Legg Mason Partners Equity Trust
12/23/2025 | Press release | Distributed by Public on 12/23/2025 13:05
Annual Report by Investment Company (Form N-CSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-06444
Legg Mason Partners Investment Trust
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant's telephone number, including area code: 877-6LM-FUND/656-3863
Date of fiscal year end: October 31
Date of reporting period: October 31, 2025
| ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith
|
ClearBridge Tactical Dividend Income Fund
|
|
|
Class A[CFLGX]
|
Annual Shareholder Report | October 31, 2025
|
This annual shareholder reportcontains important information about ClearBridge Tactical Dividend Income Fund for the period November 1, 2024, to October 31, 2025.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Class A
|
$120
|
1.17%
|
| * | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
For the twelve months ended October 31, 2025, Class A shares of ClearBridge Tactical Dividend Income Fund returned 5.09%. The Fund compares its performance to the Dow Jones U.S. Select Dividend Index and the Composite Benchmark†, which returned 7.46% and 8.75%, respectively, for the same period.
PERFORMANCE HIGHLIGHTS
|
Top contributors to performance:
|
|
|
↑
|
Broadcom, in the information technology (IT) sector, develops semiconductors and software for a range of applications. The stock performed well as results from U.S. hyperscalers continued to validate increased capex in support of artificial intelligence (AI) efforts, where Broadcom is a leader in the market for custom silicon.
|
|
↑
|
Oracle, in the IT sector, is the dominant provider of on-premises database software for large enterprises globally. Shares were up on optimism surrounding its lower-cost data center architecture, which is well-suited for large-scale AI training workloads and is transforming Oracle into the fourth hyperscaler.
|
|
↑
|
Marvell Technology shares rose on positive sentiment for its custom silicon solutions, its strategic partnerships with hyperscalers Amazon and Microsoft and overall positive sentiment as hyperscalers diversify their semiconductor spending away from just buying off-the-shelf GPUs.
|
|
Top detractors from performance:
|
|
|
↓
|
Lineage was lower due to weakness in the real estate sector and concerns about revenue growth and broader macro uncertainties. The temperature-controlled warehouse REIT's outsize exposure to imported foods was also viewed as a liability as tariffs were announced in April.
|
|
↓
|
Merck was weaker along with the health care sector amid regulatory pressures such as potential tariffs on pharmaceutical imports.
|
|
↓
|
UnitedHealth Group shares dropped following news of higher utilization, increasing costs and revenue shortfalls in its Optum Health business. Concerns of poor execution were exacerbated by the resignation of its CEO and federal lawsuits against pharmacy benefit managers such as UnitedHealth's OptumRx.
|
| ClearBridge Tactical Dividend Income Fund | PAGE 1 | 7405-ATSR-1225 |
HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?
The Fund's past performance is not necessarily an indication of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
VALUE OF A $10,000 INVESTMENT ($9,425 AFTER MAXIMUM APPLICABLE SALES CHARGE) -
Class A 10/31/2015 - 10/31/2025
Class A 10/31/2015 - 10/31/2025
AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2025
|
1 Year
|
5 Year
|
10 Year
|
|
|
Class A
|
5.09
|
13.87
|
8.88
|
|
Class A (with sales charge)
|
-0.68
|
12.53
|
8.24
|
|
Russell 3000 Index
|
20.81
|
16.74
|
14.08
|
|
Dow Jones U.S. Select Dividend Index
|
7.46
|
15.45
|
10.40
|
|
Composite Benchmark†
|
8.75
|
16.49
|
8.79
|
| † | The Fund's Composite Benchmark is a representation of the performance of the major asset classes in which the Fund may typically invest, consisting of 60% Russell 3000 Value Index, 20% Alerian MLP Index and 20% MSCI US REIT Index. |
Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.
Performance for periods beginning prior to August 15, 2022, reflects a higher maximum sales charge in effect at that time. Performance for periods beginning after August 15, 2022, reflects the current maximum sales charge.
For current month-end performance, please call Franklin Templeton at 877-6LM-FUND/656-3863 or visit
https://www.franklintempleton.com/investments/options/mutual-funds.
https://www.franklintempleton.com/investments/options/mutual-funds.
Important data provider notices and terms available at www.franklintempletondatasources.com.
KEY FUND STATISTICS (as of October 31, 2025)
|
Total Net Assets
|
$354,598,345
|
|
Total Number of Portfolio Holdings
|
74
|
|
Total Management Fee Paid
|
$2,708,990
|
|
Portfolio Turnover Rate
|
79%
|
| ClearBridge Tactical Dividend Income Fund | PAGE 2 | 7405-ATSR-1225 |
WHAT DID THE FUND INVEST IN? (as of October 31, 2025)
Portfolio Composition*(% of Total Investments)
| * | Does not include derivatives, except purchased options, if any. |
|
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
|
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
HOUSEHOLDING
You will receive the Fund's shareholder reports every six months. In addition, you will receive an annual updated summary prospectus (detail prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the shareholder reports and summary prospectus. This process, called "householding," will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at 877-6LM-FUND/656-3863. At any time, you may view current prospectuses/summary prospectuses and shareholder reports on our website. If you choose, you may receive these documents through electronic delivery.
| ClearBridge Tactical Dividend Income Fund | PAGE 3 | 7405-ATSR-1225 |
|
ClearBridge Tactical Dividend Income Fund
|
|
|
Class C[SMDLX]
|
Annual Shareholder Report | October 31, 2025
|
This annual shareholder reportcontains important information about ClearBridge Tactical Dividend Income Fund for the period November 1, 2024, to October 31, 2025.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Class C
|
$195
|
1.91%
|
| * | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
For the twelve months ended October 31, 2025, Class C shares of ClearBridge Tactical Dividend Income Fund returned 4.31%. The Fund compares its performance to the Dow Jones U.S. Select Dividend Index and the Composite Benchmark†, which returned 7.46% and 8.75%, respectively, for the same period.
PERFORMANCE HIGHLIGHTS
|
Top contributors to performance:
|
|
|
↑
|
Broadcom, in the information technology (IT) sector, develops semiconductors and software for a range of applications. The stock performed well as results from U.S. hyperscalers continued to validate increased capex in support of artificial intelligence (AI) efforts, where Broadcom is a leader in the market for custom silicon.
|
|
↑
|
Oracle, in the IT sector, is the dominant provider of on-premises database software for large enterprises globally. Shares were up on optimism surrounding its lower-cost data center architecture, which is well-suited for large-scale AI training workloads and is transforming Oracle into the fourth hyperscaler.
|
|
↑
|
Marvell Technology shares rose on positive sentiment for its custom silicon solutions, its strategic partnerships with hyperscalers Amazon and Microsoft and overall positive sentiment as hyperscalers diversify their semiconductor spending away from just buying off-the-shelf GPUs.
|
|
Top detractors from performance:
|
|
|
↓
|
Lineage was lower due to weakness in the real estate sector and concerns about revenue growth and broader macro uncertainties. The temperature-controlled warehouse REIT's outsize exposure to imported foods was also viewed as a liability as tariffs were announced in April.
|
|
↓
|
Merck was weaker along with the health care sector amid regulatory pressures such as potential tariffs on pharmaceutical imports.
|
|
↓
|
UnitedHealth Group shares dropped following news of higher utilization, increasing costs and revenue shortfalls in its Optum Health business. Concerns of poor execution were exacerbated by the resignation of its CEO and federal lawsuits against pharmacy benefit managers such as UnitedHealth's OptumRx.
|
| ClearBridge Tactical Dividend Income Fund | PAGE 1 | 7407-ATSR-1225 |
HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?
The Fund's past performance is not necessarily an indication of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
VALUE OF A $10,000 INVESTMENT - Class C 10/31/2015 - 10/31/2025
AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2025
|
1 Year
|
5 Year
|
10 Year
|
|
|
Class C
|
4.31
|
13.03
|
8.08
|
|
Class C (with sales charge)
|
3.31
|
13.03
|
8.08
|
|
Russell 3000 Index
|
20.81
|
16.74
|
14.08
|
|
Dow Jones U.S. Select Dividend Index
|
7.46
|
15.45
|
10.40
|
|
Composite Benchmark†
|
8.75
|
16.49
|
8.79
|
| † | The Fund's Composite Benchmark is a representation of the performance of the major asset classes in which the Fund may typically invest, consisting of 60% Russell 3000 Value Index, 20% Alerian MLP Index and 20% MSCI US REIT Index. |
Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.
For current month-end performance, please call Franklin Templeton at 877-6LM-FUND/656-3863 or visit
https://www.franklintempleton.com/investments/options/mutual-funds.
https://www.franklintempleton.com/investments/options/mutual-funds.
Important data provider notices and terms available at www.franklintempletondatasources.com.
KEY FUND STATISTICS (as of October 31, 2025)
|
Total Net Assets
|
$354,598,345
|
|
Total Number of Portfolio Holdings
|
74
|
|
Total Management Fee Paid
|
$2,708,990
|
|
Portfolio Turnover Rate
|
79%
|
| ClearBridge Tactical Dividend Income Fund | PAGE 2 | 7407-ATSR-1225 |
WHAT DID THE FUND INVEST IN? (as of October 31, 2025)
Portfolio Composition*(% of Total Investments)
| * | Does not include derivatives, except purchased options, if any. |
|
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
|
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
HOUSEHOLDING
You will receive the Fund's shareholder reports every six months. In addition, you will receive an annual updated summary prospectus (detail prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the shareholder reports and summary prospectus. This process, called "householding," will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at 877-6LM-FUND/656-3863. At any time, you may view current prospectuses/summary prospectuses and shareholder reports on our website. If you choose, you may receive these documents through electronic delivery.
| ClearBridge Tactical Dividend Income Fund | PAGE 3 | 7407-ATSR-1225 |
|
ClearBridge Tactical Dividend Income Fund
|
|
|
Class I[LADIX]
|
Annual Shareholder Report | October 31, 2025
|
This annual shareholder reportcontains important information about ClearBridge Tactical Dividend Income Fund for the period November 1, 2024, to October 31, 2025.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Class I
|
$96
|
0.94%
|
| * | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
For the twelve months ended October 31, 2025, Class I shares of ClearBridge Tactical Dividend Income Fund returned 5.30%. The Fund compares its performance to the Dow Jones U.S. Select Dividend Index and the Composite Benchmark†, which returned 7.46% and 8.75%, respectively, for the same period.
