Legg Mason BW Global Income Opportunities Fund Inc. (BWG)
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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 811-22491

 

 

BrandywineGLOBAL - Global Income Opportunities Fund Inc.

(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: (888) 777-0102

Date of fiscal year end: October 31

Date of reporting period: April 30, 2018

 

 

 


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ITEM 1. REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


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LOGO

 

Semi-Annual Report   April 30, 2018

BrandywineGLOBAL —

GLOBAL INCOME

OPPORTUNITIES FUND INC.

(BWG)

 

 

 

 

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


Table of Contents
What’s inside      
Letter from the chairman     II  
Investment commentary     IV  
Fund at a glance     1  
Schedule of investments     2  
Statement of assets and liabilities     13  
Statement of operations     14  
Statements of changes in net assets     15  
Statement of cash flows     16  
Financial highlights     17  
Notes to financial statements     19  
Board approval of management and subadvisory agreement     35  
Additional shareholder information     41  
Dividend reinvestment plan     42  

 

Fund objectives

The Fund’s primary investment objective is to provide current income. As a secondary investment objective, the Fund will seek capital appreciation.

The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its assets in global fixed income securities.

 

Letter from the chairman

 

LOGO

 

Dear Shareholder,

We are pleased to provide the semi-annual report of BrandywineGLOBAL — Global Income Opportunities Fund Inc. for the six-month reporting period ended April 30, 2018. Please read on for Fund performance information and a detailed look at prevailing economic and market conditions during the Fund’s reporting period.

Special shareholder notice

Effective December 29, 2017, Legg Mason BW Global Income Opportunities Fund Inc. was renamed BrandywineGLOBAL — Global Income Opportunities Fund Inc. The change to the Fund’s name was effected as part of a rebranding of Legg Mason funds subadvised by Brandywine Global Investment Management, LLC (“Brandywine Global”). Legg Mason Partners Fund Advisor, LLC continues to serve as the investment manager to the Fund, and Brandywine Global continues to serve as subadviser. The Fund’s shares of common stock continue to trade under its existing New York Stock Exchange symbol “BWG”; however, its cusip changed from 52469B100 to 10537L104 on January 2, 2018. The Fund’s investment objectives, strategies and policies did not change as a result of the name change.

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.lmcef.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.

 

II    BrandywineGLOBAL — Global Income Opportunities Fund Inc.


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We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

May 31, 2018

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.   III


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Investment commentary

 

Economic review

Economic activity in the U.S. was somewhat mixed during the six months ended April 30, 2018 (the “reporting period”). Looking back, the U.S. Department of Commerce reported that third and fourth quarter 2017 U.S. gross domestic product (“GDP”)i growth was 3.2% and 2.9%, respectively. Finally, the U.S. Department of Commerce’s second reading for first quarter 2018 GDP growth — released after the reporting period ended — was 2.2%. The deceleration in GDP growth in the first quarter reflected decelerations in personal consumption expenditures (“PCE”), exports, state and local government spending, and federal government spending and a downturn in residential fixed investment. These movements were partly offset by an upturn in private inventory investment and a larger increase in nonresidential fixed investment.

Job growth in the U.S. was solid overall and supported the economy during the reporting period. When the reporting period ended on April 30, 2018, the unemployment rate was 3.9%, as reported by the U.S. Department of Labor. This was the lowest unemployment rate since December 2000. The percentage of longer-term unemployed declined during the reporting period. In April 2018, 20.0% of Americans looking for a job had been out of work for more than six months, versus 23.8% when the period began.

Turning to the global economy, in its April 2018 World Economic Outlook Update, the International Monetary Fund (“IMF”)ii said, “World growth strengthened in 2017 to 3.8 percent, with a notable rebound in global trade. It was driven by an investment recovery in advanced economies, continued strong growth in emerging Asia, a notable upswing in emerging Europe, and signs of recovery in several commodity exporters. Global growth is expected to tick up to 3.9 percent this year and next, supported by strong momentum, favorable market sentiment, accommodative financial conditions, and the domestic and international repercussions of expansionary fiscal policy in the United States.” From a regional perspective, the IMF projects 2018 growth in the Eurozone will be 2.4%, versus 2.3% in 2017. Japan’s economy is expected to expand 1.2% in 2018, compared to 1.7% in 2017. Elsewhere, the IMF projects that overall growth in emerging market countries will accelerate to 4.9% in 2018, versus 4.8% in 2017.

 

IV    BrandywineGLOBAL — Global Income Opportunities Fund Inc.


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Market review

Q. How did the Federal Reserve Board (the “Fed”)iii respond to the economic environment?

A. The Fed increased the federal funds rateiv twice during the reporting period. Looking back, at its meeting that concluded on September 20, 2017 — before the reporting period began — the Fed kept rates on hold, but reiterated its intention to begin reducing its balance sheet, saying, “In October, the Committee will initiate the balance sheet normalization program….” At its meeting that ended on December 13, 2017, the Fed raised rates to a range between 1.25% and 1.50%. As expected, the Fed kept rates on hold at its meeting that concluded on January 31, 2018. However, at its meeting that ended on March 21, 2018, the Fed again raised the federal funds rate, moving it to a range between 1.50% and 1.75%.

Q. What actions did international central banks take during the reporting period?

A. Central banks outside the U.S. largely maintained their accommodative monetary policy stances during the reporting period. Looking back, in December 2016, the European Central Bank (“ECB”)v extended its bond buying program until December 2017. From April 2017 through December 2017, the ECB purchased 60 billion-per-month of bonds. Finally, in October 2017, the ECB announced that it would continue to buy bonds through September 2018, but after December 2017 it would pare its purchases to 30 billion-per-month. However, the ECB did not change its key interest rates. In other developed countries, on November 2, 2017, the Bank of Englandvi raised rates from 0.25% to 0.50% — the first increase since July 2007. After holding rates steady at 0.10% for more than five years, in January 2016, the Bank of Japanvii announced that it cut the rate on current accounts that commercial banks hold with it to -0.10% and kept rates on hold during the reporting period. Elsewhere, the People’s Bank of Chinaviii kept rates steady at 4.35% during the reporting period.

Q. Did Treasury yields trend higher or lower during the reporting period?

A. Both short-term and longer-term Treasury yields moved higher during the six-month reporting period ended April 30, 2018. The yield for the two-year Treasury note began the reporting period at 1.60% — the low for the period — and ended the period at 2.49% — equaling its peak for the period. The yield for the ten-year Treasury began the reporting period at 2.38% and ended the period at 2.95%. The low for the period of 2.32% occurred several times in November 2017 and the high for the period of 3.03% took place on April 25, 2018.

Q. What factors impacted the spread sectors (non-Treasuries) during the reporting period?

A. The spread sectors generally posted weak results during the reporting period. Performance fluctuated given changing expectations for global growth, uncertainties regarding future central bank monetary policy, the signing of the U.S. tax reform bill in December 2017 and concerns over a global trade war. All told, the broad U.S. bond market, as measured by the Bloomberg Barclays U.S. Aggregate Indexix, returned -1.87% during the six-month reporting period ended April 30, 2018.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.   V


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Investment commentary (cont’d)

 

Q. How did the emerging markets debt asset class perform over the reporting period?

A. The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)x returned -2.87% during the six months ended April 30, 2018. The asset class produced choppy results during the reporting period. At times it was supported by solid investor demand, less concern over a significant shift in U.S. trade policy and a weakening U.S. dollar. However, at other times it was dragged down by rising U.S. interest rates, periods of investor risk aversion and geopolitical issues. In addition, the U.S. dollar rallied in April 2018, negatively impacting the performance of the asset class.

Performance review

For the six months ended April 30, 2018, BrandywineGLOBAL — Global Income Opportunities Fund Inc. returned 0.65% based on its net asset value (“NAV”)xi and 0.86% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Barclays Global Aggregate Indexxii, returned 1.20% for the same period. The Lipper Global Income Closed-End Funds Category Averagexiii returned 0.42% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

During this six-month period, the Fund made distributions to shareholders totaling $0.47 per share. As of April 30, 2018, the Fund estimates that 55% of the distributions were sourced from net investment income and 45% constituted a return of capital.* The performance table shows the Fund’s six-month total return based on its NAV and market price as of April 30, 2018. Past performance is no guarantee of future results.

 

Performance Snapshot as of April 30, 2018

(unaudited)

 
Price Per Share   6-Month
Total Return**
 
$14.50 (NAV)     0.65 %† 
$12.64 (Market Price)     0.86 %‡ 

All figures represent past performance and are not a guarantee of future results. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.

† Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

‡ Total return assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

* These estimates are not for tax purposes. The Fund will issue a Form 1099 with final composition of the distributions for tax purposes after year-end. A return of capital is not taxable and results in a reduction in the tax basis of a shareholder’s investment. For more information about a distribution’s composition, please refer to the Fund’s distribution press release or, if applicable, the Section 19 notice located in the press release section of our website, www.lmcef.com (click on the name of the Fund).

 

VI    BrandywineGLOBAL — Global Income Opportunities Fund Inc.


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Looking for additional information?

The Fund is traded under the symbol “BWG” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XBWGX” on most financial websites. Barron’s and the Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com (click on the name of the Fund).

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

Thank you for your investment in BrandywineGLOBAL — Global Income Opportunities Fund Inc. 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

Jane Trust, CFA

Chairman, President and Chief Executive Officer

May 31, 2018

RISKS: The Fund is a non-diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund.

The Fund’s investments are subject to various risks, including but not limited to, credit, inflation, income, prepayment and interest rate risks. As interest rates increase, the value of fixed income securities decrease. Fixed income securities rated below investment grade are commonly referred to as “high yield” securities or “junk” bonds and are subject to greater liquidity and credit risks (risk of default) than higher-rated securities. Fixed income securities rated C or lower by Moody’s Investor Service, Inc., CCC or lower by Standard & Poor’s Corporation Ratings Group or CC or lower by Fitch Ratings, Inc. or comparably rated by another NRSRO or, if unrated, determined by Brandywine Global to be of comparable quality are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions and/or to be in default or not current in the payment of interest or principal. Ratings may not accurately reflect the actual credit risk associated with a corporate security. International investments involve certain risks not associated with domestic investing, such as currency fluctuations, and changes in political, social and economic conditions which

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.   VII


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Investment commentary (cont’d)

 

could increase volatility. These risks are magnified in emerging or developing markets. Mortgage-backed securities are subject to additional risks, including prepayment risk, which can limit the potential gains in a declining interest rate environment. The Fund may invest in foreign currencies or currency derivatives which may increase the risk and volatility of the Fund.

