SEC Form N-CSR filed by BrandywineGLOBAL 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
BrandywineGLOBAL - Global Income Opportunities Fund Inc.
Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
George P. Hoyt.
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: October 31
Date of reporting period: October 31, 2023
| ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.
| Annual Report
|
October 31, 2023
|
BrandywineGLOBAL —
GLOBAL INCOME OPPORTUNITIES FUND
INC. (BWG)
| INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
Managed Distribution Policy: The Fund’s Board of Directors (the “Board”) has authorized a managed distribution plan pursuant to which the Fund makes monthly distributions to shareholders at a fixed rate of $0.0800 per common share, which rate may be adjusted from time to time by the Fund’s Board (the “Plan”). The Plan is intended to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month. The Fund is managed with a goal of generating as much of the distribution as possible from net ordinary income and short-term capital gains that is consistent with the Fund’s investment strategy and risk profile. To the extent that sufficient distributable income is not available on a monthly basis, the Fund will distribute long-term capital gains and/or return of capital in order to maintain its managed distribution rate. A return of capital may occur, for example, when some or all of the money that was invested in the Fund is paid back to shareholders. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income”. Even though the Fund may realize current year capital gains, such gains may be offset, in whole or in part, by the Fund’s capital loss carryovers from prior years.
The Board may amend the terms of the Plan or terminate the Plan at any time without prior notice to the Fund’s shareholders, however, at this time there are no reasonably foreseeable circumstances that might cause the termination of the Plan. The amendment or termination of the Plan could have an adverse effect on the market price of the Fund’s common shares. The Plan is subject to the periodic review by the Board to determine if an adjustment should be made.
Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution or from the terms of the Fund’s Plan. The Fund will send a Form 1099-DIV to shareholders for the calendar year that will describe how to report the Fund’s distributions for federal income tax purposes.
Fund objectives
The Fund’s primary investment objective is to provide current income. As a secondary investment objective, the Fund will seek capital appreciation.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its assets in global fixed income securities.
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Dear Shareholder,
We are pleased to provide the annual report of BrandywineGLOBAL — Global Income Opportunities Fund Inc. for the twelve-month reporting period ended October 31, 2023. 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.franklintempleton.com. Here you can gain immediate access to market and investment information, including:
| • | Fund prices and performance, |
| • | Market insights and commentaries from our portfolio managers, and |
| • | A host of educational resources. |
We look forward to helping you meet your financial goals.
Sincerely,
Jane Trust, CFA
Chairman, President and Chief Executive Officer
November 30, 2023
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. |
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 55% of the Fund’s managed assets may be rated below investment grade (commonly known as “high yield” or “junk” bonds) by a nationally recognized statistical rating organization or, if unrated, that we 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-U.S. 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 Global”), the Fund’s subadviser, is responsible for the day-to-day portfolio management of the Fund. Brandywine Global uses an active, team-based approach to manage its fixed income portfolios. The investment professionals at Brandywine Global who are primarily responsible for development of investment strategy, day-to-day portfolio management and oversight and coordination of the Fund are David F. Hoffman, CFA, Jack P. McIntyre, CFA, Anujeet Sareen, CFA, Brian L. Kloss, JD, CPA and Tracy Chen, CFA, CAIA.
Q. What were the overall market conditions for the Fund’s reporting period?
A. The overall global fixed income markets generated weak results over the twelve-month reporting period ended October 31, 2023. The market was negatively impacted by a number of factors, including continued elevated inflation, aggressive central bank rate hikes, unrest in the banking industry, and several geopolitical issues. In an attempt to combat persistent inflation, central banks in the U.S. and abroad aggressively tightened monetary policy. The U.S. Federal Reserve Board (the “Fed”) raised rates at eleven meetings from March 2022 through July 2023 — pushing the federal funds rate to 5.25%-5.50% — a twenty-two year high. While the Fed paused from raising rates at its meetings in September and November 2023, it did not rule out the possibility of raising rates again when it convenes in
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mid-December. Elsewhere, the European Central Bank (“ECB”) raised interest rates to a record high of 4.00% in September 2023, its tenth hike in the last fourteen months. The ECB then held rates steady in October 2023. Meanwhile, after fourteen consecutive hikes, the Bank of England held its Bank Rate at 5.25% in September 2023, a fifteen-year high.
Against this backdrop, the International Monetary Fund (“IMF”) forecasted moderating, but still positive economic growth in 2023. In its October 2023 World Economic Outlook Update, the IMF said, “The global economy continues to recover slowly from the blows of the pandemic, Russia’s invasion of Ukraine, and the cost-of-living crisis. In retrospect, the resilience has been remarkable. Despite the disruption in energy and food markets caused by the war and the unprecedented tightening of global monetary conditions to combat decades-high inflation, the global economy has slowed, but not stalled. Yet growth remains slow and uneven, with growing global divergences.” The IMF now forecasts global gross domestic product (“GDP”) will be 3.0% in 2023, versus 3.5% in 2022. From a regional perspective, the IMF projects U.S. GDP will be 2.1% in 2023, the same as in 2022. Elsewhere, the IMF expects 2023 GDP of 0.7% in the eurozone (from 3.3% in 2022), 0.5% in the U.K. (from 4.1% in 2022) and 2.0% in Japan (versus 1.0% in 2022).
During the reporting period, government sovereign yields moved higher and bond prices declined (bond prices and yields generally move in the opposite direction). All told, the Bloomberg Global Aggregate Indexi and the Bloomberg U.S. Aggregate Indexii returned 1.72% and 0.36%, respectively, for the twelve months ended October 31, 2023. Riskier fixed income securities, including high yield bonds and emerging market debt, produced better results. Over the fiscal year, the Bloomberg U.S. Corporate High Yield — 2% Issuer Cap Indexiii and the JPMorgan Emerging Markets Bond Index Globaliv returned 6.23% and 6.94%, respectively.
Q. How did we respond to these changing market conditions?
A. Our investment framework is based on the idea that large moves in bond yields and currencies create economic responses that ultimately lead to investment opportunities. So far, the U.S. economy, as well as the equity, credit and real estate markets, have held up remarkably well in the face of a 250 basis point (2.50%) increase in the yields for the ten-year U.S. Treasury notes over the past eighteen months. The Fund has been slightly underweight duration against the benchmark, the Bloomberg Global Aggregate Index, and overweight corporate bonds.
The Fund’s positioning is barbelled between an overweight in investment-grade and high yield corporate bonds and an overweight in a diversified basket of emerging market government bonds. Given the Fund’s macroeconomic view that the global economy should slow from the aggressive monetary tightening, we shifted the Fund’s corporate bond exposure near the front end of the curve because we are finding compelling valuations in the 8%-9% yield range. When thinking about downside protection and credits at the front end with yields at these high levels, then a 200-300 basis point widening of spreads would still result in positive total return on a twelve-month go forward basis. We favor credits
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
where management teams have been reducing gross leverage with cashflows and shoring up liquidity for a potential down cycle. Additionally, the Fund remains neutral weight MBS because mortgages spreads are wide and yields are more compelling.
We are largely underweight developed market sovereign bonds except for U.S. Treasuries. We believe ballast in the portfolio is prudent because of the heightened volatility in bond markets. Treasuries are also compelling from a valuation perspective, with yields hitting levels not seen in decades. The Fund’s emerging market exposure is spread across a diversified basket of commodity-focused countries, primarily in Latin America. Select Latin American countries were flashing cheap at the end of 2022 — spreads and real yields in Colombia, Mexico, and Brazil were compelling then. At that time, we initiated a large overweight in local Colombian government bonds and we added to the Fund’s positions in Mexico and Brazil. Subsequently, we were largely underweight low-yielding Asian emerging market sovereigns given unfavorable valuations and the spillover effects from China’s economic weakness.
From a currency perspective, the Fund came into the reporting period primarily owning U.S. dollars. However, we have increased the Fund’s non-dollar foreign exchange (“FX”) exposure because we believe the U.S. dollar is overvalued on a range of valuation metrics. We increased the Fund’s exposure in cheap developed market currencies — the Norwegian krone and Australian dollar — while also increasing the Fund’s exposure in emerging markets — the Brazilian real, Columbian peso, Mexican peso and South African rand. We believe certain emerging market currencies offer a mix of attractive valuations, positive balance of payments dynamics, and historically high real short rates.
The Fund utilized currency forwards, credit default swaps, stock index futures, and interest rate futures over the reporting period. Currency forwards were used to hedge foreign currency risk, as well as to take active currency positions in the Fund. Currency hedges were employed over the period in select emerging markets, such as Brazil, Mexico, and Indonesia. Larger active currency positions were taken in developed markets such as Norway and Australia with smaller positions diversified across developed and emerging markets. The net effect of currency forward positioning detracted from overall Fund performance. In a period where the U.S. dollar consistently traded at high levels last observed twenty years ago, non-dollar currency investments were challenged. Select emerging markets offering higher interest rates than the U.S., along with improving inflation outlooks, outperformed the dollar. Some of these markets were partially hedged in the Fund, thus detracting from performance. On the other hand, developed market currencies that the Fund owned, notably the Norwegian Krone, underperformed over the period due to widening interest rate gaps as those markets followed a less aggressive monetary policy relative to the U.S.
Credit default swaps were used to take synthetic long positions in select individual credits. We sold protection for a handful of issues, collecting premiums. The overall impact from the
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Fund overview (cont’d)
usage of swaps was slightly negative due to a widening in credit spreads over the period as credit conditions deteriorated for the individual credit.
Stock index futures were employed tactically over the reporting period to efficiently manage equity exposure. The Fund initiated short NASDAQ 100 E-Mini futures positions over the summer following a frantic rally that pushed valuations higher despite higher implied financing costs associated with higher interest rates. The Fund collected profits and exited the tactical position as valuations came down in the fall. The positions contributed positively to Fund performance.