PERFORMANCE HIGHLIGHTS
|
Top contributors to performance:
|
|
|
↑
|
Broadcom, in the information technology (IT) sector, develops semiconductors and software for a range of applications. The stock performed well as results from U.S. hyperscalers continued to validate increased capex in support of artificial intelligence (AI) efforts, where Broadcom is a leader in the market for custom silicon.
|
|
↑
|
Oracle, in the IT sector, is the dominant provider of on-premises database software for large enterprises globally. Shares were up on optimism surrounding its lower-cost data center architecture, which is well-suited for large-scale AI training workloads and is transforming Oracle into the fourth hyperscaler.
|
|
↑
|
Marvell Technology shares rose on positive sentiment for its custom silicon solutions, its strategic partnerships with hyperscalers Amazon and Microsoft and overall positive sentiment as hyperscalers diversify their semiconductor spending away from just buying off-the-shelf GPUs.
|
|
Top detractors from performance:
|
|
|
↓
|
Lineage was lower due to weakness in the real estate sector and concerns about revenue growth and broader macro uncertainties. The temperature-controlled warehouse REIT's outsize exposure to imported foods was also viewed as a liability as tariffs were announced in April.
|
|
↓
|
Merck was weaker along with the health care sector amid regulatory pressures such as potential tariffs on pharmaceutical imports.
|
|
↓
|
UnitedHealth Group shares dropped following news of higher utilization, increasing costs and revenue shortfalls in its Optum Health business. Concerns of poor execution were exacerbated by the resignation of its CEO and federal lawsuits against pharmacy benefit managers such as UnitedHealth's OptumRx.
|
| ClearBridge Tactical Dividend Income Fund | PAGE 1 | 7408-ATSR-1225 |
HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?
The Fund's past performance is not necessarily an indication of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
VALUE OF A $1,000,000 INVESTMENT - Class I 10/31/2015 - 10/31/2025
AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2025
|
1 Year
|
5 Year
|
10 Year
|
|
|
Class I
|
5.30
|
14.13
|
9.16
|
|
Russell 3000 Index
|
20.81
|
16.74
|
14.08
|
|
Dow Jones U.S. Select Dividend Index
|
7.46
|
15.45
|
10.40
|
|
Composite Benchmark†
|
8.75
|
16.49
|
8.79
|
| † | The Fund's Composite Benchmark is a representation of the performance of the major asset classes in which the Fund may typically invest, consisting of 60% Russell 3000 Value Index, 20% Alerian MLP Index and 20% MSCI US REIT Index. |
Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.
For current month-end performance, please call Franklin Templeton at 877-6LM-FUND/656-3863 or visit
https://www.franklintempleton.com/investments/options/mutual-funds.
https://www.franklintempleton.com/investments/options/mutual-funds.
Important data provider notices and terms available at www.franklintempletondatasources.com.
KEY FUND STATISTICS (as of October 31, 2025)
|
Total Net Assets
|
$354,598,345
|
|
Total Number of Portfolio Holdings
|
74
|
|
Total Management Fee Paid
|
$2,708,990
|
|
Portfolio Turnover Rate
|
79%
|
| ClearBridge Tactical Dividend Income Fund | PAGE 2 | 7408-ATSR-1225 |
WHAT DID THE FUND INVEST IN? (as of October 31, 2025)
Portfolio Composition*(% of Total Investments)
| * | Does not include derivatives, except purchased options, if any. |
|
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
|
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
HOUSEHOLDING
You will receive the Fund's shareholder reports every six months. In addition, you will receive an annual updated summary prospectus (detail prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the shareholder reports and summary prospectus. This process, called "householding," will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at 877-6LM-FUND/656-3863. At any time, you may view current prospectuses/summary prospectuses and shareholder reports on our website. If you choose, you may receive these documents through electronic delivery.
| ClearBridge Tactical Dividend Income Fund | PAGE 3 | 7408-ATSR-1225 |
|
ClearBridge Tactical Dividend Income Fund
|
|
|
Class IS[LCBDX]
|
Annual Shareholder Report | October 31, 2025
|
This annual shareholder reportcontains important information about ClearBridge Tactical Dividend Income Fund for the period November 1, 2024, to October 31, 2025.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 877-6LM-FUND/656-3863.
WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Class IS
|
$85
|
0.83%
|
| * | Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher. |
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
For the twelve months ended October 31, 2025, Class IS shares of ClearBridge Tactical Dividend Income Fund returned 5.41%. The Fund compares its performance to the Dow Jones U.S. Select Dividend Index and the Composite Benchmark†, which returned 7.46% and 8.75%, respectively, for the same period.
PERFORMANCE HIGHLIGHTS
|
Top contributors to performance:
|
|
|
↑
|
Broadcom, in the information technology (IT) sector, develops semiconductors and software for a range of applications. The stock performed well as results from U.S. hyperscalers continued to validate increased capex in support of artificial intelligence (AI) efforts, where Broadcom is a leader in the market for custom silicon.
|
|
↑
|
Oracle, in the IT sector, is the dominant provider of on-premises database software for large enterprises globally. Shares were up on optimism surrounding its lower-cost data center architecture, which is well-suited for large-scale AI training workloads and is transforming Oracle into the fourth hyperscaler.
|
|
↑
|
Marvell Technology shares rose on positive sentiment for its custom silicon solutions, its strategic partnerships with hyperscalers Amazon and Microsoft and overall positive sentiment as hyperscalers diversify their semiconductor spending away from just buying off-the-shelf GPUs.
|
|
Top detractors from performance:
|
|
|
↓
|
Lineage was lower due to weakness in the real estate sector and concerns about revenue growth and broader macro uncertainties. The temperature-controlled warehouse REIT's outsize exposure to imported foods was also viewed as a liability as tariffs were announced in April.
|
|
↓
|
Merck was weaker along with the health care sector amid regulatory pressures such as potential tariffs on pharmaceutical imports.
|
|
↓
|
UnitedHealth Group shares dropped following news of higher utilization, increasing costs and revenue shortfalls in its Optum Health business. Concerns of poor execution were exacerbated by the resignation of its CEO and federal lawsuits against pharmacy benefit managers such as UnitedHealth's OptumRx.
|
| ClearBridge Tactical Dividend Income Fund | PAGE 1 | 7089-ATSR-1225 |
HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?
The Fund's past performance is not necessarily an indication of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
VALUE OF A $1,000,000 INVESTMENT - Class IS 10/31/2015 - 10/31/2025
AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2025
|
1 Year
|
5 Year
|
10 Year
|
|
|
Class IS
|
5.41
|
14.24
|
9.22
|
|
Russell 3000 Index
|
20.81
|
16.74
|
14.08
|
|
Dow Jones U.S. Select Dividend Index
|
7.46
|
15.45
|
10.40
|
|
Composite Benchmark†
|
8.75
|
16.49
|
8.79
|
| † | The Fund's Composite Benchmark is a representation of the performance of the major asset classes in which the Fund may typically invest, consisting of 60% Russell 3000 Value Index, 20% Alerian MLP Index and 20% MSCI US REIT Index. |
Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.
For current month-end performance, please call Franklin Templeton at 877-6LM-FUND/656-3863 or visit
https://www.franklintempleton.com/investments/options/mutual-funds.
https://www.franklintempleton.com/investments/options/mutual-funds.
Important data provider notices and terms available at www.franklintempletondatasources.com.
KEY FUND STATISTICS (as of October 31, 2025)
|
Total Net Assets
|
$354,598,345
|
|
Total Number of Portfolio Holdings
|
74
|
|
Total Management Fee Paid
|
$2,708,990
|
|
Portfolio Turnover Rate
|
79%
|
| ClearBridge Tactical Dividend Income Fund | PAGE 2 | 7089-ATSR-1225 |
WHAT DID THE FUND INVEST IN? (as of October 31, 2025)
Portfolio Composition*(% of Total Investments)
| * | Does not include derivatives, except purchased options, if any. |
|
WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
|
|
|
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
|
|
|
• prospectus • proxy voting information • financial information • holdings • tax information
|
HOUSEHOLDING
You will receive the Fund's shareholder reports every six months. In addition, you will receive an annual updated summary prospectus (detail prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the shareholder reports and summary prospectus. This process, called "householding," will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at 877-6LM-FUND/656-3863. At any time, you may view current prospectuses/summary prospectuses and shareholder reports on our website. If you choose, you may receive these documents through electronic delivery.
| ClearBridge Tactical Dividend Income Fund | PAGE 3 | 7089-ATSR-1225 |
(b) Not applicable
| ITEM 2. | CODE OF ETHICS. |
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
| 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 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" Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
a) Audit Fees. The aggregate fees billed in the last two fiscal years ending October 31, 2024 and October 31, 2025 (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 $350,718 in October 31, 2024 and $354,225 in October 31, 2025.
b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant's financial statements were $0 in October 31, 2024 and $0 in October 31, 2025.
(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 $100,500 in October 31, 2024 and $100,500 in October 31, 2025. 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 the Registrant's investment manager and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the Registrant ("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 to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $0 in October 31, 2024 and $0 in October 31, 2025.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(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 the Registrant's investment manager 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 service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund ("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 the 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) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to the Registrant and the Service Affiliates during the reporting period were $811,835 in October 31, 2024 and $870,024 in October 31, 2025.
