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
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Semi-Annual Shareholder Report |
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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. |
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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 Small Cap Growth Portfolio | PAGE 1 | 7877-STSR-0825 |
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Semi-Annual Shareholder Report |
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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 Small Cap Growth Portfolio | PAGE 1 | 7935-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
| |
6
| |
7
| |
8
| |
9
| |
11
| |
22
| |
22
| |
22
| |
23
|
Security
|
|
|
|
Shares
|
Value
|
Common
Stocks — 95.0% | |||||
Communication
Services — 0.6% | |||||
Media
— 0.6% | |||||
Integral
Ad Science Holding Corp. |
|
280,400
|
$2,330,124
*
| ||
| |||||
Consumer
Discretionary — 8.5% | |||||
Automobile
Components — 0.9% | |||||
Fox
Factory Holding Corp. |
|
56,339
|
1,461,434
*
| ||
Modine
Manufacturing Co. |
|
22,800
|
2,245,800
*
| ||
Total
Automobile Components |
3,707,234
| ||||
Broadline
Retail — 1.3% | |||||
Global-e
Online Ltd. |
|
151,600
|
5,084,664
*
| ||
Diversified
Consumer Services — 0.8% | |||||
Duolingo
Inc. |
|
3,500
|
1,435,070
*
| ||
Universal
Technical Institute Inc. |
|
45,700
|
1,548,773
*
| ||
Total
Diversified Consumer Services |
2,983,843
| ||||
Hotels,
Restaurants & Leisure — 4.3% | |||||
Dutch
Bros Inc., Class A Shares |
|
104,405
|
7,138,170
*
| ||
Wingstop
Inc. |
|
30,141
|
10,149,680
| ||
Total
Hotels, Restaurants & Leisure |
17,287,850
| ||||
Household
Durables — 0.6% | |||||
Installed
Building Products Inc. |
|
13,700
|
2,470,384
| ||
Specialty
Retail — 0.6% | |||||
Abercrombie
& Fitch Co., Class A Shares |
|
17,400
|
1,441,590
*
| ||
Boot
Barn Holdings Inc. |
|
7,300
|
1,109,600
*
| ||
Total
Specialty Retail |
2,551,190
| ||||
| |||||
Total
Consumer Discretionary |
34,085,165
| ||||
Consumer
Staples — 8.5% | |||||
Consumer
Staples Distribution & Retail — 7.8% | |||||
BJ’s
Wholesale Club Holdings Inc. |
|
85,683
|
9,239,198
*
| ||
Casey’s
General Stores Inc. |
|
22,573
|
11,518,325
| ||
Grocery
Outlet Holding Corp. |
|
238,286
|
2,959,512
*
| ||
Performance
Food Group Co. |
|
84,866
|
7,423,229
*
| ||
Total
Consumer Staples Distribution & Retail |
31,140,264
| ||||
Personal
Care Products — 0.7% | |||||
e.l.f.
Beauty Inc. |
|
24,000
|
2,986,560
*
| ||
| |||||
Total
Consumer Staples |
34,126,824
| ||||
Energy
— 3.2% | |||||
Energy
Equipment & Services — 1.8% | |||||
Archrock
Inc. |
|
83,700
|
2,078,271
| ||
Cactus
Inc., Class A Shares |
|
114,480
|
5,005,065
| ||
Total
Energy Equipment & Services |
7,083,336
|
Security
|
|
|
|
Shares
|
Value
|
| |||||
Oil,
Gas & Consumable Fuels — 1.4% | |||||
Matador
Resources Co. |
|
116,700
|
$5,568,924
| ||
| |||||
Total
Energy |
12,652,260
| ||||
Financials
— 10.6% | |||||
Banks
— 2.2% | |||||
Pathward
Financial Inc. |
|
15,200
|
1,202,624
| ||
UMB
Financial Corp. |
|
11,300
|
1,188,308
| ||
Wintrust
Financial Corp. |
|
50,100
|
6,211,398
| ||
Total
Banks |
8,602,330
| ||||
Capital
Markets — 4.1% | |||||
Hamilton
Lane Inc., Class A Shares |
|
58,303
|
8,286,022
| ||
PJT
Partners Inc., Class A Shares |
|