The Fund may invest in illiquid securities and securities/investments that have a leveraging effect on the portfolio which will increase the risks of the Fund. The Fund’s use of leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. The use by the Fund of derivatives such as options, forwards or futures contracts for investment and/or risk management purposes may subject the Fund to risks associated with short economic exposure through such derivatives. Taking a short economic position through derivatives exposes the Fund to the risk that it will be obligated to make payments to its counterparty if the underlying asset appreciates in value, thus resulting in a loss to the Fund. The Fund’s loss on a short position, whether caused by the use of derivatives or otherwise, theoretically could be unlimited.

The Fund may invest in contingent convertible securities (“CoCos”). CoCos are a form of hybrid debt security that are intended to either convert into equity or have their principal written down upon the occurrence of certain “triggers.” The triggers are generally linked to regulatory capital thresholds or regulatory actions calling into question the issuing banking institution’s continued viability as a going-concern. Cocos are subject to risks, such as Loss absorption risk (the risk that CoCo’s fully discretionary coupons can potentially be cancelled at the banking institution’s discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses) and subordination risk (the risk that (i) in the event of liquidation, dissolution or winding-up of an issuer prior to a conversion having occurred, the rights and claims of the holders of the CoCos will generally rank junior to the claims of all holders of unsubordinated obligations of the issuer; and (ii) if the CoCos are converted into the issuer’s underlying equity securities following a conversion event (i.e., a “trigger”), each holder will be subordinated due to their conversion from being the holder of a debt instrument to being the holder of an equity instrument).

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. Forecasts and predictions are inherently limited and should not be relied upon as an indication of actual or future performance.

 

VIII    BrandywineGLOBAL — Global Income Opportunities Fund Inc.


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i 

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

 

ii 

The International Monetary Fund (“IMF”) is an organization of 189 countries, working to foster global monetary cooperation, secure financial stability, facilitate international trade, promote high employment and sustainable economic growth, and reduce poverty around the world.

 

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

 

v 

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

 

vi 

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.

 

vii 

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.

 

viii 

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.

 

ix 

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.

 

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 

Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

 

xii 

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.

 

xiii 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended April 30, 2018, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 14 funds in the Fund’s Lipper category.

 

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.   IX


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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 April 30, 2018 and October 31, 2017 and does not include derivatives, such as futures contracts, swap contracts and forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report   1


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Schedule of investments (unaudited)

April 30, 2018

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Sovereign Bonds — 61.9%  

Brazil — 15.6%

                               

Federative Republic of Brazil, Notes

    10.000     1/1/23       38,785,000  BRL    $ 11,536,485  

Federative Republic of Brazil, Notes

    10.000     1/1/27       122,900,000  BRL      35,903,719  

Total Brazil

                            47,440,204  

Colombia — 6.2%

                               

Republic of Colombia, Senior Bonds

    7.500     8/26/26       48,800,000,000  COP      18,836,789  

India — 6.6%

                               

Republic of India, Senior Bonds

    8.170     12/1/44       1,300,000,000  INR      19,979,173  

Indonesia — 11.6%

                               

Republic of Indonesia, Senior Bonds

    8.375     3/15/24       65,100,000,000  IDR      5,028,715  

Republic of Indonesia, Senior Bonds

    8.375     9/15/26       50,000,000,000  IDR      3,895,777  

Republic of Indonesia, Senior Bonds

    7.000     5/15/27       43,115,000,000  IDR      3,131,551  

Republic of Indonesia, Senior Bonds

    9.000     3/15/29       120,400,000,000  IDR      9,952,746  

Republic of Indonesia, Senior Bonds

    8.375     3/15/34       69,800,000,000  IDR      5,471,116  

Republic of Indonesia, Senior Bonds

    8.750     2/15/44       96,900,000,000  IDR      7,974,879  

Total Indonesia

                            35,454,784  

Mexico — 10.9%

                               

United Mexican States, Senior Bonds

    10.000     11/20/36       72,700,000  MXN      4,806,032  

United Mexican States, Senior Bonds

    8.500     11/18/38       96,600,000  MXN      5,625,584  

United Mexican States, Senior Bonds

    7.750     11/13/42       421,500,000  MXN      22,788,255  

Total Mexico

                            33,219,871  

South Africa — 5.8%

                               

Republic of South Africa

    8.750     2/28/48       229,260,000  ZAR      17,837,954  

Turkey — 5.2%

                               

Republic of Turkey, Bonds

    11.000     2/24/27       68,360,000  TRY      15,751,695  

Total Sovereign Bonds (Cost — $204,535,440)

 

                    188,520,470  
Collateralized Mortgage Obligations (a) — 18.2%  

Alba PLC, 2007-1 C (3 mo. GBP LIBOR + 0.290%)

    0.623     3/17/39       1,008,384  GBP      1,277,990  (b)(c) 

Banc of America Commercial Mortgage Trust, 2017-BNK3 XA, IO

    1.142     2/15/50       44,681,731       3,236,164  (c) 

Bancaja Fondo de Titulizacion de Activos, 10 C

    0.171     5/22/50       800,000  EUR      744,745  (b)(c) 

Bancaja Fondo de Titulizacion de Activos, 2007 C

    0.451     11/25/36       2,637,016  EUR      3,026,699  (b)(c) 

Bancaja Fondo de Titulizacion de Activos, 2007 D

    2.172     11/25/36       1,104,155  EUR      1,342,390  (b)(c) 

Bancaja Fondo de Titulizacion de Activos, 2009-9 D

    2.170     9/25/43       800,000  EUR      873,384  (b)(c) 

Bank, 2017-BNK4 XA, IO

    1.453     5/15/50       4,778,893       437,078  (c) 

Federal Home Loan Mortgage Corp. (FHLMC) Multifamily Structured Pass Through Certificates, K057 X1, IO

    1.193     7/25/26       42,879,549       3,412,024  (c) 

 

See Notes to Financial Statements.

 

2    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


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BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Collateralized Mortgage Obligations (a) — continued  

Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2015-DNA2 M3 (1 mo. USD LIBOR + 3.900%)

    5.772     12/25/27       800,000     $ 889,367  (c) 

Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2015-HQA1 M3 (1 mo. USD LIBOR + 4.700%)

    6.572     3/25/28       1,210,000       1,399,570  (c) 

Federal National Mortgage Association (FNMA) — CAS, 2015-C02 2M2 (1 mo. USD LIBOR + 4.000%)

    5.872     5/25/25       1,006,965       1,086,993  (c) 

Federal National Mortgage Association (FNMA) — CAS, 2015-C03 1M2 (1 mo. USD LIBOR + 5.000%)

    6.872     7/25/25       633,644       723,396  (c) 

Federal National Mortgage Association (FNMA) — CAS, 2016-C01 2M2 (1 mo. USD LIBOR + 6.950%)

    8.822     8/25/28       1,000,000       1,196,703  (c) 

Federal National Mortgage Association (FNMA) — CAS, 2016-C03 1M2 (1 mo. USD LIBOR + 5.300%)

    7.172     10/25/28       1,800,000       2,126,079  (c) 

Federal National Mortgage Association (FNMA) — CAS, 2017-C01 1M2 (1 mo. USD LIBOR + 3.550%)

    5.422     7/25/29       448,000       490,272  (c) 

FREMF Mortgage Trust, 2015-K720 C

    3.389     7/25/22       1,760,000       1,676,726  (c)(d) 

FREMF Mortgage Trust, 2015-K721 C

    3.565     11/25/47       2,330,000       2,233,897  (c)(d) 

GS Mortgage Securities Trust, 2013-GC10 XA, IO

    1.549     2/10/46       16,862,256       956,550  (c) 

JPMorgan Chase Commercial Mortgage Securities Trust, 2014-FRR1 B707

    2.010     1/27/47       3,250,000       3,171,831  (d) 

Newgate Funding PLC, 2006-3X CB

    0.121     12/1/50       748,049  EUR      798,578  (b)(c) 

Paragon Mortgages PLC, 13X C1B

    0.451     1/15/39       6,000,000  EUR      6,904,809  (b)(c) 

Paragon Mortgages PLC, 2011-X CB

    0.571     10/15/41       3,309,322  EUR      3,875,044  (b)(c) 

RMAC Securities PLC, 2006-NS1X B1C

    0.549     6/12/44       1,434,044  EUR      1,679,213  (b)(c) 

RMAC Securities PLC, 2006-NS4X M1A (3 mo. GBP LIBOR + 0.270%)

    0.562     6/12/44       849,827  GBP      1,113,212  (b)(c) 

Rural Hipotecario Fondo De Titulizacion Hipotec, 2009 B (3 mo. Euribor + 0.320%, 0.000% Floor)

    0.000     2/17/50       2,442,791  EUR      2,627,052  (b)(c) 

Santander Hipotecario, 2002 E

    1.771     1/18/49       4,000,000  EUR      3,871,507  (b)(c) 

TDA Fondo de Titulizacion de Activos, 2024-A1 (3 mo. Euribor + 0.130%, 0.000% Floor)

    0.000     6/22/40       605,751  EUR      719,704  (b)(c) 

WF-RBS Commercial Mortgage Trust, 2012-C6 XA, IO

    2.089     4/15/45       31,382,996       1,909,966  (c)(d) 

WF-RBS Commercial Mortgage Trust, 2013-C15 XA, IO

    0.484     8/15/46       82,549,744       1,565,407  (c) 

Total Collateralized Mortgage Obligations (Cost — $53,067,606)

 

    55,366,350  
Corporate Bonds & Notes — 44.6%                                
Consumer Discretionary — 7.5%                                

Automobiles — 0.7%

                               

Fiat Chrysler Automobiles NV, Senior Notes

    5.250     4/15/23       1,850,000       1,926,313  (e)  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report   3


Table of Contents

Schedule of investments (unaudited) (cont’d)

April 30, 2018

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Hotels, Restaurants & Leisure — 1.1%

                               

International Game Technology PLC, Senior Secured Notes

    6.500     2/15/25       1,200,000     $ 1,285,500  (d)(e) 

Rivers Pittsburgh Borrower LP/Rivers Pittsburgh Finance Corp., Senior Secured Notes

