AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2006.

SECURITIES ACT FILE NO. 333-137525


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


FORM N-14

REGISTRATION STATEMENT

UNDER

  THE SECURITIES ACT OF 1933      x
  PRE-EFFECTIVE AMENDMENT NO.      ¨

POST-EFFECTIVE AMENDMENT NO. 1

LEGG MASON PARTNERS INVESTMENT TRUST

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

125 BROAD STREET, NEW YORK, NY 10004

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

1-800-451-2010

(REGISTRANT’S AREA CODE AND TELEPHONE NUMBER)

R. JAY GERKEN

LEGG MASON & CO., LLC

399 PARK AVENUE, 4 TH FLOOR

NEW YORK, NY 10022

(NAME AND ADDRESS OF AGENT FOR SERVICE)

WITH COPIES TO:

 

DIANNE E. O’DONNELL, ESQ.   ROBERT I. FRENKEL, ESQ.
WILLKIE FARR & GALLAGHER LLP   LEGG MASON & CO., LLC
787 SEVENTH AVENUE   300 FIRST STAMFORD PLACE
NEW YORK, NY 10019-6099   STAMFORD, CT 06902

TITLE OF SECURITIES BEING REGISTERED:

Class A, B and C shares of the Registrant

 


The Registrant has registered an indefinite amount of securities under the Securities Act of 1933, as amended, pursuant to Section 24(f) under the Investment Company Act of 1940, as amended; accordingly, no fee is payable herewith because of reliance upon Section 24(f).

 



Part A—Proxy Statement/Prospectus and Part B—Statement of Additional Information are incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

 

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PART C

OTHER INFORMATION

ITEM 15. INDEMNIFICATION

The response to this item is incorporated by reference to Pre-Effective Amendment No. 1.

Reference is hereby made to Paragraph 4 of the Distribution Agreement between the Registrant and Citigroup Global Markets Inc. (the “CGMI Distribution Agreement”), paragraph 7 of the Amendment to the CGMI Distribution Agreement and paragraph 9 of the Distribution Agreement between the Registrant and LMIS. The Trustees and officers of the Registrant and the personnel of the Registrant’s manager are insured under an errors and omissions liability insurance policy. The Registrant and its officers are also insured under the fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the ‘Securities Act’) may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant understands that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS

1(a) Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post Effective Amendment No. 18 to the Registration Statement filed on March 30, 1998.

1(b) Amendment No. 1 to the First Amended and Restated Master Trust Agreement dated June 1, 1998 is incorporated by reference to Post-Effective Amendment No. 20 to the Registration Statement filed on June 26, 1998.

1(c) Amendment No. 2 to the First Amended and Restated Master Trust Agreement dated October 16, 1998 is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement filed on November 12, 1998.

1(d) Amendment No. 3 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement filed on April 25, 2000.

 

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1(e) Amendment No. 4 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement filed on August 16, 2000.

1(f) Amendment No. 5 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 30.

1(g) Amendment No. 6 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 30.

1(h) Amendment No. 7 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 40.

1(i) Amendment No. 8 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 40.

1(j) Amendment No. 9 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 41 filed on July 19, 2002.

1(k) Amendment No. 10 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 46 filed on March 30, 2003.

1(l) Amendment No. 13 to the First Amended and Restated Master Trust Agreement dated February 28, 1998 is incorporated by reference to Post-Effective Amendment No. 58 filed on April 28, 2006.

2 Amended and Restated By-laws are incorporated by reference to Post-Effective Amendment No. 46.

3 Not applicable.

4 Form of Agreement and Plan of Reorganization is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

5 Registrant’s form of stock certificate for Smith Barney Large Capitalization Growth Fund is incorporated by reference to Post-Effective Amendment No. 17 to the Registration Statement filed on February 20, 1998.

6(a) Management Agreement between the Registrant on behalf of Legg Mason Partners Large Cap Growth Fund and Legg Mason Partners Fund Advisor, LLC (“LMPFA”) dated August 1, 2006 is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

6(b) Subadvisory Agreement between LMPFA and CAM North America LLC dated August 1, 2006 with respect to the Registrant on behalf of Legg Mason Partners Large Cap Growth Fund is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

 

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7(a) Form of Amended Distribution Agreement with Citigroup Global Markets, Inc. (“CGMI”) is incorporated by reference to Post-Effective Amendment No. 56.