(h) Yes. The Registrant'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 Auditor's independence. All services provided by the Auditor to the Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR. |
| (b) | Not applicable. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
ClearBridge
Tactical Dividend Income Fund
Tactical Dividend Income Fund
Financial Statements and Other Important Information
Annual | October 31, 2025
Table of Contents
|
Schedule of Investments
|
1
|
|
Statement of Assets and Liabilities
|
6
|
|
Statement of Operations
|
8
|
|
Statements of Changes in Net Assets
|
9
|
|
Financial Highlights
|
10
|
|
Notes to Financial Statements
|
14
|
|
Report of Independent Registered Public Accounting Firm
|
27
|
|
Important Tax Information
|
28
|
|
Changes in and Disagreements with Accountants
|
29
|
|
Results of Meeting(s) of Shareholders
|
29
|
|
Remuneration Paid to Directors, Officers and Others
|
29
|
|
Board Approval of Management and Subadvisory Agreements
|
30
|
franklintempleton.com
Financial Statements and Other Important Information - Annual
Schedule of Investments October 31, 2025
ClearBridge Tactical Dividend Income Fund
(Percentages shown based on Fund net assets)
|
Security
|
|
|
|
Shares
|
Value
|
|
Common Stocks - 76.8%
|
|||||
|
Communication Services - 5.1%
|
|||||
|
Interactive Media & Services - 3.7%
|
|||||
|
Alphabet Inc., Class A Shares
|
27,514
|
$7,736,662
|
|||
|
Meta Platforms Inc., Class A Shares
|
8,272
|
5,363,151
|
|||
|
Total Interactive Media & Services
|
13,099,813
|
||||
|
Wireless Telecommunication Services - 1.4%
|
|||||
|
T-Mobile US Inc.
|
23,534
|
4,943,317
|
|||
|
|
|||||
|
Total Communication Services
|
18,043,130
|
||||
|
Consumer Discretionary - 0.9%
|
|||||
|
Household Durables - 0.9%
|
|||||
|
Lennar Corp., Class A Shares
|
25,400
|
3,143,758
|
|||
|
|
|||||
|
Consumer Staples - 5.1%
|
|||||
|
Beverages - 0.9%
|
|||||
|
Coca-Cola Co.
|
48,797
|
3,362,113
|
|||
|
Consumer Staples Distribution & Retail - 1.4%
|
|||||
|
Walmart Inc.
|
48,000
|
4,856,640
|
|||
|
Food Products - 1.3%
|
|||||
|
McCormick & Co. Inc., Non Voting Shares
|
69,373
|
4,450,972
|
|||
|
Household Products - 1.5%
|
|||||
|
Colgate-Palmolive Co.
|
23,467
|
1,808,132
|
|||
|
Procter & Gamble Co.
|
23,518
|
3,536,402
|
|||
|
Total Household Products
|
5,344,534
|
||||
|
|
|||||
|
Total Consumer Staples
|
18,014,259
|
||||
|
Energy - 7.7%
|
|||||
|
Oil, Gas & Consumable Fuels - 7.7%
|
|||||
|
Cheniere Energy Inc.
|
9,776
|
2,072,512
|
|||
|
Enbridge Inc.
|
94,812
|
4,420,135
|
|||
|
Kinder Morgan Inc.
|
248,241
|
6,501,432
|
|||
|
ONEOK Inc.
|
74,599
|
4,998,133
|
|||
|
TC Energy Corp.
|
71,600
|
3,591,456
|
|||
|
Williams Cos. Inc.
|
100,459
|
5,813,562
|
|||
|
|
|||||
|
Total Energy
|
27,397,230
|
||||
|
Financials - 9.6%
|
|||||
|
Banks - 5.3%
|
|||||
|
Bank of America Corp.
|
106,700
|
5,703,115
|
|||
|
Citigroup Inc.
|
57,535
|
5,824,268
|
|||
|
JPMorgan Chase & Co.
|
23,125
|
7,194,650
|
|||
|
Total Banks
|
18,722,033
|
||||
See Notes to Financial Statements.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
1
Schedule of Investments (cont'd) October 31, 2025
ClearBridge Tactical Dividend Income Fund
(Percentages shown based on Fund net assets)
|
Security
|
|
|
|
Shares
|
Value
|
|
|
|||||
|
Capital Markets - 4.3%
|
|||||
|
Blackstone Inc.
|
25,492
|
$3,738,147
|
|||
|
Blue Owl Capital Inc.
|
243,629
|
3,842,029
|
|||
|
Charles Schwab Corp.
|
30,206
|
2,855,071
|
|||
|
Goldman Sachs Group Inc.
|
3,100
|
2,447,047
|
|||
|
Intercontinental Exchange Inc.
|
16,210
|
2,371,361
|
|||
|
Total Capital Markets
|
15,253,655
|
||||
|
|
|||||
|
Total Financials
|
33,975,688
|
||||
|
Health Care - 7.2%
|
|||||
|
Biotechnology - 2.3%
|
|||||
|
AbbVie Inc.
|
29,264
|
6,380,722
|
|||
|
Amgen Inc.
|
6,130
|
1,829,376
|
|||
|
Total Biotechnology
|
8,210,098
|
||||
|
Health Care Providers & Services - 1.6%
|
|||||
|
McKesson Corp.
|
7,179
|
5,824,610
|
|||
|
Pharmaceuticals - 3.3%
|
|||||
|
Eli Lilly & Co.
|
2,332
|
2,012,189
|
|||
|
Johnson & Johnson
|
10,440
|
1,971,803
|
|||
|
Merck & Co. Inc.
|
44,220
|
3,802,036
|
|||
|
Roche Holding AG, ADR
|
92,113
|
3,721,365
|
|||
|
Total Pharmaceuticals
|
11,507,393
|
||||
|
|
|||||
|
Total Health Care
|
25,542,101
|
||||
|
Industrials - 9.4%
|
|||||
|
Aerospace & Defense - 4.3%
|
|||||
|
L3Harris Technologies Inc.
|
22,100
|
6,389,110
|
|||
|
Lockheed Martin Corp.
|
6,292
|
3,094,909
|
|||
|
Northrop Grumman Corp.
|
9,827
|
5,733,563
|
|||
|
Total Aerospace & Defense
|
15,217,582
|
||||
|
Electrical Equipment - 3.3%
|
|||||
|
Eaton Corp. PLC
|
13,772
|
5,254,844
|
|||
|
Emerson Electric Co.
|
46,731
|
6,522,246
|
|||
|
Total Electrical Equipment
|
11,777,090
|
||||
|
Ground Transportation - 1.0%
|
|||||
|
Union Pacific Corp.
|
16,562
|
3,649,768
|
|||
|
Machinery - 0.8%
|
|||||
|
Otis Worldwide Corp.
|
28,287
|
2,623,902
|
|||
|
|
|||||
|
Total Industrials
|
33,268,342
|
||||
|
Information Technology - 18.1%
|
|||||
|
Electronic Equipment, Instruments & Components - 0.7%
|
|||||
|
Amphenol Corp., Class A Shares
|
16,414
|
2,287,127
|
|||
See Notes to Financial Statements.
2
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
ClearBridge Tactical Dividend Income Fund
(Percentages shown based on Fund net assets)
|
Security
|
|
|
|
Shares
|
Value
|
|
|
|||||
|
Semiconductors & Semiconductor Equipment - 9.6%
|
|||||
|
ASML Holding NV, Registered Shares
|
4,264
|
$4,516,557
|
|||
|
Broadcom Inc.
|
19,923
|
7,364,138
|
|||
|
Marvell Technology Inc.
|
161,300
|
15,120,262
|
|||
|
QUALCOMM Inc.
|
39,353
|
7,118,958
|
|||
|
Total Semiconductors & Semiconductor Equipment
|
34,119,915
|
||||
|
Software - 5.2%
|
|||||
|
Microsoft Corp.
|
13,544
|
7,013,219
|
|||
|
Oracle Corp.
|
33,559
|
8,812,929
|
|||
|
Salesforce Inc.
|
9,803
|
2,552,799
|
|||
|
Total Software
|
18,378,947
|
||||
|
Technology Hardware, Storage & Peripherals - 2.6%
|
|||||
|
Apple Inc.
|
34,480
|
9,322,357
|
|||
|
|
|||||
|
Total Information Technology
|
64,108,346
|
||||
|
Materials - 1.0%
|
|||||
|
Metals & Mining - 1.0%
|
|||||
|
Freeport-McMoRan Inc.
|
84,848
|
3,538,162
|
|||
|
|
|||||
|
Real Estate - 5.7%
|
|||||
|
Industrial REITs - 1.5%
|
|||||
|
Prologis Inc.
|
43,208
|
5,361,681
|
|||
|
Residential REITs - 1.1%
|
|||||
|
Equity LifeStyle Properties Inc.
|
61,090
|
3,729,544
|
|||
|
Retail REITs - 0.4%
|
|||||
|
Agree Realty Corp.
|
21,600
|
1,577,016
|
|||
|
Specialized REITs - 2.7%
|
|||||
|
American Tower Corp.
|
8,710
|
1,558,916
|
|||
|
Digital Realty Trust Inc.
|
21,179
|
3,609,114
|
|||
|
Equinix Inc.
|
4,335
|
3,667,453
|
|||
|
VICI Properties Inc.
|
20,400
|
611,796
|
|||
|
Total Specialized REITs
|
9,447,279
|
||||
|
|
|||||
|
Total Real Estate
|
20,115,520
|
||||
|
Utilities - 7.0%
|
|||||
|
Electric Utilities - 5.1%
|
|||||
|
NextEra Energy Inc.
|
126,080
|
10,262,912
|
|||
|
PPL Corp.
|
219,917
|
8,031,369
|
|||
|
Total Electric Utilities
|
18,294,281
|
||||
|
Gas Utilities - 1.2%
|
|||||
|
Atmos Energy Corp.
|
24,879
|
4,272,222
|
|||
See Notes to Financial Statements.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
3
Schedule of Investments (cont'd) October 31, 2025
ClearBridge Tactical Dividend Income Fund
(Percentages shown based on Fund net assets)
|
Security
|
|
|
|
Shares
|
Value
|
|
|
|||||
|
Multi-Utilities - 0.7%
|
|||||
|
Public Service Enterprise Group Inc.
|
30,298
|
$2,440,807
|
|||
|
|
|||||
|
Total Utilities
|
25,007,310
|
||||
|
Total Common Stocks (Cost - $192,261,187)
|
272,153,846
|
||||
|
|
|
|
|
Shares/Units
|
|
|
Master Limited Partnerships - 9.3%
|
|||||
|
Diversified Energy Infrastructure - 6.1%
|
|||||
|
Energy Transfer LP
|
431,920
|
7,269,214
|
|||
|
Enterprise Products Partners LP
|
227,970
|
7,019,196
|
|||
|
Plains GP Holdings LP, Class A Shares
|
431,319
|
7,448,879
|
|||
|
Total Diversified Energy Infrastructure
|
21,737,289
|
||||
|
Oil/Refined Products - 2.2%
|
|||||
|
CrossAmerica Partners LP
|
102,990
|
2,181,328
|
|||
|
MPLX LP
|
78,680
|
3,993,797
|
|||
|
Sunoco LP
|
32,166
|
1,679,709
|
|||
|
Total Oil/Refined Products
|
7,854,834
|
||||
|
Petrochemicals - 1.0%
|
|||||
|
Westlake Chemical Partners LP
|
183,299
|
3,457,019
|
|||
|
|
|||||
|
Total Master Limited Partnerships (Cost - $9,302,310)
|
33,049,142
|
||||
|
|
|
Rate
|
|
Shares
|
|
|
Convertible Preferred Stocks - 8.2%
|
|||||
|
Financials - 3.8%
|
|||||
|
Capital Markets - 2.3%
|
|||||
|
Ares Management Corp., Non Voting Shares
|
6.750%
|
86,473
|
4,089,308
|
||
|
KKR & Co. Inc.
