LM BW Global Income Opportunities Fund Inc.

 

 

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

 

 

Legg Mason BW 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: October 31, 2014

 

 

 


ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   October 31, 2014

LEGG MASON

BW GLOBAL INCOME

OPPORTUNITIES FUND INC.

(BWG)

 

 

 

 

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


What’s inside      
Letter from the chairman     II   
Investment commentary     III   
Fund overview     1   
Fund at a glance     6   
Schedule of investments     7   
Statement of assets and liabilities     15   
Statement of operations     16   
Statements of changes in net assets     17   
Statement of cash flows     18   
Financial highlights     19   
Notes to financial statements     20   
Report of independent registered public accounting firm     36   
Additional information     37   
Annual chief executive officer and principal financial officer certifications     42   
Other shareholder communications regarding accounting matters     43   
Dividend reinvestment plan     44   

Important tax information

    46   

 

Fund objectives

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

 

Letter from the chairman

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Legg Mason BW Global Income Opportunities Fund Inc. for the twelve-month reporting period ended October 31, 2014. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

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

 

Ÿ  

Fund prices and performance,

 

Ÿ  

Market insights and commentaries from our portfolio managers, and

 

Ÿ  

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

LOGO

Kenneth D. Fuller

Chairman, President and Chief Executive Officer

November 28, 2014

 

II    Legg Mason BW Global Income Opportunities Fund Inc.


Investment commentary

 

Economic review

Since the end of the Great Recession, the U.S. economy has expanded at a slower than usual pace, compared to recent history. U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce’s revised figures, was 4.5% during the third quarter of 2013, its best reading since the fourth quarter of 2011. During the twelve months ended October 31, 2014 (the “reporting period”), the severe winter weather of January and February played a key role in a sharp reversal in the economy, a 2.1% contraction during the first quarter of 2014. This was the first negative GDP report in three years. Negative contributions were widespread: private inventory investment, exports, state and local government spending and nonresidential and residential fixed investment. Thankfully, this setback was very brief, as second quarter GDP growth was 4.6%, suggesting the recovery has some resilience and the economy continues to recover from the severe consequences of the Great Recession. The second quarter rebound in GDP growth was driven by several factors, including an acceleration in personal consumption expenditures (“PCE”), increased private inventory investment and exports, as well as an upturn in state and local government spending. After the reporting period ended, the Department of Commerce’s second estimate for third quarter GDP growth was 3.9%, driven by contributions from PCE, exports, nonresidential fixed investment and government spending.

The U.S. manufacturing sector continued to support the economy during the reporting period. Based on figures for the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”)ii, U.S. manufacturing expanded during all twelve months of the reporting period (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). After readings of 57.0 and 56.5 in November and December 2013, respectively, the PMI fell to 51.3 in January 2014, its weakest reading since May 2013. PMI then generally rose over the next several months, reaching a high of 59.0 in August, its best reading since March 2011. While PMI dipped to 56.6 in September, it rose back to 59.0 in October.

The U.S. job market improved during the reporting period. When the period began, unemployment, as reported by the U.S. Department of Labor, was 7.0%. Unemployment generally declined throughout the reporting period and reached a low of 5.8% in October 2014, the lowest level since July 2008.

Growth outside the U.S. was mixed in many countries. In its October 2014 World Economic Outlook, the International Monetary Fund (“IMF”) said “Despite setbacks, an uneven global recovery continues. In advanced economies, the legacies of the pre-crisis boom and the subsequent crisis, including high private and public debt, still cast a shadow on the recovery. Emerging markets are adjusting to rates of economic growth lower than those reached in the pre-crisis boom and the post-crisis recovery. Overall, the pace of recovery is becoming more country specific.” From a regional perspective, the IMF forecasts 2014 growth will be 0.8% in the Eurozone, versus -0.4% in 2013. Japan’s economy is projected to expand 0.9% in 2014, compared to 1.5% in 2013. Elsewhere the IMF projects that overall growth in emerging market countries will decelerate in 2014, with expected growth of 4.4% versus 4.7% in 2013.

 

Legg Mason BW Global Income Opportunities Fund Inc.   III


Investment commentary (cont’d)

 

The Federal Reserve Board (“Fed”)iii took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As it has since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. The Fed also took steps to end its asset purchase program that was announced in December 2012. At that time, the Fed said it would continue purchasing $40 billion per month of agency mortgage-backed securities (“MBS”), as well as $45 billion per month of longer-term Treasuries. Following the meeting that concluded on December 18, 2013, the Fed announced that it would begin reducing its monthly asset purchases, saying “Beginning in January 2014, the Committee will add to its holdings of agency MBS at a pace of $35 billion per month rather than $40 billion per month, and will add to its holdings of longer-term Treasury securities at a pace of $40 billion per month rather than $45 billion per month.” At each of the Fed’s next six meetings (January, March, April, June, July and September 2014), it announced further $10 billion tapering of its asset purchases. At its meeting that ended on October 29, 2014, the Fed announced that its asset purchase program had concluded. The Fed also said that it “currently anticipates that, even after employment and inflation are near mandate-consistent levels, economic conditions may, for some time, warrant keeping the target federal funds rate below levels the Committee views as normal in the longer run.”

Given the economic challenges in the Eurozone, the European Central Bank (“ECB”)v took a number of actions to stimulate growth. In May 2013, before the beginning of the reporting period, the ECB cut rates from 0.75% to 0.50%. The ECB then lowered the rates to a new record low of 0.25% in November 2013. On June 5, 2014, the ECB made a number of additional moves in an attempt to support the region’s economy and ward off deflation: The ECB reduced rates to a new low of 0.15% and announced it would charge commercial banks 0.10% to keep money at the ECB. This “negative deposit rate” was aimed at encouraging commercial banks to lend some of their incremental cash which, in turn, could help to spur growth. On September 4, 2014, the ECB reduced rates to yet another record low of 0.05% and it began charging commercial banks 0.20% to keep money at the ECB. Furthermore, the ECB started purchasing securitized loans and covered bonds in October 2014. In other developed countries, the Bank of England kept rates on hold at 0.50% during the reporting period, as did Japan at a range of zero to 0.10%, its lowest level since 2006. At the end of October 2014, the Bank of Japan announced that it would increase its asset purchases by between 10 trillion yen and 20 trillion yen ($90.7 billion to $181.3 billion) to approximately 80 trillion yen ($725 billion) annually, in an attempt to stimulate growth. Elsewhere, the People’s Bank of China kept rates on hold at 6.0%. However, on November 21, 2014, it cut the rate to 5.6%, the first reduction since July 2012.

As always, thank you for your confidence in our stewardship of your assets.

Sincerely,

 

LOGO

Kenneth D. Fuller

Chairman, President and

Chief Executive Officer

November 28, 2014

 

IV    Legg Mason BW Global Income Opportunities Fund Inc.


All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. Forecasts and predictions are inherently limited and should not be relied upon as an indication of actual or future performance.

 

 

 

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 Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the U.S. manufacturing sector.

 

iii 

The Federal Reserve Board (“Fed”) is responsible for the formulation of 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.

 

Legg Mason BW Global Income Opportunities Fund Inc.   V


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks to provide current income as a primary objective. Capital appreciation is a secondary objective. 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. These may include, but are not limited to, sovereign debt of developed and emerging market countries, U.S. and non-U.S. corporate debt, mortgage-backed securities (“MBS”) and currency exposure. The Fund may manage its currency exposure through the use of futures, forwards and other derivative instruments, for hedging and investment purposes. The Fund’s specific investments will shift as the Fund rotates among countries, credits and currencies to find the most attractive values over time. Under normal market conditions, no more than 35% of the Fund’s managed assets may be rated below investment grade (commonly known as “high yield” or “junk”) by a nationally recognized statistical rating organization or determined to be of comparable quality; provided however, that the quality of a security will be based on the highest rating it receives. In addition, under normal market conditions, at least 40% of the Fund’s managed assets will be invested in non-US countries or currencies. The Fund may use leverage to enhance current income.

In making investment decisions on behalf of the Fund, we apply a top-down, macro-driven investment process and invest where we believe opportunities exist with respect to interest rate levels and currency valuations. We consider secular trends, political and monetary conditions and business cycle risks when making investment decisions. We also take into account the relative risk and return characteristics of prospective investments when determining how to achieve desired exposures.

Brandywine Global Investment Management, LLC (“Brandywine”), the Fund’s subadviser, is responsible for the day-to-day portfolio management of the Fund. Brandywine uses an active, team-based approach to manage its fixed income portfolios. The investment professionals at Brandywine who are primarily responsible for development of investment strategy, day-to-day portfolio management and oversight and coordination of the Fund are David Hoffman, CFA, Stephen S. Smith, Jack P. McIntyre, CFA, Gerhardt (Gary) P. Herbert, CFA, Brian L. Kloss, JD, CFA and Regina Borromeo.

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

A. Nearly all government bonds rallied in price during the period in review (local currency terms). Only a few small, ultra-low quality corners of the sovereign debt universe depreciated in value, including those impacted by war, such as Ukraine and Russia, or short-term obligations of those facing a potential technical default, like Venezuela. Safe-haven markets experienced enough demand to push yields 20 to 60 basis points (bps) lower in the U.S. to 100 bps or more in Germany. Peripheral euro-zone yields fell as much as 200 bps or more. That global drop in yields reflected a wave of disinflationary pressures emanating from downbeat nominal growth in Europe, emerging markets, and Asia. Europe and many emerging markets can attribute much of the slowdown on a deliberate downshift in Chinese growth combined with the emergence of two geopolitical hotspots, in eastern Ukraine and

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   1


Fund overview (cont’d)

 

northern Iraq. Japanese growth sank in reaction to a hefty consumption tax hike. The U.S economy, in terms of real growth and job creation, accelerated to levels not seen in a decade by the summer and fall. Unsurprisingly, the U.S. dollar strengthened considerably during the period, as the euro and yen lost significant value after both currencies’ central banks promised fresh quantitative and credit easing programs in the summer and fall.

Credit performed well in all major markets. Falling government yields boosted absolute returns in credit and helped historically average credit spreads look flattering to global yield hunters. Credit spreads collapsed on credit indexes in nearly all of the prior twelve months, except for the last few when investors aggressively sold-off credits with the weakest fundamentals, especially in CCC and weaker credits.

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

A. Peripheral euro-zone credits produced very strong gains during the period. Following such a strong rally in peripheral euro-zone debt, we wanted to re-evaluate our peripheral exposure. Throughout the period, the Fund rotated from Italian sovereign and credit exposure to Spanish floating-rate MBS which provided a better risk-return profile. Moving forward, we believe Spanish housing collateral will continue to improve after notching its first year-on-year price increase since the crisis in October. We believe the European Central Bank’s (“ECB”)i credit and quantitative easing programs will benefit euro-zone MBS and most spread sectors.

During the period, euro growth and inflation weakened to the point of needing significant monetary expansion from a central bank loathe to engage in large-scale asset purchases associated with large-scale money printing. As the euro climbed and growth slowed, we began to hedge all euro exposure and ultimately reached a near-zero level by the end of October. We expect the U.S. economy will continue accelerating on the back of strong private-sector expansion, ultimately allowing growth to gradually replace liquidity as the economy’s paramount support. Japan and Europe, however, still beset by structural headwinds, in our opinion will require further currency depreciation, labor reform, and positive external surprises before liquidity can safely be removed. Despite expensive valuations, we believe the best approach in G3ii currencies is to stay underweight euro and yen relative to the U.S. dollar.

The Fund also sold exposure to the Turkish lira. The country faces deeper security and confidence challenges with nearby war in Syria and Northern Iraq that may compound growth and inflation troubles.

Performance review

For the twelve months ended October 31, 2014, Legg Mason BW Global Income Opportunities Fund Inc. returned 10.39% based on its net asset value (“NAV”)iii and 10.24% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Barclays Global Aggregate Indexiv, returned 0.22% for the same period. The Lipper Global Income Closed-End Funds Category Averagev returned 6.12% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

During the twelve-month period, the Fund made distributions to shareholders totaling

 

2    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


$1.78 per share.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of October 31, 2014. Past performance is no guarantee of future results.