7(b) Form of Amendment of Distribution Agreement with PFS Distributors, Inc. (“PFS”) is incorporated by reference to Post-Effective Amendment No. 56.

7(c) Form of Distribution Agreement with Legg Mason Investor Services, LLC (“LMIS”) is incorporated by reference to Post-Effective Amendment No. 57.

8 Not applicable.

9 Form of Custodian Services Agreement between the Registrant and State Street Bank and Trust Company, is incorporated by reference to Post-Effective Amendment No. 56.

10(a) Amended Shareholder Services and Distribution Plan pursuant to Rule 12b-1 is incorporated by reference to Post-Effective Amendment No. 57.

10(b) Amended Rule 18f-3(d) Multiple Class Plan of the Registrant is incorporated by reference to Post-Effective Amendment No. 56.

11(a) Opinion and consent of Willkie Farr & Gallagher LLP as to the legality of the securities being registered is filed herewith.

11(b) Opinion and consent of Bingham McCutchen LLP as to the legality of the securities being registered is filed herewith.

12 Form of Opinion of Dechert LLP supporting the tax matters and consequences to shareholders discussed in the Prospectus/Proxy Statement is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

13 Not applicable.

14 Consent of Independent Registered Public Accounting Firm is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

15 Not applicable.

16 Power of Attorney is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

17(a) Form of Proxy Card is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

17(b) Statement of Additional Information of Legg Mason Partners Large Cap Growth Fund dated March 30, 2006 is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

 

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17(c) Annual Report of Legg Mason Partners Large Cap Growth Fund for the year ended November 30, 2005 is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

17(d) Semi-Annual Report of Legg Mason Partners Large Cap Growth Fund for the six months ended May 31, 2006 is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

17(e) Prospectus and Statement of Additional Information of Legg Mason Partners Technology Fund, a series of Legg Mason Partners Sector Series, Inc., dated February 28, 2006 are incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

17(f) Annual Report of Legg Mason Partners Technology Fund, a series of Legg Mason Partners Sector Series, Inc., for the year ended October 31, 2005 is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

17(g) Semi-Annual Report of Legg Mason Partners Technology Fund, a series of Legg Mason Partners Sector Series, Inc., for the six months ended April 30, 2006 is incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on September 22, 2006.

17(h) Amended Code of Ethics of Citigroup Asset Management - as amended September 13, 2005 is incorporated by reference to Post-Effective Amendment No. 56.

17(i) Code of Ethics of CGMI is incorporated by reference to Post-Effective Amendment No. 46.

17(j) Code of Ethics of PFS is incorporated by reference to Post-Effective Amendment No. 46.

17(k) Code of Ethics of LMIS is incorporated by reference to Post-Effective Amendment No. 56.

17(l) License Agreement between the Registrant and Legg Mason Properties, Inc. is incorporated by reference to Post-Effective Amendment No. 58 filed on April 28, 2006.

17(m) Transfer Agency Agreement dated January 1, 2006 between the Registrant and PFPC Inc. is incorporated by reference to Post-Effective Amendment No. 56.

17(n) License Agreement between the Registrant and Citigroup Inc. is incorporated by reference to Post-Effective Amendment No. 58 filed on April 28, 2006.

17(o) Purchase Agreement between the Registrant and Shearson Lehman Brothers Inc. is incorporated by reference to Pre-Effective Amendment No. 1.

ITEM 17. UNDERTAKINGS

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any

 

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person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other terms of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The registrant hereby undertakes to file, by post-effective amendment, the final opinion of Dechert LLP supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement on Form N-14 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on the 14th day of November, 2006.

