N-CSR 1 d60576dncsr.htm BRANDYWINEGLOBAL - GLOBAL FLEXIBLE INCOME FUND BrandywineGLOBAL - Global Flexible Income Fund

 

 

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 811-22338

 

 

Legg Mason Global Asset Management Trust

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 49th 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: December 31

Date of reporting period: December 31, 2019

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   December 31, 2019

BrandywineGLOBAL —

GLOBAL FLEXIBLE INCOME FUND

 

 

 

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

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

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

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Fund overview     1  
Fund at a glance     8  
Fund expenses     9  
Fund performance     11  
Schedule of investments     14  
Statement of assets and liabilities     22  
Statement of operations     23  
Statements of changes in net assets     24  
Financial highlights     25  
Notes to financial statements     28  
Report of independent registered public accounting firm     45  
Board approval of management and subadvisory agreements     46  
Additional information     50  
Important tax information     56  

 

Fund objective

The Fund seeks a high level of current income.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of BrandywineGLOBAL — Global Flexible Income Fund for the twelve-month reporting period ended December 31, 2019. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

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

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

January 31, 2020

 

 II     BrandywineGLOBAL — Global Flexible Income Fund


Fund Overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks a high level of current income. Under normal market conditions, the Fund seeks to meet its investment objective by primarily investing in U.S. and foreign fixed income securities, currencies and derivative instruments. We at Brandywine Global Investment Management, LLC, the Fund’s subadviser, have broad discretion to invest in multiple types of fixed income securities including, but not limited to, sovereign debt, emerging markets debt, corporate debt, high yield debt, bank loans, supranational issues, Separate Trading of Registered Interest and Principal of Securities (“STRIPS”), inflation-linked securities and hybrid securities.

The Fund may invest in derivative instruments such as foreign currency forwards, bond futures, interest rate futures, swaps (including interest rate, total return and inflation swaps), credit default swaps, credit default swap index products, instruments involved in currency risk management strategies, options, options on futures and structured credit products. The Fund may use derivatives to enhance total return, as a means of providing additional exposure to certain types of investments, to hedge against fluctuations in securities prices, interest rates or currency exchange rates, to change the effective durationi of its portfolio, as a cash flow management technique or as a substitute for the purchase or sale of securities or currencies.

The Fund may invest without limit in securities that are rated or unrated, including “high yield” or “junk” bonds (that is, securities rated below the Baa/BBB categories or, if unrated, that we determined to be of comparable credit quality). Under normal conditions, the dollar-weighted average effective duration of the Fund’s portfolio is expected to range from 0 to 10 years. However, the Fund may invest without limit in securities of any maturity or durationii.

As a global fund, the Fund can seek investment opportunities anywhere in the world, and under normal market conditions, the Fund will invest in or have exposure to at least three countries, which may include the United States. The Fund can invest without limit in securities denominated in foreign currencies or in U.S. dollar-denominated securities.

The Fund may invest up to 25% of its assets in asset-backed and mortgage-backed securities, up to 25% of its assets in convertible securities, up to 10% of its assets in preferred equity securities of companies of any size located anywhere in the world, and up to 10% of its assets in common equity securities of companies of any size located anywhere in the world. In addition, no more than 5% of the Fund shall be invested in any one non-sovereign issue at time of purchase.

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

A. The global fixed income market experienced periods of volatility but generated strong results during the twelve-month reporting period ended December 31, 2019. Global yields generally declined over the period, which was supportive for fixed income assets.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report                1   


Fund overview (cont’d)

 

Looking back, the U.S. Federal Reserve Board (the “Fed”)iii raised interest rates four times in 2018, with its December 2018 increase bringing the federal funds target rate to a range between 2.00% and 2.25%. In early, 2019, the Fed had a “dovish pivot” and reassessed the need for additional increases in 2019 given moderating global growth and the ongoing trade dispute between the U.S. and China. Then, as expected, the Fed lowered rates at its meetings in July, September and October 2019. The last rate cut pushed the federal funds target rate to a range between 1.50% and 1.75%. Elsewhere, central banks outside the U.S. generally pursued accommodative monetary policies. In September 2019, the European Central Bank (“ECB”)iv cut its key interest rate and launched a new package of bond purchases that laid the groundwork for continued ultra-loose monetary policy. While the Bank of Englandv kept rates on hold, it remained flexible given the uncertainties surrounding Brexit. Elsewhere, both the Bank of Japanvi and the People’s Bank of Chinavii kept rates steady during the reporting period.

All told, the Bloomberg Barclays Global Aggregate Bond Indexviii returned 6.84% during the twelve months ended December 31, 2019. Investors who took on additional risk also experienced positive results over the reporting period. Global high-yield corporate bonds, as measured by the Bloomberg Barclays Global High Yield Index (USD Hedged)ix returned 13.34%. Meanwhile, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)x gained 14.42%. Within the currency markets, the U.S. dollar generally appreciated against most other currencies.

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

A. As stabilization began to take hold of the global economy in late 2019, the Fund reduced its defensive stance by significantly decreasing safe-haven duration in the portfolio. “Phase 1” of a U.S.-China trade agreement looks to be in place, while the Fed provided much needed liquidity by introducing a new version of quantitative easing. Sovereign yields were pricing in a Draconian outcome with recessions forecast to occur in 2020, which we feel is no longer the base case. Against this backdrop, we removed hedged German, French and Japanese government bonds from the portfolio and reduced our U.S. Treasury weighting. The Fund has maintained its high yield, investment-grade and mortgage-backed positions, which were accretive to the Fund over the reporting period and should be supported by a favorable supply/demand dynamic in 2020. The Fund’s currency allocations remained conservative, with the Egyptian pound currently the only emerging market currency position. As the Fund’s sovereign debt allocation was reduced, we increased its corporate investment-grade position, primarily within the short- to mid-duration segments. Overall, while the global economy seems to have found its footing, most risk assets are priced for a “Goldilocks” scenario of moderate growth and low inflation and currently do not offer significant price appreciation in the near term, in our view.

The Fund used U.S. Treasury futures and German bund futures to help manage its bond exposure. The use of these instruments marginally detracted from performance. Currency forwards, which were used to help manage the Fund’s currency exposures, were a

 

  2              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


headwind for results. The Fund tactically used credit default swaps and CDX to manage its high-yield credit exposure. They contributed to performance over the reporting period. In aggregate, the Fund’s use of derivatives was a modest negative for returns.

Performance review

For the twelve months ended December 31, 2019, Class IS shares of BrandywineGLOBAL — Global Flexible Income Fund returned 10.87%. The Fund’s unmanaged benchmark, the Bloomberg Barclays U.S. Aggregate Indexxi, returned 8.72% for the same period. The Lipper Multi-Sector Income Funds Category Averagexii returned 9.77% over the same time frame.

 

Performance Snapshot as of December 31, 2019
(unaudited)
 
(excluding sales charges)   6 months     12 months  
BrandywineGLOBAL — Global Flexible Income Fund:    

Class A

    2.28     10.41

Class I

    2.53     10.84

Class IS

    2.45     10.87
Bloomberg Barclays U.S. Aggregate Index     2.45     8.72
Lipper Multi-Sector Income Funds
Category Average
    2.62     9.77

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value, investment returns and yields will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/mutualfunds.

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

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

The 30-Day SEC Yields for the period ended December 31, 2019 for Class A, Class I and Class IS shares were 1.96%, 2.28% and 2.34%, respectively. Absent fee waivers and/or expense reimbursements, the 30-Day SEC Yields for Class A, Class I and Class IS shares would have been -1.11%, -0.91% and -0.86%, respectively. The 30-Day SEC Yield, calculated pursuant to the standard SEC formula, is based on a Fund’s investments over an annualized trailing 30-day period, and not on the distributions paid by the Fund, which may differ.

This Fund is the successor to an institutional account (the “Predecessor”). Immediately prior to the Fund commencing operations, the Predecessor transferred its assets to the Fund in exchange for the Fund’s Class IS shares.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated April 29, 2019, the gross total annual fund operating expense ratios for Class A, Class I and Class IS shares were 4.61%, 4.35% and 4.33%, respectively.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report               3  


Fund overview (cont’d)

 

Actual expenses may be higher. For example, expenses may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile.

As a result of expense limitation arrangements, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, dividend and interest expense on securities sold short, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 1.10% for Class A shares, 0.75% for Class I shares and 0.65% for Class IS shares. In addition, the ratio of total annual fund operating expenses for Class IS shares will not exceed the ratio of total annual fund operating expenses for Class I shares. Total annual fund operating expenses after waiving fees and/or reimbursing expenses exceed the expense cap for Class A, Class I and Class IS shares as result of acquired fund fees and expenses. These expense limitation arrangements cannot be terminated prior to December 31, 2021 without the Board of Trustees’ consent.

The manager is permitted to recapture amounts waived and/or reimbursed to a class within three years after the fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual operating expenses exceeding the expense cap or any other lower limit then in effect.

Q. What were the leading contributors to performance?

A. The largest contributor to the Fund’s relative performance during the reporting period was its exposure to European sovereign debt. In particular, overweights to German and French government bonds early in the reporting period and an overweight to Italian government bonds late in the period was beneficial for results. Slow European growth and a renewed dovish stance from ECB supported bonds in Europe.

Elsewhere, an overweight to short-dated Egyptian government local currency bonds was rewarded during the reporting period. Demand for these securities was solid given their attractive yields. In addition, investor sentiment was supported by the country’s relatively strong growth, falling inflation and structural reforms.

Finally, an overweight to U.S. high-yield corporate bonds contributed to performance. Despite a volatile macro backdrop, these securities rallied sharply during the reporting period.

Q. What were the leading detractors from performance?

A. The largest detractor from the Fund’s relative performance during the reporting period was its tactical exposure to the British pound sterling. Brexit uncertainty kept volatility in U.K. assets elevated for much of the reporting period.