 

Performance Snapshot as of October 31, 2014  
Price Per Share   12-Month
Total Return**
 
$19.93 (NAV)     10.39 %† 
$17.32 (Market Price)     10.24 %‡ 

All figures represent past performance and are not a guarantee of future results.

** 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, if any, at NAV.

‡ Total return assumes the reinvestment of all distributions in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

Q. What were the leading contributors to performance?

A. The Fund benefited from meaningful excess return contributions within every major attribution/contribution factor during the period under review. Currency decisions, a higher yield profile, and yield curvevi decisions all benefited relative performance. Underweight positions in yen, euro, and euro-pegged currencies, as well as a long position in Indian rupee benefited relative performance.

A higher yield profile and beneficial yield curve decisions — specifically, durationvii and term structure impacts — were the result of exposure to peripheral euro-zone and European sovereigns, such as Hungary, Poland, Italy, Ireland. European credits produced attractive returns as market-required inflation compensation fell and credit spreads to German bunds fell precipitously during the period. Exposure to Mexico and Indonesia also benefited the Fund’s yield profile and yield curve decisions.

The Fund’s derivatives exposures contributed to absolute performance during the period under review. Realized gains from currency forwards, primarily attributable to euro hedging activity, provided the most significant benefit to performance.

Q. What were the leading detractors from performance?

A. No broad factors produced negative excess returns, but a few exposures fell in value. Exposure to the Hungarian forint weighed on performance. Hungarian growth slowed among uncertainty related to the war in the Ukraine and related sanctions, which hurt supply chains throughout Europe.

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

 

* For the tax character of distributions paid during the fiscal year ended October 31, 2014, please refer to page 35 of this report.

 

 

 

 

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   3


Fund overview (cont’d)

 

release that can be found on most major financial websites as well as www.lmcef.com.

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 Legg Mason BW 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

David F. Hoffman, CFA

Portfolio Manager

Brandywine Global Investment Management, LLC

 

LOGO

Stephen S. Smith

Portfolio Manager

Brandywine Global Investment Management, LLC

November 18, 2014

RISKS: The Fund is non-diversified and may be more susceptible to economic, political or regulatory events than a diversified fund. 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.

All investments are subject to risk, including the risk of loss. Fixed income securities 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. High yield securities are subject to greater liquidity and credit risks (risk of default) than higher-rated securities. International investments involve certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. 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.

Portfolio holdings and breakdowns are as of October 31, 2014 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 7 through 14 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis

 

4    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of October 31, 2014 were: Sovereign Bonds (72.1%), Collateralized Mortgage Obligations (15.0%), Financials (13.5%), Telecommunication Services (5.6%), and Consumer Discretionary (4.7%). The Fund’s portfolio composition is subject to change at any time.

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.

 

i 

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

 

ii 

The three most systemically important central banks, including the Federal Reserve, European Central Bank, and Bank of Japan.

 

iii 

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.

 

iv 

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

 

v 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended October 31, 2014, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 16 funds in the Fund’s Lipper category.

 

vi 

The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

 

vii 

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

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   5


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 October 31, 2014 and October 31, 2013 and does not include derivatives, such as futures 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.

 

6    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Schedule of investments

October 31, 2014

 

Legg Mason BW Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Sovereign Bonds — 72.1%                                

Brazil — 16.4%

                               

Federative Republic of Brazil, Notes

    10.000     1/1/17        43,100,000  BRL     $ 16,661,761  (a) 

Federative Republic of Brazil, Notes

    10.000     1/1/21        55,485,000  BRL      20,503,431  (a) 

Federative Republic of Brazil, Notes

    10.000     1/1/23        88,000,000  BRL      31,858,422  (a) 

Total Brazil

                            69,023,614   

Hungary — 9.4%

                               

Republic of Hungary, Bonds

    5.500     6/24/25        8,523,000,000  HUF      39,468,201   

Indonesia — 6.2%

                               

Republic of Indonesia, Senior Bonds

    8.375     3/15/24        30,100,000,000  IDR      2,553,581   

Republic of Indonesia, Senior Bonds

    9.000     3/15/29        112,400,000,000  IDR      9,804,693   

Republic of Indonesia, Senior Bonds

    8.375     3/15/34        69,800,000,000  IDR      5,762,586   

Republic of Indonesia, Senior Bonds

    8.750     2/15/44        96,900,000,000  IDR      7,978,266   

Total Indonesia

                            26,099,126   

Mexico — 17.0%

                               

United Mexican States, Bonds

    8.500     5/31/29        224,690,000  MXN      19,890,336  (a) 

United Mexican States, Bonds

    8.500     11/18/38        405,979,500  MXN      36,445,917  (a) 

United Mexican States, Bonds

    7.750     11/13/42        180,200,000  MXN      15,000,160  (a) 

Total Mexico

                            71,336,413   

Poland — 3.6%

                               

Republic of Poland, Bonds

    5.250     10/25/20        38,570,000  PLN      13,468,397  (a) 

Republic of Poland, Bonds

    4.000     10/25/23        4,670,000  PLN      1,557,575   

Total Poland

                            15,025,972   

Portugal — 9.3%

                               

Portugal Obrigacoes do Tesouro OT, Senior Bonds

    4.100     4/15/37        31,450,000  EUR      38,899,221  (a)(b)  

South Africa — 10.2%

                               

Republic of South Africa, Bonds

    6.500     2/28/41        608,800,000  ZAR      43,033,697  (a)  

Total Sovereign Bonds (Cost — $318,203,601)

  

            302,886,244   
Collateralized Mortgage Obligations — 15.0%                                

Auburn Securities PLC, 2003 A2

    1.158     11/1/39        1,884,199  GBP      3,001,064  (b)(c) 

Banc of America Commercial Mortgage Trust, 2007-3 B

    5.563     6/10/49        1,770,000        1,771,943  (c) 

Bankinter Fondo de Titulizacion de Activos, 2013 A2

    0.231     7/17/49        1,821,865  EUR      2,197,462  (b)(c) 

Chase Mortgage Finance Corp., 2007-A1 1A4

    2.549     2/25/37        2,087,603        2,042,033  (c) 

Chase Mortgage Finance Corp., 2007-A1 2A2

    2.465     2/25/37        3,297,711        3,267,230  (c) 

Chase Mortgage Finance Corp., 2007-A2 2A4

    2.518     7/25/37        1,801,489        1,750,409  (c) 

Connecticut Avenue Securities, 2014-C03 2M2

    3.052     7/25/24        2,000,000        1,833,202  (c) 

Countrywide Alternative Loan Trust, 2003-11T1 A1

    4.750     7/25/18        626,001        643,232   

Fondo de Titulizacion de Activos UCL, 2016 A2

    0.232     6/16/49        1,535,791  EUR      1,734,521  (b)(c) 

 

See Notes to Financial Statements.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   7


Schedule of investments (cont’d)

October 31, 2014

 

Legg Mason BW Global Income Opportunities Fund Inc.

 

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

GCCFC Commercial Mortgage Trust, 2007-GG9 AJ

    5.505     3/10/39        3,625,000      $ 3,247,291  (c) 

Hipocat Fondo de Titulizacion de Activos, HIPO-11 A3

    0.242     1/15/50        299,578  EUR      342,437  (b)(c) 

Hipotecario Fondo de Titulizacion de Activos, HIPO-11 A2

    0.212     1/15/50        1,423,956  EUR      1,610,532  (b)(c) 

IM Pastor Fondo de Titulizacion de Activos, 2004 A

    0.222     3/22/44        3,100,030  EUR      3,496,501  (b)(c) 

JPMorgan Chase Commercial Mortgage Securities Trust, 2007-CB18 AM

    5.466     6/12/47        950,000        1,022,041  (c) 

JPMorgan Chase Commercial Mortgage Securities Trust, 2007-LD12 AM

    6.002     2/15/51        1,760,000        1,937,820  (c) 

Kensington Mortgage Securities PLC, 2007-1X B1B

    0.934     6/14/40        1,018,095  EUR      1,134,050  (b)(c) 

LB Commercial Conduit Mortgage Trust, 2007-C3 C

    5.903     7/15/44        8,993,000        8,314,145  (c) 

LB-UBS Commercial Mortgage Trust, 2005-C5 G

    5.350     9/15/40        2,535,000        2,532,788  (c)(d) 

LB-UBS Commercial Mortgage Trust, 2005-C7 F

    5.350     11/15/40        600,000        568,688  (c) 

Magellan Mortgages PLC, 2002 B

    1.181     7/18/36        200,000  EUR      243,269  (b)(c) 

Residential Accredit Loans Inc., 2005-QS9 A6

    5.500     6/25/35        73,720        69,187   

RMAC Securities PLC, 2006-NS1X B1C

    0.967     6/12/44        550,492  EUR      620,351  (b)(c) 

RMAC Securities PLC, 2006-NS4X B1C

    0.937     6/12/44        1,796,407  EUR      1,963,063  (b)(c) 

Rural Hipotecario Fondo De Titulizacion Hipotec, 2009 A2

    0.339     2/17/50        2,205,193  EUR      2,681,200  (b)(c) 

TDA CAM Fondo de Titulizacion de Activos, 2008 A

    0.313     2/26/49        168,869  EUR      196,176  (b)(c) 

TDA CAM Fondo de Titulizacion de Activos, 2009 A2

    0.275     4/28/50        1,788,738  EUR      2,073,819  (b)(c) 

TDA CAM Fondo de Titulizacion de Activos, 2009 A3

    0.285     4/28/50        4,969,528  EUR      5,695,413  (b)(c) 

TDA Fondo de Titulizacion de Activos, 2024-A1

    0.212     6/22/40        2,483,900  EUR      2,935,064  (b)(c) 

TDA Fondo de Titulizacion de Activos, 2027-A2

    0.232     12/28/50        2,996,445  EUR      3,581,027  (b)(c) 

Wachovia Bank Commercial Mortgage Trust, 2006-C26 AJ

    5.997     6/15/45        400,000        404,714  (c) 

Total Collateralized Mortgage Obligations (Cost — $64,134,039)

  

    62,910,672   
Corporate Bonds & Notes — 32.0%           
Consumer Discretionary — 3.1%                   

Auto Components — 0.2%

                               

Icahn Enterprises LP/Icahn Enterprises Finance Corp., Senior Notes

    6.000     8/1/20        910,000        960,050  (a)  

Diversified Consumer Services — 0.2%

                               

StoneMor Partners LP/Cornerstone Family Services of WV, Senior Notes

    7.875     6/1/21        600,000        628,500  (a)(d)  

Hotels, Restaurants & Leisure — 0.5%

                               

Arcos Dorados Holdings Inc., Senior Notes

    10.250     7/13/16        2,960,000  BRL      1,122,887  (d) 

Caesars Entertainment Operating Co. Inc., Senior Secured Notes

    9.000     2/15/20        1,550,000        1,170,250  (a) 

Total Hotels, Restaurants & Leisure

                            2,293,137   

Media — 1.9%

                               

Adria Bidco BV, Senior Secured Notes

    7.875     11/15/20        920,000  EUR      1,216,307  (d) 

 

See Notes to Financial Statements.