Interest rate futures were used to manage the Fund’s duration exposure. Their use detracted from the Fund performance. The Fund took long positions in five-year and ten-year U.S. Treasuries over the reporting period to provide ballast. Persistent inflation and a strong labor market supported hawkish monetary policy. Fears of higher interest rates for a longer period pushed yields higher across the curve.
Performance review
For the twelve months ended October 31, 2023, BrandywineGLOBAL — Global Income Opportunities Fund Inc. returned 4.40% based on its net asset value (“NAV”)v and 1.71% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Global Aggregate Index, returned 1.72% for the same period.
The Fund has adopted a managed distribution policy (the “Managed Distribution Policy”). Pursuant to this policy, the Fund intends to make regular monthly distributions to common shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. This policy has no impact on the Fund’s investment strategy and may reduce the Fund’s NAV. The Fund’s manager believes the policy helps maintain the Fund’s competitiveness and may benefit the Fund’s market price and premium/ discount to the Fund’s NAV.
During the twelve-month period, the Fund made distributions to shareholders totaling $1.00 per share of which $0.89 will be treated as a return of capital for tax purposes.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of October 31, 2023. Past performance is no guarantee of future results.
| Performance Snapshot as of October 31, 2023 | ||||
| Price Per Share | 12-Month Total Return** |
|||
| $8.38 (NAV) | 4.40 | %† | ||
| $7.03 (Market Price) | 1.71 | %‡ | ||
All figures represent past performance and are not a guarantee of future results.
| * | For the tax character of distributions paid during the fiscal year ended October 31, 2023, please refer to page 48 of this report. |
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
† Total return assumes the reinvestment of all distributions, including returns of capital, at NAV.
‡ Total return assumes the reinvestment of all distributions, including returns of capital, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.
Q. What were the leading contributors to performance?
A. The Fund outperformed its benchmark over the reporting period. Holding credit — specifically emerging market debt, corporate bonds, and MBS — in the face of heightened economic uncertainty paid dividends in the form of relative outperformance. Colombia was the best performing emerging market country, from both a rates and FX perspective. Colombia was a value opportunity, with peak pessimism on the information risk side, coupled with an extreme valuation anomaly. Information risk was extreme due to fears that President Gustavo Petro would drive the country left and the valuation was cheap because inflation was not falling. As the reporting period progressed, political tensions waned slightly and inflation fell from its peak, thus the strong performance from the currency and the bonds. Partially hedged Brazilian government bonds also outperformed from a rates perspective. Brazilian growth has proven more resilient than market expectations. Much of the economic strength came from the agricultural sector, which produced a record grain harvest earlier in the year.
An allocation to the financials sector within investment-grade and high yield corporates was the best performer. The financial sector was under severe stress during the Silicon Valley regional banking crisis in March of 2023, and we made an active decision to hold the Fund’s bonds in the face of extreme pessimism and uncertainty. This decision was rewarded, as spreads narrowed after the U.S. government reassured confidence. Consumer cyclicals1 and energy were also strong sectors within the high yield market. Consumer cyclicals sold off early in the reporting period because of the global growth fear narrative. Subsequently, the credits finished the reporting period with strong performance on the back of U.S. growth resiliency and consistent consumer demand. Higher energy prices pushed the energy sector higher. Mortgages also provided positive contribution over the last twelve months, even in the face of higher mortgage rates. In particular, prime MBS in the U.S. performed well given the lack of supply of residential housing and low unemployment rates.
Q. What were the leading detractors from performance?
A. The Fund’s high yield allocations were positive over the reporting period, but there were sectors within the group that detracted from performance. The most notable detractor was the Fund’s allocation to traditional telecommunication companies within the communication services sector. Certain companies experienced price weakness in their bonds because of
| 1 | Cyclicals consists of the following industries: automotive, entertainment, gaming, home construction, lodging, retailers, restaurants, textiles and other consumer services. |
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Fund overview (cont’d)
rising interest expenses, coupled with top-line pressures from a secular industry shift towards streaming.
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 online under the symbol “XBWGX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.franklintempleton.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 BrandywineGLOBAL — Global Income Opportunities Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.
Sincerely,
David F. Hoffman, CFA
Portfolio Manager
Brandywine Global Investment
Management, LLC
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
John (“Jack”) P. McIntyre, CFA
Portfolio Manager
Brandywine Global Investment
Management, LLC
Anujeet Sareen, CFA
Portfolio Manager
Brandywine Global Investment
Management, LLC
Brian Kloss, JD, CPA
Portfolio Manager
Brandywine Global Investment
Management, LLC
Tracy Chen, CFA, CAIA
Portfolio Manager
Brandywine Global Investment
Management, LLC
November 14, 2023
RISKS: The Fund is a non-diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund.
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Fund overview (cont’d)
The Fund’s investments are subject to various risks, including but not limited to, credit, inflation, income, prepayment and interest rate risks. As interest rates increase, the value of fixed income securities decreases. Fixed income securities rated below investment grade are commonly referred to as “high yield” securities or “junk” bonds and are subject to greater liquidity and credit risks (risk of default) than higher-rated securities. Fixed income securities rated C or lower by Moody’s Investor Service, Inc., CCC or lower by Standard & Poor’s Corporation Ratings Group or CC or lower by Fitch Ratings, Inc. or comparably rated by another NRSRO or, if unrated, determined by Brandywine Global to be of comparable quality are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions and/or to be in default or not current in the payment of interest or principal. Ratings may not accurately reflect the actual credit risk associated with a corporate security. International investments involve certain risks not associated with domestic investing, such as currency fluctuations, and changes in political, social and economic conditions which could increase volatility. These risks are magnified in emerging or developing markets. Emerging market countries tend to have economic, political, and legal systems that are less developed and are less stable than those of more developed countries. Mortgage-backed securities are subject to additional risks, including prepayment risk, which can limit the potential gains in a declining interest rate environment. The Fund may invest in foreign currencies or currency derivatives which may increase the risk and volatility of the Fund.
The Fund may invest in illiquid securities and securities/investments that have a leveraging effect on the portfolio which will increase the risks of the Fund. The Fund’s use of leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. The use by the Fund of derivatives such as options, forwards or futures contracts for investment and/or risk management purposes may subject the Fund to risks associated with short economic exposure through such derivatives. Taking a short economic position through derivatives exposes the Fund to the risk that it will be obligated to make payments to its counterparty if the underlying asset appreciates in value, thus resulting in a loss to the Fund. The Fund’s loss on a short position, whether caused by the use of derivatives or otherwise, theoretically could be unlimited.
The Fund may invest in contingent convertible securities (“CoCos”). CoCos are a form of hybrid debt security that are intended to either convert into equity or have their principal written down upon the occurrence of certain “triggers.” The triggers are generally linked to regulatory capital thresholds or regulatory actions calling into question the issuing banking institution’s continued viability as a going-concern. CoCos are subject to risks, such as loss absorption risk (the risk that CoCos’ fully discretionary coupons can potentially be cancelled
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at the banking institution’s discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses) and subordination risk (the risk that (i) in the event of liquidation, dissolution or winding-up of an issuer prior to a conversion having occurred, the rights and claims of the holders of the CoCos will generally rank junior to the claims of all holders of unsubordinated obligations of the issuer; and (ii) if the CoCos are converted into the issuer’s underlying equity securities following a conversion event (i.e., a “trigger”), each holder will be subordinated due to their conversion from being the holder of a debt instrument to being the holder of an equity instrument). The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadviser. For more information on Fund risks, see Summary of information regarding the Fund — Principal Risk Factors in this report.
Portfolio holdings and breakdowns are as of October 31, 2023 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 14 through 24 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 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, 2023 were: sovereign bonds (51.9%), financials (25.4%), energy (22.0%), collateralized mortgage obligations (14.6%) and communication services (10.9%). 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.
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Fund overview (cont’d)
| i | The Bloomberg Global Aggregate Index is a market-weighted index of global government, government-related agencies, corporate and securitized fixed-income investments. |
| ii | The Bloomberg U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
| iii | The Bloomberg U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. |
| iv | The JPMorgan Emerging Markets Bond Index Global tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments. |
| v | 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. |
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
Investment breakdown (%) as a percent of total investments
| † | The bar graph above represents the composition of the Fund’s investments as of October 31, 2023 and October 31, 2022 and does not include derivatives, such as futures contracts, forward foreign currency contracts and swap contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time. |
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| Net Asset Value | ||||
| Average annual total returns1 | ||||
| Twelve Months Ended 10/31/23 | 4.40 | % | ||
| Five Years Ended 10/31/23 | 0.16 | |||
| Ten Years Ended 10/31/23 | -0.34 | |||
| Cumulative total returns1 | ||||
| 10/31/13 through 10/31/23 | -3.32 | % | ||
| Market Price | ||||
| Average annual total returns2 | ||||
| Twelve Months Ended 10/31/23 | 1.71 | % | ||
| Five Years Ended 10/31/23 | 1.35 | |||
| Ten Years Ended 10/31/23 | 0.38 | |||
| Cumulative total returns2 | ||||
| 10/31/13 through 10/31/23 | 3.87 | % | ||
All figures represent past performance and are not a guarantee of future results. 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.
| 1 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. |
| 2 | Assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan. |
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
Historical performance
Value of $10,000 invested in
BrandywineGLOBAL — Global Income Opportunities Fund Inc. vs. Bloomberg Global Aggregate Index† — October 2013 - October 2023
All figures represent past performance and are not a guarantee of future results. 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.