    6.125     8/15/21       2,105,000       2,036,587  (d)(e) 

Total Hotels, Restaurants & Leisure

                            3,322,087  

Media — 4.9%

                               

Altice France SA, Senior Secured Bonds

    6.000     5/15/22       1,175,000       1,159,572  (d) 

CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes

    5.500     5/1/26       2,315,000       2,259,903  (d)(e) 

Clear Channel Worldwide Holdings Inc., Senior Notes

    6.500     11/15/22       1,030,000       1,055,750  (e) 

CSC Holdings LLC, Senior Bonds

    5.250     6/1/24       1,130,000       1,061,494  (e) 

DISH DBS Corp., Senior Notes

    5.000     3/15/23       915,000       796,050  (e) 

Gray Television Inc., Senior Notes

    5.125     10/15/24       2,315,000       2,213,719  (d)(e) 

Sinclair Television Group Inc., Senior Notes

    5.625     8/1/24       2,000,000       1,985,000  (d)(e) 

Sinclair Television Group Inc., Senior Notes

    5.875     3/15/26       275,000       272,594  (d)(e) 

Sirius XM Radio Inc., Senior Notes

    6.000     7/15/24       1,100,000       1,133,220  (d)(e) 

Sirius XM Radio Inc., Senior Notes

    5.375     7/15/26       2,000,000       1,970,000  (d)(e) 

Univision Communications Inc., Senior Secured Notes

    5.125     5/15/23       1,135,000       1,081,087  (d)(e) 

Total Media

                            14,988,389  

Textiles, Apparel & Luxury Goods — 0.8%

                               

Hanesbrands Inc., Senior Notes

    4.875     5/15/26       378,000       364,770  (d)(e) 

NIKE Inc., Senior Notes

    3.625     5/1/43       2,237,000       2,097,270  (e) 

Total Textiles, Apparel & Luxury Goods

                            2,462,040  

Total Consumer Discretionary

                            22,698,829  
Consumer Staples — 2.5%                                

Food & Staples Retailing — 0.5%

                               

Rite Aid Corp., Senior Notes

    6.750     6/15/21       1,530,000       1,566,338  (e)  

Food Products — 1.6%

                               

JBS USA LLC/JBS USA Finance Inc., Senior Notes

    5.750     6/15/25       1,130,000       1,067,511  (d)(e) 

Kraft Heinz Foods Co., Senior Notes

    4.375     6/1/46       1,000,000       903,192  (e) 

MARB Bondco PLC, Senior Notes

    7.000     3/15/24       1,135,000       1,089,611  (d)(e) 

Marfrig Holding Europe BV, Senior Notes

    8.000     6/8/23       740,000       751,100  (d)(e) 

Minerva Luxembourg SA, Senior Notes

    6.500     9/20/26       1,025,000       972,469  (b) 

Total Food Products

                            4,783,883  

Tobacco — 0.4%

                               

Vector Group Ltd., Senior Secured Notes

    6.125     2/1/25       1,184,000       1,177,630  (d)(e)  

Total Consumer Staples

 

    7,527,851  

 

See Notes to Financial Statements.

 

4    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


Table of Contents

 

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Energy — 4.5%                                

Energy Equipment & Services — 0.4%

                               

Rowan Cos. Inc., Senior Notes

    4.750     1/15/24       1,584,000     $ 1,366,200  (e)  

Oil, Gas & Consumable Fuels — 4.1%

                               

Antero Resources Corp., Senior Notes

    5.000     3/1/25       760,000       760,950  (e) 

Chesapeake Energy Corp., Secured Notes

    8.000     12/15/22       2,366,000       2,516,832  (d)(e) 

Colorado Interstate Gas Co., LLC/Colorado Interstate Issuing Corp., Senior Notes

    4.150     8/15/26       2,000,000       1,938,030  (d)(e) 

Energy Transfer Equity LP, Senior Secured Notes

    5.500     6/1/27       1,105,000       1,107,762  (e) 

Murphy Oil Corp., Senior Notes

    6.875     8/15/24       1,490,000       1,581,262  (e) 

Petrobras Global Finance BV, Senior Notes

    5.750     1/20/20       500,000       524,375  (e) 

Petrobras Global Finance BV, Senior Notes

    8.750     5/23/26       1,515,000       1,777,474  (e) 

Range Resources Corp., Senior Notes

    5.000     8/15/22       1,060,000       1,046,750  (e) 

YPF Sociedad Anonima, Senior Notes

    6.950     7/21/27       1,135,000       1,119,394  (b) 

Total Oil, Gas & Consumable Fuels

                            12,372,829  

Total Energy

                            13,739,029  
Financials — 15.4%                                

Banks — 9.0%

                               

Banco do Brasil SA, Junior Subordinated Notes (9.000% to 6/18/24 then 10 year Treasury Constant Maturity Rate + 6.362%)

    9.000     6/18/24       2,080,000       2,206,672  (b)(c)(f) 

Banco do Brasil SA, Senior Notes

    4.625     1/15/25       1,450,000       1,396,277  (d)(e) 

Bank of America Corp., Subordinated Notes

    7.750     5/14/38       10,345,000       14,108,358  (e) 

CIT Group Inc., Senior Notes

    5.000     8/15/22       170,000       174,250  (e) 

CIT Group Inc., Senior Notes

    5.000     8/1/23       615,000       627,300  (e) 

Wells Fargo & Co., Subordinated Notes

    4.300     7/22/27       9,000,000       8,905,622  (e) 

Total Banks

                            27,418,479  

Capital Markets — 6.4%

                               

Goldman Sachs Group Inc., Senior Notes

    3.625     1/22/23       5,000,000       4,984,767  (e) 

Goldman Sachs Group Inc., Subordinated Notes

    6.750     10/1/37       12,000,000       14,586,011  (e) 

Total Capital Markets

                            19,570,778  

Total Financials

                            46,989,257  
Health Care — 3.7%                                

Health Care Providers & Services — 3.4%

                               

DaVita Inc., Senior Notes

    5.750     8/15/22       1,500,000       1,537,500  

DaVita Inc., Senior Notes

    5.000     5/1/25       3,760,000       3,572,752  (e) 

Encompass Health Corp., Senior Notes

    5.750     11/1/24       2,160,000       2,205,900  (e) 

HCA Inc., Senior Secured Notes

    4.750     5/1/23       395,000       398,914  (e) 

HCA Inc., Senior Secured Notes

    5.000     3/15/24       1,064,000       1,078,630  (e) 

Tenet Healthcare Corp., Senior Secured Bonds

    4.375     10/1/21       1,545,000       1,529,550  (e) 

Total Health Care Providers & Services

                            10,323,246  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report   5


Table of Contents

Schedule of investments (unaudited) (cont’d)

April 30, 2018

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Pharmaceuticals — 0.3%

                               

Valeant Pharmaceuticals International Inc., Senior Notes

    5.375     3/15/20       1,095,000     $ 1,107,319  (d)(e)  

Total Health Care

                            11,430,565  
Industrials — 1.4%                                

Aerospace & Defense — 0.4%

                               

Northrop Grumman Corp., Senior Notes

    3.250     8/1/23       1,236,000       1,220,325  (e)  

Airlines — 0.4%

                               

Air Canada, Senior Notes

    7.750     4/15/21       1,280,000       1,406,400  (d)(e)  

Industrial Conglomerates — 0.3%

                               

3M Co., Senior Notes

    3.125     9/19/46       1,000,000       863,126  (e) 

Road & Rail — 0.3%

                               

CSX Corp., Senior Notes

    3.800     11/1/46       1,000,000       904,063  (e) 

Total Industrials

                            4,393,914  
Information Technology — 1.2%                                

IT Services — 0.3%

                               

First Data Corp., Senior Secured Notes

    5.000     1/15/24       1,035,000       1,046,644  (d)(e)  

Software — 0.5%

                               

Symantec Corp., Senior Notes

    5.000     4/15/25       1,555,000       1,566,014  (d)(e)  

Technology Hardware, Storage & Peripherals — 0.4%

 

               

Dell International LLC/EMC Corp., Senior Secured Notes

    6.020     6/15/26       1,020,000       1,083,452  (d)(e)  

Total Information Technology

                            3,696,110  
Materials — 3.1%                                

Chemicals — 1.6%

                               

CF Industries Inc., Senior Notes

    4.950     6/1/43       4,000,000       3,365,000  (e) 

W.R. Grace & Co., Senior Notes

    5.125     10/1/21       1,380,000       1,421,110  (d)(e) 

Total Chemicals

                            4,786,110  

Containers & Packaging — 0.9%

                               

Reynolds Group Issuer Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA, Senior Secured Notes

    5.125     7/15/23       1,505,000       1,516,288  (d)(e) 

Sealed Air Corp., Senior Notes

    5.125     12/1/24       1,150,000       1,173,000  (d)(e) 

Total Containers & Packaging

                            2,689,288  

Metals & Mining — 0.3%

                               

Allegheny Technologies Inc., Senior Notes

    5.950     1/15/21       1,000,000       1,020,000  (e)  

Paper & Forest Products — 0.3%

                               

Boise Cascade Co., Senior Notes

    5.625     9/1/24       800,000       814,000  (d)(e)  

Total Materials

                            9,309,398  

 

See Notes to Financial Statements.