|
6.250%
|
88,037
|
4,315,574
|
||
|
Total Capital Markets
|
8,404,882
|
||||
|
Financial Services - 1.5%
|
|||||
|
Apollo Global Management Inc.
|
6.750%
|
79,846
|
5,217,137
|
||
|
|
|||||
|
Total Financials
|
13,622,019
|
||||
|
Industrials - 2.8%
|
|||||
|
Aerospace & Defense - 1.8%
|
|||||
|
Boeing Co.
|
6.000%
|
98,840
|
6,396,925
|
||
|
Trading Companies & Distributors - 1.0%
|
|||||
|
QXO Inc., Non Voting Shares
|
5.500%
|
69,557
|
3,550,885
|
||
|
|
|||||
|
Total Industrials
|
9,947,810
|
||||
|
Information Technology - 1.6%
|
|||||
|
Technology Hardware, Storage & Peripherals - 1.6%
|
|||||
|
Hewlett Packard Enterprise Co.
|
7.625%
|
81,500
|
5,507,770
|
||
|
|
|||||
|
Total Convertible Preferred Stocks (Cost - $26,309,622)
|
29,077,599
|
||||
See Notes to Financial Statements.
4
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
ClearBridge Tactical Dividend Income Fund
(Percentages shown based on Fund net assets)
|
Security
|
|
|
|
Shares
|
Value
|
|
Investments in Underlying Funds - 1.6%
|
|||||
|
Ares Capital Corp. (Cost - $5,128,331)
|
278,760
|
$5,672,766
(a)
|
|||
|
Total Investments before Short-Term Investments (Cost - $233,001,450)
|
339,953,353
|
||||
|
Security
|
|
Rate
|
|
|
|
|
Short-Term Investments - 4.5%
|
|||||
|
JPMorgan 100% U.S. Treasury Securities Money Market
Fund, Institutional Class
|
3.833%
|
8,039,854
|
8,039,854
(b)
|
||
|
Western Asset Premier Institutional U.S. Treasury
Reserves, Premium Shares
|
3.896%
|
8,039,854
|
8,039,854
(b)(c)
|
||
|
|
|||||
|
Total Short-Term Investments (Cost - $16,079,708)
|
16,079,708
|
||||
|
Total Investments - 100.4% (Cost - $249,081,158)
|
356,033,061
|
||||
|
Liabilities in Excess of Other Assets - (0.4)%
|
(1,434,716
)
|
||||
|
Total Net Assets - 100.0%
|
$354,598,345
|
||||
|
(a)
|
Security is a business development company (Note 1).
|
|
(b)
|
Rate shown is one-day yield as of the end of the reporting period.
|
|
(c)
|
In this instance, as defined in the Investment Company Act of 1940, an "Affiliated Company"represents Fund
ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common
ownership or control with the Fund. At October 31, 2025, the total market value of investments in Affiliated
Companies was $8,039,854 and the cost was $8,039,854 (Note 8).
|
|
Abbreviation(s) used in this schedule:
|
||
|
ADR
|
-
|
American Depositary Receipts
|
See Notes to Financial Statements.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
5
Statement of Assets and Liabilities October 31, 2025
|
Assets:
|
|
|
Investments in unaffiliated securities, at value (Cost - $241,041,304)
|
$347,993,207
|
|
Investments in affiliated securities, at value (Cost - $8,039,854)
|
8,039,854
|
|
Cash
|
72,933
|
|
Receivable for securities sold
|
4,518,216
|
|
Dividends receivable from unaffiliated investments
|
783,479
|
|
Receivable for Fund shares sold
|
33,824
|
|
Dividends receivable from affiliated investments
|
16,452
|
|
Prepaid expenses
|
33,870
|
|
Total Assets
|
361,491,835
|
|
Liabilities:
|
|
|
Payable for securities purchased
|
6,377,965
|
|
Investment management fee payable
|
226,886
|
|
Service and/or distribution fees payable
|
59,959
|
|
Payable for Fund shares repurchased
|
36,345
|
|
Trustees' fees payable
|
422
|
|
Accrued expenses
|
191,913
|
|
Total Liabilities
|
6,893,490
|
|
Total Net Assets
|
$354,598,345
|
|
Net Assets:
|
|
|
Par value (Note 7)
|
$142
|
|
Paid-in capital in excess of par value
|
244,029,583
|
|
Total distributable earnings (loss)
|
110,568,620
|
|
Total Net Assets
|
$354,598,345
|
See Notes to Financial Statements.
6
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
|
Net Assets:
|
|
|
Class A
|
$261,097,105
|
|
Class C
|
$4,456,097
|
|
Class I
|
$79,370,851
|
|
Class IS
|
$9,674,292
|
|
Shares Outstanding:
|
|
|
Class A
|
10,491,031
|
|
Class C
|
191,237
|
|
Class I
|
3,155,779
|
|
Class IS
|
384,931
|
|
Net Asset Value:
|
|
|
Class A (and redemption price)
|
$24.89
|
|
Class C*
|
$23.30
|
|
Class I (and redemption price)
|
$25.15
|
|
Class IS (and redemption price)
|
$25.13
|
|
Maximum Public Offering Price Per Share:
|
|
|
Class A (based on maximum initial sales charge of 5.50%)
|
$26.34
|
|
*
|
Redemption price per share is NAV of Class C shares reduced by a 1.00% CDSC if shares are redeemed within
one year from purchase payment (Note 2).
|
See Notes to Financial Statements.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
7
Statement of Operations For the Year Ended October 31, 2025
|
Investment Income:
|
|
|
Dividends from unaffiliated investments
|
$10,187,219
|
|
Dividends from affiliated investments
|
71,259
|
|
Less: Foreign taxes withheld
|
(92,534
)
|
|
Total Investment Income
|
10,165,944
|
|
Expenses:
|
|
|
Investment management fee (Note 2)
|
2,710,880
|
|
Service and/or distribution fees (Notes 2 and 5)
|
721,300
|
|
Transfer agent fees (Notes 2 and 5)
|
326,958
|
|
Registration fees
|
71,922
|
|
Fund accounting fees
|
68,164
|
|
Shareholder reports
|
52,376
|
|
Legal fees
|
42,625
|
|
Audit and tax fees
|
32,313
|
|
Trustees' fees
|
18,525
|
|
Commitment fees (Note 9)
|
3,158
|
|
Insurance
|
2,181
|
|
Custody fees
|
2,015
|
|
Franchise taxes
|
980
|
|
Miscellaneous expenses
|
10,511
|
|
Total Expenses
|
4,063,908
|
|
Less: Fee waivers and/or expense reimbursements (Notes 2 and 5)
|
(1,890
)
|
|
Net Expenses
|
4,062,018
|
|
Net Investment Income
|
6,103,926
|
|
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions
(Notes 1 and 3):
|
|
|
Net Realized Gain (Loss) From:
|
|
|
Investment transactions in unaffiliated securities
|
39,664,564
|
|
Foreign currency transactions
|
(1,303
)
|
|
Net Realized Gain
|
39,663,261
|
|
Change in Net Unrealized Appreciation (Depreciation) From Unaffiliated
Investments
|
(28,052,019
)
|
|
Net Gain on Investments and Foreign Currency Transactions
|
11,611,242
|
|
Increase in Net Assets From Operations
|
$17,715,168
|
See Notes to Financial Statements.
8
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
Statements of Changes in Net Assets
|
For the Years Ended October 31,
|
2025
|
2024
|
|
Operations:
|
||
|
Net investment income
|
$6,103,926
|
$7,471,490
|
|
Net realized gain
|
39,663,261
|
38,938,364
|
|
Change in net unrealized appreciation (depreciation)
|
(28,052,019
)
|
44,694,231
|
|
Increase in Net Assets From Operations
|
17,715,168
|
91,104,085
|
|
Distributions to Shareholders From (Notes 1 and 6):
|
||
|
Total distributable earnings
|
(11,488,999
)
|
(7,678,642
)
|
|
Return of capital
|
-
|
(4,146,661
)
|
|
Decrease in Net Assets From Distributions to Shareholders
|
(11,488,999
)
|
(11,825,303
)
|
|
Fund Share Transactions (Note 7):
|
||
|
Net proceeds from sale of shares
|
24,907,962
|
38,732,727
|
|
Reinvestment of distributions
|
11,065,704
|
11,425,908
|
|
Cost of shares repurchased
|
(56,001,412
)
|
(54,944,803
)
|
|
Decrease in Net Assets From Fund Share Transactions
|
(20,027,746
)
|
(4,786,168
)
|
|
Increase (Decrease) in Net Assets
|
(13,801,577
)
|
74,492,614
|
|
Net Assets:
|
||
|
Beginning of year
|
368,399,922
|
293,907,308
|
|
End of year
|
$354,598,345
|
$368,399,922
|
See Notes to Financial Statements.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
9
Financial Highlights
|
For a share of each class of beneficial interest outstanding throughout each year ended October 31:
|
|||||
|
Class A Shares1
|
2025
|
2024
|
2023
|
2022
|
2021
|
|
Net asset value, beginning of year
|
$24.44
|
$19.23
|
$18.85
|
$21.41
|
$15.65
|
|
Income (loss) from operations:
|
|||||
|
Net investment income
|
0.40
|
0.48
|
0.32
|
0.49
|
0.48
|
|
Net realized and unrealized gain (loss)
|
0.82
|
5.51
|
0.83
|
(2.27
)
|
6.06
|
|
Total income (loss) from operations
|
1.22
|
5.99
|
1.15
|
(1.78)
|
6.54
|
|
Less distributions from:
|
|||||
|
Net investment income
|
(0.77
)
|
(0.51
)
|
(0.62
)
|
(0.49
)
|
(0.50
)
|
|
Return of capital
|
-
|
(0.27
)
|
(0.15
)
|
(0.29
)
|
(0.28
)
|
|
Total distributions
|
(0.77
)
|
(0.78
)
|
(0.77
)
|
(0.78
)
|
(0.78
)
|
|
Net asset value, end of year
|
$24.89
|
$24.44
|
$19.23
|
$18.85
|
$21.41
|
|
Total return2
|
5.09
%
|
31.47
%
|
6.14
%
|
(8.37
)%
|
42.46
%
|
|
Net assets, end of year (millions)
|
$261
|
$272
|
$221
|
$217
|
$238
|
|
Ratios to average net assets:
|
|||||
|
Gross expenses
|
1.17
%
|
1.18
%
|
1.20
%
|
1.19
%
|
1.18
%
|
|
Net expenses3,4
|
1.17
|
1.18
|
1.19
|
1.19
|
1.18
|
|
Net investment income
|
1.64
|
2.14
|
1.61
|
2.44
|
2.44
|
|
Portfolio turnover rate
|
79
%
|
59
%
|
57
%
|
19
%
|
38
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
Performance figures, exclusive of sales charges, may reflect compensating balance arrangements, fee waivers
and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or
expense reimbursements, the total return would have been lower. Past performance is no guarantee of future
results.