| † | Hypothetical illustration of $10,000 invested in BrandywineGLOBAL — Global Income Opportunities Fund Inc. on October 31, 2013, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value and also assuming the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan through October 31, 2023. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Global Aggregate Index. The Bloomberg Global Aggregate Index (the “Index”) is an index comprised of several other Bloomberg indices that measure fixed income performance of regions around the world. The Index is unmanaged. Please note that an investor cannot invest directly in an index. |
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October 31, 2023
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate | Maturity Date |
Face Amount† |
Value | ||||||||||||
| Corporate Bonds & Notes — 90.3% | ||||||||||||||||
| Communication Services — 9.8% | ||||||||||||||||
| Diversified Telecommunication Services — 2.3% |
||||||||||||||||
| Altice France Holding SA, Senior Notes |
6.000 | % | 2/15/28 | 1,515,000 | $ | 665,836 | (a)(b) | |||||||||
| Altice France SA, Senior Secured Notes |
3.375 | % | 1/15/28 | 1,190,000 | EUR | 914,222 | (a) | |||||||||
| Consolidated Communications Inc., Senior Secured Notes |
5.000 | % | 10/1/28 | 890,000 | 671,198 | (a)(b) | ||||||||||
| Hughes Satellite Systems Corp., Senior Notes |
6.625 | % | 8/1/26 | 200,000 | 169,702 | (b) | ||||||||||
| Level 3 Financing Inc., Senior Notes |
4.625 | % | 9/15/27 | 1,300,000 | 865,631 | (a)(b) | ||||||||||
| Total Diversified Telecommunication Services |
3,286,589 | |||||||||||||||
| Interactive Media & Services — 3.3% |
||||||||||||||||
| ANGI Group LLC, Senior Notes |
3.875 | % | 8/15/28 | 2,200,000 | 1,651,954 | (a)(b) | ||||||||||
| GrubHub Holdings Inc., Senior Notes |
5.500 | % | 7/1/27 | 4,000,000 | 2,946,060 | (a)(b) | ||||||||||
| Total Interactive Media & Services |
4,598,014 | |||||||||||||||
| Media — 1.2% |
||||||||||||||||
| Colombia Telecomunicaciones SA ESP, Senior Notes |
4.950 | % | 7/17/30 | 775,000 | 511,733 | (a)(b) | ||||||||||
| DISH Network Corp., Senior Secured Notes |
11.750 | % | 11/15/27 | 1,000,000 | 991,390 | (a)(b) | ||||||||||
| Liberty Interactive LLC, Senior Notes |
8.250 | % | 2/1/30 | 725,000 | 186,691 | (b) | ||||||||||
| Total Media |
1,689,814 | |||||||||||||||
| Wireless Telecommunication Services — 3.0% |
||||||||||||||||
| Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC, Senior Secured Notes |
4.738 | % | 3/20/25 | 2,981,250 | 2,947,961 | (a)(b) | ||||||||||
| Xiaomi Best Time International Ltd., Senior Notes |
3.375 | % | 4/29/30 | 1,600,000 | 1,266,735 | (a)(b) | ||||||||||
| Total Wireless Telecommunication Services |
4,214,696 | |||||||||||||||
| Total Communication Services |
13,789,113 | |||||||||||||||
| Consumer Discretionary — 8.3% | ||||||||||||||||
| Automobiles — 1.0% |
||||||||||||||||
| Nissan Motor Co. Ltd., Senior Notes |
4.345 | % | 9/17/27 | 1,500,000 | 1,356,783 | (a)(b) | ||||||||||
| Hotels, Restaurants & Leisure — 4.7% |
||||||||||||||||
| Affinity Interactive, Senior Secured Notes |
6.875 | % | 12/15/27 | 3,000,000 | 2,447,853 | (a)(b) | ||||||||||
| GPS Hospitality Holding Co. LLC/GPS Finco Inc., Senior Secured Notes |
7.000 | % | 8/15/28 | 1,225,000 | 833,655 | (a)(b) | ||||||||||
| Lindblad Expeditions LLC, Senior Secured Notes |
6.750 | % | 2/15/27 | 1,000,000 | 912,180 | (a)(b) | ||||||||||
| Marriott Ownership Resorts Inc., Senior Notes |
4.500 | % | 6/15/29 | 580,000 | 477,114 | (a)(b) | ||||||||||
See Notes to Financial Statements.
|
14 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate | Maturity Date |
Face Amount† |
Value | ||||||||||||
| Hotels, Restaurants & Leisure — continued |
||||||||||||||||
| Mohegan Tribal Gaming Authority, Secured Notes |
8.000 | % | 2/1/26 | 1,450,000 | $ | 1,333,862 | (a)(b) | |||||||||
| Viking Cruises Ltd., Senior Notes |
6.250 | % | 5/15/25 | 645,000 | 630,879 | (a)(b) | ||||||||||
| Total Hotels, Restaurants & Leisure |
6,635,543 | |||||||||||||||
| Leisure Products — 0.5% |
||||||||||||||||
| Vista Outdoor Inc., Senior Notes |
4.500 | % | 3/15/29 | 730,000 | 679,944 | (a)(b) | ||||||||||
| Specialty Retail — 2.1% |
||||||||||||||||
| Bath & Body Works Inc., Senior Notes |
6.625 | % | 10/1/30 | 370,000 | 343,024 | (a)(b) | ||||||||||
| Gap Inc., Senior Notes |
3.875 | % | 10/1/31 | 1,395,000 | 1,003,331 | (a)(b) | ||||||||||
| Grupo Axo SAPI de CV, Senior Notes |
5.750 | % | 6/8/26 | 690,000 | 603,198 | (a)(b) | ||||||||||
| Michaels Cos. Inc., Senior Secured Notes |
5.250 | % | 5/1/28 | 1,400,000 | 1,015,700 | (a)(b) | ||||||||||
| Total Specialty Retail |
2,965,253 | |||||||||||||||
| Total Consumer Discretionary |
11,637,523 | |||||||||||||||
| Consumer Staples — 1.9% | ||||||||||||||||
| Food Products — 1.0% |
||||||||||||||||
| Minerva Luxembourg SA, Senior Notes |
4.375 | % | 3/18/31 | 630,000 | 489,226 | (a)(b) | ||||||||||
| Simmons Foods Inc./Simmons Prepared Foods Inc./Simmons Pet Food Inc./Simmons Feed Ingredients Inc., Secured Notes |
4.625 | % | 3/1/29 | 1,115,000 | 906,980 | (a)(b) | ||||||||||
| Total Food Products |
1,396,206 | |||||||||||||||
| Tobacco — 0.9% |
||||||||||||||||
| Turning Point Brands Inc., Senior Secured Notes |
5.625 | % | 2/15/26 | 1,480,000 | 1,364,190 | (a)(b) | ||||||||||
| Total Consumer Staples |
2,760,396 | |||||||||||||||
| Energy — 22.0% | ||||||||||||||||
| Oil, Gas & Consumable Fuels — 22.0% |
||||||||||||||||
| Aethon United BR LP/Aethon United Finance Corp., Senior Notes |
8.250 | % | 2/15/26 | 2,000,000 | 1,988,340 | (a)(b) | ||||||||||
| CITGO Petroleum Corp., Senior Secured Notes |
6.375 | % | 6/15/26 | 1,425,000 | 1,401,390 | (a) | ||||||||||
| CNX Resources Corp., Senior Notes |
6.000 | % | 1/15/29 | 1,310,000 | 1,202,503 | (a)(b) | ||||||||||
| Diamondback Energy Inc., Senior Notes |
6.250 | % | 3/15/33 | 2,740,000 | 2,705,898 | (b) | ||||||||||
| Diamondback Energy Inc., Senior Notes |
6.250 | % | 3/15/53 | 1,000,000 | 923,645 | (b) | ||||||||||
| Energian Israel Finance Ltd., Senior Secured Notes |
5.375 | % | 3/30/28 | 2,500,000 | 2,054,250 | (c) | ||||||||||
| Geopark Ltd., Senior Notes |
5.500 | % | 1/17/27 | 1,620,000 | 1,362,668 | (a)(b) | ||||||||||
| Greenfire Resources Ltd., Senior Secured Notes |
12.000 | % | 10/1/28 | 2,000,000 | 1,992,030 | (a)(b) | ||||||||||
| Leviathan Bond Ltd., Senior Secured Notes |
6.500 | % | 6/30/27 | 1,000,000 | 882,085 | (c) | ||||||||||
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
15 |
Schedule of investments (cont’d)
October 31, 2023
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate | Maturity Date |
Face Amount† |
Value | ||||||||||||
| Oil, Gas & Consumable Fuels — continued |
||||||||||||||||
| Magnolia Oil & Gas Operating LLC/ Magnolia Oil & Gas Finance Corp., Senior Notes |
6.000 | % | 8/1/26 | 2,315,000 | $ | 2,224,831 | (a)(b) | |||||||||
| New Fortress Energy Inc., Senior Secured Notes |
6.750 | % | 9/15/25 | 445,000 | 413,258 | (a)(b) | ||||||||||
| New Fortress Energy Inc., Senior Secured Notes |
6.500 | % | 9/30/26 | 2,500,000 | 2,241,567 | (a)(b) | ||||||||||
| Petroleos Mexicanos, Senior Notes |
5.350 | % | 2/12/28 | 5,290,000 | 4,273,295 | (b) | ||||||||||
| SierraCol Energy Andina LLC, Senior Notes |
6.000 | % | 6/15/28 | 1,420,000 | 1,100,735 | (a)(b) | ||||||||||
| Talos Production Inc., Secured Notes |
12.000 | % | 1/15/26 | 1,375,000 | 1,430,124 | (b) | ||||||||||
| Teine Energy Ltd., Senior Notes |
6.875 | % | 4/15/29 | 4,000,000 | 3,708,280 | (a)(b) | ||||||||||
| YPF SA, Senior Secured Notes |
9.000 | % | 2/12/26 | 1,123,077 | 1,096,130 | (c) | ||||||||||
| Total Energy |
31,001,029 | |||||||||||||||
| Financials — 25.4% | ||||||||||||||||
| Banks — 9.0% |
||||||||||||||||
| Banco Santander SA, Junior Subordinated Notes (7.500% to 2/8/24 then USD 5 year ICE Swap Rate + 4.989%) |
7.500 | % | 2/8/24 | 1,400,000 | 1,361,878 | (c)(d)(e) | ||||||||||
| Bank of America Corp., Subordinated Notes |
7.750 | % | 5/14/38 | 6,345,000 | 6,803,232 | (b) | ||||||||||
| KeyBank NA, Senior Notes (SOFR + 0.320%) |
5.664 | % | 6/14/24 | 2,500,000 | 2,439,236 | (b)(e) | ||||||||||
| NatWest Group PLC, Junior Subordinated Notes (4.600% to 12/28/31 then 5 year Treasury Constant Maturity Rate + 3.100%) |
4.600 | % | 6/28/31 | 1,840,000 | 1,191,544 | (b)(d)(e) | ||||||||||
| Texas Capital Bancshares Inc., Subordinated Notes (4.000% to 5/6/26 then 5 year Treasury Constant Maturity Rate + 3.150%) |
4.000 | % | 5/6/31 | 1,000,000 | 825,744 | (b)(e) | ||||||||||
| Total Banks |
12,621,634 | |||||||||||||||
| Capital Markets — 9.0% |
||||||||||||||||
| Blackstone Secured Lending Fund, Senior Notes |
3.625 | % | 1/15/26 | 1,745,000 | 1,612,393 | (b) | ||||||||||
| Blue Owl Capital Corp., Senior Notes |
4.000 | % | 3/30/25 | 1,085,000 | 1,032,401 | (b) | ||||||||||
| Blue Owl Technology Finance Corp., Senior Notes |
4.750 | % | 12/15/25 | 3,385,000 | 3,136,882 | (a)(b) | ||||||||||
| Goldman Sachs Group Inc., Subordinated Notes |
6.750 | % | 10/1/37 | 7,000,000 | 6,842,410 | (b) | ||||||||||
| Total Capital Markets |
12,624,086 | |||||||||||||||
| Consumer Finance — 5.2% |
||||||||||||||||
| Credit Acceptance Corp., Senior Notes |
6.625 | % | 3/15/26 | 1,920,000 | 1,824,751 | (b) | ||||||||||
See Notes to Financial Statements.