50,601
|
8,349,671
| ||
Total
Capital Markets |
16,635,693
| ||||
Financial
Services — 3.1% | |||||
NMI
Holdings Inc. |
|
93,000
|
3,923,670
*
| ||
Shift4
Payments Inc., Class A Shares |
|
87,625
|
8,684,514
*
| ||
Total
Financial Services |
12,608,184
| ||||
Insurance
— 1.2% | |||||
Oscar
Health Inc., Class A Shares |
|
87,300
|
1,871,712
*
| ||
Trupanion
Inc. |
|
52,839
|
2,924,639
*
| ||
Total
Insurance |
4,796,351
| ||||
| |||||
Total
Financials |
42,642,558
| ||||
Health
Care — 20.4% | |||||
Biotechnology
— 8.6% | |||||
Biohaven
Ltd. |
|
54,449
|
768,275
*
| ||
Blueprint
Medicines Corp. |
|
43,300
|
5,550,194
*
| ||
Bridgebio
Pharma Inc. |
|
22,200
|
958,596
*
| ||
Caris
Life Sciences Inc. |
|
70,806
|
1,891,939
*
| ||
Geron
Corp. |
|
655,600
|
924,396
*
| ||
Insmed
Inc. |
|
82,800
|
8,332,992
*
| ||
Mirum
Pharmaceuticals Inc. |
|
123,000
|
6,259,470
*
| ||
Rhythm
Pharmaceuticals Inc. |
|
24,800
|
1,567,112
*
| ||
TG
Therapeutics Inc. |
|
154,400
|
5,556,856
*
| ||
Ultragenyx
Pharmaceutical Inc. |
|
42,121
|
1,531,520
*
| ||
Vaxcyte
Inc. |
|
18,300
|
594,933
*
| ||
Viking
Therapeutics Inc. |
|
28,000
|
742,000
*
| ||
Total
Biotechnology |
34,678,283
| ||||
Health
Care Equipment & Supplies — 5.3% | |||||
Glaukos
Corp. |
|
32,200
|
3,325,938
*
| ||
Insulet
Corp. |
|
19,076
|
5,993,298
*
| ||
Lantheus
Holdings Inc. |
|
26,200
|
2,144,732
*
|
Security
|
|
|
|
Shares
|
Value
|
| |||||
Health
Care Equipment & Supplies — continued | |||||
Penumbra
Inc. |
|
38,026
|
$9,758,612
*
| ||
Total
Health Care Equipment & Supplies |
21,222,580
| ||||
Health
Care Providers & Services — 4.8% | |||||
HealthEquity
Inc. |
|
65,632
|
6,875,608
*
| ||
Hims
& Hers Health Inc. |
|
24,400
|
1,216,340
*
| ||
RadNet
Inc. |
|
94,500
|
5,377,995
*
| ||
Surgery
Partners Inc. |
|
255,198
|
5,673,052
*
| ||
Total
Health Care Providers & Services |
19,142,995
| ||||
Life
Sciences Tools & Services — 1.4% | |||||
ICON
PLC |
|
19,500
|
2,836,275
*
| ||
Medpace
Holdings Inc. |
|
9,100
|
2,856,126
*
| ||
Total
Life Sciences Tools & Services |
5,692,401
| ||||
Pharmaceuticals
— 0.3% | |||||
Tarsus
Pharmaceuticals Inc. |
|
34,600
|
1,401,646
*
| ||
| |||||
Total
Health Care |
82,137,905
| ||||
Industrials
— 19.3% | |||||
Aerospace
& Defense — 3.4% | |||||
BWX
Technologies Inc. |
|
51,800
|
7,462,308
| ||
Moog
Inc., Class A Shares |
|
29,300
|
5,302,421
| ||
Voyager
Technologies Inc., Class A Shares |
|
20,503
|
804,743
*
| ||
Total
Aerospace & Defense |
13,569,472
| ||||
Air
Freight & Logistics — 1.4% | |||||
GXO
Logistics Inc. |
|
114,585
|
5,580,290
*
| ||
Building
Products — 1.5% | |||||
Trex
Co. Inc. |
|
110,727
|
6,021,334
*
| ||
Construction
& Engineering — 3.1% | |||||
Construction
Partners Inc., Class A Shares |
|
83,100
|
8,831,868
*
| ||
Fluor
Corp. |
|
54,900
|
2,814,723
*
| ||
Limbach
Holdings Inc. |
|
5,900
|
826,590
*
| ||
Total
Construction & Engineering |
12,473,181
| ||||
Electrical
Equipment — 1.3% | |||||
Bloom
Energy Corp., Class A Shares |
|
216,969
|
5,189,898
*
| ||
Ground
Transportation — 2.6% | |||||
XPO
Inc. |
|
82,380
|
10,403,770
*
| ||
Machinery
— 2.9% | |||||
RBC
Bearings Inc. |
|
30,636
|
11,788,733
*
| ||
Trading
Companies & Distributors — 3.1% | |||||
FTAI
Aviation Ltd. |
|
32,900
|
3,784,816
| ||
McGrath
RentCorp. |
|
42,000
|
4,870,320
|
Security
|
|
|
|
Shares
|