 

  4              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


Thank you for your investment in BrandywineGLOBAL — Global Flexible Income Fund. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

 

LOGO

Gary P. Herbert, CFA

Portfolio Manager

Brandywine Global Investment Management, LLC

 

LOGO

Brian L. Kloss, JD, CPA

Portfolio Manager

Brandywine Global Investment Management, LLC

 

LOGO

Tracy Chen, CFA, CAIA

Portfolio Manager

Brandywine Global Investment Management, LLC

 

LOGO

John (“Jack”) P. McIntyre, CFA

Portfolio Manager

Brandywine Global Investment Management, LLC

 

LOGO

Anujeet Sareen, CFA

Portfolio Manager

Brandywine Global Investment Management, LLC

January 21, 2020

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report              5  


Fund overview (cont’d)

 

RISKS: Fixed-income securities involve interest rate, credit, inflation, and reinvestment risks. As interest rates rise, the value of fixed-income securities falls. “High yield” or “junk” bonds are subject to greater price volatility, illiquidity, and possibility of default. Asset-backed, mortgage-backed or mortgage-related securities are subject to prepayment and extension risks. International investments are subject to special risks, including currency fluctuations and social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. Equity securities are subject to market and price fluctuations. Derivatives, such as options and futures, can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. The Fund may use derivatives to a significant extent, which could result in substantial losses and greater volatility in the Fund’s net assets. Leverage may increase volatility and possibility of loss. Active and frequent trading may increase a shareholder’s tax liability and transaction costs, which could detract from Fund performance. As a non-diversified fund, the Fund is permitted to invest a higher percentage of its assets in any one issuer than a diversified fund, which may magnify the Fund’s losses from events affecting a particular issuer. The manager’s investment style may become out of favor and/or the manager’s selection process may prove incorrect, which may have a negative impact on the Fund’s performance. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

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

 

  6              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


 

i  

Effective duration is a duration calculation for bonds with embedded options. Effective duration takes into account that expected cash flows will fluctuate as interest rates change. Please note, duration measures the sensitivity of price (the value of principal) of a fixed-income investment to a change in interest rates. Funds that employ leverage calculate effective duration based off of Net Assets.

 

ii

Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

 

iii

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

 

iv

The European Central Bank (“ECB”) is responsible for the monetary system of the European Union and the euro currency.

 

v

The Bank of England (“BoE”), formally the Governor and Company of the BoE, is the central bank of the United Kingdom. The BoE’s purpose is to maintain monetary and financial stability.

 

vi

The Bank of Japan is the central bank of Japan. The bank is responsible for issuing and handling currency and treasury securities, implementing monetary policy, maintaining the stability of the Japanese financial system and the yen currency.

 

vii 

The People’s Bank of China is the central bank of the People’s Republic of China with the power to carry out monetary policy and regulate financial institutions in mainland China.

 

viii 

The Bloomberg Barclays Global Aggregate Index is an index comprised of several other Bloomberg Barclays indices that measure fixed-income performance of regions around the world.

 

ix

The Bloomberg Barclays Global High Yield Index (USD Hedged) provides a broad-based measure of the global high-yield fixed-income markets, representing the union of the U.S. High-Yield, Pan-European High-Yield, U.S. Emerging Markets High-Yield, CMBS High-Yield and Pan European Emerging Markets High-Yield Indices.

 

x

The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments.

 

xi

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

 

xii 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended December 31, 2019, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 329 funds for the six-month period and among the 323 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report              7    


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments  

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of December 31, 2019 and December 31, 2018 and does not include derivatives, such as futures contracts, forward foreign currency contracts and swap contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

  8              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; service and/or distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on July 1, 2019 and held for the six months ended December 31, 2019.

Actual expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

Hypothetical example for comparison purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Based on actual total return1                 Based on hypothetical total return1  
     Actual
Total Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio
   

Expenses
Paid

During

the
Period3

               Hypothetical
Annualized
Total Return
   

Beginning

Account
Value

    Ending
Account
Value
    Annualized
Expense
Ratio
   

Expenses
Paid

During

the
Period3

 
Class A     2.28   $ 1,000.00     $ 1,022.80       0.99   $ 5.05       Class A     5.00   $ 1,000.00     $ 1,020.21       0.99   $ 5.04  
Class I     2.53       1,000.00       1,025.30       0.69       3.52       Class I     5.00       1,000.00       1,021.73       0.69       3.52  
Class IS     2.45       1,000.00       1,024.50       0.65       3.32       Class IS     5.00       1,000.00       1,021.93       0.65       3.31  

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report             9    


Fund expenses (unaudited) (cont’d)

 

1 

For the six months ended December 31, 2019.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365.

 

  10              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


Fund performance (unaudited)

 

BrandywineGLOBAL — Global Flexible Income Fund (the “Fund”) is the successor to an institutional account (the “Predecessor”). The performance in the accompanying table and line graph for Class IS shares includes performance of the Predecessor. The Predecessor’s inception date was March 31, 2013. On May 31, 2016, the Predecessor transferred its assets to the Fund in exchange for the Fund’s Class IS shares. The investment policies, objectives, guidelines and restrictions of the Fund are in all material respects equivalent to those of the Predecessor. In addition, the Predecessor’s portfolio managers are the current portfolio managers of the Fund. As a mutual fund registered under the Investment Company Act of 1940, the Fund is subject to certain restrictions under the 1940 Act and the Internal Revenue Code to which the Predecessor was not subject. Had the Predecessor been registered under the 1940 Act and been subject to the provisions of the 1940 Act and the Code, its investment performance may have been adversely affected. The performance information reflects the gross expenses of the Predecessor adjusted to reflect the higher fees and expenses of Class IS of the Fund. The performance is shown net of annual management fees and other expenses, which reflects the application of the Class IS expense limitation agreement. If the expense limitation agreement were not applicable, expenses would be higher and performance lower.

The Predecessor did not have distribution policies. The Predecessor was an unregistered separately managed account, did not qualify as a regulated investment company for federal income tax purposes and did not pay dividends or distributions.

 

Average annual total returns  
Without sales charges1    Class A      Class I      Class IS  
Twelve Months Ended 12/31/19      10.41      10.84      10.87
Five Years Ended 12/31/19      N/A        N/A        4.97  
Inception* through 12/31/19      5.63        5.94        4.55  
With sales charges2    Class A      Class I      Class IS  
Twelve Months Ended 12/31/19      5.72      10.84      10.87
Five Years Ended 12/31/19      N/A        N/A        4.97  
Inception* through 12/31/19      4.36        5.94        4.55  

 

Cumulative total returns  
Without sales charges1       
Class A (Inception date of 5/31/16 through 12/31/19)     21.70
Class I (Inception date of 5/31/16 through 12/31/19)     22.98  
Class IS (Inception date of 3/31/13 through 12/31/19)     35.10  

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

 

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           11    


Fund performance (unaudited) (cont’d)

 

arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 4.25%.

 

*

Inception dates for Class A, I and IS shares are May 31, 2016, May 31, 2016 and March 31, 2013, respectively.

 

  12              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


Historical performance

Value of $1,000,000 invested in

Class IS Shares of BrandywineGLOBAL — Global Flexible Income Fund vs. Bloomberg Barclays U.S. Aggregate Index† — March 31, 2013 - December 2019

 

LOGO

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

 

Hypothetical illustration of $1,000,000 invested in Class IS shares of BrandywineGLOBAL — Global Flexible Income Fund on March 31, 2013 (inception date of the Predecessor), assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through December 31, 2019. The hypothetical illustration also assumes a $1,000,000 investment in the Bloomberg Barclays U.S. Aggregate Index. The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. The index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than Class IS shares’ performance indicated on this chart, depending on whether greater or lesser charges and fees were incurred by shareholders investing in the other classes.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report              13    


Schedule of investments

December 31, 2019

 

BrandywineGLOBAL — Global Flexible Income Fund

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Corporate Bonds & Notes — 59.2%                                
Communication Services — 3.6%                                

Entertainment — 1.0%

                               

Walt Disney Co., Senior Notes

    1.650     9/1/22       65,000     $ 64,866  

Media — 0.5%

                               

Liberty Interactive LLC, Senior Notes

    8.250     2/1/30       30,000       29,680  

Wireless Telecommunication Services — 2.1%

                               

Sprint Corp., Senior Notes

    7.250     9/15/21       130,000       137,712  

Total Communication Services

                            232,258  
Consumer Discretionary — 3.8%                                

Automobiles — 2.0%

                               

American Honda Finance Corp., Senior Notes

    2.050     1/10/23       95,000       95,405  

Hyundai Capital America, Senior Notes

    2.850     11/1/22       30,000       30,354  (a)  

Total Automobiles

                            125,759  

Specialty Retail — 1.8%

                               

L Brands Inc., Senior Notes

    6.625     4/1/21       30,000       31,512  

L Brands Inc., Senior Notes

    5.625     10/15/23       16,000       17,294  

PetSmart Inc., Senior Secured Notes

    5.875     6/1/25       65,000       66,381  (a)  

Total Specialty Retail

                            115,187  

Total Consumer Discretionary

                            240,946  
Consumer Staples — 3.5%                                

Food Products — 3.5%

                               

Campbell Soup Co., Senior Notes

    3.650     3/15/23       90,000       93,821  

Kraft Heinz Foods Co., Senior Notes

    3.500     6/6/22       130,000       134,130  

Total Consumer Staples

                            227,951  
Financials — 20.4%                                

Banks — 15.1%

                               

Bank of America Corp., Senior Notes

    2.503     10/21/22       30,000       30,299  

Bank of America Corp., Subordinated Notes

    4.200     8/26/24       120,000       128,937  

Canadian Imperial Bank of Commerce, Senior Notes (SOFR + 0.800%)

    2.341     3/17/23       100,000       100,373  (b) 

CIT Group Inc., Senior Notes

    5.000     8/15/22       65,000       69,062  

Citigroup Inc., Senior Notes

    3.875     10/25/23       95,000       100,941  

JPMorgan Chase & Co., Senior Notes

    3.200     1/25/23       60,000       61,960  

Macquarie Bank Ltd., Senior Notes

    2.100     10/17/22       105,000       105,373  (a) 

Toronto-Dominion Bank, Senior Notes

    1.900     12/1/22       60,000       60,083  

Wells Fargo & Co., Senior Notes

    2.625     7/22/22       60,000       60,916  

Wells Fargo Bank NA, Senior Notes (3 mo. USD LIBOR + 0.490%)

    3.325     7/23/21       250,000       251,981  (b) 

Total Banks

                            969,925  

 

See Notes to Financial Statements.

