UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-06444

Legg Mason Partners Equity Trust

(Exact name of registrant as specified in charter)

620 Eighth Avenue, 49 th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-877-721-1926

Date of fiscal year end: October 31

Date of reporting period: January 31, 2014

 

 

 


 

ITEM 1. SCHEDULE OF INVESTMENTS.


LEGG MASON PARTNERS EQUITY TRUST

CLEARBRIDGE SELECT FUND

FORM N-Q

JANUARY 31, 2014


CLEARBRIDGE SELECT FUND

 

Schedule of investments (unaudited)    January 31, 2014

 

SECURITY

   SHARES      VALUE  
COMMON STOCKS - 92.5%      
CONSUMER DISCRETIONARY - 14.5%      

Auto Components - 1.0%

     

Fox Factory Holding Corp.

     5,788       $ 93,881
     

 

 

 

Hotels, Restaurants & Leisure - 1.8%

     

Bally Technologies Inc.

     2,434         178,461
     

 

 

 

Internet & Catalog Retail - 2.5%

     

Priceline.com Inc.

     118         135,097

TripAdvisor Inc.

     1,378         106,368
     

 

 

 

Total Internet & Catalog Retail

        241,465   
     

 

 

 

Media - 2.7%

     

Lions Gate Entertainment Corp.

     8,112         262,261   
     

 

 

 

Specialty Retail - 6.5%

     

Advance Auto Parts Inc.

     1,310         150,401   

Jos. A. Bank Clothiers Inc.

     2,457         138,133

Ross Stores Inc.

     3,179         215,886   

Urban Outfitters Inc.

     3,789         135,722
     

 

 

 

Total Specialty Retail

        640,142   
     

 

 

 

TOTAL CONSUMER DISCRETIONARY

        1,416,210   
     

 

 

 
CONSUMER STAPLES - 2.0%      

Food & Staples Retailing - 2.0%

     

Sprouts Farmers Market Inc.

     2,113         75,519

Susser Holdings Corp.

     1,990         121,350
     

 

 

 

TOTAL CONSUMER STAPLES

        196,869   
     

 

 

 
ENERGY - 2.7%      

Energy Equipment & Services - 2.7%

     

Oceaneering International Inc.

     3,948         269,056   
     

 

 

 
FINANCIALS - 6.4%      

Capital Markets - 1.9%

     

Financial Engines Inc.

     3,072         187,146   
     

 

 

 

Commercial Banks - 2.0%

     

CIT Group Inc.

     4,125         192,019   
     

 

 

 

Diversified Financial Services - 0.3%

     

Primus Guaranty Ltd.

     4,240         34,344
     

 

 

 

Real Estate Investment Trusts (REITs) - 1.0%

     

Gaming and Leisure Properties Inc.

     2,845         98,721   
     

 

 

 

Real Estate Management & Development - 1.2%

     

CBRE Group Inc., Class A Shares

     4,359         115,688
     

 

 

 

TOTAL FINANCIALS

        627,918   
     

 

 

 
HEALTH CARE - 12.4%      

Biotechnology - 4.6%

     

Acorda Therapeutics Inc.

     2,574         75,547

Alexion Pharmaceuticals Inc.

     2,401         381,111
     

 

 

 

Total Biotechnology

        456,658   
     

 

 

 

Health Care Equipment & Supplies - 1.9%

     

Insulet Corp.

     4,261         183,223
     

 

 

 

Health Care Technology - 2.8%

     

athenahealth Inc.

     1,860         274,164
     

 

 

 

Life Sciences Tools & Services - 1.6%

     

Parexel International Corp.

     3,137         153,117
     

 

 

 

Pharmaceuticals - 1.5%

     

Auxilium Pharmaceuticals Inc.

     5,668         144,987
     

 

 

 

TOTAL HEALTH CARE

        1,212,149   
     

 

 

 

 

See Notes to Schedule of Investments.

 

1


CLEARBRIDGE SELECT FUND

 

Schedule of investments (unaudited) (cont’d)    January 31, 2014

 

SECURITY

   SHARES      VALUE  
INDUSTRIALS - 6.1%      

Commercial Services & Supplies - 2.8%

     

Copart Inc.

     8,036       $ 275,474
     

 

 

 

Machinery - 1.6%

     

Chart Industries Inc.

     1,774         151,570
     

 

 

 

Trading Companies & Distributors - 1.7%

     

H&E Equipment Services Inc.

     5,603         169,659
     

 

 

 

TOTAL INDUSTRIALS

        596,703   
     

 

 

 
INFORMATION TECHNOLOGY - 43.2%      

Computers & Peripherals - 3.6%

     

Apple Inc.