Value
|
| |||||
Trading
Companies & Distributors — continued | |||||
Xometry
Inc., Class A Shares |
|
120,087
|
$4,057,740
*
| ||
Total
Trading Companies & Distributors |
12,712,876
| ||||
| |||||
Total
Industrials |
77,739,554
| ||||
Information
Technology — 21.2% | |||||
Electronic
Equipment, Instruments & Components — 3.6% | |||||
Fabrinet
|
|
19,200
|
5,657,856
*
| ||
Novanta
Inc. |
|
11,900
|
1,534,267
*
| ||
OSI
Systems Inc. |
|
31,343
|
7,047,787
*
| ||
Total
Electronic Equipment, Instruments & Components |
14,239,910
| ||||
IT
Services — 2.3% | |||||
Wix.com
Ltd. |
|
59,247
|
9,388,280
*
| ||
Semiconductors
& Semiconductor Equipment — 3.9% | |||||
Allegro
MicroSystems Inc. |
|
220,615
|
7,542,827
*
| ||
Lattice
Semiconductor Corp. |
|
162,850
|
7,978,021
*
| ||
Total
Semiconductors & Semiconductor Equipment |
15,520,848
| ||||
Software
— 11.0% | |||||
Brain
Corp. |
|
52,367
|
238,420
*(a)(b)(c)
| ||
Clearwater
Analytics Holdings Inc., Class A Shares |
|
115,400
|
2,530,722
*
| ||
Intapp
Inc. |
|
95,400
|
4,924,548
*
| ||
Jamf
Holding Corp. |
|
109,495
|
1,041,297
*
| ||
Klaviyo
Inc., Class A Shares |
|
204,649
|
6,872,113
*
| ||
nCino
Inc. |
|
142,200
|
3,977,334
*
| ||
Onestream
Inc. |
|
62,919
|
1,780,608
*
| ||
PagerDuty
Inc. |
|
257,154
|
3,929,313
*
| ||
Qualys
Inc. |
|
11,265
|
1,609,431
*
| ||
Sprout
Social Inc., Class A Shares |
|
176,950
|
3,700,025
*
| ||
Varonis
Systems Inc. |
|
203,667
|
10,336,100
*
| ||
Zeta
Global Holdings Corp., Class A Shares |
|
212,970
|
3,298,905
*
| ||
Total
Software |
44,238,816
| ||||
Technology
Hardware, Storage & Peripherals — 0.4% | |||||
IonQ
Inc. |
|
39,000
|
1,675,830
*
| ||
| |||||
Total
Information Technology |
85,063,684
| ||||
Materials
— 2.7% | |||||
Chemicals
— 2.7% | |||||
Balchem
Corp. |
|
38,356
|
6,106,275
| ||
Element
Solutions Inc. |
|
215,800
|
4,887,870
| ||
| |||||
Total
Materials |
10,994,145
| ||||
Total
Common Stocks (Cost — $260,691,482) |
381,772,219
|
Security
|
|
|
|
Shares
|
Value
|
Investments
in Underlying Funds — 2.5% | |||||
iShares
Trust — iShares Russell 2000 Growth ETF |
|
|
10,100
|
$2,887,186
| |
SPDR
S&P Biotech ETF |
|
|
87,900
|
7,289,547
| |
| |||||
Total
Investments in Underlying Funds (Cost — $10,863,831) |
10,176,733
| ||||
|
|
Rate
|
|
|
|
Preferred
Stocks — 0.2% | |||||
Information
Technology — 0.2% | |||||
Software
— 0.2% | |||||
Brain
Corp. (Cost — $898,085) |
—
|
|
170,237
|
775,067
*(a)(b)(c)
| |
Total
Investments before Short-Term Investments (Cost — $272,453,398) |
392,724,019
| ||||
| |||||
Short-Term
Investments — 1.9% | |||||
JPMorgan
100% U.S. Treasury Securities Money Market
Fund,
Institutional Class |
4.092%
|
|
3,957,550
|
3,957,550
(d)
| |
Western
Asset Premier Institutional U.S. Treasury
Reserves,
Premium Shares |
4.187%
|
|
3,957,550
|
3,957,550
(d)(e)
| |
| |||||
Total
Short-Term Investments (Cost — $7,915,100) |
7,915,100
| ||||
Total
Investments — 99.6% (Cost — $280,368,498) |
400,639,119
| ||||
Other
Assets in Excess of Liabilities — 0.4% |
1,428,122
| ||||
Total
Net Assets — 100.0% |
$402,067,241
|
*
|
Non-income
producing security. |
(a)
|
Security
is fair valued in accordance with procedures approved by the Board of Trustees (Note
1). |
(b)
|
Security
is valued using significant unobservable inputs (Note
1). |
(c)
|
Restricted
security (Note 9).
