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 Equity 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: 1-877-721-1926

Date of fiscal year end: January 31

Date of reporting period: January 31, 2021

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   January 31, 2021

QS

Asset Allocation Funds

QS Growth Fund

QS Moderate Growth Fund

QS Conservative Growth Fund

QS Defensive Growth Fund

 

 

 

Beginning in or after January 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your Service Agent or financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically (“e-delivery”), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your Service Agent or, if you are a direct shareholder with the Fund, by calling 1-877-721-1926.

You may elect to receive all future reports in paper free of charge. If you invest through a Service Agent, you can contact your Service Agent to request that you continue to receive paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that Service Agent. If you are a direct shareholder with the Fund, you can call the Fund at 1-877-721-1926, or write to the Fund by regular mail at Legg Mason Funds, P.O. Box 9699, Providence, RI 02940-9699 or by express, certified or registered mail to Legg Mason Funds, 4400 Computer Drive, Westborough, MA 01581 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Funds overview     1  
Funds at a glance     11  
Funds expenses     19  
Funds performance     23  
Schedules of investments     31  
Statements of assets and liabilities     35  
Statements of operations     37  
Statements of changes in net assets     39  
Financial highlights     43  
Notes to financial statements     60  
Report of independent registered public accounting firm     76  
Additional shareholder information     77  
Statement regarding liquidity risk management program     78  
Additional information     79  
Important tax information     84  

QS Asset Allocation Funds

QS Asset Allocation Funds (“Asset Allocation Funds”) consists of four separate investment funds, each with its own investment objective and policies. Each Fund is a “fund of funds”, investing in other mutual funds and exchange-traded funds(“ETFs”),and is managed as an asset allocation program.

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

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of QS Asset Allocation Funds for the twelve-month reporting period ended January 31, 2021. Please read on for a detailed look at prevailing economic and market conditions during the Funds’ reporting period and to learn how those conditions have affected each Fund’s performance.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.leggmason.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

February 26, 2021

 

II    QS Asset Allocation Funds


Funds overview

 

QS Asset Allocation Funds (the “Asset Allocation Funds”) consist of four portfolio investment options (the “Funds”), each of which is a “fund of funds” that invests in other mutual funds and exchange-traded funds (“ETFs”). The Asset Allocation Funds offer a mix of equity funds categorized according to average market capitalization (size), investing style (e.g., value, core or growth) and global exposure (e.g., U.S. and/or international stocks). The various options within the Asset Allocation Funds also offer a mix of bond asset classes, such as U.S. and foreign government debt, corporate bonds, high-yield debt and emerging market debt — each of which carries a varying degree of risk/reward potential. Each Fund is managed as an asset allocation program and seeks to achieve its investment objective by allocating its assets among mutual funds and ETFs managed by the Funds’ manager, Legg Mason Partners Fund Advisor, LLC (“Legg Mason”), and its affiliates, including other Legg Mason and Franklin Templeton investment managers, and ETFs managed by unaffiliated investment advisers (“underlying funds”). When selecting investments to fulfill a desired asset class exposure, the portfolio managers expect to allocate to Legg Mason and Franklin Templeton affiliated mutual funds and ETFs, provided that appropriate products are available. At the current time, the Funds invest primarily in affiliated mutual funds.

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

A. Despite a global pandemic and economic disruptions, many of the world’s equity markets finished the twelve-month reporting period ending January 31, 2021 higher. During the first quarter of 2020, global stock markets sold off virtually across the board. Volatility for many indexes rose to levels not seen since the global financial crisis, as investors struggled to price the impact of a global economic shutdown stemming from the escalating COVID-19 pandemic. The U.S. Federal Reserve Board (the “Fed”)i deployed its entire 2008 financial crisis playbook. In early March, the Fed went beyond those interventions and the quantitative easing and alternative programs it put in place when it announced a massive aid plan providing broader, “open-ended” bond buying. The Fed also lowered its federal funds target rateii 150 basis points (“bps”)iii to the “effective lower bound” of zero to 0.25%. U.S. Treasury yields fell significantly across the curve during the reporting period, but short-term interest rates dropped more than their long-term counterparts causing the yield curveiv to steepen.

During the second quarter of 2020, global equity markets surged, recovering some of first quarter’s losses. April 2020 was the best month for U.S. stocks since 1987. Many investors cheered plans for the reopening of economies amid the COVID-19 pandemic and government officials continued pledging extraordinary measures to lessen the pandemic’s economic impact. Gold maintained its perceived safe-haven profile despite renewed risk appetite and rose to nearly an eight-year high. Intermediate U.S. Treasury yields fell modestly over the second quarter as short- and long-term yields rose.

Global equity markets continued to rise during the third quarter of 2020. Many investors were encouraged by economic data and accommodative central bank policies. Later in the quarter, sentiment was dampened by concerns about the pace and unevenness of economic recovery, U.S.-China tensions, increasing coronavirus infections, and delays in further U.S. stimulus measures. September 2020 brought a selloff of U.S. technology stocks on worries they were overvalued. To boost economic recovery and job creation, the Fed announced a new policy framework in August 2020. It is allowing for higher inflation in the short term to achieve its target over a longer-term horizon. The U.S. Treasury yield curve steepened with short-term yields moving lower while their long-term counterparts rose.

Global equity markets advanced nearly across the board for the fourth quarter of 2020. The bulk of gains occurred in November 2020 following positive coronavirus vaccine trials and Joe Biden’s win in the U.S. presidential election. Positive news appeared to outweigh concerns that economic recoveries would stall amid renewed lockdowns resulting from rising coronavirus infection rates and the identification of a new, more infectious COVID-19 strain. Sentiment was buoyed toward the end of the reporting period by the start of vaccinations, although January 2021 results were mixed. The bullish narrative began to deteriorate mid-month, given softness in incoming economic data. In addition, volatile trading in a small batch of heavily shorted companies set off hedge fund de-risking activity in the U.S. This raised broader concerns about bubbles in segments of the market. The U.S. Treasury yield curve steepened over the final quarter of 2020 and into January 2021, with short-term yields moving lower while their long-term counterparts rose.

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

A. For all four Funds, we employ a quantitative tactical strategy that over- and underweights certain allocations in the Funds in response to various market, economic and valuation conditions. These tactical views are updated on a quarterly basis. Throughout the reporting period we were generally flat equities vs. fixed income due to the volatile environment.

 

QS Asset Allocation Funds 2021 Annual Report       1  


Funds overview (cont’d)

 

QS Growth Fund

The Fund seeks capital appreciation. The Fund organizes its investments in underlying funds into two main asset classes: the equity class (equity securities of all types) and the fixed income class (fixed income securities of all types). The portfolio managers may invest across all asset classes and strategies. Under normal market conditions, the portfolio managers will allocate between 70% to 100% of the Fund’s assets to underlying funds that invest in equity and equity-like strategies and between 0% to 30% of the Fund’s assets to underlying funds that invest in fixed income strategies. The portfolio managers may, however, allocate assets to any underlying funds in varying amounts in a manner consistent with the Fund’s investment objective. The Fund’s allocation to each asset class will be measured at the time of purchase and may vary thereafter as a result of market movements.

Performance review

For the twelve months ended January 31, 2021, Class A shares of QS Growth Fund, excluding sales charges, returned 11.84%. The Fund’s unmanaged benchmarks, the Bloomberg Barclays U.S. Aggregate Indexv, the Russell 3000 Indexvi and the Growth Composite Benchmarkvii, returned 4.72%, 20.48% and 17.98%, respectively, over the same time frame. The Lipper Mixed-Asset Target Allocation Aggressive Growth Funds Category Averageviii returned 16.35% for the same period.

 

Performance Snapshot as of January 31, 2021 (unaudited)  
(excluding sales charges)    6 months      12 months  
QS Growth Fund:      

Class A

     16.35      11.84

Class C

     15.90      11.07

Class R

     16.18      11.49

Class I

     16.49      12.18
Bloomberg Barclays U.S. Aggregate Index      -0.91      4.72
Russell 3000 Index      17.98      20.48
Growth Composite Benchmark      19.08      17.98
Lipper Mixed-Asset Target Allocation Aggressive Growth Funds Category Average      16.53      16.35

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.leggmason.com/mutualfunds.

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

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

The portfolio managers periodically adjust the allocation of the Fund’s assets among different Legg Mason and Franklin Templeton affiliated mutual funds and ETFs and ETFs that are managed by unaffiliated investment advisers depending upon the portfolio managers’ outlook for the equity and bond markets in general, particular sectors of such markets and the performance outlook for the underlying funds. In assessing the equity and bond markets, the portfolio managers consider a broad range of market and economic trends and quantitative factors.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated June 1, 2020, the gross total annual fund operating expense ratios for Class A, Class C, Class R and Class I shares were 1.29%, 1.97%, 2.15% and 1.01%, 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, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 0.80% for Class A shares, 1.55% for Class C shares, 0.80% for Class R shares and 0.25% for Class I shares. Total annual fund operating expenses (after waiving fees and/or reimbursing expenses, as applicable) exceed the expense cap for each class as a result of acquired fund fees and expenses. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

 

2     QS Asset Allocation Funds 2021 Annual Report


 

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 limitation (“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.

 

QS Asset Allocation Funds 2021 Annual Report       3  


Funds overview (cont’d)

 

QS Moderate Growth Fund

The Fund seeks long-term growth of capital. The Fund organizes its investments in underlying funds into two main asset classes: the equity class (equity securities of all types) and the fixed income class (fixed income securities of all types). The portfolio managers may invest across all asset classes and strategies. Under normal market conditions, the portfolio managers will allocate between 55% to 85% of the Fund’s assets to underlying funds that invest in equity and equity-like strategies and between 15% to 45% of the Fund’s assets to underlying funds that invest in fixed income strategies. The portfolio managers may, however, allocate Fund assets to any underlying funds in varying amounts in a manner consistent with the Fund’s investment objective. The Fund’s allocation to each asset class will be measured at the time of purchase and may vary thereafter as a result of market movements.

Performance review

For the twelve months ended January 31, 2021, Class A shares of QS Moderate Growth Fund, excluding sales charges, returned 10.97%. The Fund’s unmanaged benchmarks, the Bloomberg Barclays U.S. Aggregate Index, the Russell 3000 Index and the Moderate Growth Composite Benchmarkix, returned 4.72%, 20.48% and 16.00%, respectively, over the same time frame. The Lipper Mixed-Asset Target Allocation Growth Funds Category Averagex returned 13.06% for the same period.

 

Performance Snapshot as of January 31, 2021 (unaudited)  
(excluding sales charges)   6 months     12 months  
QS Moderate Growth Fund:    

Class A

    13.32     10.97

Class C

    13.00     10.22

Class R

    13.16     10.63

Class I

    13.56     11.32
Bloomberg Barclays U.S. Aggregate Index     -0.91     4.72
Russell 3000 Index     17.98     20.48
Moderate Growth Composite Benchmark     15.15     16.00
Lipper Mixed-Asset Target Allocation Growth Funds Category Average     12.54     13.06

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.leggmason.com/mutualfunds.

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

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

The portfolio managers periodically adjust the allocation of the Fund’s assets among different Legg Mason and Franklin Templeton affiliated mutual funds and ETFs and ETFs that are managed by unaffiliated investment advisers depending upon the portfolio managers’ outlook for the equity and bond markets in general, particular sectors of such markets and the performance outlook for the underlying funds. In assessing the equity and bond markets, the portfolio managers consider a broad range of market and economic trends and quantitative factors.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated June 1, 2020, the gross total annual fund operating expense ratios for Class A, Class C, Class R and Class I shares were 1.24%, 1.94%, 1.96% and 0.93%, 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, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 0.80% for Class A shares, 1.55% for Class C shares, 0.80% for Class R shares and 0.25% for Class I shares. Total annual fund operating expenses (after waiving fees and/or reimbursing expenses, as applicable) exceed the expense cap for each class as a result of acquired fund fees and expenses. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

 

4     QS Asset Allocation Funds 2021 Annual Report


 

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 limitation (“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.

 

QS Asset Allocation Funds 2021 Annual Report       5  


Funds overview (cont’d)

 

QS Conservative Growth Fund

The Fund seeks balance of growth of capital and income. The Fund organizes its investments in underlying funds into two main asset classes: the equity class (equity securities of all types) and the fixed income class (fixed income securities of all types). The portfolio managers may invest across all asset classes and strategies. Under normal market conditions, the portfolio managers will allocate between 35% to 65% of the Fund’s assets to underlying funds that invest in equity and equity-like strategies and between 35% to 65% of the Fund’s assets to underlying funds that invest in fixed income strategies. The portfolio managers may, however, allocate Fund assets to any underlying funds in varying amounts in a manner consistent with the Fund’s investment objective. The Fund’s allocation to each asset class will be measured at the time of purchase and may vary thereafter as a result of market movements.

Performance review

For the twelve months ended January 31, 2021, Class A shares of QS Conservative Growth Fund, excluding sales charges, returned 10.05%. The Fund’s unmanaged benchmarks, the Bloomberg Barclays U.S. Aggregate Index, the Russell 1000 Indexxi and the Conservative Growth Composite Benchmarkxii, returned 4.72%, 19.84% and 13.38%, respectively, over the same time frame. The Lipper Mixed-Asset Target Allocation Moderate Funds Category Averagexiii returned 9.88% for the same period.

 

Performance Snapshot as of January 31, 2021 (unaudited)  
(excluding sales charges)   6 months     12 months  
QS Conservative Growth Fund:    

Class A

    9.46     10.05

Class C

    9.03     9.21

Class R

    9.26     9.66

Class I

    9.64     10.35
Bloomberg Barclays U.S. Aggregate Index     -0.91     4.72
Russell 1000 Index     16.61     19.84
Conservative Growth Composite Benchmark     11.00     13.38
Lipper Mixed-Asset Target Allocation Moderate Funds Category Average     9.56     9.88

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.leggmason.com/mutualfunds.

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

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

The portfolio managers periodically adjust the allocation of the Fund’s assets among different Legg Mason and Franklin Templeton affiliated mutual funds and ETFs and ETFs that are managed by unaffiliated investment advisers depending upon the portfolio managers’ outlook for the equity and bond markets in general, particular sectors of such markets and the performance outlook for the underlying funds. In assessing the equity and bond markets, the portfolio managers consider a broad range of market and economic trends and quantitative factors.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated June 1, 2020, the gross total annual fund operating expense ratios for Class A, Class C, Class R and Class I shares were 1.19%, 1.92%, 2.07% and 0.87%, 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, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 0.80% for Class A shares, 1.55% for Class C shares, 0.80% for Class R shares and 0.25% for Class I shares. Total annual fund operating expenses (after waiving fees and/or reimbursing expenses, as applicable) exceed the expense cap for each class as a result of acquired fund fees and expenses. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

 

6     QS Asset Allocation Funds 2021 Annual Report


 

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 limitation (“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.

 

QS Asset Allocation Funds 2021 Annual Report       7  


Funds overview (cont’d)

 

QS Defensive Growth Fund

The Fund seeks income as a primary objective and long-term growth of capital as a secondary objective. The Fund organizes its investments in underlying funds into two main asset classes: the equity class (equity securities of all types) and the fixed income class (fixed income securities of all types). The portfolio managers may invest across all asset classes and strategies. Under normal market conditions, the portfolio managers will allocate between 15% to 45% of the Fund’s assets to underlying funds that invest in equity and equity-like strategies and between 55% to 85% of the Fund’s assets to underlying funds that invest in fixed income strategies. The portfolio managers may, however, allocate Fund assets to any underlying funds in varying amounts in a manner consistent with the Fund’s investment objective. The Fund’s allocation to each asset class will be measured at the time of purchase and may vary thereafter as a result of market movements.

Performance review

For the twelve months ended January 31, 2021, Class A shares of QS Defensive Growth Fund, excluding sales charges, returned 8.08%. The Fund’s unmanaged benchmarks, the Bloomberg Barclays U.S. Aggregate Index, the Russell 1000 Index and the Defensive Growth Composite Benchmarkxiv, returned 4.72%, 19.84% and 10.23%, respectively, over the same time frame. The Lipper Mixed-Asset Target Allocation Conservative Funds Category Averagexv returned 7.44% for the same period.

 

Performance Snapshot as of January 31, 2021 (unaudited)  
(excluding sales charges)    6 months      12 months  
QS Defensive Growth Fund:      

Class A

     5.59      8.08

Class C

     5.15      7.18

Class C11

     5.26      7.43

Class R

     5.46      7.74

Class I

     5.67      8.35
Bloomberg Barclays U.S. Aggregate Index      -0.91      4.72
Russell 1000 Index      16.61      19.84
Defensive Growth Composite Benchmark      6.56      10.23
Lipper Mixed-Asset Target Allocation Conservative Funds Category Average      6.16      7.44

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.leggmason.com/mutualfunds.

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

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

The portfolio managers periodically adjust the allocation of the Fund’s assets among different Legg Mason and Franklin Templeton affiliated mutual funds and ETFs and ETFs that are managed by unaffiliated investment advisers depending upon the portfolio managers’ outlook for the equity and bond markets in general, particular sectors of such markets and the performance outlook for the underlying funds. In assessing the equity and bond markets, the portfolio managers consider a broad range of market and economic trends and quantitative factors.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated June 1, 2020, the gross total annual fund operating expense ratios for Class A, Class C, Class C1, Class R and Class I shares were 1.22%, 1.93%, 1.72%, 2.01% and 0.97%, 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, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 0.80% for Class A shares, 1.55% for

 

1 

Class C1 shares are not available for purchase by new or existing investors (except for certain retirement plan programs authorized by the Fund’s distributor). Class C1 shares continue to be available for dividend reinvestment and incoming exchanges, if any.

 

8     QS Asset Allocation Funds 2021 Annual Report


Class C shares, 1.25% for Class C1 shares, 0.80% for Class R shares and 0.25% for Class I shares. Total annual fund operating expenses (after waiving fees and/or reimbursing expenses, as applicable) exceed the expense cap for each class as a result of acquired fund fees and expenses. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

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 limitation (“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.

Q. What were the leading contributors to performance?

A. Taking into account the underlying funds return and their weightings within the Funds, the leading contributors to absolute performance were in the U.S. equities space, especially large capitalization stocks. Underweighting U.S. fixed income and international equities also added value.

In relative terms at the underlying manager level (i.e., relative to each underlying fund’s specific benchmark), the leading contributors were Martin Currie Emerging Markets Fund, ClearBridge Large Cap Growth Fund, ClearBridge Small Cap Growth Fund and the Brandywine GLOBAL—Global Opportunities Bond Fund (USD Hedged).

Q. What were the leading detractors from performance?

A. An allocation to value stocks in the U.S. equity space detracted for the reporting period, as did an allocation to the QS Global Dividend Fund (which is designed with a lower beta and tends to underperform in up markets). Manager selection was also a detractor. The leading underperformers versus their respective benchmarks, in addition to the QS Global Dividend Fund, were ClearBridge Appreciation Fund, ClearBridge Small Cap Fund and QS Strategic Real Return Fund.

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

A. There were no changes to the Funds during the reporting period.

Thank you for your investment in the QS Asset Allocation Funds. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Funds’ investment goals.

Sincerely,

QS Investors, LLC

February 10, 2021

RISKS: Equity securities are subject to market and price fluctuations. Fixed income securities are subject to interest rate, credit, inflation, and reinvestment risks. International investments are subject to certain risks of overseas investing including currency fluctuations and social, economic and political uncertainties, which could increase volatility; these risks are heightened for investments 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. Investments in small- and mid-capitalization companies may involve a higher degree of risk and volatility than investments in larger, more established companies. As interest rates rise, the value of fixed income securities falls. High yield (“junk”) bonds are lower-rated issues and possess greater price volatility, illiquidity, and possibility of default than higher-rated, investment grade bonds. Each Fund, as a non-diversified fund, is permitted to invest a larger percentage of its assets in a smaller number of underlying funds than a diversified fund, which may magnify the Fund’s losses from events affecting those underlying funds.

Each Fund is a fund of funds – it invests primarily in other funds – and is subject to the risks of the underlying funds in which it invests. There are additional risks and other expenses associated with investing in other mutual funds and exchange-traded funds (“ETFs”), rather than directly in portfolio securities. In addition to the Funds operating expenses, shareholders will indirectly bear the operating expenses of the underlying funds in which each Fund invests. The Funds pay brokerage commissions in connection with the purchase and sale of shares of ETFs. In addition, each Fund indirectly bears its pro rata share of the fees and expenses incurred by the underlying funds it invests in, including management fees and other expenses. These expenses are in addition to the expenses that each Fund bears directly in connection with its own operation. Certain underlying funds may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. Also, the portfolio managers may invest in underlying funds that have a limited performance history.

