Close

Form N-CSR LEGG MASON PARTNERS INVE For: Dec 31

February 22, 2024 10:21 AM EST

 

 

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: December 31

Date of reporting period: December 31, 2023

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   December 31, 2023

CLEARBRIDGE

DIVIDEND STRATEGY FUND

 

 

 

The Securities and Exchange Commission has adopted new regulations that will result in changes to the design and delivery of annual and semi-annual shareholder reports beginning in July 2024.

If you have previously elected to receive shareholder reports electronically, you will continue to do so and need not take any action.

Otherwise, paper copies of the Fund’s shareholder reports will be mailed to you beginning in July 2024. If you would like to receive shareholder reports and other communications from the Fund electronically instead of by mail, you may make that request at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, enrolling at franklintempleton.com.

You may access franklintempleton.com by scanning the code below.

 

LOGO

 

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     7  
Fund expenses     8  
Fund performance     10  
Schedule of investments     12  
Statement of assets and liabilities     16  
Statement of operations     18  
Statements of changes in net assets     19  
Financial highlights     20  
Notes to financial statements     27  
Report of independent registered public accounting firm     39  
Additional information     40  
Important tax information     46  

Fund objective

The Fund seeks dividend income, growth of dividend income and long-term capital appreciation.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of ClearBridge Dividend Strategy Fund for the twelve-month reporting period ended December 31, 2023. 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

January 31, 2024

 

II    ClearBridge Dividend Strategy Fund


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks dividend income, growth of dividend income and long-term capital appreciation. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, if any, in equity securities or other investments with similar economic characteristics that pay dividends or are expected to initiate their dividends over time. This policy includes companies that we expect to initiate dividend payments within the next 12 to 24 months.

The Fund invests primarily in common stocks. Equity securities in which the Fund may invest also include preferred securities, convertible securities, securities of other investment companies and of real estate investment companies (“REITs”), warrants and rights. The Fund may invest up to 50% of its net assets in equity securities of foreign issuers, either directly or through depositary receipts. The foreign issuers in which the Fund may invest include issuers that are organized outside the United States and conduct their operations in the United States and other countries (commonly known as “multi-national companies”) and other foreign issuers with market capitalizations generally of at least $10 billion. The Fund may invest in issuers of any size.

We believe that high quality companies with strong balance sheets coupled with strong dividend profiles are attractive candidates for long-term investment and look for companies that we believe have assets or earnings power that are either unrecognized or undervalued. We typically emphasize dividend-paying equity securities with a focus placed upon current dividend levels as well as dividend growth over time. We also look for potential for capital appreciation, sound or improving balance sheets and effective management teams that exhibit a desire to earn consistent returns for shareholders. We may also consider the companies’ past growth rates, future earnings prospects, technological innovation and recognized industry leadership, as well as general market and economic factors. We will reassess any company held by the Fund that reduces or terminates its dividend payments to determine whether the Fund will continue to hold the security.

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

A. Equities delivered positive returns during the twelve-month reporting period ended December 31, 2023, with the broad market S&P 500 Indexi advancing 26.29%. The strong performance of artificial intelligence (“AI”) beneficiaries, optimism over an economic soft landing and a dovish pivot by the Federal Reserve Board (the “Fed”) late in the year helped overcome a banking crisis, persistent inflation, higher interest rates and fears of a recession.

Investor enthusiasm about the potential for AI led to outsized returns by the information technology (“IT”) (+60.78%) sector, communication services (+56.38%) and consumer discretionary (+43.22%) sectors, which led the S&P 500 Index. More cyclical sectors such as industrials (+17.65%), financials (+14.75%), real estate (+12.59%) and materials (+12.55%) delivered positive returns but trailed the market as concerns about an economic slowdown and a slower than expected recovery in China dampened sentiment. Defensive sectors such

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       1  


Fund overview (cont’d)

 

as utilities (-7.08%), consumer staples (+0.55%) and health care (+2.06%) underperformed amid fervor for AI themes elsewhere in the market and as higher rates pressured income-oriented investments. Health care was also out of favor due to rising health care system costs from increased utilization post-pandemic and fears that GLP-1 medications for diabetes and obesity could negatively impact other therapeutic areas. After leading the market by a wide margin in 2022, the energy sector delivered negative returns (-1.33%) in 2023 as oil and natural gas prices dropped.

In March, markets focused on the U.S. banking system after significant market losses in Silicon Valley Bank’s securities portfolio spurred a run on the bank’s deposits and resulted in the second-largest bank failure in U.S. history. This sparked a crisis of confidence across small and midsize regional banks, as consumers shifted their deposits to larger banks perceived to be more stable. Although contagion concerns had eased by the end of the month, the crisis intensified concern over the probability and severity of a recession, as well as the prospect of tighter lending standards.

With returns earlier in 2023 concentrated in a handful of mega cap companies in the IT, consumer discretionary and communication services sectors, market leadership began to broaden by the beginning of the third quarter as better-than-expected corporate earnings and cooling inflation created a growing chorus for a soft landing for the economy (rather than a recession). This helped provide a bid to smaller and more economically sensitive stocks on the hopes that the Fed would reach its rate hike zenith, or even reduce rates, before the end of the year. However, as the quarter wore on, stubborn inflationary data, continued economic resiliency and surging U.S. Treasury yields pushed out rate cut expectations further into the future. In the fourth quarter, signs of cooling inflation, a slowing labor market and favorable Treasury auction volumes caused bond yields to plummet, providing a strong bid to equities across the market, in particular more interest-rate sensitive market sectors.

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

A. Throughout 2023 we took advantage of undue declines in pipelines, utilities and real estate to meaningfully increase our exposure in American Tower, Enbridge, Public Storage (a new position in 2023) and Sempra.

As we have discussed several times over the last few years, rising interest rates present a meaningful headwind to asset values. By increasing the denominator used to discount future cash flows, rising interest rates reduce their present value. This phenomenon reduces the value of all assets, but most severely impacts assets whose value is determined by cash flows far into the future, like high-multiple growth stocks. Along these lines, we meaningfully reduced the Fund’s exposure to Apple in 2023.

In the second half of 2023 — as we were selling low-growth, high-multiple stocks and taking advantage of oversold conditions in infrastructure, real estate and utilities — we also found opportunities in overlooked areas of health care. After adding Gilead Sciences in

 

2     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

the third quarter, we bought AstraZeneca in the fourth quarter. Each of these stocks present distinct investment cases, but both are reasonably valued and have limited patent expiry or pipeline risk. Gilead’s strength comes from its dominant franchise in HIV. It offers lower growth, but it yields nearly 4% and trades at 11x earnings. AstraZeneca possesses a diversified portfolio of pharmaceuticals, which should deliver double-digit earnings growth, yet it trades at just 16x earnings. These stocks were underwritten individually, but collectively we like the idea of increasing our exposure to defensive and growing health care names at below-market multiples.

