Form N-CSRS LEGG MASON PARTNERS INVE For: Mar 31

May 25, 2022 1:05 PM EDT

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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: September 30

Date of reporting period: March 31, 2022

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


LOGO

 

 

Semi-Annual Report

 

 

 

March 31, 2022

CLEARBRIDGE

INTERNATIONAL

SMALL CAP FUND

 

 

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Performance review     III  
Fund at a glance     1  
Fund expenses     2  
Schedule of investments     4  
Statement of assets and liabilities     11  
Statement of operations     13  
Statements of changes in net assets     14  
Financial highlights     15  
Notes to financial statements     19  
Statement regarding liquidity risk management program     29  

Fund objective

The Fund seeks long-term growth of capital.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the semi-annual report of ClearBridge International Small Cap Fund for the six-month reporting period ended March 31, 2022. Please read on for Fund performance information during the Fund’s reporting period.

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

April 29, 2022

 

 

II

   ClearBridge International Small Cap Fund


Performance review

For the six months ended March 31, 2022, Class A shares of ClearBridge International Small Cap Fund, excluding sales charges, returned -5.59%. The Fund’s unmanaged benchmark, the MSCI EAFE Small Cap Index (NR)i, returned -8.46% for the same period. The Lipper International Small/Mid-Cap Core Funds Category Averageii returned -7.11% over the same time frame.

 

Performance Snapshot as of March 31, 2022 (unaudited)  
(excluding sales charges)   6 months  
ClearBridge International Small Cap Fund:  

Class A

    -5.59

Class C

    -5.81

Class I

    -5.48

Class IS

    -5.39
MSCI EAFE Small Cap Index (NR)     -8.46
Lipper International Small/Mid-Cap Core Funds Category Average     -7.11

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

All share class returns assume the reinvestment of all distributions, including returns of capital, if any, 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 January 28, 2022, the gross total annual fund operating expense ratios for Class A, Class C, Class I and Class IS shares were 1.86%, 2.57%, 1.51% and 1.39%, 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.

As a result of expense limitation arrangements, 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 will not exceed 1.40% for Class A shares, 2.15% for Class C shares, 1.05% for Class I shares and 0.95% for Class IS shares. In addition, the ratio of total annual fund operating expenses for Class IS shares will not exceed the ratio of total annual fund operating expenses for Class I shares. Total annual fund operating expenses after waiving fees and/or reimbursing expenses exceed the expense limitation (“expense cap”) for each class as a result of

 

ClearBridge International Small Cap Fund  

 

III


Performance review (cont’d)

 

acquired fund fees and expenses. These expense limitation arrangements cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. This management fee waiver is not subject to the recapture provision discussed below.

The manager 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 cap in effect at the time the fees were earned, or the expenses incurred. In no case will the manager 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.

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

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

April 29, 2022

RISKS: Equity securities are subject to market and price fluctuations. Small- and mid-cap stocks involve greater risks and volatility than large-cap stocks. 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. Derivatives, such as options and futures, can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

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.

 

i 

The MSCI EAFE Small Cap Index (NR) is an unmanaged, free float-adjusted, market-weighted index of small capitalization companies in each industry group of each country represented by the MSCI EAFE Index, which is designed to measure the equity market performance of developed markets outside of the U.S. & Canada. Net Returns (NR) include income net of tax withholding when dividends are paid.

 

ii

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the six-month period ended March 31, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 39 funds in the Fund’s Lipper category, and excluding sales charges, if any.

 

 

IV

   ClearBridge International Small Cap Fund


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 March 31, 2022 and September 30, 2021. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

 

1

 


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 October 1, 2021 and held for the six months ended March 31, 2022.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

 

Based on actual total return1                 Based on hypothetical total return1  
    

Actual

Total Return

Without

Sales

Charge2

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

              

Hypothetical

Annualized

Total Return

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

 
Class A     -5.59   $ 1,000.00     $ 944.10       1.40   $ 6.79       Class A     5.00   $ 1,000.00     $ 1,017.95       1.40   $ 7.04  
Class C     -5.81       1,000.00       941.90       2.15       10.41       Class C     5.00       1,000.00       1,014.21       2.15       10.80  
Class I     -5.48       1,000.00       945.20       1.05       5.09       Class I     5.00       1,000.00       1,019.70       1.05       5.29  
Class IS     -5.39       1,000.00       946.10       0.95       4.61       Class IS     5.00       1,000.00       1,020.19       0.95       4.78  

 

 

2

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

1 

For the six months ended March 31, 2022.

 

2 

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

 

3 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182), then divided by 365.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

 

3

 


Schedule of investments (unaudited)

March 31, 2022

 

ClearBridge International Small Cap Fund

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  
Common Stocks — 93.1%                
Communication Services — 1.5%                

Entertainment — 0.4%

               

Stillfront Group AB

    69,425     $ 196,112  *(a) 

Media — 1.1%

               

Mediaset Espana Comunicacion SA

    98,586            497,547  *(a) 

Total Communication Services

            693,659  
Consumer Discretionary — 9.1%                

Auto Components — 0.5%

               

SAF-Holland SE

    24,627       207,910  *(a) 

Hotels, Restaurants & Leisure — 3.7%

               

Elior Group SA

    68,680       229,446  *(a)(b) 

Marston’s PLC

    488,194       519,971  *(a) 

Melco International Development Ltd.