|
(d)
|
Rate
shown is one-day yield as of the end of the reporting period.
|
(e)
|
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 $3,957,550 and the cost was $3,957,550 (Note
8). |
Abbreviation(s)
used in this schedule: | ||
ETF
|
—
|
Exchange-Traded
Fund |
SPDR
|
—
|
Standard
& Poor’s Depositary Receipts |
Assets:
|
|
Investments
in unaffiliated securities, at value (Cost — $276,410,948) |
$396,681,569
|
Investments
in affiliated securities, at value (Cost — $3,957,550) |
3,957,550
|
Receivable
for Portfolio shares sold |
2,006,879
|
Dividends
receivable from unaffiliated investments |
48,108
|
Dividends
receivable from affiliated investments |
16,997
|
Prepaid
expenses |
29
|
Total
Assets |
402,711,132
|
Liabilities:
|
|
Payable
for Portfolio shares repurchased |
273,196
|
Investment
management fee payable |
241,711
|
Fund
accounting fees payable |
58,660
|
Service
and/or distribution fees payable |
27,072
|
Trustees’
fees payable |
5,859
|
Accrued
expenses |
37,393
|
Total
Liabilities |
643,891
|
Total
Net Assets |
$402,067,241
|
Net
Assets: |
|
Par
value (Note
7) |
$151
|
Paid-in
capital in excess of par value |
266,065,810
|
Total
distributable earnings (loss)
|
136,001,280
|
Total
Net Assets |
$402,067,241
|
Net
Assets: |
|
Class
I |
$264,516,815
|
Class
II |
$137,550,426
|
Shares
Outstanding: |
|
Class
I |
9,636,786
|
Class
II |
5,469,671
|
Net
Asset Value: |
|
Class
I
|
$27.45
|
Class
II
|
$25.15
|
Investment
Income: |
|
Dividends
from unaffiliated investments |
$568,546
|
Dividends
from affiliated investments |
84,777
|
Total
Investment Income |
653,323
|
Expenses:
|
|
Investment
management fee (Note
2) |
1,460,527
|
Service
and/or distribution fees
(Notes 2 and 5)
|
161,352
|
Fund
accounting fees |
34,891
|
Legal
fees |
17,385
|
Audit
and tax fees |
15,981
|
Trustees’
fees |
11,342
|
Shareholder
reports |
11,159
|
Commitment
fees (Note
10) |
1,731
|
Transfer
agent fees (Notes 2 and 5) |
1,440
|
Insurance
|
1,215
|
Custody
fees |
93
|
Interest
expense
|
27
|
Miscellaneous
expenses |
4,419
|
Total
Expenses |
1,721,562
|
Less:
Fee waivers and/or expense reimbursements (Notes
2 and 5) |
(2,359
) |
Net
Expenses |
1,719,203
|
Net
Investment Loss |
(1,065,880
) |
Realized
and Unrealized Gain (Loss) on Investments and Written Options
(Notes 1, 3 and 4):
| |
Net
Realized Gain From: |
|
Investment
transactions in unaffiliated securities |
17,461,639
|
Written
options |
34,976
|
Net
Realized Gain
|
17,496,615
|
Change
in Net Unrealized Appreciation (Depreciation) From Unaffiliated
Investments
|
(8,945,188
) |
Net
Gain on Investments and Written Options
|
8,551,427
|
Increase
in Net Assets From Operations |
$7,485,547
|
For
the Six Months Ended June 30, 2025 (unaudited)
and
the Year Ended December 31, 2024 |
2025
|
2024
|
Operations:
|
|
|
Net
investment loss
|
$(1,065,880
) |
$(2,202,099
) |
Net
realized gain
|
17,496,615
|
26,668,719
|
Change
in net unrealized appreciation (depreciation)
|
(8,945,188
) |
(7,175,479
) |
Increase
in Net Assets From Operations |
7,485,547
|
17,291,141
|
Distributions
to Shareholders From (Notes
1 and 6): |
|
|
Total
