Legg Mason Value Trust Releases Letter to Shareholders

    MARKET COMMENTS Third Quarter 2007

    BALTIMORE, Md., Nov. 2 /CNW/ -- On the 20th anniversary of the Crash of
'87, the US stock market took a drubbing, falling 2.56%.  In a curious
parallel, the woes that are besetting the market are the result of a crash in
the credit markets every bit as severe as that which hit equities back then,
but which threatens to have more impact on the US and the global economy.
    The stock market can close down for a while and it really doesn't matter
all that much.  The primary function of the stock market is not to finance
company operations, it is to price assets.  Companies go public once, and most
come to the equity market for capital sporadically, and then typically to
finance long-lived projects or acquisitions.
    Credit markets are different.  They are the source of liquidity to fund
operations.  If they are not functioning, the economy is threatened.  That is
why the problems that began in US subprime but which have spread to encompass
a wide swath of the mortgage market, as well as the commercial paper market,
are so serious and have galvanized central banks and government financial
authorities to move swiftly to try to restore those markets to normalcy.
    They have only been partially successful.  The new $80 billion or so fund
being put together to provide liquidity to Structured Investment Vehicles
(SIVs)(1) has been viewed skeptically by Warren Buffett, Alan Greenspan, and
Bill Gross -- not an auspicious beginning -- and markets appear to be
beginning to worry that a return to normalcy might not be the most likely
outcome.  I share that concern.
    The difference between what is unfolding now and the Crash of '87, or the
problems with Long-Term Capital Management in 1998, is that they were confined
to Wall Street, whereas this issue extends to Main Street and to the value of
the biggest asset of most consumers, their house.
    When the Federal Reserve (Fed) cut rates all the way to 1% to try to
ameliorate the effects of the technology bust, it accomplished something seen
only once before:  although we had the first recession since 1990, we had only
the second recession ever that did not involve housing, which boomed.  Now
housing is in a severe slump, and we will be lucky to avoid its dragging down
the rest of the economy.  Although nearly all recessions have involved a
housing decline, there have been two prior housing declines that did not
involve recession: 1951 and 1967.  Both of those times large increases in
military spending offset the effects of housing on consumption.
    The best forecaster of whether the problems of housing will lead to
recession in 2008, the prediction market at Intrade, pegs the odds at around
45%(2).  This is down substantially from odds of over 50% as late as
mid-October, but up from odds of about 33% a week ago.
    The issue for the stock market and for the global economy is the extent
to which the slowdown in US consumption will spill over into a decline in
global production next year.
    The US has been the marginal consumer to the world, and our current
account deficit reflects that.  Fueled by low interest rates and people
withdrawing equity from their homes to finance spending, consumption as a
percent of GDP(3) rose from 66% in the late 1990s to over 70% today.  That is
a record and the most likely direction from here is not up, with housing
prices falling and job growth slowing.
    Our current account deficit has already begun to decline, and with the
dollar deeply undervalued against the euro and the pound, and trading at
40-year lows on a trade-weighted basis, that trend should continue.  It comes
with a price.  When our current account deficit is expanding, we are providing
liquidity to the rest of the world by buying their goods with our dollars.
When it is contracting, we are withdrawing liquidity.
    It was the withdrawal of liquidity as the Fed removed the monetary
accommodation provided by very low interest rates that led to the subprime
collapse, as people could not make the increased payments on their homes when
adjustable rate loans reset.  The tripling of subprime loans from 2001 to 2005
was fueled by very low introductory teaser rates.
    Our central bank was the first to stop tightening; the British and the
European Central Bank (ECB) were continuing until very recently, as were the
Chinese, though to little effect as real rates in China are still negative.
The ECB just last week was hinting that there may be more tightening to come.
    It was only in 2002 that the world was worried about deflation.  The
forces that gave rise to those fears -- high debt, excess global labor,
falling real prices for technology, and a global savings glut -- have not
disappeared.  The locking up of large parts of the credit market does not
    When the Fed took the unprecedented step on August 17th of cutting the
discount rate between meetings, and changing its policy statement between
meetings, having only 10 days before affirmed its views that the risks it was
most concerned about were those of inflation and growth, it signaled just how
rapidly things had changed.  The 50 basis point(4) cut at the September
meeting was consistent with that.
    Stocks rallied and bonds sold off when the Fed took action in mid-August
and September, as markets felt relief that the problems in the credit arena
would be dealt with, that those markets would gradually return to normal, and
that the liquidity provided would give an additional fillip to growth.
    The stock market rally has been led by the same groups that have led for
5 years: energy, materials, industrials, and technology.  The same laggards,
lagged: consumer, financials, and healthcare.  Growth stocks continued to
shine and traditional value stocks did not.
    This market has been remarkably serially correlated.  In plain talk, what
has gone up keeps going up, and what has not, does not.  Valuation has not
mattered at all.  What has mattered is price momentum.  This is very similar
to what we saw with tech, telecom, and internet names in 1999.  It is not yet
that extreme, but it is pretty extreme.
    The best quintile of stocks based on traditional valuation factors such
as price to earnings, price to book, price to sales, and dividend yield, has
underperformed the market by over 1000 basis points this year.  The best
quintile on price momentum alone, using 3 and 9 month price trends, has
outperformed by 1400 basis points.  Coming at it somewhat differently, if you
took the 50 best-performing stocks for the 3 year period ended December 31,
2006, and made that your portfolio for 2007, you would have returns over
double that of the S&P 500 this year(5).
    What has worked for the past 5 years continues to work, and what has
worked is the high beta trade on global synchronized recovery.  When everyone