    521,830       478,147  *(a) 

Melia Hotels International SA

    64,190       479,724  *(a) 

Total Hotels, Restaurants & Leisure

            1,707,288  

Household Durables — 1.7%

               

Cairn Homes PLC

    168,134       229,128  (a) 

DFS Furniture PLC

    65,800       179,532  (a) 

Victoria PLC

    16,060       190,569  *(a) 

Vistry Group PLC

    16,724       206,054  (a) 

Total Household Durables

            805,283  

Leisure Products — 0.5%

               

Goodbaby International Holdings Ltd.

    1,757,165       227,956  *(a) 

Specialty Retail — 1.3%

               

Luk Fook Holdings International Ltd.

    132,683       322,730  (a) 

Wickes Group PLC

    124,181       299,501  (a) 

Total Specialty Retail

            622,231  

Textiles, Apparel & Luxury Goods — 1.4%

               

Coats Group PLC

    657,356       659,538  (a) 

Total Consumer Discretionary

            4,230,206  
Consumer Staples — 3.7%                

Food & Staples Retailing — 0.9%

               

MARR SpA

    25,060       414,300  (a) 

Food Products — 1.7%

               

JDE Peet’s NV

    11,098       317,504  (a) 

Select Harvests Ltd.

    60,328       240,573  (a) 

Tassal Group Ltd.

    81,062       217,654  (a) 

Total Food Products

            775,731  

 

See Notes to Financial Statements.

 

 

4

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

 

ClearBridge International Small Cap Fund

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Personal Products — 1.1%

               

Chlitina Holding Ltd.

    72,490     $ 512,606  (a) 

Total Consumer Staples

               1,702,637  
Energy — 7.5%                

Energy Equipment & Services — 2.1%

               

Pason Systems Inc.

    78,810       965,149  

Oil, Gas & Consumable Fuels — 5.4%

               

Parex Resources Inc.

    52,520       1,077,581  

Serica Energy PLC

    92,407       482,998  (a) 

Tethys Oil AB

    115,640       961,216  (a) 

Total Oil, Gas & Consumable Fuels

            2,521,795  

Total Energy

            3,486,944  
Financials — 12.2%                

Banks — 9.5%

               

Banca Sistema SpA

    246,820       551,099  (a)(b) 

BAWAG Group AG

    19,320       974,667  (a)(b) 

BPER Banca

    141,374       246,437  (a) 

Cairo Mezz PLC

    46,947       7,526  *(a) 

Eurobank Ergasias Services and Holdings SA

    604,854       707,302  *(a) 

Spar Nord Bank A/S

    33,220       437,972  (a) 

Sydbank A/S

    20,870       712,568  (a) 

Tisco Financial Group PCL

    97,560       294,102  (a) 

Unicaja Banco SA

    497,227       516,627  (a)(b) 

Total Banks

            4,448,300  

Capital Markets — 1.6%

               

Anima Holding SpA

    89,670       402,262  (a)(b) 

Fairfax India Holdings Corp.

    27,130       333,428  *(b) 

Total Capital Markets

            735,690  

Consumer Finance — 0.5%

               

Humm Group Ltd.

    390,145       248,701  (a) 

Diversified Financial Services — 0.6%

               

doValue SpA

    30,900       260,807  (a)(b) 

Total Financials

            5,693,498  
Health Care — 3.6%                

Health Care Equipment & Supplies — 2.6%

               

i-SENS Inc.

    21,397       517,444  (a) 

Value Added Technology Co. Ltd.

    20,912       687,655  (a) 

Total Health Care Equipment & Supplies

            1,205,099  

 

See Notes to Financial Statements.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

5


Schedule of investments (unaudited) (cont’d)

March 31, 2022

 

ClearBridge International Small Cap Fund

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Pharmaceuticals — 1.0%

               

Hikma Pharmaceuticals PLC

    17,561     $ 472,466  (a) 

Total Health Care

              1,677,565  
Industrials — 36.1%                

Aerospace & Defense — 0.8%

               

QinetiQ Group PLC

    88,822       354,305  (a) 

Air Freight & Logistics — 2.6%

               

SBS Holdings Inc.

    17,962       490,877  (a) 

Wincanton PLC

    145,530       736,340  (a) 

Total Air Freight & Logistics

            1,227,217  

Airlines — 1.3%

               

Chorus Aviation Inc.

    103,609       350,571  *(b) 

JET2 PLC

    16,443       246,409  *(a) 

Total Airlines

            596,980  

Building Products — 1.4%

               

Inwido AB

    11,509       181,806  (a) 

Sanwa Holdings Corp.

    46,240       468,502  (a) 

Total Building Products

            650,308  

Commercial Services & Supplies — 1.6%

               

Dynagreen Environmental Protection Group Co. Ltd., Class H Shares

    717,519       328,454  (a) 

Elis SA

    27,510       404,668  *(a) 

Total Commercial Services & Supplies

            733,122  

Construction & Engineering — 4.3%

               

Galliford Try Holdings PLC

    379,640       883,614  (a) 

Maire Tecnimont SpA

    224,554       774,947  (a) 

Raiznext Corp.