 

6    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


Table of Contents

 

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Real Estate — 2.6%                                

Equity Real Estate Investment Trusts (REITs) — 2.6%

 

Equinix Inc., Senior Notes

    5.375     4/1/23       1,265,000     $ 1,306,112  (e) 

GEO Group Inc., Senior Notes

    5.125     4/1/23       200,000       198,500  (e) 

GEO Group Inc., Senior Notes

    6.000     4/15/26       610,000       604,083  (e) 

Iron Mountain Inc., Senior Notes

    6.000     8/15/23       900,000       931,500  (e) 

Iron Mountain Inc., Senior Notes

    5.250     3/15/28       1,135,000       1,073,994  (d)(e) 

Iron Mountain U.S. Holdings Inc., Senior Notes

    5.375     6/1/26       870,000       843,900  (d)(e) 

SBA Communications Corp., Senior Notes

    4.875     7/15/22       2,810,000       2,824,050  (e) 

Total Real Estate

                            7,782,139  
Telecommunication Services — 1.5%                  

Diversified Telecommunication Services — 0.8%

 

               

Digicel Group Ltd., Senior Notes

    8.250     9/30/20       2,670,000       2,396,325  (d)(e) 

Hughes Satellite Systems Corp., Senior Notes

    6.625     8/1/26       200,000       199,000  (e) 

Total Diversified Telecommunication Services

 

    2,595,325  

Wireless Telecommunication Services — 0.7%

 

       

Sprint Corp., Senior Notes

    7.250     9/15/21       2,000,000       2,127,500  (e) 

Total Telecommunication Services

 

    4,722,825  
Utilities — 1.2%                                

Gas Utilities — 0.2%

                               

AmeriGas Partners LP/AmeriGas Finance Corp., Senior Notes

    5.875     8/20/26       625,000       623,437  (e)  

Independent Power and Renewable Electricity Producers — 1.0%

 

       

Dynegy Inc., Senior Notes

    8.125     1/30/26       475,000       522,500  (d)(e) 

NRG Energy Inc., Senior Notes

    6.625     1/15/27       925,000       956,219  (e) 

NRG Yield Operating LLC, Senior Notes

    5.000     9/15/26       1,480,000       1,446,700  (e) 

Total Independent Power and Renewable Electricity Producers

 

    2,925,419  

Total Utilities

                            3,548,856  

Total Corporate Bonds & Notes (Cost — $131,633,199)

 

    135,838,773  
Senior Loans — 0.3%                                
Energy — 0.3%                                

Oil, Gas & Consumable Fuels — 0.3%

 

       

Chesapeake Energy Corp., Term Loan (3 mo. LIBOR + 7.500%) (Cost — $845,586)

    9.444     8/23/21       835,000       885,622  (c)(g)(h) 

Total Investments before Short-Term Investments (Cost — $390,081,831)

 

    380,611,215  
Short-Term Investments — 20.3%          
Sovereign Bonds — 3.6%                                
Egypt — 3.6%                                

Arab Republic of Egypt Treasury Bills (Cost — $11,043,209)

    17.510-17.706     7/3/18       200,000,000  EGP      11,026,814  (i)  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report   7


Table of Contents

Schedule of investments (unaudited) (cont’d)

April 30, 2018

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
U.S. Treasury Notes — 14.3%                                

U.S. Treasury Notes
(Cost — $43,406,893)

    1.872     4/30/20       43,400,000     $ 43,406,887  (i) 
                   Shares         
Money Market Funds — 2.4%                                

State Street Institutional U.S. Government Money Market Fund, Premier Class (Cost — $7,257,417)

    1.648             7,257,417       7,257,417  

Total Short-Term Investments (Cost — $61,707,519)

 

    61,691,118  

Total Investments — 145.3% (Cost — $451,789,350)

 

    442,302,333  

Mandatory Redeemable Preferred Stock, at Liquidation Value — (16.4)%

 

    (50,000,000

Liabilities in Excess of Other Assets — (28.9)%

 

    (87,918,405

Total Net Assets Applicable to Common Shareholders — 100.0%

 

  $ 304,383,928  

 

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

 

(a) 

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.

 

(b) 

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 Directors.

 

(c) 

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.

 

(d) 

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 Directors.

 

(e) 

All or a portion of this security is pledged as collateral pursuant to the loan agreement (See Note 5).

 

(f) 

Security has no maturity date. The date shown represents the next call date.

 

(g) 

Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from the agent bank and/or borrower prior to the disposition of a senior loan.

 

(h) 

Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan.

 

(i) 

Rate shown represents yield-to-maturity.

 

Abbreviations used in this schedule:

BRL   — Brazilian Real
COP   — Colombian Peso
EGP   — Egyptian Pound
EUR   — Euro
Euribor   — Euro Interbank Offered Rate
GBP   — British Pound

 

See Notes to Financial Statements.

 

8    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


Table of Contents

 

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Abbreviations used in this schedule (cont’d):

IDR   — Indonesian Rupiah
INR   — Indian Rupee
IO   — Interest Only
LIBOR   — London Interbank Offered Rate
MXN   — Mexican Peso
TRY   — Turkish Lira
ZAR   — South African Rand
USD   — United States Dollar

At April 30, 2018, the Fund had the following open futures contracts:

 

    

Number of

Contracts

    Expiration
Date
    Notional
Amount
    Market
Value
    Unrealized
Appreciation
(Depreciation)
 
Contracts to Buy:                                        
U.S. Treasury Long-Term Bonds     166       6/18     $ 24,039,234     $ 23,878,062     $ (161,172)  
U.S. Treasury Ultra Long-Term Bonds     174       6/18       26,722,573       27,339,750       617,177  
                                      456,005  
Contracts to Sell:                                        
E-Mini S&P 500 Index     104       6/18       13,636,736       13,764,400       (127,664)  
U.S. Treasury 10-Year Notes     46       6/18       5,490,434       5,502,750       (12,316)  
                                      (139,980)  
Net unrealized appreciation on open futures contracts             $ 316,025  

At April 30, 2018, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
BRL     32,600,000     USD     9,964,848     HSBC Bank USA, N.A.     5/8/18     $ (664,191)  
USD     31,202,417     JPY     3,330,000,000     Citibank N.A.     5/11/18       724,048  
USD     23,250,722     JPY     2,474,000,000     Goldman Sachs Group Inc.     5/11/18       607,032  
JPY     7,090,000,000     USD     65,759,574     JPMorgan Chase & Co.     5/11/18       (867,189)  
JPY     244,000,000     USD     2,306,585     Morgan Stanley & Co. Inc.     5/11/18       (73,335)  
USD     13,941,436     JPY     1,530,000,000     National Australia Bank Ltd.     5/11/18       (62,139)  
USD     1,017,383     EUR     830,000     Citibank N.A.     5/18/18       14,010  
USD     2,318,323     EUR     1,870,000     HSBC Bank USA, N.A.     5/18/18       57,711  
EUR     13,820,000     USD     17,185,792     JPMorgan Chase & Co.     5/18/18       (479,026)  
EUR     7,370,000     USD     9,115,533     JPMorgan Chase & Co.     5/18/18       (206,064)  
USD     45,090,942     EUR     36,260,000     JPMorgan Chase & Co.     5/18/18       1,256,836  
USD     8,295,546     EUR     6,690,000     JPMorgan Chase & Co.     5/18/18       208,118  
USD     7,089,216     EUR     5,740,000     JPMorgan Chase & Co.     5/18/18       150,226  
EUR     910,000     USD     1,133,754     National Australia Bank Ltd.     5/18/18       (33,671)  
CAD     17,850,000     USD     13,775,210     JPMorgan Chase & Co.     6/6/18       137,766  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report   9


Table of Contents

Schedule of investments (unaudited) (cont’d)

April 30, 2018

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
USD     13,792,880     CAD     17,850,000     JPMorgan Chase & Co.     6/6/18     $ (120,096)  
GBP     2,870,000     USD     4,002,574     Citibank N.A.     6/15/18       (43,273)  
USD     5,034,596     GBP     3,610,000     Citibank N.A.     6/15/18       54,431  
GBP     300,000     USD     422,906     HSBC Bank USA, N.A.     6/15/18       (9,042)  
USD     1,564,299     GBP     1,110,000     HSBC Bank USA, N.A.     6/15/18       33,002  
USD     1,357,490     GBP     970,000     HSBC Bank USA, N.A.     6/15/18       19,330  
Total     $ 704,484  

 

Abbreviations used in this table:

BRL   — Brazilian Real
CAD   — Canadian Dollar
EUR   — Euro
GBP   — British Pound
JPY   — Japanese Yen
USD   — United States Dollar

At April 30, 2018, 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
April 30,
20183
  Periodic
Payments
Received by
the Fund
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)   $ 815,000       6/20/22     1.83%   1.000% quarterly   $ (25,578)     $ (52,603)     $ 27,025  
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)     1,210,000       6/20/22     1.83%   1.000% quarterly     (37,975)       (78,148)       40,173  
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)     950,000       12/20/22     2.17%   1.000% quarterly     (46,361)       (38,034)       (8,327)  
Total   $ 2,975,000                     $ (109,914)     $ (168,785)     $ 58,871  

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS ON CREDIT INDICES — SELL PROTECTION1  
Reference Entity   Notional
Amount2
    Termination
Date
    Periodic
Payments
Received by
the Fund
  Market
Value4
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
 
Markit CDX.NA.HY.29 Index   $ 22,120,000       12/20/22     5.000% quarterly   $ 1,609,717     $ 1,405,466     $ 204,251  

 

See Notes to Financial Statements.

 

10    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


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BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

OTC CREDIT DEFAULT SWAPS ON SOVEREIGN ISSUES — SELL PROTECTION1  
Swap Counterparty
(Reference Entity)
  Notional
Amount2
    Termination
Date
    Implied
Credit
Spread at
April 30,
20183
  Periodic
Payments
Received by
the Fund†
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
Morgan Stanley & Co. Inc. (Federative Republic of Brazil, 4.250%, due 1/7/25)   $ 5,900,000       6/20/22     1.39%   1.000% quarterly   $ (89,316)     $ (321,018)     $ 231,702  
Morgan Stanley & Co. Inc. (Republic of Argentina, 7.500%, due 04/22/26)     2,305,000       12/20/22     2.69%   5.000% quarterly     220,097       247,596       (27,499)  
Morgan Stanley & Co. Inc. (Republic of Argentina, 7.500%, due 04/22/26)     1,020,000       12/20/22     2.69%   5.000% quarterly     97,397       108,053       (10,656)  
Morgan Stanley & Co. Inc. (Republic of Argentina, 7.500%, due 4/22/26)     1,880,000       12/20/22     2.69%   5.000% quarterly     179,515       194,421       (14,906)  
Total   $ 11,105,000                     $ 407,693     $ 229,052     $ 178,641  

 

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.

 

4 

The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected loss (or profit) for the credit derivative had the notional amount of the swap agreement been closed/sold as of the period end. Decreasing market values (sell protection) or increasing market values (buy protection) 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.

 

Percentage shown is an annual percentage rate.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report   11


Table of Contents

Schedule of investments (unaudited) (cont’d)

April 30, 2018

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

Summary of Investments by Country**       
United States      32.9
Brazil      12.9  
Indonesia      8.0  
Mexico      7.5  
India      4.5  
Colombia      4.3  
South Africa      4.0  
United Kingdom      4.0  
Turkey      3.6  
Spain      3.0  
Jamaica      0.5  
Canada      0.3  
France      0.3  
Argentina      0.3  
Short-Term Investments      13.9  
       100.0

 

** As a percentage of total investments. Please note that the Fund holdings are as of April 30, 2018 and are subject to change.