|
16 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate | Maturity Date |
Face Amount† |
Value | ||||||||||||
| Consumer Finance — continued |
||||||||||||||||
| PRA Group Inc., Senior Notes |
5.000 | % | 10/1/29 | 3,700,000 | $ | 2,459,231 | (a)(b) | |||||||||
| World Acceptance Corp., Senior Notes |
7.000 | % | 11/1/26 | 3,800,000 | 3,096,088 | (a)(b) | ||||||||||
| Total Consumer Finance |
7,380,070 | |||||||||||||||
| Financial Services — 2.2% |
||||||||||||||||
| Enact Holdings Inc., Senior Notes |
6.500 | % | 8/15/25 | 1,000,000 | 983,275 | (a)(b) | ||||||||||
| Freedom Mortgage Corp., Senior Notes |
6.625 | % | 1/15/27 | 2,500,000 | 2,166,066 | (a)(b) | ||||||||||
| Total Financial Services |
3,149,341 | |||||||||||||||
| Total Financials |
35,775,131 | |||||||||||||||
| Industrials — 10.8% | ||||||||||||||||
| Aerospace & Defense — 3.5% |
||||||||||||||||
| Avolon Holdings Funding Ltd., Senior Notes |
6.375 | % | 5/4/28 | 5,180,000 | 5,011,020 | (a)(b) | ||||||||||
| Building Products — 1.3% |
||||||||||||||||
| IEA Energy Services LLC, Senior Notes |
6.625 | % | 8/15/29 | 1,880,000 | 1,785,060 | (a)(b) | ||||||||||
| Commercial Services & Supplies — 0.3% |
||||||||||||||||
| Deluxe Corp., Senior Notes |
8.000 | % | 6/1/29 | 565,000 | 447,615 | (a)(b) | ||||||||||
| Construction & Engineering — 0.2% |
||||||||||||||||
| ATP Tower Holdings LLC/Andean Tower Partners Colombia SAS/Andean Telecom Par, Senior Secured Notes |
4.050 | % | 4/27/26 | 300,000 | 256,644 | (a)(b) | ||||||||||
| Marine Transportation — 0.8% |
||||||||||||||||
| Navios South American Logistics Inc./ Navios Logistics Finance U.S. Inc., Senior Secured Notes |
10.750 | % | 7/1/25 | 1,140,000 | 1,106,889 | (a)(b) | ||||||||||
| Passenger Airlines — 1.5% |
||||||||||||||||
| Air Canada Pass-Through Trust |
5.250 | % | 4/1/29 | 141,396 | 135,550 | (a)(b) | ||||||||||
| US Airways Pass-Through Trust |
4.625 | % | 6/3/25 | 2,039,204 | 1,942,319 | (b) | ||||||||||
| Total Passenger Airlines |
2,077,869 | |||||||||||||||
| Professional Services — 1.7% |
||||||||||||||||
| Concentrix Corp., Senior Notes |
6.850 | % | 8/2/33 | 2,700,000 | 2,440,242 | (b) | ||||||||||
| Trading Companies & Distributors — 1.5% |
||||||||||||||||
| BOC Aviation USA Corp., Senior Notes |
4.875 | % | 5/3/33 | 2,300,000 | 2,063,239 | (a)(b) | ||||||||||
| Total Industrials |
15,188,578 | |||||||||||||||
| Information Technology — 5.1% | ||||||||||||||||
| Communications Equipment — 3.6% |
||||||||||||||||
| CommScope Inc., Senior Notes |
8.250 | % | 3/1/27 | 1,350,000 | 562,579 | (a)(b) | ||||||||||
| CommScope Inc., Senior Notes |
7.125 | % | 7/1/28 | 495,000 | 186,098 | (a)(b) | ||||||||||
| CommScope Inc., Senior Secured Notes |
6.000 | % | 3/1/26 | 1,370,000 | 1,152,623 | (a)(b) | ||||||||||
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
17 |
Schedule of investments (cont’d)
October 31, 2023
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate | Maturity Date |
Face Amount† |
Value | ||||||||||||
| Communications Equipment — continued |
||||||||||||||||
| Connect Finco SARL/Connect US Finco LLC, Senior Secured Notes |
6.750 | % | 10/1/26 | 2,200,000 | $ | 2,053,229 | (a)(b) | |||||||||
| Viasat Inc., Senior Secured Notes |
5.625 | % | 4/15/27 | 1,300,000 | 1,136,083 | (a)(b) | ||||||||||
| Total Communications Equipment |
5,090,612 | |||||||||||||||
| IT Services — 0.4% |
||||||||||||||||
| Sabre GLBL Inc., Senior Secured Notes |
9.250 | % | 4/15/25 | 628,000 | 598,975 | (a)(b) | ||||||||||
| Semiconductors & Semiconductor Equipment — 0.2% |
||||||||||||||||
| Synaptics Inc., Senior Notes |
4.000 | % | 6/15/29 | 285,000 | 235,488 | (a)(b) | ||||||||||
| Software — 0.9% |
||||||||||||||||
| MicroStrategy Inc., Senior Secured Notes |
6.125 | % | 6/15/28 | 1,410,000 | 1,277,664 | (a)(b) | ||||||||||
| Total Information Technology |
7,202,739 | |||||||||||||||
| Materials — 4.4% | ||||||||||||||||
| Chemicals — 0.6% |
||||||||||||||||
| Braskem Idesa SAPI, Senior Secured Notes |
7.450 | % | 11/15/29 | 1,340,000 | 848,833 | (a)(b) | ||||||||||
| Metals & Mining — 3.8% |
||||||||||||||||
| First Quantum Minerals Ltd., Senior Notes |
6.875 | % | 10/15/27 | 2,920,000 | 2,491,448 | (a) | ||||||||||
| New Gold Inc., Senior Notes |
7.500 | % | 7/15/27 | 100,000 | 93,930 | (a)(b) | ||||||||||
| Taseko Mines Ltd., Senior Secured Notes |
7.000 | % | 2/15/26 | 3,000,000 | 2,724,107 | (a)(b) | ||||||||||
| Total Metals & Mining |
5,309,485 | |||||||||||||||
| Total Materials |
6,158,318 | |||||||||||||||
| Real Estate — 0.8% | ||||||||||||||||
| Hotel & Resort REITs — 0.5% |
||||||||||||||||
| XHR LP, Senior Secured Notes |
4.875 | % | 6/1/29 | 850,000 | 720,030 | (a)(b) | ||||||||||
| Real Estate Management & Development — 0.3% |
||||||||||||||||
| Anywhere Real Estate Group LLC/Anywhere Co-Issuer Corp., Secured Notes |
7.000 | % | 4/15/30 | 437,600 | 361,293 | (a)(b) | ||||||||||
| Realogy Group LLC/Realogy Co-Issuer Corp., Senior Notes |
5.750 | % | 1/15/29 | 28,000 | 17,673 | (a) | ||||||||||
| Total Real Estate Management & Development |
378,966 | |||||||||||||||
| Total Real Estate |
1,098,996 | |||||||||||||||
| Utilities — 1.8% | ||||||||||||||||
| Gas Utilities — 0.4% |
||||||||||||||||
| AmeriGas Partners LP/AmeriGas Finance Corp., Senior Notes |
5.875 | % | 8/20/26 | 625,000 | 586,528 | (b) | ||||||||||
| Water Utilities — 1.4% |
||||||||||||||||
| Solaris Midstream Holdings LLC, Senior Notes |
7.625 | % | 4/1/26 | 2,000,000 | 1,909,650 | (a)(b) | ||||||||||
| Total Utilities |
2,496,178 | |||||||||||||||
| Total Corporate Bonds & Notes (Cost — $139,109,030) |
127,108,001 | |||||||||||||||
See Notes to Financial Statements.