 

8    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Legg Mason BW Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Media — continued

                               

Altice SA, Senior Secured Bonds

    7.250     5/15/22        1,115,000  EUR    $ 1,447,913  (d) 

Clear Channel Worldwide Holdings Inc., Senior Notes

    6.500     11/15/22        1,030,000        1,066,050  (a) 

Columbus International Inc., Senior Notes

    7.375     3/30/21        1,390,000        1,478,613  (d) 

Numericable Group SA, Senior Secured Bonds

    6.000     5/15/22        200,000        204,750  (d) 

Numericable Group SA, Senior Secured Bonds

    6.250     5/15/24        400,000        412,000  (d) 

Virgin Media Secured Finance PLC, Senior Secured Notes

    5.500     1/15/25        1,305,000  GBP      2,125,186  (a)(d) 

Total Media

                            7,950,819   

Specialty Retail — 0.3%

                               

Edcon Pty Ltd., Senior Secured Notes

    9.500     3/1/18        1,020,000  EUR      1,060,917  (a)(d) 

Edcon Pty Ltd., Senior Secured Notes

    9.500     3/1/18        325,000        266,500  (a)(d) 

Total Specialty Retail

                            1,327,417   

Total Consumer Discretionary

                            13,159,923   
Consumer Staples — 3.2%                                

Beverages — 0.6%

                               

Anheuser-Busch InBev Worldwide Inc., Senior Notes

    9.750     11/17/15        6,230,000  BRL      2,501,655  (a)  

Food Products — 1.2%

                               

Agrokor DD, Senior Notes

    8.875     2/1/20        730,000        799,350  (d) 

Boparan Finance PLC, Senior Notes

    5.250     7/15/19        1,200,000  GBP      1,788,740  (d) 

JBS Investment GmbH, Senior Notes

    7.250     4/3/24        2,375,000        2,529,375  (d) 

Total Food Products

                            5,117,465   

Tobacco — 1.4%

                               

Alliance One International Inc., Secured Notes

    9.875     7/15/21        2,750,000        2,640,000  (a) 

Vector Group Ltd., Senior Subordinated Secured Notes

    7.750     2/15/21        2,990,000        3,255,362  (a) 

Total Tobacco

                            5,895,362   

Total Consumer Staples

                            13,514,482   
Energy — 2.0%                                

Oil, Gas & Consumable Fuels — 2.0%

                               

Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., Senior Notes

    9.625     10/15/18        1,325,000        1,311,750  (a) 

Bonanza Creek Energy Inc., Senior Notes

    6.750     4/15/21        1,910,000        1,924,325  (a) 

Halcon Resources Corp., Senior Notes

    8.875     5/15/21        550,000        453,750  (a) 

Linn Energy LLC/Linn Energy Finance Corp., Senior Notes

    6.250     11/1/19        1,385,000        1,281,125   

Niska Gas Storage Canada ULC/Niska Gas Storage Canada Finance Corp., Senior Notes

    6.500     4/1/19        1,005,000        752,494  (a)(d) 

Penn Virginia Corp., Senior Notes

    8.500     5/1/20        1,870,000        1,837,275  (a) 

Tullow Oil PLC, Senior Notes

    6.250     4/15/22        975,000        911,625  (d) 

Total Energy

                            8,472,344   

 

See Notes to Financial Statements.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   9


Schedule of investments (cont’d)

October 31, 2014

 

Legg Mason BW Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Financials — 13.6%                                

Banks — 2.2%

                               

Citigroup Inc., Senior Notes

    8.125     7/15/39        5,330,000      $ 8,047,799  (a) 

Intesa Sanpaolo SpA, Subordinated Bonds

    5.017     6/26/24        945,000        925,304  (d) 

Total Banks

                            8,973,103   

Capital Markets — 9.8%

                               

Goldman Sachs Group Inc., Senior Notes

    3.625     1/22/23        5,000,000        5,022,805  (a) 

Goldman Sachs Group Inc., Subordinated Notes

    6.750     10/1/37        13,045,000        16,023,330  (a) 

Jefferies Finance LLC/JFIN Co.-Issuer Corp., Senior Notes

    7.375     4/1/20        2,590,000        2,590,000  (a)(d) 

Merrill Lynch & Co. Inc., Subordinated Notes

    7.750     5/14/38        12,600,000        17,480,988  (a) 

Total Capital Markets

                            41,117,123   

Consumer Finance — 0.3%

                               

TMX Finance LLC/TitleMax Finance Corp., Senior Secured Notes

    8.500     9/15/18        1,265,000        1,239,700  (a)(d)  

Diversified Financial Services — 0.6%

                               

Cabot Financial Luxembourg SA, Senior Secured Bonds

    6.500     4/1/21        410,000  GBP      631,610  (d) 

Cabot Financial Luxembourg SA, Senior Secured Notes

    10.375     10/1/19        350,000  GBP      614,250  (d) 

DFC Finance Corp., Senior Secured Notes

    10.500     6/15/20        1,215,000        1,193,737  (d) 

Total Diversified Financial Services

                            2,439,597   

Insurance — 0.7%

                               

Towergate Finance PLC, Senior Secured Notes

    6.055     2/15/18        2,300,000  GBP      3,090,622  (a)(c)(d) 

Total Financials

                            56,860,145   
Industrials — 2.2%                                

Aerospace & Defense — 0.5%

                               

Triumph Group Inc., Senior Notes

    5.250     6/1/22        2,105,000        2,141,837   

Airlines — 0.3%

                               

Avianca Holdings SA/Avianca Leasing LLC/Grupo Taca Holdings Ltd., Senior Notes

    8.375     5/10/20        1,150,000        1,210,375  (d)  

Commercial Services & Supplies — 0.4%

                               

Safway Group Holding LLC/Safway Finance Corp., Secured Notes

    7.000     5/15/18        1,065,000        1,104,938  (d) 

Univeg Holding BV, Senior Secured Bonds

    7.875     11/15/20        580,000  EUR      679,583  (a)(d) 

Total Commercial Services & Supplies

                            1,784,521   

Construction & Engineering — 0.2%

                               

Grupo Isolux Corsan Finance BV, Senior Bonds

    6.625     4/15/21        750,000  EUR      905,793  (d)  

Industrial Conglomerates — 0.2%

                               

San Miguel Corp., Senior Notes

    4.875     4/26/23        890,000        823,250  (b)  

Trading Companies & Distributors — 0.6%

                               

Fly Leasing Ltd., Senior Notes

    6.750     12/15/20        2,200,000        2,271,500  (a)  

Total Industrials

                            9,137,276   

 

See Notes to Financial Statements.

 

10    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Legg Mason BW Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Information Technology — 0.7%                                

Electronic Equipment, Instruments & Components — 0.3%

                               

Anixter Inc., Senior Notes

    5.125     10/1/21        470,000      $ 479,341   

MMI International Ltd., Senior Secured Notes

    8.000     3/1/17        750,000        755,625  (d) 

Total Electronic Equipment, Instruments & Components

  

            1,234,966   

Internet Software & Services — 0.4%

                               

Rolta Americas LLC, Senior Bonds

    8.875     7/24/19        980,000        984,900  (d) 

VeriSign Inc., Senior Notes

    4.625     5/1/23        800,000        801,000  (a) 

Total Internet Software & Services

                            1,785,900   

Total Information Technology

                            3,020,866   
Materials — 2.1%                                

Chemicals — 1.2%

                               

Hexion US Finance Corp., Senior Secured Notes

    6.625     4/15/20        2,035,000        2,045,175  (a) 

Tronox Finance LLC, Senior Notes

    6.375     8/15/20        2,810,000        2,901,325  (a) 

Total Chemicals

                            4,946,500   

Construction Materials — 0.5%

                               

Cemex Finance LLC, Senior Secured Notes

    6.000     4/1/24        1,945,000        1,988,179  (d)  

Containers & Packaging — 0.4%

                               

Ardagh Packaging Finance PLC/Ardagh MP Holdings USA Inc., Senior Secured Notes

    4.250     1/15/22        800,000  EUR      980,224  (d) 

Coveris Holdings SA, Senior Notes

    7.875     11/1/19        800,000        844,000  (a)(d) 

Total Containers & Packaging

                            1,824,224   

Total Materials

                            8,758,903   
Telecommunication Services — 4.4%                                

Diversified Telecommunication Services — 1.5%

                               

Digicel Group Ltd., Senior Notes

    8.250     9/30/20        2,670,000        2,803,500  (d) 

Telecom Italia Capital SA, Senior Notes

    6.375     11/15/33        2,215,000        2,248,225  (a) 

Wind Acquisition Finance SA, Senior Bonds

    7.375     4/23/21        1,350,000        1,323,000  (d) 

Total Diversified Telecommunication Services

                            6,374,725   

Wireless Telecommunication Services — 2.9%

                               

Eircom Finance Ltd., Senior Secured Notes

    9.250     5/15/20        1,530,000  EUR      2,082,688  (d) 

Oi SA, Senior Notes

    5.750     2/10/22        8,915,000        8,513,825  (a)(d) 

T-Mobile USA Inc., Senior Notes

    6.500     1/15/24        1,485,000        1,559,250  (a) 

Total Wireless Telecommunication Services

                            12,155,763   

Total Telecommunication Services

                            18,530,488   
Utilities — 0.7%                                

Electric Utilities — 0.3%

                               

Viridian Group FundCo II Ltd., Senior Secured Notes

    11.125     4/1/17        1,125,000  EUR      1,515,528  (d)  

 

See Notes to Financial Statements.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   11


Schedule of investments (cont’d)

October 31, 2014

 

Legg Mason BW Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Gas Utilities — 0.4%

                               

AmeriGas Partners LP/AmeriGas Finance Corp., Senior Notes

    6.500     5/20/21        1,449,000      $ 1,532,318  (a)  

Total Utilities

                            3,047,846   

Total Corporate Bonds & Notes (Cost — $129,993,035)

  

    134,502,273   
Municipal Bonds — 0.6%                                

Georgia — 0.6%

                               

Municipal Electric Authority, GA, Build America Bonds, Plant Vogtle Units 3&4 Project J

    6.637     4/1/57        1,230,000        1,567,131  (a) 

Municipal Electric Authority, GA, Build America Bonds, Plant Vogtle Units 3&4 Project M

    6.655     4/1/57        915,000        1,150,841  (a) 

Total Municipal Bonds (Cost — $2,424,366)

                            2,717,972   
Senior Loans — 1.9%                                
Consumer Discretionary — 0.3%                                

Media — 0.3%

                               

Adria Topco BV, EUR PIK Term Loan

    9.000     6/19/19        1,000,000  EUR      1,246,362  (e)(f)  
Health Care — 0.4%                                

Pharmaceuticals — 0.4%

                               

Capsugel Holdings U.S. Inc., New Term Loan B

    3.500     8/1/18        1,845,668        1,826,058  (e)(f)  
Telecommunication Services — 1.2%                                

Wireless Telecommunication Services — 1.2%

                               

Crown Castle International Corp., Non-Extended Incremental B

    3.000     1/31/19        4,925,302        4,904,438  (e)(f)  

Total Senior Loans (Cost — $8,140,497)

                            7,976,858   
                   Shares/Units         
Master Limited Partnerships — 1.2%                                

Consumer Discretionary — 1.2%

                               

StoneMor Partners LP (Cost — $4,904,417)

                    1,845,668        5,229,280  (a)  

Total Investments before Short-Term Investments (Cost — $527,799,955)

  

    516,223,299   
                   Face
Amount†
        
Short-Term Investments — 3.6%                                

State Street Institutional Liquid Reserves Fund, Premier Class
(Cost — $14,954,775)

    0.080             14,954,775        14,954,775   

Total Investments — 126.4% (Cost — $542,754,730#)

  

    531,178,074   

Liabilities in Excess of Other Assets — (26.4)%

                            (111,077,722

Total Net Assets — 100.0%

                          $ 420,100,352   

 

See Notes to Financial Statements.

 

12    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Legg Mason BW Global Income Opportunities Fund Inc.

 

 

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

 

(a) 

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

 

(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, unless otherwise noted.

 

(c) 

Variable rate security. Interest rate disclosed is as of the most recent information available.

 

(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, unless otherwise noted.

 

(e) 

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

 

(f) 

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.

 

# Aggregate cost for federal income tax purposes is $548,458,976.

 

Abbreviations used in this schedule:

BRL   — Brazilian Real
EUR   — Euro
GBP   — British Pound
HUF   — Hungarian Forint
IDR   — Indonesian Rupiah
MXN   — Mexican Peso
PLN   — Polish Zloty
ZAR   — South African Rand

 

See Notes to Financial Statements.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   13


Schedule of investments (cont’d)

October 31, 2014

 

Legg Mason BW Global Income Opportunities Fund Inc.

 

 

Summary of Investments by Country (unaudited)*       
United States      23.8
Brazil      15.1   
Mexico      13.8   
South Africa      8.4   
Hungary      7.4   
Portugal      7.3   
Spain      5.2   
Indonesia      5.1   
United Kingdom      3.3   
Poland      2.8   
Ireland      1.0   
Italy      0.8   
Jamaica      0.5   
Belgium      0.5   
Netherlands      0.4   
Barbados      0.3   
Luxembourg      0.3   
Serbia      0.2   
Colombia      0.2   
Argentina      0.2   
Philippines      0.2   
Croatia      0.2   
Singapore      0.1   
France      0.1   
Short-Term Investments      2.8   
       100.0

 

* As a percentage of total investments. Please note that the Fund holdings are as of October 31, 2014 and are subject to change.