|
|
3
|
As a result of an expense limitation arrangement, effective May 21, 2021, the ratio of total annual fund operating
expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and
expenses, to average net assets of Class A shares did not exceed 1.19%. This expense limitation arrangement
cannot be terminated prior to December 31, 2027 without the Board of Trustees' consent. In addition, the manager
has agreed to waive the Fund's management fee to an extent sufficient to offset the net management fee payable
in connection with any investment in an affiliated money market fund. Prior to May 21, 2021, the expense
limitation was 1.25%.
|
|
4
|
Reflects fee waivers and/or expense reimbursements.
|
See Notes to Financial Statements.
10
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
|
For a share of each class of beneficial interest outstanding throughout each year ended October 31:
|
|||||
|
Class C Shares1
|
2025
|
2024
|
2023
|
2022
|
2021
|
|
Net asset value, beginning of year
|
$22.94
|
$18.10
|
$17.77
|
$20.20
|
$14.79
|
|
Income (loss) from operations:
|
|||||
|
Net investment income
|
0.21
|
0.30
|
0.16
|
0.31
|
0.35
|
|
Net realized and unrealized gain (loss)
|
0.76
|
5.17
|
0.79
|
(2.12
)
|
5.68
|
|
Total income (loss) from operations
|
0.97
|
5.47
|
0.95
|
(1.81)
|
6.03
|
|
Less distributions from:
|
|||||
|
Net investment income
|
(0.61
)
|
(0.41
)
|
(0.50
)
|
(0.40
)
|
(0.40
)
|
|
Return of capital
|
-
|
(0.22
)
|
(0.12
)
|
(0.22
)
|
(0.22
)
|
|
Total distributions
|
(0.61
)
|
(0.63
)
|
(0.62
)
|
(0.62
)
|
(0.62
)
|
|
Net asset value, end of year
|
$23.30
|
$22.94
|
$18.10
|
$17.77
|
$20.20
|
|
Total return2
|
4.31
%
|
30.49
%
|
5.38
%
|
(9.00
)%
|
41.34
%
|
|
Net assets, end of year (000s)
|
$4,456
|
$6,473
|
$8,179
|
$14,439
|
$31,509
|
|
Ratios to average net assets:
|
|||||
|
Gross expenses
|
1.91
%
|
1.92
%
|
1.94
%
|
1.93
%
|
1.93
%
|
|
Net expenses3,4
|
1.91
|
1.92
|
1.94
|
1.93
|
1.93
|
|
Net investment income
|
0.91
|
1.43
|
0.86
|
1.63
|
1.93
|
|
Portfolio turnover rate
|
79
%
|
59
%
|
57
%
|
19
%
|
38
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
Performance figures, exclusive of CDSC, may reflect compensating balance arrangements, fee waivers and/or
expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense
reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
|
3
|
As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average
net assets of Class C shares did not exceed 2.00%. This expense limitation arrangement cannot be terminated
prior to December 31, 2027 without the Board of Trustees' consent. In addition, the manager has agreed to waive
the Fund's management fee to an extent sufficient to offset the net management fee payable in connection with
any investment in an affiliated money market fund.
|
|
4
|
Reflects fee waivers and/or expense reimbursements.
|
See Notes to Financial Statements.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
11
Financial Highlights (cont'd)
|
For a share of each class of beneficial interest outstanding throughout each year ended October 31:
|
|||||
|
Class I Shares1
|
2025
|
2024
|
2023
|
2022
|
2021
|
|
Net asset value, beginning of year
|
$24.69
|
$19.42
|
$19.02
|
$21.59
|
$15.78
|
|
Income (loss) from operations:
|
|||||
|
Net investment income
|
0.46
|
0.54
|
0.37
|
0.55
|
0.55
|
|
Net realized and unrealized gain (loss)
|
0.83
|
5.56
|
0.85
|
(2.29
)
|
6.08
|
|
Total income (loss) from operations
|
1.29
|
6.10
|
1.22
|
(1.74)
|
6.63
|
|
Less distributions from:
|
|||||
|
Net investment income
|
(0.83
)
|
(0.54
)
|
(0.66
)
|
(0.53
)
|
(0.53
)
|
|
Return of capital
|
-
|
(0.29
)
|
(0.16
)
|
(0.30
)
|
(0.29
)
|
|
Total distributions
|
(0.83
)
|
(0.83
)
|
(0.82
)
|
(0.83
)
|
(0.82
)
|
|
Net asset value, end of year
|
$25.15
|
$24.69
|
$19.42
|
$19.02
|
$21.59
|
|
Total return2
|
5.30
%
|
31.74
%
|
6.44
%
|
(8.12
)%
|
42.74
%
|
|
Net assets, end of year (000s)
|
$79,371
|
$77,612
|
$55,718
|
$54,503
|
$63,644
|
|
Ratios to average net assets:
|
|||||
|
Gross expenses
|
0.94
%
|
0.94
%
|
0.95
%
|
0.95
%
|
0.92
%
|
|
Net expenses3,4
|
0.94
|
0.94
|
0.95
|
0.95
|
0.92
|
|
Net investment income
|
1.87
|
2.36
|
1.85
|
2.67
|
2.79
|
|
Portfolio turnover rate
|
79
%
|
59
%
|
57
%
|
19
%
|
38
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements.
In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total
return would have been lower. Past performance is no guarantee of future results.
|
|
3
|
As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average
net assets of Class I shares did not exceed 1.00%. This expense limitation arrangement cannot be terminated prior
to December 31, 2027 without the Board of Trustees' consent. In addition, the manager has agreed to waive the
Fund's management fee to an extent sufficient to offset the net management fee payable in connection with any
investment in an affiliated money market fund.
|
|
4
|
Reflects fee waivers and/or expense reimbursements.
|
See Notes to Financial Statements.
12
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
|
For a share of each class of beneficial interest outstanding throughout each year ended October 31:
|
|||||
|
Class IS Shares1
|
2025
|
2024
|
2023
|
2022
|
2021
|
|
Net asset value, beginning of year
|
$24.67
|
$19.40
|
$19.01
|
$21.58
|
$15.77
|
|
Income (loss) from operations:
|
|||||
|
Net investment income
|
0.49
|
0.56
|
0.40
|
0.56
|
0.54
|
|
Net realized and unrealized gain (loss)
|
0.82
|
5.56
|
0.82
|
(2.28
)
|
6.11
|
|
Total income (loss) from operations
|
1.31
|
6.12
|
1.22
|
(1.72)
|
6.65
|
|
Less distributions from:
|
|||||
|
Net investment income
|
(0.85
)
|
(0.55
)
|
(0.67
)
|
(0.53
)
|
(0.54
)
|
|
Return of capital
|
-
|
(0.30
)
|
(0.16
)
|
(0.32
)
|
(0.30
)
|
|
Total distributions
|
(0.85
)
|
(0.85
)
|
(0.83
)
|
(0.85
)
|
(0.84
)
|
|
Net asset value, end of year
|
$25.13
|
$24.67
|
$19.40
|
$19.01
|
$21.58
|
|
Total return2
|
5.41
%
|
31.89
%
|
6.49
%
|
(8.02
)%
|
42.90
%
|
|
Net assets, end of year (000s)
|
$9,674
|
$11,909
|
$9,333
|
$16,130
|
$28,589
|
|
Ratios to average net assets:
|
|||||
|
Gross expenses
|
0.83
%
|
0.84
%
|
0.85
%
|
0.84
%
|
0.84
%
|
|
Net expenses3,4
|
0.83
|
0.84
|
0.85
|
0.84
|
0.84
|
|
Net investment income
|
1.97
|
2.47
|
2.04
|
2.74
|
2.74
|
|
Portfolio turnover rate
|
79
%
|
59
%
|
57
%
|
19
%
|
38
%
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements.
In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total
return would have been lower. Past performance is no guarantee of future results.
|
|
3
|
As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than
interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average
net assets of Class IS shares did not exceed 0.90%. In addition, the ratio of total annual fund operating expenses
for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These
expense limitation arrangements cannot be terminated prior to December 31, 2027 without the Board of Trustees'
consent. In addition, the manager has agreed to waive the Fund's management fee to an extent sufficient to offset
the net management fee payable in connection with any investment in an affiliated money market fund.
|
|
4
|
Reflects fee waivers and/or expense reimbursements.
|
See Notes to Financial Statements.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
13
Notes to Financial Statements
1. Organization and significant accounting policies
ClearBridge Tactical Dividend Income Fund (the "Fund") is a separate diversified investment series of Legg Mason Partners Investment Trust (the "Trust"). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company.
The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services - Investment Companies("ASC 946"). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles ("GAAP"), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund's Board of Trustees (the "Board").