|
18 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate | Maturity Date |
Face Amount† |
Value | ||||||||||||
| Sovereign Bonds — 51.9% | ||||||||||||||||
| Brazil — 16.8% |
||||||||||||||||
| Brazil Notas do Tesouro Nacional Serie F, Notes |
10.000 | % | 1/1/27 | 55,800,000 | BRL | $ | 10,705,476 | |||||||||
| Brazil Notas do Tesouro Nacional Serie F, Notes |
10.000 | % | 1/1/31 | 70,715,000 | BRL | 12,885,064 | ||||||||||
| Total Brazil |
23,590,540 | |||||||||||||||
| Colombia — 16.6% |
||||||||||||||||
| Colombian TES, Bonds |
7.000 | % | 3/26/31 | 43,770,000,000 | COP | 8,394,314 | ||||||||||
| Colombian TES, Bonds |
7.250 | % | 10/26/50 | 98,120,000,000 | COP | 14,989,106 | ||||||||||
| Total Colombia |
23,383,420 | |||||||||||||||
| Mexico — 13.0% |
||||||||||||||||
| Mexican Bonos, Bonds |
8.000 | % | 11/7/47 | 170,400,000 | MXN | 7,674,285 | ||||||||||
| Mexican Bonos, Bonds |
8.000 | % | 7/31/53 | 146,000,000 | MXN | 6,514,731 | ||||||||||
| Mexican Bonos, Senior Notes |
7.750 | % | 11/13/42 | 94,100,000 | MXN | 4,170,276 | ||||||||||
| Total Mexico |
18,359,292 | |||||||||||||||
| South Africa — 5.5% |
||||||||||||||||
| Republic of South Africa Government Bond, Senior Notes |
8.750 | % | 2/28/48 | 206,300,000 | ZAR | 7,759,426 | ||||||||||
| Total Sovereign Bonds (Cost — $82,840,925) |
|
73,092,678 | ||||||||||||||
| Collateralized Mortgage Obligations (f) — 14.6% |
|
|||||||||||||||
| Banc of America Commercial Mortgage Trust, 2017-BNK3 XA, IO |
1.007 | % | 2/15/50 | 38,489,802 | 994,272 | (e) | ||||||||||
| BANK, 2017-BNK4 XA, IO |
1.337 | % | 5/15/50 | 3,821,120 | 133,956 | (e) | ||||||||||
| Bellemeade RE Ltd., 2020-2A M2 (30 Day Average SOFR + 6.114%) |
11.435 | % | 8/26/30 | 804,961 | 814,609 | (a)(e) | ||||||||||
| Bellemeade RE Ltd., 2020-3A M1C (30 Day Average SOFR + 3.814%) |
9.135 | % | 10/25/30 | 548,531 | 553,491 | (a)(e) | ||||||||||
| Eagle RE Ltd., 2021-2 M1B (30 Day Average SOFR + 2.050%) |
7.371 | % | 4/25/34 | 2,500,000 | 2,500,773 | (a)(e) | ||||||||||
| Federal Home Loan Mortgage Corp. (FHLMC) REMIC, Structured Agency Credit Risk Debt Notes, 2020-DNA3 B1 (30 Day Average SOFR + 5.214%) |
10.535 | % | 6/25/50 | 1,387,697 | 1,505,954 | (a)(e) | ||||||||||
| Federal Home Loan Mortgage Corp. (FHLMC) REMIC, Structured Agency Credit Risk Debt Notes, 2022-DNA2 M1B (30 Day Average SOFR + 2.400%) |
7.721 | % | 2/25/42 | 1,800,000 | 1,806,784 | (a)(b)(e) | ||||||||||
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
19 |
Schedule of investments (cont’d)
October 31, 2023
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate | Maturity Date |
Face Amount† |
Value | ||||||||||||
| Collateralized Mortgage Obligations (f) — continued | ||||||||||||||||
| Federal Home Loan Mortgage Corp. (FHLMC) REMIC, Structured Agency Credit Risk Debt Notes, 2022-DNA6 M1B (30 Day Average SOFR + 3.700%) |
9.021 | % | 9/25/42 | 4,350,000 | $ | 4,568,017 | (a)(b)(e) | |||||||||
| Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2019-DNA2 M2 (30 Day Average SOFR + 2.564%) |
7.885 | % | 3/25/49 | 873,346 | 878,747 | (a)(e) | ||||||||||
| Federal National Mortgage Association (FNMA) — CAS, 2023-R03 2M2 (30 Day Average SOFR + 3.900%) |
9.221 | % | 4/25/43 | 4,000,000 | 4,160,852 | (a)(b)(e) | ||||||||||
| Oaktown RE VI Ltd., 2021-1A M1B (30 Day Average SOFR + 2.050%) |
7.371 | % | 10/25/33 | 447,085 | 447,970 | (a)(e) | ||||||||||
| RMAC Securities No 1 PLC, 2006-NS1X B1C (3 mo. EURIBOR + 0.880%) |
4.680 | % | 6/12/44 | 1,260,896 | EUR | 1,252,803 | (c)(e) | |||||||||
| Wells Fargo Commercial Mortgage Trust, 2019-C51 D |
3.000 | % | 6/15/52 | 1,500,000 | 878,762 | (a) | ||||||||||
| WF-RBS Commercial Mortgage Trust, 2013- C15 XA, IO |
0.000 | % | 8/15/46 | 4,141,918 | 41 | (e) | ||||||||||
| Total Collateralized Mortgage Obligations (Cost — $21,359,383) |
|
20,497,031 | ||||||||||||||
| U.S. Government & Agency Obligations — 6.7% | ||||||||||||||||
| U.S. Government Obligations — 6.7% |
||||||||||||||||
| U.S. Treasury Notes (3 mo. U.S. Treasury Money Market Yield + 0.125%) (Cost — $9,476,791) |
5.523 | % | 7/31/25 | 9,480,000 | 9,479,237 | (e) | ||||||||||
| Mortgage-Backed Securities — 1.7% | ||||||||||||||||
| FHLMC — 1.7% |
||||||||||||||||
| Federal Home Loan Mortgage Corp. (FHLMC) (Cost — $2,551,322) |
5.000 | % | 9/1/52 | 2,561,774 | 2,365,621 | |||||||||||
| Convertible Bonds & Notes — 1.1% | ||||||||||||||||
| Communication Services — 1.1% | ||||||||||||||||
| Media — 1.1% |
||||||||||||||||
| DISH Network Corp., Senior Notes (Cost — $2,930,111) |
3.375 | % | 8/15/26 | 3,070,000 | 1,588,725 | (b) | ||||||||||
| Total Investments before Short-Term Investments (Cost — $258,267,562) |
234,131,293 | |||||||||||||||
See Notes to Financial Statements.
|
20 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
(Percentages shown based on Fund net assets)
| Security | Rate |
Shares |
Value | |||||||||||||
| Short-Term Investments — 8.7% | ||||||||||||||||
| Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares |
5.315 | % | 12,286,239 | $ | 12,286,239 | (g)(h) | ||||||||||
| Total Investments — 175.0% (Cost — $270,553,801) |
|
246,417,532 | ||||||||||||||
| Mandatory Redeemable Preferred Stock, at Liquidation Value — (35.5)% |
|
(50,000,000 | ) | |||||||||||||
| Other Liabilities in Excess of Other Assets — (39.5)% |
|
(55,643,093 | ) | |||||||||||||
| Total Net Assets Applicable to Common Shareholders — 100.0% |
|
$ | 140,774,439 | |||||||||||||
| † | Face amount denominated in U.S. dollars, unless otherwise noted. |
| (a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
| (b) | All or a portion of this security is pledged as collateral pursuant to the loan agreement (Note 5). |
| (c) | 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. |
| (d) | Security has no maturity date. The date shown represents the next call date. |
| (e) | Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above. |
| (f) | Collateralized mortgage obligations are secured by an underlying pool of mortgages or mortgage pass-through certificates that are structured to direct payments on underlying collateral to different series or classes of the obligations. The interest rate may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators and may be subject to an upper and/or lower limit. |
| (g) | Rate shown is one-day yield as of the end of the reporting period. |
| (h) | In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At October 31, 2023, the total market value of investments in Affiliated Companies was $12,286,239 and the cost was $12,286,239 (Note 9). |
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
21 |
Schedule of investments (cont’d)
October 31, 2023
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
| Abbreviation(s) used in this schedule: | ||
| BRL | — Brazilian Real | |
| CAS | — Connecticut Avenue Securities | |
| COP | — Colombian Peso | |
| EUR | — Euro | |
| EURIBOR | — Euro Interbank Offered Rate | |
| ICE | — Intercontinental Exchange | |
| IO | — Interest Only | |
| MXN | — Mexican Peso | |
| REMIC | — Real Estate Mortgage Investment Conduit | |
| SOFR | — Secured Overnight Financing Rate | |
| USD | — United States Dollar | |
| ZAR | — South African Rand | |
At October 31, 2023, the Fund had the following open futures contracts:
| Number of Contracts |
Expiration Date |
Notional Amount |
Market Value |
Unrealized Depreciation |
||||||||||||||||
| Contracts to Buy: | ||||||||||||||||||||
| U.S. Treasury 5-Year Notes | 310 | 12/23 | $32,907,715 | $32,387,734 | $ (519,981) | |||||||||||||||
| U.S. Treasury 10-Year Notes | 166 | 12/23 | 18,273,272 | 17,624,532 | (648,740) | |||||||||||||||
| Net unrealized depreciation on open futures contracts |
|
$(1,168,721) | ||||||||||||||||||
At October 31, 2023, the Fund had the following open forward foreign currency contracts:
| Currency Purchased |
Currency Sold |
Counterparty | Settlement Date |
Unrealized Appreciation (Depreciation) |
||||||||||||||||
| EUR | 690,000 | USD | 730,570 | Barclays Bank PLC | 11/7/23 | $ | (280) | |||||||||||||
| USD | 13,155,289 | EUR | 12,330,000 | Barclays Bank PLC | 11/7/23 | 105,315 | ||||||||||||||
| EUR | 1,610,000 | USD | 1,700,562 | JPMorgan Chase & Co. | 11/7/23 | 3,449 | ||||||||||||||
| EUR | 20,580,000 | USD | 22,766,934 | JPMorgan Chase & Co. | 11/7/23 | (985,226) | ||||||||||||||
| EUR | 20,800,000 | USD | 21,970,000 | JPMorgan Chase & Co. | 11/7/23 | 44,554 | ||||||||||||||
| USD | 5,088,819 | EUR | 4,600,000 | JPMorgan Chase & Co. | 11/7/23 | 220,216 | ||||||||||||||
| USD | 9,370,065 | EUR | 8,470,000 | JPMorgan Chase & Co. | 11/7/23 | 405,484 | ||||||||||||||
| USD | 21,737,625 | EUR | 20,580,000 | JPMorgan Chase & Co. | 11/7/23 | (44,082) | ||||||||||||||
| EUR | 2,300,000 | USD | 2,433,201 | Standard Chartered PLC | 11/7/23 | 1,101 | ||||||||||||||
| USD | 6,746,587 | ZAR | 130,700,000 | HSBC Securities Inc. | 11/15/23 | (256,796) | ||||||||||||||
| AUD | 11,760,000 | USD | 7,587,787 | JPMorgan Chase & Co. | 12/6/23 | (118,609) | ||||||||||||||
| NOK | 80,600,000 | USD | 7,496,698 | Morgan Stanley & Co. Inc. | 1/18/24 | (265,236) | ||||||||||||||
| USD | 10,506,984 | BRL | 53,780,000 | HSBC Securities Inc. | 1/19/24 | (60,278) | ||||||||||||||
| USD | 12,712,867 | MXN | 236,500,000 | Citibank N.A. | 1/29/24 | (197,720) | ||||||||||||||
| USD | 13,605,914 | COP | 58,800,000,000 | JPMorgan Chase & Co. | 1/30/24 | (377,721) | ||||||||||||||
See Notes to Financial Statements.