 

See Notes to Financial Statements.

 

14    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Statement of assets and liabilities

October 31, 2014

 

Assets:         

Investments, at value (Cost — $542,754,730)

   $ 531,178,074   

Foreign currency, at value (Cost — $1,253,734)

     1,252,075   

Cash

     6,241,556   

Interest receivable

     9,935,322   

Unrealized appreciation on forward foreign currency contracts

     4,747,069   

Receivable for securities sold

     3,629,040   

Deposits with brokers for open futures contracts

     82,118   

Prepaid expenses

     13,864   

Total Assets

     557,079,118   
Liabilities:         

Loan payable (Note 5)

     132,300,000   

Payable for securities purchased

     3,639,871   

Unrealized depreciation on forward foreign currency contracts

     401,322   

Investment management fee payable

     399,391   

Interest payable (Note 5)

     34,145   

Accrued foreign capital gains tax

     22,355   

Payable to broker — variation margin on open futures contracts

     16,365   

Directors’ fees payable

     4,253   

Accrued expenses

     161,064   

Total Liabilities

     136,978,766   
Total Net Assets    $ 420,100,352   
Net Assets:         

Par value ($0.001 par value; 21,076,754 shares issued and outstanding;
100,000,000 shares authorized)

   $ 21,077   

Paid-in capital in excess of par value

     400,575,554   

Undistributed net investment income

     13,119,387   

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

     14,004,412   

Net unrealized depreciation on investments, futures contracts and foreign currencies

     (7,620,078) 1 
Total Net Assets    $ 420,100,352   
Shares Outstanding      21,076,754   
Net Asset Value      $19.93   

 

1 

Net of accrued foreign capital gains tax of $22,355.

 

See Notes to Financial Statements.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   15


Statement of operations

For the Year Ended October 31, 2014

 

Investment Income:         

Interest

   $ 37,188,923   

Dividends

     472,360   

Less: Foreign taxes withheld

     (312,724)   

Total Investment Income

     37,348,559   
Expenses:         

Investment management fee (Note 2)

     4,806,674   

Interest expense (Note 5)

     1,189,172   

Excise tax (Note 1)

     625,000   

Custody fees

     241,023   

Transfer agent fees

     109,297   

Legal fees

     78,426   

Directors’ fees

     75,353   

Audit and tax fees

     63,080   

Fund accounting fees

     46,915   

Shareholder reports

     29,754   

Stock exchange listing fees

     24,857   

Insurance

     9,325   

Miscellaneous expenses

     14,447   

Total Expenses

     7,313,323   
Net Investment Income      30,035,236   
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Swap Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):         

Net Realized Gain (Loss) From:

        

Investment transactions

     14,845,329   

Futures contracts

     (8,985)   

Swap contracts

     364,367   

Foreign currency transactions

     (63,039)   

Net Realized Gain

     15,137,672   

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     (9,170,126) 1 

Futures contracts

     68,177   

Foreign currencies

     5,014,347   

Change in Net Unrealized Appreciation (Depreciation)

     (4,087,602)   
Net Gain on Investments, Futures Contracts, Swap Contracts and Foreign Currency Transactions      11,050,070   
Increase in Net Assets from Operations    $ 41,085,306   

 

1 

Net of change in accrued foreign capital gains tax of $22,355.

 

See Notes to Financial Statements.

 

16    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Statements of changes in net assets

 

 

For the Years Ended October 31,    2014      2013  
Operations:                  

Net investment income

   $ 30,035,236       $ 30,056,793   

Net realized gain

     15,137,672         7,084,623   

Change in net unrealized appreciation (depreciation)

     (4,087,602)         (32,991,183)   

Increase in Net Assets From Operations

     41,085,306         4,150,233   
Distributions to Shareholders From (Note 1):                  

Net investment income

     (21,787,673)         (20,525,791)   

Net realized gains

     (15,623,565)         (9,613,967)   

Decrease in Net Assets From Distributions to Shareholders

     (37,411,238)         (30,139,758)   

Increase (Decrease) in Net Assets

     3,674,068         (25,989,525)   
Net Assets:                  

Beginning of year

     416,426,284         442,415,809   

End of year*

   $ 420,100,352       $ 416,426,284   

*Includesundistributed net investment income of:

     $13,119,387         $9,852,072   

 

See Notes to Financial Statements.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   17


Statement of cash flows

For the Year Ended October 31, 2014

 

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

Net increase in net assets resulting from operations

   $ 41,085,306   

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

        

Purchases of portfolio securities

     (329,174,242)   

Sales of portfolio securities

     353,332,513   

Net purchases, sales and maturities of short-term investments

     (3,254,484)   

Net amortization of premium (accretion of discount)

     (833,150)   

Decrease in receivable for securities sold

     16,617,461   

Decrease in interest receivable

     2,076,167   

Decrease in receivable from broker — variation margin on open centrally cleared swaps

     796,232   

Decrease in prepaid expenses

     4,674   

Decrease in deposits with brokers for open futures contracts

     39,771   

Decrease in payable for securities purchased

     (1,950,139)   

Decrease in investment management fee payable

     (14,534)   

Increase in Directors’ fees payable

     4,253   

Decrease in interest payable

     (6,804)   

Decrease in accrued expenses

     (12,885)   

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

     (69,760)   

Net realized gain on investments

     (14,845,329)   

Change in unrealized depreciation of investments and forward foreign currency transactions

     3,699,309   

Net Cash Provided by Operating Activities*

     67,494,359   
Cash Flows from Financing Activities:         

Distributions paid on common stock

     (37,411,238)   

Decrease in loan payable

     (23,700,000)   

Net Cash Used in Financing Activities

     (61,111,238)   
Net Increase in Cash      6,383,121   

Cash at Beginning of Year

     1,110,510   

Cash at End of Year

   $ 7,493,631   

 

* Included in operating expenses is cash of $1,195,976 paid for interest on borrowings.

 

See Notes to Financial Statements.

 

18    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Financial highlights

 

For a share of capital stock outstanding throughout each year ended October 31, unless otherwise noted:  
     20141     20131     20121,2  
Net asset value, beginning of year     $19.76        $20.99        $19.06 3 
Income (loss) from operations:      

Net investment income

    1.43        1.43        0.82   

Net realized and unrealized gain (loss)

    0.52        (1.23)        1.82   

Total income from operations

    1.95        0.20        2.64   
Less distributions from:      

Net investment income

    (1.04)        (0.97)        (0.52)   

Net realized gains

    (0.74)        (0.46)        (0.19)   

Total distributions

    (1.78)        (1.43)        (0.71)   
Net asset value, end of year     $19.93        $19.76        $20.99   
Market price, end of year     $17.32        $17.40        $19.43   

Total return, based on NAV4,5

    10.39     0.82     14.07

Total return, based on Market Price6

    10.24     (3.41)     0.80
Net assets, end of year (000s)     $420,100        $416,426        $442,416   
Ratios to average net assets:      

Gross expenses

    1.74     1.71     1.50 %7 

Net expenses8

    1.74        1.71        1.48 7,9 

Net investment income

    7.15        6.81        7.00 7 
Portfolio turnover rate     62     108     49
Supplemental data:      

Loans Outstanding, End of Year (000s)

    $132,300        $156,000        $135,000   

Asset Coverage for Loan Outstanding

    418     367     428

Weighted Average Loan (000s)

    $145,365        $148,547        $107,842   

Weighted Average Interest Rate on Loans

    0.81     0.85     0.88

 

1

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

 

2

For the period March 28, 2012 (commencement of operations) to October 31, 2012.

 

3

Initial public offering price of $20.00 per share less offering costs and sales load totaling $0.94 per share.

 

4

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.

 

5

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.

 

6

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.

 

7

Annualized.

 

8

The impact of compensating balance arrangements, if any, was less than 0.01%.

 

9

The investment manager has agreed to reimburse all organizational expenses (Note 2).

 

See Notes to Financial Statements.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   19


Notes to financial statements

 

1. Organization and significant accounting policies

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

 

20    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


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 American 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:

 

Ÿ  

Level 1 — quoted prices in active markets for identical investments

 

Ÿ  

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

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   21


Notes to financial statements (cont’d)

 

 

Ÿ  

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

         $ 302,886,244             $ 302,886,244   

Collateralized mortgage obligations

           62,910,672               62,910,672   

Corporate bonds & notes

           134,502,273               134,502,273   

Municipal bonds

           2,717,972               2,717,972   

Senior loans

           7,976,858               7,976,858   

Master limited partnerships

  $ 5,229,280                      5,229,280   
Total long-term investments   $ 5,229,280      $ 510,994,019             $ 516,223,299   
Short-term investments†     14,954,775                      14,954,775   
Total investments   $ 20,184,055      $ 510,994,019             $ 531,178,074   
Other financial instruments:                                

Forward foreign currency contracts

         $ 4,747,069             $ 4,747,069   
Total   $ 20,184,055      $ 515,741,088             $ 535,925,143   
LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other financial instruments:                                

Futures contracts

  $ 16,428                    $ 16,428   

Forward foreign currency contracts

         $ 401,322               401,322   
Total   $ 16,428      $ 401,322             $ 417,750   

 

See Schedule of Investments for additional detailed categorizations.

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest.

 

22    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

(c) 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. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. 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.

(d) 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.

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.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   23


Notes to financial statements (cont’d)

 

(e) 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 (“OTC Swaps”) or may be executed on a registered exchange (“Centrally Cleared Swaps”). Unlike Centrally Cleared Swaps, the Fund has credit exposure to the counterparties of OTC Swaps.

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 October 31, 2014, the Fund did not hold any credit default swaps to sell protection.

For average notional amounts of swaps held during the year ended October 31, 2014, see Note 4.

Credit default swaps

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

 

24    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


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 Notes to Financial Statements 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.

(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.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   25


Notes to financial statements (cont’d)

 

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 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,

 

26    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


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

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

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   27


Notes to financial statements (cont’d)

 

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.

Absent an event of default by the counterparty or a termination of the agreement, the terms of the 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.

As of October 31, 2014, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $401,322. 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.

(l) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. 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 from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. Distributions 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 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 shareholders. Any such modification, termination or suspension could have an adverse effect on the market price of the Fund’s shares. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

 

28    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


(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) Master limited partnerships. Entities commonly referred to as “MLPs” are generally organized under state law as limited partnerships or limited liability companies. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its income from qualifying sources such as interest, dividends, real estate rents, gain from the sale or disposition of real property, income and gain from mineral or natural resources activities, income and gain from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the partnership. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The MLPs themselves generally do not pay U.S. federal income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.

(p) 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. However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax 4% of amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calender year. The Fund paid $625,000 of federal excise tax attributable to calender year 2013 in March 2014.

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, 2014, 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.

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   29


Notes to financial statements (cont’d)

 

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 October 31, 2014, there was $22,355 of capital gains tax liabilities accrued on unrealized gains.

(q) 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 values per share. During the current year, the following reclassifications have been made:

 

        Undistributed Net
Investment Income
       Accumulated Net
Realized Gain
       Paid-in
Capital
 
(a)      $ 625,000                   $ (625,000)   
(b)        (5,605,248)         $ 5,605,248             

 

(a) 

Reclassifications are due to a non-deductible excise tax paid by the Fund.

 

(b) 

Reclassifications are due to foreign currency transactions treated as ordinary income for tax purposes, losses from mortgage-backed securities treated as capital for tax purposes and book/tax differences in the treatment of swap contracts.

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”) is the Fund’s subadviser. LMPFA and Brandywine 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. LMPFA delegates to Brandywine the day-to-day portfolio management of the Fund. For its services, LMPFA pays Brandywine 70% of the net management fee it receives from the Fund.

During periods in which the Fund utilizes financial leverage, the fees which are payable to the investment manager as a percentage of the Fund’s net assets 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.