Pursuant to policies adopted by the Board, the Fund's manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The
14
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
Fund's manager is assisted by the Global Fund Valuation Committee (the "Valuation Committee"). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund's pricing policies, and reporting to the Fund's manager and the Board. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer's financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts' research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board, 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 quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
15
Notes to Financial Statements (cont'd)
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
•
Level 1 - unadjusted quoted prices in active markets for identical investments
•
Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
•
Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Fund's assets carried at fair value:
|
ASSETS
|
||||
|
Description
|
Quoted Prices
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
|
Long-Term Investments†:
|
||||
|
Common Stocks
|
$272,153,846
|
-
|
-
|
$272,153,846
|
|
Master Limited Partnerships
|
33,049,142
|
-
|
-
|
33,049,142
|
|
Convertible Preferred Stocks
|
29,077,599
|
-
|
-
|
29,077,599
|
|
Investments in Underlying Funds
|
5,672,766
|
-
|
-
|
5,672,766
|
|
Total Long-Term Investments
|
339,953,353
|
-
|
-
|
339,953,353
|
|
Short-Term Investments†
|
16,079,708
|
-
|
-
|
16,079,708
|
|
Total Investments
|
$356,033,061
|
-
|
-
|
$356,033,061
|
|
†
|
See Schedule of Investments for additional detailed categorizations.
|
(b) Business development companies. The Fund may invest in securities of closed-end investment companies that have elected to be treated as a business development company under the 1940 Act. The Fund may purchase a business development company to gain exposure to the securities in the underlying portfolio. The risks of owning a business development company generally reflect the risks of owning the underlying securities. Business development companies have expenses that reduce their value.
(c) Master limited partnerships. The Fund may not invest more than 25% of the value of its total assets in the securities of Master Limited Partnerships ("MLPs") that are treated for U.S. federal income tax purposes as qualified publicly traded partnerships. This 25% limitation applies generally to MLPs that focus on commodity and energy-related industries. Entities commonly referred to as "MLPs" are generally organized under state law as limited partnerships or limited liability companies. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive
16
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
at least 90% of its income from qualifying sources such as interest, dividends, real estate rents, gain from the sale or disposition of real property, income and gain from mineral or natural resources activities, income and gain from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the partnership. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The MLPs themselves generally do not pay U.S. federal income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.
(d) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of,
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
17
Notes to Financial Statements (cont'd)
among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(e) Foreign investment risks. The Fund's investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(f) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities) is recorded on the accrual basis. Amortization of premiums and accretion of discounts on debt securities are recorded to interest income over the lives of the respective securities, except for premiums on certain callable debt securities, which are amortized to the earliest call date. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.
(g) Return of capital estimates. Distributions received from the Fund's investments in MLPs generally are comprised of income and return of capital and distributions received from the Fund's investments in Real Estate Investment Trusts ("REITs") generally are comprised of income, realized capital gains and return of capital. The Fund records investment income, realized capital gains and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP or REIT and other industry sources. These estimates may subsequently be revised based on information received from the MLPs and REITs after their tax reporting periods are concluded.
(h) Partnership accounting policy. The Fund records its pro rata share of the income (loss) and capital gains (losses), to the extent of distributions it has received, allocated from the underlying partnerships and accordingly adjusts the cost basis of the underlying partnerships for return of capital. These amounts are included in the Fund's Statement of Operations.
18
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
(i) Distributions to shareholders. Distributions are declared and paid on a quarterly basis to shareholders of the Fund and are recorded on ex-dividend date. The Fund intends to distribute all of its net investment income earned each quarter and any cash received during the quarter from its investments in MLPs and REITs. The Fund intends to distribute the cash received from MLPs and REITs even if all or a portion of that cash may represent a return of capital to the Fund. The Fund may distribute additional amounts if required under the income tax regulations. Distributions of net realized gains, if any, are declared at least annually. The character of distributions made to shareholders during the period may differ from their ultimate characterization for federal income tax purposes.
(j) Share class accounting. Investment income, common expenses and realized/unrealizedgains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.
(k) Compensating balance arrangements. The Fund had an arrangement with its custodian bank whereby a portion of the custodian's fees was paid indirectly by credits earned on the Fund's cash on deposit with the bank. Effective April 1, 2025, credits earned, if any, are recognized as income.
(l) Federal and other taxes. It is the Fund's policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the "Code"), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund's financial statements.
The Fund may invest in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLP's taxable income in computing its own taxable income. The distributions paid by the MLPs generally do not constitute income for tax purposes. Each MLP may allocate losses to the Fund which are generally not deductible in computing the Fund's taxable income until such time as that particular MLP either generates income to offset those losses or the Fund disposes of units in that MLP. This may result in the Fund's taxable income being substantially different than its book income in any given year. As a result, the Fund may have insufficient taxable income to support its distributions paid resulting in a return of capital to shareholders. A return of capital distribution is generally not treated as taxable income to shareholders and instead reduces a shareholder's basis in their shares of the Fund.
The Fund, and entities in which the Fund invests, may be subject to audit by the Internal Revenue Service or other applicable tax authorities. The Fund's taxable income or tax liability for prior taxable years could be adjusted if there is an audit of the Fund, or of any entity that is treated as a partnership for tax purposes in which the Fund holds an equity
The Fund, and entities in which the Fund invests, may be subject to audit by the Internal Revenue Service or other applicable tax authorities. The Fund's taxable income or tax liability for prior taxable years could be adjusted if there is an audit of the Fund, or of any entity that is treated as a partnership for tax purposes in which the Fund holds an equity
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
19
Notes to Financial Statements (cont'd)
interest. The Fund may be required to pay a fund-level tax as a result of such an adjustment or may pay a "deficiency dividend" to its current shareholders in order to avoid a fund-level tax associated with the adjustment. The Fund could also be required to pay interest and penalties in connection with such an adjustment.
Management has analyzed the Fund's tax positions taken on income tax returns for all open tax years and has concluded that as of October 31, 2025, no provision for income tax is required in the Fund's financial statements. The Fund's federal and state income and federal excise tax returns for the prior three fiscal years are subject to examination by the Internal Revenue Service and state departments of revenue.
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(m) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:
|
|
Total Distributable
Earnings (Loss)
|
Paid-in
Capital
|
|
|
$220,111
|
$(220,111)
|
(a)
Reclassifications are due to distributions paid in connection with the redemption of Fund shares and differences between actual and estimated information for the prior year related to the Fund's investments in REITs and MLPs.
2. Investment management agreementand other transactions with affiliates
Franklin Templeton Fund Adviser, LLC ("FTFA") is the Fund's investment manager and ClearBridge Investments, LLC ("ClearBridge") is the Fund's subadviser. Western Asset Management Company, LLC ("Western Asset") manages the portion of the Fund's cash and short-term instruments allocated to it. FTFA, ClearBridge and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. ("Franklin Resources").
Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, in accordance with the following breakpoint schedule:
|
Average Daily Net Assets
|
Annual Rate
|
|
First $1 billion
|
0.750
%
|
|
Next $1 billion
|
0.725
|
|
Next $3 billion
|
0.700
|
|
Next $5 billion
|
0.675
|
|
Over $10 billion
|
0.650
|
FTFA provides administrative and certain oversight services to the Fund. FTFA delegates to the subadviser the day-to-day portfolio management of the Fund, except for the management of the portion of the Fund's cash and short-term instruments allocated to
20
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
Western Asset. For its services, FTFA pays ClearBridge a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund. For Western Asset's services to the Fund, FTFA pays Western Asset monthly 0.02% of the portion of the Fund's average daily net assets that are allocated to Western Asset by FTFA.
As a result of expense limitation arrangements between the Fund and FTFA, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A, Class C, Class I and Class IS shares did not exceed 1.19%, 2.00%, 1.00% and 0.90%, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2027 without the Board's consent. In addition, the manager has agreed to waive the Fund's management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the "affiliated money market fund waiver"). The affiliated money market fund waiver is not subject to the recapture provision discussed below.
During the year ended October 31, 2025, fees waived and/or expenses reimbursed amounted to $1,890, all of which was an affiliated money market fund waiver.
During the year ended October 31, 2025, fees waived and/or expenses reimbursed amounted to $1,890, all of which was an affiliated money market fund waiver.
FTFA is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class' total annual fund operating expenses have fallen to a level below the expense limitation ("expense cap") in effect at the time the fees were earned or the expenses incurred. In no case will FTFA recapture any amount that would result, on any particular business day of the Fund, in the class' total annual fund operating expenses exceeding the expense cap or any other lower limit then in effect.
Franklin Distributors, LLC ("Franklin Distributors") serves as the Fund's sole and exclusive distributor. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources. Franklin Templeton Investor Services, LLC ("Investor Services") serves as the Fund's shareholder servicing agent and acts as the Fund's transfer agent and dividend-paying agent. Investor Services is an indirect, wholly-owned subsidiary of Franklin Resources. Each class of shares of the Fund pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. Investor Services charges account-basedfees based on the number of individual shareholder accounts, as well as a fixed percentage fee based on the total account-based fees charged. In addition, each class reimburses Investor Services for out of pocket expenses incurred. For the year ended October 31, 2025, the Fund incurred transfer agent fees as reported on the Statement of Operations, of which $7,572 was earned by Investor Services.
There is a maximum initial sales charge of 5.50% for Class A shares. There is a contingent deferred sales charge ("CDSC") of 1.00% on Class C shares, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
21
Notes to Financial Statements (cont'd)
This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by Franklin Distributors, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.
For the year ended October 31, 2025, sales charges retained by and CDSCs paid to Franklin Distributors and its affiliates, if any, were as follows:
|
|
Class A
|
Class C
|
|
Sales charges
|
$20,389
|
-
|
|
CDSCs
|
946
|
$167
|
All officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust.
3. Investments
During the year ended October 31, 2025, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
|
Purchases
|
$283,771,330
|
|
Sales
|
319,025,617
|
At October 31, 2025, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
|
Securities
|
$249,892,018
|
$108,209,620
|
$(2,068,577)
|
$106,141,043
|
4. Derivative instruments and hedging activities
During the year ended October 31, 2025, the Fund did not invest in derivative instruments.
5. Class specific expenses, waivers and/or expense reimbursements
The Fund has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan the Fund pays service and/or distribution fees with respect to its Class A and Class C shares calculated at the annual rate of 0.25% and 1.00% of the average daily net assets of each class, respectively. Service and/or distribution fees are accrued daily and paid monthly.