    38,947       341,616  (a) 

Total Construction & Engineering

            2,000,177  

Electrical Equipment — 2.6%

               

Mersen SA

    19,459       717,498  (a) 

Nexans SA

    5,109       477,460  (a) 

Total Electrical Equipment

            1,194,958  

Machinery — 7.0%

               

Cargotec oyj, Class B Shares

    17,600       666,602  (a) 

Deutz AG

    73,964       382,966  *(a) 

Fuji Corp.

    25,551       462,063  (a) 

Meidensha Corp.

    23,056       476,327  (a) 

Metso Outotec oyj

    34,763       293,265  (a) 

Morgan Advanced Materials PLC

    158,440       642,706  (a) 

Sulzer AG, Registered Shares

    4,290       354,959  (a) 

Total Machinery

            3,278,888  

 

See Notes to Financial Statements.

 

 

6

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

 

ClearBridge International Small Cap Fund

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Marine — 3.5%

               

D/S Norden A/S

    11,866     $ 414,491  (a) 

Golden Ocean Group Ltd.

    55,793            686,054  (a) 

Star Bulk Carriers Corp.

    17,039       505,888  

Total Marine

            1,606,433  

Professional Services — 3.2%

               

Applus Services SA

    63,100       520,789  (a) 

ManpowerGroup Greater China Ltd.

    271,817       298,769  

Pagegroup PLC

    60,515       389,776  (a) 

Tanseisha Co. Ltd.

    45,750       298,346  (a) 

Total Professional Services

            1,507,680  

Trading Companies & Distributors — 5.1%

               

Kanamoto Co. Ltd.

    15,436       252,462  (a) 

Kanematsu Corp.

    33,644       368,834  (a) 

Lumax International Corp. Ltd.

    186,193       484,626  (a) 

Nishio Rent All Co. Ltd.

    20,891       476,339  (a) 

Yellow Cake PLC

    152,820       794,259  *(a)(b) 

Total Trading Companies & Distributors

            2,376,520  

Transportation Infrastructure — 2.7%

               

Beijing Capital International Airport Co. Ltd., Class H Shares

    420,736       245,151  *(a) 

China Merchants Port Holdings Co. Ltd.

    224,408       405,215  (a) 

Shenzhen International Holdings Ltd.

    360,495       379,651  (a) 

Zhejiang Expressway Co. Ltd., Class H Shares

    285,930       239,786  (a) 

Total Transportation Infrastructure

            1,269,803  

Total Industrials

            16,796,391  
Information Technology — 2.7%                

Electronic Equipment, Instruments & Components — 0.4%

               

Strix Group PLC

    71,630       189,784  (a) 

IT Services — 0.5%

               

Sopra Steria Group SACA

    1,370       254,278  (a) 

Semiconductors & Semiconductor Equipment — 1.8%

               

Optorun Co. Ltd.

    21,626       370,788  (a) 

u-blox Holding AG

    4,635       448,702  *(a) 

Total Semiconductors & Semiconductor Equipment

            819,490  

Total Information Technology

            1,263,552  
Materials — 12.1%                

Chemicals — 1.6%

               

Essentra PLC

    74,853       308,963  (a) 

Okamoto Industries Inc.

    14,107       450,430  (a) 

Total Chemicals

            759,393  

 

See Notes to Financial Statements.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

7


Schedule of investments (unaudited) (cont’d)

March 31, 2022

 

ClearBridge International Small Cap Fund

(Percentages shown based on Fund net assets)

 

Security    Shares      Value  

Construction Materials — 2.6%

                 

Cementir Holding NV

     57,640      $ 435,109  (a) 

Krosaki Harima Corp.

     7,284             245,745  (a) 

RHI Magnesita NV

     7,982        254,271  (a) 

West China Cement Ltd.

     1,785,210        283,937  (a) 

Total Construction Materials

              1,219,062  

Containers & Packaging — 0.1%

                 

Greatview Aseptic Packaging Co. Ltd.

     97,271        27,475  (a) 

Metals & Mining — 7.8%

                 

Alamos Gold Inc., Class A Shares

     30,110        252,894  

AMG Advanced Metallurgical Group NV

     9,490        407,120  (a) 

Anglo Pacific Group PLC

     221,048        512,159  (a) 

Argonaut Gold Inc.

     138,670        271,761  *(b) 

ERO Copper Corp.

     33,212        486,431 

Juno Minerals Ltd.

     127,557        9,101  *(a) 

Jupiter Mines Ltd.

     911,850        177,302  (a) 

Mitsui Mining & Smelting Co. Ltd.

     12,200        334,433  (a) 

Orla Mining Ltd.

     59,480        284,518  *(b) 

Sims Ltd.

     27,638        443,101  (a) 

Torex Gold Resources Inc.

     14,250        178,959 

Wesdome Gold Mines Ltd.