 

  14              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


BrandywineGLOBAL — Global Flexible Income Fund

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Capital Markets — 4.8%

                               

Ares Capital Corp., Senior Notes

    4.200     6/10/24       40,000     $ 41,921  

Ares Capital Corp., Senior Notes

    4.250     3/1/25       25,000       26,140  

DH Europe Finance II Sarl, Senior Notes

    2.050     11/15/22       35,000       35,063  

FS KKR Capital Corp., Senior Notes

    4.750     5/15/22       26,000       26,923  

FS KKR Capital Corp., Senior Notes

    4.625     7/15/24       17,000       17,684  

FS KKR Capital Corp., Senior Notes

    4.125     2/1/25       35,000       35,518  

Main Street Capital Corp., Senior Notes

    5.200     5/1/24       60,000       64,575  

Owl Rock Capital Corp., Senior Notes

    4.000     3/30/25       60,000       60,280  

Total Capital Markets

                            308,104  

Insurance — 0.5%

                               

Aon Corp., Senior Notes

    2.200     11/15/22       20,000       20,108  

Markel Corp., Senior Notes

    3.350     9/17/29       15,000       15,398  

Total Insurance

                            35,506  

Total Financials

                            1,313,535  
Health Care — 4.1%                                

Biotechnology — 0.6%

                               

AbbVie Inc., Senior Notes

    2.300     11/21/22       35,000       35,201  (a)   

Health Care Providers & Services — 0.4%

                               

HCA Inc., Senior Secured Notes

    4.750     5/1/23       25,000       26,804  

Pharmaceuticals — 3.1%

                               

Bausch Health Cos. Inc., Senior Secured Notes

    6.500     3/15/22       20,000       20,475  (a)  

Bausch Health Cos. Inc., Senior Secured Notes

    7.000     3/15/24       40,000       41,683  (a)  

Bristol-Myers Squibb Co., Senior Notes

    2.600     5/16/22       120,000       122,038  (a)  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    3.150     10/1/26       20,000       16,701  

Total Pharmaceuticals

                            200,897  

Total Health Care

                            262,902  
Industrials — 4.0%                                

Aerospace & Defense — 1.1%

                               

Boeing Co., Senior Notes

    2.700     5/1/22       25,000       25,400  

Northrop Grumman Corp., Senior Notes

    3.500     3/15/21       40,000       40,781  

Total Aerospace & Defense

                            66,181  

Industrial Conglomerates — 1.9%

                               

General Electric Co., Senior Notes

    3.150     9/7/22       110,000       112,361  

General Electric Co., Senior Notes

    3.100     1/9/23       10,000       10,224  

Total Industrial Conglomerates

                            122,585  

Trading Companies & Distributors — 1.0%

                               

Air Lease Corp., Senior Notes

    2.250     1/15/23       65,000       65,108  

Total Industrials

                            253,874  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           15  


Schedule of investments (cont’d)

December 31, 2019

 

BrandywineGLOBAL — Global Flexible Income Fund

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Information Technology — 10.0%                                

IT Services — 2.5%

                               

International Business Machines Corp., Senior Notes

    2.850     5/13/22       120,000     $ 122,754  

PayPal Holdings Inc., Senior Notes

    2.200     9/26/22       40,000       40,254  

Total IT Services

                            163,008  

Semiconductors & Semiconductor Equipment — 1.0%

                               

Broadcom Inc., Senior Notes

    3.125     10/15/22       30,000       30,574  (a)  

Broadcom Inc., Senior Notes

    3.625     10/15/24       30,000       31,217  (a)  

Total Semiconductors & Semiconductor Equipment

                            61,791  

Software — 1.4%

                               

NortonLifeLock Inc., Senior Notes

    5.000     4/15/25       90,000       92,005  (a)   

Technology Hardware, Storage & Peripherals — 5.1%

                               

Apple Inc., Senior Notes

    1.700     9/11/22       130,000       129,960  

Dell International LLC/EMC Corp., Senior Secured Notes

    6.020     6/15/26       115,000       132,485  (a) 

Hewlett Packard Enterprise Co., Senior Notes

    2.250     4/1/23       65,000       64,985  

Total Technology Hardware, Storage & Peripherals

                            327,430  

Total Information Technology

                            644,234  
Materials — 5.6%                                

Chemicals — 2.6%

                               

CF Industries Inc., Senior Secured Notes

    3.400     12/1/21       44,000       45,145  (a)  

FMC Corp., Senior Notes

    3.450     10/1/29       35,000       36,263  

W.R. Grace & Co., Senior Notes

    5.125     10/1/21       80,000       83,554  (a)  

Total Chemicals

                            164,962  

Containers & Packaging — 0.7%

                               

Sealed Air Corp., Senior Notes

    5.250     4/1/23       40,000       42,717  (a)   

Metals & Mining — 0.6%

                               

Steel Dynamics Inc., Senior Notes

    5.125     10/1/21       40,000       40,024  

Paper & Forest Products — 1.7%

                               

Boise Cascade Co., Senior Notes

    5.625     9/1/24       105,000       109,506  (a)   

Total Materials

                            357,209  
Real Estate — 2.7%                                

Equity Real Estate Investment Trusts (REITs) — 2.7%

                               

American Tower Corp., Senior Notes

    2.250     1/15/22       60,000       60,214  

Iron Mountain Inc., Senior Notes

    6.000     8/15/23       85,000       86,984  

Iron Mountain Inc., Senior Notes

    5.250     3/15/28       25,000       26,046  (a)  

Total Real Estate

                            173,244  
Utilities — 1.5%                                

Electric Utilities — 0.4%

                               

DPL Inc., Senior Notes

    7.250     10/15/21       27,000       28,428  

 

See Notes to Financial Statements.

 

  16              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


BrandywineGLOBAL — Global Flexible Income Fund

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Gas Utilities — 1.1%

                               

AmeriGas Partners LP/AmeriGas Finance Corp., Senior Notes

    5.625     5/20/24       65,000     $ 70,362  

Total Utilities

                            98,790  

Total Corporate Bonds & Notes (Cost — $3,743,061)

                            3,804,943  
U.S. Government & Agency Obligations — 13.0%                                

U.S. Government Obligations — 13.0%

                               

U.S. Treasury Notes (Cost — $843,021)

    2.375     5/15/29       805,000       837,451  
Asset-Backed Securities — 8.6%                                

Centex Home Equity Loan Trust, 2005-A M1 (1 mo. USD LIBOR + 0.720%)

    2.512     1/25/35       31,931       32,019  (b)  

CWABS Revolving Home Equity Loan Trust, 2004-I A (1 mo. USD LIBOR + 0.290%)

    2.030     2/15/34       70,418       70,221  (b)  

JPMorgan Mortgage Acquisition Trust, 2007-CH3 A1B (1 mo. USD LIBOR + 0.320%)

    2.112     3/25/37       162,747       160,395  (b)  

Long Beach Mortgage Loan Trust, 2005-WL2 M2 (1 mo. USD LIBOR + 0.735%)

    2.527     8/25/35       38,147       38,357  (b)  

Merrill Lynch Mortgage Investors Trust, 2006-HE1 M1 (1 mo. USD LIBOR + 0.390%)

    2.182     12/25/36       42,256       42,273  (b)  

New Century Home Equity Loan Trust, 2005-B A2D (1 mo. USD LIBOR + 0.400%)

    2.192     10/25/35       60,025       60,264  (b)  

Towd Point Mortgage Trust, 2017-4 A1

    2.750     6/25/57       150,450       151,713  (a)(b) 

Total Asset-Backed Securities (Cost — $549,088)

                            555,242  
Collateralized Mortgage Obligations (c) — 7.2%                                

Chase Home Lending Mortgage Trust, 2019-ATR2 A11 (1 mo. USD LIBOR + 0.900%)

    2.692     7/25/49       68,313       68,107  (a)(b)  

Lehman XS Trust, 2005-5N 1A1 (1 mo. USD LIBOR + 0.300%)

    2.092     11/25/35       64,869       64,264  (b)  

Sequoia Mortgage Trust, 2017-CH2 A10

    4.000     12/25/47       151,441       152,684  (a)(b) 

Thornburg Mortgage Securities Trust, 2004-2 A1 (1 mo. USD LIBOR + 0.620%)

    2.412     6/25/44       76,169       76,331  (b)  

WaMu Mortgage Pass-Through Trust, 2004-AR5 A6

    4.695     6/25/34       98,126       102,715  (b)  

Total Collateralized Mortgage Obligations (Cost — $461,755)

 

                    464,101  
Sovereign Bonds — 2.0%                                

Italy — 1.2%

                               

Italy Buoni Poliennali Del Tesoro, Senior Notes

    3.450     3/1/48       55,000  EUR      75,166  (d)   

Japan — 0.8%

                               

Japan Government Thirty Year Bond, Senior Notes

    0.400     6/20/49       5,500,000  JPY      50,508  

Total Sovereign Bonds (Cost — $137,165)

                            125,674  

Total Investments before Short-Term Investments (Cost — $5,734,090)

 

            5,787,411  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           17  


Schedule of investments (cont’d)

December 31, 2019

 

BrandywineGLOBAL — Global Flexible Income Fund

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Short-Term Investments — 9.0%                                
Sovereign Bonds — 6.0%                                

Egypt Treasury Bills (Cost — $386,490)

    7.926     1/21/20       6,250,000  EGP    $ 387,703  (e)   
                   Shares         
Money Market Funds — 3.0%                                

JPMorgan U.S. Government Money Market Fund, Institutional Class (Cost — $193,820)

    1.469             193,820       193,820  

Total Short-Term Investments (Cost — $580,310)

                            581,523  

Total Investments — 99.0% (Cost — $6,314,400)

                            6,368,934  

Other Assets in Excess of Liabilities — 1.0%

                            62,282  

Total Net Assets — 100.0%

                          $ 6,431,216  

 

Face amount denominated in U.S. dollars, unless otherwise noted.