distributable earnings |
(12,781,538
) |
(14,061,644
) |
Decrease
in Net Assets From Distributions to Shareholders |
(12,781,538
) |
(14,061,644
) |
Portfolio
Share Transactions (Note
7): |
|
|
Net
proceeds from sale of shares
|
47,968,070
|
81,768,621
|
Reinvestment
of distributions |
12,781,538
|
14,061,644
|
Cost
of shares repurchased
|
(58,347,239
) |
(116,936,928
) |
Increase
(Decrease) in Net Assets From Portfolio Share
Transactions
|
2,402,369
|
(21,106,663
) |
Decrease
in Net Assets |
(2,893,622
) |
(17,877,166
) |
Net
Assets: |
|
|
Beginning
of period |
404,960,863
|
422,838,029
|
End
of period |
$402,067,241
|
$404,960,863
|
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 |
$27.69
|
$27.35
|
$25.23
|
$36.32
|
$36.60
|
$27.54
|
Income
(loss) from operations: | ||||||
Net
investment loss |
(0.06
) |
(0.13
) |
(0.10
) |
(0.12
) |
(0.18
) |
(0.15
) |
Net
realized and unrealized gain (loss) |
0.70
|
1.43
|
2.22
|
(10.42
) |
4.70
|
11.83
|
Total
income (loss) from operations |
0.64
|
1.30
|
2.12
|
(10.54)
|
4.52
|
11.68
|
Less
distributions from: |
|
|
|
|
|
|
Net
realized gains |
(0.88
) |
(0.96
) |
—
|
(0.55
) |
(4.80
) |
(2.62
) |
Total
distributions
|
(0.88
) |
(0.96
) |
—
|
(0.55
) |
(4.80
) |
(2.62
) |
Net
asset value, end of period |
$27.45
|
$27.69
|
$27.35
|
$25.23
|
$36.32
|
$36.60
|
Total
return3
|
2.33
% |
4.50
% |
8.40
% |
(28.85
)% |
12.61
% |
43.26
% |
Net
assets, end of period (millions) |
$265
|
$270
|
$287
|
$261
|
$368
|
$351
|
Ratios
to average net assets: | ||||||
Gross
expenses |
0.80
%4
|
0.80
% |
0.80
% |
0.80
% |
0.80
% |
0.81
% |
Net
expenses5,6
|
0.80
4
|
0.80
|
0.80
|
0.80
|
0.80
|
0.81
|
Net
investment loss |
(0.46
)4
|
(0.45
) |
(0.39
) |
(0.43
) |
(0.46
) |
(0.52
) |
Portfolio
turnover rate |
22
% |
36
% |
15
% |
8
% |
16
% |
21
% |
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 1.00%. 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 |
$25.47
|
$25.29
|
$23.39
|
$33.81
|
$34.46
|
$26.11
|
Income
(loss) from operations: | ||||||
Net
investment loss |
(0.09
) |
(0.18
) |
(0.15
) |
(0.17
) |
(0.27
) |
(0.21
) |
Net
realized and unrealized gain (loss) |
0.65
|
1.32
|
2.05
|
(9.70
) |
4.42
|
11.18
|
Total
income (loss) from operations |
0.56
|
1.14
|
1.90
|
(9.87)
|
4.15
|
10.97
|
Less
distributions from: |
|
|
|
|
|
|
Net
realized gains |
(0.88
) |
(0.96
) |
—
|
(0.55
) |
(4.80
) |
(2.62
) |
Total
distributions
|
(0.88
) |
(0.96
) |
—
|
(0.55
) |
(4.80
) |
(2.62
) |
Net
asset value, end of period |
$25.15
|
$25.47
|
$25.29
|
$23.39
|
$33.81
|
$34.46
|
Total
return3
|
2.22
% |
4.23
% |
8.12
% |
(29.01
)% |
12.31
% |
42.91
% |
Net
assets, end of period (millions) |
$138
|
$135
|
$136
|
$117
|
$175
|
$153
|
Ratios
to average net assets: | ||||||
Gross
expenses |
1.05
%4
|
1.05
% |
1.05
% |
1.05
% |
1.05
% |
1.06
% |
Net
expenses5,6
|
1.05
4
|
1.05
|
1.05
|
1.04
|
1.05
|
1.06
|
Net
investment loss |
(0.71
)4
|
(0.70
) |
(0.64
) |
(0.69
) |
(0.71
) |
(0.76
) |
Portfolio
turnover rate |
22
% |
36
% |
15
% |
8
% |
16
% |
21
% |
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 1.25%. 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