     19,530        245,111 

Total Metals & Mining

              3,602,890  

Total Materials

              5,608,820  
Real Estate — 3.8%                  

Real Estate Management & Development — 3.8%

                 

Aedas Homes SA

     8,530        216,931  (a)(b) 

JHSF Participacoes SA

     322,126        443,841  

Metrovacesa SA

     47,436        401,426  (a)(b) 

Sun Frontier Fudousan Co. Ltd.

     50,529        432,987  (a) 

Supalai PCL

     446,222        290,726  (a) 

Total Real Estate

              1,785,911  
Utilities — 0.8%                  

Water Utilities — 0.8%

                 

China Water Affairs Group Ltd.

     354,246        386,540  (a) 

Total Common Stocks (Cost — $37,644,152)

              43,325,723  
Investments in Underlying Funds — 2.0%                  

Dragon Capital — Vietnam Enterprise Investments Ltd.,

                 

Class C Shares (Cost — $361,030)

     96,044        949,107  *(a) 

Total Investments before Short-Term Investments (Cost — $38,005,182)

              44,274,830  

 

See Notes to Financial Statements.

 

 

8

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

 

ClearBridge International Small Cap Fund

(Percentages shown based on Fund net assets)

 

Security   Rate     Shares     Value  
Short-Term Investments — 4.7%                        

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

    0.139     1,746,770     $ 1,746,770  

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

    0.212     436,693       436,693  (c) 

Total Short-Term Investments (Cost — $2,183,463)

                    2,183,463  

Total Investments — 99.8% (Cost — $40,188,645)

                    46,458,293  

Other Assets in Excess of Liabilities — 0.2%

                    95,038  

Total Net Assets — 100.0%

                  $ 46,553,331  

 

*

Non-income producing security.

 

(a) 

Security is valued in good faith 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) 

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 March 31, 2022, the total market value of investments in Affiliated Companies was $436,693 and the cost was $436,693 (Note 8).

 

See Notes to Financial Statements.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

9


Schedule of investments (unaudited) (cont’d)

March 31, 2022

 

ClearBridge International Small Cap Fund

 

Summary of Investments by Country**       
United Kingdom      15.9
Japan      11.8  
Canada      7.2  
China      7.2  
Italy      5.7  
Spain      5.7  
France      4.5  
Denmark      4.3  
Sweden      2.9  
Greece      2.6  
South Korea      2.6  
Austria      2.1  
United States      2.1  
Finland      2.1  
Brazil      2.0  
Australia      1.9  
Switzerland      1.7  
Hong Kong      1.7  
Netherlands      1.6  
Norway      1.5  
Germany      1.3  
Thailand      1.3  
Taiwan      1.0  
Jordan      1.0  
India      0.7  
Ireland      0.5  
Isle of Man      0.4  
Cyprus      0.0 ‡ 
Investments in Underlying Funds      2.0  
Short-Term Investments      4.7  
       100.0

 

**

As a percentage of total investments. Please note that the Fund holdings are as of March 31, 2022 and are subject to change.

Represents less than 0.1%.

 

See Notes to Financial Statements.

 

 

10

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


Statement of assets and liabilities (unaudited)

March 31, 2022

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $39,751,952)

   $ 46,021,600  

Investments in affiliated securities, at value (Cost — $436,693)

     436,693  

Receivable for securities sold

     233,407  

Dividends receivable from unaffiliated investments

     165,614  

Receivable for Fund shares sold

     19,301  

Dividends receivable from affiliated investments

     34  

Prepaid expenses

     21,324  

Total Assets

     46,897,973  
Liabilities:         

Payable for securities purchased

     200,149  

Payable for Fund shares repurchased

     45,892  

Fund accounting fees payable

     31,831  

Audit and tax fees payable

     20,354  

Investment management fee payable

     13,527  

Service and/or distribution fees payable

     3,957  

Trustees’ fees payable

     297  

Foreign currency due to custodian, at value (Cost — $25)

     25  

Accrued expenses

     28,610  

Total Liabilities

     344,642  
Total Net Assets    $ 46,553,331  
Net Assets:         

Par value (Note 7)

   $ 33  

Paid-in capital in excess of par value

     57,397,224  

Total distributable earnings (loss)

     (10,843,926)  
Total Net Assets    $ 46,553,331  

 

See Notes to Financial Statements.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

11


Statement of assets and liabilities (unaudited) (cont’d)

March 31, 2022

 

Net Assets:         

Class A

     $15,269,044  

Class C

     $873,179  

Class I

     $28,652,131  

Class IS

     $1,758,977  
Shares Outstanding:         

Class A

     1,077,089  

Class C

     62,336  

Class I

     2,011,493  

Class IS

     123,473  
Net Asset Value:         

Class A (and redemption price)

     $14.18  

Class C*

     $14.01  

Class I (and redemption price)

     $14.24  

Class IS (and redemption price)

     $14.25  
Maximum Public Offering Price Per Share:         

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

     $15.05  

 

*

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.