 

(a) 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees.

 

(b) 

Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

 

(c) 

Collateralized mortgage obligations are secured by an underlying pool of mortgages or mortgage pass-through certificates that are structured to direct payments on underlying collateral to different series or classes of the obligations. The interest rate may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators and may be subject to an upper and/or lower limit.

 

(d) 

Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees.

 

(e) 

Rate shown represents yield-to-maturity.

 

Abbreviations used in this schedule:

EGP   — Egyptian Pound
EUR   — Euro
JPY   — Japanese Yen
LIBOR   — London Interbank Offered Rate
SOFR   — Secured Overnight Financing Rate
USD   — United States Dollar

 

See Notes to Financial Statements.

 

  18              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


BrandywineGLOBAL — Global Flexible Income Fund

 

At December 31, 2019, the Fund had the following open futures contracts:

 

      Number of
Contracts
     Expiration
Date
     Notional
Amount
     Market
Value
     Unrealized
Depreciation
 
Contracts to Buy:                                             
U.S. Treasury 10-Year Notes      1        3/20      $ 129,537      $ 128,422      $ (1,115)  
U.S. Treasury Long-Term Bonds      1        3/20        159,283        155,906        (3,377)  
Net unrealized depreciation on open futures contracts

 

                     $ (4,492)  

At December 31, 2019, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
   

Currency

Sold

    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
USD     47,055     JPY     5,000,000     Citibank N.A.     1/9/20     $ 1,014  
GBP     60,000     USD     76,988     Citibank N.A.     1/24/20       2,542  
USD     62,814     GBP     50,000     Citibank N.A.     1/24/20       (3,461)  
USD     74,511     GBP     60,000     HSBC Securities Inc.     1/24/20       (5,020)  
USD     75,241     GBP     60,000     HSBC Securities Inc.     1/24/20       (4,290)  
GBP     110,000     USD     139,559     JPMorgan Chase & Co.     1/24/20       6,248  
USD     222,737     EUR     200,000     JPMorgan Chase & Co.     3/11/20       (2,600)  
EUR     120,000     USD     134,207     National Australia Bank Ltd.     3/11/20       995  
Total                                   $ (4,572)  

 

Abbreviations used in this table:

EUR   — Euro
GBP   — British Pound
JPY   — Japanese Yen
USD   — United States Dollar

At December 31, 2019, the Fund had the following open swap contracts:

 

OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — SELL PROTECTION1  
Swap Counterparty
(Reference Entity)
  Notional
Amount2
    Termination
Date
    Implied
Credit
Spread at
December 31,
20193
  Periodic
Payments
Received by
the Fund†
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
 
Barclays Bank PLC (CCO Holdings LLC/CCO Holdings Capital Corp., 5.750%, due 1/15/24)   $ 25,000       6/20/21     0.176%   5.000% quarterly   $ 1,767     $ 1,704     $ 63  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           19  


Schedule of investments (cont’d)

December 31, 2019

 

BrandywineGLOBAL — Global Flexible Income Fund

 

OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — SELL PROTECTION1 (cont’d)  
Swap Counterparty
(Reference Entity)
  Notional
Amount2
    Termination
Date
    Implied
Credit
Spread at
December 31,
20193
  Periodic
Payments
Received by
the Fund†
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
 
Barclays Bank PLC (CCO Holdings LLC/CCO Holdings Capital Corp., 5.750%, due 1/15/24)   $ 25,000       6/20/21     0.176%   5.000% quarterly   $ 1,767     $ 1,704     $ 63  
Barclays Bank PLC (Goodyear Tire & Rubber Co., 5.000%, due 5/31/26)     105,000       6/20/22     0.552%   5.000% quarterly     11,344       9,903       1,441  
Barclays Bank PLC (Sprint Communications Inc., 7.000%, due 8/15/20)     115,000       6/20/21     0.981%   5.000% quarterly     6,720       6,104       616  
JPMorgan Chase & Co., (Liberty Interactive LLC, 8.500%, due 7/15/29)     100,000       6/20/22     1.021%   5.000% quarterly     9,596       5,533       4,063  
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)     40,000       6/20/22     0.536%   1.000% quarterly     450       (1,540)       1,990  
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)     65,000       6/20/22     0.536%   1.000% quarterly     732       (2,503)       3,235  
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)     40,000       12/20/22     0.674%   1.000% quarterly     378       (1,024)       1,402  
Total   $ 515,000                     $ 32,754     $ 19,881     $ 12,873  

 

See Notes to Financial Statements.

 

  20              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


 

 

BrandywineGLOBAL — Global Flexible Income Fund

 

1 

If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

 

2 

The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

 

3 

Implied credit spreads, utilized in determining the market value of credit default swap agreements on corporate or sovereign issues as of period end, serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.

 

Percentage shown is an annual percentage rate.

 

Summary of Investments by Country* (unaudited)       
United States      84.5
Canada      2.5  
Australia      1.6  
Italy      1.2  
Japan      0.8  
Israel      0.3  
Short-Term Investments      9.1  
       100.0

 

*

As a percentage of total investments. Please note that the Fund holdings are as of December 31, 2019 and are subject to change.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           21  


Statement of assets and liabilities

December 31, 2019

 

Assets:         

Investments, at value (Cost — $6,314,400)

   $ 6,368,934  

Foreign currency, at value (Cost — $4)

     4  

Interest receivable

     40,368  

OTC swaps, at value (net premiums paid — $19,881)

     32,754  

Receivable from investment manager

     14,200  

Unrealized appreciation on forward foreign currency contracts

     10,799  

Deposits with brokers for open futures contracts

     4,734  

Deposits with brokers for centrally cleared swap contracts

     1,000  

Receivable for open OTC swap contracts

     665  

Prepaid expenses

     13,017  

Total Assets

     6,486,475  
Liabilities:         

Unrealized depreciation on forward foreign currency contracts

     15,371  

Payable to broker — variation margin on open futures contracts

     453  

Trustees’ fees payable

     132  

Service and/or distribution fees payable

     35  

Accrued expenses

     39,268  

Total Liabilities

     55,259  
Total Net Assets    $ 6,431,216  
Net Assets:         

Par value (Note 7)

   $ 6  

Paid-in capital in excess of par value

     6,396,959  

Total distributable earnings (loss)

     34,251  
Total Net Assets    $ 6,431,216  
Net Assets:         

Class A

     $165,051  

Class I

     $126,144  

Class IS

     $6,140,021  
Shares Outstanding:         

Class A

     16,482  

Class I

     12,596  

Class IS

     612,672  
Net Asset Value:         

Class A (and redemption price)

     $10.01  

Class I (and redemption price)

     $10.01  

Class IS (and redemption price)

     $10.02  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 4.25%)

     $10.45  

 

See Notes to Financial Statements.

 

  22              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


Statement of operations

For the Year Ended December 31, 2019

 

Investment Income:         

Interest

   $ 219,965  

Less: Foreign taxes withheld

     (7,338)  

Total Investment Income

     212,627  
Expenses:         

Fund accounting fees

     67,926  

Registration fees

     53,654  

Audit and tax fees

     52,767  

Investment management fee (Note 2)

     34,078  

Legal fees

     13,427  

Custody fees

     8,013  

Transfer agent fees (Note 5)

     1,050  

Trustees’ fees

     990  

Insurance

     426  

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

     398  

Fees recaptured by investment manager (Note 2)

     83  

Interest expense

     8  

Shareholder reports

     (2,552)  

Miscellaneous expenses

     1,387  

Total Expenses

     231,655  

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

     (190,801)  

Net Expenses

     40,854  
Net Investment Income      171,773  

Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Swap Contracts,

Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):

        

Net Realized Gain (Loss) From:

        

Investment transactions

     424,041 † 

Futures contracts

     (285)  

Swap contracts

     (5,744)  

Forward foreign currency contracts

     (27,471)  

Foreign currency transactions

     (7,683)  

Net Realized Gain

     382,858  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     62,641  

Futures contracts

     (4,492)  

Swap contracts

     8,442  

Forward foreign currency contracts

     6,646  

Foreign currencies

     282  

Change in Net Unrealized Appreciation (Depreciation)

     73,519  
Net Gain on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions      456,377  
Increase in Net Assets From Operations    $ 628,150  

 

Net of foreign capital gains tax of $485.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           23  


Statements of changes in net assets

 

 

For the Years Ended December 31,    2019      2018  
Operations:                  

Net investment income

   $ 171,773      $ 185,916  

Net realized gain (loss)

     382,858        (154,094)  

Change in net unrealized appreciation (depreciation)

     73,519        (151,929)  

Increase (Decrease) in Net Assets From Operations

     628,150        (120,107)  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (372,174)        (209,814)  

Decrease in Net Assets From Distributions to Shareholders

     (372,174)        (209,814)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     3,000        365  

Reinvestment of distributions

     372,174        209,814  

Cost of shares repurchased

     (333)        (8,936)  

Increase in Net Assets From Fund Share Transactions

     374,841        201,243  

Increase (Decrease) in Net Assets

     630,817        (128,678)  
Net Assets:                  

Beginning of year

     5,800,399        5,929,077  

End of year

   $ 6,431,216      $ 5,800,399  

 

See Notes to Financial Statements.