     422         211,253   

EMC Corp.

     5,730         138,895   
     

 

 

 

Total Computers & Peripherals

        350,148   
     

 

 

 

Internet Software & Services - 16.8%

     

Baidu Inc., ADR

     1,006         157,439

comScore Inc.

     1,590         43,582

Cornerstone OnDemand Inc.

     5,224         298,029

E2open Inc.

     5,389         129,067

LivePerson Inc.

     19,306         267,002

Marketo Inc.

     3,500         143,290

MercadoLibre Inc.

     1,741         167,989   

Monster Worldwide Inc.

     5,850         35,802

Trulia Inc.

     5,236         180,799

Wix.com Ltd.

     2,743         78,614

XO Group Inc.

     12,052         146,191
     

 

 

 

Total Internet Software & Services

        1,647,804   
     

 

 

 

IT Services - 2.2%

     

ServiceSource International Inc.

     15,186         121,185

Visa Inc., Class A Shares

     433         93,281   
     

 

 

 

Total IT Services

        214,466   
     

 

 

 

Software - 20.6%

     

Adobe Systems Inc.

     2,325         137,617

Barracuda Networks Inc.

     2,765         94,867

BroadSoft Inc.

     5,787         177,140

Citrix Systems Inc.

     4,541         245,532

CommVault Systems Inc.

     1,000         69,070

FireEye Inc.

     976         71,238

Fortinet Inc.

     9,961         211,173

MicroStrategy Inc., Class A Shares

     811         101,943

Monotype Imaging Holdings Inc.

     9,735         283,970   

Qualys Inc.

     6,782         196,542

Solarwinds Inc.

     5,559         221,749

Tableau Software Inc., Class A Shares

     2,087         168,671

Verint Systems Inc.

     887         40,305
     

 

 

 

Total Software

        2,019,817   
     

 

 

 

TOTAL INFORMATION TECHNOLOGY

        4,232,235   
     

 

 

 
MATERIALS - 2.1%      

Chemicals - 2.1%

     

Rockwood Holdings Inc.

     3,001         205,659   
     

 

 

 
TELECOMMUNICATION SERVICES - 3.1%      

Wireless Telecommunication Services - 3.1%

     

SBA Communications Corp., Class A Shares

     3,331         308,950
     

 

 

 

TOTAL COMMON STOCKS
(Cost - $6,929,064)

        9,065,749   
     

 

 

 

 

See Notes to Schedule of Investments.

 

2


CLEARBRIDGE SELECT FUND

 

Schedule of investments (unaudited) (cont’d)    January 31, 2014

 

SECURITY

     SHARES      VALUE  
PREFERRED STOCKS - 1.1%           
CONSUMER DISCRETIONARY - 1.1%           

Media - 1.1%

          

Turn Inc., Series E (Cost - $105,301)

          12,626       $ 105,301 (a) (b)  
          

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS
(Cost - $7,034,365)

    

          9,171,050   
          

 

 

 
     RATE     MATURITY
DATE
     FACE
AMOUNT
        
SHORT-TERM INVESTMENTS - 6.6%           

Repurchase Agreements - 6.6%

          

Interest in $315,701,000 joint tri-party repurchase agreement dated 1/31/14 with Deutsche Bank Securities Inc.; Proceeds at maturity - $651,001; (Fully collateralized by various U.S. government obligations, 0.000% to 4.625% due 2/15/17 to 5/15/43; Market value - $670,050) (Cost - $651,000)

     0.020     2/3/14       $ 651,000         651,000   
          

 

 

 

TOTAL INVESTMENTS - 100.2% (Cost - $7,685,365#)

             9,822,050   

Liabilities in Excess of Other Assets - (0.2)%

             (23,895
          

 

 

 

TOTAL NET ASSETS - 100.0%

           $ 9,798,155   
          

 

 

 

 

* Non-income producing security.

 

(a) Security is valued in good faith in accordance with procedures approved by the Board of Trustees (See Note 1).

 

(b) Restricted security (See Note 1).

 

# Aggregate cost for federal income tax purposes is substantially the same.

Abbreviation used in this schedule:

 

ADR    — American Depositary Receipts

SCHEDULE OF WRITTEN OPTIONS

 

SECURITY

   EXPIRATION
DATE
     STRIKE
PRICE
     CONTRACTS    VALUE  

CommVault Systems Inc., Put (Premiums received - $2,720)

     2/22/14       $ 72.50       10    $ 4,700   

 

See Notes to Schedule of Investments.

 

3


Notes to Schedule of Investments (unaudited)

 

1. Organization and significant accounting policies

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

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).