 

See Notes to Financial Statements.

 

12    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


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Statement of assets and liabilities (unaudited)

April 30, 2018

 

Assets:         

Investments, at value (Cost — $451,789,350)

   $ 442,302,333  

Foreign currency, at value (Cost — $63,025)

     61,438  

Interest receivable

     7,494,839  

Unrealized appreciation on forward foreign currency contracts

     3,262,510  

Deposits with brokers for open futures contracts

     2,370,374  

Receivable from broker — variation margin on centrally cleared swaps

     1,600,522  

Deposits with brokers for centrally cleared swap contracts

     1,165,384  

OTC swaps, at value (premiums paid — $550,070)

     497,009  

Deposits with brokers for OTC derivatives

     360,000  

Receivable from broker — variation margin on open futures contracts

     317,010  

Receivable for open OTC swap contracts

     40,717  

Prepaid expenses

     27,756  

Total Assets

     459,499,892  
Liabilities:         

Loan payable (Note 5)

     100,000,000  

Mandatory Redeemable Preferred Stock ($100,000 liquidation value per share; 500 shares issued and outstanding) (net of deferred offering costs of $329,695) (Note 6)

     49,670,305  

Unrealized depreciation on forward foreign currency contracts

     2,558,026  

Distributions payable to Common Shareholders

     1,607,415  

Distributions payable to Mandatory Redeemable Preferred Stockholders

     348,748  

Investment management fee payable

     284,016  

Accrued foreign capital gains tax

     226,074  

OTC swaps, at value (premiums received — $489,803)

     199,230  

Interest payable

     67,546  

Directors’ fees payable

     6,185  

Accrued expenses

     148,419  

Total Liabilities

     155,115,964  
Total Net Assets Applicable to Common Shareholders    $ 304,383,928  
Net Assets Applicable to Common Shareholders:         

Common stock par value ($0.001 par value; 20,989,795 shares issued and outstanding; 100,000,000 shares authorized)

   $ 20,990  

Paid-in capital in excess of par value

     337,927,377  

Overdistributed net investment income

     (2,606,824)  

Accumulated net realized loss on investments, futures contracts, swap contracts, forward foreign currency contracts and foreign currency transactions

     (22,527,705)  

Net unrealized depreciation on investments, futures contracts, swap contracts, forward foreign currency contracts and foreign currencies

     (8,429,910) † 
Total Net Assets Applicable to Common Shareholders    $ 304,383,928  
Common Shares Outstanding      20,989,795  
Net Asset Value Per Common Share      $14.50  

 

Net of accrued foreign capital gains tax of $226,074.

 

See Notes to Financial Statements.

 

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Statement of operations (unaudited)

For the Six Months Ended April 30, 2018

 

Investment Income:         

Interest

   $ 14,656,103  

Less: Foreign taxes withheld

     (618,885)  

Total Investment Income

     14,037,218  
Expenses:         

Investment management fee (Note 2)

     1,994,170  

Interest expense (Note 5)

     1,232,481  

Distributions to Mandatory Redeemable Preferred Stockholders (Notes 1 and 6)

     830,120  

Custody fees

     91,220  

Amortization of preferred stock offering costs (Note 6)

     77,526  

Transfer agent fees

     40,671  

Directors’ fees

     38,758  

Audit and tax fees

     32,842  

Legal fees

     30,224  

Fund accounting fees

     21,251  

Shareholder reports

     14,132  

Rating agency fees

     8,927  

Stock exchange listing fees

     6,199  

Insurance

     2,782  

Miscellaneous expenses

     19,979  

Total Expenses

     4,441,282  

Less: Expense reimbursements (Note 2)

     (194,068)  

Net Expenses

     4,247,214  
Net Investment Income      9,790,004  
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

     (3,246,867)  

Futures contracts

     (58,043)  

Swap contracts

     595,162  

Forward foreign currency contracts

     1,239,739  

Foreign currency transactions

     (271,098)  

Net Realized Loss

     (1,741,107)  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     (8,584,365) ‡ 

Futures contracts

     354,727  

Swap contracts

     126,226  

Forward foreign currency contracts

     2,297,869  

Foreign currencies

     33,971  

Change in Net Unrealized Appreciation (Depreciation)

     (5,771,572)  
Net Loss on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions      (7,512,679)  
Increase in Net Assets Applicable to Common Shareholders From Operations    $ 2,277,325  

 

Net of change in accrued foreign capital gains tax of $26,544.

 

See Notes to Financial Statements.

 

14    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


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Statements of changes in net assets

 

For the Six Months Ended April 30, 2018 (unaudited)
and the Year Ended October 31, 2017
   2018      2017  
Operations:                  

Net investment income

   $ 9,790,004      $ 21,778,017  

Net realized loss

     (1,741,107)        (41,318,129)  

Change in net unrealized appreciation (depreciation)

     (5,771,572)        38,452,117  

Increase in Net Assets Applicable to Common Shareholders From Operations

     2,277,325        18,912,005  
Distributions to Common Shareholders From (Note 1):                  

Net investment income

     (9,917,678)        (1,890,777)  

Return of capital

            (20,778,202)  

Decrease in Net Assets From Distributions to Common Shareholders

     (9,917,678)        (22,668,979)  

Decrease in Net Assets Applicable to Common Shareholders

     (7,640,353)        (3,756,974)  
Net Assets Applicable to Common Shareholders:                  

Beginning of period

     312,024,281        315,781,255  

End of period*

   $ 304,383,928      $ 312,024,281  

*Includes overdistributed net investment income of:

     $(2,606,824)        $(2,479,150)  

 

See Notes to Financial Statements.

 

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Table of Contents

Statement of cash flows (unaudited)

For the Six Months Ended April 30, 2018

 

Increase (Decrease) in Cash:         
Cash Provided (Used) by Operating Activities:         

Net increase in net assets applicable to common shareholders resulting from operations

   $ 2,277,325  

Adjustments to reconcile net increase in net assets resulting from operations to net cash
provided (used) by operating activities:

        

Purchases of portfolio securities

     (108,892,862)  

Sales of portfolio securities

     151,507,857  

Net purchases, sales and maturities of short-term investments

     (13,575,870)  

Net amortization of premium (accretion of discount)

     (629,751)  

Decrease in receivable for securities sold

     3,718,498  

Decrease in interest receivable

     719,753  

Increase in receivable from broker — variation margin on open futures contracts

     (317,010)  

Increase in receivable to broker — variation margin on centrally cleared swaps

     (513,343)  

Increase in prepaid expenses

     (837)  

Increase in receivable for open OTC swap contracts

     (20,504)  

Increase in deposits with brokers for open futures contracts

     (2,209,557)  

Decrease in deposits with brokers for OTC swap contracts

     10,000  

Decrease in deposits with brokers for centrally cleared swap contracts

     507,385  

Decrease in net premiums received for OTC swap contracts

     (16,083)  

Increase in net premiums paid for OTC swap contracts

     (334,876)  

Decrease in investment management fee payable

     (76,427)  

Decrease in Directors’ fees payable

     (745)  

Decrease in interest payable

     (10,206)  

Decrease in accrued expenses

     (26,731)  

Decrease in distributions payable to Mandatory Redeemable Preferred Stockholders

     (6,880)  

Decrease in payable to broker — variation margin on open futures contracts

     (38,683)  

Net realized loss on investments

     3,246,867  

Change in net unrealized appreciation (depreciation) of investments, OTC swap contracts
and forward foreign currency contracts

     6,370,269  

Net Cash Provided by Operating Activities*

     41,687,589  
Cash Flows From Financing Activities:         

Distributions paid on common stock

     (10,201,040)  

Decrease in foreign currency overdraft

     (2,636)  

Proceeds from loan facility borrowings

     10,000,000  

Repayment of loan facility borrowings

     (41,500,000)  

Decrease in preferred stock offering costs

     77,525  

Net Cash Used in Financing Activities

     (41,626,151)  
Net Increase in Cash      61,438  
Cash at Beginning of Period       
Cash at End of Period    $ 61,438  

 

* Included in operating expenses is cash of $1,242,687 paid for interest on borrowings.

 

See Notes to Financial Statements.

 

16    BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report


Table of Contents

Financial highlights

 

For a common share of capital stock outstanding throughout each year ended October 31,
unless otherwise noted:
 
     20181,2     20171     20161     20151     20141     20131  
Net asset value, beginning of period     $14.87       $15.04       $15.08       $19.93       $19.76       $20.99  
Income (loss) from operations:            

Net investment income

    0.47       1.04       0.92       1.09       1.43       1.43  

Net realized and unrealized gain (loss)

    (0.37)       (0.13)       0.33       (4.04)       0.52       (1.23)  

Total income (loss) from operations

    0.10       0.91       1.25       (2.95)       1.95       0.20  
Less distributions to common shareholders from:            

Net investment income

    (0.47) 3      (0.09)       (0.77)       (1.03)       (1.04)       (0.97)  

Net realized gains

                      (0.87)       (0.74)       (0.46)  

Return of capital

          (0.99)       (0.53)                    

Total distributions to common shareholders

    (0.47)       (1.08)       (1.30)       (1.90)       (1.78)       (1.43)  
Anti-dilutive impact of repurchase plan                 0.01 4                   
Net asset value, end of period     $14.50       $14.87       $15.04       $15.08       $19.93       $19.76  
Market price, end of period     $12.64       $13.00       $12.94       $12.56       $17.32       $17.40  

Total return, based on NAV5,6

    0.65     6.36     9.18     (15.64)     10.39     0.82

Total return, based on Market Price7

    0.86     9.24     14.53     (17.68)     10.24     (3.41)
Net assets applicable to common shareholders, end of period (000s)     $304,384       $312,024       $315,781       $317,863       $420,100       $416,426  
Ratios to average net assets:            

Gross expenses

    2.86 %8      2.76     2.83     2.45     1.74     1.71

Net expenses

    2.74 8,9      2.76       2.83       2.45       1.74       1.71  

Net investment income

    6.31 8      7.03       6.30       6.16       7.15       6.81  
Portfolio turnover rate     26     78     67     25     62     108
Supplemental data:            

Loan Outstanding, End of Period (000s)

    $100,000       $131,500       $132,300       $132,300       $132,300       $156,000  

Asset Coverage Ratio for Loan Outstanding10

    454     375     376     378     418     367

Asset Coverage, per $1,000 Principal Amount of Loan Outstanding10

    $4,544       $3,753       $3,765       $3,781       $4,175 11      $3,669 11 

Weighted Average Loan (000s)

    $109,909       $121,606       $132,300       $132,300       $145,365       $148,547  

Weighted Average Interest Rate on Loan

    2.26     1.67     1.10     0.84     0.81     0.85

Mandatory Redeemable Preferred Stock at Liquidation Value, End of Period (000s)

    $50,000       $50,000       $50,000       $50,000              

Asset Coverage Ratio for Mandatory Redeemable Preferred Stock12

    303     272     273     274            

Asset Coverage, per $100,000 Liquidation Value per Share of Mandatory Redeemable Preferred Stock12

    $302,923       $271,914       $273,221       $274,363              

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2018 Semi-Annual Report   17


Table of Contents

Financial highlights (cont’d)

 

 

1

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

 

2

For the six months ended April 30, 2018 (unaudited).