Because these Funds have exposure to both stocks and bonds through the underlying funds in which they invest, the Funds may underperform stock funds when stocks are in favor and underperform bond funds when bonds are in favor. Each underlying fund may engage in active and frequent trading, resulting in higher portfolio turnover and transaction costs. This may lead to the distribution of higher capital gains to shareholders, increasing their tax liability. Certain of the underlying funds may sell securities short. Unlike the possible loss on a security that is purchased, there is no

 

QS Asset Allocation Funds 2021 Annual Report       9  


Funds overview (cont’d)

 

limit on the amount of loss on an appreciating security that is sold short. Please see each Fund’s prospectus for a more complete discussion of these and other risks and the Funds’ 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.

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

 

 

i

The Federal Reserve Board (the “Fed”) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

 

ii

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 

iii

A basis point is one-hundredth (1/100 or 0.01) of one percent.

 

iv

The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

 

v 

The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.

 

vi

The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market.

 

vii

The Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 45% Russell 1000 Index, 20% Russell 2000 Index, 20% MSCI EAFE Index, 10% Bloomberg Barclays U.S. Aggregate Index and 5% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index. The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 90% of the U.S. market. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The MSCI EAFE Index is a free float-adjusted market capitalization index designed to measure developed market equity performance, excluding the U.S. and Canada. The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market.

 

viii 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended January 31, 2021, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 155 funds for the six-month period and among the 147 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

ix 

The Moderate Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 40% Russell 1000 Index, 15% Russell 2000 Index, 15% MSCI EAFE Index, 25% Bloomberg Barclays U.S. Aggregate Index and 5% Bloomberg Barclays U.S.Corporate High Yield — 2% Issuer Cap Index.

 

x

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended January 31, 2021, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 459 funds for the six-month period and among the 452 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

xi 

The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 90% of the U.S. market.

 

xii

The Conservative Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 28% Russell 1000 Index, 12% Russell 2000 Index, 10% MSCI EAFE Index, 43% Bloomberg Barclays U.S. Aggregate Index and 7% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index.

 

xiii

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended January 31, 2021, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 584 funds for the six-month period and among the 571 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

xiv 

The Defensive Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 17% Russell 1000 Index, 7% Russell 2000 Index, 6% MSCI EAFE Index, 60% Bloomberg Barclays U.S. Aggregate Index and 10% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index.

 

xv

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended January 31, 2021, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 316 funds for the six-month period and among the 302 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

10     QS Asset Allocation Funds 2021 Annual Report


Funds at a glance (unaudited)

 

QS Growth Fund Breakdown† as of — January 31, 2021

 

As a Percent of Total Long-Term Investments

 

LOGO

 

% of Total Long-Term Investments   Top 5 Sectors

LOGO

  12.2 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares  

Financials

Health Care

Information Technology

Consumer Discretionary

Industrials

LOGO   9.7 Legg Mason Global Asset Management Trust — QS International Equity Fund, Class IS Shares  

Industrials

Financials

Consumer Discretionary

Health Care

Information Technology

LOGO   8.8 Legg Mason Partners Equity Trust — QS Global Dividend Fund, Class IS Shares  

Information Technology

Health Care

Consumer Staples

Communication Services

Financials

LOGO   8.5 Legg Mason Global Asset Management Trust — Martin Currie Emerging Markets Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Financials

Communication Services

Materials

LOGO   6.0 Legg Mason Global Asset Management Trust — QS Strategic Real Return Fund, Class IS Shares  

Investments in Underlying Funds

U.S. Treasury Inflation Protected Securities

U.S. Government & Agency Obligations

Information Technology

Financials

LOGO   5.8 Legg Mason Global Asset Management Trust — ClearBridge Small Cap Fund, Class IS Shares  

Financials

Health Care

Industrials

Information Technology

Consumer Discretionary

LOGO   5.7 Legg Mason Partners Equity Trust — ClearBridge Large Cap Growth Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Health Care

Industrials

Communication Services

LOGO   5.3 Legg Mason Partners Equity Trust — ClearBridge Appreciation Fund, Class IS Shares  

Information Technology

Communication Services

Health Care

Financials

Consumer Discretionary

LOGO   4.5 Legg Mason Partners Equity Trust — ClearBridge International Value Fund, Class IS Shares  

Industrials

Financials

Materials

Consumer Discretionary

Information Technology

LOGO   4.3 Legg Mason Partners Equity Trust — ClearBridge Mid Cap Fund, Class IS Shares  

Information Technology

Industrials

Consumer Discretionary

Financials

Health Care

LOGO   4.2 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares  

Financials

Consumer Discretionary

Health Care

Industrials

Information Technology

LOGO   3.7 Legg Mason Partners Equity Trust — QS U.S. Large Cap Equity Fund, Class IS Shares  

Information Technology

Health Care

Consumer Discretionary

Financials

Communication Services

LOGO   3.2 Legg Mason Global Asset Management Trust — QS U.S. Small Capitalization Equity Fund, Class IS Shares  

Health Care

Information Technology

Industrials

Consumer Discretionary

Financials

LOGO   3.0 Legg Mason Global Asset Management Trust — QS Global Market Neutral Fund, Class IS Shares  

Industrials

Consumer Discretionary

Information Technology

Financials

Health Care

LOGO   2.7 Legg Mason Partners Equity Trust — ClearBridge Aggressive Growth Fund, Class IS Shares  

Information Technology

Communication Services

Health Care

Industrials

Financials

LOGO   2.5 Western Asset Funds, Inc. — Western Asset High Yield Fund, Class IS Shares  

Consumer Discretionary

Communication Services

Health Care

Energy

Financials

LOGO   2.4 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares  

Collateralized Mortgage Obligations

Energy

Consumer Discretionary

Materials

Asset-Backed Securities

LOGO   2.1 Western Asset Funds, Inc. — Western Asset Core Plus Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Mortgage-Backed Securities

Sovereign Bonds

Collateralized Mortgage Obligations

 

QS Asset Allocation Funds 2021 Annual Report       11  


Funds at a glance (unaudited) (cont’d)

 

% of Total Long-Term Investments   Top 5 Sectors
LOGO   1.4 Western Asset Funds, Inc. — Western Asset Macro Opportunities Fund, Class IS Shares  

Corporate Bonds & Notes

Sovereign Bonds

U.S. Government & Agency Obligations

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.3 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Sovereign Bonds Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.0 Legg Mason Global Asset Management Trust — ClearBridge Global Infrastructure Income Fund, Class IS Shares  

Utilities Industrials Energy

Real Estate

Communication Services

LOGO   0.9 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares  

U.S. Government & Agency Obligations

Sovereign Bonds

Corporate Bonds & Notes

Collateralized Mortgage Obligations

LOGO   0.8 Legg Mason Partners Equity Trust — ClearBridge Small Cap Growth Fund, Class IS Shares  

Information Technology

Health Care

Industrials

Consumer Discretionary

Consumer Staples

 

Subject to change at any time.

 

12     QS Asset Allocation Funds 2021 Annual Report


QS Moderate Growth Fund Breakdown as of — January 31, 2021

As a Percent of Total Long-Term Investments

 

LOGO

 

% of Total Long-Term Investments   Top 5 Sectors
LOGO   11.2 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares  

Financials

Health Care

Information Technology

Consumer Discretionary

Industrials

LOGO   10.5 Western Asset Funds, Inc. — Western Asset Core Plus Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Mortgage-Backed Securities

Sovereign Bonds

Collateralized Mortgage Obligations

LOGO   9.0 Legg Mason Partners Equity Trust — QS Global Dividend Fund, Class IS Shares  

Information Technology

Health Care

Consumer Staples

Communication Services

Financials

LOGO   6.5 Legg Mason Global Asset Management Trust — Martin Currie Emerging Markets Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Financials

Communication Services

Materials

LOGO   6.1 Legg Mason Global Asset Management Trust — QS Strategic Real Return Fund, Class IS Shares  

Investments in Underlying Funds

U.S. Treasury Inflation Protected Securities

U.S. Government & Agency Obligations

Information Technology

Financials

LOGO   5.4 Legg Mason Partners Equity Trust — ClearBridge Large Cap Growth Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Health Care

Industrials

Communication Services

LOGO   5.3 Legg Mason Global Asset Management Trust — QS International Equity Fund, Class IS Shares  

Industrials

Financials

Consumer Discretionary

Health Care

Information Technology

LOGO   4.6 Legg Mason Partners Equity Trust — ClearBridge Appreciation Fund, Class IS Shares  

Information Technology

Communication Services

Health Care

Financials

Consumer Discretionary

LOGO   4.3 Western Asset Funds, Inc. — Western Asset Core Bond Fund, Class IS Shares  

Corporate Bonds & Notes

Mortgage-Backed Securities

U.S. Government & Agency Obligations

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   4.2 Western Asset Funds, Inc. — Western Asset High Yield Fund, Class IS Shares  

Consumer Discretionary

Communication Services

Health Care

Energy

Financials

LOGO   3.6 Legg Mason Global Asset Management Trust — ClearBridge Small Cap Fund, Class IS Shares  

Financials

Health Care

Industrials

Information Technology

Consumer Discretionary

LOGO   3.6 Legg Mason Global Asset Management Trust — QS Global Market Neutral Fund, Class IS Shares  

Industrials

Consumer Discretionary

Information Technology

Financials

Health Care

LOGO   3.2 Legg Mason Partners Equity Trust — QS U.S. Large Cap Equity Fund, Class IS Shares  

Information Technology

Health Care

Consumer Discretionary

Financials

Communication Services

LOGO   3.1 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares  

Financials

Consumer Discretionary

Health Care

Industrials

Information Technology

LOGO   2.7 Legg Mason Global Asset Management Trust — QS U.S. Small Capitalization Equity Fund, Class IS Shares  

Health Care

Information Technology

Industrials

Consumer Discretionary

Financials

LOGO   2.6 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares  

Collateralized Mortgage Obligations

Energy

Consumer Discretionary

Materials

Asset-Backed Securities

LOGO   2.5 Legg Mason Partners Equity Trust — ClearBridge International Value Fund, Class IS Shares  

Industrials

Financials

Materials

Consumer Discretionary

Information Technology

 

QS Asset Allocation Funds 2021 Annual Report       13  


Funds at a glance (unaudited) (cont’d)

 

% of Total Long-Term Investments   Top 5 Sectors
LOGO   2.3 Legg Mason Partners Equity Trust — ClearBridge Aggressive Growth Fund, Class IS Shares  

Information Technology

Communication Services

Health Care

Industrials

Financials

LOGO   2.0 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares  

U.S. Government & Agency Obligations

Sovereign Bonds

Corporate Bonds & Notes

Collateralized Mortgage Obligations

LOGO   2.0 Legg Mason Partners Equity Trust — ClearBridge Mid Cap Fund, Class IS Shares  

Information Technology

Industrials

Consumer Discretionary

Financials

Health Care

LOGO   1.5 Legg Mason Partners Equity Trust — ClearBridge Small Cap Growth Fund, Class IS Shares  

Information Technology

Health Care

Industrials

Consumer Discretionary

Consumer Staples

LOGO   1.4 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Sovereign Bonds

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.4 Western Asset Funds, Inc. — Western Asset Macro Opportunities Fund, Class IS Shares  

Corporate Bonds & Notes

Sovereign Bonds

U.S. Government & Agency Obligations

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.0 Legg Mason Global Asset Management Trust — ClearBridge Global Infrastructure Income Fund, Class IS Shares  

Utilities

Industrials

Energy

Real Estate

Communication Services

 

Subject to change at any time.

 

14     QS Asset Allocation Funds 2021 Annual Report


QS Conservative Growth Fund Breakdown† as of — January 31, 2021

As a Percent of Total Long-Term Investments

 

LOGO

 

% of Total Long-Term Investments   Top 5 Sectors
LOGO   17.3 Western Asset Funds, Inc. — Western Asset Core Plus Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Mortgage-Backed Securities

Sovereign Bonds

Collateralized Mortgage Obligations

LOGO   12.3 Western Asset Funds, Inc. — Western Asset Core Bond Fund, Class IS Shares  

Corporate Bonds & Notes

Mortgage-Backed Securities

U.S. Government & Agency Obligations

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   9.2 Legg Mason Partners Equity Trust — QS Global Dividend Fund, Class IS Shares  

Information Technology

Health Care

Consumer Staples

Communication Services

Financials

LOGO   6.2 Legg Mason Global Asset Management Trust — QS Strategic Real Return Fund, Class IS Shares  

Investments in Underlying Funds

U.S. Treasury Inflation Protected Securities

U.S. Government & Agency Obligations

Information Technology

Financials

LOGO   5.7 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares  

Financials

Health Care

Information Technology

Consumer Discretionary

Industrials

LOGO   5.4 Western Asset Funds, Inc. — Western Asset High Yield Fund, Class IS Shares  

Consumer Discretionary

Communication Services

Health Care

Energy

Financials

LOGO   5.1 Legg Mason Partners Equity Trust — ClearBridge Appreciation Fund, Class IS Shares  

Information Technology

Communication Services

Health Care

Financials

Consumer Discretionary

LOGO   4.7 Legg Mason Partners Equity Trust — ClearBridge Large Cap Growth Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Health Care

Industrials

Communication Services

LOGO   3.9 Legg Mason Global Asset Management Trust — Martin Currie Emerging Markets Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Financials

Communication Services

Materials

LOGO   3.6 Legg Mason Partners Equity Trust — QS U.S. Large Cap Equity Fund, Class IS Shares  

Information Technology

Health Care

Consumer Discretionary

Financials

Communication Services

LOGO   3.3 Legg Mason Global Asset Management Trust — QS Global Market Neutral Fund, Class IS Shares  

Industrials

Consumer Discretionary

Information Technology

Financials

Health Care

LOGO   2.8 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged), Class IS Shares  

U.S. Government & Agency Obligations

Sovereign Bonds

Corporate Bonds & Notes

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   2.6 Legg Mason Global Asset Management Trust — QS U.S. Small Capitalization Equity Fund, Class IS Shares  

Health Care

Information Technology

Industrials

Consumer Discretionary

Financials

LOGO   2.5 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares  

Collateralized Mortgage Obligations

Energy

Consumer Discretionary

Materials

Asset-Backed Securities

LOGO   2.2 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares  

Financials

Consumer Discretionary

Health Care

Industrials

Information Technology

LOGO   2.2 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares  

U.S. Government & Agency Obligations

Sovereign Bonds

Corporate Bonds & Notes

Collateralized Mortgage Obligations

LOGO   2.2 Legg Mason Global Asset Management Trust — ClearBridge Small Cap Fund, Class IS Shares  

Financials

Health Care

Industrials

Information Technology

Consumer Discretionary

 

QS Asset Allocation Funds 2021 Annual Report       15  


Funds at a glance (unaudited) (cont’d)

 

% of Total Long-Term Investments   Top 5 Sectors
LOGO   1.6 Legg Mason Partners Equity Trust — ClearBridge Small Cap Growth Fund, Class IS Shares  

Information Technology

Health Care

Industrials

Consumer Discretionary

Consumer Staples

LOGO   1.5 Legg Mason Partners Equity Trust — ClearBridge Mid Cap Fund, Class IS Shares  

Information Technology

Industrials

Consumer Discretionary

Financials

Health Care

    1.5 Legg Mason Partners Equity Trust — ClearBridge Aggressive Growth Fund, Class IS Shares  

Information Technology

Communication Services

Health Care

Industrials

Financials

LOGO   1.5 Western Asset Funds, Inc. — Western Asset Macro Opportunities Fund, Class IS Shares  

Corporate Bonds & Notes

Sovereign Bonds

U.S. Government & Agency Obligations

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.5 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Sovereign Bonds

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.0 Legg Mason Global Asset Management Trust — ClearBridge Global Infrastructure Income Fund, Class IS Shares  

Utilities

Industrials

Energy

Real Estate

Communication Services

LOGO   0.1 Legg Mason Partners Equity Trust — ClearBridge International Value Fund, Class IS Shares  

Industrials

Financials

Materials

Consumer Discretionary

Information Technology

LOGO   0.1 Legg Mason Global Asset Management Trust — QS International Equity Fund, Class IS Shares  

Industrials

Financials

Consumer Discretionary

Health Care

Information Technology

 

Subject to change at any time.

 

16     QS Asset Allocation Funds 2021 Annual Report


QS Defensive Growth Fund Breakdown† as of — January 31, 2021

As a Percent of Total Long-Term Investments

 

LOGO

 

% of Total Long-Term Investments   Top 5 Sectors
LOGO   23.3 Western Asset Funds, Inc. — Western Asset Core Plus Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Mortgage-Backed Securities

Sovereign Bonds

Collateralized Mortgage Obligations

LOGO   21.4 Western Asset Funds, Inc. — Western Asset Core Bond Fund, Class IS Shares  

Corporate Bonds & Notes

Mortgage-Backed Securities

U.S. Government & Agency Obligations

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   7.9 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged), Class IS Shares  

U.S. Government & Agency Obligations

Sovereign Bonds

Corporate Bonds & Notes

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   7.3 Legg Mason Partners Equity Trust — QS Global Dividend Fund, Class IS Shares  

Information Technology

Health Care

Consumer Staples

Communication Services

Financials

LOGO   6.8 Western Asset Funds, Inc. — Western Asset High Yield Fund, Class IS Shares  

Consumer Discretionary

Communication Services

Health Care

Energy

Financials

LOGO   6.2 Legg Mason Global Asset Management Trust — QS Strategic Real Return Fund, Class IS Shares  

Investments in Underlying Funds

U.S. Treasury Inflation Protected Securities

U.S. Government & Agency Obligations

Information Technology

Financials

LOGO   4.8 Legg Mason Partners Equity Trust — ClearBridge Appreciation Fund, Class IS Shares  

Information Technology

Communication Services

Health Care

Financials

Consumer Discretionary

LOGO   3.6 Legg Mason Global Asset Management Trust — QS Global Market Neutral Fund, Class IS Shares  

Industrials

Consumer Discretionary

Information Technology

Financials

Health Care

LOGO   3.4 Legg Mason Partners Equity Trust — QS U.S. Large Cap Equity Fund, Class IS Shares  

Information Technology

Health Care

Consumer Discretionary

Financials

Communication Services

LOGO   2.9 Legg Mason Partners Equity Trust — ClearBridge Large Cap Growth Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Health Care

Industrials

Communication Services

LOGO   2.5 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares  

Collateralized Mortgage Obligations

Energy

Consumer Discretionary

Materials

Asset-Backed Securities

LOGO   1.5 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares  

Corporate Bonds & Notes

U.S. Government & Agency Obligations

Sovereign Bonds

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.5 Western Asset Funds, Inc. — Western Asset Macro Opportunities Fund, Class IS Shares  

Corporate Bonds & Notes

Sovereign Bonds

U.S. Government & Agency Obligations

Collateralized Mortgage Obligations

Asset-Backed Securities

LOGO   1.3 Legg Mason Global Asset Management Trust — QS U.S. Small Capitalization Equity Fund, Class IS Shares  

Health Care

Information Technology

Industrials

Consumer Discretionary

Financials

LOGO   1.3 Legg Mason Global Asset Management Trust — Martin Currie Emerging Markets Fund, Class IS Shares  

Information Technology

Consumer Discretionary

Financials

Communication Services

Materials

LOGO   1.1 Legg Mason Partners Equity Trust — ClearBridge Small Cap Growth Fund, Class IS Shares  

Information Technology

Health Care

Industrials

Consumer Discretionary

Consumer Staples

LOGO   1.0 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares  

Financials

Consumer Discretionary

Health Care

Industrials

Information Technology

 

QS Asset Allocation Funds 2021 Annual Report       17  


Funds at a glance (unaudited) (cont’d)

 

% of Total Long-Term Investments   Top 5 Sectors
LOGO   1.0 Legg Mason Global Asset Management Trust — BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares  

Financials

Health Care

Information Technology

Consumer Discretionary

Industrials

LOGO   1.0 Legg Mason Global Asset Management Trust — ClearBridge Global Infrastructure Income Fund, Class IS Shares  

Utilities

Industrials

Energy

Real Estate

Communication Services

LOGO   0.1 Legg Mason Partners Equity Trust — ClearBridge International Value Fund, Class IS Shares  

Industrials

Financials

Materials

Consumer Discretionary

Information Technology

LOGO   0.1 Legg Mason Global Asset Management Trust — QS International Equity Fund, Class IS Shares  

Industrials

Financials

Consumer Discretionary

Health Care

Information Technology

 

Subject to change at any time.

 

18     QS Asset Allocation Funds 2021 Annual Report


Funds 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 August 1, 2020 and held for the six months ended January 31, 2021.

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  
QS
Growth
Fund
  Actual
Total Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
          QS
Growth
Fund
  Hypothetical
Annualized
Total Return
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
 
Class A     16.35   $ 1,000.00     $ 1,163.50       0.46   $ 2.50       Class A     5.00   $ 1,000.00     $ 1,022.82       0.46   $ 2.34  
Class C     15.90       1,000.00       1,159.00       1.15       6.24       Class C     5.00       1,000.00       1,019.36       1.15       5.84  
Class R     16.18       1,000.00       1,161.80       0.80       4.35       Class R     5.00       1,000.00       1,021.11       0.80       4.06  
Class I     16.49       1,000.00       1,164.90       0.18       0.98       Class I     5.00       1,000.00       1,024.23       0.18       0.92  

 

1  

For the six months ended January 31, 2021.