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 year ended October 31, 2014, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 329,174,242   
Sales        353,332,513   

 

30    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


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

 

Gross unrealized appreciation      $ 22,178,326   
Gross unrealized depreciation        (39,459,228)   
Net unrealized depreciation      $ (17,280,902)   

At October 31, 2014, the Fund had the following open futures contracts:

 

      Number of
Contracts
     Expiration
Date
     Basis
Value
     Market
Value
     Unrealized
Depreciation
 
Contracts to Sell:                                             
U.S. Treasury 10-Year Notes      32         12/14       $ 4,027,072       $ 4,043,500       $ (16,428)   

At October 31, 2014, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
BRL     8,805,000        USD        3,593,144      HSBC Bank USA, N.A.     11/5/14      $ (40,829)   
USD     1,233,290        BRL        2,860,000      HSBC Bank USA, N.A.     11/5/14        79,443   
USD     2,434,480        BRL        5,945,000      HSBC Bank USA, N.A.     11/5/14        36,011   
EUR     1,525,000        USD        1,974,517      Barclays Bank PLC     11/7/14        (63,426)   
EUR     860,000        USD        1,154,602      Barclays Bank PLC     11/7/14        (76,872)   
EUR     625,000        USD        828,346      HSBC Bank USA, N.A.     11/7/14        (45,112)   
EUR     465,000        USD        613,986      HSBC Bank USA, N.A.     11/7/14        (31,259)   
USD     25,721        EUR        20,000      JPMorgan Chase & Co.     11/7/14        658   
USD     298,264        EUR        230,000      JPMorgan Chase & Co.     11/7/14        10,034   
USD     381,148        EUR        285,000      JPMorgan Chase & Co.     11/7/14        23,993   
USD     501,591        EUR        375,000      Barclays Bank PLC     11/7/14        31,651   
USD     639,676        EUR        495,000      JPMorgan Chase & Co.     11/7/14        19,354   
USD     1,039,033        EUR        790,000      UBS AG     11/7/14        49,026   
USD     1,194,732        EUR        890,000      Citibank, N.A.     11/7/14        79,407   
USD     1,576,860        EUR        1,195,000      JPMorgan Chase & Co.     11/7/14        79,317   
USD     1,796,366        EUR        1,405,000      Morgan Stanley     11/7/14        35,657   
USD     2,080,714        EUR        1,550,000      Citibank, N.A.     11/7/14        138,294   
USD     1,977,318        EUR        1,565,000      HSBC Bank USA, N.A.     11/7/14        16,100   
USD     2,136,203        EUR        1,600,000      Barclays Bank PLC     11/7/14        131,125   
USD     2,124,923        EUR        1,610,000      JPMorgan Chase & Co.     11/7/14        107,313   
USD     2,137,602        EUR        1,675,000      HSBC Bank USA, N.A.     11/7/14        38,535   
USD     2,271,846        EUR        1,785,000      JPMorgan Chase & Co.     11/7/14        34,930   
USD     2,741,539        EUR        2,050,000      JPMorgan Chase & Co.     11/7/14        172,532   
USD     8,692,014        EUR        6,475,000      Citibank, N.A.     11/7/14        577,712   
USD     18,686,152        EUR        13,920,000      Citibank, N.A.     11/7/14        1,241,969   
USD     23,250,299        EUR        17,320,000      Citibank, N.A.     11/7/14        1,545,323   
USD     1,308,335        GBP        820,000      Barclays Bank PLC     12/16/14        (2,980)   
USD     1,427,705        GBP        880,000      JPMorgan Chase & Co.     12/16/14        20,440   
USD     3,050,386        GBP        1,885,000      HSBC Bank USA, N.A.     12/16/14        35,962   

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   31


Notes to financial statements (cont’d)

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
USD     3,877,225        GBP        2,390,000      HSBC Bank USA, N.A.     12/16/14      $ 55,223   
INR     1,916,000,000        USD        30,992,705      Barclays Bank PLC     12/17/14        (67,559)   
INR     60,000,000        USD        970,544      Barclays Bank PLC     12/17/14        (2,116)   
HUF     1,004,000,000        USD        4,150,132      HSBC Bank USA, N.A.     12/18/14        (71,169)   
ZAR     93,500,000        USD        8,358,140      HSBC Bank USA, N.A.     1/14/15        16,612   
MXN     19,550,000        USD        1,432,444      JPMorgan Chase & Co.     1/14/15        13,279   
USD     13,570,395        PLN        45,490,000      Citibank, N.A.     1/27/15        115,995   
USD     3,500,855        BRL        8,805,000      HSBC Bank USA, N.A.     2/5/15        41,174   
Total                                       $ 4,345,747   

 

Abbreviations used in this table:

BRL   — Brazilian Real
EUR   — Euro
GBP   — British Pound
HUF   — Hungarian Forint
INR   — Indian Rupee
MXN   — Mexican Peso
PLN   — Polish Zloty
USD   — United States Dollars
ZAR   — South African Rand

4. Derivative instruments and hedging activities

GAAP requires enhanced disclosure about an entity’s derivative 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 October 31, 2014.

 

ASSET DERIVATIVES1  
      Foreign
Exchange Risk
 
Forward foreign currency contracts    $ 4,747,069   

 

LIABILITY DERIVATIVES1  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Total  
Futures contracts2    $ 16,428                $ 16,428   
Forward foreign currency contracts            $ 401,322         401,322   
Total    $ 16,428       $ 401,322       $ 417,750   

 

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 footnotes. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities.

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended October 31, 2014. 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

 

32    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


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    $ (225,318)                        $ 216,333       $ (8,985)   
Swap contracts                    $ 364,367                 364,367   
Forward foreign currency contracts1            $ 452,702                         452,702   
Total    $ (225,318)       $ 452,702       $ 364,367       $ 216,333       $ 808,084   

 

1 

Net realized gain (loss) from forward foreign currency contracts is reported in net realized gain (loss) from foreign currency transactions in the Statement of Operations.

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Total  
Futures contracts    $ 68,177               $ 68,177   
Forward foreign currency contracts1            $ 5,470,817         5,470,817   
Total    $ 68,177       $ 5,470,817       $ 5,538,994   

 

1 

The change in unrealized appreciation (depreciation) from forward foreign currency contracts is reported in the change in net unrealized appreciation (depreciation)

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

 

        Average Market
Value
 
Futures contracts (to buy)1      $ 733,385   
Futures contracts (to sell)        2,996,864   
Forward foreign currency contracts (to buy)        79,417,860   
Forward foreign currency contracts (to sell)        122,487,028   
        Average Notional
Balance
 
Credit default swap contracts (to sell protection)1      $ 2,584,231   

 

1 

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

The following table presents by financial instrument, the Fund’s derivative assets net of the related collateral received by the Fund at October 31, 2014:

 

      Gross Amount of Derivative
Assets in the Statement  of
Assets and Liabilities1
     Collateral
Received
     Net
Amount
 
Forward foreign currency contracts    $ 4,747,069               $ 4,747,069   

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   33


Notes to financial statements (cont’d)

 

The following table presents by financial instrument, the Fund’s derivative liabilities net of the related collateral pledged by the Fund at October 31, 2014:

 

      Gross Amount of Derivative
Liabilities in the Statement  of
Assets and Liabilities1
     Collateral
Pledged2,3
     Net
Amount
 
Futures contracts4    $ 16,365       $ (16,365)           
Forward foreign currency contracts      401,322               $ 401,322   
Total    $ 417,687       $ (16,365)       $ 401,322   

 

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

Amount represents the current day’s variation margin as reported in the Statement of Assets and Liabilities. It differs from the cumulative appreciation (depreciation) presented in the previous table.

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 ($250,000,000 prior to June 25, 2014) and renews daily for a 180-day term unless notice to the contrary is given to the Fund. Prior to March 30, 2014, the Fund had a 364-day revolving credit agreement with Pershing LLC, which allowed the Fund to borrow up to an aggregate amount of $250,000,000. 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 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 year ended October 31, 2014 was $1,189,172. For the year ended October 31, 2014, based on the number of days during the reporting period that the Fund had a loan outstanding, the average daily loan balance was $145,365,205 and the weighted average interest rate was 0.81%. At October 31, 2014, the Fund had $132,300,000 of borrowings outstanding subject to the terms of this credit agreement.

 

34    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


6. Distributions subsequent to October 31, 2014

The following distribution has been declared by the Fund’s Board of Directors and is payable subsequent to the period end of this report:

 

Record Date      Payable Date        Amount  
11/21/2014        11/28/2014         $ 0.1300   
12/19/2014        12/26/2014         $ 0.1300   
1/23/2015        1/30/2015         $ 0.1300   
2/20/2015        2/27/2015         $ 0.1300   

7. Income tax information and distributions to shareholders

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

 

        2014        2013  
Distributions Paid From:                      
Ordinary income      $ 32,563,585         $ 27,545,860   
Net long-term capital gains        4,847,653           2,593,898   
Total distributions paid      $ 37,411,238         $ 30,139,758   

As of October 31, 2014, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 26,938,480   
Undistributed long-term capital gains — net        12,373,208   
Total undistributed earnings      $ 39,311,688   
Other book/tax temporary differences(a)        (6,483,643)   
Unrealized appreciation (depreciation)(b)        (13,324,324)   
Total accumulated earnings (losses) — net      $ 19,503,721   

 

(a) 

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

 

(b) 

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

 

Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report   35


Report of independent registered public accounting firm

 

The Board of Directors and Shareholders

Legg Mason BW Global Income Opportunities Fund Inc.:

We have audited the accompanying statement of assets and liabilities of Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”), including the schedule of investments, as of October 31, 2014, and the related statement of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the two-year period then ended and for the period from March 28, 2012 (inception date) to October 31, 2012. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Legg Mason BW Global Income Opportunities Fund Inc. as of October 31, 2014, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the two-year period then ended and for the period from March 28, 2012 (inception date) to October 31, 2012, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

December 18, 2014

 

36    Legg Mason BW Global Income Opportunities Fund Inc. 2014 Annual Report


Additional information (unaudited)

Information about Directors and Officers

 

The business and affairs of Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o Kenneth D. Fuller, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.

 

Independent Directors:
Carol L. Colman  
Year of birth   1946
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   President, Colman Consulting Company (consulting)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None
Daniel P. Cronin  
Year of birth   1946
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None
Paolo M. Cucchi  
Year of birth   1941
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Emeritus Professor of French and Italian (since 2014) and formerly, Professor of French and Italian (2009 to 2014) at Drew University; formerly, Vice President and Dean of College of Liberal Arts at Drew University (1984 to 2009)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None

 

Legg Mason BW Global Income Opportunities Fund Inc.   37


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Independent Directors cont’d
Leslie H. Gelb  
Year of birth   1937
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class II
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   President Emeritus and Senior Board Fellow (since 2003), The Council on Foreign Relations; formerly, President, (prior to 2003), the Council on Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1994)
William R. Hutchinson  
Year of birth   1942
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class II
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   President, W.R. Hutchinson & Associates Inc. (Consulting) (since 2001)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   Director (Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994)
Eileen A. Kamerick  
Year of birth   1958
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2013
Principal occupation(s) during past five years   Adjunct Professor, Washington University in St. Louis and University of Iowa law schools and Consultant, corporate governance matters (since 2014); formerly CFO, Press Ganey Associates (health care informatics company) (2012-2014); Managing Director and CFO, Houlihan Lokey (international investment bank and advisory firm) (2010 to 2012); Senior Vice President, CFO & CLO, Tecta America Corp (commercial roofing company) (2008 to 2010); Executive Vice President and CFO, Bearing Point Inc. (management and technology consulting firm) (2008); Executive Vice President, CFO and CAO Heidrick & Struggles (international executive search and leadership consulting firm) (2004 to 2008)
Number of portfolios in fund complex everseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   Director of Associated Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (since 2003)

 

38    Legg Mason BW Global Income Opportunities Fund Inc.


 

Independent Directors cont’d
Riordan Roett  
Year of birth   1938
Position(s) held with Fund1   Director and Member of the Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   The Sarita and Don Johnston Professor of Political Science and Director of Western Hemisphere Studies, Paul H. Nitze School of Advanced International Studies, The John Hopkins University (since 1973)
Number of portfolios in fund complex overseen by Director (including the Fund)   31
Other board memberships held by Director during past five years   None
 