was panicked about deflation in 2002, the right thing to do was to bet on
reflation(6).  The winners have been commodities, especially energy,
materials, industrials, non-US, non-dollar, and emerging markets.
    What seems to have escaped notice is that all those winners bottomed with
the peaking of junk bond spreads in the summer of 2002, and have risen
concomitantly with the consistent narrowing of credit spreads that began to
end in March of this year.  If that was not just a spurious correlation, and I
do not think it was, then there is trouble ahead for those crowded into all
the popular favorites.
    The first warning sign came with the sell-off in China that began in late
February and briefly convulsed the equity markets.  They bottomed in mid-March
and began to rise, with China beginning its stunning advance.  Then came the
subprime problems, which began to be felt in March and got steadily worse.
Credit markets began to take notice.
    By mid-August the mortgage markets were in complete chaos and the Fed
took action.  That again provided some relief.  Now the SIV problem is front
and center.  Treasuries are rallying strongly, junk spreads are widening, and
the Treasury Inflation-Protected Securities spread is back to its lows.
    The equity sell-off on October 19 was precipitated by the market's
reaction to the earnings of two stalwarts of the commodities cabal,
Caterpillar and Schlumberger, both of which surprised their fans by issuing
less than stellar guidance.  Cat went so far as to opine that the US might be
in recession already; its earnings gains were solely due to non-US growth.
    If credit is becoming harder to come by, if spreads are widening, if
growth is slowing, then it seems to me the leadership is about to change.  The
same strategies that led when the global economy was emerging from fears of
deflation and entering a period of accelerating growth and synchronized
recovery are very low probability bets to lead if the global economy is
peaking, the US is slowing appreciably, and credit spreads are widening, not
    Where will the new leadership come from? The same place it usually does:
the old laggards.  I think the new leadership will be US, large-cap,
dollar-based, and grow to encompass what no one wants to own today, especially
financials and consumer.  I also think so-called growth stocks will continue
to do fine.  When growth becomes scarcer and the discount rate becomes lower,
growth becomes more valuable.
    More particularly, just as the right thing to do in 2002 was to buy what
everyone was panicked about, I think the greatest gains over the next 5 years
will be made in those securities people are panicked about today.  For
specific names, consult the 52-week new low list.
    Value Trust Comments
    One of the enduring features of the findings in behavioral psychology as
it applies to finance, a subject I have discussed many times over the years,
is the almost complete inability of those who are aware of them to actually
apply them.  You can attend Richard Zeckhauser's seminars at Harvard, read
lots of articles and case studies, be reminded of how recency bias, or
anchoring, or the representative fallacy, or myopic loss aversion impair clear
thinking and skew decision making, and still fall prey to them and others of
their ilk the moment you are confronted with real world situations.
    The recent precipitous decline in financial stocks, especially those
related to housing, which sent Countrywide Financial (CFC) to $12 last week,
and led to 20 to 30% drops in financial guarantors in a day or so -- after
they had already dropped between 25 and 50% this year -- is a case in point.
After falling 20% in a only a few days on no news, and this after being down
50% for the year, CFC rallied over 30% in one day once they reported their
results and indicated they would be profitable for the 4th quarter and expect
to earn a reasonable return on equity of 10-15% for all of 2008.  The price
action on both sides was driven by emotion -- first fear, then relief -- and
was hardly the result of a careful analysis of Countrywide's long term
business value.  That, by the way, we think is in the $40's compared to its
current price of about $14-15.
    This is not unusual.  Warren Buffett has often noted how any
knowledgeable analyst would have pegged the value of the Washington Post at
about 5x what it traded at in the 1974 bear market, yet no one wanted it at
that price.  The 2002 bear market saw some similarly amazing prices.  AES
traded under $1.  It will generate over $1 of free cash flow this year and is
up 20 times from the lows of 2002.  Yet fear set its price, as it did those of
Nextel, Tyco, Corning, Amazon, and a host of other companies at that time.
    Today fear dominates the pricing of housing stocks, of mortgage related
securities, of financials, and of many consumer stocks.  Confidence and
optimism underlay the pricing of energy, materials, industrials, and non-US
stocks, especially those of emerging markets, and China in particular.
    I am reminded once again of the quote that sits in the front of Ben
Graham's Security Analysis, from Horace's Ars Poetica: "Many shall be restored
that now are fallen and many shall fall that now are in honor." (The quote
does not say "all" by the way, just "many").
    In Value Trust, we have been taking advantage of the market's current
turmoil to make adjustments as the market misprices some securities in
relation to others.  Here is what you can expect:  the fund will become more
of what it already is, large capitalization US, as we systematically reduce
our mid-cap names in favor of those with larger market values.  As I noted
elsewhere, I think large-cap US is the cheapest part of the equity market and
so we will have more of those names.  We will also extend exposure into some
sectors from which we were previously absent.  Inter industry valuations are
pretty homogeneous and so concentration pays less than it used to.  In other
words, we will own more stocks, and in new industries.  We will still be quite
concentrated compared to the average mutual fund, just less than we have been
    We will likely reduce the weightings of many of our top 10 holdings. 
They will still be among our largest holdings, we will just have less of them.
This is being done to reduce risk in the over-all portfolio, and to fund some
of the new names we are buying.
    This is the first time since 1990 we have had two calendar years behind
the S&P 500.  Perhaps not surprisingly, that was also a time of panic due to a
housing market recession, soaring oil prices, banks and financials collapsing.
We were able to take advantage of the values then offered to begin a pretty
good period of excess returns.
    While the past may not repeat itself, it does often rhyme, as Mark Twain
once said.  The chapters to come may be different, but the verses are likely
to sound the same.