|
Long-Term
Investments†: |
|
|
|
|
Common
Stocks: |
|
|
|
|
Information
Technology |
$84,825,264
|
—
|
$238,420
|
$85,063,684
|
Other
Common Stocks |
296,708,535
|
—
|
—
|
296,708,535
|
Investments
in Underlying
Funds
|
10,176,733
|
—
|
—
|
10,176,733
|
Preferred
Stocks |
—
|
—
|
775,067
|
775,067
|
Total
Long-Term Investments |
391,710,532
|
—
|
1,013,487
|
392,724,019
|
Short-Term
Investments† |
7,915,100
|
—
|
—
|
7,915,100
|
Total
Investments |
$399,625,632
|
—
|
$1,013,487
|
$400,639,119
|
†
|
See
Schedule of Investments for additional detailed categorizations. |
Purchases
|
$85,017,698
|
Sales
|
94,893,623
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
Securities
|
$281,068,436
|
$148,272,866
|
$(28,702,183)
|
$119,570,683
|
AMOUNT
OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED | |
|
Equity
Risk
|
Written
options |
$34,976
|
|
Average
Market
Value*
|
Written
options† |
$35,605
|
*
|
Based
on the average of the market values at each month-end during the period. |
†
|
At
June 30, 2025, there were no open positions held in this derivative. |
|
Service
and/or
Distribution
Fees |
Transfer
Agent
Fees
|
Class
I |
—
|
$1,230
|
Class
II |
$161,352
|
210
|
Total
|
$161,352
|
$1,440
|
|
Waivers/Expense
Reimbursements
|
Class
I |
$1,576
|
Class
II |
783
|
Total
|
$2,359
|
|
Six
Months Ended
June
30, 2025 |
Year
Ended
December
31, 2024 |
Net
Realized Gains: |
|
|
Class
I |
$8,271,531
|
$9,124,844
|
Class
II |
4,510,007
|
4,936,800
|
Total
|
$12,781,538
|
$14,061,644
|
|
Six Months
Ended
June 30,
2025 |
Year Ended
December
31, 2024 | ||
|
Shares
|
Amount
|
Shares
|
Amount
|
Class
I |
|
|
|
|
Shares
sold |
959,898
|
$26,374,066
|
1,724,125
|
$47,812,089
|
Shares
issued on reinvestment |
303,877
|
8,271,531
|
305,274
|
9,124,844
|
Shares
repurchased |
(1,375,697
) |
(36,845,237
) |
(2,762,087
) |
(76,487,842
) |
Net
decrease |
(111,922
) |
$(2,199,640
) |
(732,688
) |
$(19,550,909
) |
|
Six Months
Ended
June 30,
2025 |
Year Ended
December
31, 2024 | ||
|
Shares
|
Amount
|
Shares
|
Amount
|
Class
II |
|
|
|
|
Shares
sold |
860,084
|
$21,594,004
|
1,343,247
|
$33,956,532
|
Shares
issued on reinvestment |
180,834
|
4,510,007
|
179,496
|
4,936,800
|
Shares
repurchased |
(872,516
) |
(21,502,002
) |
(1,605,726
) |
(40,449,086
) |
Net
increase (decrease) |
168,402
|
$4,602,009
|
(82,983
) |
$(1,555,754
) |
|
Affiliate
Value at
December 31, 2024
|
Purchased
|
Sold
| ||
Cost
|
Shares
|
Proceeds
|
Shares
| ||
Western
Asset
Premier
Institutional
U.S.
Treasury
Reserves,
Premium
Shares |
$5,588,019
|
$21,685,378
|
21,685,378
|
$23,315,847
|
23,315,847
|
(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 |
—
|
$84,777
|
—
|
$3,957,550
|
Security
|
Number
of
Shares
|
Acquisition
Date
|
Cost
|
Fair Value
at
6/30/2025 |
Value
Per
Share
|
Percent
of
Net
Assets |
Brain Corp.,
Common
Shares
|
52,367
|
3/21
|
$228,844
|
$238,420
|
$4.55
|
0.06
% |
Brain Corp., Preferred
Shares
|
170,237
|
4/20, 11/20
|
898,085
|
775,067
|
4.55
|
0.19
|
|
|
|
$1,126,929
|
$1,013,487
|
|
0.25
% |
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 |