|
22 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
| Currency Purchased |
Currency Sold |
Counterparty | Settlement Date |
Unrealized Appreciation (Depreciation) |
||||||||||||||||
| EUR | 20,580,000 | USD | 21,836,718 | JPMorgan Chase & Co. | 2/7/24 | $ | 41,341 | |||||||||||||
| USD | 1,708,315 | EUR | 1,610,000 | JPMorgan Chase & Co. | 2/7/24 | (3,234) | ||||||||||||||
| USD | 22,070,152 | EUR | 20,800,000 | JPMorgan Chase & Co. | 2/7/24 | (41,783) | ||||||||||||||
| Net unrealized depreciation on open forward foreign currency contracts | $ | (1,529,505) | ||||||||||||||||||
| Abbreviation(s) used in this table: | ||||
| AUD | — | Australian Dollar | ||
| BRL | — | Brazilian Real | ||
| COP | — | Colombian Peso | ||
| EUR | — | Euro | ||
| MXN | — | Mexican Peso | ||
| NOK | — | Norwegian Krone | ||
| USD | — | United States Dollar | ||
| ZAR | — | South African Rand | ||
At October 31, 2023, the Fund had the following open swap contracts:
| OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — SELL PROTECTION1 | ||||||||||||||||||||||||
| Swap Counterparty (Reference Entity) |
Notional Amount2 |
Termination Date |
Implied Credit Spread at October 31, 20233 |
Periodic Payments Received by the Fund† |
Market Value |
Upfront Premiums Paid (Received) |
Unrealized Depreciation |
|||||||||||||||||
| Morgan Stanley & Co. Inc. (Lumen Technologies Inc., 7.500%, due 4/1/24) | $ | 1,625,000 | 6/20/25 | 20.067% | 1.000% quarterly | $ | (420,100) | $ | (55,764) | $ | (364,336) | |||||||||||||
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
23 |
Schedule of investments (cont’d)
October 31, 2023
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
| 1 | If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. |
| 2 | The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement. |
| 3 | Implied credit spreads, utilized in determining the market value of credit default swap agreements on corporate or sovereign issues as of period end, serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation. |
| † | Percentage shown is an annual percentage rate. |
| Summary of Investments by Country* (unaudited) | ||||
| United States | 46.2 | % | ||
| Colombia | 10.7 | |||
| Mexico | 9.8 | |||
| Brazil | 9.8 | |||
| Canada | 3.5 | |||
| South Africa | 3.1 | |||
| Ireland | 2.0 | |||
| United Kingdom | 1.8 | |||
| Bermuda | 1.8 | |||
| China | 1.4 | |||
| Israel | 1.2 | |||
| Zambia | 1.0 | |||
| Spain | 0.6 | |||
| Japan | 0.5 | |||
| Uruguay | 0.4 | |||
| Argentina | 0.4 | |||
| France | 0.4 | |||
| Luxembourg | 0.3 | |||
| Chile | 0.1 | |||
| Short-Term Investments | 5.0 | |||
| 100.0 | % | |||
| * | As a percentage of total investments. Please note that the Fund holdings are as of October 31, 2023 and are subject to change. |
See Notes to Financial Statements.
|
24 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
Statement of assets and liabilities
October 31, 2023
| Assets: | ||||
| Investments in unaffiliated securities, at value (Cost — $258,267,562) |
$ | 234,131,293 | ||
| Investments in affiliated securities, at value (Cost — $12,286,239) |
12,286,239 | |||
| Foreign currency, at value (Cost — $2) |
2 | |||
| Cash |
380,300 | |||
| Interest receivable |
4,324,548 | |||
| Receivable for securities sold |
2,823,817 | |||
| Deposits with brokers for OTC derivatives |
1,070,000 | |||
| Unrealized appreciation on forward foreign currency contracts |
821,460 | |||
| Deposits with brokers for open futures contracts |
816,972 | |||
| Dividends receivable from affiliated investments |
32,343 | |||
| Receivable for open OTC swap contracts |
1,896 | |||
| Prepaid expenses |
16,773 | |||
| Total Assets |
256,705,643 | |||
| Liabilities: | ||||
| Loan payable (Note 5) |
61,000,000 | |||
| Mandatory Redeemable Preferred Stock ($10 liquidation value per share; 5,000,000 shares issued and outstanding) (net of deferred offering costs of $272,774) (Note 6) |
49,727,226 | |||
| Unrealized depreciation on forward foreign currency contracts |
2,350,965 | |||
| Distributions payable to Common Shareholders |
1,343,347 | |||
| OTC swaps, at value (premiums received — $55,764) |
420,100 | |||
| Distributions payable to Mandatory Redeemable Preferred Stockholders |
372,923 | |||
| Interest expense payable |
316,217 | |||
| Investment management fee payable |
139,779 | |||
| Accrued foreign capital gains tax |
33,831 | |||
| Payable to brokers — net variation margin on open futures contracts |
32,001 | |||
| Directors’ fees payable |
4,748 | |||
| Accrued expenses |
190,067 | |||
| Total Liabilities |
115,931,204 | |||
| Total Net Assets Applicable to Common Shareholders | $ | 140,774,439 | ||
| Net Assets Applicable to Common Shareholders: | ||||
| Common stock par value ($0.001 par value; 16,791,836 shares issued and outstanding; 95,000,000 common shares authorized) |
$ | 16,792 | ||
| Paid-in capital in excess of par value |
247,084,128 | |||
| Total distributable earnings (loss) |
(106,326,481) | |||
| Total Net Assets Applicable to Common Shareholders | $ | 140,774,439 | ||
| Common Shares Outstanding | 16,791,836 | |||
| Net Asset Value Per Common Share | $8.38 | |||
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
25 |
For the Year Ended October 31, 2023
| Investment Income: | ||||
| Interest |
$ | 21,263,439 | ||
| Dividends from affiliated investments |
238,751 | |||
| Less: Foreign taxes withheld |
(130,060) | |||
| Total Investment Income |
21,372,130 | |||
| Expenses: | ||||
| Interest expense (Note 5) |
3,391,498 | |||
| Investment management fee (Note 2) |
2,257,360 | |||
| Distributions to Mandatory Redeemable Preferred Stockholders (Notes 1 and 6) |
1,815,003 | |||
| Amortization of preferred stock offering costs (Note 6) |
139,251 | |||
| Transfer agent fees |
105,855 | |||
| Commitment fees (Note 5) |
98,853 | |||
| Fund accounting fees |
94,971 | |||
| Legal fees |
60,762 | |||
| Audit and tax fees |
59,776 | |||
| Directors’ fees |
48,740 | |||
| Rating agency fees |
23,967 | |||
| Custody fees |
23,514 | |||
| Stock exchange listing fees |
12,506 | |||
| Shareholder reports |
10,754 | |||
| Insurance |
1,821 | |||
| Miscellaneous expenses |
39,670 | |||
| Total Expenses |
8,184,301 | |||
| Less: Fee waivers and/or expense reimbursements (Note 2) |
(458,166) | |||
| Net Expenses |
7,726,135 | |||
| Net Investment Income | 13,645,995 | |||
| Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4): |
| |||
| Net Realized Gain (Loss) From: |
||||
| Investment transactions in unaffiliated securities |
(15,937,874) | † | ||
| Futures contracts |
(1,097,111) | |||
| Swap contracts |
71,634 | |||
| Forward foreign currency contracts |
(5,991,929) | |||
| Foreign currency transactions |
100,464 | |||
| Net Realized Loss |
(22,854,816) | |||
| Change in Net Unrealized Appreciation (Depreciation) From: |
||||
| Investments in unaffiliated securities |
20,580,579 | ‡ | ||
| Futures contracts |
36,217 | |||
| Swap contracts |
(327,662) | |||
| Forward foreign currency contracts |
(3,717,388) | |||
| Foreign currencies |
(4,389) | |||
| Change in Net Unrealized Appreciation (Depreciation) |
16,567,357 | |||
| Net Loss on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions | (6,287,459) | |||
| Increase in Net Assets Applicable to Common Shareholders From Operations | $ | 7,358,536 | ||
| † | Net of foreign capital gains tax of $188,461. |
| ‡ | Net of change in accrued foreign capital gains tax of $(113,061). |
See Notes to Financial Statements.