 

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 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.

 

QS Asset Allocation Funds 2021 Annual Report       19  


Funds expenses (unaudited) (cont’d)

 

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 August 1, 2020 and held for the six months ended January 31, 2021.

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  
QS
Moderate
Growth
Fund
  Actual
Total Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
          QS
Moderate
Growth
Fund
 

Hypothetical

Annualized
Total Return

   

Beginning

Account
Value

    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
 
Class A     13.32   $ 1,000.00     $ 1,133.20       0.46   $ 2.47       Class A     5.00   $ 1,000.00     $ 1,022.82       0.46   $ 2.34  
Class C     13.00       1,000.00       1,130.00       1.16       6.21       Class C     5.00       1,000.00       1,019.30       1.16       5.89  
Class R     13.16       1,000.00       1,131.60       0.80       4.29       Class R     5.00       1,000.00       1,021.11       0.80       4.06  
Class I     13.56       1,000.00       1,135.60       0.13       0.70       Class I     5.00       1,000.00       1,024.48       0.13       0.66  

 

1  

For the six months ended January 31, 2021.

 

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 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.

 

20     QS Asset Allocation Funds 2021 Annual Report


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 August 1, 2020 and held for the six months ended January 31, 2021.

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  
QS
Conservative
Growth
Fund
  Actual
Total Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
          QS
Conservative
Growth
Fund
  Hypothetical
Annualized
Total Return
    Beginning
Account
Value
   

Ending

Account

Value

    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
 
Class A     9.46   $ 1,000.00     $ 1,094.60       0.46   $ 2.42       Class A     5.00   $ 1,000.00     $ 1,022.82       0.46   $ 2.34  
Class C     9.03       1,000.00       1,090.30       1.20       6.31       Class C     5.00       1,000.00       1,019.10       1.20       6.09  
Class R     9.26       1,000.00       1,092.60       0.80       4.21       Class R     5.00       1,000.00       1,021.11       0.80       4.06  
Class I     9.64       1,000.00       1,096.40       0.15       0.79       Class I     5.00       1,000.00       1,024.38       0.15       0.76  

 

1  

For the six months ended January 31, 2021.

 

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 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.

 

QS Asset Allocation Funds 2021 Annual Report       21  


Funds expenses (unaudited) (cont’d)

 

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 August 1, 2020 and held for the six months ended January 31, 2021.

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  
QS
Defensive
Growth
Fund
  Actual
Total Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
          QS
Defensive
Growth
Fund
  Hypothetical
Annualized
Total Return
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
 
Class A     5.59   $ 1,000.00     $ 1,055.90       0.54   $ 2.79       Class A     5.00   $ 1,000.00     $ 1,022.42       0.54   $ 2.75  
Class C     5.15       1,000.00       1,051.50       1.27       6.55       Class C     5.00       1,000.00       1,018.75       1.27       6.44  
Class C1     5.26       1,000.00       1,052.60       1.07       5.52       Class C1     5.00       1,000.00       1,019.76       1.07       5.43  
Class R     5.46       1,000.00       1,054.60       0.80       4.13       Class R     5.00       1,000.00       1,021.11       0.80       4.06  
Class I     5.67       1,000.00       1,056.70       0.25       1.29       Class I     5.00       1,000.00       1,023.88       0.25       1.27  

 

1  

For the six months ended January 31, 2021.

 

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 and Class C1 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 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 366.

 

22     QS Asset Allocation Funds 2021 Annual Report


Funds performance (unaudited)

 

QS Growth Fund

 

Average annual total returns                            
Without sales charges1    Class A      Class C      Class R      Class I  
Twelve Months Ended 1/31/21      11.84      11.07      11.49      12.18
Five Years Ended 1/31/21      9.95        9.20        9.61        10.27  
Ten Years Ended 1/31/21      7.82        7.12        N/A        8.15  
Inception* through 1/31/21                    5.89         
With sales charges2    Class A      Class C      Class R      Class I  
Twelve Months Ended 1/31/21      5.39      10.07      11.49      12.18
Five Years Ended 1/31/21      8.66        9.20        9.61        10.27  
Ten Years Ended 1/31/21      7.18        7.12        N/A        8.15  
Inception* through 1/31/21                    5.89         

 

Cumulative total returns  
Without sales charges1       
Class A (1/31/11 through 1/31/21)     112.33
Class C (1/31/11 through 1/31/21)     99.00  
Class R (Inception date of 6/2/14 through 1/31/21)     46.45  
Class I (1/31/11 through 1/31/21)     118.90  

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 5.75%. Class C shares also reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

*

Inception dates for Class A, C, R and I shares are February 5, 1996, February 5, 1996, June 2, 2014 and December 16, 2008, respectively.

 

QS Asset Allocation Funds 2021 Annual Report       23  


Funds performance (unaudited) (cont’d)

 

QS Growth Fund

Historical performance

Value of $10,000 invested in

Class A and C Shares of QS Growth Fund vs. Benchmark Indices† — January 2011 - January 2021

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

Hypothetical illustration of $10,000 invested in Class A and C shares of QS Growth Fund on January 31, 2011, assuming the deduction of the maximum initial sales charge of 5.75% at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through January 31, 2021. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Barclays U.S. Aggregate Index, Russell 3000 Index, and the Growth Composite Benchmark. The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market. The Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 45% Russell 1000 Index, 20% Russell 2000 Index, 20% MSCI EAFE Index, 10% Bloomberg Barclays U.S. Aggregate Index and 5% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index. The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 90% of the U.S. market. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The MSCI EAFE Index is a free float-adjusted market capitalization index designed to measure developed market equity performance, excluding the U.S. and Canada. The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. The indices are unmanaged and are not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than the Class A and C shares’ performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

Prior to June 1, 2015, the Fund followed different investment policies and strategies under the name QS Legg Mason Lifestyle Allocation 85%.

 

24     QS Asset Allocation Funds 2021 Annual Report


Funds performance (unaudited) (cont’d)

 

QS Moderate Growth Fund

 

Average annual total returns                            
Without sales charges1    Class A      Class C      Class R      Class I  
Twelve Months Ended 1/31/21      10.97      10.22      10.63      11.32
Five Years Ended 1/31/21      9.51        8.76        9.16        9.86  
Ten Years Ended 1/31/21      7.53        6.80        N/A        7.83  
Inception* through 1/31/21                    5.81         
With sales charges2    Class A      Class C      Class R      Class I  
Twelve Months Ended 1/31/21      4.59      9.22      10.63      11.32
Five Years Ended 1/31/21      8.22        8.76        9.16        9.86  
Ten Years Ended 1/31/21      6.89        6.80        N/A        7.83  
Inception* through 1/31/21                    5.81         

 

Cumulative total returns  
Without sales charges1       
Class A (1/31/11 through 1/31/21)     106.66
Class C (1/31/11 through 1/31/21)     93.16  
Class R (Inception date of 6/2/14 through 1/31/21)     45.72  
Class I (1/31/11 through 1/31/21)     112.51  

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 5.75%. Class C shares also reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

*

Inception dates for Class A, C, R and I shares are February 5, 1996, February 5, 1996, June 2, 2014 and October 2, 2007, respectively.

 

QS Asset Allocation Funds 2021 Annual Report       25  


QS Moderate Growth Fund

Historical performance

Value of $10,000 invested in

Class A and C Shares of QS Moderate Growth Fund vs. Benchmark Indices† — January 2011 - January 2021

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

Hypothetical illustration of $10,000 invested in Class A and C shares of QS Moderate Growth Fund on January 31, 2011, assuming the deduction of the maximum initial sales charge of 5.75% at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through January 31, 2021. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Barclays U.S. Aggregate Index, Russell 3000 Index, and the Moderate Growth Composite Benchmark. The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market. The Moderate Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 40% Russell 1000 Index, 15% Russell 2000 Index, 15% MSCI EAFE Index, 25% Bloomberg Barclays U.S. Aggregate Index and 5% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index. The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 90% of the U.S. market. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The MSCI EAFE Index is a free float-adjusted market capitalization index designed to measure developed market equity performance, excluding the U.S. and Canada. The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. The indices are unmanaged and are not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than the Class A and C shares’ performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

Prior to June 1, 2015, the Fund followed different investment policies and strategies under the name QS Legg Mason Lifestyle Allocation 70%.

 

26     QS Asset Allocation Funds 2021 Annual Report


Funds performance (unaudited) (cont’d)

 

QS Conservative Growth Fund

 

Average annual total returns                            
Without sales charges1    Class A      Class C      Class R      Class I  
Twelve Months Ended 1/31/21      10.05      9.21      9.66      10.35
Five Years Ended 1/31/21      8.66        7.87        8.30        8.95  
Ten Years Ended 1/31/21      6.80        6.03        N/A        N/A  
Inception* through 1/31/21                    5.46        5.96  
With sales charges2    Class A      Class C      Class R      Class I  
Twelve Months Ended 1/31/21      3.75      8.21      9.66      10.35
Five Years Ended 1/31/21      7.38        7.87        8.30        8.95  
Ten Years Ended 1/31/21      6.17        6.03        N/A        N/A  
Inception* through 1/31/21                    5.46        5.96  

 

Cumulative total returns  
Without sales charges1       
Class A (1/31/11 through 1/31/21)     93.06
Class C (1/31/11 through 1/31/21)     79.67  
Class R (Inception date of 6/2/14 through 1/31/21)     42.51  
Class I (Re-inception date of 7/25/14 through 1/31/21)     45.86  

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 5.75%. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

*

Inception dates for Class A, C, R and I shares are February 5, 1996, February 5, 1996, June 2, 2014 and July 25, 2014 (re-inception), respectively.

 

QS Asset Allocation Funds 2021 Annual Report       27  


QS Conservative Growth Fund

Historical performance

Value of $10,000 invested in

Class A and C Shares of QS Conservative Growth Fund vs. Benchmark Indices† — January 2011 - January 2021

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

Hypothetical illustration of $10,000 invested in Class A and C shares of QS Conservative Growth Fund on January 31, 2011, assuming the deduction of the maximum initial sales charge of 5.75% at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through January 31, 2021. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Barclays U.S. Aggregate Index, Russell 1000 Index, and the Conservative Growth Composite Benchmark. The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 90% of the U.S. market. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market. The Conservative Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 28% Russell 1000 Index, 12% Russell 2000 Index, 10% MSCI EAFE Index, 43% Bloomberg Barclays U.S. Aggregate Index and 7% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The MSCI EAFE Index is a free float-adjusted market capitalization index designed to measure developed market equity performance, excluding the U.S. and Canada. The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. The indices are unmanaged and are not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than the Class A and C shares’ performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

Prior to June 1, 2015, the Fund followed different investment policies and strategies under the name QS Legg Mason Lifestyle Allocation 50%.

 

28     QS Asset Allocation Funds 2021 Annual Report


Funds performance (unaudited) (cont’d)

 

QS Defensive Growth Fund

 

Average annual total returns  
Without sales  charges1
   Class A      Class C      Class C12      Class R      Class I  
Twelve Months Ended 1/31/21      8.08      7.18      7.43      7.74      8.35
Five Years Ended 1/31/21      7.16        6.39        6.62        6.88        7.48  
Ten Years Ended 1/31/21      5.62        N/A        5.07        N/A        N/A  
Inception* through 1/31/21             4.99               4.63        5.89  
With sales charges3
   Class A      Class C      Class C1      Class R      Class I  
Twelve Months Ended 1/31/21      3.46      6.18      6.43      7.74      8.35
Five Years Ended 1/31/21      6.23        6.39        6.62        6.88        7.48  
Ten Years Ended 1/31/21      5.16        N/A        5.07        N/A        N/A  
Inception* through 1/31/21             4.99               4.63        5.89  

 

Cumulative total returns  
Without sales charges1       
Class A (1/31/11 through 1/31/21)     72.78
Class C (Inception date of 8/1/12 through 1/31/21)     51.27  
Class C12 (1/31/11 through 1/31/21)     63.95  
Class R (Inception date of 6/2/14 through 1/31/21)     35.21  
Class I (Inception date of 3/15/12 through 1/31/21)     66.30  

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares and Class C1 shares.

 

2 

On August 1, 2012, Class C shares were reclassified as Class C1 shares.

 

3 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 4.25%. Class C shares and Class C1 shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

*

Inception dates for Class A, C, C1, R and I shares are February 5, 1996, August 1, 2012, February 5, 1996, June 2, 2014 and March 15, 2012, respectively.

 

QS Asset Allocation Funds 2021 Annual Report       29  


QS Defensive Growth Fund

Historical performance

Value of $10,000 invested in

Class A and C1 Shares of QS Defensive Growth Fund vs. Benchmark Indices† — January 2011 - January 2021

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

Hypothetical illustration of $10,000 invested in Class A and C1 shares of QS Defensive Growth Fund on January 31, 2011, assuming the deduction of the maximum initial sales charge of 4.25% at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through January 31, 2021. On August 1, 2012, Class C shares were reclassified as C1 shares. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Barclays U.S. Aggregate Index, Russell 1000 Index, and the Defensive Growth Composite Benchmark. The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 90% of the U.S. market. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market. The Defensive Growth Composite Benchmark is a hypothetical representation of the performance of the Fund’s major asset classes. It consists of 17% Russell 1000 Index, 7% Russell 2000 Index, 6% MSCI EAFE Index, 60% Bloomberg Barclays U.S. Aggregate Index and 10% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The MSCI EAFE Index is a free float-adjusted market capitalization index designed to measure developed market equity performance, excluding the U.S. and Canada. The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. The indices are unmanaged and are not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than the Class A and C1 shares’ performance indicated on this chart, depending on whether greater or less sales charges and fees were incurred by shareholders investing in the other classes.

Prior to June 1, 2015, the Fund followed different investment policies and strategies under the name QS Legg Mason Lifestyle Allocation 30%.

 

30     QS Asset Allocation Funds 2021 Annual Report


Schedules of investments

January 31, 2021

 

QS Growth Fund

 

Description          Shares     Value  
Investments in Underlying Funds(a)  — 99.7%                        

Legg Mason Global Asset Management Trust:

                       

BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

            1,811,130     $ 18,582,195  

BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

            5,072,403       94,042,351  

BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

            2,496,240       32,076,690  

BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

            823,605       10,303,299  

BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares

            542,701       6,756,621  

ClearBridge Global Infrastructure Income Fund, Class IS Shares

            580,228       7,571,973  

ClearBridge Small Cap Fund, Class IS Shares

            655,696       45,092,220  

Martin Currie Emerging Markets Fund, Class IS Shares

            3,749,231       65,986,463  

QS Global Market Neutral Fund, Class IS Shares

            2,580,485       22,966,318  

QS International Equity Fund, Class IS Shares

            4,545,355       74,907,447  

QS Strategic Real Return Fund, Class IS Shares

            3,963,571       46,017,063  

QS U.S. Small Capitalization Equity Fund, Class IS Shares

            1,791,885       24,925,115  

Legg Mason Partners Equity Trust:

                       

ClearBridge Aggressive Growth Fund, Class IS Shares

            99,179       20,766,127  

ClearBridge Appreciation Fund, Class IS Shares

            1,465,617       41,301,079  

ClearBridge International Value Fund, Class IS Shares

            3,587,481       34,942,066  

ClearBridge Large Cap Growth Fund, Class IS Shares

            660,728       43,832,701  

ClearBridge Mid Cap Fund, Class IS Shares

            779,473       33,299,105  

ClearBridge Small Cap Growth Fund, Class IS Shares

            109,552       5,922,386  

QS Global Dividend Fund, Class IS Shares

            5,216,191       68,227,779  

QS U.S. Large Cap Equity Fund, Class IS Shares

            1,400,712       28,210,347  

Western Asset Funds, Inc.:

                       

Western Asset Core Plus Bond Fund, Class IS Shares

            1,321,900       16,365,118  

Western Asset High Yield Fund, Class IS Shares

            2,370,657       19,415,681  

Western Asset Macro Opportunities Fund, Class IS Shares

            920,747       10,671,457  

Total Investments in Underlying Funds before Short-Term Investments (Cost — $600,227,145)

                    772,181,601  
     Rate                
Short-Term Investments — 0.1%                        

Invesco Government & Agency Portfolio, Institutional Class (Cost — $690,842)

    0.030     690,842       690,842  

Total Investments — 99.8% (Cost — $600,917,987)

                    772,872,443  

Other Assets in Excess of Liabilities — 0.2%

                    1,734,424  

Total Net Assets — 100.0%

                  $ 774,606,867  

 

(a)  

Underlying Funds are affiliated with Legg Mason, Inc. and more information about the Underlying Funds is available at www.leggmason.com/mutualfunds.

 

See Notes to Financial Statements.

 

QS Asset Allocation Funds 2021 Annual Report       31  


Schedules of investments (cont’d)

January 31, 2021

 

QS Moderate Growth Fund

 

Description          Shares     Value  
Investments in Underlying Funds(a)  — 99.7%                        

Legg Mason Global Asset Management Trust:

                       

BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

            1,203,964     $ 12,352,671  

BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

            2,910,511       53,960,873  

BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

            1,159,449       14,898,919  

BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

            555,174       6,945,226  

BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares

            788,656       9,818,761  

ClearBridge Global Infrastructure Income Fund, Class IS Shares

            364,776       4,760,333  

ClearBridge Small Cap Fund, Class IS Shares

            255,627       17,579,437  

Martin Currie Emerging Markets Fund, Class IS Shares

            1,794,386       31,581,184  

QS Global Market Neutral Fund, Class IS Shares

            1,970,401       17,536,568  

QS International Equity Fund, Class IS Shares

            1,563,654       25,769,021  

QS Strategic Real Return Fund, Class IS Shares

            2,527,611       29,345,566  

QS U.S. Small Capitalization Equity Fund, Class IS Shares

            928,215       12,911,464  

Legg Mason Partners Equity Trust:

                       

ClearBridge Aggressive Growth Fund, Class IS Shares

            53,016       11,100,522  

ClearBridge Appreciation Fund, Class IS Shares

            786,045       22,150,746  

ClearBridge International Value Fund, Class IS Shares

            1,254,019       12,214,149  

ClearBridge Large Cap Growth Fund, Class IS Shares

            393,205       26,085,227  

ClearBridge Mid Cap Fund, Class IS Shares

            223,526       9,549,037  

ClearBridge Small Cap Growth Fund, Class IS Shares

            137,522       7,434,450  

QS Global Dividend Fund, Class IS Shares

            3,327,802       43,527,656  

QS U.S. Large Cap Equity Fund, Class IS Shares

            761,661       15,339,851  

Western Asset Funds, Inc.:

                       

Western Asset Core Bond Fund, Class IS Shares

            1,552,610       20,991,292  

Western Asset Core Plus Bond Fund, Class IS Shares

            4,083,997       50,559,884  

Western Asset High Yield Fund, Class IS Shares

            2,505,913       20,523,429  

Western Asset Macro Opportunities Fund, Class IS Shares

            591,113       6,850,994  

Total Investments in Underlying Funds before Short-Term Investments (Cost — $387,009,401)

                    483,787,260  
     Rate                
Short-Term Investments — 0.4%                        

Invesco Government & Agency Portfolio, Institutional Class (Cost — $2,010,141)

    0.030     2,010,141       2,010,141  

Total Investments — 100.1% (Cost — $389,019,542)

                    485,797,401  

Liabilities in Excess of Other Assets — (0.1)%

                    (274,145

Total Net Assets — 100.0%

                  $ 485,523,256  

 

(a)  

Underlying Funds are affiliated with Legg Mason, Inc. and more information about the Underlying Funds is available at www.leggmason.com/mutualfunds.

 

See Notes to Financial Statements.