 

3

The actual source of the Fund’s current fiscal year distributions may be from net investment income, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year.

 

4

The repurchase plan was completed at an average repurchase price of $13.41 for 86,958 shares and $1,165,853 for the year ended October 31, 2016.

 

5

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.

 

6

The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

7

The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

8

Annualized.

 

9

Reflects fee waivers and/or expense reimbursements.

 

10

Represents value of net assets plus the loan outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan outstanding at the end of the period.

 

11

Added to conform to current period presentation.

 

12

Represents value of net assets plus the loan outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan and mandatory redeemable preferred stock outstanding at the end of the period.

 

See Notes to Financial Statements.

 

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Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

BrandywineGLOBAL — Global Income Opportunities Fund Inc. (formerly Legg Mason BW Global Income Opportunities Fund Inc. ) (the “Fund”) was incorporated in Maryland on October 27, 2010 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to provide current income. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.

The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its assets in global fixed income securities.

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. Prior to December 1, 2017, short-term fixed income securities that would mature in 60 days or less were valued at amortized cost, unless it was determined that using this method would not reflect an investment’s fair value. 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

 

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Notes to financial statements (unaudited) (cont’d)

 

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 Directors.

The Board of Directors 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 Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. 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 Directors, 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 Directors 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.)

 

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

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

The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Long-term investments†:                                

Sovereign bonds

        $ 188,520,470           $ 188,520,470  

Collateralized mortgage obligations

          55,366,350             55,366,350  

Corporate bonds & notes

          135,838,773             135,838,773  

Senior loans

          885,622             885,622  
Total long-term investments           380,611,215             380,611,215  
Short-term investments†:                                

Sovereign bonds

          11,026,814             11,026,814  

U.S. Treasury notes

          43,406,887             43,406,887  

Money market funds

  $ 7,257,417                   7,257,417  
Total short-term investments     7,257,417       54,433,701             61,691,118  
Total investments   $ 7,257,417     $ 435,044,916           $ 442,302,333  
Other financial instruments:                                

Futures contracts

    617,177                   617,177  

Forward foreign currency contracts

          3,262,510             3,262,510  

Centrally cleared credit default swaps on credit indices — sell protection

          204,251             204,251  

OTC credit default swaps on sovereign issues — sell protection‡

          497,009             497,009  
Total other financial instruments     617,177       3,963,770             4,580,947  
Total   $ 7,874,594     $ 439,008,686           $ 446,883,280  
LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other financial instruments:                                

Futures contracts

  $ 301,152                 $ 301,152  

Forward foreign currency contracts

        $ 2,558,026             2,558,026  

OTC credit default swaps on corporate issues — sell protection‡

          109,914             109,914  

OTC credit default swaps on sovereign issues — sell protection‡

          89,316             89,316  
Total   $ 301,152     $ 2,757,256           $ 3,058,408  

 

See Schedule of Investments for additional detailed categorizations.

 

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

 

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Notes to financial statements (unaudited) (cont’d)

 

(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 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 cash equivalents 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 against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. 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.

 

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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 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 April 30, 2018, the total notional value of all credit default swaps to sell protection was $36,200,000. 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 six months ended April 30, 2018, 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

 

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Notes to financial statements (unaudited) (cont’d)

 

the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally 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.

(e) Stripped securities. The Fund may invest in “Stripped Securities,” a term used collectively for components, or strips, of fixed income securities. Stripped Securities can be

 

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principal only securities (“PO”), which are debt obligations that have been stripped of unmatured interest coupons, or interest only securities (“IO”), which are unmatured interest coupons that have been stripped from debt obligations. The market value of Stripped Securities will fluctuate in response to changes in economic conditions, rates of pre-payment, interest rates and the market’s perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable maturities that pay interest currently. The amount of fluctuation may increase with a longer period of maturity.

The yield to maturity on IO’s is sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IO’s.

(f) 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.

(g) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of

 

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Notes to financial statements (unaudited) (cont’d)

 

off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any off-set between the lender and the borrower.

(h) Cash flow information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.

(i) 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 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.

(j) 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.

(k) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions,

 

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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.

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.

 

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Notes to financial statements (unaudited) (cont’d)

 

As of April 30, 2018, the Fund held forward foreign currency contracts and OTC Credit Default Swaps with credit related contingent features which had a liability position of $2,757,256. 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. As of April 30, 2018, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $360,000, which could be used to reduce the required payment.

(l) 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.

(m) Distributions to shareholders. Distributions to common shareholders from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. The actual source of the Fund’s monthly distributions may be from net investment income, return of capital or a combination of both. Common shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year. Distributions to common shareholders of net realized gains, if any, are declared at least annually. Pursuant to its Managed Distribution Policy, adopted by the Fund in August 2012, the Fund intends to make regular monthly distributions to common shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. Under the Fund’s Managed Distribution Policy, if, for any monthly distribution, the value of the Fund’s net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Fund’s net assets (and may constitute a “return of capital”). The Board of Directors may modify, terminate or suspend the Managed Distribution Policy at any time, including when certain events would make part of the return of capital taxable to common shareholders. Any such modification, termination or suspension could have an adverse effect on the market price of the Fund’s shares. Distributions to common 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.

Distributions to holders of Mandatory Redeemable Preferred Stock (“MRPS”) are accrued on a daily basis as described in Note 6 and are treated as an operating expense as required by GAAP. For tax purposes, the payments made to the holders of the Fund’s MRPS are treated as dividends or distributions. The character of distributions to MRPS holders made during the year may differ from their ultimate characterization for federal income tax purposes.

 

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(n) 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.

(o) 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 October 31, 2017, 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. As of April 30, 2018, there were $226,074 of capital gains tax liabilities accrued on unrealized gains.

(p) 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.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Brandywine Global Investment Management, LLC (“Brandywine Global”) is the Fund’s subadviser. 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 0.85% of the Fund’s average daily managed assets. “Managed assets” means net assets plus the amount of any borrowing and assets attributable to any preferred stock that may be outstanding. LMPFA delegates to Brandywine Global the day-to-day portfolio management of the Fund. For its services, LMPFA pays Brandywine Global monthly 70% of the net management fee it receives from the Fund.

During periods in which the Fund utilizes financial leverage, the fees paid to LMPFA will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Fund’s assets, including those investments purchased with leverage.

Effective December 1, 2017, LMPFA implemented a voluntary investment management fee waiver of 0.10% that will continue through November 30, 2018.

 

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Notes to financial statements (unaudited) (cont’d)

 

During the six months ended April 30, 2018, fees waived and/or expenses reimbursed amounted to $194,068.

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

3. Investments

During the six months ended April 30, 2018, 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      $ 91,658,996        $ 17,233,866  
Sales        82,153,451          69,354,406  

At April 30, 2018, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

      Cost/Premiums
Paid (Received)
     Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net Unrealized
Appreciation
(Depreciation)
 
Securities    $ 451,789,350      $ 10,047,923      $ (19,534,940)      $ (9,487,017)  
Forward foreign currency contracts             3,262,510        (2,558,026)        704,484  
Future contracts             617,177        (301,152)        316,025  
Swap contracts      1,465,733        503,151        (61,388)        441,763  

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 April 30, 2018.

 

ASSET DERIVATIVES1  
      Interest Rate
Risk
     Foreign
Exchange Risk
     Credit
Risk
     Total  
Futures contracts2    $ 617,177                    $ 617,177  
OTC swap contracts3                  $ 497,009        497,009  
Centrally cleared swap contracts4                    204,251        204,251  
Forward foreign currency contracts           $ 3,262,510               3,262,510  
Total    $ 617,177      $ 3,262,510      $ 701,260      $ 4,580,947  

 

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LIABILITY DERIVATIVES1  
      Interest Rate
Risk
     Foreign
Exchange Risk
     Credit
Risk
     Equity
Risk
     Total  
Futures contracts2    $ 173,488                    $ 127,664      $ 301,152  
OTC swap contracts3                  $ 199,230               199,230  
Forward foreign currency contracts           $ 2,558,026                      2,558,026  
Total    $ 173,488      $ 2,558,026      $ 199,230      $ 127,664      $ 3,058,408  

 

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

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.

 

3

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

 

4

Includes cumulative appreciation (depreciation) of centrally cleared swap 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 six months ended April 30, 2018. 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
     Equity
Risk
     Total  
Futures contracts    $ (499,447)                    $ 441,404      $ (58,043)  
Swap contracts                  $ 595,162               595,162  
Forward foreign currency contracts           $ 1,239,739                      1,239,739  
Total    $ (499,447)      $ 1,239,739      $ 595,162      $ 441,404      $ 1,776,858  

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED

 
      Interest Rate
Risk
     Foreign
Exchange Risk
     Credit
Risk
     Equity
Risk
     Total  
Futures contracts    $ 482,391                    $ (127,664)      $ 354,727  
Swap contracts                  $ 126,226               126,226  
Forward foreign currency contracts           $ 2,297,869                      2,297,869  
Total    $ 482,391      $ 2,297,869      $ 126,226      $ (127,664)      $ 2,778,822  

 

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Notes to financial statements (unaudited) (cont’d)

 

During the six months ended April 30, 2018, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Futures contracts (to buy)      $ 18,657,339  
Futures contracts (to sell)        7,912,261  
Forward foreign currency contracts (to buy)        147,372,202  
Forward foreign currency contracts (to sell)        128,911,350  
        Average Notional
Balance
 
Credit default swap contracts (to sell protection)      $ 33,337,143  

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 April 30, 2018.