Also, in communication services, we exited a position in Verizon Communications as we initiated a new position in T-Mobile US, which we believe to be the best-in-class player in the wireless space, delivering the strongest growth with the lowest costs and the best consumer proposition. We believe Verizon’s business remains solid, but financial performance has weakened in recent quarters, and with T-Mobile US’s initiation of a dividend, we consider T-Mobile US the better opportunity.

In energy, with a worsening outlook for natural gas, we reduced our natural gas exposure through trims to Chesapeake Energy and EQT.

Performance review

For the twelve months ended December 31, 2023, Class A shares of ClearBridge Dividend Strategy Fund, excluding sales charges, returned 14.05%. The Fund’s unmanaged benchmark, the S&P 500 Index, returned 26.29% for the same period.

 

Performance Snapshot as of December 31, 2023 (unaudited)  
(excluding sales charges)   6 months     12 months  
ClearBridge Dividend Strategy Fund:    

Class 11

    5.25     14.37

Class A

    5.10     14.05

Class C

    4.69     13.20

Class FI

    5.00     13.96

Class R

    4.89     13.62

Class I

    5.27     14.38

Class IS

    5.30     14.44
S&P 500 Index     8.04     26.29

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.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       3  


Fund overview (cont’d)

 

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

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

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated May 1, 2023, the gross total annual fund operating expense ratios for Class 1, Class A, Class C, Class FI, Class R, Class I and Class IS shares were 0.74%, 1.02%, 1.75%, 0.95%, 1.37%, 0.74% and 0.66%, 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. On an absolute basis, the Fund had positive returns in nine of the eleven economic sectors in which it was invested during the reporting period, with the greatest contribution to returns coming from the IT, financials and materials sectors.

Relative to the benchmark, stock selection in the materials, financials, utilities and energy sectors and an underweight to health care contributed.

In terms of individual holdings, leading contributors to performance for the period included Microsoft, Apple, Apollo Global Management, Broadcom and SAP SE.

Q. What were the leading detractors from performance?

A. The health care sector was the main absolute detractor.

Relative to the benchmark, stock selection in the industrials, communication services, health care, consumer discretionary and IT sectors, as well as underweights to the IT and consumer discretionary sectors and an energy overweight, detracted.

In terms of individual holdings, leading detractors from performance for the period included Pfizer, RTX, Johnson & Johnson, PNC Financial Services Group and Diageo.

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

A. Over the course of the reporting period, in addition to portfolio activity outlined above, we initiated a new position in Exxon Mobil in the energy sector, Diageo in the consumer staples sector and Capital One Financial in the financials sector. We closed a position in Bank of America in the financials sector.

 

4     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

Thank you for your investment in the ClearBridge Dividend Strategy 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

John Baldi

Fund Manager

ClearBridge Investments, LLC

 

LOGO

Michael Clarfeld, CFA

Fund Manager

ClearBridge Investments, LLC

 

LOGO

Peter Vanderlee, CFA

Fund Manager

ClearBridge Investments, LLC

January 17, 2024

RISKS: Equity securities are subject to price and market fluctuations. International investments are subject to special risks including currency fluctuations and social, economic and political uncertainties, which could increase volatility. 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. Real estate investment trusts (“REITs”) are closely linked to the performance of the real estate markets. REITs are subject to illiquidity, credit and interest rate risks. Small- and mid-cap stocks involve greater risks and volatility than large-cap stocks. Dividends are not guaranteed, and a company may reduce or eliminate its dividend at any time. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       5  


Fund overview (cont’d)

 

the security or other asset. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

Fund holdings and breakdowns are as of December 31, 2023 and are subject to change and may not be representative of the Fund managers’ current or future investments. The Fund’s top ten holdings (as a percentage of net assets) as of December 31, 2023 were: Microsoft Corp. (5.4%), Apollo Global Management Inc. (4.1%), Comcast Corp., Class A Shares (3.1%), JPMorgan Chase & Co. (3.1%), Sempra (3.1%), Williams Cos. Inc. (2.9%), Enbridge Inc. (2.8%), Linde PLC (2.8%), Becton Dickinson & Co. (2.7%) and Vulcan Materials Co. (2.6%). Please refer to pages 12 through 15 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of December 31, 2023 were: financials (18.1%), information technology (16.4%), health care (12.2%), energy (9.1%) and consumer staples (9.1%). 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 stocks of 500 leading companies, and is generally representative of the performance of larger companies in the U.S.

 

6     ClearBridge Dividend Strategy Fund 2023 Annual Report


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 December 31, 2023 and December 31, 2022. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

Represents less than 0.1%.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       7  


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 July 1, 2023 and held for the six months ended December 31, 2023.

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 1     5.25   $ 1,000.00     $ 1,052.50       0.73   $ 3.78       Class 1     5.00   $ 1,000.00     $ 1,021.53       0.73   $ 3.72  
Class A     5.10       1,000.00       1,051.00       1.01       5.22       Class A     5.00       1,000.00       1,020.11       1.01       5.14  
Class C     4.69       1,000.00       1,046.90       1.73       8.93       Class C     5.00       1,000.00       1,016.48       1.73       8.79  
Class FI     5.00       1,000.00       1,050.00       1.26       6.51       Class FI     5.00       1,000.00       1,018.85       1.26       6.41  
Class R     4.89       1,000.00       1,048.90       1.35       6.97       Class R     5.00       1,000.00       1,018.40       1.35       6.87  
Class I     5.27       1,000.00       1,052.70       0.74       3.83       Class I     5.00       1,000.00       1,021.48       0.74       3.77  
Class IS     5.30       1,000.00       1,053.00       0.67       3.47       Class IS     5.00       1,000.00       1,021.83       0.67       3.41  

 

8     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

1 

For the six months ended December 31, 2023.