 

32     QS Asset Allocation Funds 2021 Annual Report


QS Conservative Growth Fund

 

Description          Shares     Value  
Investments in Underlying Funds(a)  — 99.8%                        

Legg Mason Global Asset Management Trust:

                       

BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

            753,872     $ 7,734,729  

BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

            942,627       17,476,307  

BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

            533,998       6,861,867  

BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged), Class IS Shares

            808,467       8,585,920  

BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

            363,090       4,542,257  

BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares

            550,986       6,859,770  

ClearBridge Global Infrastructure Income Fund, Class IS Shares

            244,415       3,189,615  

ClearBridge Small Cap Fund, Class IS Shares

            99,325       6,830,552  

Martin Currie Emerging Markets Fund, Class IS Shares

            692,608       12,189,905  

QS Global Market Neutral Fund, Class IS Shares

            1,145,862       10,198,171  

QS International Equity Fund, Class IS Shares

            11,555       190,426  

QS Strategic Real Return Fund, Class IS Shares

            1,656,665       19,233,875  

QS U.S. Small Capitalization Equity Fund, Class IS Shares

            573,100       7,971,813  

Legg Mason Partners Equity Trust:

                       

ClearBridge Aggressive Growth Fund, Class IS Shares

            21,779       4,560,162  

ClearBridge Appreciation Fund, Class IS Shares

            561,583       15,825,412  

ClearBridge International Value Fund, Class IS Shares

            20,894       203,505  

ClearBridge Large Cap Growth Fund, Class IS Shares

            219,520       14,562,973  

ClearBridge Mid Cap Fund, Class IS Shares

            110,530       4,721,851  

ClearBridge Small Cap Growth Fund, Class IS Shares

            92,878       5,020,978  

QS Global Dividend Fund, Class IS Shares

            2,169,847       28,381,603  

QS U.S. Large Cap Equity Fund, Class IS Shares

            547,260       11,021,814  

Western Asset Funds, Inc.:

                       

Western Asset Core Bond Fund, Class IS Shares

            2,805,887       37,935,596  

Western Asset Core Plus Bond Fund, Class IS Shares

            4,332,702       53,638,853  

Western Asset High Yield Fund, Class IS Shares

            2,053,684       16,819,673  

Western Asset Macro Opportunities Fund, Class IS Shares

            392,530       4,549,427  

Total Investments in Underlying Funds before Short-Term Investments (Cost — $250,591,926)

                    309,107,054  
     Rate                
Short-Term Investments — 0.2%                        

Invesco Government & Agency Portfolio, Institutional Class (Cost — $742,155)

    0.030     742,155       742,155  

Total Investments — 100.0% (Cost — $251,334,081)

                    309,849,209  

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

                    (128,355

Total Net Assets — 100.0%

                  $ 309,720,854  

 

††

Represents less than 0.1%.

 

(a) 

Underlying Funds are affiliated with Legg Mason, Inc. and more information about the Underlying Funds is available at www.leggmason.com/mutualfunds.

 

See Notes to Financial Statements.

 

QS Asset Allocation Funds 2021 Annual Report       33  


Schedules of investments (cont’d)

January 31, 2021

 

QS Defensive Growth Fund

 

Description          Shares     Value  
Investments in Underlying Funds(a)  — 99.8%                        

Legg Mason Global Asset Management Trust:

                       

BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

            328,651     $ 3,371,955  

BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

            72,295       1,340,348  

BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

            105,716       1,358,445  

BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged), Class IS Shares

            991,196       10,526,497  

BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

            158,531       1,983,222  

ClearBridge Global Infrastructure Income Fund, Class IS Shares

            100,079       1,306,030  

Martin Currie Emerging Markets Fund, Class IS Shares

            94,111       1,656,350  

QS Global Market Neutral Fund, Class IS Shares

            539,996       4,805,965  

QS International Equity Fund, Class IS Shares

            4,663       76,839  

QS Strategic Real Return Fund, Class IS Shares

            710,611       8,250,198  

QS U.S. Small Capitalization Equity Fund, Class IS Shares

            123,695       1,720,592  

Legg Mason Partners Equity Trust:

                       

ClearBridge Appreciation Fund, Class IS Shares

            227,796       6,419,305  

ClearBridge International Value Fund, Class IS Shares

            8,242       80,281  

ClearBridge Large Cap Growth Fund, Class IS Shares

            57,018       3,782,590  

ClearBridge Small Cap Growth Fund, Class IS Shares

            25,980       1,404,481  

QS Global Dividend Fund, Class IS Shares

            737,941       9,652,275  

QS U.S. Large Cap Equity Fund, Class IS Shares

            225,577       4,543,128  

Western Asset Funds, Inc.:

                       

Western Asset Core Bond Fund, Class IS Shares

            2,101,227       28,408,590  

Western Asset Core Plus Bond Fund, Class IS Shares

            2,493,901       30,874,493  

Western Asset High Yield Fund, Class IS Shares

            1,100,064       9,009,525  

Western Asset Macro Opportunities Fund, Class IS Shares

            170,146       1,971,989  

Total Investments in Underlying Funds before Short-Term Investments (Cost — $111,158,131)

                    132,543,098  
     Rate                
Short-Term Investments — 0.2%                        

Invesco Government & Agency Portfolio, Institutional Class (Cost — $292,838)

    0.030     292,838       292,838  

Total Investments — 100.0% (Cost — $111,450,969)

                    132,835,936  

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

                    (58,776

Total Net Assets — 100.0%

                  $ 132,777,160  

 

††

Represents less than 0.1%.

 

(a) 

Underlying Funds are affiliated with Legg Mason, Inc. and more information about the Underlying Funds is available at www.leggmason.com/mutualfunds.

 

See Notes to Financial Statements.

 

34     QS Asset Allocation Funds 2021 Annual Report


Statements of assets and liabilities

January 31, 2021

 

    

QS Growth

Fund

    QS Moderate
Growth Fund
 
Assets:                

Investments in affiliated Underlying Funds, at cost

  $ 600,227,145     $ 387,009,401  

Short-term investments, at cost

    690,842       2,010,141  

Investments in affiliated Underlying Funds, at value

  $ 772,181,601     $ 483,787,260  

Short-term investments, at value

    690,842       2,010,141  

Receivable for investments in affiliated Underlying Funds

    2,385,000        

Receivable for Fund shares sold

    169,875       149,199  

Distributions receivable from affiliated Underlying Funds

    102,365       194,410  

Interest receivable

    44       46  

Receivable from investment manager

    23       18  

Prepaid expenses

    29,219       25,188  

Total Assets

    775,558,969       486,166,262  
Liabilities:                

Payable for Fund shares repurchased

    497,385       222,428  

Service and/or distribution fees payable

    171,203       107,066  

Transfer agent fees payable

    118,492       70,737  

Payable for investments in affiliated Underlying Funds

    102,365       194,410  

Trustees’ fees payable

    4,716       3,042  

Accrued expenses

    57,941       45,323  

Total Liabilities

    952,102       643,006  
Total Net Assets   $ 774,606,867     $ 485,523,256  
Net Assets:                

Par value (Note 7)

  $ 462     $ 294  

Paid-in capital in excess of par value

    612,197,149       392,639,202  

Total distributable earnings (loss)

    162,409,256       92,883,760  
Total Net Assets   $ 774,606,867     $ 485,523,256  
Net Assets:                

Class A

  $ 766,938,687     $ 477,278,666  

Class C

  $ 5,241,951     $ 4,393,944  

Class R

  $ 110,920     $ 138,159  

Class I

  $ 2,315,309     $ 3,712,487  
Shares Outstanding:                

Class A

    45,688,765       28,900,025  

Class C

    337,550       258,683  

Class R

    6,667       8,488  

Class I

    138,567       227,049  
Net Asset Value:                

Class A (and redemption price)

    $16.79       $16.51  

Class C*

    $15.53       $16.99  

Class R (and redemption price)

    $16.64       $16.28  

Class I (and redemption price)

    $16.71       $16.35  
Maximum Public Offering Price Per Share:                

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

    $17.81       $17.52  

 

*

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.

 

QS Asset Allocation Funds 2021 Annual Report       35  


Statements of assets and liabilities (cont’d)

January 31, 2021

 

      QS Conservative
Growth Fund
     QS Defensive
Growth Fund
 
Assets:                  

Investments in affiliated Underlying Funds, at cost

   $ 250,591,926      $ 111,158,131  

Short-term investments, at cost

     742,155        292,838  

Investments in affiliated Underlying Funds, at value

   $ 309,107,054      $ 132,543,098  

Short-term investments, at value

     742,155        292,838  

Distributions receivable from affiliated Underlying Funds

     210,400        127,172  

Receivable for Fund shares sold

     97,066        66,977  

Interest receivable

     20        14  

Receivable from investment manager

     16        58  

Prepaid expenses

     23,076        22,082  

Total Assets

     310,179,787        133,052,239  
Liabilities:

 

Payable for investments in affiliated Underlying Funds

     210,400        127,172  

Payable for Fund shares repurchased

     98,968        69,337  

Service and/or distribution fees payable

     69,040        28,937  

Transfer agent fees payable

     43,479        18,513  

Trustees’ fees payable

     2,030        874  

Accrued expenses

     35,016        30,246  

Total Liabilities

     458,933        275,079  
Total Net Assets    $ 309,720,854      $ 132,777,160  
Net Assets:

 

Par value (Note 7)

   $ 206      $ 95  

Paid-in capital in excess of par value

     253,013,887        114,446,540  

Total distributable earnings (loss)

     56,706,761        18,330,525  
Total Net Assets    $ 309,720,854      $ 132,777,160  
Net Assets:                  

Class A

   $ 302,407,104      $ 129,517,335  

Class C

   $ 4,780,287      $ 964,373  

Class C1

          $ 227,063  

Class R

   $ 70,279      $ 94,860  

Class I

   $ 2,463,184      $ 1,973,529  
Shares Outstanding:

 

Class A

     20,126,723        9,241,030  

Class C

     302,759        69,160  

Class C1

            15,757  

Class R

     4,667        6,776  

Class I

     164,044        141,149  
Net Asset Value:

 

Class A (and redemption price)

     $15.03        $14.02  

Class C*

     $15.79        $13.94  

Class C1*

            $14.41  

Class R (and redemption price)

     $15.06        $14.00  

Class I (and redemption price)

     $15.02        $13.98  
Maximum Public Offering Price Per Share:                  

Class A (based on maximum initial sales charge of 5.75% and 4.25%, respectively)

     $15.95        $14.64  

 

*

Redemption price per share is NAV of Class C and Class C1 shares reduced by a 1.00% CDSC if shares are redeemed within one year from purchase payment (Note 2).

 

See Notes to Financial Statements.

 

36     QS Asset Allocation Funds 2021 Annual Report


Statements of operations

For the Year Ended January 31, 2021

 

      QS Growth
Fund
     QS Moderate
Growth Fund
 
Investment Income:                  

Income distributions from affiliated Underlying Funds

   $ 10,111,058        $7,422,442  

Interest

     5,079        3,788  

Other affiliated income

     240        286  

Total Investment Income

     10,116,377        7,426,516  
Expenses:                  

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

     1,770,458        1,134,963  

Transfer agent fees (Note 5)

     1,218,376        679,731  

Registration fees

     84,895        81,342  

Legal fees

     70,871        49,793  

Shareholder reports

     54,588        34,551  

Trustees’ fees

     50,940        32,780  

Fund accounting fees

     38,828        36,363  

Audit and tax fees

     33,205        32,286  

Insurance

     8,943        6,107  

Custody fees

     1,585        1,522  

Miscellaneous expenses

     4,394        3,761  

Total Expenses

     3,337,083        2,093,199  

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

     (4,774)        (3,315)  

Net Expenses

     3,332,309        2,089,884  
Net Investment Income      6,784,068        5,336,632  
Realized and Unrealized Gain on Affiliated Underlying Funds and Capital Gain Distributions From Affiliated Underlying Funds (Notes 1 and 3):                  

Net Realized Gain From:

                 

Sale of affiliated Underlying Funds

     9,327,970        6,516,409  

Capital gain distributions from affiliated Underlying Funds

     13,406,166        8,115,455  

Net Realized Gain

     22,734,136        14,631,864  

Change in Net Unrealized Appreciation (Depreciation) on Affiliated Underlying Funds

     51,278,969        27,390,239  
Net Gain on Affiliated Underlying Funds and Capital Gain Distributions From Affiliated Underlying Funds      74,013,105        42,022,103  
Increase in Net Assets From Operations    $ 80,797,173      $ 47,358,735  

 

See Notes to Financial Statements.

 

QS Asset Allocation Funds 2021 Annual Report       37  


Statements of operations (cont’d)

For the Year Ended January 31, 2021

 

      QS Conservative
Growth Fund
     QS Defensive
Growth Fund
 
Investment Income:                  

Income distributions from affiliated Underlying Funds

   $ 5,847,229      $ 3,233,246  

Interest

     2,738        1,446  

Other affiliated income

     111        122  

Total Investment Income

     5,850,078        3,234,814  
Expenses:                  

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

     768,704        321,843  

Transfer agent fees (Note 5)

     389,030        157,624  

Registration fees

     81,197        87,781  

Fund accounting fees

     34,869        33,240  

Legal fees

     33,027        30,162  

Audit and tax fees

     31,676        31,024  

Shareholder reports

     24,826        10,410  

Trustees’ fees

     21,619        9,642  

Insurance

     4,431        2,378  

Custody fees

     1,600        1,496  

Interest expense

     161        11  

Miscellaneous expenses

     3,707        4,399  

Total Expenses

     1,394,847        690,010  

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

     (2,165)        (1,524)  

Net Expenses

     1,392,682        688,486  
Net Investment Income      4,457,396        2,546,328  
Realized and Unrealized Gain on Affiliated Underlying Funds and Capital Gain Distributions From Affiliated Underlying Funds (Notes 1 and 3):                  

Net Realized Gain From:

                 

Sale of affiliated Underlying Funds

     2,653,635        602,008  

Capital gain distributions from affiliated Underlying Funds

     5,231,142        1,759,305  

Net Realized Gain

     7,884,777        2,361,313  

Change in Net Unrealized Appreciation (Depreciation) on Affiliated Underlying Funds

     15,242,657        4,845,687  
Net Gain on Affiliated Underlying Funds and Capital Gain Distributions From Affiliated Underlying Funds      23,127,434        7,207,000  
Increase in Net Assets From Operations    $ 27,584,830      $ 9,753,328  

 

See Notes to Financial Statements.

 

38     QS Asset Allocation Funds 2021 Annual Report


Statements of changes in net assets

QS Growth Fund

 

For the Years Ended January 31,    2021      2020  
Operations:                  

Net investment income

   $ 6,784,068        $ 10,551,123  

Net realized gain

     22,734,136        30,952,759  

Change in net unrealized appreciation (depreciation)

     51,278,969        28,391,479  

Increase in Net Assets From Operations

     80,797,173        69,895,361  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (37,756,817)        (43,184,837)  

Decrease in Net Assets From Distributions to Shareholders

     (37,756,817)        (43,184,837)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     32,879,705        41,143,311  

Reinvestment of distributions

     37,674,149        43,093,296  

Cost of shares repurchased

     (76,719,038)        (89,408,081)  

Decrease in Net Assets From Fund Share Transactions

     (6,165,184)        (5,171,474)  

Increase in Net Assets

     36,875,172        21,539,050  
Net Assets:                  

Beginning of year

     737,731,695        716,192,645  

End of year

   $ 774,606,867      $ 737,731,695  

 

See Notes to Financial Statements.

 

QS Asset Allocation Funds 2021 Annual Report       39  


Statements of changes in net assets (cont’d)

QS Moderate Growth Fund

 

For the Years Ended January 31,    2021      2020  
Operations:                  

Net investment income

   $ 5,336,632        $ 7,741,787  

Net realized gain

     14,631,864        18,482,941  

Change in net unrealized appreciation (depreciation)

     27,390,239        18,274,317  

Increase in Net Assets From Operations

     47,358,735        44,499,045  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (25,302,067)        (27,130,100)  

Decrease in Net Assets From Distributions to Shareholders

     (25,302,067)        (27,130,100)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     28,130,674        37,408,009  

Reinvestment of distributions

     25,194,862        27,033,283  

Cost of shares repurchased

     (56,108,085)        (72,218,966)  

Decrease in Net Assets From Fund Share Transactions

     (2,782,549)        (7,777,674)  

Increase in Net Assets

     19,274,119        9,591,271  
Net Assets:                  

Beginning of year

     466,249,137        456,657,866  

End of year

   $  485,523,256      $  466,249,137  

 

See Notes to Financial Statements.

 

40     QS Asset Allocation Funds 2021 Annual Report


    

QS Conservative Growth Fund

 

For the Years Ended January 31,    2021      2020  
Operations:                  

Net investment income

   $ 4,457,396        $ 5,421,362  

Net realized gain

     7,884,777        8,037,903  

Change in net unrealized appreciation (depreciation)

     15,242,657        14,670,869  

Increase in Net Assets From Operations

     27,584,830        28,130,134  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (13,810,761)        (15,661,350)  

Decrease in Net Assets From Distributions to Shareholders

     (13,810,761)        (15,661,350)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     35,448,248        34,918,788  

Reinvestment of distributions

     13,729,738        15,574,093  

Cost of shares repurchased

     (53,541,250)        (47,340,991)  

Increase (Decrease) in Net Assets From Fund Share Transactions

     (4,363,264)        3,151,890  

Increase in Net Assets

     9,410,805        15,620,674  
Net Assets:                  

Beginning of year

     300,310,049        284,689,375  

End of year

   $  309,720,854      $  300,310,049  

 

See Notes to Financial Statements.

 

QS Asset Allocation Funds 2021 Annual Report       41  


Statements of changes in net assets (cont’d)

QS Defensive Growth Fund

 

For the Years Ended January 31,    2021      2020  
Operations:                  

Net investment income

   $ 2,546,328      $ 2,721,438  

Net realized gain

     2,361,313        1,486,316  

Change in net unrealized appreciation (depreciation)

     4,845,687        7,142,694  

Increase in Net Assets From Operations

     9,753,328        11,350,448  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (4,270,166)        (5,107,705)  

Decrease in Net Assets From Distributions to Shareholders

     (4,270,166)        (5,107,705)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     16,934,804        13,564,464  

Reinvestment of distributions

     4,243,585        5,082,069  

Cost of shares repurchased

     (21,386,507)        (18,722,116)  

Decrease in Net Assets From Fund Share Transactions

     (208,118)        (75,583)  

Increase in Net Assets

     5,275,044        6,167,160  
Net Assets:                  

Beginning of year

     127,502,116        121,334,956  

End of year

   $ 132,777,160      $ 127,502,116  

 

See Notes to Financial Statements.

 

42     QS Asset Allocation Funds 2021 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

QS Growth Fund (“Growth Fund”), QS Moderate Growth Fund (“Moderate Growth Fund”), QS Conservative Growth Fund (“Conservative Growth Fund”) and QS Defensive Growth Fund (“Defensive Growth Fund”) (the “Funds”) are separate non-diversified investment series of Legg Mason Partners Equity 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 Funds invest in Legg Mason and Franklin Templeton affiliated mutual funds and exchange-traded funds (“ETFs”) and ETFs managed by unaffiliated investment advisers (“Underlying Funds”). The financial statements and financial highlights for the Underlying Funds are presented in a separate shareholder report for each respective Underlying Fund.

The following are significant accounting policies consistently followed by the Funds 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. Investments in the Underlying Funds are valued at the closing net asset value per share of each Underlying Fund on the day of 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 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 Funds hold securities or other assets that are denominated in a foreign currency, the Funds 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 each Fund calculates its net asset value, the Funds value these securities as determined in accordance with procedures approved by the Funds’ 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 Legg Mason North Atlantic 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 Funds’ pricing policies, and reporting to the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Funds, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities. Additionally, if the closing net asset value per share for an Underlying Fund is not available on the day of valuation, the Valuation Committee may adjust the Underlying Fund’s last available net asset value per share to account for significant events that have occurred subsequent to the Underlying Fund’s last net asset value per share calculation but prior to the day of valuation.

 

  60       QS Asset Allocation Funds 2021 Annual Report


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 Funds use 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 Funds’ 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.

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

Growth Fund

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Investments in Underlying Funds†   $ 772,181,601                 $ 772,181,601  
Short-Term Investments†     690,842                   690,842  
Total Investments   $ 772,872,443                 $ 772,872,443  

 

See Schedule of Investments for additional detailed categorizations.

Moderate Growth Fund

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Investments in Underlying Funds†   $ 483,787,260                 $ 483,787,260  
Short-Term Investments†     2,010,141                   2,010,141  
Total Investments   $ 485,797,401                 $ 485,797,401  

† See Schedule of Investments for additional detailed categorizations.

Conservative Growth Fund

 

     ASSETS                       
Description  

Quoted Prices

(Level 1)

    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Investments in Underlying Funds†   $ 309,107,054                 $ 309,107,054  
Short-Term Investments†     742,155                   742,155  
Total Investments   $ 309,849,209                 $ 309,849,209  

† See Schedule of Investments for additional detailed categorizations.

 

QS Asset Allocation Funds 2021 Annual Report     61


Notes to financial statements (cont’d)

 

Defensive Growth Fund

 

     ASSETS                       
Description  

Quoted
Prices

(Level 1)

    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Investments in Underlying Funds†   $ 132,543,098                 $ 132,543,098  
Short-Term Investments†     292,838                   292,838  
Total Investments   $ 132,835,936                 $ 132,835,936  

 

See Schedule of Investments for additional detailed categorizations.