 

LEGG MASON PARTNERS INVESTMENT TRUST
on behalf of Legg Mason Partners Large Cap Growth Fund
By:  

/s/ R. Jay Gerken

  R. Jay Gerken
  Chairman of the Board, President and
  Chief Executive Officer

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE

 

TITLE

 

DATE

/s/ R. Jay Gerken

  Chairman of the Board, President   November 14, 2006
R. Jay Gerken   and Chief Executive Officer  

/s/ Kaprel Ozsolak

  Treasurer, Chief Financial   November 14, 2006
Kaprel Ozsolak   and Accounting Officer  

/s/ Dwight B. Crane*

  Trustee   November 14, 2006
Dwight B. Crane    

/s/ Burt N. Dorsett*

  Trustee   November 14, 2006
Burt N. Dorsett    

/s/ Elliot S. Jaffe*

  Trustee   November 14, 2006
Elliot S. Jaffe    

/s/ Stephen E. Kaufman*

  Trustee   November 14, 2006
Stephen E. Kaufman    

/s/ Cornelius C. Rose*

  Trustee   November 14, 2006
Cornelius C. Rose    
*By:  

/s/ R. Jay Gerken

   
  R. Jay Gerken, Attorney-in-Fact    

 

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EXHIBIT INDEX

 

EXHIBIT NO.

  

EXHIBITS

11(a)    Opinion and consent of Willkie Farr & Gallagher LLP as to the legality of the securities being registered.
11(b)    Opinion and consent of Bingham McCutchen LLP as to the legality of the securities being registered.

 

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[Letterhead of Willkie Farr & Gallagher LLP]

November 14, 2006

Legg Mason Partners Investment Trust

125 Broad Street

New York, New York 10004

Ladies and Gentlemen:

You have requested us, as counsel to Legg Mason Partners Investment Trust, a Massachusetts business trust (the “Trust”), on behalf of its series, Legg Mason Partners Large Cap Growth Fund (the “Acquiring Fund”), to furnish you with this opinion in connection with Post-Effective Amendment No. 1 (the “Amendment”) to the Trust’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”), to be filed with the Securities and Exchange Commission on or about November 14, 2006. The Registration Statement, which was filed on September 22, 2006, registered Class A, Class B and Class C shares of beneficial interest of the Acquiring Fund (the “Shares”) to be issued pursuant to an Agreement and Plan of Reorganization, by and among (a) the Trust, on behalf of the Acquiring Fund, (b) Legg Mason Partners Sector Series, Inc., a corporation organized under the laws of the State of Maryland, on behalf of its series, Legg Mason Partners Technology Fund (the “Acquired Fund”), and (c) solely with respect to certain aspects, Legg Mason Partners Fund Advisor, LLC (the “Agreement”). The Agreement provides for the proposed acquisition by the Acquiring Fund of all of the assets of the Acquired Fund solely in exchange for the Shares and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund.

We have examined the Amendment, substantially in the form in which it is to be filed, the Registration Statement, the Trust’s Master Trust Agreement (the “Declaration”), as amended, the most recent amendment to the Declaration, as filed with the Secretary of the Commonwealth of Massachusetts on May 5, 2004 (the “Designation”), the By-Laws, as amended, resolutions adopted by the Trustees of the Trust at meetings held on June 28, 2006, authorizing the Reorganization and the issuance of the Shares on behalf of the Acquiring Fund (the “Resolutions”) and the form of the Agreement that was included in the Proxy Statement/Prospectus included in the Registration Statement. We have also examined such other records, documents, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed.

In our examination of the materials described above, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to


Legg Mason Partners Investment Trust

November 14, 2006

Page 2

original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied upon statements and certificates of officers and representatives of the Trust and others, which facts we have not independently verified. We have further assumed that the Agreement will be duly executed and delivered in substantially the same form as that included in the Registration Statement and that upon such execution and delivery, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms.

Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the Declaration, the Designation and the Resolutions and for the consideration described in the Agreement, will be validly issued, fully paid and nonassessable, except that shareholders of the Acquiring Fund may under certain circumstances be held personally liable for its obligations.

We hereby consent to the reference to us in the Amendment and the filing of this opinion as an exhibit to the Amendment.

We are members of the Bar of the State of New York only and do not opine as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States, and the opinions set forth above are, accordingly, limited to the laws of those jurisdictions. As to matters governed by the laws of the Commonwealth of Massachusetts, we have relied upon the opinion of Bingham McCutchen LLP (which is attached hereto).