Interested Director and Officer:    
Kenneth D. Fuller2  
Year of birth   1958
Position(s) held with Fund1   Director, Chairman, President and Chief Executive Officer, Class II
Term of office1 and length of time served   Since 2013
Principal occupation(s) during past five years   Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2013); Officer and/or Trustee/Director of 173 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2013); President and Chief Executive Officer of LM Asset Services, LLC (“LMAS”) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (formerly registered investment advisers) (since 2013); formerly, Senior Vice President of LMPFA (2012 to 2013); formerly, Director of Legg Mason & Co. (2012 to 2013); formerly, Vice President of Legg Mason & Co. (2009 to 2012); formerly, Vice President — Equity Division of T. Rowe Price Associates (1993 to 2009), as well as Investment Analyst and Portfolio Manager for certain asset allocation accounts (2004 to 2009)
Number of portfolios in fund complex overseen by Director (including the Fund)   161
Other board memberships held by Director during past five years   None
 
Additional Officers:    

Ted P. Becker
Legg Mason

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

 
Year of birth   1951
Position(s) held with Fund1   Chief Compliance Officer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 

Legg Mason BW Global Income Opportunities Fund Inc.   39


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers cont’d    

Vanessa A. Williams
Legg Mason

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

 
Year of birth   1979
Position(s) with Fund1   Identity Theft Prevention Officer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Vice President of Legg Mason & Co. (since 2012); Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly, Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (2011 to 2013); formerly, Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance Analyst of Legg Mason & Co. (2006 to 2008) and Legg Mason & Co. predecessors (prior to 2006)

Robert I. Frenkel
Legg Mason

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

 
Year of birth   1954
Position(s) held with Fund1   Secretary and Chief Legal Officer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

Thomas C. Mandia
Legg Mason

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

 
Year of birth   1962
Position(s) held with Fund1   Assistant Secretary
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of SBFM (since 2002) and LMFAM (since 2013)

 

40    Legg Mason BW Global Income Opportunities Fund Inc.


 

Additional Officers cont’d    

Richard F. Sennett
Legg Mason

100 International Drive, 7th Floor, Baltimore, MD 21202

 
Year of birth   1970
Position(s) held with Fund1   Principal Financial Officer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)

Steven Frank
Legg Mason

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

 
Year of birth   1967
Position(s) held with Fund1   Treasurer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Vice President of Legg Mason & Co. and Legg Mason & Co. predecessors (since 2002); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2010); formerly, Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)

Jeanne M. Kelly
Legg Mason

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

 
Year of birth   1951
Position(s) with Fund1   Senior Vice President
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006) and LMFAM (since 2013); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005)

 

 

Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

 

1 

The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2016, year 2017 and year 2015, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

 

2 

Mr. Fuller is an “interested person” of the Fund as defined in the 1940 Act because Mr. Fuller is an officer of LMPFA and certain of its affiliates.

 

Legg Mason BW Global Income Opportunities Fund Inc.   41


Annual chief executive officer and

principal financial officer certifications (unaudited)

 

The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification and the Fund also has included the certifications of the Fund’s CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.

 

42    Legg Mason BW Global Income Opportunities Fund Inc.


Other shareholder communications regarding accounting

matters (unaudited)

 

The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.

The CCO may be contacted at:

Legg Mason & Co., LLC

Compliance Department

620 Eighth Avenue, 49th Floor

New York, New York 10018

Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.

 

Legg Mason BW Global Income Opportunities Fund Inc.   43


Dividend reinvestment plan (unaudited)

 

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends, on your Common Stock will be automatically reinvested by American Stock Transfer & Trust Company LLC, 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 American Stock Transfer & Trust Company LLC, 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 on the record date (or, if the record date is not a NYSE trading day, the immediately preceding trading day) for determining stockholders eligible to receive the relevant dividend or distribution (the “determination date”) is equal to or exceeds 98% of the net asset value per share of the Common Stock, the Fund will issue new Common Stock at a price equal to the greater of (a) 98% of the net asset value per share at the close of trading on the NYSE on the determination date or (b) 95% of the market price per share of the Common Stock on the determination date.

(2) If 98% of the net asset value per share of the Common Stock exceeds the market price of the Common Stock on the determination 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 determination date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the record 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 rises so that it equals or exceeds 98% of the net asset value per share of the Common Stock at the close of trading on the NYSE on the determination 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) 98% of the net asset value per share at the close of trading on the NYSE on the determination date 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 P.O. Box 922, Wall Street Station, New York, NY 10269-0560 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

 

44    Legg Mason BW Global Income Opportunities Fund Inc.


investment of the most recently declared dividend or distribution on the Common Stock. 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 a certificate or certificates for the full number of shares of Common Stock held for you under the Plan and 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 Stock on your behalf. You will be charged a service charge and the Plan Agent is authorized to deduct brokerage charges actually incurred for this transaction from the proceeds.

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. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan and your account may be obtained from the Plan Agent at 6201 15th Avenue, Brooklyn, New York 11219 or by calling the Plan Agent at 1-888-888-0151.

 

Legg Mason BW Global Income Opportunities Fund Inc.   45


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended October 31, 2014:

 

                                
Record date:        5/23/2014           6/20/2014             7/18/2014   
Payable date:        5/30/2014           6/27/2014           7/25/2014   
Long-term capital gain dividend      $ 0.030000         $ 0.039400         $ 0.039400   

 

                                
Record date:        8/22/2014           9/19/2014           10/24/2014   
Payable date:        8/29/2014           9/26/2014           10/31/2014   
Long-term capital gain dividend      $ 0.039400         $ 0.040900         $ 0.040900   

 

46    Legg Mason BW Global Income Opportunities Fund Inc.


Legg Mason

BW Global Income Opportunities Fund Inc.

 

Directors

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Kenneth D. Fuller

Chairman

Leslie H. Gelb

William R. Hutchinson

Eileen A. Kamerick

Riordan Roett

Jeswald W. Salacuse*

Officers

Kenneth D. Fuller

President and Chief Executive Officer

Richard F. Sennett

Principal Financial Officer

Ted P. Becker

Chief Compliance Officer

Vanessa A. Williams

Identity Theft Prevention Officer

Robert I. Frenkel

Secretary and Chief Legal Officer

Thomas Mandia

Assistant Secretary

Steven Frank

Treasurer

Jeanne M. Kelly

Senior Vice President

Legg Mason BW 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

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111

Transfer agent

American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

Independent registered public accounting firm

KPMG LLP

345 Park Avenue

New York, NY 10154

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

New York Stock Exchange Symbol

BWG

 

* Mr. Salacuse retired from the Board of Directors, effective June 30, 2014.

 


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:

 

Ÿ  

Personal information included on applications or other forms;

 

Ÿ  

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

 

Ÿ  

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

 

Ÿ  

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:

 

Ÿ  

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;

 

Ÿ  

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;

 

Ÿ  

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

 

Ÿ  

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

 

NOT PART OF THE ANNUAL REPORT


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

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf 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.leggmason.com, or contact the Fund at 1-888-777-0102.

Revised April 2011

 

NOT PART OF THE ANNUAL REPORT


Legg Mason BW Global Income Opportunities Fund Inc.

Legg Mason BW 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 price shares of its common stock in the open market.

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) on the Fund’s website at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.

This report is transmitted to the shareholders of Legg Mason BW 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.

American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

 

BWXX015179 12/14 SR14-2376


ITEM 2. CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of the registrant has determine that Eileen A. Kamerick, a member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert” and that she is independent for purposes of this item.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending October 31, 2013 and October 31, 2014 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $58,000 in 2013 and $58,600 in 2014.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in 2013 and $0 in 2014.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $3,800 in 2013 and $3,840 in 2014. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item 4 for the Legg Mason BW Global Income Opportunities Fund Inc.

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Legg Mason BW Global Income Opportunities Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

(e) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.


(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

(2) For the Legg Mason BW Global Income Opportunities Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2013 and 2014; Tax Fees were 100% and 100% for 2013 and 2014; and Other Fees were 100% and 100% for 2013 and 2014.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason BW Global Income Opportunities Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason BW Global Income Opportunities Fund Inc. during the reporting period were $0 in 2014.

(h) Yes. Legg Mason BW Global Income Opportunities Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Legg Mason BW Global Income Opportunities Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

William R. Hutchinson

Paolo M. Cucchi

Daniel P. Cronin

Carol L. Colman

Leslie H. Gelb

Eileen A. Kamerick

Dr. Riordan Roett

Jeswald W. Salacuse (Effective June 30, 2014, Mr. Salacuse retired from the Audit Committee and the Board of Directors.)

b) Not applicable

 

ITEM 6. SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not Applicable.

PROXY VOTING – LMPFA & Brandywine Global Investment Management, LLC

Proxy Voting Guidelines and Procedures

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) delegates the responsibility for voting proxies for the fund to the subadviser through its contracts with the subadviser. The subadviser will use its own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies for any reason, such as the inability of the subadviser to provide investment advisory services, LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained.

The subadviser’s Proxy Voting Policies and Procedures govern in determining how proxies relating to the fund’s portfolio securities are voted and are provided below. Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-777-0102, (2) on the fund’s website at http://www.lmcef.com and (3) on the SEC’s website at http://www.sec.gov.

Background

Brandywine Global Investment Management, LLC (“Brandywine Global”) has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment


Advisers Act of 1940 (“Advisers Act”). Our authority to vote the proxies of our clients is established through investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

In exercising its voting authority, Brandywine Global will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (except that Brandywine Global may so consult and agree with each other) regarding the voting of any securities owned by its clients.

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC

Proxy Voting

I. Client Accounts for which Brandywine Global Votes Proxies

Brandywine Global shall vote proxies for each client account for which the client:

(i) has specifically authorized Brandywine Global to vote proxies in the applicable investment management agreement or other written instrument; or

(ii) without specifically authorizing Brandywine Global to vote proxies, has granted general investment discretion to Brandywine Global in the applicable investment management agreement.

Also, Brandywine Global shall vote proxies for any employee benefit plan client subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), unless the investment management agreement specifically reserves the responsibility for voting proxies to the plan trustees or other named fiduciary. At or prior to inception of each client account, Brandywine Global shall determine whether it has proxy voting authority over such account.

II. General Principles

In exercising discretion to vote proxies for securities held in client accounts, Brandywine Global is guided by general fiduciary principles. Brandywine Global’s goal in voting proxies is to act prudently and solely in the best economic interest of its clients for which it is voting proxies. In furtherance of such goal, Brandywine Global will vote proxies in a manner that Brandywine Global believes will be consistent with efforts to maximize shareholder values. Brandywine Global does not exercise its proxy voting discretion to further policy, political or other issues that have no connection to enhancing the economic value of the client’s investment.

III. How Brandywine Global Votes Proxies

Appendix A sets forth general guidelines considered by Brandywine Global and its portfolio management teams in voting common proxy items.

In the case of a proxy issue for which there is a stated position set forth in Appendix A, Brandywine Global generally votes in accordance with the stated position. In the case of a proxy issue for which there is a list of factors set forth in Appendix A that Brandywine Global considers in voting on such issue, Brandywine Global considers those factors and votes on a case-by-case basis in accordance with the general principles described in Section II. In the case of a proxy issue for which there is no stated position or list of factors set forth in Appendix A that Brandywine Global considers in voting on such issue, Brandywine Global votes on a case-by-case basis in accordance with the general principles described in Section II.


The general guidelines set forth in Appendix A are not binding on Brandywine Global and its portfolio management teams, but rather are intended to provide an analytical framework for the review and assessment of common proxy issues. Such guidelines can always be superseded by a portfolio management team based on the team’s assessment of the proxy issue and determination that a vote that is contrary to such general guidelines is in the best economic interests of the client accounts for which the team is responsible. Different portfolio management teams may vote differently on the same issue based on their respective assessments of the proxy issue and determinations as to what is in the best economic interests of client accounts for which they are responsible. In addition, a team may adopt proxy voting policies that supplement these policies and procedures.

In the case of Taft-Hartley clients, Brandywine Global will comply with a client direction to vote proxies in accordance with Glass Lewis & Co. PVS Proxy Voting Guidelines, which Glass Lewis & Co. represents to be fully consistent with AFL-CIO guidelines.