 

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.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       9  


Fund performance (unaudited)

 

Average annual total returns                                    
Without sales charges1   Class 1     Class A     Class C     Class FI     Class R     Class I     Class IS  
Twelve Months Ended 12/31/23     14.37     14.05     13.20     13.96     13.62     14.38     14.44
Five Years Ended 12/31/23     13.55       13.24       12.42       13.26       12.84       13.56       13.63  
Ten Years Ended 12/31/23     10.34       10.04       9.26       10.04       9.70       10.37       10.44  
With sales charges2   Class 1     Class A     Class C     Class FI     Class R     Class I     Class IS  
Twelve Months Ended 12/31/23     14.37     7.77     12.20     13.96     13.62     14.38     14.44
Five Years Ended 12/31/23     13.55       11.91       12.42       13.26       12.84       13.56       13.63  
Ten Years Ended 12/31/23     10.34       9.39       9.26       10.04       9.70       10.37       10.44  

 

Cumulative total returns       
Without sales charges1        
Class 1 (12/31/13 through 12/31/23)      167.61
Class A (12/31/13 through 12/31/23)      160.31  
Class C (12/31/13 through 12/31/23)      142.54  
Class FI (12/31/13 through 12/31/23)      160.30  
Class R (12/31/13 through 12/31/23)      152.35  
Class I (12/31/13 through 12/31/23)      168.22  
Class IS (12/31/13 through 12/31/23)      169.99  

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 5.75% on purchases made prior to August 15, 2022. Purchases made on or after August 15, 2022 incur a maximum initial sales charge of 5.50%. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

10     ClearBridge Dividend Strategy Fund 2023 Annual Report


Historical performance

Value of $10,000 invested in

Class A Shares of ClearBridge Dividend Strategy Fund vs. S&P 500 Index† — December 2013 - December 2023

 

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 Dividend Strategy Fund on December 31, 2013, assuming the deduction of the maximum initial sales charge of 5.75% at the time of investment and the reinvestment of all distributions, including returns of capital, if any, at net asset value through December 31, 2023. Effective August 15, 2022, the maximum initial sales charge was reduced to 5.50%. The hypothetical illustration also assumes a $10,000 investment in the S&P 500 Index. The S&P 500 Index (the “Index”) is an unmanaged index of the stocks of 500 leading companies and is generally representative of the performance of larger companies in the U.S. 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 Class A shares’ performance indicated on this chart, depending on whether greater or lesser charges and fees were incurred by shareholders investing in the other classes.

 

Prior to May 1, 2015, the Fund had a different investment objective and followed different investment strategies under the name ClearBridge Equity Income Fund.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       11  


Schedule of investments

December 31, 2023

 

ClearBridge Dividend Strategy Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  
Common Stocks — 99.6%                                
Communication Services — 5.6%                                

Entertainment — 0.7%

                               

Walt Disney Co.

                    585,270     $ 52,844,028  

Media — 3.1%

                               

Comcast Corp., Class A Shares

                    5,398,590       236,728,172  

Wireless Telecommunication Services — 1.8%

                               

T-Mobile US Inc.

                    847,500       135,879,675  

Total Communication Services

                            425,451,875  
Consumer Discretionary — 2.9%                                

Automobiles — 0.9%

                               

General Motors Co.

                    1,966,400       70,633,088  

Specialty Retail — 2.0%

                               

Home Depot Inc.

                    438,970       152,125,053  

Total Consumer Discretionary

                            222,758,141  
Consumer Staples — 9.1%                                

Beverages — 3.3%

                               

Coca-Cola Co.

                    2,473,740       145,777,498  

Diageo PLC

                    2,914,600       105,785,927  (a) 

Total Beverages

                            251,563,425  

Food Products — 4.1%

                               

Mondelez International Inc., Class A Shares

                    2,223,010       161,012,614  

Nestle SA, ADR

                    1,286,240       148,727,931  

Total Food Products

                            309,740,545  

Household Products — 1.7%

                               

Procter & Gamble Co.

                    848,540       124,345,052  

Total Consumer Staples

                            685,649,022  
Energy — 9.1%                                

Oil, Gas & Consumable Fuels — 9.1%

                               

Chesapeake Energy Corp.

                    337,850       25,994,179  

Enbridge Inc.

                    5,880,033       211,798,789  

EQT Corp.

                    890,610       34,430,983  

Exxon Mobil Corp.

                    739,100       73,895,218  

Pioneer Natural Resources Co.

                    531,320       119,483,241  

Williams Cos. Inc.

                    6,375,900       222,072,597  

Total Energy

                            687,675,007  

 

See Notes to Financial Statements.

 

12     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

 

ClearBridge Dividend Strategy Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  
Financials — 18.1%                                

Banks — 4.3%

                               

JPMorgan Chase & Co.

                    1,387,010     $ 235,930,401  

PNC Financial Services Group Inc.

                    587,300       90,943,405  

Total Banks

                            326,873,806  

Consumer Finance — 1.5%

                               

Capital One Financial Corp.

                    853,400       111,897,808  

Financial Services — 7.5%

                               

Apollo Global Management Inc.

                    3,310,754       308,529,165  

Mastercard Inc., Class A Shares

                    175,560       74,878,096  

Visa Inc., Class A Shares

                    709,030       184,595,961  

Total Financial Services

                            568,003,222  

Insurance — 4.8%

                               

American International Group Inc.

                    1,044,400       70,758,100  

MetLife Inc.

                    1,612,715       106,648,843  

Travelers Cos. Inc.

                    959,060       182,691,339  

Total Insurance

                            360,098,282  

Total Financials

                            1,366,873,118  
Health Care — 12.2%                                

Biotechnology — 1.2%

                               

Gilead Sciences Inc.

                    1,101,000       89,192,010  

Health Care Equipment & Supplies — 2.7%

                               

Becton Dickinson & Co.

                    842,450       205,414,584  

Health Care Providers & Services — 2.1%

                               

UnitedHealth Group Inc.

                    304,230       160,167,968  

Pharmaceuticals — 6.2%

                               

AstraZeneca PLC

                    662,100       89,310,610  (a)  

Johnson & Johnson

                    906,007       142,007,537  

Merck & Co. Inc.

                    1,476,690       160,988,744  

Pfizer Inc.

                    2,531,850       72,891,961  

Total Pharmaceuticals

                            465,198,852  

Total Health Care

                            919,973,414  
Industrials — 7.8%                                

Aerospace & Defense — 3.0%

                               

Northrop Grumman Corp.

                    216,900       101,539,566  

RTX Corp.

                    1,512,580       127,268,481  

Total Aerospace & Defense

                            228,808,047  

Air Freight & Logistics — 1.1%

                               

United Parcel Service Inc., Class B Shares

                    547,500       86,083,425  

Commercial Services & Supplies — 1.6%

                               

Waste Management Inc.

                    664,540       119,019,114  

 

See Notes to Financial Statements.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       13  


Schedule of investments (cont’d)

December 31, 2023

 

ClearBridge Dividend Strategy Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  

Ground Transportation — 2.1%

                               

Union Pacific Corp.

                    630,970     $ 154,978,851  

Total Industrials

                            588,889,437  
Information Technology — 16.4%                                

Communications Equipment — 1.0%

                               

Cisco Systems Inc.

                    1,469,700       74,249,244  

Semiconductors & Semiconductor Equipment — 4.3%

                               

Broadcom Inc.

                    141,370       157,804,263  

Intel Corp.

                    2,347,200       117,946,800  

Texas Instruments Inc.

                    310,140       52,866,464  

Total Semiconductors & Semiconductor Equipment

                            328,617,527  

Software — 8.8%

                               

Microsoft Corp.

                    1,087,550       408,962,302  

Oracle Corp.