 

 

12

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


Statement of operations (unaudited)

For the Six Months Ended March 31, 2022

 

Investment Income:         

Dividends from unaffiliated investments

   $ 827,292  

Dividends from affiliated investments

     45  

Less: Foreign taxes withheld

     (57,195)  

Total Investment Income

     770,142  
Expenses:         

Investment management fee (Note 2)

     193,686  

Transfer agent fees (Note 5)

     48,914  

Fund accounting fees

     38,287  

Registration fees

     36,169  

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

     25,335  

Audit and tax fees

     18,354  

Legal fees

     15,571  

Shareholder reports

     4,181  

Custody fees

     2,195  

Trustees’ fees

     1,671  

Interest expense

     873  

Insurance

     197  

Miscellaneous expenses

     6,241  

Total Expenses

     391,674  

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

     (103,485)  

Net Expenses

     288,189  
Net Investment Income      481,953  
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

     1,842,181  

Foreign currency transactions

     (64,350)  

Net Realized Gain

     1,777,831  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments in unaffiliated securities

     (4,954,346)  

Foreign currencies

     (1,345)  

Change in Net Unrealized Appreciation (Depreciation)

     (4,955,691)  
Net Loss on Investments and Foreign Currency Transactions      (3,177,860)  
Decrease in Net Assets From Operations    $ (2,695,907)  

 

See Notes to Financial Statements.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

 

13

 


Statements of changes in net assets

 

    

 

For the Six Months Ended March 31, 2022 (unaudited)

and the Year Ended September 30, 2021

   2022      2021  
Operations:                  

Net investment income

   $ 481,953      $ 718,785  

Net realized gain

     1,777,831        4,090,856  

Change in net unrealized appreciation (depreciation)

     (4,955,691)        9,182,636  

Increase (Decrease) in Net Assets From Operations

     (2,695,907)        13,992,277  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (2,000,000)        (1,070,002)  

Decrease in Net Assets From Distributions to Shareholders

     (2,000,000)        (1,070,002)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     4,519,124        22,622,997  

Reinvestment of distributions

     1,972,643        1,049,954  

Cost of shares repurchased

     (5,368,526)        (27,073,415)  

Increase (Decrease) in Net Assets From Fund Share Transactions

     1,123,241        (3,400,464)  

Increase (Decrease) in Net Assets

     (3,572,666)        9,521,811  
Net Assets:                  

Beginning of period

     50,125,997        40,604,186  

End of period

   $ 46,553,331      $ 50,125,997  

 

See Notes to Financial Statements.

 

 

14

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class A Shares1   20222     2021     2020     2019     2018     2017  
Net asset value, beginning of period     $15.64       $11.69       $11.92       $17.22       $18.46       $15.84  
Income (loss) from operations:            

Net investment income

    0.13       0.23       0.26       0.18       0.19       0.15  

Net realized and unrealized gain (loss)

    (0.99)       4.02       (0.25)       (2.55)       (0.87)       2.76  

Total income (loss) from operations

    (0.86)       4.25       0.01       (2.37)       (0.68)       2.91  
Less distributions from:            

Net investment income

    (0.60)       (0.30)       (0.24)       (0.27)       (0.56)       (0.29)  

Net realized gains

                      (2.66)              

Total distributions

    (0.60)       (0.30)       (0.24)       (2.93)       (0.56)       (0.29)  
Net asset value, end of period     $14.18       $15.64       $11.69       $11.92       $17.22       $18.46  

Total return3

    (5.59)     36.84     (0.21)     (13.38)     (3.90)     18.87
Net assets, end of period (000s)     $15,269       $17,263       $6,253       $9,121       $18,127       $37,977  
Ratios to average net assets:            

Gross expenses

    1.86 %4      1.82     1.75     1.55     1.49     1.51

Net expenses5,6

    1.40 4      1.40       1.36       1.36       1.39       1.44  

Net investment income

    1.76 4      1.57       2.22       1.37       1.00       0.93  
Portfolio turnover rate     21     25     36     37     43     41

 

1 

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

 

2 

For the six months ended March 31, 2022 (unaudited).

 

3 

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. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

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 1.40%. This expense limitation arrangement cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. Prior to December 1, 2017, the expense limitation was 1.45%.

 

See Notes to Financial Statements.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

15


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class C Shares1   20222     2021     2020     2019     2018     2017  
Net asset value, beginning of period     $15.33       $11.43       $11.65       $16.94       $18.18       $15.57  
Income (loss) from operations:            

Net investment income

    0.08       0.08       0.20       0.09       0.09       0.04  

Net realized and unrealized gain (loss)

    (0.96)       3.99       (0.27)       (2.52)       (0.88)       2.73  

Total income (loss) from operations

    (0.88)       4.07       (0.07)       (2.43)       (0.79)       2.77  
Less distributions from:            

Net investment income

    (0.44)       (0.17)       (0.15)       (0.20)       (0.45)       (0.16)  

Net realized gains

                      (2.66)              

Total distributions

    (0.44)       (0.17)       (0.15)       (2.86)       (0.45)       (0.16)  
Net asset value, end of period     $14.01       $15.33       $11.43       $11.65       $16.94       $18.18  

Total return3

    (5.81)     35.81     (0.85)     (13.98)     (4.58)     18.06
Net assets, end of period (000s)     $873       $1,133       $859       $3,166       $5,751       $6,255  
Ratios to average net assets:            

Gross expenses

    2.53 %4      2.53     2.42     2.28     2.19     2.21

Net expenses5,6

    2.15 4      2.15       2.04       2.09       2.08       2.16  

Net investment income

    1.02 4      0.57       1.66       0.74       0.51       0.24  
Portfolio turnover rate     21     25     36     37     43     41

 

1 

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

 

2 

For the six months ended March 31, 2022 (unaudited).