IV. Use of an Independent Proxy Service Firm

Brandywine Global may contract with an independent proxy service firm to provide Brandywine Global with information and/or recommendations with regard to proxy votes. Any such information and/or recommendations will be made available to Brandywine Global’s portfolio management teams, but Brandywine Global and its portfolio management teams are not required to follow any recommendation furnished by such service provider. The use of an independent proxy service firm to provide proxy voting information and/or recommendations does not relieve Brandywine Global of its responsibility for any proxy votes.

With respect to any independent proxy service firm engaged by Brandywine Global to provide Brandywine Global with information and/or recommendations with regard to proxy votes, Brandywine Global’s Proxy Administrator shall periodically review and assess such firm’s policies, procedures and practices with respect to the disclosure and handling of conflicts of interest as well as obtain an annual certificate from the firm that its conflict procedures have been implemented.

V. Conflict of Interest Procedures

In furtherance of Brandywine Global’s goal to vote proxies in the best interests of clients, Brandywine Global follows procedures designed to identify and address material conflicts that may arise between the interests of Brandywine Global and its employees and those of its clients before voting proxies on behalf of such clients. Conflicts of interest may arise both at the firm level and as a result of an employee’s personal relationships or circumstances.

(1) Procedures for Identifying Conflicts of Interest

Brandywine Global relies on the procedures set forth below to seek to identify conflicts of interest with respect to proxy voting.

A. Brandywine Global’s Compliance Department annually requires each Brandywine Global employee, including those involved in proxy voting decisions (“Voting Persons”), to complete a questionnaire designed to elicit information that may reveal potential conflicts between the employee’s interests and those of Brandywine Global clients.


B. Brandywine Global treats significant client relationships as creating a conflict of interest for Brandywine Global in voting proxies with respect to securities issued by such client or its known affiliates.

C. As a general matter, Brandywine Global takes the position that relationships between a non-Brandywine Global Legg Mason business unit and an issuer (e.g., investment management relationship between an issuer and a non-Brandywine Global Legg Mason investment adviser affiliate) do not present a conflict of interest for Brandywine Global in voting proxies with respect to such issuer because Brandywine Global operates as an independent business unit from other Legg Mason business units and because of the existence of informational barriers between Brandywine Global and certain other Legg Mason business units.

(2) Procedures for Assessing Materiality of Conflicts of Interest

 

  A. All potential conflicts of interest identified pursuant to the procedures outlined in Section V.(1)A.must be brought to the attention of the Investment Committee for resolution.

 

  B. The Investment Committee shall determine whether a conflict of interest is material. A conflict of interest shall be considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, Brandywine Global’s decision-making in voting the proxy. All materiality determinations will be based on an assessment of the particular facts and circumstances. A written record of all materiality determinations made by the Investment Committee shall be maintained.

 

  C. If it is determined by the Investment Committee that a conflict of interest is not material, Brandywine Global may vote proxies following normal processes notwithstanding the existence of the conflict.

(3) Procedures for Addressing Material Conflicts of Interest

A. If it is determined by the Investment Committee that a conflict of interest is material, the Investment Committee shall determine an appropriate method or combination methods to resolve such conflict of interest before the proxy affected by the conflict of interest is voted by Brandywine Global. Such determination shall be based on the particular facts and circumstances, including the importance of the proxy issue, the nature of the conflict of interest, etc. Such methods may include:

(i) confirming that the proxy will be voted in accordance with a stated position or positions set forth in Appendix A;

(ii) confirming that the proxy will be voted in accordance with the recommendations of an independent proxy service firm retained by Brandywine Global;

(iii) in the case of a conflict of interest resulting from a particular employee’s personal relationships or circumstances, removing such employee from the decision-making process with respect to such proxy vote;

(iv) disclosing the conflict to clients and obtaining their consent before voting;

(v) suggesting to clients that they engage another party to vote the proxy on their behalf; or


(vi) such other method as is deemed appropriate given the particular facts and circumstances, including the importance of the proxy issue, the nature of the conflict of interest, etc.

B. A written record of the method used to resolve a material conflict of interest shall be maintained.

VI. Other Considerations

In certain situations, Brandywine Global may decide not to vote proxies on behalf of a client account for which it has discretionary voting authority because Brandywine Global believes that the expected benefit to the client account of voting shares is outweighed by countervailing considerations (excluding the existence of a potential conflict of interest). Examples of situations in which Brandywine Global may determine not to vote proxies are set forth below.

(1) Share Blocking

Proxy voting in certain countries requires “share blocking.” This means that shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (e.g. one week) with a designated depositary. During the blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to client accounts by the designated depositary. In deciding whether to vote shares subject to share blocking, Brandywine Global will consider and weigh, based on the particular facts and circumstances, the expected benefit to client accounts of voting in relation to the potential detriment to clients of not being able to sell such shares during the applicable period.

(2) Securities on Loan

Certain clients of Brandywine Global, such as an institutional client or a registered investment company for which Brandywine Global acts as a sub-adviser, may engage in securities lending with respect to the securities in their accounts. Brandywine Global typically does not direct or oversee such securities lending activities. To the extent feasible and practical under the circumstances, Brandywine Global may request that the client recall shares that are on loan so that such shares can be voted if Brandywine Global believes that the expected benefit to the client of voting such shares outweighs the detriment to the client of recalling such shares (e.g., foregone income). The ability to timely recall shares for proxy voting purposes typically is not entirely within the control of Brandywine Global and requires the cooperation of the client and its other service providers. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates and administrative considerations.

VII. Proxy Voting-Related Disclosures

(1) Proxy Voting Independence and Intent

Brandywine Global exercises its proxy voting authority independently of other Legg Mason affiliated investment advisers. Brandywine Global and its employees shall not consult with or enter into any formal or informal agreements with Brandywine Global’s parent, Legg Mason, Inc., any other Legg Mason business unit, or any of their respective officers, directors or employees, regarding the voting of any securities by Brandywine Global on behalf of its clients.

Brandywine Global and its employees must not disclose to any person outside of Brandywine Global,


including without limitation another investment management firm (affiliated or unaffiliated) or the issuer of securities that are the subject of the proxy vote, how Brandywine Global intends to vote a proxy without prior approval from Brandywine Global’s Chief Compliance Officer.

If a Brandywine Global employee receives a request to disclose Brandywine Global’s proxy voting intentions to, or is otherwise contacted by, another person outside of Brandywine Global (including an employee of another Legg Mason business unit) in connection with an upcoming proxy voting matter, the employee should immediately notify Brandywine Global’s Chief Compliance Officer.

If a Brandywine Global portfolio manager wants to take a public stance with regards to a proxy, the portfolio manager must consult with and obtain the approval of Brandywine Global’s Chief Compliance Officer before making or issuing a public statement.

(2) Disclosure of Proxy Votes and Policy and Procedures

Upon Brandywine Global’s receipt of any oral or written client request for information on how Brandywine Global voted proxies for that client’s account, Brandywine Global must promptly provide the client with such requested information in writing.

Brandywine Global must deliver to each client, for which it has proxy voting authority, no later than the time it accepts such authority, a written summary of this Proxy Voting policy and procedures. This summary must include information on how clients may obtain information about how Brandywine Global has voted proxies for their accounts and must also state that a copy of Brandywine Global’s Proxy Voting policy and procedures is available upon request.

Brandywine Global must create and maintain a record of each written client request for proxy voting information. Such record must be created promptly after receipt of the request and must include the date the request was received, the content of the request, and the date of Brandywine Global’s response. Brandywine Global must also maintain copies of written client requests and copies of all responses to such requests.

VIII. Shareholder Activism and Certain Non-Proxy Voting Matters

In no event shall Brandywine Global’s possession of proxy voting authority obligate it to undertake any shareholder activism on behalf of a client. Brandywine Global may undertake such activism in connection with a proxy or otherwise if and to the extent that Brandywine Global determines that doing so is consistent with applicable general fiduciary principles, provided Brandywine Global has first obtained its Chief Compliance Officer’s approval of the proposed activism.

Absent a specific contrary written agreement with a client, Brandywine Global does not (1) render any advice to, or take any action on behalf of, clients with respect to any legal proceedings, including bankruptcies and shareholder litigation, to which any securities or other investments held in client account, or the issuers thereof, become subject, or (2) initiate or pursue legal proceedings, including without limitation shareholder litigation, on behalf of clients with respect to transactions or securities or other investments held in client accounts, or the issuers thereof. Except as otherwise agreed to in writing with a particular client, the right to take any action with respect to any legal proceeding, including without limitation bankruptcies and shareholder litigation, and the right to initiate or pursue any legal proceedings, including without limitation shareholder litigation, with respect to transactions or securities or other investments held in a client account is expressly reserved to the client.


IX. Recordkeeping

In addition to all other records required by this Policy and Procedures, Brandywine Global shall maintain the following records relating to proxy voting:

 

    a copy of this Policy and Procedures, including any and all amendments that may be adopted;

 

    a copy of each proxy statement that Brandywine Global receives regarding client securities;

 

    a record of each vote cast by Brandywine Global on behalf of a client;

 

    documentation relating to the identification and resolution of conflicts of interest;

 

    any documents created by Brandywine Global that were material to a proxy voting decision or that memorialized the basis for that decision;

 

    a copy of each written client request for information on how Brandywine Global voted proxies on behalf of the client, and a copy of any written response by Brandywine Global to any (written or oral) client request for information on how Brandywine Global voted proxies on behalf of the requesting client; and - records showing whether or not Brandywine Global has proxy voting authority for each client account.

All required records shall be maintained and preserved in an easily accessible place for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of Brandywine Global. Brandywine Global also shall maintain a copy of any proxy voting policies and procedures that were in effect at any time within the last five years.

To the extent that Brandywine Global is authorized to vote proxies for a United States registered investment company, Brandywine Global shall maintain such records as are necessary to allow such fund to comply with its recordkeeping, reporting and disclosure obligations under applicable laws, rules and regulations.

In lieu of keeping copies of proxy statements, Brandywine Global may rely on proxy statements filed on the EDGAR system as well as on third party records of proxy statements if the third party provides an undertaking to provide copies of such proxy statements promptly upon request. Brandywine Global may rely on a third party to make and retain, on Brandywine Global’s behalf, records of votes cast by Brandywine Global on behalf of clients if the third party provides an undertaking to provide a copy of such records promptly upon request.


Appendix A

Proxy Voting Guidelines

Brandywine Global Fixed Income Portfolio Management Team

Proxy Voting Guidelines

Below are proxy voting guidelines that Brandywine Global Fixed Income Portfolio Management Team generally follows when voting proxies for securities held in client accounts. The Team may decide to deviate from these guidelines with respect to any one or more particular proxy votes, subject in all cases to the Team’s duty to act solely in the best interest of their client accounts holding the applicable security.

I. Compensation

A. We vote for non-employee director stock options, unless we consider the number of shares available for issue excessive.

B. We vote for employee stock purchase programs. Normally, these programs allow all employees to purchase company stock at a price equal to 85% of current market price. Usually, we will still vote for these employee programs even if we vote against a non-employee or executive-only stock purchase program because of excessive dilution.

C. We vote for measures that give shareholders a vote on executive compensation.

D. We vote for compensation plans that are tied to the company achieving set profitability hurdles. This is to comply with IRS laws to allow for deductibility of management compensation exceeding $1 million.

E. We vote against any attempt to re-price options. Also, we vote against the re-election of incumbent Directors in the event of such a re-pricing proposal.

F. We vote against attempts to increase incentive stock options when we determine they are excessive, either in total or for one individual.

G. We vote against stock option plans allowing for stock options with exercise prices less than 100% of the stock’s price at the time of the option grant.

II. Governance

A. We vote for cumulative shareholder voting.

B. We vote against “catch-all” authorizations permitting proxy holders to conduct unspecified business that arises during shareholder meetings.

III. Anti-Takeover

We vote against anti-takeover measures, including without limitation:

A. Staggered Boards of Directors (for example, where 1/3 of a company’s Board is elected each year rather than the entire Board each year).


B. Super-Majority Voting Measures (for example, requiring a greater than 50% vote to approve takeovers or make certain changes).