    Bill Miller
    November 1, 2007

    Past performance is no guarantee of future results.
    Investment Risks: All investments are subject to risk, including possible
loss of principal.  Because this Fund expects to hold a concentrated portfolio
of a limited number of securities, a decline in the value of these investments
would cause the fund's overall value to decline to a greater degree than a
less concentrated portfolio.  The Fund may focus its investments in certain
regions or industries, thereby increasing its potential vulnerability to
market volatility.
    Top Ten Holdings as of September 30, 2007
    Amazon.com Inc. (8.8%), The AES Corp. (5.0%), Sprint Nextel Corp. (4.8%),
Google Inc. (4.7%), Qwest Communications Intl. Inc. (4.6%), J.P. Morgan Chase
and Co. (4.3%), Aetna Inc. (4.2%), UnitedHealth Group Inc. (4.2%), eBay Inc.
(3.5%), and Yahoo! Inc. (3.4%).  These holdings do not include the Fund's
entire investment portfolio and may change at any time.
    The views expressed in this commentary reflect those of the portfolio
manager and Legg Mason Capital Management, Inc. (LMCM) as of the date of the
commentary.  Any views are subject to change at any time based on market or
other conditions, and LMCM, Legg Mason Value Trust, Inc., and Legg Mason
Investor Services, LLC (LMIS) disclaim any responsibility to update such
views.  These views may differ from those of portfolio managers and investment
personnel for LMCM's affiliates and are not intended to be a forecast of
future events, a guarantee of future results or investment advice.  Because
investment decisions for the Legg Mason Funds are based on numerous factors,
these views may not be relied upon as an indication of trading intent on
behalf of any Legg Mason Fund.  The information contained herein has been
prepared from sources believed to be reliable, but is not guaranteed by LMCM,
Legg Mason Value Trust or LMIS as to its accuracy or completeness.
    References to particular securities are intended only to explain the
rationale for the portfolio manager's action with respect to such securities.
Such references do not include all material information about such securities,
including risks, and are not intended to be recommendations to take any action
with respect to such securities.

    LMCM and LMIS are subsidiaries of Legg Mason, Inc.

    (1) A structured investment vehicle or "SIV" is a limited-purpose
        operating company that undertakes arbitrage activities by purchasing
        mostly highly rated medium- and long-term, fixed-income assets and
        funding itself with cheaper, mostly short-term, highly rated
        commercial paper and medium-term notes.

    (2) Intrade Prediction Market, October 31, 2007.

    (3) "GDP" is the abbreviation for Gross Domestic Product, which is the
        total market value of the goods and services produced by a nation's
        economy during a specific period of time.

    (4) A "basis point" is one-hundredth of a percentage point.

    (5) Source, Legg Mason Capital Management, Inc. research.  The S&P 500
        Index is an unmanaged index of 500 stocks that is generally
        representative of the performance of larger companies in the U.S.  An
        investor cannot invest directly in an index.

    (6) "Reflation" is an economic policy whereby a government uses fiscal or
        monetary stimulus in order to expand a country's output.

For further information:

For further information: Mary Athridge of Legg Mason, Inc. for Legg
Mason  Capital Management, +1-212-805-6035 Web Site: http://www.leggmason.com

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