 

Counterparty

  Gross Assets
Subject to Master
Agreements1
    Gross Liabilities
Subject to Master
Agreements1
    Net Assets
(Liabilities)
Subject to Master
Agreements
    Collateral
Pledged
(Received)2,3
    Net
Amount4,5
 
Citibank N.A.   $ 792,489     $ (43,273)     $ 749,216           $ 749,216  
Goldman Sachs Group Inc.     607,032             607,032             607,032  
HSBC Bank USA, N.A.     110,043       (673,233)       (563,190)     $ 660,000       96,810  
JPMorgan Chase & Co.     1,752,946       (1,672,375)       80,571             80,571  
Morgan Stanley & Co. Inc.     497,009       (272,565)       224,444       (300,000)       (75,556)  
National Australia Bank Ltd.           (95,810)       (95,810)             (95,810)  
Total   $ 3,759,519     $ (2,757,256)     $ 1,002,263     $ 360,000     $ 1,362,263  

 

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 

Gross amounts are not offset in the Statement of Assets and Liabilities.

 

3 

In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.

 

4 

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

 

5 

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

5. Loan

The Fund has a revolving credit agreement with Pershing LLC, which allows the Fund to borrow up to an aggregate amount of $200,000,000, subject to approval by Pershing LLC, and renews daily for a 180-day term unless notice to the contrary is given to the Fund. The interest on the loan is calculated at a variable rate based on the one-month LIBOR plus any applicable margin. To the extent of the borrowing outstanding, the Fund is required to maintain collateral in a special custody account at the Fund’s custodian on behalf of the lender. The Fund’s credit agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required

 

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by the 1940 Act. In addition, the credit agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Fund’s ability to utilize borrowing under the agreement. Interest expense related to this loan for the six months ended April 30, 2018 was $1,232,481. For the six months ended April 30, 2018, the average daily loan balance was $109,908,840 and the weighted average interest rate was 2.26%. At April 30, 2018, the Fund had $100,000,000 of borrowings outstanding subject to the terms of this credit agreement.

6. Mandatory redeemable preferred stock

On February 18, 2015, the Fund completed a private placement of $50,000,000 fixed rate Mandatory Redeemable Preferred Stock (”MRPS”). Net proceeds from the offering were used to make new portfolio investments and for general corporate purposes. Offering costs incurred by the Fund in connection with the MRPS issuance are being amortized to expense over the respective life of each series of MRPS.

The table below summarizes the key terms of each series of the MRPS at April 30, 2018.

 

Series    Term
Redemption
Date
     Rate      Shares      Liquidation
Preference
Per Share
     Aggregate
Liquidation
Value
     Estimated
Fair Value
 
Series A      2/18/2020        3.29      400      $ 100,000      $ 40,000,000      $ 39,176,284  
Series B      2/18/2022        3.58      100      $ 100,000      $ 10,000,000      $ 9,630,823  
                                         $ 50,000,000      $ 48,807,107  

The MRPS are not listed on any exchange or automated quotation system. The estimated fair value of the MRPS was calculated, for disclosure purposes, based on estimated market yields and credit spreads for comparable instruments with similar maturity, terms and structure. The MRPS are categorized as Level 3 within the fair value hierarchy.

Holders of MRPS are entitled to receive quarterly cumulative cash dividends payable on the first business day following each quarterly dividend date (February 15, May 15, August 15 and November 15). In the event of a rating downgrade of any series of the MRPS below “A” by Fitch Ratings Inc., the applicable dividend rate will increase, according to a predetermined schedule, by 0.5% to 4.0%.

The MRPS rank senior to the Fund’s outstanding common stock and on parity with any other preferred stock. The Fund may, at its option, redeem the MRPS, in whole or in part, at the liquidation preference amount plus all accumulated but unpaid dividends plus the make-whole amount equal to the discounted value of the remaining scheduled payments. If the Fund fails to maintain a total leverage (debt and preferred stock) asset coverage ratio of at least 225% or is in default of specified rating agency requirements, the MRPS are subject to mandatory redemption under certain provisions.

The Fund may not declare dividends or make other distributions on shares of its common stock unless the Fund has declared and paid full cumulative dividends on the MRPS, due on

 

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Notes to financial statements (unaudited) (cont’d)

 

or prior to the date of the common stock dividend or distribution, and meets the MRPS asset coverage and rating agency requirements.

The holders of the MRPS have one vote per share and vote together with the holders of common stock of the Fund as a single class except on matters affecting only the holders of MRPS or the holders of common stock. Pursuant to the 1940 Act, holders of the MRPS have the right to elect two Directors of the Fund, voting separately as a class.

MRPS issued and outstanding remained constant during the six months ended April 30, 2018.

7. Distributions subsequent to April 30, 2018

The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report:

 

Record Date      Payable Date        Amount  
04/20/18        05/01/18        $ 0.0765  
05/25/18        06/01/18        $ 0.0765  
06/22/18        07/02/18        $ 0.0765  
07/20/18        08/01/18        $ 0.0765  
08/24/18        09/04/18        $ 0.0765  

8. Stock repurchase program

On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the six months ended April 30, 2018, the Fund did not repurchase any shares.

9. Deferred capital losses

As of October 31, 2017, the Fund had deferred capital losses of $21,868,588, which have no expiration date, that will be available to offset future taxable capital gains.

 

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Board approval of management and subadvisory agreement (unaudited)

 

Background

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of Legg Mason BW Global Opportunities Fund Inc. (the “Fund”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management contract (the “Management Agreement”) with the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) with the Manager’s affiliate, Brandywine Global Investment Management, LLC (“Brandywine”), the Fund’s sub-adviser. At a meeting (the “Contract Renewal Meeting”) held in-person on November 8 and 9, 2017, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreement for an additional one-year term. To assist in its consideration of the renewals of the Management Agreement and the Sub-Advisory Agreement, the Board received and considered a variety of information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Manager and Brandywine, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board’s supervision (the “Legg Mason Closed-end Funds”), certain portions of which are discussed below. A presentation made by the Manager and Brandywine to the Board at the Contract Renewal Meeting in connection with its evaluations of the Management Agreement and the Sub-Advisory Agreement encompassed the Fund and other Legg Mason Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and Brandywine to the Fund. The Board’s evaluation took into account the information received throughout the year and also reflected the knowledge and familiarity gained as members of the Boards of the Fund and other Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and Brandywine.

At a meeting held by conference call on November 2, 2017, the Independent Directors in preparation for the Contract Renewal Meeting met in a private session with their independent counsel to review Contract Renewal Information in respect of the Legg Mason Closed-end Funds, including the Fund, received to date. No representatives of the Manager or Western Asset participated in this meeting. The discussion below reflects all of these reviews.

The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and Brandywine provides the Fund with certain investment sub-advisory services pursuant to the Sub-Advisory Agreement. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and the investment sub-advisory functions being rendered by Brandywine.

 

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Board approval of management and subadvisory agreement (unaudited) (cont’d)

 

Board approval of management agreement and sub-advisory agreement

In its deliberations regarding renewal of the Management Agreement and the Sub-Advisory Agreement, the Board, including the Independent Directors, considered the factors below.

Nature, extent and quality of the services under the management agreement and sub-advisory agreement

The Board received and considered Contract Renewal Information regarding the nature, extent, and quality of services provided to the Fund by the Manager and Brandywine under the Management Agreement and the Sub-Advisory Agreement, respectively, during the past year. The Board also reviewed Contract Renewal Information regarding the Fund’s compliance policies and procedures established pursuant to the 1940 Act.

The Board reviewed the qualifications, backgrounds, and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the Contract Renewal Information and the Board’s discussions with the Manager and Brandywine at the Contract Renewal Meeting, the general reputation and investment performance records of the Manager, Brandywine and their affiliates and the financial resources available to the corporate parent of the Manager and Brandywine, Legg Mason, Inc. (“Legg Mason”), to support their activities in respect of the Fund and the other Legg Mason Closed-end Funds.

The Board reviewed the responsibilities of the Manager and Brandywine under the Management Agreement and the Sub-Advisory Agreement, respectively, including the Manager’s coordination and oversight of the services provided to the Fund by Brandywine and others. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of the delegee. Pursuant to this provision of the Management Agreement, the Manager does not provide day-to-day portfolio management services to the Fund. Rather, portfolio management services for the Fund are provided by Brandywine pursuant to the Sub-Advisory Agreement.

In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreement, the Board took into account that Fund shareholders, in pursuing their investment goals and objectives, likely purchased their shares based upon the reputation and the investment style, philosophy and strategy of the Manager and Brandywine, as well as the resources available to the Manager and Brandywine.

The Board concluded that, overall, the nature, extent, and quality of the management and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreement have been satisfactory under the circumstances.

 

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Fund performance

The Board received and considered information regarding Fund performance, including information and analyses (the “Broadridge Performance Information”) for the Fund, as well as for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. The Performance Universe included the Fund and all leveraged global income closed-end funds, as classified by Broadridge, regardless of asset size. The Performance Universe consisted of twelve funds, including the Fund, for each of the 1- and 3-year periods ended June 30, 2017 and eleven funds for the 5-year period ended such date. The Board noted that it had received and discussed with the Manager and Brandywine information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and its peer funds as selected by Broadridge.

The Broadridge Performance Information comparing the Fund’s performance to that of the Performance Universe based on net asset value per share showed, among other things, that the Fund’s performance was ranked eleventh among the funds in the Performance Universe for the 1-year period ended June 30, 2017 (first being best in these performance rankings) ; twelfth (last) among the funds in the Performance Universe for the 3-year period ended such date; and eighth among the Performance Universe funds for the 5-year period ended such date. The Fund’s performance was worse than the Performance Universe median for each of the 1-, 3- and 5-year periods ended June 30, 2017. The Board noted that the small number of funds in the Performance Universe and Brandywine’s distinctive investment approach and strategies made meaningful performance comparisons difficult. In addition to the Fund’s performance relative to the Performance Universe, the Board considered the Fund’s performance in absolute terms and the Fund’s performance relative to its benchmark for each of the 1-, 3-, and 5-year periods ended June 30, 2017. On a net asset value basis, the Fund outperformed its benchmark for each of the 1- and 5- year periods but underperformed its benchmark for the 3-year period.