(b) Fund of funds risk. The cost of investing in the Funds, as funds of funds, may be higher than the cost of investing in a mutual fund that only invests directly in individual securities. An Underlying Fund may change its investment objective or policies without the Funds’ approval, which could force the Funds to withdraw their investments from such Underlying Fund at a time that is unfavorable to the Funds. In addition, one Underlying Fund may buy the same securities that another Underlying Fund sells. Therefore, the Funds would indirectly bear the costs of these trades without accomplishing any investment purpose.

(c) Foreign investment risks. The Underlying Funds’ 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 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 Underlying Funds. Foreign investments may also subject the Underlying Funds 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. Net investment income distributions, if any, from the Underlying Funds are recorded on the ex-dividend date as investment income. Interest income is recorded on an accrual basis. Short-term and long-term capital gain distributions, if any, from the Underlying Funds are recorded on the ex-dividend date as realized gains. The character of certain distributions received from the Underlying Funds may represent a return of capital. The Funds determine the components of these distributions subsequent to the ex-dividend date, based on the actual tax character reported by the Underlying Funds. These distributions are recorded by adjusting the cost basis of the related Underlying Fund. The cost of investments sold is determined by use of the specific identification method.

(e) Distributions to shareholders. The Growth and Moderate Growth Funds distribute net investment income and capital gains, if any, at least annually. The Conservative Growth and Defensive Growth Funds distribute net investment income quarterly and capital gains, if any, at least annually. Distributions to shareholders of the Funds 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 each 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 Funds have an arrangement with their custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Funds’ cash on deposit with the bank.

(h) Federal and other taxes. It is the Funds’ 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 Funds intend to distribute their 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 Funds’ financial statements.

Management has analyzed the Funds’ tax positions taken on income tax returns for all open tax years and has concluded that as of January 31, 2021, no provision for income tax is required in the Funds’ financial statements. The Funds’ federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

62     QS Asset Allocation Funds 2021 Annual Report


(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. During the current year, the Funds had no reclassifications.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is each Fund’s investment manager and QS Investors, LLC (“QS Investors”) is each Fund’s subadviser. Western Asset Management Company, LLC (“Western Asset”) manages the portion of each Fund’s cash and short-term instruments allocated to it. As of July 31, 2020, LMPFA, QS Investors and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Prior to July 31, 2020, LMPFA, QS Investors and Western Asset were wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). As of July 31, 2020, Legg Mason is a subsidiary of Franklin Resources. Under the investment management agreements, the Funds do not pay a management fee.

LMPFA provides administrative and certain oversight services to the Funds. LMPFA delegates to the subadviser the day-to-day portfolio management of the Funds, except for the management of the portion of each Fund’s cash and short-term instruments allocated to Western Asset.

As a result of expense limitation arrangements between the Funds and LMPFA, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A, Class C, Class R and Class I shares of Growth Fund, Moderate Growth Fund and Conservative Growth Fund did not exceed 0.80%, 1.55%, 0.80% and 0.25%, respectively. Additionally, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A, Class C, Class C1, Class R and Class I shares of Defensive Growth Fund did not exceed 0.80%, 1.55%, 1.25%, 0.80% and 0.25%, respectively. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

During the year ended January 31, 2021, fees waived and/or reimbursed were as follows:

 

Growth Fund      $ 4,774  
Moderate Growth Fund        3,315  
Conservative Growth Fund        2,165  
Defensive Growth Fund        1,524  

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 Funds, in the class’ total annual fund operating expenses exceeding the expense cap or any other lower limit then in effect.

In addition, the Funds indirectly pay management and/or administration fees to LMPFA and certain LMPFA affiliates as shareholders in the Underlying Funds. These management and/or administration fees ranged from 0.40% to 1.15% of the average daily net assets of the Underlying Funds.

Legg Mason Investor Services, LLC (“LMIS”) serves as the Funds’ sole and exclusive distributor. As of July 31, 2020, LMIS is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources. Prior to July 31, 2020, LMIS was a wholly-owned broker-dealer subsidiary of Legg Mason.

For Growth Fund, Moderate Growth Fund and Conservative Growth Fund, there is a maximum initial sales charge of 5.75% for Class A shares. For Defensive Growth Fund, there is a maximum initial sales charge of 4.25% for Class A shares. Class C and Class C1 shares of the Funds have a 1.00% contingent deferred sales charge (“CDSC”), which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares of the Funds 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 the funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

 

QS Asset Allocation Funds 2021 Annual Report     63


Notes to financial statements (cont’d)

 

For the year ended January 31, 2021, sales charges retained by and CDSCs paid to LMIS and its affiliates, if any, were as follows:

 

     Sales Charges      CDSCs  
     Class A      Class A      Class C  
Growth Fund    $ 176,443      $ 516      $ 702  
Moderate Growth Fund      135,221        653        124  
Conservative Growth Fund      104,546        1,233        327  
Defensive Growth Fund      25,686        467        28  

As of July 31, 2020, all officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust. Prior to July 31, 2020, all officers and one Trustee of the Trust were employees of Legg Mason and did not receive compensation from the Trust.

3. Investments

During the year ended January 31, 2021, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

      Purchases      Sales  
Growth Fund    $ 67,257,876      $ 92,669,994  
Moderate Growth Fund      69,548,438        84,475,000  
Conservative Growth Fund      45,868,271        54,139,996  
Defensive Growth Fund      12,879,965        12,564,996  

At January 31, 2021, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

              Growth Fund          
      Cost     

Gross

Unrealized

Appreciation

    

Gross

Unrealized

Depreciation

    

Net

Unrealized

Appreciation

 
Securities    $ 625,318,284      $ 153,041,504      $ (5,487,345)      $ 147,554,159  
              Moderate Growth Fund          
      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 402,622,289      $ 86,664,975      $ (3,489,863)      $ 83,175,112  
              Conservative Growth Fund          
      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 258,700,310      $ 53,244,993      $ (2,096,094)      $ 51,148,899  
              Defensive Growth Fund          
      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 116,338,728      $ 17,392,203      $ (894,995)      $ 16,497,208  

4. Derivative instruments and hedging activities

During the year ended January 31, 2021, the Funds did not invest in derivative instruments.

5. Class specific expenses, waivers and/or expense reimbursements

The Funds have adopted a Rule 12b-1 shareholder services and distribution plan and under that plan Growth Fund, Moderate Growth Fund and Conservative Growth Fund pay service and/or distribution fees with respect to their Class A, Class C and Class R shares calculated at the annual rate of 0.25%, 1.00% and 0.50% of the average daily net assets of each class, respectively. Defensive Growth Fund pays service and/or distribution fees with respect to its Class A, Class C, Class C1 and Class R shares calculated at the annual rate of 0.25%, 1.00%, 0.70% and 0.50% of the average daily net assets of each class, respectively. Service and/or distribution fees are accrued daily and paid monthly.

 

  64       QS Asset Allocation Funds 2021 Annual Report


    

 

For the year ended January 31, 2021, class specific expenses were as follows:

 

     

Service and/or

Distribution Fees

    

Transfer Agent

Fees

 
Growth Fund                  
Class A    $ 1,713,981      $ 1,208,738  
Class C      56,015        6,374  
Class R      462        640  
Class I             2,624  
Total    $ 1,770,458      $ 1,218,376  
     

Service and/or

Distribution Fees

    

Transfer Agent

Fees

 
Moderate Growth Fund                  
Class A    $ 1,085,028      $ 670,973  
Class C       49,279        5,706  
Class R      656        715  
Class I             2,337  
Total    $ 1,134,963      $ 679,731  

 

Amount shown is exclusive of expense reimbursements. For the year ended January 31, 2021, the service and/or distribution fees reimbursed amounted to $75 for Class C shares.

 

     

Service and/or

Distribution Fees

    

Transfer Agent

Fees

 
Conservative Growth Fund                  
Class A    $ 699,134      $ 378,411  
Class C      69,259        8,735  
Class R      311        418  
Class I             1,466  
Total    $ 768,704      $ 389,030  
     

Service and/or

Distribution Fees

    

Transfer Agent

Fees

 
Defensive Growth Fund                  
Class A    $ 305,340      $ 152,884  
Class C      13,042        1,392  
Class C1      3,034        1,098  
Class R      427        513  
Class I             1,737  
Total    $ 321,843      $ 157,624  

For the year ended January 31, 2021, waivers and/or expense reimbursements by class were as follows:

 

     

Waivers/Expense

Reimbursements

 
Growth Fund         
Class A    $ 4,318  
Class C      37  
Class R      408  
Class I      11  
Total    $ 4,774  

 

QS Asset Allocation Funds 2021 Annual Report     65


Notes to financial statements (cont’d)

 

      Waivers/Expense
Reimbursements
 
Moderate Growth Fund         
Class A    $ 2,778  
Class C      112  
Class R      404  
Class I      21  
Total    $ 3,315  
      Waivers/Expense
Reimbursements
 
Conservative Growth Fund         
Class A    $ 1,833  
Class C      37  
Class R      282  
Class I      13  
Total    $ 2,165  
      Waivers/Expense
Reimbursements
 
Defensive Growth Fund         
Class A    $ 811  
Class C      9  
Class C1      3  
Class R      399  
Class I      302  
Total    $ 1,524  

6. Distributions to shareholders by class

 

        Year Ended
January 31, 2021
       Year Ended
January 31, 2020
 
Growth Fund                      
Net Investment Income:                      
Class A      $ 7,710,131        $ 10,579,191  
Class C        30,504          36,846  
Class R        853          1,215  
Class I        28,560          32,808  
Total      $ 7,770,048        $ 10,650,060  
Net Realized Gains:                      
Class A      $ 29,637,831        $ 32,046,101  
Class C        264,055          417,894  
Class R        4,024          3,272  
Class I        80,859          67,510  
Total      $ 29,986,769        $ 32,534,777  

 

  66       QS Asset Allocation Funds 2021 Annual Report


 

        Year Ended
January 31, 2021
       Year Ended
January 31, 2020
 
Moderate Growth Fund                      
Net Investment Income:                      
Class A      $ 5,807,123        $ 8,478,306  
Class C        24,126          46,200  
Class R        1,425          2,105  
Class I        57,364          73,452  
Total      $ 5,890,038        $ 8,600,063  
Net Realized Gains:                      
Class A      $ 19,058,250        $ 18,064,795  
Class C        199,987          313,427  
Class R        5,948          4,809  
Class I        147,844          147,006  
Total      $ 19,412,029        $ 18,530,037  
        Year Ended
January 31, 2021
       Year Ended
January 31, 2020
 
Conservative Growth Fund                      
Net Investment Income:                      
Class A      $ 5,098,692        $ 5,864,185  
Class C        56,753          128,861  
Class R        942          990  
Class I        46,602          45,250  
Total      $ 5,202,989        $ 6,039,286  
Net Realized Gains:                      
Class A      $ 8,313,081        $ 9,290,211  
Class C        231,317          258,399  
Class R        1,827          1,745  
Class I        61,547          71,709  
Total      $ 8,607,772        $ 9,622,064  
        Year Ended
January 31, 2021
       Year Ended
January 31, 2020
 
Defensive Growth Fund                      
Net Investment Income:                      
Class A      $ 2,944,639        $ 3,118,578  
Class C        22,319          26,828  
Class C1        6,757          16,696  
Class R        1,882          1,715  
Class I        48,118          39,200  
Total      $ 3,023,715        $ 3,203,017  

 

QS Asset Allocation Funds 2021 Annual Report     67


Notes to financial statements (cont’d)

 

       

Year Ended

January 31, 2021

      

Year Ended

January 31, 2020

 
Defensive Growth Fund (cont’d)

 

Net Realized Gains:                      
Class A      $ 1,209,708        $ 1,847,223  
Class C        13,191          22,426  
Class C1        3,961          13,195  
Class R        856          1,021  
Class I        18,735          20,823  
Total      $ 1,246,451        $ 1,904,688  

7. Shares of beneficial interest

At January 31, 2021, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Funds have the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

     Year Ended
January 31, 2021
     Year Ended
January 31, 2020
 
      Shares      Amount      Shares      Amount  
Growth Fund                                    
Class A                                    
Shares sold      2,105,234      $ 31,414,071        2,465,288      $ 38,628,410  
Shares issued on reinvestment      2,478,079        37,268,639        2,734,860        42,541,873  
Shares repurchased      (4,891,609)        (73,424,257)        (4,981,908)        (77,986,102)  
Net increase (decrease)      (308,296)      $ (4,741,547)        218,240      $ 3,184,181  
Class C                                    
Shares sold      35,480      $ 500,667        50,050      $ 725,690  
Shares issued on reinvestment      21,326        292,421        31,431        448,214  
Shares repurchased      (163,358)        (2,360,317)        (668,168)        (9,816,796)  
Net decrease      (106,552)      $ (1,567,229)        (586,687)      $ (8,642,892)  
Class R                                    
Shares sold      2,084      $ 29,635        2,154      $ 33,311  
Shares issued on reinvestment      328        4,877        290        4,487  
Shares repurchased      (1,404)        (19,382)        (1,486)        (23,583)  
Net increase      1,008      $ 15,130        958      $ 14,215  
Class I                                    
Shares sold      63,223      $ 935,332        112,510      $ 1,755,900  
Shares issued on reinvestment      7,155        108,212        6,343        98,722  
Shares repurchased      (62,553)        (915,082)        (102,013)        (1,581,600)  
Net increase      7,825      $ 128,462        16,840      $ 273,022  
     Year Ended
January 31, 2021
     Year Ended
January 31, 2020
 
      Shares      Amount      Shares      Amount  
Moderate Growth Fund                                    
Class A                                    
Shares sold      1,781,338      $ 26,868,266        2,260,470      $ 35,249,505  
Shares issued on reinvestment      1,636,208        24,768,899        1,699,203        26,458,482  
Shares repurchased      (3,495,201)        (52,673,298)        (3,856,303)        (60,010,985)  
Net increase (decrease)      (77,655)      $ (1,036,133)        103,370      $ 1,697,002  

 

  68       QS Asset Allocation Funds 2021 Annual Report


    

 

     Year Ended
January 31, 2021
     Year Ended
January 31, 2020
 
      Shares      Amount      Shares      Amount  
Moderate Growth Fund (cont’d)

 

Class C                                    
Shares sold      21,209      $ 320,374        36,861      $ 586,058  
Shares issued on reinvestment      14,570        223,211        22,727        357,855  
Shares repurchased      (163,563)        (2,471,532)        (676,787)        (10,842,328)  
Net decrease      (127,784)      $ (1,927,947)        (617,199)      $ (9,898,415)  
Class R                                    
Shares sold      903      $ 13,191        1,164      $ 17,875  
Shares issued on reinvestment      496        7,373        450        6,914  
Shares repurchased      (1,427)        (22,341)        (235)        (3,645)  
Net increase (decrease)      (28)      $ (1,777)        1,379      $ 21,144  
Class I                                    
Shares sold      59,960      $ 928,843        101,723      $ 1,554,571  
Shares issued on reinvestment      12,954        195,379        13,614        210,032  
Shares repurchased      (62,049)        (940,914)        (89,526)        (1,362,008)  
Net increase      10,865      $ 183,308        25,811      $ 402,595  
     Year Ended
January 31, 2021
     Year Ended
January 31, 2020
 
      Shares      Amount      Shares      Amount  
Conservative Growth Fund                                    
Class A                                    
Shares sold      2,147,657      $ 30,194,690        2,103,712      $ 29,616,116  
Shares issued on reinvestment      956,549        13,337,357        1,077,800        15,078,871  
Shares repurchased      (3,028,110)        (42,161,594)        (2,833,679)        (39,901,002)  
Net increase      76,096      $ 1,370,453        347,833      $ 4,793,985  
Class C                                    
Shares sold      292,317      $ 4,323,648        296,066      $ 4,369,695  
Shares issued on reinvestment      19,439        281,648        25,569        375,572  
Shares repurchased      (733,512)        (10,708,954)        (446,571)        (6,587,607)  
Net decrease      (421,756)      $ (6,103,658)        (124,936)      $ (1,842,340)  
Class R                                    
Shares sold      469      $ 6,534        588      $ 8,322  
Shares issued on reinvestment      188        2,626        195        2,735  
Shares repurchased      (183)        (2,690)        (73)        (1,049)  
Net increase      474      $ 6,470        710      $ 10,008  
Class I                                    
Shares sold      65,979      $ 923,376        65,560      $ 924,655  
Shares issued on reinvestment      7,749        108,107        8,366        116,915  
Shares repurchased      (48,045)        (668,012)        (60,910)        (851,333)  
Net increase      25,683      $ 363,471        13,016      $ 190,237  
     Year Ended
January 31, 2021
     Year Ended
January 31, 2020
 
      Shares      Amount      Shares      Amount  
Defensive Growth Fund                                    
Class A                                    
Shares sold      1,148,919      $ 15,357,719        1,001,355      $ 13,162,864  
Shares issued on reinvestment      308,222        4,127,765        375,803        4,940,185  
Shares repurchased      (1,463,452)        (19,371,044)        (1,242,776)        (16,331,357)  
Net increase (decrease)      (6,311)      $ 114,440        134,382      $ 1,771,692  

 

QS Asset Allocation Funds 2021 Annual Report     69


Notes to financial statements (cont’d)

 

     Year Ended
January 31, 2021
     Year Ended
January 31, 2020
 
      Shares      Amount      Shares      Amount  
Defensive Growth Fund (cont’d)

 

Class C                                    
Shares sold      12,607      $ 168,928        7,108      $ 94,206  
Shares issued on reinvestment      2,651        35,510        3,763        49,247  
Shares repurchased      (47,021)        (643,002)        (43,340)        (565,119)  
Net decrease      (31,763)      $ (438,564)        (32,469)      $ (421,666)  
Class C1                                    
Shares sold      38      $ 528        1,166      $ 15,503  
Shares issued on reinvestment      781        10,718        2,224        29,883  
Shares repurchased      (28,273)        (396,835)        (113,561)        (1,521,138)  
Net decrease      (27,454)      $ (385,589)        (110,171)      $ (1,475,752)  
Class R                                    
Shares sold      651      $ 8,619        1,428      $ 18,835  
Shares issued on reinvestment      204        2,738        208        2,736  
Shares repurchased      (369)        (4,636)        (55)        (735)  
Net increase      486      $ 6,721        1,581      $ 20,836  
Class I                                    
Shares sold      110,405      $ 1,399,010        20,844      $ 273,056  
Shares issued on reinvestment      4,993        66,854        4,577        60,018  
Shares repurchased      (75,794)        (970,990)        (23,026)        (303,767)  
Net increase      39,604      $ 494,874        2,395      $ 29,307  

8. Transactions with affiliated Underlying Funds

As defined by the 1940 Act, an affiliated company is one in which the Funds own 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Funds. The following Underlying Funds were considered affiliated companies for all or some portion of the year ended January 31, 2021. The following transactions were effected in such Underlying Funds for the year ended January 31, 2021.