|
26 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
Statements of changes in net assets
| For the Years Ended October 31, | 2023 | 2022 | ||||||
| Operations: | ||||||||
| Net investment income |
$ | 13,645,995 | $ | 13,225,983 | ||||
| Net realized loss |
(22,854,816) | (25,664,473) | ||||||
| Change in net unrealized appreciation (depreciation) |
16,567,357 | (40,324,987) | ||||||
| Increase (Decrease) in Net Assets Applicable to Common Shareholders From Operations |
7,358,536 | (52,763,477) | ||||||
| Distributions to Common Shareholders From (Note 1): | ||||||||
| Total distributable earnings |
(1,900,010) | (16,694,871) | ||||||
| Return of capital |
(14,891,826) | (1,272,393) | ||||||
| Decrease in Net Assets From Distributions to Common Shareholders |
(16,791,836) | (17,967,264) | ||||||
| Decrease in Net Assets Applicable to Common Shareholders |
(9,433,300) | (70,730,741) | ||||||
| Net Assets Applicable to Common Shareholders: | ||||||||
| Beginning of year |
150,207,739 | 220,938,480 | ||||||
| End of year |
$ | 140,774,439 | $ | 150,207,739 | ||||
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
27 |
For the Year Ended October 31, 2023
| Increase (Decrease) in Cash: | ||||
| Cash Flows from Operating Activities: | ||||
| Net increase in net assets applicable to common shareholders resulting from operations |
$ | 7,358,536 | ||
| Adjustments to reconcile net increase in net assets resulting from operations to net cash provided (used) by operating activities: |
||||
| Purchases of portfolio securities |
(128,125,945) | |||
| Sales of portfolio securities |
149,086,743 | |||
| Net purchases, sales and maturities of short-term investments |
(7,223,050) | |||
| Net amortization of premium (accretion of discount) |
(783,425) | |||
| Increase in receivable for securities sold |
(2,823,817) | |||
| Decrease in interest receivable |
469,287 | |||
| Increase in prepaid expenses |
(12,528) | |||
| Increase in dividends receivable from affiliated investments |
(15,375) | |||
| Decrease in principal paydown receivable |
109,870 | |||
| Decrease in receivable for open OTC swap contracts |
2,841 | |||
| Decrease in net premiums received for OTC swap contracts |
(47,697) | |||
| Decrease in receivable from brokers for OTC derivatives |
1,460,000 | |||
| Decrease in deposits from brokers for OTC derivatives |
(600,000) | |||
| Amortization of preferred stock offering costs |
139,251 | |||
| Decrease in investment management fee payable |
(15,200) | |||
| Increase in Directors’ fees payable |
281 | |||
| Increase in interest expense payable |
111,799 | |||
| Increase in accrued expenses |
21,912 | |||
| Increase in distributions payable to Mandatory Redeemable Preferred Stockholders |
3 | |||
| Decrease in payable to brokers — net variation margin on futures contracts |
(42,343) | |||
| Net realized loss on investments |
15,937,874 | |||
| Change in net unrealized appreciation (depreciation) of investments, OTC swap contracts and forward foreign currency contracts |
(16,535,529) | |||
| Net Cash Provided in Operating Activities* |
18,473,488 | |||
| Cash Flows from Financing Activities: | ||||
| Distributions paid on common stock (net of distributions payable) |
(16,959,754) | |||
| Net Cash Used by Financing Activities |
(16,959,754) | |||
| Net Increase in Cash and Restricted Cash | 1,513,734 | |||
| Cash and restricted cash at beginning of year | 753,540 | |||
| Cash and restricted cash at end of year | $ | 2,267,274 | ||
| * | Included in operating expenses is $3,378,282 paid for interest and commitment fees on borrowings and $1,815,000 paid for distributions to Mandatory Redeemable Preferred Stockholders. |
See Notes to Financial Statements.
|
28 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
The following table provides a reconciliation of cash (including foreign currency) and restricted cash reported within the Statement of Assets and Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows.
| October 31, 2023 | ||||
| Cash | $ | 380,302 | ||
| Restricted cash | 1,886,972 | |||
| Total cash and restricted cash shown in the Statement of Cash Flows | $ | 2,267,274 | ||
Restricted cash consists of cash that has been segregated to cover the Fund’s collateral or margin obligations under derivative contracts. It is separately reported on the Statement of Assets and Liabilities as Deposits with brokers.
See Notes to Financial Statements.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
29 |
| For a common share of capital stock outstanding throughout each year ended October 31: | ||||||||||||||||||||
| 20231 | 20221 | 20211 | 20201 | 20191 | ||||||||||||||||
| Net asset value, beginning of year | $8.95 | $13.16 | $13.35 | $14.46 | $12.34 | |||||||||||||||
| Income (loss) from operations: | ||||||||||||||||||||
| Net investment income |
0.81 | 0.79 | 0.75 | 0.65 | 0.82 | |||||||||||||||
| Net realized and unrealized gain (loss) |
(0.38) | (3.93) | (0.00) | 2 | (0.93) | 2.06 | ||||||||||||||
| Total income (loss) from operations |
0.43 | (3.14) | 0.75 | (0.28) | 2.88 | |||||||||||||||
| Less distributions to common shareholders from: | ||||||||||||||||||||
| Net investment income |
(0.11) | (0.99) | (0.67) | (0.84) | (0.76) | |||||||||||||||
| Return of capital |
(0.89) | (0.08) | (0.27) | — | — | |||||||||||||||
| Total distributions to common shareholders |
(1.00) | (1.07) | (0.94) | (0.84) | (0.76) | |||||||||||||||
| Anti-dilutive impact of tender offer |
— | — | — | 0.01 | 3 | — | ||||||||||||||
| Net asset value, end of year | $8.38 | $8.95 | $13.16 | $13.35 | $14.46 | |||||||||||||||
| Market price, end of year | $7.03 | $7.83 | $12.23 | $11.01 | $12.35 | |||||||||||||||
| Total return, based on NAV4,5 |
4.40 | % | (24.82) | % | 5.46 | % | (1.83) | % | 24.04 | % | ||||||||||
| Total return, based on Market Price6 |
1.71 | % | (28.37) | % | 19.70 | % | (4.41) | % | 28.29 | % | ||||||||||
| Net assets applicable to common shareholders, end of year (millions) | $141 | $150 | $221 | $224 | $304 | |||||||||||||||
| Ratios to average net assets: | ||||||||||||||||||||
| Gross expenses |
5.29 | % | 3.47 | % | 2.81 | % | 3.05 | %7 | 3.26 | % | ||||||||||
| Net expenses8,9 |
5.00 | 3.27 | 2.66 | 2.89 | 7 | 3.11 | ||||||||||||||
| Net investment income |
8.83 | 7.19 | 5.40 | 4.75 | 7 | 6.13 | ||||||||||||||
| Portfolio turnover rate | 51 | % | 32 | % | 49 | % | 61 | % | 55 | % | ||||||||||
| Supplemental data: | ||||||||||||||||||||
| Loan Outstanding, End of Year (000s) |
$61,000 | $61,000 | $60,000 | $60,000 | $100,000 | |||||||||||||||
| Asset Coverage Ratio for Loan Outstanding10 |
413 | % | 428 | % | 568 | % | 573 | % | 454 | % | ||||||||||
| Asset Coverage, per $1,000 Principal Amount of Loan Outstanding10 |
$4,127 | $4,282 | $5,682 | $5,735 | $4,536 | |||||||||||||||
| Weighted Average Loan (000s) |
$61,000 | $66,255 | $60,000 | $88,962 | $101,781 | |||||||||||||||
| Weighted Average Interest Rate on Loan |
5.48 | % | 1.78 | % | 0.79 | % | 1.50 | % | 3.03 | % | ||||||||||
| Mandatory Redeemable Preferred Stock at Liquidation Value, End of Year (000s) |
$50,000 | $50,000 | $60,000 | $60,000 | $50,000 | |||||||||||||||
| Asset Coverage Ratio for Mandatory Redeemable Preferred Stock11 |
227 | % | 235 | % | 284 | % | 287 | % | 302 | % | ||||||||||
| Asset Coverage, per $10 and/or $100,000 Liquidation Value per Share of Mandatory Redeemable Preferred Stock11 |
$23 | $24 | $284,115 | $286,740 | $302,410 | |||||||||||||||
See Notes to Financial Statements.
|
30 |
BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
| 1 | Per share amounts have been calculated using the average shares method. |
| 2 | Amount represents less than $0.005 or greater than $(0.005) per share. |
| 3 | The tender offer was completed at a price of $13.53 for 4,197,959 shares and $56,798,385 for the year ended October 31, 2020. |
| 4 | The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. |
| 5 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
| 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. |
| 7 | Included in the expense ratios are certain non-recurring legal and transfer agent fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 2.85% and 2.69%, respectively. |
| 8 | Reflects fee waivers and/or expense reimbursements. |
| 9 | The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. |
| 10 | Represents value of net assets plus the loan outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan outstanding at the end of the period. |
| 11 | Represents value of net assets plus the loan outstanding and mandatory redeemable preferred stock at the end of the period divided by the loan and mandatory redeemable preferred stock outstanding at the end of the period. |
See Notes to Financial Statements.