 

  24              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


Financial highlights

 

For a share of each class of beneficial  interest outstanding throughout each year ended December 31,

unless otherwise noted:

 
Class A Shares1   2019     2018     2017     20162  
Net asset value, beginning of year     $9.59       $10.15       $10.01       $10.00  
Income (loss) from operations:        

Net investment income

    0.25       0.28       0.39       0.22  

Net realized and unrealized gain (loss)

    0.75       (0.52)       0.32       0.31  

Total income (loss) from operations

    1.00       (0.24)       0.71       0.53  
Less distributions from:        

Net investment income

    (0.46)       (0.30)       (0.44)       (0.18)  

Net realized gains

    (0.12)       (0.02)       (0.13)       (0.34)  

Total distributions

    (0.58)       (0.32)       (0.57)       (0.52)  
Net asset value, end of year     $10.01       $9.59       $10.15       $10.01  

Total return3

    10.41     (2.34)     7.22     5.26
Net assets, end of year (000s)     $165       $150       $162       $105  
Ratios to average net assets:        

Gross expenses

    4.05     4.60     4.58     6.38 %4 

Net expenses5,6

    0.98       0.95       0.90       0.93 4  

Net investment income

    2.45       2.87       3.78       3.66 4  
Portfolio turnover rate     356     192     111     94 %7  

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the period May 31, 2016 (inception date) to December 31, 2016.

 

3 

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. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, dividend and interest expense on securities sold short, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A shares did not exceed 1.10%. This expense limitation arrangement cannot be terminated prior to December 31, 2021 without the Board of Trustees’ consent.

 

7 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           25  


Financial highlights (cont’d)

 

For a share of each class of beneficial interest  outstanding throughout each year ended December 31,
unless otherwise noted:
 
Class I Shares1   2019     2018     2017     20162  
Net asset value, beginning of year     $9.59       $10.15       $10.01       $10.00  
Income (loss) from operations:        

Net investment income

    0.28       0.31       0.42       0.24  

Net realized and unrealized gain (loss)

    0.75       (0.52)       0.32       0.30  

Total income (loss) from operations

    1.03       (0.21)       0.74       0.54  
Less distributions from:        

Net investment income

    (0.49)       (0.33)       (0.47)       (0.19)  

Net realized gains

    (0.12)       (0.02)       (0.13)       (0.34)  

Total distributions

    (0.61)       (0.35)       (0.60)       (0.53)  
Net asset value, end of year     $10.01       $9.59       $10.15       $10.01  

Total return3

    10.84     (2.07)     7.49     5.40
Net assets, end of year (000s)     $126       $111       $113       $105  
Ratios to average net assets:        

Gross expenses

    3.75     4.34     4.34     6.15 %4 

Net expenses5,6

    0.68       0.69       0.66       0.69 4  

Net investment income

    2.75       3.12       4.08       3.91 4  
Portfolio turnover rate     356     192     111     94 %7  

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the period May 31, 2016 (inception date) to December 31, 2016.

 

3 

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. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, dividend and interest expense on securities sold short, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 0.75%. This expense limitation arrangement cannot be terminated prior to December 31, 2021 without the Board of Trustees’ consent.

 

7 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

  26              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


For a share of each class of beneficial interest outstanding throughout each year ended December 31,
unless otherwise noted:
 
Class IS Shares1   2019     2018     2017     20162  
Net asset value, beginning of year     $9.59       $10.15       $10.01       $10.00  
Income (loss) from operations:        

Net investment income

    0.28       0.32       0.42       0.24  

Net realized and unrealized gain (loss)

    0.76       (0.52)       0.32       0.30  

Total income (loss) from operations

    1.04       (0.20)       0.74       0.54  
Less distributions from:        

Net investment income

    (0.49)       (0.34)       (0.47)       (0.19)  

Net realized gains

    (0.12)       (0.02)       (0.13)       (0.34)  

Total distributions

    (0.61)       (0.36)       (0.60)       (0.53)  
Net asset value, end of year     $10.02       $9.59       $10.15       $10.01  

Total return3

    10.87     (2.03)     7.52     5.42
Net assets, end of year (000s)     $6,140       $5,540       $5,654       $6,947  
Ratios to average net assets:        

Gross expenses

    3.73 %4      4.33 %4      4.28     6.11 %5 

Net expenses6,7

    0.65 4       0.65 4       0.59       0.65 5  

Net investment income

    2.78       3.18       4.07       3.95 5  
Portfolio turnover rate     356     192     111     94 %8  

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the period May 31, 2016 (inception date) to December 31, 2016.

 

3 

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. Total returns for periods of less than one year are not annualized.

 

4 

Reflects recapture of expenses waived/reimbursed from prior fiscal years.

 

5 

Annualized.

 

6 

Reflects fee waivers and/or expense reimbursements.

 

7 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, dividend and interest expense on securities sold short, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class IS shares did not exceed 0.65%. 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, 2021 without the Board of Trustees’ consent.

 

8 

Excludes securities received as a result of a contribution in-kind.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           27    


Notes to financial statements

 

1. Organization and significant accounting policies

BrandywineGLOBAL — Global Flexible Income Fund (the “Fund”) is a separate non-diversified investment series of Legg Mason Global Asset Management 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”). 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. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. 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. 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 Atlantic Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Trustees, is responsible for making fair value determinations,

 

  28              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


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 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.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           29    


Notes to financial statements (cont’d)

 

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†:                                

Corporate Bonds & Notes

        $ 3,804,943           $ 3,804,943  

U.S. Government & Agency Obligations

          837,451             837,451  

Asset-Backed Securities

          555,242             555,242  

Collateralized Mortgage Obligations

          464,101             464,101  

Sovereign Bonds

          125,674             125,674  
Total Long-Term Investments           5,787,411             5,787,411  
Short-Term Investments†:                                

Sovereign Bonds

          387,703             387,703  

Money Market Funds

  $ 193,820                   193,820  
Total Short-Term Investments     193,820       387,703             581,523  
Total Investments   $ 193,820     $ 6,175,114           $ 6,368,934  
Other Financial Instruments:                                

Forward Foreign Currency Contracts

        $ 10,799           $ 10,799  

OTC Credit Default Swaps on Corporate Issues — Sell Protection‡

          32,754             32,754  
Total Other Financial Instruments         $ 43,553           $ 43,553  
Total   $ 193,820     $ 6,218,667           $ 6,412,487  
LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable

Inputs

(Level 3)

    Total  
Other Financial Instruments:                                

Futures Contracts

  $ 4,492                 $ 4,492  

Forward Foreign Currency Contracts

        $ 15,371             15,371  
Total   $ 4,492     $ 15,371           $ 19,863  

 

See Schedule of Investments for additional detailed categorizations.

 

Value includes any premium paid or received with respect to swap contracts.

(b) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in

 

  30              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the Fund is required to deposit cash or securities with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. 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.

(c) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge exposure of bond positions or in an attempt to increase the Fund’s return. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(d) Swap agreements. The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with other portfolio transactions. Swap agreements are privately negotiated in the over-the-counter market and may be entered into as a bilateral contract (“OTC Swaps”) or centrally cleared (“Centrally Cleared Swaps”). Unlike Centrally Cleared Swaps, the Fund has credit exposure to the counterparties of OTC Swaps.

In a Centrally Cleared Swap, immediately following execution of the swap, the swap agreement is submitted to a clearinghouse or central counterparty (the “CCP”) and the CCP

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           31    


Notes to financial statements (cont’d)

 

becomes the ultimate counterparty of the swap agreement. The Fund is required to interface with the CCP through a broker, acting in an agency capacity. All payments are settled with the CCP through the broker. Upon entering into a Centrally Cleared Swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities.

Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). The daily change in valuation of Centrally Cleared Swaps, if any, is recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities. Gains or losses are realized upon termination of the swap agreement. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

OTC swap payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations.

The Fund’s maximum exposure in the event of a defined credit event on a credit default swap to sell protection is the notional amount. As of December 31, 2019, the total notional value of all credit default swaps to sell protection was $515,000. This amount would be offset by the value of the swap’s reference entity, upfront premiums received on the swap and any amounts received from the settlement of a credit default swap where the Fund bought protection for the same referenced security/entity.

For average notional amounts of swaps held during the year ended December 31, 2019, see Note 4.

Credit default swaps

The Fund enters into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally

 

  32              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Schedule of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for credit derivatives. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.

The Fund’s maximum risk of loss from counterparty risk, as the protection buyer, is the fair value of the contract (this risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty). As the protection seller, the Fund’s maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.

Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           33    


Notes to financial statements (cont’d)

 

(e) 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, 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.

(f) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

Investments in securities that are collateralized by real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be

 

  34              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.

(g) 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.

(h) 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 subadviser 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 subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.

The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that govern over-the-counter derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event 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.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report           35    


Notes to financial statements (cont’d)

 

Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

As of December 31, 2019, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $15,371. 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.

(i) 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), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. 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.

(j) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared and paid on a quarterly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(k) Share class accounting. Investment income, common expenses and realized/unrealized gains (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.

 

  36              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


(l) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

(m) 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.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2019, 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 tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates. Realized gains upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries.

(n) 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 Fund had no reclassifications.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Brandywine Global Investment Management, LLC (“Brandywine Global”) is the Fund’s sub-adviser. LMPFA and Brandywine Global are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.55% of the Fund’s average daily net assets. LMPFA has delegated to Brandywine Global the day-to-day portfolio management of the Fund. For its services, LMPFA pays Brandywine Global monthly 90% of the net management fee.