22
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
For the year ended October 31, 2025, class specific expenses were as follows:
|
|
Service and/or
Distribution Fees
|
Transfer Agent
Fees
|
|
Class A
|
$666,947
|
$237,678
|
|
Class C
|
54,353
|
4,006
|
|
Class I
|
-
|
85,136
|
|
Class IS
|
-
|
138
|
|
Total
|
$721,300
|
$326,958
|
For the year ended October 31, 2025, waivers and/or expense reimbursements by class were as follows:
|
|
Waivers/Expense
Reimbursements
|
|
Class A
|
$1,394
|
|
Class C
|
28
|
|
Class I
|
410
|
|
Class IS
|
58
|
|
Total
|
$1,890
|
6. Distributions to shareholders by class
|
|
Year Ended
October 31, 2025
|
Year Ended
October 31, 2024
|
|
Net Investment Income:
|
||
|
Class A
|
$8,370,935
|
$5,685,700
|
|
Class C
|
142,229
|
143,696
|
|
Class I
|
2,591,088
|
1,561,345
|
|
Class IS
|
384,747
|
287,901
|
|
Total
|
$11,488,999
|
$7,678,642
|
|
Return of Capital:
|
||
|
Class A
|
-
|
$3,070,422
|
|
Class C
|
-
|
77,599
|
|
Class I
|
-
|
843,166
|
|
Class IS
|
-
|
155,474
|
|
Total
|
-
|
$4,146,661
|
7. Shares of beneficial interest
At October 31, 2025, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
23
Notes to Financial Statements (cont'd)
Transactions in shares of each class were as follows:
|
|
Year Ended
October 31, 2025
|
Year Ended
October 31, 2024
|
||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
|
Class A
|
||||
|
Shares sold
|
536,251
|
$13,210,352
|
718,632
|
$16,153,320
|
|
Shares issued on reinvestment
|
328,276
|
8,052,786
|
369,506
|
8,453,926
|
|
Shares repurchased
|
(1,519,650
)
|
(37,142,640
)
|
(1,416,116
)
|
(31,939,004
)
|
|
Net decrease
|
(655,123
)
|
$(15,879,502
)
|
(327,978
)
|
$(7,331,758
)
|
|
Class C
|
||||
|
Shares sold
|
13,218
|
$304,034
|
26,780
|
$554,935
|
|
Shares issued on reinvestment
|
6,180
|
142,102
|
10,369
|
221,295
|
|
Shares repurchased
|
(110,327
)
|
(2,552,447
)
|
(206,772
)
|
(4,352,565
)
|
|
Net decrease
|
(90,929
)
|
$(2,106,311
)
|
(169,623
)
|
$(3,576,335
)
|
|
Class I
|
||||
|
Shares sold
|
419,763
|
$10,383,183
|
877,514
|
$19,793,421
|
|
Shares issued on reinvestment
|
100,349
|
2,486,560
|
99,558
|
2,307,800
|
|
Shares repurchased
|
(508,429
)
|
(12,563,375
)
|
(702,787
)
|
(15,780,269
)
|
|
Net increase
|
11,683
|
$306,368
|
274,285
|
$6,320,952
|
|
Class IS
|
||||
|
Shares sold
|
40,127
|
$1,010,393
|
104,456
|
$2,231,051
|
|
Shares issued on reinvestment
|
15,535
|
384,256
|
19,214
|
442,887
|
|
Shares repurchased
|
(153,547
)
|
(3,742,950
)
|
(122,033
)
|
(2,872,965
)
|
|
Net increase (decrease)
|
(97,885
)
|
$(2,348,301
)
|
1,637
|
$(199,027
)
|
8. Transactions with affiliated company
As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended October 31, 2025. The following transactions were effected in such company for the year ended October 31, 2025.
|
|
Affiliate
Value at
October 31,
2024
|
Purchased
|
Sold
|
||
|
Cost
|
Shares
|
Proceeds
|
Shares
|
||
|
Western Asset
Premier
Institutional U.S.
Treasury Reserves,
Premium Shares
|
$1,398,430
|
$63,470,312
|
63,470,312
|
$56,828,888
|
56,828,888
|
24
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
|
(cont'd)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
October 31,
2025
|
|
Western Asset Premier
Institutional U.S.
Treasury Reserves,
Premium Shares
|
-
|
$71,259
|
-
|
$8,039,854
|
9. Redemption facility
The Fund, together with other U.S. registered and foreign investment funds (collectively, the "Borrowers") managed by Franklin Resources or its affiliates, is a borrower in a joint syndicated senior unsecured credit facility totaling $2.995 billion (the "Global Credit Facility"). The Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. Unless renewed, the Global Credit Facility will terminate on January 30, 2026.
Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in the Statement of Operations. The Fund did not utilize the Global Credit Facility during the year ended October 31, 2025.
10. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended October 31, was as follows:
|
|
2025
|
2024
|
|
Distributions paid from:
|
||
|
Ordinary income
|
$11,488,999
|
$7,678,642
|
|
Tax return of capital
|
-
|
4,146,661
|
|
Total distributions paid
|
$11,488,999
|
$11,825,303
|
As of October 31, 2025, the components of distributable earnings (loss) on a tax basis were as follows:
|
Undistributed ordinary income - net
|
$1,822,673
|
|
Undistributed long-term capital gains - net
|
4,444,685
|
|
Total undistributed earnings
|
$6,267,358
|
|
Other book/tax temporary differences(a)
|
(1,839,782)
|
|
Unrealized appreciation (depreciation)(b)
|
106,141,044
|
|
Total distributable earnings (loss) - net
|
$110,568,620
|
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
25
Notes to Financial Statements (cont'd)
|
(a)
|
Other book/tax temporary differences are attributable to book/tax differences in the treatment of certain passive
activity losses from partnership investments.
|
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax
deferral of losses on wash sales, the difference between the book and tax cost basis in partnership investments
and other book/tax basis adjustments.
|
11. Recent accounting pronouncement
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The amendments enhance income tax disclosures by requiring greater disaggregation in the rate reconciliation and income taxes paid by jurisdiction, while removing certain disclosure requirements. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. Management is currently evaluating the impact and believes that the adoption of the ASU will not have a material impact on the financial statements.
12. Operating segments
The Fund operates as a single operating segment, which is an investment portfolio. A management group assigned to the Fund within the Fund's investment manager serves as the Chief Operating Decision Maker ("CODM") and is responsible for evaluating the Fund's operating results and allocating resources in accordance with the Fund's investment strategy. Internal reporting provided to the CODM aligns with the accounting policies and measurement principles used in the financial statements.
For information regarding segment assets, segment profit or loss, and significant expenses, refer to the Statement of Assets and Liabilities and the Statement of Operations, along with the related Notes to Financial Statements. The Fund's Schedule of Investments provides details of the Fund's investments that generate returns such as interest, dividends, and realized and unrealized gains or losses. Performance metrics, including portfolio turnover and expense ratios, are disclosed in the Financial Highlights.
26
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Legg Mason Partners Investment Trust and Shareholders of ClearBridge Tactical Dividend Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of ClearBridge Tactical Dividend Income Fund (one of the funds constituting Legg Mason Partners Investment Trust, referred to hereafter as the "Fund") as of October 31, 2025, the related statement of operations for the year ended October 31, 2025, the statement of changes in net assets for each of the two years in the period ended October 31, 2025, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2025 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2025, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2025 and the financial highlights for each of the five years in the period ended October 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2025 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
December 18, 2025
December 18, 2025
We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.
ClearBridge Tactical Dividend Income Fund 2025 Annual Report
27
Important Tax Information (unaudited)
By mid-February, tax information related to a shareholder's proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.
The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.
The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended October 31, 2025:
|
|
Pursuant to:
|
Amount Reported
|
|
Long-Term Capital Gain Dividends Distributed
|
§852(b)(3)(C)
|
$779,446
|
|
Income Eligible for Dividends Received Deduction (DRD)
|
§854(b)(1)(A)
|
$7,158,709
|
|
Qualified Dividend Income Earned (QDI)
|
§854(b)(1)(B)
|
$7,706,831
|
|
Qualified Net Interest Income (QII)
|
§871(k)(1)(C)
|
$107,846
|
|
Qualified Business Income Dividends Earned
|
§199A
|
$927,594
|
|
Section 163(j) Interest Earned
|
§163(j)
|
$141,505
|
|
Interest Earned from Federal Obligations
|
Note (1)
|
$141,505
|
Note (1) - 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. Shareholders are advised to consult with their tax advisors to determine if any portion of the dividends received is exempt from state income taxes.
28
ClearBridge Tactical Dividend Income Fund
|
Changes in and Disagreements with Accountants
|
For the period covered by this report
|
|
Not applicable.
|
|
|
Results of Meeting(s) of Shareholders
|
For the period covered by this report
|
|
Not applicable.
|
|
|
Remuneration Paid to Directors, Officers and Others
|
For the period covered by this report
|
|
Refer to the financial statements included herein.
|
|
ClearBridge Tactical Dividend Income Fund
29
Board Approval of Management and Subadvisory Agreements (unaudited)
At an in-person meeting of the Board of Trustees of Legg Mason Partners Investment Trust (the "Trust") held on May 6-7, 2025, the Board, including the Trustees who are not considered to be "interested persons" of the Trust (the "Independent Trustees") under the Investment Company Act of 1940, as amended (the "1940 Act"), approved for an annual period the continuation of the management agreement (the "Management Agreement") between the Trust and Franklin Templeton Fund Adviser, LLC (the "Manager") with respect to ClearBridge Tactical Dividend Income Fund, a series of the Trust (the "Fund"), and the sub-advisory agreement pursuant to which ClearBridge Investments, LLC ("ClearBridge") provides day-to-day management of the Fund's portfolio, and the sub-advisory agreement pursuant to which Western Asset Management Company, LLC ("Western Asset" and, together with ClearBridge, the "Sub-Advisers") provides day-to-day management of the Fund's cash and short-term instruments allocated to it by the Manager. The management agreement and sub-advisory agreements are collectively referred to as the "Agreements."