C. Poison Pills, which are special stock rights that go into effect upon a takeover offer or an outsider acquiring more than a specified percentage of a company’s outstanding shares.

IV. Capital Structure

We vote against attempts to increase authorized shares by more than twice the number of outstanding shares unless there is a specific purpose for such increase given, such as a pending stock split or a corporate purchase using shares, and we determine that increasing authorized shares for such purpose is appropriate. Generally, we believe it is better to use shares to pay for acquisitions when they are trading at higher values than when they are trading at or near historical lows. The dilution effect is less.

V. Business Management

We generally vote against shareholder resolutions focused on strategy or policy issues (for example, a proposal that a company adopt the internationally recognized standards on emissions from …). We generally prefer not to dictate to companies on matters of business strategy. As long as the company is operating responsibly, we believe management’s role is to make these decisions.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1):

 

NAME AND

ADDRESS*

  

LENGTH OF

TIME SERVED

  

PRINCIPAL OCCUPATION(S) DURING

PAST 5 YEARS

David F. Hoffman    2012    Co-lead portfolio manager for Brandywine’s global fixed-income and related strategies. He joined Brandywine in 1995. Previously, Mr. Hoffman was president of Hoffman Capital, a global financial futures investment firm (1991-1995); head of fixed income investments at Columbus Circle Investors (1983-1990); senior vice president and portfolio manager at INA Capital Management (1979-1982), and fixed income portfolio manager at Provident National Bank (1975-1979). Mr. Hoffman is a CFA charterholder and earned a B.A. in Art History from Williams College. He is a member of the firm’s Executive Board, currently serving as the Board’s chair.
Stephen S. Smith    2012    Co-lead portfolio manager for Brandywine’s global fixed-income and related strategies. He joined Brandywine in 1991 to diversify the firm’s investment strategies and start the global fixed income product. Previously, Mr. Smith was with Mitchell Hutchins Asset Management, Inc. as managing director of taxable fixed income (1988-1991); Provident Capital Management, Inc. as senior vice president overseeing taxable fixed income


      (1984-1988); Munsch & Smith Management as a founding partner (1980-1984), and First Pennsylvania Bank as vice president and portfolio manager in the fixed income division (1976-1980). Steve earned a B.S. in Economics and Business Administration from Xavier University, where he is currently chair of the university’s foundation and is a member of the board of trustees. He is a member of the firm’s Executive Board. Steve is also a member of the Board of Trustees at both St. Mary’s Villa for Children and Families, a provider of services for abused and neglected children, and the Winterthur Museum & Country Estate, a nonprofit, educational institution.
Jack P. McIntyre    2012    As portfolio manager and senior research analyst for the Firm’s Global Fixed Income and related strategies, Jack provides valuable analytical and strategic insight. He joined the Firm in 1998. Previously, he held positions as market strategist with McCarthy, Crisanti & Maffei, Inc. (1995-1998); senior fixed income analyst with Technical Data, a division of Thomson Financial Services (1992-1995); quantitative associate with Brown Brothers Harriman & Co. (1990), and investment analyst with the Public Employee Retirement Administration of Massachusetts (1987-1989). Jack is a CFA charterholder and earned an M.B.A. in Finance from the Leonard N. Stern Graduate School of Business at New York University and a B.B.A. in Finance from the University of Massachusetts, Amherst.
Gerhardt (Gary) P. Herbert    2012    Portfolio manager for Brandywine’s fixed income group, with a concentration in high-yield securities. He joined Brandywine in March 2010, bringing with him over 10 years of high yield experience. Previously, Mr. Herbert was Managing Director, Portfolio Manager with Guggenheim Partners, LLC (2009-2010); Managing Director, Portfolio Manager with Dreman Value Management, LLC (2007-2009); Executive Director, Portfolio Manager (1999-2007) and Associate (1994-1998) with Morgan Stanley Investment Management; Analyst with Aronson + Fogler Investments (1994), and Senior Analyst with SEI Investments (1992-1994). Mr. Herbert earned his M.B.A. with Honors from Columbia University, and a Bachelor Degree from Villanova University. He also holds his Chartered Financial Analyst certification.
Brian L. Kloss    2012    Portfolio manager for Brandywine’s fixed income group, with a concentration in high yield securities. He joined Brandywine in December 2009, bringing with him over 10 years of high yield and distressed debt experience. Previously, Mr. Kloss was co-portfolio manager at Dreman Value Management, LLC (2007-2009); high yield analyst/trader at Gartmore Global Investments (2002-2007); high yield and equity portfolio manager and general analyst at Penn Capital Management, Ltd. (2000-2002); an analyst with The Concord Advisory Group, Ltd. (1998-2000); and an international tax consultant with Deloitte & Touche LLP (1995-1998). He earned his J.D. from Villanova School of Law and graduated summa cum laude with B.S. in Accounting from University of Scranton. He is also a member of the New Jersey and Pennsylvania Bar and is a Pennsylvania Certified Public Accountant.
Regina Borromeo    2012    Ms. Borromeo is a portfolio manager for Fixed Income, with a concentration in High Yield securities. She joined Brandywine Global Investment Management (Europe) Limited in December 2010, bringing with her ten years of investing experience. Previously, she was a Vice President—Portfolio Manager and Senior Credit Analyst, Global Fixed Income with Morgan Stanley Investment Management PLC in London


      (2007-2010) and held various Fixed Income Analyst positions with Morgan Stanley Investment Management in Philadelphia (2001-2007). She earned her Bachelor of Arts in Communications from the University of Pennsylvania and accomplished numerous athletic achievements in squash and tennis, including winning a bronze medal as a member of the Philippine National Squash team in the 1999 and 2005 South East Asian Games. Regina is based in London.

 

* The address for each portfolio manager is Brandywine, 2929 Arch Street, Philadelphia, Pennsylvania 19104, unless otherwise indicated.


(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of October 31, 2014.

Other Accounts Managed by Portfolio Managers

The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

Name of PM

  

Other Accounts

Managed

   # of Other
Accounts
     Total Assets
($mm)
    

# with

Performance

Fee

   Total Assets
with
Performance
Fee ($mm)
 
Stephen S. Smith    Other Registered Investment Companies      7       $ 5,544.2       None      None   
   Other Pooled Vehicles      42       $ 16,104.6       3    $ 643.2   
   Other Accounts      93       $ 24,075.3       14    $ 7,551.1   
David F. Hoffman    Other Registered Investment Companies      6       $ 5,440.5       None      None   
   Other Pooled Vehicles      42       $ 16,104.6       3    $ 643.2   
   Other Accounts      92       $ 24,063.9       14    $ 7,551.1   
John P. McIntyre    Other Registered Investment Companies      6       $ 5,440.5       None      None   
   Other Pooled Vehicles      42       $ 16,104.6       3    $ 643.2   
   Other Accounts      92       $ 24,063.9       14    $ 7,551.1   
Gary Herbert    Other Registered Investment Companies      2       $ 529.5       None      None   
   Other Pooled Vehicles      8       $ 375.2       None      None   
   Other Accounts      4       $ 499.2       1    $ 28.7   


Brian Kloss    Other Registered Investment Companies      2       $ 529.5       None      None   
   Other Pooled Vehicles      8       $ 375.2       None      None   
   Other Accounts      4       $ 499.2       1    $ 28.7   
Regina Borromeo    Other Registered Investment Companies      2       $ 529.5       None      None   
   Other Pooled Vehicles      8       $ 375.2       None      None   
   Other Accounts      4       $ 499.2       1    $ 28.7   

(a)(3): Portfolio Manager Compensation

The Fund’s portfolio managers’ compensation includes a fixed base salary coupled with a bonus which is based on 1) the manager’s portfolio pre-tax performance versus the global fixed-income peer universe constructed by the Frank Russell Company, 2) the overall profitability of all portfolios managed by the portfolio managers, and 3) Brandywine’s overall profitability. The global fixed-income peer universe includes discretionary separate accounts, commingled funds, and mutual funds (gross of fees) managed for U.S. dollar oriented investors. Portfolios are measured against a global unhedged performance benchmark (measured in U.S. dollars) and have no significant currency or bond market restrictions. The comparison to the global fixed-income peer universe includes one quarter, one year, three year and five year time periods. The bonus calculation treats every account under the portfolio manager’s direction in the same manner, including the Fund.

Potential Conflicts of Interest

LMPFA, Brandywine and portfolio managers have interests which may conflict with the interests of the Fund. There is no guarantee that the policies and procedures adopted by LMPFA, Brandywine and the Fund will be able to identify or mitigate these conflicts of interest.

Some examples of material conflicts of interest include:

Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. A portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those funds and accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. Such a portfolio manager may make general determinations across multiple funds, rather than tailoring a unique approach for each fund. The effects of this conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

Allocation of Limited Investment Opportunities; Aggregation of Orders. If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit the Fund’s ability to take full advantage of the investment opportunity. Additionally, Brandywine may aggregate transaction orders for multiple accounts for purpose of execution. Such aggregation may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. In addition, Brandywine’s trade allocation policies may result in the Fund’s orders not being fully executed or being delayed in execution.


Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the fund holds long, potentially resulting in a decrease in the market value of the security held by the fund.

Cross Trades. Portfolio managers may manage funds that engage in cross trades, where one of the manager’s funds or accounts sells a particular security to another fund or account managed by the same manager. Cross trades may pose conflicts of interest because of, for example, the possibility that one account sells a security to another account at a higher price than an independent third party would pay or otherwise enters into a transaction that it would not enter into with an independent party, such as the sale of a difficult-to-obtain security.

Selection of Broker/Dealers. Portfolio managers may select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or accounts that they supervise. In addition to executing trades, some brokers and dealers provide Brandywine with brokerage and research services. These services may be taken into account in the selection of brokers and dealers whether a broker is being selected to effect a trade on an agency basis for a commission or (as is normally the case for the funds) whether a dealer is being selected to effect a trade on a principal basis. This may result in the payment of higher brokerage fees and/or execution at a less favorable price than might have otherwise been available. The services obtained may ultimately be more beneficial to certain of the manager’s funds or accounts than to others (but not necessarily to the funds that pay the increased commission or incur the less favorable execution). A decision as to the selection of brokers and dealers could therefore yield disproportionate costs and benefits among the funds and/or accounts managed.

Variation in Financial and Other Benefits. A conflict of interest arises where the financial or other benefits available to a portfolio manager differ among the funds and/or accounts that he or she manages. If the amount or structure of the investment manager’s management fee and/or a portfolio manager’s compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. Similarly, the desire to maintain assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager. A portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such funds and/or accounts. Also, a portfolio manager’s or the LMPFA’s or Brandywine’s desire to increase assets under management could influence the portfolio manager to keep a fund open for new investors without regard to potential benefits of closing the fund to new investors. Additionally, the portfolio manager might be motivated to favor funds and/or accounts in which he or she has an ownership interest or in which the investment manager and/or its affiliates have ownership interests. Conversely, if a portfolio manager does not personally hold an investment in the fund, the portfolio manager’s conflicts of interest with respect to the Fund may be more acute.

Related Business Opportunities. LMPFA or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of funds and/or accounts that provide greater overall returns to the investment manager and its affiliates.


A portfolio manager may also face other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict of interest that could be deemed to exist in managing both a Fund and the other accounts listed above.

Portfolio Manager Securities Ownership

The table below identifies the dollar range of securities beneficially owned by each portfolio manager as of October 31, 2014.

 

Portfolio Manager(s)    Dollar Range of
Portfolio

Securities
Beneficially
Owned
David F. Hoffman    D
Stephen S. Smith    F
Jack P. McIntyre    A
Gerhardt P. Herbert    A
Brian L. Kloss    A
Regina Borromeo    A

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not Applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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


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

 

ITEM 12. EXHIBITS.

(a) (1) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT


SIGNATURES

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

Legg Mason BW Global Income Opportunities Fund Inc.

 

By:  

/s/ Kenneth D. Fuller

  Kenneth D. Fuller
  Chief Executive Officer
Date:   December 23, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Kenneth D. Fuller

  Kenneth D. Fuller
  Chief Executive Officer
Date:   December 23, 2014

 

By:  

/s/ Richard F. Sennett

  Richard F. Sennett
  Principal Financial Officer
Date:   December 23, 2014