 

Growth
Fund
  Affiliate
Value at
January 31,
2020
    Purchased     Sold    

Realized

Gain (Loss)

from Sale

of Affiliated

Underlying

   

Income

Distributions

from
Affiliated
Underlying

   

Return of

Capital
from
Affiliated
Underlying

    Capital Gain
Distributions
from
Affiliated
Underlying
    Net Increase
(Decrease) in
Unrealized
Appreciation
    Affiliate
Value at
January 31,
 
  Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

 

           $ 18,563,892     $ 2,341,332       238,103     $ 1,820,019       171,700     $ 19,981     $ 781,332                 $ (503,010)     $ 18,582,195  
BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

 

      92,008,091       8,890,122       508,879       6,939,055       369,886       (24,055)       1,400,187           $ 1,359,934       83,193       94,042,351  
BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

 

      31,119,409       1,630,406       131,484       2,809,503       239,379       155,496       405,807             1,224,599       2,136,378       32,076,690  
BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

 

      11,076,943       115,966       9,932       1,537,848       121,090       (232,848)       115,966                   648,238       10,303,299  
BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares

 

      6,665,410                   456,457       36,900       (96,457)                         547,668       6,756,621  
ClearBridge Global Infrastructure Income Fund, Class IS Shares

 

      7,789,745       289,026       24,338       707,782       59,414       (17,782)       289,026                   200,984       7,571,973  
ClearBridge Small Cap Fund, Class IS Shares

 

      40,845,959       3,590,991       64,769       4,956,388       83,655       513,612       232,401             13,590       5,611,658       45,092,220  
Martin Currie Emerging Markets Fund, Class IS Shares

 

      60,364,101       1,161,373       80,887       12,637,698       1,000,186       1,677,302       356,373                   17,098,687       65,986,463  
QS Global Market Neutral Fund, Class IS Shares

 

      24,821,772       940,000       103,070       2,466,437       235,347       (346,437)                         (329,017)       22,966,318  
QS International Equity Fund, Class IS Shares

 

      70,453,923       8,804,762       547,617       7,610,433       469,854       (560,434)       1,319,762                   3,259,195       74,907,447  

 

  70       QS Asset Allocation Funds 2021 Annual Report


    

 

Growth

Fund (cont’d)

  Affiliate
Value at
January 31,
2020
    Purchased     Sold    

Realized

Gain (Loss)

from Sale

of Affiliated

Underlying

   

Income

Distributions

from
Affiliated
Underlying

   

Return of

Capital
from
Affiliated
Underlying

    Capital Gain
Distributions
from
Affiliated
Underlying
    Net Increase
(Decrease) in
Unrealized
Appreciation
    Affiliate
Value at
January 31,
 
  Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
QS Strategic Real Return Fund, Class IS Shares

 

           $ 44,072,913     $ 1,047,541       92,192     $ 1,255,915       95,580     $ (455,914)     $ 666,209           $ 381,331     $ 2,152,524     $ 46,017,063  
QS U.S. Small Capitalization Equity Fund, Class IS Shares

 

             22,125,367       1,699,325       144,642       3,575,695       265,062       (190,696)       263,466             650,861       4,676,118       24,925,115  
ClearBridge Aggressive Growth Fund, Class IS Shares

 

      19,855,195       2,909,689       14,467       3,143,908       15,826       56,090       91,769             2,817,921       1,145,151       20,766,127  
ClearBridge Appreciation Fund, Class IS Shares

 

      43,319,722       1,810,277       63,855       5,136,649       266,306       1,943,351       453,805             1,356,471       1,307,729       41,301,079  
ClearBridge International Value Fund, Class IS Shares

 

      31,237,523       4,814,196       503,580       3,093,017       311,482       (128,017)       514,196                   1,983,364       34,942,066  
ClearBridge Large Cap Growth Fund, Class IS Shares

 

      47,803,032       2,392,405       35,575       9,522,065       243,203       5,222,935       73,412             2,318,994       3,159,329       43,832,701  
ClearBridge Mid Cap Fund, Class IS Shares

 

      32,607,865       2,017,073       49,185       3,661,412       122,651       1,233,588       6,605             2,010,467       2,335,579       33,299,105  
ClearBridge Small Cap Growth Fund, Class IS Shares

 

      5,217,659       333,882       6,814       1,003,806       33,707       491,194                   333,883       1,374,651       5,922,386  
QS Global Dividend Fund, Class IS Shares

 

      67,754,276       2,518,639       208,458       2,270,011       176,221       (5,012)       1,543,639                   224,875       68,227,779  
QS U.S. Large Cap Equity Fund, Class IS Shares

 

      27,922,261       980,633       50,776       3,971,553       237,458       313,447       273,240             707,393       3,279,006       28,210,347  
Western Asset Core Plus Bond Fund, Class IS Shares

 

      141,270       17,968,340       1,463,787       1,860,877       153,524       (10,877)       357,722             230,722       116,385       16,365,118  
Western Asset High Yield Fund, Class IS Shares

 

      20,054,017       994,988       129,333       1,917,456       234,480       (95,799)       1,000,630     $ (41,399)             323,874       19,415,681  
Western Asset Macro Opportunities Fund, Class IS Shares

 

      11,207,834       6,910       588       989,697       90,466       (134,698)       6,910                   446,410       10,671,457  
    $ 737,028,179     $ 67,257,876             $ 83,343,681             $ 9,327,970     $ 10,152,457     $ (41,399)     $ 13,406,166     $ 51,278,969     $ 772,181,601  

Moderate

Growth

  Affiliate
Value at
January 31,
    Purchased     Sold    

Realized

Gain (Loss)

from Sale

of Affiliated

Underlying

   

Income
Distributions
from
Affiliated
Underlying

   

Return of
Capital
from
Affiliated
Underlying

   

Capital Gain
Distributions
from
Affiliated
Underlying

   

Net Increase
(Decrease) in
Unrealized
Appreciation

   

Affiliate

Value at
January 31,

 

Fund

  2020     Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

 

           $ 11,726,962     $ 2,150,553       216,288     $ 1,213,504       114,482     $ (3,504)     $ 495,555                 $ (311,340)     $ 12,352,671  
BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

 

      55,235,962       5,923,288       339,162       7,310,351       390,365       79,650       826,017           $ 802,271       111,974       53,960,873  
BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

 

      15,030,593       1,252,494       104,551       2,370,551       202,892       144,450       193,518             583,976       986,383       14,898,919  
BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

 

      6,964,911       76,143       6,510       495,829       39,092       (80,829)       76,143                   400,001       6,945,226  
BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares

 

      9,676,481                   654,971       52,777       (94,971)                         797,251       9,818,761  
ClearBridge Global Infrastructure Income Fund, Class IS Shares

 

      4,895,670       187,507       15,785       455,563       37,713       (563)       187,507                   132,719       4,760,333  
ClearBridge Small Cap Fund, Class IS Shares

 

      17,303,162       1,940,748       34,920       3,844,845       65,060       510,155       100,053             5,695       2,180,372       17,579,437  
Martin Currie Emerging Markets Fund, Class IS Shares

 

      29,504,598       966,976       68,759       7,041,052       556,244       1,283,947       181,976                   8,150,662       31,581,184  
QS Global Market Neutral Fund, Class IS Shares

 

      15,673,721       3,410,000       384,649       1,333,295       127,223       (183,295)                         (213,858)       17,536,568  
QS International Equity Fund, Class IS Shares

 

      24,802,714       6,066,331       379,234       6,289,015       388,358       (364,015)       471,331                   1,188,991       25,769,021  

 

QS Asset Allocation Funds 2021 Annual Report     71


Notes to financial statements (cont’d)

 

Moderate

Growth

 

Affiliate
Value at
January 31,

2020

    Purchased     Sold    

Realized

Gain (Loss)
from Sale

of Affiliated
Underlying

    Income
Distributions
from
Affiliated
Underlying
    Return of
Capital
from
Affiliated
Underlying
    Capital Gain
Distributions
from
Affiliated
Underlying
    Net Increase
(Decrease) in
Unrealized
Appreciation
    Affiliate
Value at
January 31,
 
Fund (cont’d)   Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
QS Strategic Real Return Fund, Class IS Shares

 

           $ 27,693,445     $ 670,599       59,018     $ 316,229       24,066     $ (81,230)     $ 426,484           $ 244,115     $ 1,297,751     $ 29,345,566  
QS U.S. Small Capitalization Equity Fund, Class IS Shares

 

      12,343,985       1,020,646       87,416       3,037,833       226,097       (107,834)       147,530             363,116       2,584,666       12,911,464  
ClearBridge Aggressive Growth Fund, Class IS Shares

 

      11,381,295       1,615,745       8,033       2,528,410       12,647       71,590       51,424             1,564,320       631,892       11,100,522  
ClearBridge Appreciation Fund, Class IS Shares

 

      23,875,736       1,516,871       55,831       3,840,077       189,144       1,189,923       246,138             735,733       598,216       22,150,746  
ClearBridge International Value Fund, Class IS Shares

 

      11,353,381       2,880,128       301,511       2,795,839       281,555       (160,839)       190,128                   776,479       12,214,149  
ClearBridge Large Cap Growth Fund, Class IS Shares

 

      29,094,790       1,423,742       21,171       6,098,628       156,482       3,221,373       43,688             1,380,054       1,665,323       26,085,227  
ClearBridge Mid Cap Fund, Class IS Shares

 

      9,910,029       621,314       15,149       1,659,943       50,844       430,057       2,035             619,279       677,637       9,549,037  
ClearBridge Small Cap Growth Fund, Class IS Shares

 

      7,532,025       475,194       9,698       2,545,305       69,143       604,695                   475,194       1,972,536       7,434,450  
QS Global Dividend Fund, Class IS Shares

 

      42,755,830       2,664,739       216,153       2,056,166       159,646       (76,166)       989,739                   163,253       43,527,656  
QS U.S. Large Cap Equity Fund, Class IS Shares

 

      16,113,027       551,311       28,544       3,134,929       182,916       220,071       153,733             397,578       1,810,442       15,339,851  
Western Asset Core Bond Fund, Class IS Shares

 

      13,251,301       9,385,439       703,415       2,030,973       153,932       4,026       444,354             287,872       385,525       20,991,292  
Western Asset Core Plus Bond Fund, Class IS Shares

 

      32,065,643       22,617,561       1,847,192       4,920,122       404,516       (30,122)       1,211,654             656,252       796,802       50,559,884  
Western Asset High Yield Fund, Class IS Shares

 

      29,568,445       2,126,673       267,314       11,450,657       1,411,826       5,598       1,024,958     $ (45,959)             318,673       20,523,429  
Western Asset Macro Opportunities Fund, Class IS Shares

 

      7,099,427       4,436       377       540,758       49,429       (65,758)       4,436                   287,889       6,850,994  
    $ 464,853,133     $ 69,548,438             $ 77,964,845             $ 6,516,409     $ 7,468,401     $ (45,959)     $ 8,115,455     $ 27,390,239     $ 483,787,260  
Conservative
Growth
 

Affiliate
Value at
January 31,

2020

    Purchased     Sold    

Realized

Gain (Loss)
from Sale
of Affiliated
Underlying

    Income
Distributions
from
Affiliated
Underlying
    Return of
Capital
from
Affiliated
Underlying
    Capital Gain
Distributions
from
Affiliated
Underlying
    Net Increase
(Decrease) in
Unrealized
Appreciation
    Affiliate
Value at
January 31,
 
Fund   Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

 

           $ 7,474,188     $ 997,274       102,400     $ 540,484       50,989     $ (484)     $ 327,274                 $ (196,249   $ 7,734,729  
BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

 

      18,301,640       2,755,850       158,898       3,707,057       197,592       (52,056)       274,367           $ 266,483       125,874       17,476,307  
BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

 

      6,546,883       635,470       53,449       779,702       67,307       40,298       84,743             255,727       459,216       6,861,867  
BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged), Class IS Shares

 

      8,673,619       556,043       53,084       884,151       85,084       5,849       493,122             62,921       240,409       8,585,920  
BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

 

      4,560,269       49,490       4,229       329,068       25,972       (39,068)       49,490                   261,566       4,542,257  
BrandywineGLOBAL — International Opportunities Bond Fund, Class IS Shares

 

      6,798,503                   498,740       40,188       (53,740)                         560,007       6,859,770  
ClearBridge Global Infrastructure Income Fund, Class IS Shares

 

      3,131,759       120,506       10,140       155,408       13,099       9,592       120,506                   92,758       3,189,615  
ClearBridge Small Cap Fund, Class IS Shares

 

      6,544,615       931,525       17,001       1,526,788       25,762       128,212       34,336             2,189       881,200       6,830,552  
Martin Currie Emerging Markets Fund, Class IS Shares

 

      11,231,261       491,103       38,315       2,684,243       214,327       485,757       66,104                   3,151,784       12,189,905  

 

  72       QS Asset Allocation Funds 2021 Annual Report


    

 

Conservative
Growth
  Affiliate
Value at
January 31,
    Purchased     Sold     Realized
Gain (Loss)
from Sale
of Affiliated
Underlying
    Income
Distributions
from
Affiliated
Underlying
    Return of
Capital
from
Affiliated
Underlying
    Capital Gain
Distributions
from
Affiliated
Underlying
    Net Increase
(Decrease) in
Unrealized
Appreciation
    Affiliate
Value at
January 31,
 
Fund (cont’d)           2020     Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
QS Global Market Neutral Fund, Class IS Shares

 

    $ 10,108,550     $ 910,000       103,028     $ 648,983       61,926     $ (98,983)                       $ (171,396)     $ 10,198,171  
QS International Equity Fund, Class IS Shares

 

      136,573       2,238,341       138,709       2,195,994       135,814       (170,995)     $ 3,341                   11,506       190,426  
QS Strategic Real Return Fund, Class IS Shares

 

      17,865,731       927,843       83,779       460,494       35,191       (90,494)       278,457           $ 159,386       900,795       19,233,875  
QS U.S. Small Capitalization Equity Fund, Class IS Shares

 

      7,422,904       746,291       65,365       1,800,045       133,830       (105,045)       86,491             209,799       1,602,663       7,971,813  
ClearBridge Aggressive Growth Fund, Class IS Shares

 

      5,259,990       743,978       3,699       1,725,128       8,554       19,871       20,152             723,826       281,322       4,560,162  
ClearBridge Appreciation Fund, Class IS Shares

 

      17,930,224       1,435,845       53,689       4,285,953       182,527       634,046       184,463             551,381       745,296       15,825,412  
ClearBridge International Value Fund, Class IS Shares

 

      126,065       2,347,807       249,186       2,289,541       241,995       (324,542)       2,807                   19,174       203,505  
ClearBridge Large Cap Growth Fund, Class IS Shares

 

      16,207,695       1,164,852       18,665       3,953,905       93,563       1,656,095       24,391             770,462       1,144,331       14,562,973  
ClearBridge Mid Cap Fund, Class IS Shares

 

      5,137,858       410,558       10,331       1,162,087       34,194       217,913       937             324,622       335,522       4,721,851  
ClearBridge Small Cap Growth Fund, Class IS Shares

 

      4,889,826       305,660       6,238       1,515,323       41,232       339,677                   305,660       1,340,815       5,020,978  
QS Global Dividend Fund, Class IS Shares

 

      27,403,708       2,368,233       191,745       1,528,897       118,586       (73,898)       648,233                   138,559       28,381,603  
QS U.S. Large Cap Equity Fund, Class IS Shares

 

      11,117,380       726,921       39,908       2,176,406       124,676       73,594       106,755             275,166       1,353,919       11,021,814  
Western Asset Core Bond Fund, Class IS Shares

 

      31,324,986       10,023,980       744,840       4,130,199       310,261       14,801       845,932             567,273       716,829       37,935,596  
Western Asset Core Plus Bond Fund, Class IS Shares

 

      44,330,698       13,691,162       1,111,032       5,251,443       429,953       (26,443)       1,352,304             756,247       868,436       53,638,853  
Western Asset High Yield Fund, Class IS Shares

 

      22,351,247       1,286,592       167,300       6,970,872       873,029       78,433       877,875     $ (37,797)             186,197       16,819,673  
Western Asset Macro Opportunities Fund, Class IS Shares

 

      4,644,111       2,947       250       289,755       26,486       (14,755)       2,946                   192,124       4,549,427  
           $ 299,520,283     $ 45,868,271             $ 51,490,666             $ 2,653,635     $ 5,885,026     $ (37,797)     $ 5,231,142     $ 15,242,657     $ 309,107,054  

Defensive

Growth

 

Affiliate
Value at
January 31,

    Purchased     Sold     Realized
Gain (Loss)
from Sale
of Affiliated
Underlying
    Income
Distributions
from
Affiliated
Underlying
    Return of
Capital
from
Affiliated
Underlying
   

Capital Gain
Distributions

from
Affiliated
Underlying

   

Net Increase

(Decrease) in

Unrealized

Appreciation

   

Affiliate

Value at

January 31,

 

Fund

  2020     Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
BrandywineGLOBAL — Alternative Credit Fund, Class IS Shares

 

    $ 3,174,232     $ 487,011       49,523     $ 203,540       19,202     $ (18,540)     $ 141,951                 $ (85,748)     $ 3,371,955  
BrandywineGLOBAL — Diversified US Large Cap Value Fund, Class IS Shares

 

             1,300,788       202,766       11,897       175,115       9,349       4,884       21,695           $ 21,071       11,909       1,340,348  
BrandywineGLOBAL — Dynamic US Large Cap Value Fund, Class IS Shares

 

      1,301,182       70,771       5,708       107,222       8,877       7,778       17,615             53,156       93,714       1,358,445  
BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged), Class IS Shares

 

      10,052,317       874,881       83,184       687,113       66,050       (2,113)       589,274             75,608       286,412       10,526,497  
BrandywineGLOBAL — Global Unconstrained Bond Fund, Class IS Shares

 

      1,900,955       21,776       1,862       47,502       3,749       (2,503)       21,776                   107,993       1,983,222  
ClearBridge Global Infrastructure Income Fund, Class IS Shares

 

      1,321,205       51,701       4,350       104,175       8,632       10,825       51,701                   37,299       1,306,030  
Martin Currie Emerging Markets Fund, Class IS Shares

 

      1,520,673       9,625       588       300,576       24,085       99,424       9,625                   426,628       1,656,350  

 

QS Asset Allocation Funds 2021 Annual Report     73


Notes to financial statements (cont’d)

 

Defensive
Growth

Fund (cont’d)

 

Affiliate
Value at
January 31,

2020

    Purchased     Sold    

Realized
Gain (Loss)
from Sale

of Affiliated
Underlying

   

Income
Distributions
from
Affiliated
Underlying

   

Return of
Capital
from
Affiliated
Underlying

   

Capital Gain

Distributions
from
Affiliated
Underlying

   

Net Increase
(Decrease) in
Unrealized
Appreciation

   

Affiliate
Value at
January 31,

 
  Cost     Shares     Cost     Shares     Funds     Funds     Funds     Funds     (Depreciation)     2021  
QS Global Market Neutral Fund, Class IS Shares

 

    $ 4,236,595     $ 725,000       81,425     $ 46,579       4,445     $ (6,579)                       $ (109,051)     $ 4,805,965  
QS International Equity Fund, Class IS Shares

 

      86,118       166,349       10,268       178,296       11,066       (13,295)     $ 1,348                   2,668       76,839  
QS Strategic Real Return Fund, Class IS Shares

 

      7,734,976       608,566       55,096       529,549       40,702       (54,550)       126,283           $ 72,283       436,205       8,250,198  
QS U.S. Small Capitalization Equity Fund, Class IS Shares

 

      1,533,919       224,819       19,826       387,286       28,708       (2,285)       19,718             50,101       349,140       1,720,592  
ClearBridge Appreciation Fund, Class IS Shares

 

      6,555,343       715,611       27,046       1,289,857       51,670       135,142       75,358             225,253       438,208       6,419,305  
ClearBridge International Value Fund, Class IS Shares

 

      71,149       181,108       18,981       180,544       18,473       (30,544)       1,107                   8,568       80,281  
ClearBridge Large Cap Growth Fund, Class IS Shares

 

      3,935,117       397,445       6,545       1,044,240       21,010       285,760       6,826             215,620       494,268       3,782,590  
ClearBridge Small Cap Growth Fund, Class IS Shares

 

      1,348,999       91,089       1,859       422,757       11,156       107,242                   91,089       387,150       1,404,481  
QS Global Dividend Fund, Class IS Shares

 

      9,195,501       962,834       77,487       552,019       43,104       12,980       227,834                   45,959       9,652,275  
QS U.S. Large Cap Equity Fund, Class IS Shares

 

      4,508,420       418,045       23,261       977,266       53,990       52,734       48,291             124,754       593,929       4,543,128  
Western Asset Core Bond Fund, Class IS Shares

 

      26,754,036       3,074,496       227,176       1,981,678       151,236       23,322       640,651             407,455       561,736       28,408,590  
Western Asset Core Plus Bond Fund, Class IS Shares

 

      29,214,878       2,918,964       235,927       1,794,240       148,523       (4,240)       790,918             422,915       534,891       30,874,493  
Western Asset High Yield Fund, Class IS Shares

 

      9,122,333       675,831       87,272       905,430       113,422       (4,719)       463,396     $ (23,398)             139,477       9,009,525  
Western Asset Macro Opportunities Fund, Class IS Shares

 

      1,935,095       1,277       109       48,715       4,453       1,285       1,277                   84,332       1,971,989  
           $ 126,803,831     $ 12,879,965             $ 11,963,699             $ 602,008     $ 3,256,644     $ (23,398)     $ 1,759,305     $ 4,845,687     $ 132,543,098  

 

  74       QS Asset Allocation Funds 2021 Annual Report


    

 

9. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal year ended January 31, 2021 was as follows:

 

      Growth     

Moderate

Growth

    

Conservative

Growth

    

Defensive

Growth

 
Distributions paid from:                                    
Ordinary income    $ 12,059,862      $ 7,392,554      $ 5,765,013      $ 3,253,523  
Net long-term capital gains      25,696,955        17,909,513        8,045,748        1,016,643  
Total distributions paid    $ 37,756,817      $ 25,302,067      $ 13,810,761      $ 4,270,166  

The tax character of distributions paid during the fiscal year ended January 31, 2020 was as follows:

 

      Growth     

Moderate

Growth

    

Conservative

Growth

    

Defensive

Growth

 
Distributions paid from:                                    
Ordinary income    $ 10,650,060      $ 9,052,912      $ 6,039,286      $ 3,203,017  
Net long-term capital gains      32,534,777        18,077,188        9,622,064        1,904,688  
Total distributions paid    $ 43,184,837      $ 27,130,100      $ 15,661,350      $ 5,107,705  

As of January 31, 2021, the components of distributable earnings (loss) on a tax basis were as follows:

 

      Growth     

Moderate

Growth

    

Conservative

Growth

     Defensive
Growth
 
Undistributed ordinary income — net    $ 54,427      $ 129      $ 288,458      $ 120,068  
Undistributed long-term capital gains — net      14,830,868        9,730,348        5,286,146        1,724,766  
Total undistributed earnings    $ 14,885,295      $ 9,730,477      $ 5,574,604      $ 1,844,834  
Other book/tax temporary differences(a)      (30,199)        (21,830)        (16,743)        (11,517)  
Unrealized appreciation (depreciation)(b)      147,554,160        83,175,113        51,148,900        16,497,208  
Total distributable earnings (loss) — net    $ 162,409,256      $ 92,883,760      $ 56,706,761      $ 18,330,525  

 

(a)

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

(b)

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

10. Other matter

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 Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ 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.