As a result of expense limitation arrangements between the Fund and LMPFA, the ratio of total annual fund operating expenses, other than interest, brokerage commissions, dividend and interest expense on securities sold short, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A, Class I and Class IS shares did not exceed 1.10%, 0.75% and 0.65%, respectively. In addition, the ratio of total annual fund

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report            37    


Notes to financial statements (cont’d)

 

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, 2021 without the Board of Trustees’ consent.

During the year ended December 31, 2019, fees waived and/or expenses reimbursed amounted to $190,801.

LMPFA is permitted to recapture amounts waived and/or reimbursed to a class within three years after the fiscal year in which LMPFA earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will LMPFA recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual operating expenses exceeding the expense cap or any other lower limit then in effect.

Pursuant to these arrangements, at December 31, 2019, the Fund had remaining fee waivers and/or expense reimbursements subject to recapture by LMPFA and respective dates of expiration as follows:

 

      Class A      Class I      Class IS  
Expires December 31, 2020    $ 4,475      $ 4,048      $ 212,827  
Expires December 31, 2021      5,728        4,082        205,331  
Expires December 31, 2022      4,884        3,701        182,216  
Total fee waivers/expense reimbursements subject to recapture    $ 15,087      $ 11,831      $ 600,374  

For the year ended December 31, 2019, fee waivers and/or expense reimbursements recaptured by LMPFA, if any, were as follows:

 

        Class IS  
LMPFA recaptured      $ 83  

Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sole and exclusive distributor.

There is a maximum initial sales charge of 4.25% for Class A shares. In certain cases, Class A shares have a 1.00% contingent deferred sales charge (“CDSC”), which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended December 31, 2019, LMIS and its affiliates did not receive any sales charges on sales of the Fund’s Class A shares. In addition, for the year ended December 31, 2019, there were no CDSCs paid to LMIS and its affiliates.

All officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.

 

  38              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


As of December 31, 2019, Legg Mason and its affiliates owned 99% of the Fund.

3. Investments

During the year ended December 31, 2019, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:

 

        Investments        U.S. Government &
Agency Obligations
 
Purchases      $ 9,514,609        $ 10,416,060  
Sales        8,492,658          11,787,495  

At December 31, 2019, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost/Premiums
Paid (Received)
     Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
(Depreciation)
 
Securities    $ 6,318,226      $ 71,007      $ (20,299)      $ 50,708  
Swap contracts      19,881        12,873               12,873  
Futures contracts                    (4,492)        (4,492)  
Forward foreign currency contracts             10,799        (15,371)        (4,572)  

4. Derivative instruments and hedging activities

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2019.

 

ASSET DERIVATIVES1  
      Foreign
Exchange Risk
     Credit
Risk
     Total  
OTC swap contracts2           $ 32,754      $ 32,754  
Forward foreign currency contracts    $ 10,799               10,799  
Total    $ 10,799      $ 32,754      $ 43,553  

 

LIABILITY DERIVATIVES1  
      Interest
Rate Risk
    

Foreign

Exchange Risk

     Total  
Futures contracts3    $ 4,492             $ 4,492  
Forward foreign currency contracts           $ 15,371        15,371  
Total    $ 4,492      $ 15,371      $ 19,863  

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report            39    


Notes to financial statements (cont’d)

 

1 

Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation).

 

2 

Values include premiums paid (received) on swap contracts which are shown separately in the Statement of Assets and Liabilities.

 

3 

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities.

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2019. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Credit
Risk
     Total  
Futures contracts    $ (285)                    $ (285)  
Swap contracts                  $ (5,744)        (5,744)  
Forward foreign currency contracts           $ (27,471)               (27,471)  
Total    $ (285)      $ (27,471)      $ (5,744)      $ (33,500)  
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Credit
Risk
     Total  
Futures contracts    $ (4,492)                    $ (4,492)  
Swap contracts                  $ 8,442        8,442  
Forward foreign currency contracts           $ 6,646               6,646  
Total    $ (4,492)      $ 6,646      $ 8,442      $ 10,596  

During the year ended December 31, 2019, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Futures contracts (to buy)      $ 255,558  
Forward foreign currency contracts (to buy)        1,368,609  
Forward foreign currency contracts (to sell)        2,126,706  
        Average Notional
Balance
 
Credit default swap contracts (to sell protection)      $ 717,823  

 

  40              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of December 31, 2019.

 

Counterparty    Gross
Assets
Subject to
Master
Agreements1
     Gross
Liabilities
Subject to
Master
Agreements1
     Net Assets
(Liabilities)
Subject to
Master
Agreements
     Collateral
Pledged
(Received)
     Net
Amount2,3
 
Barclays Bank PLC    $ 21,598             $ 21,598             $ 21,598  
Citibank N.A.      3,556      $ (3,461)        95               95  
HSBC Securities Inc.             (9,310)        (9,310)               (9,310)  
JPMorgan Chase & Co.      15,844        (2,600)        13,244               13,244  
Morgan Stanley & Co. Inc.      1,560               1,560               1,560  
National Australia Bank Ltd.      995               995               995  
Total    $ 43,553      $ (15,371)      $ 28,182             $ 28,182  

 

1  

Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

 

2 

Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

 

3 

Represents the net amount receivable (payable) from (to) the counterparty in the event of default.

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 shares calculated at the annual rate of 0.25% of the average daily net assets of the class. Service and/or distribution fees are accrued daily and paid monthly.

For the year ended December 31, 2019, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class A      $ 398        $ 134  
Class I                 43  
Class IS                 873  
Total      $ 398        $ 1,050  

For the year ended December 31, 2019, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class A      $ 4,884  
Class I        3,701  
Class IS        182,216  
Total      $ 190,801  

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report            41    


Notes to financial statements (cont’d)

 

6. Distributions to shareholders by class

 

        Year Ended
December 31, 2019
       Year Ended
December 31, 2018
 
Net Investment Income:                      
Class A      $ 7,216        $ 4,751  
Class I        5,859          3,751  
Class IS        287,426          189,499  
Total      $ 300,501        $ 198,001  
Net Realized Gains:                      
Class A      $ 1,842        $ 323  
Class I        1,407          226  
Class IS        68,424          11,264  
Total      $ 71,673        $ 11,813  

7. Shares of beneficial interest

At December 31, 2019, 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.

Transactions in shares of each class were as follows:

 

     Year Ended
December 31, 2019
     Year Ended
December 31, 2018
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold                    37      $ 365  
Shares issued on reinvestment      901      $ 9,058        520        5,074  
Shares repurchased      (34)        (333)        (905)        (8,936)  
Net increase (decrease)      867      $ 8,725        (348)      $ (3,497)  
Class I                                    
Shares sold      304      $ 3,000                
Shares issued on reinvestment      723        7,266        407      $ 3,977  
Shares repurchased                            
Net increase      1,027      $ 10,266        407      $ 3,977  
Class IS                                    
Shares sold                            
Shares issued on reinvestment      35,309      $ 355,850        20,568      $ 200,763  
Shares repurchased                            
Net increase      35,309      $ 355,850        20,568      $ 200,763  

 

  42              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


8. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended December 31, was as follows:

 

        2019        2018  
Distributions paid from:                      
Ordinary income      $ 372,174        $ 198,008  
Net long-term capital gains                 11,806  
Total distributions paid      $ 372,174        $ 209,814  

As of December 31, 2019, the components of distributable earnings (loss) on a tax basis were as follows:

 

Other book/tax temporary differences(a)      $ (20,277)  
Unrealized appreciation (depreciation)(b)        54,528  
Total distributable earnings (loss) — net      $ 34,251  

 

(a)  

Other book/tax temporary differences are attributable to the realization for tax purposes of unrealized gains (losses) on certain futures and foreign currency contracts, the deferral of certain late year losses for tax purposes and book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

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

9. Recent accounting pronouncement

The Fund has adopted the disclosure provisions of the Financial Accounting Standards Board Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13. The impact of the Fund’s adoption was limited to changes in the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

10. Subsequent event

On February 18, 2020, Franklin Resources, Inc. (“Franklin Resources”) and Legg Mason, Inc. (“Legg Mason”) announced that they have entered into a definitive agreement for Franklin Resources to acquire Legg Mason in an all-cash transaction. As part of this transaction, the Fund’s investment adviser (the “Manager”), currently an indirect wholly owned subsidiary of Legg Mason, would become an indirect wholly owned subsidiary of Franklin Resources. The transaction is subject to approval by Legg Mason’s shareholders and customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of the other conditions, the transaction is expected to be consummated later this year.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report            43    


Notes to financial statements (cont’d)

 

Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the Fund’s investment management contract with the Manager, and any related sub-advisory contract(s), where applicable. Therefore, the Fund’s Board is expected to be asked to approve a new investment management contract between the Fund and the Manager (and a new sub-advisory contract(s), if applicable). If approved by the Board, the new investment management contract (and the new sub-advisory contract(s), if applicable) is expected to be presented to the shareholders of the Fund for their approval.

 

  44              BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Global Asset Management Trust and Shareholders of BrandywineGLOBAL — Global Flexible Income Fund

Opinion on the financial statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BrandywineGLOBAL — Global Flexible Income Fund (one of the funds constituting Legg Mason Global Asset Management Trust, referred to hereafter as the “Fund”) as of December 31, 2019, the related statement of operations for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the financial highlights for each of the three years in the period ended December 31, 2019 and for the period May 31, 2016 (inception date) through December 31, 2016 (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 December 31, 2019, 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 December 31, 2019 and the financial highlights for each of the three years in the period ended December 31, 2019 and for the period May 31, 2016 (inception date) through December 31, 2016 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 December 31, 2019 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

February 21, 2020

We have served as the auditor of one or more investment companies in Legg Mason investment company group since at least 1973. We have not been able to determine the specific year we began serving as auditor.