 

3 

Performance figures, exclusive of CDSC, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

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 2.15%. This expense limitation arrangement cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. Prior to December 1, 2017, the expense limitation was 2.20%.

 

See Notes to Financial Statements.

 

 

16

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


    

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class I Shares1   20222     2021     2020     2019     2018     2017  
Net asset value, beginning of period     $15.72       $11.75       $11.98       $17.39       $18.63       $15.98  
Income (loss) from operations:            

Net investment income

    0.16       0.25       0.29       0.24       0.28       0.22  

Net realized and unrealized gain (loss)

    (1.00)       4.07       (0.25)       (2.60)       (0.89)       2.77  

Total income (loss) from operations

    (0.84)       4.32       0.04       (2.36)       (0.61)       2.99  
Less distributions from:            

Net investment income

    (0.64)       (0.35)       (0.27)       (0.39)       (0.63)       (0.34)  

Net realized gains

                      (2.66)              

Total distributions

    (0.64)       (0.35)       (0.27)       (3.05)       (0.63)       (0.34)  
Net asset value, end of period     $14.24       $15.72       $11.75       $11.98       $17.39       $18.63  

Total return3

    (5.48)     37.31     0.10     (13.16)     (3.52)     19.26
Net assets, end of period (000s)     $28,652       $30,044       $23,172       $44,852       $75,026       $97,348  
Ratios to average net assets:            

Gross expenses

    1.47 %4      1.47     1.44     1.28     1.18     1.18

Net expenses5,6

    1.05 4      1.05       1.05       1.06       1.05       1.10  

Net investment income

    2.14 4      1.69       2.49       1.79       1.51       1.32  
Portfolio turnover rate     21     25     36     37     43     41

 

1 

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

 

2 

For the six months ended March 31, 2022 (unaudited).

 

3 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 1.05%. Total annual fund operating expenses, after waiving and/or reimbursing expenses, exceeded the expense limitation as a result of interest expense. This expense limitation arrangement cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. Prior to December 1, 2017, the expense limitation was 1.10%.

 

See Notes to Financial Statements.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

17


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30,
unless otherwise noted:
 
Class IS Shares1   20222     2021     2020     2019     2018     2017  
Net asset value, beginning of period     $15.73       $11.76       $11.98       $17.41       $18.65       $16.00  
Income (loss) from operations:            

Net investment income

    0.17       0.27       0.28       0.21       0.30       0.24  

Net realized and unrealized gain (loss)

    (1.00)       4.07       (0.22)       (2.56)       (0.90)       2.77  

Total income (loss) from operations

    (0.83)       4.34       0.06       (2.35)       (0.60)       3.01  
Less distributions from:            

Net investment income

    (0.65)       (0.37)       (0.28)       (0.42)       (0.64)       (0.36)  

Net realized gains

                      (2.66)              

Total distributions

    (0.65)       (0.37)       (0.28)       (3.08)       (0.64)       (0.36)  
Net asset value, end of period     $14.25       $15.73       $11.76       $11.98       $17.41       $18.65  

Total return3

    (5.39)     37.44     0.27     (13.10)     (3.44)     19.42
Net assets, end of period (000s)     $1,759       $1,686       $1,193       $1,229       $2,742       $21,321  
Ratios to average net assets:            

Gross expenses

    1.36 %4      1.35     1.37     1.19     1.03     1.08

Net expenses5,6

    0.95 4      0.95       0.95       0.96       0.96       1.00  

Net investment income

    2.27 4      1.84       2.43       1.57       1.59       1.46  
Portfolio turnover rate     21     25     36     37     43     41

 

1 

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

 

2 

For the six months ended March 31, 2022 (unaudited).

 

3 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

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 0.95%. 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. Total annual fund operating expenses, after waiving and/or reimbursing expenses, exceeded the expense limitation as a result of interest expense. These expense limitation arrangements cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. Prior to December 1, 2017, the ratio of total annual fund operating expenses to average net assets of Class IS shares did not exceed 1.00%. 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.

 

See Notes to Financial Statements.

 

 

18

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

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

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

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

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

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

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Notes to financial statements (unaudited) (cont’d)

 

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

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

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

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

 

 

Level 1 — quoted prices in active markets for identical investments

 

 

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

 

 

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

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

 

 

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    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

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:

                               

Energy

  $ 2,042,730     $ 1,444,214           $ 3,486,944  

Financials

    333,428       5,360,070             5,693,498  

Industrials

    1,155,228       15,641,163             16,796,391  

Materials

    1,719,674       3,889,146             5,608,820  

Real Estate

    443,841       1,342,070             1,785,911  

Other Common Stocks

          9,954,159             9,954,159  

Investments in Underlying Funds

          949,107             949,107  
Total Long-Term Investments     5,694,901       38,579,929             44,274,830  
Short-Term Investments†     2,183,463                   2,183,463  
Total Investments   $ 7,878,364     $ 38,579,929           $ 46,458,293  

 

*

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.