                    1,143,030       120,509,653  

SAP SE

                    869,000       133,757,874  (a) 

Total Software

                            663,229,829  

Technology Hardware, Storage & Peripherals — 2.3%

                               

Apple Inc.

                    909,192       175,046,736  

Total Information Technology

                            1,241,143,336  
Materials — 8.3%                                

Chemicals — 4.7%

                               

Linde PLC

                    514,320       211,236,367  

PPG Industries Inc.

                    946,040       141,480,282  

Total Chemicals

                            352,716,649  

Construction Materials — 2.6%

                               

Vulcan Materials Co.

                    874,690       198,563,377  

Metals & Mining — 1.0%

                               

Freeport-McMoRan Inc.

                    1,770,150       75,355,285  

Total Materials

                            626,635,311  
Real Estate — 5.3%                                

Residential REITs — 1.9%

                               

AvalonBay Communities Inc.

                    747,900       140,021,838  

Specialized REITs — 3.4%

                               

American Tower Corp.

                    700,860       151,301,657  

Public Storage

                    350,400       106,872,000  

Total Specialized REITs

                            258,173,657  

Total Real Estate

                            398,195,495  
Utilities — 4.8%                                

Electric Utilities — 1.7%

                               

Edison International

                    1,818,400       129,997,416  

 

See Notes to Financial Statements.

 

14     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

 

ClearBridge Dividend Strategy Fund

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  

Multi-Utilities — 3.1%

                               

Sempra

                    3,143,220     $ 234,892,831  

Total Utilities

                            364,890,247  

Total Common Stocks (Cost — $4,192,875,150)

 

    7,528,134,403  
     Rate    

Maturity

Date

   

Face

Amount

        
Asset-Backed Securities — 0.0%††                                

Finance America NIM Trust, 2004-1 A (Cost — $73,449)

    5.250     6/27/34     $ 73,417       1 *(b)(c) 

Total Investments before Short-Term Investments (Cost — $4,192,948,599)

 

    7,528,134,404  
                   Shares         
Short-Term Investments — 0.4%                                

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

    5.197             15,183,586       15,183,586  (d) 

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

    5.279             15,183,586       15,183,586  (d)(e) 

Total Short-Term Investments (Cost — $30,367,172)

 

    30,367,172  

Total Investments — 100.0% (Cost — $4,223,315,771)

 

    7,558,501,576  

Liabilities in Excess of Other Assets — (0.0)%††

 

    (59,629

Total Net Assets — 100.0%

 

  $ 7,558,441,947  

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

Security is fair valued in accordance with procedures approved by the Board of Trustees (Note 1).

 

(b) 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees.

 

(c) 

The coupon payment on this security is currently in default as of December 31, 2023.

 

(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 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 December 31, 2023, the total market value of investments in Affiliated Companies was $15,183,586 and the cost was $15,183,586 (Note 8).

 

Abbreviation(s) used in this schedule:

ADR   — American Depositary Receipts

 

See Notes to Financial Statements.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       15  


Statement of assets and liabilities

December 31, 2023

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $4,208,132,185)

   $ 7,543,317,990  

Investments in affiliated securities, at value (Cost — $15,183,586)

     15,183,586  

Foreign currency, at value (Cost — $348)

     347  

Dividends receivable from unaffiliated investments

     9,433,630  

Receivable for Fund shares sold

     2,035,662  

Dividends receivable from affiliated investments

     82,811  

Prepaid expenses

     65,020  

Total Assets

     7,570,119,046  
Liabilities:         

Payable for Fund shares repurchased

     5,089,836  

Investment management fee payable

     4,080,408  

Transfer agent fees payable

     1,155,835  

Service and/or distribution fees payable

     1,062,392  

Trustees’ fees payable

     108,828  

Accrued expenses

     179,800  

Total Liabilities

     11,677,099  
Total Net Assets    $ 7,558,441,947  
Net Assets:         

Par value (Note 7)

   $ 2,698  

Paid-in capital in excess of par value

     4,162,021,718  

Total distributable earnings (loss)

     3,396,417,531  
Total Net Assets    $ 7,558,441,947  

 

See Notes to Financial Statements.

 

16     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

 

Net Assets:         

Class 1

     $1,594,473,061  

Class A

     $4,696,788,051  

Class C

     $75,413,010  

Class FI

     $2,242,281  

Class R

     $40,112,220  

Class I

     $1,038,668,234  

Class IS

     $110,745,090  
Shares Outstanding:         

Class 1

     57,204,089  

Class A

     168,613,301  

Class C

     2,760,104  

Class FI

     80,814  

Class R

     1,452,555  

Class I

     35,882,543  

Class IS

     3,820,135  
Net Asset Value:         

Class 1 (and redemption price)

     $27.87  

Class A (and redemption price)

     $27.86  

Class C*

     $27.32  

Class FI (and redemption price)

     $27.75  

Class R (and redemption price)

     $27.61  

Class I (and redemption price)

     $28.95  

Class IS (and redemption price)

     $28.99  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 5.50%)

     $29.48  

 

*

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 Dividend Strategy Fund 2023 Annual Report       17  


Statement of operations

For the Year Ended December 31, 2023

 

Investment Income:         

Dividends from unaffiliated investments

   $ 183,416,567  

Dividends from affiliated investments

     1,906,830  

Less: Foreign taxes withheld

     (3,945,684)  

Total Investment Income

     181,377,713  
Expenses:         

Investment management fee (Note 2)

     46,368,270  

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

     11,999,261  

Transfer agent fees (Notes 2 and 5)

     6,553,677  

Trustees’ fees

     500,526  

Registration fees

     192,846  

Fund accounting fees

     141,365  

Legal fees

     108,560  

Commitment fees (Note 9)

     62,153  

Shareholder reports

     58,724  

Audit and tax fees

     51,998  

Insurance

     46,322  

Custody fees

     13,621  

Miscellaneous expenses

     63,123  

Total Expenses

     66,160,446  

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

     (37,051)  

Net Expenses

     66,123,395  
Net Investment Income      115,254,318  
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1 and 3):         

Net Realized Gain (Loss) From:

        

Investment transactions in unaffiliated securities

     488,951,476  

Foreign currency transactions

     (258,038)  

Net Realized Gain

     488,693,438  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments in unaffiliated securities

     355,623,445  

Foreign currencies

     10,146  

Change in Net Unrealized Appreciation (Depreciation)

     355,633,591  
Net Gain on Investments and Foreign Currency Transactions      844,327,029  
Increase in Net Assets From Operations    $ 959,581,347  

 

See Notes to Financial Statements.