 

BrandywineGLOBAL — Global Flexible Income Fund 2019 Annual Report            45    


Board approval of management and

subadvisory agreements (unaudited)

 

At its November 2019 meeting, the Fund’s Board of Trustees (the “Board”) approved the continuation of the management agreement (the “Management Agreement”) with Legg Mason Partners Fund Advisor, LLC (the “Manager”) and the subadvisory agreement (the “Subadvisory Agreement”) between the Manager and Brandywine Global Investment Management, LLC (the “Subadviser”). (The Management Agreement and Subadvisory Agreement are jointly referred to as the “Agreements.”) The Board met on October 11, 2019 and received a presentation from senior Fund management that reviewed the information provided by the Manager and the Subadviser. At such October meeting the trustees who are not “interested persons” of the Fund (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) (the “Independent Trustees”), separately met, with the assistance of their independent legal counsel, to review and evaluate the materials provided by the Manager and the Subadviser to assist the Board, and in particular the Independent Trustees, in considering continuation of the Agreements. The Independent Trustees further discussed continuation of the Agreements in an executive session with independent legal counsel on November 7, 2019. The Board, including the Independent Trustees, at its November 2019 meeting, reviewed and evaluated the materials, including supplemental materials, provided to assist the Board in considering continuation of the Agreements.

In voting to approve continuation of the Agreements, the Board, including the Independent Trustees, considered whether continuation of the Agreements would be in the best interests of the Fund. No single factor or item of information reviewed by the Board was identified as the principal factor in determining whether to approve the Agreements. Based upon its evaluation of all material factors, including those described below, the Board concluded that the terms of each of the Agreements are reasonable and fair and that it was in the best interests of the Fund to approve continuation of the Agreements.

The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser, under the Management Agreement and Subadvisory Agreement, respectively. The Board also considered the Manager’s supervisory activities over the Subadviser. In addition, the Board received and considered other information regarding the administrative and other services rendered to the Fund and its shareholders by the Manager and its affiliates. 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 Subadviser and the Fund’s other service providers and the services rendered by the Subadviser. The Board’s evaluation of the services provided by the Manager and the Subadviser took into account the Board’s knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment management and other capabilities of the Manager and the Subadviser, and the quality of the Manager’s administrative and other services. The Board considered that on a regular

 

  46               BrandywineGLOBAL — Global Flexible Income Fund


 

basis it received and reviewed information from the Manager and the Fund’s Chief Compliance Officer regarding the compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act for the funds in the Legg Mason fund complex, including cybersecurity programs.

The Board reviewed the qualifications, backgrounds and responsibilities of the senior personnel serving the Fund and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the financial strength of the Manager’s parent organization, Legg Mason, Inc.

The Board considered the division of responsibilities between the Manager and the Subadviser and the oversight provided by the Manager. The Board considered the Manager’s commitment to providing effective and efficient investment management and shareholder services. The Board also considered the Subadviser’s brokerage policies and practices, the standards applied in seeking best execution, the policies and practices regarding soft dollar usage and the existence of quality controls applicable to brokerage allocation procedures.

The Board received and reviewed performance information for the Fund and for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The Board was provided a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. The Broadridge data also included a comparison of the Fund’s performance to the Fund’s designated benchmark index. The Board noted that although useful, the data provided by Broadridge may vary depending on the fiscal-year end dates selected and the selection of a peer group. In addition, the Board noted that it had received and discussed at periodic intervals information comparing the Fund’s performance to that of its Performance Universe and benchmark index, as well as other performance measures, such as Morningstar rankings, and had met with the Fund’s portfolio managers at in-person meetings during the year.

The Board noted that the Fund’s performance for the one- and three-year period ended June 30, 2019 placed the Class I shares in the second quintile (the first quintile being the best performers and the fifth quintile being the worst performers). The Board noted that its evaluation of the factors of the nature, extent and quality of services and investment performance led it to conclude that, with respect to these factors, it was in the best interests of the Fund to approve continuation of the Agreements.

The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager in light of the nature, extent and quality of the management and advisory services provided by the Manager and the Subadviser, respectively. The Board reviewed the subadvisory fee, noting that the Manager, and

 

BrandywineGLOBAL — Global Flexible Income Fund             47    


Board approval of management and

subadvisory agreements (unaudited) (cont’d)

 

not the Fund, pays the fee to the Subadviser. In addition, the Board reviewed and considered the actual management fee rate (after taking into account fees waived by the Manager which reduced the management fee owed to the Manager under the Management Agreement to zero) (the “Actual Management Fee”). The Board also considered that the contractual expense waiver had been extended to December 31, 2021.

The Board also reviewed information regarding the fees the Manager and the Subadviser charged any of their U.S. clients that were included in the same performance composite as the Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in the scope of services provided to the Fund and to such other clients, and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers, including the Subadviser. The Board considered the fee comparisons in light of the scope of services required to manage these different types of accounts.

Additionally, the Board received and considered information comparing the Fund’s Contractual Management Fee, Actual Management Fee and the Fund’s overall expense ratio with those of a group of funds selected by Broadridge as comparable to the Fund and with a broader universe of funds also selected by Broadridge. With respect to the Fund, the Board noted that for the Class I Shares the Contractual Management Fee was equal to the median of the Broadridge Expense Group (second quintile), the Actual Management Fee was lower than the median of the Broadridge expense group (first quintile) and the actual total expense ratio was higher than the Broadridge expense group median and lower than the expense universe median (third quintile) (the first quintile being the lowest fees and the fifth quintile being the highest fees). The Board also reviewed the expense ratio for Class IS Shares of the Fund.

The Board was provided an overview of the process followed in conducting the profitability study and received a report on the profitability of Legg Mason in providing services to the Fund, based on financial information and business data for the 12 months ended March 31, 2019 and 2018 (which corresponds to Legg Mason’s fiscal year end). The Board also received certain information showing historical profitability for fiscal years 2017 through 2019. The Board received a report from the independent consultant engaged by Legg Mason in February 2019 to assess the methodologies used by Legg Mason for its profitability study. The Board considered the profitability study along with the other materials previously provided to the Board and concluded that the profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.

The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund as the Fund’s assets have grown and whether the Fund has appropriately benefited from any economies of scale. Among other information, the Board reviewed management fee reductions due to waivers during

 

  48              BrandywineGLOBAL — Global Flexible Income Fund


 

the Manager’s 2017 through 2019 fiscal years. Given the asset size of the Fund and the complex, as well as the fee waivers, the Board concluded that although there were no current breakpoints, any economies of scale currently being realized were appropriately being reflected in the Actual Management Fee paid by the Fund.

The Board considered other benefits received by the Manager and its affiliates as a result of the Manager’s relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders, enhanced industry recognition and the potential for reduced vendor pricing. The Board also considered the information provided by the Manager regarding amounts received by the Fund’s distributor and intermediary arrangements.

In light of the structure of the fees, the costs of providing investment management and other services to the Fund, the Manager’s ongoing commitment to the Fund and the ancillary benefits received, the Board concluded that the Contractual and Actual Management Fees were reasonable.

After evaluation of all material factors, the Board concluded that the continuation of each Agreement is in the best interests of the Fund.

 

BrandywineGLOBAL — Global Flexible Income Fund             49    


Additional information (unaudited)

Information about Trustees and Officers

 

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

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

 

Independent Trustees
Ruby P. Hearn
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years   Senior Vice President Emerita of The Robert Wood Johnson Foundation (non-profit) (since 2001); Member of the Institute of Medicine (since 1982); formerly, Trustee of the New York Academy of Medicine (2004 to 2012); Director of the Institute for Healthcare Improvement (2002 to 2012); Senior Vice President of The Robert Wood Johnson Foundation (1996 to 2001); Fellow of The Yale Corporation (1992 to 1998)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   None
Arnold L. Lehman
Year of birth   1944
Position(s) with Trust   Trustee and Chairman
Term of office1 and length of time served2   Since 1982 and since 2015
Principal occupation(s) during the past five years   Senior Advisor, Phillips (auction house) (since 2015); formerly, Fellow, Ford Foundation (2015 to 2016); Director of the Brooklyn Museum (1997 to 2015)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Trustee of American Federation of Arts (since 2002)
Robin J.W. Masters
Year of birth   1955
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired; formerly, Chief Investment Officer of ACE Limited (insurance) (1986 to 2000)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of Cheyne Capital International Limited (investment advisory firm) (since 2005); formerly, Director/Trustee of Legg Mason Institutional Funds plc, Western Asset Fixed Income Funds plc and Western Asset Debt Securities Fund plc. (2007 to 2011)

 

  50              BrandywineGLOBAL — Global Flexible Income Fund


 

Independent Trustees (cont’d)
Jill E. McGovern
Year of birth   1944
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1989
Principal occupation(s) during the past five years   Senior Consultant, American Institute for Contemporary German Studies (AICGS) (since 2007); formerly, Chief Executive Officer of The Marrow Foundation (non-profit) (1993 to 2007); Executive Director of the Baltimore International Festival (1991 to 1993); Senior Assistant to the President of The Johns Hopkins University (1986 to 1990)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of International Biomedical Research Alliance (2002 to 2010); Director of Lois Roth Endowment (2005 to 2012)
Arthur S. Mehlman
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired. Director, The University of Maryland Foundation (since 1992); formerly, Director, The League for People with Disabilities (2003 to 2017); Director, Municipal Mortgage & Equity LLC (2004 to 2011); Partner, KPMG LLP (international accounting firm) (1972 to 2002)
Number of funds in fund complex overseen by Trustee   Trustee of all Legg Mason Funds consisting of 20 portfolios; Director/Trustee of the Royce Family of Funds consisting of 22 portfolios
Other board memberships held by Trustee during the past five years   Director of Municipal Mortgage & Equity, LLC. (2004 to 2011)
G. Peter O’Brien
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1999
Principal occupation(s) during the past five years   Retired. Trustee Emeritus of Colgate University (since 2005); Board Member, Hill House, Inc. (residential home care) (since 1999); formerly, Board Member, Bridges School (pre-school) (2006 to 2017); Managing Director, Equity Capital Markets Group of Merrill Lynch & Co. (1971 to 1999)
Number of funds in fund complex overseen by Trustee   Trustee of all Legg Mason funds consisting of 20 portfolios; Director/Trustee of the Royce Family of Funds consisting of 22 portfolios
Other board memberships held by Trustee during the past five years   Director of TICC Capital Corp. (2003 to 2017)