The Board considered that at the Contract Renewal Meeting the Manager agreed to a voluntary Management Fee Waiver of 0.05% (the “Waiver”) that will extend through November 30, 2018.

Based on the reviews and discussions of Fund performance and considering other relevant factors, including those noted above, the Board concluded, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreement for an additional one-year period would be consistent with the interests of the Fund and its shareholders.

Management fees and expense ratios

The Board reviewed and considered the management fee (the “Management Fee”) payable by the Fund to the Manager under the Management Agreement and the sub-advisory fee

 

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Board approval of management and subadvisory agreement (unaudited) (cont’d)

 

(the “Sub-Advisory Fee”) payable to Brandywine under the Sub-Advisory Agreement in light of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and Brandywine. The Board noted that the Sub-Advisory Fee is paid by the Manager, not the Fund, and, accordingly, that the retention of Brandywine does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.

Additionally, the Board received and considered information and analyses prepared by Broadridge (the “Broadridge Expense Information”) comparing the Management Fee and the Fund’s overall expenses with those of funds in an expense group (the “Expense Group”) selected and provided by Broadridge. The comparison was based upon the constituent funds’ latest fiscal years. The Expense Group consisted of the Fund and five other leveraged global income closed-end funds, as classified by Broadridge. The six funds in the Expense Universe had average net common share assets ranging from $185.7 million to $1.434 billion. Two of the other Expense Group Funs were larger than the Fund and three were smaller.

The Board took into account the Manager’s agreement at the Contract Renewal Meeting to implement the Waiver.

The Broadridge Expense Information, comparing the Management Fee as well as the Fund’s actual total expenses to the Fund’s Expense Group, showed, among other things, that the Management Fee on a contractual basis was ranked third among the funds in the Expense Universe (first being lowest and, therefore, best in these expense component rankings). The Fund’s actual Management Fee (i.e., giving effect to any voluntary fee waivers implemented by the Manager with respect to the Fund and by the managers of the other Expense Universe funds) was ranked fourth among the funds in the Expense Group whether compared on a common share assets only basis or when compared on the basis of common share assets and leveraged assets. The Fund’s actual total expenses ranked sixth among the funds in the Expense Group whether compared on the basis of common share assets only or on the basis of common share assets and leveraged assets. The Fund’s Contractual Manage Fee was better (i.e., lower) than the Expense Group median for that expense component but each of the Fund’s other expense components was worse (i.e., higher) than the Expense Group median for that expense component. The Board noted that widely varying investment strategies among the Expense Group Funds and the small number and varying sizes of funds comprising the Expense Group made meaningful expense comparisons difficult. The Manager noted that distributions to its outstanding mandatory redeemable preferred shareholders, excise taxes, and interest expense on the Fund’s long-term debt contributed to its total expenses.

The Board also reviewed Contract Renewal Information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Board was advised that the fees paid by such institutional, separate account and other clients (collectively, “institutional clients”) generally are lower, and may be significantly lower,

 

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than the Management Fee. The Contract Renewal Information discussed the significant differences in scope of services provided to the Fund and to institutional clients. Among other things, institutional clients have fewer compliance, administration and other needs than the Fund and the Fund is subject not only to heightened regulatory requirements relative to institutional clients but also to requirements for listing on the New York Stock Exchange. The Contract Renewal Information noted further that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Contract Renewal Information included information regarding management fees paid by open-end mutual funds in the same complex (the “Legg Mason Open-end Funds”) and such information indicated that the management fees paid by the Legg Mason Closed-end Funds generally were higher than those paid by the Legg Mason Open-end Funds. The Manager, in response to an inquiry from the Board as to the reasons for the fee differential, provided information as to differences between the services provided to the Fund and the other Legg Mason Closed-end Funds and the services provided to the Legg Mason Open-end Funds. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients and funds.

Taking all of the above into consideration, the Board determined that the Management Fee and the Sub-Advisory Fee were reasonable in light of the nature, extent and overall quality of the management, investment advisory and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreement.

Manager profitability

The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended March 31, 2017 and March 31, 2016. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies used in preparing such profitability data. The profitability to Brandywine was not considered to be a material factor in the Board’s considerations since the Sub-Advisory Fee is paid by the Manager, not the Fund. The profitability analysis presented to the Board as part of the Contract Renewal Information indicated that profitability to the Manager had increased by 6 percent during the period covered by the analysis but remained at a level that the Board did not consider to be excessive in light of judicial guidance and the nature, extent and overall quality of the investment advisory and other services provided to the Fund. The Board noted that the Manager agreed at the Contract Renewal meeting to implement the Waiver and that the Manager’s profitability may be reduced by the Waiver while it is in effect.

 

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Board approval of management and subadvisory agreement (unaudited) (cont’d)

 

Economies of scale

The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted that because the Fund is a closed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets generally will occur through appreciation in the value of the Fund’s investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Management Fee structure, which incorporates no breakpoints reducing the Management Fee at specified increased asset levels, was appropriate under present circumstances.

Other benefits to the manager and Brandywine

The Board considered other benefits received by the Manager, Brandywine and their affiliates as a result of their relationship with the Fund and did not regard such benefits as excessive.

*  *  *  *  *  *

In light of all of the foregoing and other relevant factors, the Board determined, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreement would be consistent with the interests of the Fund and its shareholders and unanimously voted to continue each Agreement for a period of one additional year. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of the Management Agreement and the Sub-Advisory Agreement, and each Board member may have attributed different weights to the various factors. The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meeting, the Board received a memorandum prepared by the Manager discussing its responsibilities in connection with the proposed continuation of the Management Agreement and the Sub-Advisory Agreement as part of the Contract Renewal Information and the Independent Directors separately received a memorandum discussing such responsibilities from their independent counsel. Prior to voting, the Independent Directors also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Brandywine were present.

 

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Additional shareholder information (unaudited)

 

Results of annual meeting of shareholders

The Annual Meeting of Shareholders of BrandywineGLOBAL — Global Income Opportunities Fund Inc. was held on February 23, 2018, for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the Meeting:

Election of directors

 

Nominees    Common Shares
and Preferred
Shares,
voting together,
Voted for Election
     Common Shares
and Preferred
Shares,
voting together,
Withheld
 

Robert D. Agdern

     17,458,760        344,653  

Eileen A. Kamerick

     17,446,269        357,144  

Riordan Roett

     17,452,777        350,636  

At April 30, 2018, in addition to Robert D. Agdern, Eileen A. Kamerick and Riordan Roett, the other Directors of the Fund were as follows:

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Leslie H. Gelb

William R. Hutchinson

Jane Trust

 

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Dividend reinvestment plan (unaudited)

 

On December 15, 2016, the Fund announced that the Board of Directors has authorized changes to the Fund’s Dividend Reinvestment Plan (the “Plan”) with respect to dividend reinvestment determinations and transaction fees for Plan participants selling their shares. A copy of the revised Plan is included below.

Effective July 1, 2017, the Fund uses the dividend payment date to determine if new shares are issued or shares are purchased in the open market for Plan participants reinvesting their distributions. If on the payment date the closing market price (plus $0.03 per share commission) is at or above the net asset value (“NAV”), the Fund will issue new shares of common stock. Newly issued shares of common stock will be issued at a price equal to the greater of (a) the NAV per share on the date prior to issuance or (b) 95% of the closing market price per share. If the closing market price (plus $0.03 per share commission) is lower than the NAV per share on the payment date, the Plan Agent will receive the distribution in cash and purchase common stock in the open market. In addition, effective July 1, 2017, fees paid by Plan participants to sell Fund shares decreased, with Plan participants paying a $5.00 transaction fee plus a $0.05 per share commission upon a sale of shares held pursuant to the Plan.

Revised dividend reinvestment plan:

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.

If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:

(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.

(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the

 

42    BrandywineGLOBAL — Global Income Opportunities Fund Inc.


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dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.

Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.   43


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Dividend reinvestment plan (unaudited) (cont’d)

 

Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151.

 

44    BrandywineGLOBAL — Global Income Opportunities Fund Inc.


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BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Directors

Robert D, Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Leslie H. Gelb

William R. Hutchinson

Eileen A. Kamerick

Riordan Roett

Jane Trust

Chairman

Officers

Jane Trust

President

and Chief Executive Officer

Richard F. Sennett

Principal Financial Officer

Todd F. Kuehl

Chief Compliance Officer

Jenna Bailey

Identity Theft Prevention Officer

Robert I. Frenkel

Secretary and Chief Legal Officer

Thomas Mandia

Assistant Secretary

Jennifer S. Berg*

Treasurer

Jeanne M. Kelly

Senior Vice President

 

* Effective January 1, 2018, Ms. Berg became Treasurer.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Brandywine Global Investment

Management, LLC

Custodian

The Bank of New York Mellon (“BNY”)**

Transfer agent

Computershare Inc.

462 South 4th Street,

Suite 1600

Louisville, KY 40202

 

** Effective June 11, 2018, BNY became custodian.

 

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

New York Stock Exchange Symbol

BWG


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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 and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. 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;

 

 

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 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 marketing services solely for the Funds;

 

 

The Funds’ representatives such as legal counsel, accountants and auditors; and

 

 

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

 

NOT PART OF THE SEMI-ANNUAL REPORT


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

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf 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, or if you have questions about the Funds’ privacy practices, 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.lmef.com, or contact the Fund at 1-888-777-0102.

 

NOT PART OF THE SEMI-ANNUAL REPORT


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BrandywineGLOBAL — Global Income Opportunities Fund Inc.

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its stock.

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 on Form N-Q. The Fund’s Forms N-Q are available on the SEC website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-888-777-0102.

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 1-888-777-0102, (2) at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.

This report is transmitted to the shareholders of BrandywineGLOBAL — Global Income Opportunities Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

 

LMFX014702 6/18 SR18-3349


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ITEM 2. CODE OF ETHICS.

Not applicable.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

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. INVESTMENT PROFESSIONALS 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.


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ITEM 12. EXHIBITS.

(a) (1) Not applicable.

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


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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.

BrandywineGLOBAL - Global Income Opportunities Fund Inc.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   June 27, 2018

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:   June 27, 2018
By:  

/s/ Richard F. Sennett

  Richard F. Sennett
  Principal Financial Officer
Date:   June 27, 2018