 

18     ClearBridge Dividend Strategy Fund 2023 Annual Report


Statements of changes in net assets

 

For the Years Ended December 31,    2023      2022  
Operations:                  

Net investment income

   $ 115,254,318      $ 122,320,198  

Net realized gain

     488,693,438        349,466,997  

Change in net unrealized appreciation (depreciation)

     355,633,591        (1,122,653,876)  

Increase (Decrease) in Net Assets From Operations

     959,581,347        (650,866,681)  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (662,114,424)        (389,932,778)  

Decrease in Net Assets From Distributions to Shareholders

     (662,114,424)        (389,932,778)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     596,604,581        720,474,700  

Reinvestment of distributions

     651,951,083        383,411,622  

Cost of shares repurchased

     (1,010,614,631)        (888,887,034)  

Increase in Net Assets From Fund Share Transactions

     237,941,033        214,999,288  

Increase (Decrease) in Net Assets

     535,407,956        (825,800,171)  
Net Assets:                  

Beginning of year

     7,023,033,991        7,848,834,162  

End of year

   $ 7,558,441,947      $ 7,023,033,991  

 

See Notes to Financial Statements.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       19  


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class 1 Shares1   2023     2022     2021     2020     2019  
Net asset value, beginning of year     $26.74       $30.89       $26.95       $25.56       $21.01  
Income (loss) from operations:          

Net investment income

    0.49       0.53       0.37       0.36       0.38  

Net realized and unrealized gain (loss)

    3.29       (3.08)       6.72       1.57       6.11  

Total income (loss) from operations

    3.78       (2.55)       7.09       1.93       6.49  
Less distributions from:          

Net investment income

    (0.47)       (0.55)       (0.34)       (0.38)       (0.40)  

Net realized gains

    (2.18)       (1.05)       (2.81)       (0.16)       (1.54)  

Total distributions

    (2.65)       (1.60)       (3.15)       (0.54)       (1.94)  
Net asset value, end of year     $27.87       $26.74       $30.89       $26.95       $25.56  

Total return2

    14.37     (8.16)     26.87     7.93     31.26
Net assets, end of year (millions)     $1,594       $1,513       $1,777       $1,525       $1,542  
Ratios to average net assets:          

Gross expenses

    0.73     0.74     0.73     0.76     0.76

Net expenses3,4

    0.73       0.74       0.73       0.76       0.76  

Net investment income

    1.79       1.89       1.22       1.48       1.56  
Portfolio turnover rate     19     22     10     13     14

 

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 

Reflects fee waivers and/or expense reimbursements.

 

4 

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 1 shares did not exceed 1.15%. In addition, the ratio of total annual fund operating expenses for Class 1 shares did not exceed the ratio of total annual fund operating expenses for Class A shares. These expense limitation arrangements cannot be terminated prior to December 31, 2025 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.

 

See Notes to Financial Statements.

 

20     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class A Shares1   2023     2022     2021     2020     2019  
Net asset value, beginning of year     $26.73       $30.87       $26.94       $25.55       $21.00  
Income (loss) from operations:          

Net investment income

    0.42       0.45       0.28       0.29       0.31  

Net realized and unrealized gain (loss)

    3.28       (3.07)       6.71       1.58       6.11  

Total income (loss) from operations

    3.70       (2.62)       6.99       1.87       6.42  
Less distributions from:          

Net investment income

    (0.39)       (0.47)       (0.25)       (0.32)       (0.33)  

Net realized gains

    (2.18)       (1.05)       (2.81)       (0.16)       (1.54)  

Total distributions

    (2.57)       (1.52)       (3.06)       (0.48)       (1.87)  
Net asset value, end of year     $27.86       $26.73       $30.87       $26.94       $25.55  

Total return2

    14.05     (8.40)     26.48     7.62     30.92
Net assets, end of year (millions)     $4,697       $4,246       $4,702       $3,823       $3,702  
Ratios to average net assets:          

Gross expenses

    1.02     1.02     1.02     1.05     1.04

Net expenses3,4

    1.02       1.02       1.02       1.05       1.04  

Net investment income

    1.51       1.61       0.94       1.20       1.28  
Portfolio turnover rate     19     22     10     13     14

 

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 

Reflects fee waivers and/or expense reimbursements.

 

4 

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 A shares did not exceed 1.15%. This expense limitation arrangement cannot be terminated prior to December 31, 2025 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.

 

See Notes to Financial Statements.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       21  


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class C Shares1   2023     2022     2021     2020     2019  
Net asset value, beginning of year     $26.26       $30.34       $26.51       $25.15       $20.69  
Income (loss) from operations:          

Net investment income

    0.21       0.24       0.06       0.12       0.14  

Net realized and unrealized gain (loss)

    3.21       (3.01)       6.61       1.56       6.01  

Total income (loss) from operations

    3.42       (2.77)       6.67       1.68       6.15  
Less distributions from:          

Net investment income

    (0.18)       (0.26)       (0.03)       (0.16)       (0.15)  

Net realized gains

    (2.18)       (1.05)       (2.81)       (0.16)       (1.54)  

Total distributions

    (2.36)       (1.31)       (2.84)       (0.32)       (1.69)  
Net asset value, end of year     $27.32       $26.26       $30.34       $26.51       $25.15  

Total return2

    13.20     (9.05)     25.57     6.86     29.99
Net assets, end of year (000s)     $75,413       $84,027       $106,255       $133,121       $188,514  
Ratios to average net assets:          

Gross expenses

    1.74     1.75     1.74     1.74     1.75

Net expenses3,4

    1.74       1.75       1.74       1.74       1.75  

Net investment income

    0.78       0.87       0.20       0.51       0.58  
Portfolio turnover rate     19     22     10     13     14

 

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 

Reflects fee waivers and/or expense reimbursements.

 

4 

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 C shares did not exceed 1.90%. This expense limitation arrangement cannot be terminated prior to December 31, 2025 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.

 

See Notes to Financial Statements.

 

22     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class FI Shares1   2023     2022     2021     2020     2019  
Net asset value, beginning of year   $ 26.65     $ 30.78     $ 26.87     $ 25.49     $ 20.96  
Income (loss) from operations:          

Net investment income

    0.37       0.47       0.30       0.30       0.33  

Net realized and unrealized gain (loss)

    3.29       (3.06)       6.69       1.58       6.09  

Total income (loss) from operations

    3.66       (2.59)       6.99       1.88       6.42  
Less distributions from:          

Net investment income

    (0.38)       (0.49)       (0.27)       (0.34)       (0.35)  

Net realized gains

    (2.18)       (1.05)       (2.81)       (0.16)       (1.54)  

Total distributions

    (2.56)       (1.54)       (3.08)       (0.50)       (1.89)  
Net asset value, end of year   $ 27.75     $ 26.65     $ 30.78     $ 26.87     $ 25.49  

Total return2

    13.96     (8.32)     26.54     7.71     30.91
Net assets, end of year (000s)   $ 2,242     $ 757     $ 864     $ 736     $ 420  
Ratios to average net assets:          

Gross expenses

    1.42     0.95     0.97     0.97     0.99

Net expenses3,4

    1.15       0.95       0.97       0.97       0.99  

Net investment income

    1.37       1.68       0.99       1.26       1.33  
Portfolio turnover rate     19     22     10     13     14

 

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 

Reflects fee waivers and/or expense reimbursements.