 

BrandywineGLOBAL — Global Flexible Income Fund             51    


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Independent Trustees (cont’d)
S. Ford Rowan
Year of birth   1943
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Consultant to University of Maryland University College (since 2013); formerly, Chairman, National Center for Critical Incident Analysis (2004 to 2018); Lecturer in Organizational Sciences, George Washington University (2000 to 2014); Trustee, St. John’s College (2006 to 2012); Consultant, Rowan & Blewitt Inc. (management consulting) (1984 to 2007); Lecturer in Journalism, Northwestern University (1980 to 1993); Director, Santa Fe Institute (1999 to 2008)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   None
Robert M. Tarola
Year of birth   1950
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years   President of Rights Advisory LLC (corporate finance and governance consulting) (since 2008); Member, Investor Advisory Group of the Public Company Accounting Oversight Board (since 2009); formerly, Chief Financial Officer, Little Company of Mary Hospital and Health Care Centers (healthcare provider network) (2018); Executive Vice President and Chief Financial Officer, Southcoast Health System, Inc. (healthcare provider network) (2015 to 2017); Senior Vice President and Chief Financial Officer of The Howard University (higher education and health care) (2009 to 2013); Senior Vice President and Chief Financial Officer of W.R. Grace & Co. (specialty chemicals) (1999 to 2008) and MedStar Health, Inc. (healthcare) (1996 to 1999); Partner, PriceWaterhouse, LLP (accounting and auditing) (1984 to 1996)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of American Kidney Fund (renal disease assistance) (since 2008); Director and Board Chair of XBRL International, Inc. (global data standard setting) (since 2015); Director of Vista Outdoor, Inc. (consumer recreation products) (since 2015); formerly, Director of TeleTech Holdings, Inc. (business processing outsourcing) (since 2008)

 

  52              BrandywineGLOBAL — Global Flexible Income Fund


 

Interested Trustee and Officer
Jane Trust, CFA3
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 145 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of funds in fund complex overseen by Trustee   142
Other board memberships held by Trustee during the past five years   None
 
Additional Officers

Christopher Berarducci*

Legg Mason

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

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

Robert I. Frenkel

Legg Mason

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

 
Year of birth   1954
Position(s) with Trust   Secretary and Chief Legal Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel — U.S. Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 

BrandywineGLOBAL — Global Flexible Income Fund             53    


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers (cont’d)

Thomas C. Mandia

Legg Mason

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

 
Year of birth   1962
Position(s) with Trust   Assistant Secretary
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers)

Ted P. Becker

Legg Mason

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

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

Susan Kerr

Legg Mason

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

Year of birth   1949
Position(s) with Trust   Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during the past five years   Assistant Vice President of Legg Mason & Co. and Legg Mason Investor Services, LLC (“LMIS”) (since 2010); Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer of LMIS (since 2012); Senior Compliance Officer of LMIS (since 2011); formerly, AML Consultant, DTCC (2010); AML Consultant, Rabobank Netherlands, (2009); First Vice President, Director of Marketing & Advertising Compliance and Manager of Communications Review Group at Citigroup Inc. (1996 to 2008)

 

  54              BrandywineGLOBAL — Global Flexible Income Fund


 

Additional Officers (cont’d)

Jenna Bailey

Legg Mason

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

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

Jeanne M. Kelly

Legg Mason

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

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

 

 

Trustees who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Each of the Independent Trustees serves on the standing committees of the Board of Trustees, which include the Audit Committee (chair: Arthur S. Mehlman), the Nominating Committee (co-chairs: G. Peter O’Brien and Jill E. McGovern), and the Independent Trustees Committee (chair: Arnold L. Lehman).

 

*

Effective September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial Officer.

 

1 

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

 

2 

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

 

3 

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

 

BrandywineGLOBAL — Global Flexible Income Fund             55    


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended December 31, 2019:

 

Record date:        3/28/2019          6/27/2019          9/27/2019          12/18/2019  
Payable date:        3/29/2019          6/28/2019          9/30/2019          12/19/2019  
Interest from Federal Obligations        6.56        6.56        6.56        6.56
Qualified Short-Term Capital Gain Dividend*                                   $0.116720  

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

 

*

Qualified Short-Term Capital Gain dividend is eligible for exemption from U.S. withholding tax for nonresident shareholders and foreign corporations.

 

  56              BrandywineGLOBAL — Global Flexible Income Fund


BrandywineGLOBAL —

Global Flexible Income Fund

 

Trustees

Ruby P. Hearn

Arnold L. Lehman

Chairman

Robin J.W. Masters

Jill E. McGovern

Arthur S. Mehlman

G. Peter O’Brien

S. Ford Rowan

Robert M. Tarola

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Brandywine Global Investment Management, LLC

Distributor

Legg Mason Investor Services, LLC

Custodian

The Bank of New York Mellon

Transfer agent

BNY Mellon Investment

Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

BrandywineGLOBAL — Global Flexible Income Fund

The Fund is a separate investment series of Legg Mason Global Asset Management Trust, a Maryland statutory trust.

BrandywineGLOBAL — Global Flexible Income Fund

Legg Mason Funds

620 Eighth Avenue, 49th Floor

New York, NY 10018

 

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 1-877-721-1926.

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 1-877-721-1926, (2) at www.leggmason.com/mutualfunds and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of BrandywineGLOBAL — Global Flexible 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.leggmason.com

© 2020 Legg Mason Investor Services, LLC

Member FINRA, SIPC


Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

 

Personal information included on applications or other forms;

 

 

Account balances, transactions, and mutual fund holdings and positions;

 

 

Bank account information, legal documents, and identity verification documentation;

 

 

Online account access user IDs, passwords, security challenge question responses; and

 

 

Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

How the Funds Use Nonpublic Personal Information About You

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

 

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or to comply with obligations to government regulators;

 

 

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds;

 

 

Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

 

The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

 

Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

 

NOT PART OF THE ANNUAL REPORT


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

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

The Funds’ Security Practices

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Funds at 1-877-721-1926.

Revised April 2018

 

NOT PART OF THE ANNUAL REPORT


www.leggmason.com

© 2020 Legg Mason Investor Services, LLC Member FINRA, SIPC

BWXX336422 2/20 SR20-3818


ITEM 2.    CODE OF ETHICS.
   The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.
ITEM 3.    AUDIT COMMITTEE FINANCIAL EXPERT.
   The Board of Trustees of the registrant has determined that Arthur S. Mehlman the Chairman of the Board’s Audit Committee and Robert M. Tarola, possess the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial experts,” and have designated Mr. Mehlman and Mr. Tarola as the Audit Committee’s financial experts. Mr. Mehlman and Mr. Tarola are “independent” Trustees pursuant to paragraph (a) (2) of Item 3 to Form N-CSR.
ITEM 4.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
   a) Audit Fees. The aggregate fees billed in the last two fiscal years ending December 31, 2018 and December 31, 2019 (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 $335,324 in December 31, 2018 and $211,015 in December 31, 2019.
   b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in December 31, 2018 and $0 in December 31, 2019.
   (c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in December 31, 2018 and $0 in December 31, 2019. 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 to the service affiliates during the Reporting Periods that required pre-approval by the Audit Auditors Committee.
   d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor were $12,000 in December 31, 2018 and $0 in December 31, 2019, other than the services reported in paragraphs (a) through (c) of this item for the Legg Mason Global Asset Management Trust.


  All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Legg Mason Global Asset Management Trust requiring pre-approval by the Audit Committee in the Reporting Period.
  (e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
  (1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
  The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
  Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
  (2) For the Legg Mason Global Asset Management Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for December 31, 2018 and December 31, 2019; Tax Fees were 100% and 100% for December 31, 2018 and December 31, 2019; and Other Fees were 100% and 100% for December 31, 2018 and December 31, 2019.
  (f) N/A
  (g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Global Asset Management Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Global Asset Management Trust during the reporting period were $678,000 in December 31, 2018 and $657,336 in December 31, 2019.


   (h) Yes. Legg Mason Global Asset Management Trust’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Legg Mason Global Asset Management Trust or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
ITEM 5.    AUDIT COMMITTEE OF LISTED REGISTRANTS.
  

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

  

Ruby P. Hearn

  

Arnold L. Lehman

  

Robin J.W. Masters

  

Jill E. McGovern

  

Arthur S. Mehlman

  

G. Peter O’Brien

  

S. Ford Rowan

  

Robert M. Tarola

  

b)  Not applicable

ITEM 6.    SCHEDULE OF INVESTMENTS.
   Included herein under Item 1.
ITEM 7.    DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
   Not applicable.
ITEM 8.    PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
   Not applicable.
ITEM 9.    PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
   Not applicable.
ITEM 10.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
   Not applicable.
ITEM 11.    CONTROLS AND PROCEDURES.
  

(a)   The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.


  

(b)   There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 12.    DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
   Not applicable.
ITEM 13.    EXHIBITS.
   (a) (1) Code of Ethics attached hereto.
   Exhibit 99.CODE ETH
   (a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
   Exhibit 99.CERT
   (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
   Exhibit 99.906CERT


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Legg Mason Global Asset Management Trust

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   February 28, 2020

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:   February 28, 2020
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   February 28, 2020