(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 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. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

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

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

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

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant

 

4


Notes to Schedule of Investments (unaudited) (continued)

 

information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

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

 

   

Level 1 – quoted prices in active markets for identical investments

 

   

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

 

   

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

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

The following is a summary of the inputs used in valuing the Fund’s assets and liabilities 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

   $ 9,065,749                       $ 9,065,749   

Preferred stocks

                   $ 105,301         105,301   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total long-term investments

   $ 9,065,749               $ 105,301       $ 9,171,050   
  

 

 

    

 

 

    

 

 

    

 

 

 

Short-term investments†

           $ 651,000                 651,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments

   $ 9,065,749       $ 651,000       $ 105,301       $ 9,822,050   
  

 

 

    

 

 

    

 

 

    

 

 

 

LIABILITIES

 

DESCRIPTION

   QUOTED PRICES
(LEVEL 1)
     OTHER SIGNIFICANT
OBSERVABLE INPUTS
(LEVEL 2)
     SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
     TOTAL  

Other financial instruments:

           

Written options

   $ 4,700                       $ 4,700   

 

See Schedule of Investments for additional detailed categorizations.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Investment in Securities

  Preferred  Stocks
Consumer

Discretionary
 

Balance as of October 31, 2013

    —     

Realized gain (loss)

    —     

Change in unrealized appreciation (depreciation)(1)

    —     

Purchases

  $ 105,301   

Sales

    —     

Transfer into Level 3

    —     

Transfer out of Level 3

    —     
 

 

 

 

Balance as of January 31, 2014

  $ 105,301   
 

 

 

 

Net change in unrealized appreciation (depreciation) for investments in securities still held at January 31, 2014(1)

    —     
 

 

 

 

The Fund’s policy is to recognize transfers between levels as of the end of the reporting period.

 

(1) Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 

5


Notes to Schedule of Investments (unaudited) (continued)

 

(c) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the premium received is recorded as a realized gain. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is recognized as a realized gain or loss. When a written put option is exercised, the amount of the premium received is subtracted from the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing an uncovered call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

(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.

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

(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 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) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Securities pledged as collateral, if any, to cover the obligations of the Fund under derivative contracts, are noted in the Schedule of Investments.

 

6


Notes to Schedule of Investments (unaudited) (continued)

 

As of January 31, 2014, the Fund held written options with credit related contingent features which had a liability position of $4,700. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.

(g) Restricted securities. Certain of the Fund’s investments are restricted as to resale and are valued as determined under policies approved by the Board of Trustees in absence of readily ascertainable market values.

 

Security

 

Number of
Shares

 

Acquisition
Date

 

Cost

 

Fair Value
at 1/31/14

 

Value per
Share

 

Percent of
Net Assets

Turn Inc., Series E

  12,626   12/13   $105,301   $105,301   $8.34   1.07%

(h) Security transactions. Security transactions are accounted for on a trade date basis.

2. Investments

At January 31, 2014, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

   $ 2,298,629   

Gross unrealized depreciation

     (161,944
  

 

 

 

Net unrealized appreciation

   $ 2,136,685   
  

 

 

 

During the period ended January 31, 2014, written option transactions for the Fund were as follows:

 

     Number of
Contracts
    Premiums  

Written options, outstanding as of October 31, 2013

     16      $ 5,072   

Options written

     42        6,538   

Options closed

     —          —     

Options exercised

     (48     (8,890

Options expired

     —          —     
  

 

 

   

 

 

 

Written options, outstanding as of January 31, 2014

     10      $ 2,720   
  

 

 

   

 

 

 

3. Derivative instruments and hedging activities

GAAP requires enhanced disclosure about an entity’s derivative and hedging activities.

The following is a summary of the Fund’s derivative instruments categorized by risk exposure at January 31, 2014.

 

Primary Underlying Risk

   Written Options,
at value
 

Equity Risk

   $ 4,700   

During the period ended January 31, 2014, the volume of derivative activity for the Fund was as follows:

 

     Average Market Value  

Purchased options†

   $ 150   

Written options

     1,505   

 

At January 31, 2014, there were no open positions held in this derivative.

 

7


 

ITEM 2. 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 registrant’s last fiscal quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.


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, thereunto duly authorized.

Legg Mason Partners Equity Trust

 

By   /s/    K ENNETH D. F ULLER        
  Kenneth D. Fuller
  Chief Executive Officer

Date:

  March 25, 2014

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/    K ENNETH D. F ULLER        
  Kenneth D. Fuller
  Chief Executive Officer

Date:

  March 25, 2014
By   /s/    R ICHARD F. S ENNETT        
  Richard F. Sennett
  Principal Financial Officer

Date:

  March 25, 2014
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