 

4 

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 FI shares did not exceed 1.15%. This expense limitation arrangement cannot be terminated prior to December 31, 2025 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.

 

See Notes to Financial Statements.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       23  


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class R Shares1   2023     2022     2021     2020     2019  
Net asset value, beginning of year     $26.52       $30.63       $26.75       $25.37       $20.86  
Income (loss) from operations:          

Net investment income

    0.32       0.35       0.18       0.21       0.23  

Net realized and unrealized gain (loss)

    3.24       (3.04)       6.66       1.57       6.07  

Total income (loss) from operations

    3.56       (2.69)       6.84       1.78       6.30  
Less distributions from:          

Net investment income

    (0.29)       (0.37)       (0.15)       (0.24)       (0.25)  

Net realized gains

    (2.18)       (1.05)       (2.81)       (0.16)       (1.54)  

Total distributions

    (2.47)       (1.42)       (2.96)       (0.40)       (1.79)  
Net asset value, end of year     $27.61       $26.52       $30.63       $26.75       $25.37  

Total return2

    13.62     (8.71)     26.03     7.27     30.47
Net assets, end of year (000s)     $40,112       $39,670       $48,912       $44,349       $51,821  
Ratios to average net assets:          

Gross expenses

    1.36     1.37     1.37     1.37     1.36

Net expenses3,4

    1.36       1.37       1.37       1.37       1.36  

Net investment income

    1.16       1.25       0.59       0.87       0.96  
Portfolio turnover rate     19     22     10     13     14

 

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 

Reflects fee waivers and/or expense reimbursements.

 

4 

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 R shares did not exceed 1.40%. This expense limitation arrangement cannot be terminated prior to December 31, 2025 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.

 

See Notes to Financial Statements.

 

24     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class I Shares1   2023     2022     2021     2020     2019  
Net asset value, beginning of year     $27.68       $31.91       $27.76       $26.31       $21.58  
Income (loss) from operations:          

Net investment income

    0.51       0.55       0.37       0.37       0.40  

Net realized and unrealized gain (loss)

    3.40       (3.18)       6.93       1.63       6.28  

Total income (loss) from operations

    3.91       (2.63)       7.30       2.00       6.68  
Less distributions from:          

Net investment income

    (0.46)       (0.55)       (0.34)       (0.39)       (0.41)  

Net realized gains

    (2.18)       (1.05)       (2.81)       (0.16)       (1.54)  

Total distributions

    (2.64)       (1.60)       (3.15)       (0.55)       (1.95)  
Net asset value, end of year     $28.95       $27.68       $31.91       $27.76       $26.31  

Total return2

    14.38     (8.15)     26.83     7.96     31.31
Net assets, end of year (millions)     $1,039       $1,060       $1,123       $1,346       $1,218  
Ratios to average net assets:          

Gross expenses

    0.74     0.74     0.73     0.74     0.73

Net expenses3,4

    0.74       0.74       0.73       0.74       0.73  

Net investment income

    1.79       1.89       1.20       1.52       1.59  
Portfolio turnover rate     19     22     10     13     14

 

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 

Reflects fee waivers and/or expense reimbursements.

 

4 

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, 2025 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.

 

See Notes to Financial Statements.

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       25  


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended December 31:  
Class IS Shares1   2023     2022     2021     2020     2019  
Net asset value, beginning of year     $27.72       $31.95       $27.79       $26.34       $21.61  
Income (loss) from operations:          

Net investment income

    0.54       0.57       0.40       0.38       0.41  

Net realized and unrealized gain (loss)

    3.39       (3.18)       6.92       1.64       6.28  

Total income (loss) from operations

    3.93       (2.61)       7.32       2.02       6.69  
Less distributions from:          

Net investment income

    (0.48)       (0.57)       (0.35)       (0.41)       (0.42)  

Net realized gains

    (2.18)       (1.05)       (2.81)       (0.16)       (1.54)  

Total distributions

    (2.66)       (1.62)       (3.16)       (0.57)       (1.96)  
Net asset value, end of year     $28.99       $27.72       $31.95       $27.79       $26.34  

Total return2

    14.44     (8.07)     26.90     8.02     31.34
Net assets, end of year (000s)     $110,745       $79,726       $91,355       $164,387       $105,725  
Ratios to average net assets:          

Gross expenses

    0.67     0.66     0.68     0.68     0.67

Net expenses3,4

    0.67       0.66       0.68       0.68       0.67  

Net investment income

    1.87       1.97       1.31       1.52       1.62  
Portfolio turnover rate     19     22     10     13     14

 

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 

Reflects fee waivers and/or expense reimbursements.

 

4 

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 IS shares did not exceed 0.70%. 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, 2025 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.

 

See Notes to Financial Statements.

 

26     ClearBridge Dividend Strategy Fund 2023 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

ClearBridge Dividend Strategy 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 Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services — Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. 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. This may include using an independent third party pricing service to adjust the value of such securities to the latest indications of fair value at 4:00 p.m. (Eastern Time).

Pursuant to policies adopted by the Board of Trustees, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       27  


Notes to financial statements (cont’d)

 

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

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

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

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

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

 

 

Level 1 — 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)

 

28     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

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

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

 

ASSETS  
Description   Quoted Prices
(Level 1)
   

Other Significant
Observable Inputs

(Level 2)*

   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Long-Term Investments†:                                

Common Stocks:

                               

Consumer Staples

  $ 579,863,095     $ 105,785,927           $ 685,649,022  

Health Care

    830,662,804       89,310,610             919,973,414  

Information Technology

    1,107,385,462       133,757,874             1,241,143,336  

Other Common Stocks

    4,681,368,631                   4,681,368,631  

Asset-Backed Securities

          1             1  
Total Long-Term Investments     7,199,279,992       328,854,412             7,528,134,404  
Short-Term Investments†     30,367,172                   30,367,172  
Total Investments   $ 7,229,647,164     $ 328,854,412           $ 7,558,501,576  

 

*

As a result of the fair value pricing procedures for international equities utilized by the Fund, which account for events occurring after the close of the principal market of the security but prior to the calculation of the Fund’s net asset value, certain securities were classified as Level 2 within the fair value hierarchy.

 

See Schedule of Investments for additional detailed categorizations.

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

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

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

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       29  


Notes to financial statements (cont’d)

 

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

(c) Credit and market risk. Investments in securities that are collateralized by real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.

(d) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or 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.