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,

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

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Notes to financial statements (unaudited) (cont’d)

 

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) 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.

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

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

(f) 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.

(g) 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.

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

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of September 30, 2021, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal

 

 

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    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

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.

(i) 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.

2. Investment management agreement and other transactions with affiliates

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

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

 

Average Daily Net Assets      Annual Rate  
First $1 billion        0.800
Next $1 billion        0.750  
Next $3 billion        0.700  
Next $5 billion        0.650  
Over $10 billion        0.600  

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

As a result of expense limitation arrangements between the Fund and LMPFA, 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, Class C, Class I and Class IS shares did not exceed 1.40%, 2.15%, 1.05% and 0.95%, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2023 without the Board of Trustees’ consent. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the “affiliated money market fund waiver”). The affiliated money market fund waiver is not subject to the recapture provision discussed below.

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

23


Notes to financial statements (unaudited) (cont’d)

 

During the six months ended March 31, 2022, fees waived and/or expenses reimbursed amounted to $103,485, which included an affiliated money market fund waiver of $50.

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

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

There is a maximum initial sales charge of 5.75% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 1.00% on Class C shares, 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 six months ended March 31, 2022, sales charges retained by and CDSCs paid to Franklin Distributors and its affiliates, if any, were as follows:

 

        Class A        Class C  
Sales charges      $ 1,498           
CDSCs               $ 290  

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

 

Purchases      $ 9,584,159  
Sales        11,115,185  

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

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 40,188,645      $ 9,060,721      $ (2,791,073)      $ 6,269,648  

4. Derivative instruments and hedging activities

During the six months ended March 31, 2022, the Fund did not invest in derivative instruments.

 

 

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    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

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 and Class C shares calculated at the annual rate of 0.25% and 1.00% of the average daily net assets of each class, respectively. Service and/or distribution fees are accrued daily and paid monthly.

For the six months ended March 31, 2022, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class A      $ 20,451        $ 24,709  
Class C        4,884          1,100  
Class I                 22,709  
Class IS                 396  
Total      $ 25,335        $ 48,914  

For the six months ended March 31, 2022, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class A      $ 37,541  
Class C        1,861  
Class I        60,695  
Class IS        3,388  
Total      $ 103,485  

6. Distributions to shareholders by class

 

        Six Months Ended
March 31, 2022
      

Year Ended

September 30, 2021

 
Net Investment Income:                      
Class A      $ 645,536        $ 143,474  
Class A2†                 225,365  
Class C        28,043          12,022  
Class I        1,260,562          653,135  
Class IS        65,859          36,006  
Total      $ 2,000,000        $ 1,070,002  

 

On June 24, 2021, the Fund converted its Class A2 shares into Class A shares.

7. Shares of beneficial interest

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

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

25


Notes to financial statements (unaudited) (cont’d)

 

Transactions in shares of each class were as follows:

 

     Six Months Ended
March 31, 2022
     Year Ended
September 30, 2021
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      54,014      $ 812,014        825,130      $ 13,018,491  
Shares issued on reinvestment      43,540        636,553        10,481        139,186  
Shares repurchased      (124,058)        (1,870,046)        (266,981)        (3,769,341)  
Net increase (decrease)      (26,504)      $ (421,479)        568,630      $ 9,388,336  
Class A2†                                    
Shares sold                    58,447      $ 829,504  
Shares issued on reinvestment                    17,243        225,365  
Shares repurchased                    (869,067)        (13,394,020)  
Net decrease                    (793,377)      $ (12,339,151)  
Class C                                    
Shares sold      5,918      $ 91,396        12,649      $ 193,164  
Shares issued on reinvestment      1,926        27,825        912        11,941  
Shares repurchased      (19,433)        (292,109)        (14,832)        (214,412)  
Net decrease      (11,589)      $ (172,888)        (1,271)      $ (9,307)  
Class I                                    
Shares sold      216,954      $ 3,249,942        535,485      $ 8,133,607  
Shares issued on reinvestment      84,804        1,244,079        47,924        637,866  
Shares repurchased      (201,056)        (3,006,486)        (644,811)        (9,311,146)  
Net increase (decrease)      100,702      $ 1,487,535        (61,402)      $ (539,673)  
Class IS                                    
Shares sold      24,986      $ 365,772        29,977      $ 448,231  
Shares issued on reinvestment      4,375        64,186        2,674        35,596  
Shares repurchased      (13,066)        (199,885)        (26,953)        (384,496)  
Net increase      16,295      $ 230,073        5,698      $ 99,331  

 

On June 24, 2021, the Fund converted 744,688 Class A2 shares into 732,496 Class A shares, valued at $11,632,030. These amounts are reflected in the Class A shares sold and Class A2 shares repurchased, respectively.

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

 

 

26

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


 

all or some portion of the six months ended March 31, 2022. The following transactions were effected in such company for the six months ended March 31, 2022.