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

November 14, 2006

Legg Mason Partners Investment Trust

125 Broad Street

New York, New York 10004

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to Legg Mason Partners Investment Trust, a Massachusetts business trust (the “Trust”), on behalf of its series, Legg Mason Partners Large Cap Growth Fund (the “Acquiring Fund”), in connection with the Trust’s Post-Effective Amendment to its Registration Statement on Form N-14 to be filed with the Securities and Exchange Commission on or about November 14, 2006 (the “Amendment”), with respect to the Acquiring Fund’s Class A, Class B and Class C shares of beneficial interest (the “Shares”) to be issued in exchange for the assets of Legg Mason Partners Technology Fund, a series of Legg Mason Partners Sector Series, Inc., a Maryland corporation, as described in the Registration Statement (the “Reorganization”). You have requested that we deliver this opinion to you in connection with the Trust’s filing of the Amendment.

In connection with the furnishing of this opinion, we have examined the following documents:

(a) a certificate of the Secretary of the Commonwealth of Massachusetts as to the existence of the Trust;

(b) copies, certified by the Secretary of the Commonwealth of Massachusetts, of the Trust’s First Amended and Restated Master Trust Agreement dated February 28, 1998 and each amendment thereto filed with the Secretary of the Commonwealth (the “Declaration”);

(c) a copy of the Trust’s Amendment No. 11 to the Declaration dated as of April 29, 2004, as filed with the Secretary of the Commonwealth of Massachusetts on May 5, 2004 and Amendment No. 13 to the Declaration dated as of March 31, 2006, as filed with the Secretary of the Commonwealth of Massachusetts on April 5, 2006, and as executed by the Assistant Secretary of the Trust (collectively, the “Designation”);


Legg Mason Partners Investment Trust

Willkie Farr & Gallagher LLP

November 14, 2006

Page 2

(d) a certificate executed by the Assistant Secretary of the Trust, certifying as to, and attaching copies of, the Declaration, the Trust’s By-Laws (the “By-Laws”), the Designation and the resolutions adopted by the Trustees of the Trust at a meeting held on June 28, 2006, authorizing the Reorganization and the issuance of the Shares on behalf of the Acquiring Fund (the “Resolutions”);

(e) a printer’s proof, received on August 25, 2006 of the Registration Statement; and

(f) copies of the Agreement and Plan of Reorganization to be entered into by the Acquiring Fund in the form included as Appendix A to the draft Registration Statement referred to in paragraph (e) above (the “Agreement and Plan of Reorganization”).

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed that the Registration Statement as filed with the Securities and Exchange Commission will be in substantially the form of the printer’s proof referred to in paragraph (e) above, and that the Agreement and Plan of Reorganization will be duly completed, executed and delivered by the parties thereto in substantially the form of the copies referred to in paragraph (f) above. We note that the resolutions adopted at the meeting of Trustees of the Trust held on June 28, 2006, as attached to the certificate referenced in paragraph (d) above and reviewed by us in connection with rendering this opinion, are in draft form, and we have assumed for the purposes of this opinion that the Resolutions will be incorporated into minutes of such meeting and will be finalized and approved by the Trust’s Trustees prior to the issuance of the Shares in substantially the form attached to such certificate. We have also assumed for the purposes of this opinion that the Declaration, the Designation, the Resolutions and the Agreement and Plan of Reorganization will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of such Shares.

This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts, as applied by courts located in Massachusetts


Legg Mason Partners Investment Trust

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November 14, 2006

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(other than Massachusetts securities laws, as to which we express no opinion), to the extent that the same may apply to or govern the transactions referred to herein. No opinion is given herein as to the choice of law or internal substantive rules of law, which any tribunal may apply to such transaction. In addition, to the extent that the Declaration, the Designation or the By-Laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended, or any other law or regulation applicable to the Trust, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, please be advised that it is our opinion that the Shares, when issued and sold in accordance with the Declaration, the Designation and the Resolutions and for the consideration described in the Agreement and Plan of Reorganization, will be validly issued, fully paid and nonassessable, except that shareholders of the Acquiring Fund may under certain circumstances be held personally liable for its obligations.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

 

 

/s/ BINGHAM McCUTCHEN LLP