(e) 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) is recorded on the accrual basis. Amortization of premiums and accretion of discounts on debt securities are recorded to interest income over the lives of the respective securities, except for premiums on certain callable debt securities, which are amortized to the earliest call date. 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.

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

 

30     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

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

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

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

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

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2023, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

(k) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These 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)      $ (26,184,737)        $ 26,184,737  

 

(a) 

Reclassifications are due to differences between actual and estimated information for the prior year related to the Fund’s investments in REIT securities and distributions paid in connection with the redemption of Fund shares.

2. Investment management agreement and other transactions with affiliates

Franklin Templeton Fund Adviser, LLC (“FTFA”) (formerly known as Legg Mason Partners Fund Advisor, LLC (“LMPFA”) prior to November 30, 2023) is the Fund’s investment manager and ClearBridge Investments, LLC (“ClearBridge”) is the Fund’s subadviser. Western Asset

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       31  


Notes to financial statements (cont’d)

 

Management Company, LLC (“Western Asset”) manages the portion of the Fund’s cash and short-term instruments allocated to it. FTFA, 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        0.700
Next $1 billion        0.680  
Next $3 billion        0.650  
Next $5 billion        0.600  
Over $10 billion        0.550  

FTFA provides administrative and certain oversight services to the Fund. FTFA delegates to the subadviser the day-to-day portfolio management of the Fund, except for the management of the portion of the Fund’s cash and short-term instruments allocated to Western Asset. For its services, FTFA pays ClearBridge 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, FTFA pays Western Asset monthly 0.02% of the portion of the Fund’s average daily net assets that are allocated to Western Asset by FTFA.

As a result of expense limitation arrangements between the Fund and FTFA, 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 1, Class A, Class C, Class FI, Class R, Class I and Class IS shares did not exceed

1.15%, 1.15%, 1.90%, 1.15%, 1.40%, 0.80% and 0.70%, respectively. In addition, the ratio of total annual fund operating expenses for Class 1 and Class IS shares did not exceed the ratio of total annual fund operating expenses for Class A and Class I shares, respectively. These expense limitation arrangements cannot be terminated prior to December 31, 2025 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 December 31, 2023, fees waived and/or expenses reimbursed amounted to $37,051, which included an affiliated money market fund waiver of $33,233.

FTFA 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 FTFA 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.

 

32     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

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. Franklin Templeton Investor Services, LLC (“Investor Services”) serves as the Fund’s shareholder servicing agent and acts as the Fund’s transfer agent and dividend-paying agent. Investor Services is an indirect, wholly-owned subsidiary of Franklin Resources. Each class of shares of the Fund pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. Investor Services charges account-based fees based on the number of individual shareholder accounts, as well as a fixed percentage fee based on the total account-based fees charged. In addition, each class reimburses Investor Services for out of pocket expenses incurred. For the year ended December 31, 2023, the Fund incurred transfer agent fees as reported on the Statement of Operations, of which $57,358 was earned by Investor Services.

There is a maximum initial sales charge of 5.50% 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 December 31, 2023, sales charges retained by and CDSCs paid to Franklin Distributors and its affiliates, if any, were as follows:

 

        Class A        Class C  
Sales charges      $ 912,281           
CDSCs        9,320        $ 69  

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

3. Investments

During the year ended December 31, 2023, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 1,372,225,328  
Sales        1,614,921,642  

At December 31, 2023, 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    $ 4,222,809,310      $ 3,367,205,936      $ (31,513,670)      $ 3,335,692,266  

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       33  


Notes to financial statements (cont’d)

 

4. Derivative instruments and hedging activities

During the year ended December 31, 2023, 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 December 31, 2023, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class 1               $ 1,069,205  
Class A      $ 11,013,270          4,552,178  
Class C        782,174          62,612  
Class FI        3,494          7,084  
Class R        200,323          79,174  
Class I                 779,066  
Class IS                 4,358  
Total      $ 11,999,261        $ 6,553,677  

For the year ended December 31, 2023, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class 1      $ 7,076  
Class A        20,392  
Class C        362  
Class FI        3,824  
Class R        186  
Class I        4,790  
Class IS        421  
Total      $ 37,051  

 

34     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

6. Distributions to shareholders by class

 

      Year Ended
December 31, 2023
     Year Ended
December 31, 2022
 
Net Investment Income:                  
Class 1    $ 25,481,303      $ 30,567,333  
Class A      61,536,675        71,866,984  
Class C      515,430        843,659  
Class FI      20,749        13,355  
Class R      422,540        549,520  
Class I      16,475,037        20,083,611  
Class IS      1,573,426        1,544,617  
Total    $ 106,025,160      $ 125,469,079  
Net Realized Gains:                  
Class 1    $ 117,930,173      $ 57,631,692  
Class A      346,323,944        160,405,105  
Class C      5,825,257        3,269,192  
Class FI      156,214        28,524  
Class R      3,039,811        1,530,655  
Class I      75,186,991        38,703,314  
Class IS      7,626,874        2,895,217  
Total    $ 556,089,264      $ 264,463,699  

7. Shares of beneficial interest

At December 31, 2023, 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
December 31, 2023
     Year Ended
December 31, 2022
 
      Shares      Amount      Shares      Amount  
Class 1                                    
Shares sold                            
Shares issued on reinvestment      5,158,338      $ 143,432,747        3,307,299      $ 88,196,667  
Shares repurchased      (4,545,029)        (125,437,101)        (4,229,887)        (119,826,721)  
Net increase (decrease)      613,309      $ 17,995,646        (922,588)      $ (31,630,054)  
Class A                                    
Shares sold      13,129,445      $ 362,116,523        14,003,299      $ 394,709,652  
Shares issued on reinvestment      14,494,258        403,006,556        8,603,924        229,130,694  
Shares repurchased      (17,857,769)        (492,570,201)        (16,070,875)        (452,893,567)  
Net increase      9,765,934      $ 272,552,878        6,536,348      $ 170,946,779  

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       35  


Notes to financial statements (cont’d)

 