 

     Affiliate
Value at
September  30,

2021
     Purchased      Sold  
      Cost      Shares      Cost      Shares  
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares    $ 218,023      $ 1,295,386        1,295,386      $ 1,076,716        1,076,716  

 

(cont’d)    Realized
Gain (Loss)
     Dividend
Income
     Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
     Affiliate
Value at
March 31,
2022
 
Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares           $ 45             $ 436,693  

9. Redemption facility

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

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

10. Deferred capital losses

As of September 30, 2021, the Fund had deferred capital losses of $18,261,214, which have no expiration date, that will be available to offset future taxable capital gains.

11. Recent accounting pronouncement

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of

 

ClearBridge International Small Cap Fund 2022 Semi-Annual Report    

 

 

27

 


Notes to financial statements (unaudited) (cont’d)

 

 

the LIBOR and other interbank-offered based reference rates as of the end of 2021 and 2023. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

12. Other matters

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

*  *  *

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

 

 

28

    ClearBridge International Small Cap Fund 2022 Semi-Annual Report


Statement regarding liquidity risk management program (unaudited)

 

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

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

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

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

 

ClearBridge International Small Cap Fund    

 

 

29

 


Statement regarding liquidity risk management program (unaudited) (cont’d)

 

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

At meetings of the Funds’ Board of Trustees/Directors held in November 2021, the Program Administrator provided a written report to the Board addressing the adequacy and effectiveness of the program for the year ended December 31, 2020. The Program Administrator report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund.

 

 

30

    ClearBridge International Small Cap Fund


ClearBridge

International Small Cap Fund

 

Trustees

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Chair

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Arnold L. Lehman

Robin J. W. Masters

Jerome H. Miller

Ken Miller

G. Peter O’Brien

Thomas F. Schlafly

Jane Trust

 

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

ClearBridge Investments, LLC

Distributor

Franklin Distributors, LLC

Custodian

The Bank of New York Mellon

 

Transfer agent#

Franklin Templeton Investor Services, LLC

3344 Quality Drive

Rancho Cordova, CA 95670-7313

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

#

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

 

ClearBridge International Small Cap Fund

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

ClearBridge International Small Cap 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 International Small Cap Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.

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

www.franklintempleton.com

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


Legg Mason Funds Privacy and Security Notice

 

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

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

The Type of Nonpublic Personal Information the Funds Collect About You

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

 

 

Personal information included on applications or other forms;

 

 

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

 

 

Bank account information, legal documents, and identity verification documentation;

 

 

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

 

 

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

How the Funds Use Nonpublic Personal Information About You

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

The Funds may disclose information about you to:

 

 

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

 

 

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

 

 

Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

 

The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

 

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

 

NOT PART OF THE SEMI-ANNUAL  REPORT


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

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform. The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.franklintempleton.com, or contact the Fund at 877-6LM-FUND/656-3863.

Revised April 2018

Legg Mason California Consumer Privacy Act Policy

Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker,

 

NOT PART OF THE SEMI-ANNUAL  REPORT


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

 

dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).

 

 

In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces of personal information we have collected about you.

 

 

You also have the right to request the deletion of the personal information collected or maintained by the Funds.

If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.

We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if suitable and appropriate proof is not provided.

For the 12-month period prior to the date of this Privacy Policy, the Legg Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.

Contact Information

Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202

Email: [email protected]

Phone: 1-800-396-4748

Revised October 2020

 

NOT PART OF THE SEMI-ANNUAL  REPORT


www.franklintempleton.com

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

LMFX013529 5/22 SR22-4389


ITEM 2.

CODE OF ETHICS.

Not applicable.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

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

 

  (b)

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


ITEM 12.

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

Not applicable

 

ITEM 13.

EXHIBITS.

(a) (1) Not applicable.

Exhibit  99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

 

Legg Mason Partners Investment Trust
By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   May 24, 2022

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

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   May 24, 2022
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   May 24, 2022

CERTIFICATIONS PURSUANT TO SECTION 302

EX-99.CERT

CERTIFICATIONS

I, Jane Trust, certify that:

 

1.

I have reviewed this report on Form N-CSR of Legg Mason Partners Investment Trust – ClearBridge International Small Cap Fund;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 24, 2022      

/s/ Jane Trust

      Jane Trust
      Chief Executive Officer


CERTIFICATIONS

I, Christopher Berarducci, certify that:

 

1.

I have reviewed this report on Form N-CSR of Legg Mason Partners Investment Trust – ClearBridge International Small Cap Fund;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 24, 2022      

/s/ Christopher Berarducci

      Christopher Berarducci
      Principal Financial Officer

CERTIFICATIONS PURSUANT TO SECTION 906

EX-99.906CERT

CERTIFICATION

Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of Legg Mason Partners Investment Trust – ClearBridge International Small Cap Fund (the “Registrant”), each certify to the best of their knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended March 31, 2022 (the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Chief Executive Officer                Principal Financial Officer
Legg Mason Partners Investment Trust –       Legg Mason Partners Investment Trust –
ClearBridge International Small Cap Fund       ClearBridge International Small Cap Fund

/s/ Jane Trust

     

/s/ Christopher Berarducci

Jane Trust       Christopher Berarducci
Date: May 24, 2022       Date: May 24, 2022

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.



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