Background
The Board received extensive information in advance of the meeting to assist it in its consideration of the Agreements and asked questions and requested additional information from management. Throughout the year the Board (including its various committees) had met with representatives of the Manager and the Sub-Advisers, and had received information relevant to the renewal of the Agreements. Prior to the meeting the Independent Trustees met with their independent legal counsel to discuss and consider the information provided and submitted questions to management, and they considered the responses provided. The Board received and considered a variety of information about the Manager and the Sub-Advisers, as well as the management and sub-advisory arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below. The information received and considered by the Board both in conjunction with the May 2025 meeting and throughout the year was both written and oral. The contractual arrangements discussed below are the product of multiple years of review and negotiation and information received and considered by the Board during those years.
The information provided and presentations made to the Board encompassed the Fund and all funds for which the Board has responsibility. The discussion below covers both the advisory and the administrative functions being rendered by the Manager, both of which functions are encompassed by the Management Agreement, as well as the advisory functions rendered by the Sub-Advisers pursuant to the Sub-Advisory Agreements.
Board approval of management agreement and sub-advisory agreements
The Independent Trustees were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Trustees received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Agreements. The Independent Trustees also reviewed the
30
ClearBridge Tactical Dividend Income Fund
proposed continuation of the Management Agreement and the Sub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager and Sub-Advisers were present. The Independent Trustees considered the Management Agreement and each Sub-Advisory Agreement separately in the course of their review. In doing so, they noted the respective roles of the Manager and the Sub-Advisersin providing services to the Fund.
In approving the Agreements, the Board, including the Independent Trustees, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreements. Each Trustee may have attributed different weight to the various factors in evaluating the Management Agreement and each Sub-Advisory Agreement.
After considering all relevant factors and information, the Board, exercising its business judgment, determined that the continuation of the Agreements was in the best interests of the Fund and its shareholders and approved the continuation of each such agreement for another year.
Nature, extent and quality of the services under the management agreement and sub-advisory agreements
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, during the past year. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Fund's affairs and the Manager's role in coordinating the activities of the Fund's other service providers. The Board's evaluation of the services provided by the Manager and the Sub-Advisers took into account the Board's knowledge gained as Trustees of funds in the fund complex overseen by the Trustees, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Manager and the Sub-Advisers, and the quality of the Manager's administrative and other services. The Board observed that the scope of services provided by the Manager and the Sub-Advisers, and of the undertakings required of the Manager and Sub-Advisers in connection with those services, including maintaining and monitoring their own and the Fund's compliance programs, liquidity risk management programs, derivatives risk management programs, cybersecurity programs and valuation-relatedpolicies, had expanded over time as a result of regulatory, market and other developments. The Board also noted that on a regular basis it received and reviewed information from the Manager regarding the Fund's compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the risks associated with the Fund borne by the Manager and its affiliates (such as entrepreneurial,
ClearBridge Tactical Dividend Income Fund
31
Board Approval of Management and Subadvisory Agreements (unaudited) (cont'd)
operational, reputational, litigation and regulatory risk), as well as the Manager's and each Sub-Adviser's risk management processes.
The Board reviewed the qualifications, backgrounds and responsibilities of the Manager's and each Sub-Adviser's senior personnel and the team of investment professionals primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and the Manager's affiliates, the financial resources of Franklin Resources, Inc., the parent organization of the Manager and the Sub-Advisers. The Board recognized the importance of having a fund manager with significant resources.
The Board considered the division of responsibilities among the Manager and the Sub-Advisersand the oversight provided by the Manager. The Board also considered the policies and practices of the Manager and the Sub-Advisers regarding the selection of brokers and dealers and the execution of portfolio transactions. The Board considered management's periodic reports to the Board on, among other things, its business plans, any organizational changes and portfolio manager compensation.
The Board received and considered performance information for the Fund as well as for a group of funds (the "Performance Universe") selected by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent provider of investment company data, based on classifications provided by Thomson Reuters Lipper ("Lipper"). The Board was provided with a description of the methodology used to determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that while the Board found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Fund's performance against its benchmark and against the Fund's peers. The Board also considered the Fund's performance in light of overall financial market conditions.
The information comparing the Fund's performance to that of its Performance Universe, consisting of funds (including the Fund) classified as equity income funds by Lipper, showed, among other data, that the performance of the Fund's Class I shares for the 1-, 3-, 5- and 10-year periods ended December 31, 2024 was above the median performance of the funds in the Performance Universe for the 1-, 3- and 5-year periods and was below the median performance of the funds in the Performance Universe for the 10-year period. The Board noted the explanations from the Manager and the Sub-Advisers concerning the reasons for the Fund's relative performance versus the peer group for the various periods.
32
ClearBridge Tactical Dividend Income Fund
The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided), including performance, under the Management Agreement and each Sub-Advisory Agreement were sufficient for renewal.
Management fees and expense ratios
The Board reviewed and considered the contractual management fee payable by the Fund to the Manager (the "Contractual Management Fee") and the actual management fees paid by the Fund to the Manager after giving effect to breakpoints and waivers, if any (the "Actual Management Fee"), in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Sub-Advisers, respectively. The Board also noted that the compensation paid to the Sub-Advisers is the responsibility and expense of the Manager, not the Fund. The Board also considered that fee waiver and/or expense reimbursement arrangements are currently in place for the Fund.
The Board received and considered information provided by Broadridge comparing the Contractual Management Fee and the Actual Management Fee and the Fund's total actual expenses with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Lipper. It was noted that while the Board found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board also reviewed information regarding fees charged by the Manager and/or the Sub-Advisers to other U.S. clients investing primarily in an asset class similar to that of the Fund, noting that there were none.
The Manager reviewed with the Board the differences in services provided to these different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund's chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences in management of these different types of accounts, and the differences in the degree of entrepreneurial and other risks borne by the Manager in managing the Fund and in managing other types of accounts.
The Board considered the overall management fee, the fees of each of the Sub-Advisers and the amount of the management fee retained by the Manager after payment of the sub-advisoryfees, in each case in light of the services rendered for those amounts. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
The Board also received and considered information comparing the Fund's Contractual Management Fee and Actual Management Fee as well as its actual total expense ratio with those of a group of funds consisting of 16 equity income funds (including the Fund) selected
ClearBridge Tactical Dividend Income Fund
33
Board Approval of Management and Subadvisory Agreements (unaudited) (cont'd)
by Broadridge to be comparable to the Fund (the "Expense Group"), and a broader group of funds selected by Broadridge consisting of equity income funds (including the Fund) (the "Expense Universe"). This information showed that the Fund's Contractual Management Fee was at the median of management fees payable by the funds in the Expense Group and that the Fund's Actual Management Fee was above the median of management fees paid by the funds in the Expense Group and above the median of management fees paid by the funds in the Expense Universe. This information also showed that the Fund's actual total expense ratio was above the median of the total expense ratios of the funds in the Expense Group and above the median of the actual total expense ratios of the funds in the Expense Universe. The Board took into account management's discussion of the Fund's expenses. The Board also considered that the current limitation on the Fund's expenses is expected to continue until and expire on December 31, 2026.
Taking all of the above into consideration, as well as the factors identified below, the Board determined that the management fee and the sub-advisory fees for the Fund were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement and the Sub-Advisory Agreements.
Manager profitability
The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason Funds complex as a whole. The Board received information with respect to the Manager's allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been reviewed by an outside consultant. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund.
Economies of scale
The Board received and discussed information concerning whether the Manager realizes economies of scale with respect to the management of the Fund as the Fund's assets grow. The Board noted that the Manager had previously agreed to institute breakpoints in the Fund's Contractual Management Fee, reflecting the potential for reducing the blended rate of the Contractual Management Fee as the Fund grows. The Board considered whether the breakpoint fee structure was a reasonable means of sharing with Fund investors any economies of scale or other efficiencies that might accrue from increases in the Fund's asset levels. The Board noted that the Fund had not reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered. The Board also noted the size of the Fund.
The Board determined that the management fee structure for the Fund, including breakpoints, was reasonable.
34
ClearBridge Tactical Dividend Income Fund
Other benefits to the manager and the sub-advisers
The Board considered other benefits received by the Manager, the Sub-Advisers and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders, including the appointment of an affiliate of the Manager as the transfer agent of the Fund.
In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Sub-Advisers to the Fund, the Board considered that the ancillary benefits that the Manager, the Sub-Advisers and their affiliates received were reasonable.
ClearBridge Tactical Dividend Income Fund
35
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ClearBridge
Tactical Dividend Income Fund
Trustees
Andrew L. Breech
Stephen R. Gross
Susan M. Heilbron
Arnold L. Lehman
Robin J. W. Masters
Ken Miller
G. Peter O'Brien
Chair
Chair
Thomas F. Schlafly
Jane Trust
Investment manager
Franklin Templeton Fund Adviser, LLC
Subadviser
ClearBridge Investments, LLC
Distributor
Franklin Distributors, LLC
Custodian
The Bank of New York Mellon
Transfer agent
Franklin Templeton Investor
Services, LLC
3344 Quality Drive
Rancho Cordova, CA 95670-7313
Services, LLC
3344 Quality Drive
Rancho Cordova, CA 95670-7313
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Baltimore, MD
ClearBridge Tactical Dividend Income Fund
The Fund is a separate investment series of Legg Mason Partners Investment Trust, a Maryland statutory trust.
ClearBridge Tactical Dividend Income Fund
Legg Mason Funds
One Madison Avenue, 17th Floor
New York, NY 10010
Legg Mason Funds
One Madison Avenue, 17th Floor
New York, NY 10010
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund's Forms N-PORT are available on the SEC's website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 877-6LM-FUND/656-3863.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 877-6LM-FUND/656-3863,(2) at www.franklintempleton.com and (3) on the SEC's website at www.sec.gov.
This report is submitted for the general information of the shareholders of ClearBridge Tactical Dividend Income Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.
Investors should consider the Fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
www.franklintempleton.com
© 2025 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.
90049-AFSOI 12/25
© 2025 Franklin Templeton. All rights reserved.
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR, as applicable.
| ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The Registrant's principal executive officer and principal financial officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected or are likely to materially affect the Registrant's internal control over financial reporting. |
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| ITEM 19. | EXHIBITS. |
Exhibit 99.CODE ETH
Exhibit 99.CERT
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Legg Mason Partners Investment Trust
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | December 23, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | December 23, 2025 |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer | ||
| Date: | December 23, 2025 |
Legg Mason Partners Equity Trust published this content on December 23, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 23, 2025 at 19:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]