     Year Ended
December 31, 2023
     Year Ended
December 31, 2022
 
      Shares      Amount      Shares      Amount  
Class C                                    
Shares sold      465,571      $ 12,608,581        608,432      $ 16,803,117  
Shares issued on reinvestment      222,304        6,073,143        150,067        3,921,520  
Shares repurchased      (1,128,005)        (30,576,722)        (1,060,065)        (29,328,674)  
Net decrease      (440,130)      $ (11,894,998)        (301,566)      $ (8,604,037)  
Class FI                                    
Shares sold      51,585      $ 1,426,707        2,066      $ 57,131  
Shares issued on reinvestment      6,390        176,963        1,578        41,879  
Shares repurchased      (5,582)        (154,226)        (3,288)        (96,155)  
Net increase      52,393      $ 1,449,444        356      $ 2,855  
Class R                                    
Shares sold      115,216      $ 3,140,642        236,367      $ 6,586,015  
Shares issued on reinvestment      125,509        3,462,351        78,770        2,080,175  
Shares repurchased      (284,175)        (7,797,968)        (415,823)        (11,654,720)  
Net decrease      (43,450)      $ (1,194,975)        (100,686)      $ (2,988,530)  
Class I                                    
Shares sold      6,122,060      $ 174,656,774        9,586,942      $ 280,128,922  
Shares issued on reinvestment      3,021,664        87,180,095        2,022,203        55,753,610  
Shares repurchased      (11,550,096)        (329,830,539)        (8,517,232)        (247,994,992)  
Net increase (decrease)      (2,406,372)      $ (67,993,670)        3,091,913      $ 87,887,540  
Class IS                                    
Shares sold      1,488,794      $ 42,655,354        760,878      $ 22,189,863  
Shares issued on reinvestment      298,354        8,619,228        155,381        4,287,077  
Shares repurchased      (843,331)        (24,247,874)        (899,073)        (27,092,205)  
Net increase (decrease)      943,817      $ 27,026,708        17,186      $ (615,265)  

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 December 31, 2023. The following transactions were effected in such company for the year ended December 31, 2023.

 

    

Affiliate

Value at

December 31,

2022

                             
                             
     Purchased      Sold  
      Cost      Shares      Proceeds      Shares  
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares    $ 18,479,593      $ 474,765,981        474,765,981      $ 478,061,988        478,061,988  

 

36     ClearBridge Dividend Strategy Fund 2023 Annual Report


 

(cont’d)    Realized
Gain (Loss)
     Dividend
Income
    

Net Increase

(Decrease) in

Unrealized

Appreciation

(Depreciation)

    

Affiliate

Value at

December 31,

2023

 
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares           $ 1,906,830             $ 15,183,586  

9. Redemption facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, the “Borrowers”) managed by Franklin Resources or its affiliates, is 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 January 31, 2025.

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 December 31, 2023.

10. Income tax information and distributions to shareholders

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

 

        2023        2022  
Distributions paid from:                      
Ordinary income      $ 115,562,808        $ 124,310,754  
Net long-term capital gains        546,551,616          265,622,024  
Total distributions paid      $ 662,114,424        $ 389,932,778  

As of December 31, 2023, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 32,245,876  
Undistributed long-term capital gains — net        28,529,163  
Total undistributed earnings      $ 60,775,039  
Other book/tax temporary differences(a)        (63,762)  
Unrealized appreciation (depreciation)(b)        3,335,706,254  
Total distributable earnings (loss) — net      $ 3,396,417,531  

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       37  


Notes to financial statements (cont’d)

 

(a) 

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

 

(b) 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and the difference between the book and tax cost basis in partnership investments.

11. Recent accounting pronouncement

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 has reviewed the requirements and believes that the adoption of the ASU will not have a material impact on the financial statements.

 

38     ClearBridge Dividend Strategy Fund 2023 Annual Report


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Partners Investment Trust and Shareholders of ClearBridge Dividend Strategy Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of ClearBridge Dividend Strategy Fund (one of the funds constituting Legg Mason Partners Investment Trust, referred to hereafter as the “Fund”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statement of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (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 December 31, 2023, 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 December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 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 December 31, 2023 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

February 13, 2024

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

 

ClearBridge Dividend Strategy Fund 2023 Annual Report       39  


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of ClearBridge Dividend Strategy 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, 280 Park Avenue, 8th Floor, New York, New York 10017.

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    
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   55
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   55
Other board memberships held by Trustee during the past five years   Formerly, Non-Executive Director, Rokos Capital Management LLP (2019 to 2020)
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   55
Other board memberships held by Trustee during the past five years   None

 

40     ClearBridge Dividend Strategy Fund


 

 

Independent Trustees (cont’d)    
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   55
Other board memberships held by Trustee during the past five years   None
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   55
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   55
Other board memberships held by Trustee during the past five years   Director of HSBC Corporate Money Funds Limited, HSBC Managed Portfolios Limited and HSBC Specialist Funds Limited (since 2020); formerly, Director of Cheyne Capital International Limited (investment advisory firm) (2005 to 2020)
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   55
Other board memberships held by Trustee during the past five years   None

 

ClearBridge Dividend Strategy Fund       41  


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

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 55 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   55
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 123 funds associated with FTFA or its affiliates (since 2015); President and Chief Executive Officer of FTFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and Senior Vice President of FTFA (2015)
Number of funds in fund complex overseen by Trustee   123
Other board memberships held by Trustee during the past five years   None

 

42     ClearBridge Dividend Strategy Fund


 

 

Additional Officers    

Ted P. Becker

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

 
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 FTFA (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

280 Park Avenue, 8th Floor, New York, NY 10017

 
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)

 

ClearBridge Dividend Strategy Fund       43  


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

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 FTFA (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

280 Park Avenue, 8th Floor, New York, NY 10017

 
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

280 Park Avenue, 8th Floor, New York, NY 10017

 
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 FTFA (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)

 

FTFA, referenced above, was formerly known as LMPFA prior to November 30, 2023.

 

*

Effective February 7, 2024, Ms. Duersten retired from the Board.

 

**

Effective February 7, 2024, Mr. O’Brien became Chair of the Board.

 

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”).

 

44     ClearBridge Dividend Strategy Fund


 

 

1 

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

 

2 

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

 

3 

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

 

ClearBridge Dividend Strategy Fund       45  


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 December 31, 2023:

 

        Pursuant to:        Amount Reported  
Long-Term Capital Gain Dividends Distributed      § 852(b)(3)(C)          $566,012,572  
Income Eligible for Dividends Received Deduction (DRD)      § 854(b)(1)(A)          $143,872,552  
Qualified Dividend Income Earned (QDI)      § 854(b)(1)(B)          $170,293,315  
Qualified Business Income Dividends Earned      § 199A          $9,111,499  
Short-Term Capital Gain Dividends Distributed      § 871(k)(2)(C)          $11,227,126  

 

 

46     ClearBridge Dividend Strategy Fund


ClearBridge

Dividend Strategy Fund

 

Trustees

Andrew L. Breech

Stephen R. Gross

Susan M. Heilbron

Arnold L. Lehman

Robin J. W. Masters

Ken Miller

G. Peter O’Brien*

Chair

Thomas F. Schlafly

Jane Trust

Investment manager

Franklin Templeton Fund Adviser, 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 7, 2024, Mr. O’Brien became Chair of the Board.

**

Formerly known as Legg Mason Partners Fund Advisor, LLC.

 

ClearBridge Dividend Strategy Fund

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

ClearBridge Dividend Strategy 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 Dividend Strategy 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

© 2024 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.