 

QS Asset Allocation Funds 2021 Annual Report       75  


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Partners Equity Trust and Shareholders of QS Growth Fund, QS Moderate Growth Fund, QS Conservative Growth Fund and QS Defensive Growth Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of QS Growth Fund, QS Moderate Growth Fund, QS Conservative Growth Fund and QS Defensive Growth Fund (four of the funds constituting Legg Mason Partners Equity Trust, hereafter collectively referred to as the “Funds”) as of January 31, 2021, the related statements of operations for the year ended January 31, 2021, the statements of changes in net assets for each of the two years in the period ended January 31, 2021, including the related notes, and the financial highlights for each of the four years in the period ended January 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of January 31, 2021, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended January 31, 2021 and each of the financial highlights for each of the four years in the period ended January 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Funds as of and for the year ended January 31, 2017 and the financial highlights for the year then ended (not presented herein, other than the financial highlights) were audited by other auditors whose report dated March 17, 2017 expressed unqualified opinions on those financial statements and financial highlights.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of January 31, 2021 by correspondence with the custodian and transfer agent of the investee funds; when replies were not received from the transfer agent of the investee funds, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

 

/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
March 17, 2021

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

 

  76       QS Asset Allocation Funds 2021 Annual Report


Additional shareholder information (unaudited)

 

QS Growth Fund

Results of special meeting of shareholders

On August 31, 2020 a special meeting of shareholders was held for the following purposes: 1) to approve a new management agreement between the Fund and its investment manager; and 2) to approve a new subadvisory agreement with respect to each of the Fund’s subadvisers. The following table provides the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each matter voted on at the special meeting of shareholders. Each item voted on was approved.

 

Item Voted On    Voted For      Voted Against      Abstentions     

Broker

Non-Votes

 
To Approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLC      235,162,825.352        7,361,440.317        46,310,110.844        0  
To Approve a New Subadvisory Agreement with QS Investors, LLC      231,649,167.729        8,991,503.503        48,193,705.281        0  
To Approve a New Subadvisory Agreement with Western Asset Management Company, LLC      231,555,884.802        8,848,895.196        48,429,596.516        0  

 

QS Asset Allocation Funds       77  


Statement regarding liquidity risk management program (unaudited)

 

As required by law, each fund has adopted and implemented a liquidity risk management program (the “Program”) that is designed to assess and manage liquidity risk. Liquidity risk is the risk that the funds could not meet requests to redeem their shares without significant dilution of remaining investors’ interests in the funds. Legg Mason Partners Fund Advisor, LLC (the “Manager”), the funds’ manager, is the administrator of the Program. The Manager has established a liquidity risk management committee (the “Committee”) to administer the Program on a day-to-day basis.

The Committee, on behalf of the Manager, provided the funds’ Board of Trustees with a report that addressed the operation of the Program, assessed its adequacy and effectiveness of implementation, including, if applicable, the operation of any highly liquid investment minimum (“HLIM”), and described any material changes that had been made to the Program or were recommended (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Reporting Period”).

The Report confirmed that there were no material changes to the Program during the Reporting Period and that no changes were recommended.

The Report also confirmed that, throughout the Reporting Period, the Committee had monitored each fund’s portfolio liquidity and liquidity risk on an ongoing basis, as described in the Program and in Board reporting throughout the Reporting Period.

The Report discussed the Committee’s annual review of the Program, which addressed, among other things, the following elements of the Program:

Assessment, Management, and Periodic Review of Liquidity Risk. The Committee reviewed each fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. The Committee noted that the funds’ investment strategy continues to be appropriate for an open-end fund, taking into account, among other things, whether and to what extent the funds held less liquid and illiquid assets and the extent to which any such investments affected the funds’ ability to meet redemption requests. In managing and reviewing the funds’ liquidity risk, the Committee also considered the extent to which the funds’ investment strategy involves a relatively concentrated portfolio or large positions in particular issuers, the extent to which the fund uses borrowing for investment purposes, and the extent to which the funds use derivatives (including for hedging purposes). The Committee also reviewed the funds’ short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. In assessing the funds’ cash flow projections, the Committee considered, among other factors, historical net redemption activity, redemption policies, ownership concentration, distribution channels, and the degree of certainty associated with the funds’ short-term and long-term cash flow projections. The Committee also considered the funds’ holdings of cash and cash equivalents, as well as borrowing arrangements and other funding sources, including, if applicable, the funds’ participation in a credit facility, as components of the funds’ ability to meet redemption requests.

Liquidity Classification. The Committee reviewed the Program’s liquidity classification methodology for categorizing each fund’s investments into one of four liquidity buckets. In reviewing the funds’ investments, the Committee considered, among other factors, whether trading varying portions of a position in a particular portfolio investment or asset class in sizes the fund would reasonably anticipate trading, would be reasonably expected to significantly affect liquidity.

Highly Liquid Investment Minimum. The Committee performed an analysis to determine whether the funds are required to maintain a Highly Liquid Investment Minimum, and determined that no such minimum is required because the funds primarily hold highly liquid investments.

Compliance with Limitation on Illiquid Investments. The Committee confirmed that during the Reporting Period, the funds did not acquire any illiquid investment such that, after the acquisition, the funds would have invested more than 15% of their assets in illiquid investments that are assets, in accordance with the Program and applicable SEC rules.

Redemptions in Kind. The Committee confirmed that no redemptions in-kind were effected by each fund during the Reporting Period.

The Report stated that the Committee concluded that the Program is reasonably designed and operated effectively to assess and manage the funds’ liquidity risk throughout the Reporting Period.

 

  78       QS Asset Allocation Funds


Additional information (unaudited)

 

Information about Trustees and Officers

 

The business and affairs of QS Asset Allocation Funds (the “Funds”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Trustees and officers of the Funds is set forth below.

The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Funds at 1-877-721-1926.

 

Independent  Trustees    
Paul R. Ades  
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Paul R. Ades, PLLC (law firm) (since 2000)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Andrew L. Breech  
Year of birth   1952
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Althea L. Duersten  
Year of birth   1951
Position(s) with Trust   Trustee and Chair
Term of office1 and length of time served2   Since 2014
Principal occupation(s) during the past five years   Retired (since 2011); formerly, Chief Investment Officer, North America, JPMorgan Chase (investment bank) and member of JPMorgan Executive Committee (2007 to 2011)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   Formerly, Non-Executive Director, Rokos Capital Management LLP (2019 to 2020)
Stephen R. Gross  
Year of birth   1947
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1986
Principal occupation(s) during the past five years   Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1979 to 2011); Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Partners, LLC (since 2014); CEO, Trusted CFO Solutions, LLC (since 2011)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None

 

QS Asset Allocation Funds       79  


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Independent  Trustees (cont’d)    
Susan M. Heilbron  
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1991
Principal occupation(s) during the past five years   Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); General Counsel and Executive Vice President, The Trump Organization (1986 to 1990); Senior Vice President, New York State Urban Development Corporation (1984 to 1986); Associate, Cravath, Swaine & Moore LLP (1980 to 1984) and (1977 to 1979)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   Formerly, Director, Lincoln Savings Bank, FSB (1991 to 1994); Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); Director, Alexander’s Inc. (department store) (1987 to 1990)
Howard J. Johnson  
Year of birth   1938
Position(s) with Trust   Trustee
Term of office1 and length of time served2   From 1981 to 1998 and since 2000 (Chairman since 2013)
Principal occupation(s) during the past five years   Retired; formerly, Chief Executive Officer, Genesis Imaging LLC (technology company) (2003 to 2012)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Jerome H. Miller  
Year of birth   1938
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1995
Principal occupation(s) during the past five years   Retired; formerly, President, Shearson Lehman Asset Management (1991 to 1993), Vice Chairman, Shearson Lehman Hutton Inc. (1989 to 1992) and Senior Executive Vice President, E.F. Hutton Group Inc. (1986 to 1989)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None
Ken Miller  
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Retired; formerly, President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (1963 to 2012)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   None

 

  80       QS Asset Allocation Funds


Independent  Trustees (cont’d)    
Thomas F. Schlafly  
Year of birth   1948
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1983
Principal occupation(s) during the past five years   Chairman, The Saint Louis Brewery, LLC (brewery) (since 2012); formerly, President, The Saint Louis Brewery, Inc. (1989 to 2012); Senior Counsel (since 2017) and formerly, Partner (2009 to 2016), Thompson Coburn LLP (law firm)
Number of funds in fund complex overseen by Trustee   49
Other board memberships held by Trustee during the past five years   Director, CNB St. Louis Bank (since 2020); formerly, Director, Citizens National Bank of Greater St. Louis (2006 to 2020)
 
Interested Trustee and Officer    
Jane Trust, CFA3  
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 147 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee   145
Other board memberships held by Trustee during the past five years   None
 
Additional Officers    

Ted P. Becker

Franklin Templeton

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth   1951
Position(s) with Trust   Chief Compliance Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason, Inc. (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020)

Susan Kerr

Franklin Templeton

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth   1949
Position(s) with Trust   Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during the past five years   Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of Legg Mason Investor Services, LLC (“LMIS”); formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020)

 

QS Asset Allocation Funds       81  


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers (cont’d)    

Jenna Bailey

Franklin Templeton

100 First Stamford Place, 5th Floor, Stamford, CT 06902

Year of birth   1978
Position(s) with Trust   Identity Theft Prevention Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020)

Marc A. De Oliveira*

Franklin Templeton

100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth   1971
Position(s) with Trust   Secretary and Chief Legal Officer
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Associate General Counsel of Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020)

Thomas C. Mandia

Franklin Templeton

100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth   1962
Position(s) with Trust   Senior Vice President
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)

Christopher Berarducci

Franklin Templeton

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth   1974
Position(s) with Trust   Treasurer and Principal Financial Officer
Term of office1 and length of time served2   Since 2014 and 2019
Principal occupation(s) during the past five years   Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.

Jeanne M. Kelly

Franklin Templeton

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth   1951
Position(s) with Trust   Senior Vice President
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

  82       QS Asset Allocation Funds


Trustees who are not “interested persons” of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

 

*

Effective August 6, 2020, Mr. De Oliveira became Secretary and Chief Legal Officer.

 

1 

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

 

2 

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

 

3 

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

 

QS Asset Allocation Funds       83  


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended January 31, 2021:

 

        Growth Fund        Moderate Growth Fund  
Record date:        6/17/2020          12/29/2020          6/17/2020          12/29/2020  
Payable date:        6/18/2020          12/30/2020          6/18/2020          12/30/2020  
Ordinary Income:                    

Qualified Dividend Income for Individuals*

       11.23        100.00        1.58        67.39

Dividends Qualifying for the Dividends

                   

Received Deduction for Corporations*

       6.90        60.06        1.03        43.85
Interest from Federal Obligations*                          1.27        1.27
Foreign Source Income*        3.38        23.44        0.31        13.09
Foreign Taxes Paid Per Share                 $0.008829                   $0.005804  
Long-Term Capital Gain Dividend        $0.394070          $0.169370          $0.450510          $0.168470  
                  Conservative Growth Fund            
Record date:        3/30/2020          6/29/2020          9/29/2020          12/29/2020  
Payable date:        3/31/2020          6/30/2020          9/30/2020          12/30/2020  
Ordinary Income:                    

Qualified Dividend Income for Individuals*

       17.53        35.78        35.78        35.78

Dividends Qualifying for the Dividends

                   

Received Deduction for Corporations*

       13.37        27.15        27.15        27.15
Interest from Federal Obligations*        1.85        1.85        1.85        1.85
Foreign Source Income*        1.78        3.04        3.04        3.04
Foreign Taxes Paid Per Share                                   $0.001465  
Long-Term Capital Gain Dividend                 $0.293180                   $0.100090  
                  Defensive Growth Fund            
Record date:        3/30/2020          6/29/2020          9/29/2020          12/29/2020  
Payable date:        3/31/2020          6/30/2020          9/30/2020          12/30/2020  
Ordinary Income:                    

Qualified Dividend Income for Individuals

       8.69        17.47        17.47        17.47

Dividends Qualifying for the Dividends

                   

Received Deduction for Corporations

       6.23        12.57        12.57        12.57
Interest from Federal Obligations        3.88        3.88        3.88        3.88
Foreign Source Income*        0.99        1.72        1.72        1.72
Foreign Taxes Paid Per Share                                   $0.000270  
Long-Term Capital Gain Dividend                 $0.081980                   $0.027200  

 

*

Expressed as a percentage of the cash distribution grossed-up for foreign taxes.

The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.

The foreign taxes paid represent taxes incurred by the Fund on income received by the Fund from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax adviser regarding the appropriate treatment of foreign taxes paid.

 

  84       QS Asset Allocation Funds


The following information is applicable to non-U.S. resident shareholders:

The following ordinary income distributions paid by the Fund represent Qualified Short-Term Capital Gains eligible for exemption from U.S. withholding tax for nonresident shareholders and foreign corporations:

 

Record date:      6/17/2020        6/29/2020        12/29/2020  
Payable date:      6/18/2020        6/30/2020        12/30/2020  

QS Growth Fund

   $ 0.094080                

QS Moderate Growth Fund

   $ 0.051950                

QS Conservative Growth Fund

          $ 0.026890      $ 0.000570  

QS Defensive Growth Fund

          $ 0.015180      $ 0.009400  

 

QS Asset Allocation Funds     85


QS

Asset Allocation Funds

 

Trustees

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Chair

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Jerome H. Miller

Ken Miller

Thomas F. Schlafly

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

QS Investors, LLC

Distributor

Legg Mason Investor Services, LLC

Custodian

The Bank of New York Mellon

Transfer agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

QS Asset Allocation Funds

QS Growth Fund

QS Moderate Growth Fund

QS Conservative Growth Fund

QS Defensive Growth Fund

The Funds are separate investment series of Legg Mason Partners Equity Trust, a Maryland statutory trust.

Legg Mason Funds

QS Asset Allocation Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

The Funds file their 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 their reports on Form N-PORT. The Funds’ 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 Funds at 1-877-721-1926.

Information on how the Funds 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 Funds use to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Funds at 1-877-721-1926, (2) at www.leggmason.com/mutualfunds and (3) on the SEC’s website at www.sec.gov.

This report is submitted for the general information of the share-holders of QS Asset Allocation Funds. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by a current prospectus.

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

www.leggmason.com

© 2021 Legg Mason Investor Services, LLC

Member FINRA, SIPC


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, Legg Mason Investor Services, 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.

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.

 

NOT PART OF THE ANNUAL REPORT


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

 

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.leggmason.com, or contact the Funds at 1-877-721-1926.

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, 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: DataProtectionOfficer@franklintempleton.com

Phone: 1-800-396-4748

Revised October 2020

 

NOT PART OF THE ANNUAL REPORT


www.leggmason.com

© 2021 Legg Mason Investor Services, LLC Member FINRA, SIPC

FD01278 3/21 SR21-4100


ITEM 2.

CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees of the registrant has determined that Stephen R. Gross possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Stephen R. Gross as the Audit Committee’s financial expert Stephen R. Gross is an “independent” Trustees pursuant to paragraph (a)(2) of Item 3 to Form N-CSR

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending January 31, 2020 and January 31, 2021 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $105,382 in January 31, 2020 and $97,291 in January 31, 2021.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in January 31, 2020 and $0 in January 31, 2021.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in January 31, 2020 and $0 in January 31, 2021. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees.

The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) for the Item 4 for the Legg Mason Partners Equity Trust., were $0 in January 31, 2020 and $0 in January 31, 2021.

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Legg Mason Partners Equity Trust requiring pre-approval by the Audit Committee in the Reporting Period.


(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

(2) For the Legg Mason Partners Equity Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for January 31, 2020 and January 31, 2021; Tax Fees were 100% and 100% for January 31, 2020 and January 31, 2021; and Other Fees were 100% and 100% for January 31, 2020 and January 31, 2021.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Equity Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Partners Equity Trust during the reporting period were $364,937 in January 31, 2020 and $539,380 in January 31, 2021.


(h) Yes. Legg Mason Partners Equity Trust’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Legg Mason Partners Equity Trust or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a)

The independent board members are acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act. The Audit Committee consists of the following Board members:

Paul R. Ades

Andrew L. Breech

Althea L. Duersten

Stephen R. Gross

Susan M. Heilbron

Howard J. Johnson

Jerome H. Miller

Ken Miller

Thomas F. Schlafly

 

  b)

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) Code of Ethics attached hereto.

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 Equity Trust

 

By:       

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer

Date:   March 23, 2021

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:   March 23, 2021

 

By:       

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer

Date:   March 23, 2021

CODE OF ETHICS

I. Introduction

A. Individuals Covered by the Code

This Code applies to all employees of Legg Mason & Co., LLC and interested directors of the Proprietary Funds who are not otherwise subject to another code of ethics adopted pursuant to either Rule 17j-1 under the Investment Company Act or Rule 204A-1 under the Investment Advisers Act (“Covered Persons”).

 

1.

Without limiting the generality of the foregoing, this Code covers all employees of Legg Mason & Co., LLC who perform services on behalf of the Proprietary Funds as part of the following regulated entities:

 

a.

Legg Mason Investor Services, LLC (“LMIS”).

 

b.

Legg Mason Partners Fund Advisor, LLC (“LMPFA”).

 

2.

For the avoidance of doubt, each of the Legg Mason Registered Advisers (other than LMPFA) have adopted their own codes of ethics, and employees of the Legg Mason Registered Advisers who are subject to the requirements of those codes of ethics (including any who may be registered representatives of LMIS) are not subject to the requirements of this Code.

B. Standards of Business Conduct

This Code is based on the principle that Legg Mason and its affiliates owe a fiduciary duty to Legg Mason’s clients, and that all Covered Persons must therefore avoid activities, interests and relationships that might (i) present a conflict of interest or the appearance of a conflict of interest, or (ii) otherwise interfere with Legg Mason’s ability to make decisions in the best interests of any of its clients. In particular, Covered Persons must at all times comply with the following standards of business conduct:

 

1.

Compliance with Applicable Law. All Covered Persons must comply with the Federal Securities Laws that apply to the business of Legg Mason.

 

2.

Clients Come First. Covered Persons must scrupulously avoid serving their personal interests ahead of the interests of clients. For example, a Covered Person may not induce or cause a client to take action, or not to take action, for the Covered Person’s personal benefit at the expense of the client’s best interests.

 

3.

Avoid Taking Advantage. Covered Persons may not use their knowledge of the Legg Mason Registered Advisers’ investment activities or client portfolio holdings to profit by the market effect of such activities or to engage in short-term or other abusive trading in Reportable Funds.

 

4.

Avoid Other Inappropriate Relationships or Activities. Covered Persons should avoid relationships or activities that could call into question the Covered Person’s ability to exercise independent judgment in the best interests of Legg Mason’s clients. In particular, Covered Persons should take note of the provisions of the Legg Mason Code of Conduct and the Legg Mason Employee Handbook that pertain to confidentiality, corporate opportunities, gifts and entertainment, insider trading and outside business activities. In addition, Covered Persons who are registered representatives of LMIS should also take note of LMIS’s policies and procedures pertaining to these activities.

 

1


5.

Observe the Spirit of the Code. Doubtful situations should be resolved in favor of Legg Mason’s clients. Technical compliance with the Code’s procedures will not automatically insulate from scrutiny any personal Securities Transactions or other course of conduct that might indicate an abuse of these governing principles.

C. Duty to Report Violations

Covered Persons must promptly report all violations of this Code to the Compliance Department.

D. Fiduciary Duty / Political Contributions

Covered Persons are prohibited from making political contributions for the purpose of obtaining or retaining any Legg Mason Registered Adviser or its affiliates as investment advisers. Covered Persons are specifically prohibited from making political contributions to any person for the purpose of influencing the selection or retention of an investment adviser by a government entity. Covered Persons will be required to certify annually that they have and will comply with this provision.

II. Personal Securities Transactions

A. Prohibited Transactions in Individual Securities

Covered Persons are subject to the following restrictions on their personal trading activities in individual securities:

 

1.

Fraudulent Transactions. In connection with the purchase or sale, directly or indirectly, by a Covered Person of (A) a Reportable Security which, within the most recent fifteen (15) calendar days, (i) is or has been held by a Legg Mason client, or (ii) is being or has been considered by a Legg Mason Registered Adviser for purchase by a client, or (B) an Equivalent Security thereof, Covered Persons are prohibited from:

 

a.

