December 31, 2026 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the
Portfolio’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. |
6
|
Reflects
fee waivers and/or expense reimbursements. |
For
a share of each class of beneficial interest outstanding throughout each year ended December 31,
unless
otherwise noted: | ||||||
Class
II Shares1
|
20252
|
2024
|
2023
|
2022
|
2021
|
2020
|
Net
asset value, beginning of period |
$63.41
|
$57.63
|
$49.97
|
$60.72
|
$51.26
|
$46.55
|
Income
(loss) from operations: | ||||||
Net
investment income |
0.12
|
0.30
|
0.40
|
0.39
|
0.27
|
0.35
|
Net
realized and unrealized gain (loss) |
4.19
|
12.78
|
9.22
|
(8.08
) |
11.64
|
6.27
|
Total
income (loss) from operations |
4.31
|
13.08
|
9.62
|
(7.69)
|
11.91
|
6.62
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.01
) |
(0.35
) |
(0.40
) |
(0.44
) |
(0.23
) |
(0.40
) |
Net
realized gains |
(0.37
) |
(6.95
) |
(1.56
) |
(2.62
) |
(2.22
) |
(1.51
) |
Total
distributions
|
(0.38
) |
(7.30
) |
(1.96
) |
(3.06
) |
(2.45
) |
(1.91
) |
Net
asset value, end of period |
$67.34
|
$63.41
|
$57.63
|
$49.97
|
$60.72
|
$51.26
|
Total
return3
|
6.82
% |
22.37
% |
19.39
% |
(12.64
)% |
23.34
% |
14.48
% |
Net
assets, end of period (millions) |
$345
|
$323
|
$265
|
$221
|
$256
|
$191
|
Ratios
to average net assets: | ||||||
Gross
expenses |
0.96
%4
|
0.95
% |
0.97
% |
0.97
% |
0.97
% |
0.99
% |
Net
expenses5,6
|
0.95
4
|
0.95
|
0.97
|
0.97
|
0.97
|
0.99
|
Net
investment income |
0.37
4
|
0.46
|
0.74
|
0.73
|
0.47
|
0.76
|
Portfolio
turnover rate |
16
% |
17
% |
10
% |
9
% |
12
% |
13
% |
1
|
Per
share amounts have been calculated using the average shares method. |
2
|
For
the six months ended June 30, 2025 (unaudited). |
3
|
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. Total returns do not reflect expenses associated with separate accounts such as
administrative
fees, account charges and surrender charges which, if reflected, would reduce the total return for
all
periods shown. Past performance is no guarantee of future results. Total returns for periods of less than one
year
are not annualized. |
4
|
Annualized.
|
5
|
As
a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest,
brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average
net
assets of Class II shares did not exceed 1.05%. This expense limitation arrangement cannot be terminated prior
to
December 31, 2026 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the
Portfolio’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.
|
6
|
Reflects
fee waivers and/or expense reimbursements. |
ASSETS
| ||||
Description
|
Quoted
Prices
(Level
1) |
Other
Significant
Observable
Inputs
(Level
2) |
Significant
Unobservable
Inputs
(Level
3) |
Total
|
Common
Stocks† |
$1,155,585,743
|
—
|
—
|
$1,155,585,743
|
Short-Term
Investments† |
26,255,098
|
—
|
—
|
26,255,098
|
Total
Investments |
$1,181,840,841
|
—
|
—
|
$1,181,840,841
|
†
|
See
Schedule of Investments for additional detailed categorizations. |
Average
Daily Net Assets |
Annual
Rate |
First
$250 million |
0.750
% |
Next
$250 million |
0.700
|
Next
$500 million |
0.650
|
Next
$1 billion |
0.600
|
Next
$1 billion |
0.550
|
Over
$3 billion |
0.500
|
Purchases
|
$177,500,922
|
Sales
|
231,243,621
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
Securities
|
$450,064,584
|
$735,787,701
|
$(4,011,444)
|
$731,776,257
|
|
Service
and/or
Distribution
Fees |
Transfer
Agent
Fees
|
Class
I |
—
|
$151
|
Class
II |
$400,265
|
296
|
Total
|
$400,265
|
$447
|
|
Waivers/Expense
Reimbursements
|
Class
I |
$5,334
|
Class
II |
2,139
|
Total
|
$7,473
|
|
Six
Months Ended
June
30, 2025 |
Year
Ended
December
31, 2024 |
Net
Investment Income: |
|
|
Class
I |
$141,236
|
$6,064,270
|
Class
II |
58,769
|
1,608,958
|
Total
|
$200,005
|
$7,673,228
|
Net
Realized Gains: |
|
|
Class
I |
$4,516,180
|
$82,683,800
|
Class
II |
1,879,194
|
32,209,254
|
Total
|
$6,395,374
|
$114,893,054
|
|
Six Months
Ended
June 30,
2025 |
Year Ended
December
31, 2024 | ||
|
Shares
|
Amount
|
Shares
|
Amount
|
Class
I |
|
|
|
|
Shares
sold |
301,416
|
$19,007,089
|
453,988
|
$29,054,458
|
Shares
issued on reinvestment |
70,556
|
4,657,416
|
1,340,746
|
88,748,070
|
Shares
repurchased |
(1,031,114
) |
(66,114,518
) |
(1,792,237
) |
(117,027,078
) |
Net
increase (decrease) |
(659,142
) |
$(42,450,013
) |
2,497
|
$775,450
|
Class
II |
|
|
|
|
Shares
sold |
192,821
|
$12,106,255
|
360,999
|
$23,228,290
|
Shares
issued on reinvestment |
29,628
|
1,937,963
|
514,870
|
33,818,212
|
Shares
repurchased |
(197,538
) |
(12,481,288
) |
(367,956
) |
(23,917,897
) |
Net
increase |
24,911
|
$1,562,930
|
507,913
|
$33,128,605
|
|
Affiliate
Value at
December 31, 2024
|
Purchased
|
Sold
| ||
Cost
|
Shares
|
Proceeds
|
Shares
| ||
Western
Asset
Premier
Institutional
U.S.
Treasury
Reserves,
Premium
Shares |
$8,231,470
|
$46,339,733
|
46,339,733
|
$41,443,654
|
41,443,654
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease)
in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
June 30,
2025
|
Western
Asset Premier
Institutional
U.S.
Treasury
Reserves,
Premium
Shares |
—
|
$278,369
|
—
|
$13,127,549
|
Changes
in and Disagreements with Accountants |
For
the period covered by this report |
Not
applicable. |
|
Results
of Meeting(s) of Shareholders |
For
the period covered by this report |
Not
applicable. |
|
Remuneration
Paid to Directors, Officers and Others |
For
the period covered by this report |
Refer
to the financial statements included herein. |
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR, as applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
ITEM 16. | 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 period covered by this report that have materially affected, or are likely to materially affect the Registrant’s internal control over financial reporting. |
ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 19. | EXHIBITS. |
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (3) 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 Variable Equity Trust | ||
By: | /s/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | August 19, 2025 |
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: | August 19, 2025 | |
By: | /s/ Christopher Berarducci | |
Christopher Berarducci | ||
Principal Financial Officer | ||
Date: | August 19, 2025 |