Employing any device, scheme or artifice to defraud Legg Mason’s clients;

 

b.

Making any untrue statement of a material fact or omitting to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading;

 

c.

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on Legg Mason’s clients; or

 

d.

Engaging in any manipulative practice with respect to Legg Mason’s clients.

 

2.

Inside Information. Covered Persons are prohibited from engaging in any transaction in a Security (or Equivalent Security) at a time when the Covered Person is in possession of material non-public information regarding the Security or the issuer of the Security.

 

3.

Market Manipulation. Covered Persons are prohibited from engaging in any transactions in a Security (or Equivalent Security) intended to raise, lower or maintain the price of that Security or to create a false appearance of active trading in that Security.

 

4.

Trading on the Knowledge of Client Transactions. Covered Persons are prohibited from engaging in any transactions in a Security (or an Equivalent Security) on the basis of any information they may be in possession of to the effect that (i) a Legg Mason Registered Adviser is or may be considering an investment in or sale of such Security on behalf of its clients or (ii) has or may have an open order in such Security on behalf of its clients.

 

2


5.

Legg Mason, Inc. Stock. Covered Persons are prohibited from engaging in any transaction in Legg Mason securities that is not in compliance with the “Legg Mason, Inc. Policies and Procedures Regarding Acquisitions and Dispositions of Legg Mason Securities,” as the same may be amended from time to time. A copy of this policy is available on the Legg Mason Legal and Compliance Website.

B. Prohibited Transactions in Reportable Funds

 

1.

Market Timing in Reportable Funds. No Covered Person may use his or her knowledge of the portfolio holdings or investment activities of a Reportable Fund to engage in any short-term or other abusive trading strategy involving such Fund that may conflict with the best interests of the Fund and its shareholders.

 

2.

60-Day Holding Period for Investments in Proprietary Funds. Subject to the exemptions set forth below, no Covered Person may sell (or exchange out of) shares of a Proprietary Fund in which the Covered Person has a Beneficial Interest if the Covered Person has not held the shares of the same Proprietary Fund for sixty (60) calendar days, including any individual retirement account or 401(k) participant account.

 

3.

Additionally, Proprietary Funds that are sold in the LM 401(k) account are also subject to a 60-day minimum waiting period. No Covered Person may buy (or exchange into) shares of a Proprietary Fund within sixty (60) calendar days of a sell of (or exchange out of) shares of the same Proprietary Fund within the same LM 401(k) account.

The following Securities Transactions involving Proprietary Funds are exempt from the 60-day minimum holding period requirement set forth in this Section II.B.2 and II.B.3:

 

a.

Money Market Funds and Other Short-Term Trading Vehicles. Purchases or redemptions of Proprietary Funds that are money market funds or that hold themselves out as short-term trading vehicles.

 

b.

Managed Accounts. Transactions in Proprietary Funds held in a Managed Account in connection with which the Covered Person has no direct or indirect influence or control over the account, is neither consulted nor advised of the trade before it is executed, and has no knowledge of specific management actions taken by a trustee or investment manager.

 

c.

Systematic Investment. Purchases or redemptions of Proprietary Funds pursuant to an Automatic Investment Plan where a prescribed purchase or sale is made automatically on a regular predetermined basis without affirmative action by the Covered Person or pursuant to a similar arrangement approved by the Compliance Department (for example, automated payroll deduction investments by 401(k) participants or automatic dividend reinvestment).

C. Pre-Approval of Investments in Initial Public Offerings and Private Placements

Covered Persons are prohibited from acquiring a Beneficial Interest in a Reportable Security through an initial public offering (other than a new offering of securities issued by a registered open-end investment company) or Private Placement without the prior written approval of the Compliance Department. Requests for such approval shall be submitted to the Compliance Department through Fidelity National Information Services, Inc. (“FIS”)/PTA using substantially the form of “Request for Approval to Invest in an Initial Public Offering or Private Placement” attached hereto as Appendix A.

 

3


D. Reporting and Trading Requirements

 

1.

Acknowledgement of Receipt; Initial and Periodic Disclosure of Personal Holdings; Annual Certification.

 

a.

Within ten (10) calendar days of being identified as a Covered Person under this Code, each Covered Person must acknowledge that he or she has received and reviewed a copy of the Code, and has disclosed all Securities holdings in which such Covered Person has a Beneficial Interest..

 

b.

Thereafter, on an annual basis, each Covered Person shall give the same acknowledgements and, in addition, shall certify that he or she has complied with all applicable provisions of the Code.

 

c.

Such acknowledgments and certifications shall be provided through FIS/PTA using substantially the form of the “Acknowledgement of Receipt of Code of Ethics, Personal Holdings Report and Annual Certification” attached hereto as Appendix B.

 

2.

Execution of Personal Securities Transactions.

 

a.

Approved Accounts. Unless one of the following exceptions applies, Covered Persons must execute their personal securities transactions involving any Reportable Securities or Reportable Funds in which they have or acquire a Beneficial Interest through one of the following two types of accounts (“Approved Accounts”):

 

i.

Approved Securities Accounts. Securities accounts (including IRA accounts) with financial intermediaries that have been approved by the Compliance Department (an “Approved Securities Account”); or

 

ii.

Approved Retirement Accounts. Participant accounts in retirement plans approved by the Compliance Department on the grounds that either (i) automated feeds into FIS/PTA have been established, or (ii) sufficient policies and procedures are in place to protect any Reportable Funds that may be in the plan from the types of activities prohibited by Sections A and B above (an “Approved Retirement Account”).1

 

b.

Exceptions. The following types of accounts are exempt from the requirements of section 2.a above, subject to compliance with the conditions set forth below:

 

i.

Mutual Fund-Only and Managed Accounts. Covered Persons may have or acquire a Beneficial Interest in Mutual Fund-Only and Managed Accounts that are not Approved Securities Accounts, provided that the requirement set forth in this Code relating to a Managed Account or Mutual Fund-Only Account, as the case may be, are satisfied. To qualify for this exemption, a Covered Person must deliver to the Compliance Department through FIS/PTA a certification in substantially the form of the “Certificate for Managed Accounts or Mutual Fund-Only Accounts” attached hereto as Appendix D.

 

ii.

Outside Retirement Accounts. Covered Persons may have or acquire a Beneficial Interest in a retirement account other than an Approved Retirement Account (an “Outside Retirement Account”), provided that the Covered Person complies with the certification or reporting requirements set forth in Section 3.c below, and provided further that, for purposes of this Code, an IRA account shall be treated as a securities account and not as a retirement account.

 

 

1

A list of the approved financial intermediaries and retirement plans may by found on the Legal and Compliance home page on LMEX.

 

4


iii.

Dividend Reinvestment Plans. Covered Person may have or acquire a Beneficial Interest in securities held in a dividend reinvestment plan account directly with the issuer of the securities or its transfer agent (a “Dividend Reinvestment Plan”), subject to compliance with the requirements of Section 3.a below.

 

c.

Outside Securities Accounts. Covered Persons that have or acquire a Beneficial Interest in a securities account (including an IRA account) other than an Approved Account, Mutual Fund-Only Account, Managed Account or Outside Retirement Account (an “Outside Securities Account”) must obtain the prior written approval to maintain such account from the Compliance Department.

 

i.

A request for such approval must be submitted to the Compliance Department through FIS/PTA using substantially the form of “Request for Approval for an Outside Securities Account” attached hereto as Appendix C. Such approvals will only be granted in extraordinary circumstances.

 

ii.

If the Compliance Department does not approve such request, the Covered Person must arrange to transfer or convert such account into an Approved Account, Managed Account, Mutual Fund-Only Account or Outside Retirement Account as promptly as practicable.

 

6.

Transaction Reporting Requirements. Covered Persons shall report all Securities Transactions in which they have a Beneficial Interest to the Compliance Department in accordance with the following provisions:

 

a.

Approved Accounts, Managed Accounts, Mutual Fund Only and Dividend Reinvestment Plan Accounts. Covered Persons will not be required to arrange for the delivery of duplicate copies of confirmations or periodic statements for any Approved Accounts, Managed Accounts, Mutual Fund Only Accounts or Dividend Reinvestment Plans in which they have or acquire a Beneficial Interest. However, the existence of all such accounts must be disclosed to the Compliance Department pursuant to either Section II.D.1 above or II.D.4 below. In addition, copies of any statements for any Managed Accounts, Mutual Fund Only Accounts or Dividend Reinvestment Plans must be made available for review at the specific request of the Compliance Department.

 

b.

Outside Securities Accounts. For any Outside Securities Account approved by the Compliance Department, a Covered Person must arrange for the Compliance Department to receive, directly from the applicable broker-dealer, bank or other financial intermediary, duplicate copies of each confirmation and periodic statement issued by such financial intermediary in respect of such Outside Securities Account.

 

i.

Periodic statements must be received by the Compliance Department no later than thirty (30) calendar days after the close of each calendar quarter. Confirmations must be delivered to the Compliance Department contemporaneously with delivery to the applicable Covered Person.

 

ii.

A form of letter that may be used to request duplicate confirmations and periodic statements from financial intermediaries is attached as Appendix E. If a Covered Person is not able to arrange for duplicate confirmations and periodic statements to be sent, the Covered Person must immediately cease trading in such account and notify the Compliance Department.

 

iii.

It shall be the Covered Person’s responsibility to promptly input into FIS/PTA all initially required information relating to any holdings in an Outside Securities Account. and to notify the Compliance Department on the same day of any subsequent Securities Transactions in such Outside Retirement Account.

 

5


d.

Outside Retirement Accounts. For any Outside Retirement Account in which a Covered Person has a Beneficial Interest, such Covered Person must either:

 

i.

Certify that such account does not hold any shares of a Reportable Fund or Reportable Security and that no Securities Transactions involving a Reportable Fund or Reportable Security have been executed in such account (such certifications shall be provided to the Compliance Department through FIS/PTA using substantially the form of the “Certificate for Outside Retirement Accounts” attached hereto as Appendix F); or.

 

ii.

If a Covered Person is unable to provide such certification with respect to an Outside Retirement Account, the Covered Person must notify the Compliance Department and provide the Compliance Department with duplicate copies of each confirmation and periodic statement issued by such financial intermediary in respect of such Outside Retirement Account.

 

(a)

Periodic statements must be received by the Compliance Department no later than thirty (30) calendar days after the close of each calendar quarter.

 

(b)

It shall be the Covered Person’s responsibility to promptly input into FIS/PTA all initially required information relating to any holdings in an Outside Retirement Account and to notify the Compliance Department on the same day of any subsequent Securities Transactions in such Outside Retirement Account.

 

7.

New Reportable Accounts. If a Covered Person opens a new reportable account that has not previously been disclosed, the Covered Person must notify the Compliance Department in writing within ten (10) calendar days of the existence of the account and make arrangements to comply with the requirements set forth in Sections II.D.2 & 3 above.

 

8.

Disclaimers. Any report of a Securities Transaction for the benefit of a person other than the individual in whose account the transaction is placed may contain a statement that the report should not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.

 

9.

Availability of Reports. All information supplied pursuant to this Code may be made available for inspection to the CCO of any affected Legg Mason Registered Adviser or Reportable Fund, the board of directors of each company employing the Covered Person, the board of directors of any affected Reportable Fund, the Compliance Department, the Covered Person’s department manager (or designee), any party to which any investigation is referred by any of the foregoing, the Securities and Exchange Commission, any self-regulatory organization of which Legg Mason is a member, any state securities commission, and any attorney or agent of the foregoing or of the Reportable Funds.

 

10.

Outside Business Activities. No Covered Person may engage in outside business activities or serve on the board of directors of a publicly-held company absent prior written authorization of (i) the Compliance Department, and (ii) in the case of service on the board of directors of a publicly-held company, the General Counsel of Legg Mason, Inc.

 

a.

A request for such approval must be submitted to the Compliance Department through FIS/PTA using substantially the form of “Request for Approval of Outside Business Activities” attached hereto as Appendix G.

 

b.

Requests for approval to serve as a director of a publicly held company will rarely be approved.

 

6


III. Personal Securities Transactions

A. Surveillance

The Compliance Department shall be responsible for maintaining a surveillance program reasonably designed to monitor the personal trading activities of all Covered Persons for compliance with the provisions of this Code and for investigating any suspected violation of the Code. Upon reaching the conclusion that a violation of the Code has occurred, the Compliance Department shall report the results of such investigation to the applicable Covered Person, the Covered Person’s department manager and to the CCOs of any affected Legg Mason Registered Adviser or Reportable Fund.

B. Remedies

 

1.

Authority. The Compliance Department has authority to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly comply with any sanction directive may result in the imposition of additional sanctions..

 

2.

Sanctions. If the Compliance Department determines that a Covered Person has committed a violation of the Code, the Compliance Department may, in consultation with the Human Resources Department and the Covered Person’s supervisor, as appropriate, impose sanctions and take other actions as it deems appropriate, including a verbal warning, a letter of caution or warning, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the Securities and Exchange Commission, criminal referral, and termination of employment of the violator for cause. The Compliance Department may also require the Covered Person to reverse the transaction in question and forfeit any profit or absorb any loss associated or derived as a result. The amount of profit shall be calculated by the Compliance Department. No member of the Compliance Department may review his or her own transaction or those of his or her supervisors. If necessary, the General Counsel of Legg Mason or the CCO of the relevant Legg Mason Registered Adviser shall review these transactions..

C. Exceptions to the Code

Although exceptions to the Code will rarely be granted, the Compliance Department may grant exceptions to the requirements of the Code if the Compliance Department finds that the proposed conduct involves negligible opportunity for abuse. All such exceptions must be in writing..

IV. Definitions

When used in the Code, the following terms have the meanings set forth below:

A. General Defined Terms

“CCO” means the Chief Compliance Officer of any Reportable Fund, Legg Mason Registered Adviser or Legg Mason entity that is a principal underwriter of a Reportable Fund.

“Code” means this Code of Ethics, as the same may be amended from time to time.

“Compliance Department” means the Legal and Compliance Department of Legg Mason.

“Covered Person” means any employee of Legg Mason & Co., LLC who is covered by this Code in accordance with the provisions of Section I.A above.

 

7


“Federal Securities Laws” means the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to Legg Mason and any Reportable Funds, and any rule adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Legg Mason” means Legg Mason, Inc. and its subsidiaries and affiliates.

“Legg Mason Registered Advisers” means those subsidiaries of Legg Mason that are registered as investment advisers under the Investment Advisers Act.

“FIS/PTA” means FIS Personal Trading Assistant, a web browser-based automated personal trading compliance platform used by the Compliance Department to administer this Code.

B. Terms Defining the Scope of a Beneficial Interest in a Security

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities.

A Covered Person is deemed to have a Beneficial Interest in the following:

 

1.

Any Security owned individually by the Covered Person.

 

2.

Any Security owned jointly by the Covered Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations).

 

3.

Any Security in which a member of the Covered Person’s Immediate Family has a Beneficial Interest if:

 

a.

The Security is held in an account over which the Covered Person has decision making authority (for example, the Covered Person acts as trustee, executor, or guardian); or

 

b.

The Security is held in an account for which the Covered Person acts as a broker or investment adviser representative.

A Covered Person is presumed to have a Beneficial Interest in any Security in which a member of the Covered Person’s Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the Covered Person.

Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Department. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a) (2) and (5) promulgated under the Securities Exchange Act of 1934, as amended.

 

8


“Immediate Family” of a Covered Person means any of the following persons:

 

child    grandparent    son-in-law
stepchild    spouse    daughter-in-law
grandchild    sibling    brother-in-law
parent    mother-in-law    sister-in-law
stepparent    father-in-law   

Immediate Family includes adoptive relationships, domestic partner relationships and other relationships (whether or not recognized by law) that the Compliance Department determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety, which this Code is intended to prevent.

C. Terms Defining the Scope of a Reportable Transaction

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

“Equivalent Security” means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or Security otherwise convertible into that Security. Options on Securities are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

“Managed Account” means an account where a Covered Person has no:

 

 

Direct or indirect influence or control over the account (for example, the trustee or investment manager simply summarizes, describes, or explains account activity without the Covered Person providing directions or suggestions);

 

 

Knowledge of the transaction before it is completed (for example, transactions effected for a Covered Person by a trustee of a blind trust, or discretionary trades made by an investment manager retained by the Covered Person, in connection with which the Covered Person is neither consulted nor advised of the trade before it is executed); and

 

 

Knowledge of the specific management actions taken by a trustee or investment manager and no right to intervene in the trustee’s or investment manager’s management (for example, the Covered Person is not consulted as to the allocation of investments for the account).

“Mutual Fund-Only Account” means a Securities account or account held directly with a mutual fund that holds only non-Reportable Funds and in which no other type of Securities may be held. For purposes of this Code, a Mutual Fund-Only Account includes a 529 plan or variable annuity life insurance account that holds only non-Reportable Funds and in which no other type of Securities may be held.

 

9


“Private Placement” means a Securities offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to Rules 504, 505 or 506 of Regulation D under the Securities Act.

“Proprietary Fund” means an open-end investment company registered under the Investment Company Act (or any portfolio or series thereof, as the case may be) that is part of one of the fund families sponsored by Legg Mason or its affiliates.

“Reportable Fund” means (a) any fund registered under the Investment Company Act for which a Legg Mason Registered Adviser serves as an investment adviser, or (b) any fund registered under the Investment Company Act whose investment adviser or principal underwriter is controlled by or under common control with Legg Mason. For purposes of this definition, “investment adviser” has the same meaning as it does in section 2(a)(20) of the Investment Company Act, and “control” has the same meaning as it does in Section 2(a)(9) of the Investment Company Act.

“Reportable Security” means any Security (as defined herein) other than the following types of Securities:

 

1.

Direct obligations of the Government of the United States;

 

2.

Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

 

3.

Shares of open-end mutual funds that are not Reportable Funds.

“Securities Transaction” means a purchase or sale of Securities in which a Covered Person has or acquires a Beneficial Interest.

“Security” includes stock, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, closed-end investment companies, and all derivative instruments of the foregoing, such as options and warrants. “Security” does not include futures or options on futures, but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.

 

10

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 Equity Trust – QS Growth 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: March 23, 2021      

/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 Equity Trust – QS Growth 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: March 23, 2021      

/s/ Christopher Berarducci

      Christopher Berarducci
      Principal Financial Officer


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 Equity Trust – QS Moderate Growth 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: March 23, 2021      

/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 Equity Trust – QS Moderate Growth 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: March 23, 2021      

/s/ Christopher Berarducci

      Christopher Berarducci
      Principal Financial Officer


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 Equity Trust – QS Conservative Growth 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: March 23, 2021      

/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 Equity Trust – QS Conservative Growth 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: March 23, 2021      

/s/ Christopher Berarducci

      Christopher Berarducci
      Principal Financial Officer


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 Equity Trust – QS Defensive Growth 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: March 23, 2021      

/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 Equity Trust – QS Defensive Growth 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: March 23, 2021      

/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 Equity Trust – QS Growth 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 January 31, 2021 (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 Equity Trust -     Legg Mason Partners Equity Trust -  
QS Growth Fund     QS Growth Fund  

/s/ Jane Trust

   

/s/ Christopher Berarducci

 
Jane Trust     Christopher Berarducci  
Date: March 23, 2021     Date: March 23, 2021  

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.


CERTIFICATIONS PURSUANT TO SECTION 906

EX-99.906CERT

CERTIFICATION

Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of Legg Mason Partners Equity Trust – QS Moderate Growth 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 January 31, 2021 (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 Equity Trust -     Legg Mason Partners Equity Trust -  
QS Moderate Growth Fund     QS Moderate Growth Fund  

/s/ Jane Trust

   

/s/ Christopher Berarducci

 
Jane Trust     Christopher Berarducci  
Date: March 23, 2021     Date: March 23, 2021  

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.


CERTIFICATIONS PURSUANT TO SECTION 906

EX-99.906CERT

CERTIFICATION

Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of Legg Mason Partners Equity Trust – QS Conservative Growth 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 January 31, 2021 (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 Equity Trust -     Legg Mason Partners Equity Trust -  
QS Conservative Growth Fund     QS Conservative Growth Fund  

/s/ Jane Trust

   

/s/ Christopher Berarducci

 
Jane Trust     Christopher Berarducci  
Date: March 23, 2021     Date: March 23, 2021  

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.


CERTIFICATIONS PURSUANT TO SECTION 906

EX-99.906CERT

 

CERTIFICATION

Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of Legg Mason Partners Equity Trust – QS Defensive Growth 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 January 31, 2021 (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 Equity Trust -     Legg Mason Partners Equity Trust -  
QS Defensive Growth Fund     QS Defensive Growth Fund  

/s/ Jane Trust

   

/s/ Christopher Berarducci

 
Jane Trust     Christopher Berarducci  
Date: March 23, 2021     Date: March 23, 2021  

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.