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1. Organization and significant accounting policies
BrandywineGLOBAL — Global Income Opportunities Fund Inc. (the “Fund”) was incorporated in Maryland on October 27, 2010 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to provide current income. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its assets in global fixed income securities.
The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. 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 typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will use the currency exchange rates, generally determined 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.
Pursuant to policies adopted by the Board of Directors, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s manager is assisted by the Global Fund Valuation Committee
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
(the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Fund’s manager and the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
| • | Level 1 — unadjusted quoted prices in active markets for identical investments |
| • | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| • | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
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Notes to financial statements (cont’d)
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:
| ASSETS | ||||||||||||||||
| Description | Quoted Prices (Level 1) |
Other Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | ||||||||||||
| Long-Term Investments†: | ||||||||||||||||
| Corporate Bonds & Notes |
— | $ | 127,108,001 | — | $ | 127,108,001 | ||||||||||
| Sovereign Bonds |
— | 73,092,678 | — | 73,092,678 | ||||||||||||
| Collateralized Mortgage Obligations |
— | 20,497,031 | — | 20,497,031 | ||||||||||||
| U.S. Government & Agency Obligations |
— | 9,479,237 | — | 9,479,237 | ||||||||||||
| Mortgage-Backed Securities |
— | 2,365,621 | — | 2,365,621 | ||||||||||||
| Convertible Bonds & Notes |
— | 1,588,725 | — | 1,588,725 | ||||||||||||
| Total Long-Term Investments | — | 234,131,293 | — | 234,131,293 | ||||||||||||
| Short-Term Investments† | $ | 12,286,239 | — | — | 12,286,239 | |||||||||||
| Total Investments | $ | 12,286,239 | $ | 234,131,293 | — | $ | 246,417,532 | |||||||||
| Other Financial Instruments: | ||||||||||||||||
| Forward Foreign Currency Contracts†† |
— | $ | 821,460 | — | $ | 821,460 | ||||||||||
| Total | $ | 12,286,239 | $ | 234,952,753 | — | $ | 247,238,992 | |||||||||
| LIABILITIES | ||||||||||||||||
| Description | Quoted Prices (Level 1) |
Other Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | ||||||||||||
| Other Financial Instruments: | ||||||||||||||||
| Futures Contracts†† |
$ | 1,168,721 | — | — | $ | 1,168,721 | ||||||||||
| Forward Foreign Currency Contracts†† |
— | $ | 2,350,965 | — | 2,350,965 | |||||||||||
| OTC Credit Default Swaps on Corporate Issues — Sell Protection‡ |
— | 420,100 | — | 420,100 | ||||||||||||
| Total | $ | 1,168,721 | $ | 2,771,065 | — | $ | 3,939,786 | |||||||||
| † | See Schedule of Investments for additional detailed categorizations. |
| †† | Reflects the unrealized appreciation (depreciation) of the instruments. |
| ‡ | Value includes any premium paid or received with respect to swap contracts. |
(b) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the Fund is required to deposit cash or securities with a broker in an amount equal to a certain percentage of the contract amount. This is known
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized appreciation or depreciation in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.
Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(c) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.
Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(d) Swap agreements. The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with other portfolio transactions. Swap agreements are privately negotiated in the over-the-counter market and may be entered into as a bilateral contract (“OTC Swaps”) or centrally cleared (“Centrally Cleared Swaps”). Unlike Centrally Cleared Swaps, the Fund has credit exposure to the counterparties of OTC Swaps.
In a Centrally Cleared Swap, immediately following execution of the swap, the swap agreement is submitted to a clearinghouse or central counterparty (the “CCP”) and the CCP becomes the ultimate counterparty of the swap agreement. The Fund is required to interface with the CCP through a broker, acting in an agency capacity. All payments are settled with the CCP through the broker. Upon entering into a Centrally Cleared Swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities.
Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). The daily change in valuation of Centrally Cleared Swaps, if any, is recorded as a net 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
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
35 |
Notes to financial statements (cont’d)
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, 2023, the total notional value of all credit default swaps to sell protection was $1,625,000. This amount would be offset by the value of the swap’s reference entity, upfront premiums received on the swap and any amounts received from the settlement of a credit default swap where the Fund bought protection for the same referenced security/entity.
For average notional amounts of swaps held during the year ended October 31, 2023, 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 potential amount of future payments (undiscounted) that the Fund could be required to make under a CDS 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
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
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 CDS agreements on corporate or sovereign issues are disclosed in the Schedule of Investments and serve as an indicator of the current status of the payment/ performance risk and represent the likelihood or risk of default for credit derivatives. For CDS 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. CDS are considered to have credit risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.
Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.
(e) 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 offset 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 offset between the lender and the borrower.
(f) Stripped securities. The Fund may invest in ‘‘Stripped Securities,’’ a term used collectively for components, or strips, of fixed income securities. Stripped Securities can be principal only securities (“PO”), which are debt obligations that have been stripped of unmatured interest coupons, or interest only securities (“IO”), which are unmatured interest coupons that have been stripped from debt obligations. The market value of Stripped Securities will fluctuate in response to changes in economic conditions, rates of prepayment, interest rates and the market’s perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable maturities that pay interest currently. The amount of fluctuation may increase with a longer period of maturity.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
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Notes to financial statements (cont’d)
The yield to maturity on IO’s is sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IO’s.
(g) 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 Statements of Changes in Net Assets and additional information on cash receipts and cash payments is presented in the Statement of Cash Flows.
(h) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(i) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
Investments in securities that are collateralized by real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.
(j) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or may 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 subadviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.
With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.
The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that govern over-the-counter (“OTC”) derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund net assets or net asset value per share over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
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Notes to financial statements (cont’d)
Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.
Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for OTC traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.
As of October 31, 2023, the Fund held forward foreign currency contracts and OTC credit default swaps with credit related contingent features which had a liability position of $2,771,065. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties. As of October 31, 2023, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $1,070,000, which could be used to reduce the required payment.
(l) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities) is recorded on the accrual basis. Amortization of premiums and accretion of discounts on debt securities are recorded to interest income over the lives of the respective securities, except for premiums on certain callable debt securities which are amortized to the earliest call date. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.
(m) Distributions to shareholders. Distributions to common shareholders from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. The actual source of the Fund’s monthly distributions may be from net investment income, return of capital or a combination of both. Common shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year. Distributions to common shareholders of net realized gains, if any, are declared at least annually. Pursuant to its Managed Distribution Policy, adopted by the Fund in August 2012, the Fund intends to make regular monthly distributions to common shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. Under the Fund’s Managed Distribution Policy, if, for any monthly distribution, the value of the Fund’s net investment income and net realized capital gain is less than the amount of the
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
distribution, the difference will be distributed from the Fund’s net assets (and may constitute a “return of capital”). The Board of Directors may modify, terminate or suspend the Managed Distribution Policy at any time, including when certain events would make part of the return of capital taxable to common shareholders. Any such modification, termination or suspension could have an adverse effect on the market price of the Fund’s shares. Distributions to common shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
Distributions to holders of Mandatory Redeemable Preferred Stock (“MRPS”) are accrued on a daily basis as described in Note 6 and are treated as an operating expense as required by GAAP. For tax purposes, the payments made to the holders of the Fund’s MRPS are treated as dividends or distributions. The character of distributions to MRPS holders made during the year may differ from their ultimate characterization for federal income tax purposes.
(n) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.
(o) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.
Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of October 31, 2023, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates. Realized gains upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. As of October 31, 2023, there were $33,831 of capital gains tax liabilities accrued on unrealized gains.
(p) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:
| Total Distributable Earnings (Loss) |
Paid-in Capital |
|||||||
| (a) | $ | 15,047 | $ | (15,047) | ||||
| (a) | Reclassifications are due to non-deductible offering costs and differences between actual and estimated information for the prior year related to the Fund’s return of capital distribution. |
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
41 |
Notes to financial statements (cont’d)
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) (effective November 30, 2023, renamed Franklin Templeton Fund Adviser, LLC) is the Fund’s investment manager and Brandywine Global Investment Management, LLC (“Brandywine Global”) is the Fund’s subadviser. LMPFA and Brandywine Global are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).
LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.85% of the Fund’s average daily managed assets. “Managed assets” means net assets plus the amount of any borrowing and assets attributable to any preferred stock that may be outstanding. LMPFA delegates to Brandywine Global the day-to-day portfolio management of the Fund. For its services, LMPFA pays Brandywine Global a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund.
During periods in which the Fund utilizes financial leverage, the fees paid to LMPFA will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Fund’s assets, including those investments purchased with leverage.
Effective June 1, 2022, LMPFA implemented a voluntary investment management fee waiver of 0.15% that continued until May 31, 2023. Effective June 1, 2023, LMPFA implemented a voluntary investment management fee waiver of 0.20% that will continue until May 31, 2024.
The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the “affiliated money market fund waivers”).
During the year ended October 31, 2023, fees waived and/or expenses reimbursed amounted to $458,166, which included an affiliated money market fund waiver of $4,324.
All officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund.
3. Investments
During the year ended October 31, 2023, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:
| Investments | U.S. Government & Agency Obligations |
|||||||
| Purchases | $ | 94,561,152 | $ | 33,564,793 | ||||
| Sales | 124,560,231 | 24,526,512 | ||||||
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
At October 31, 2023, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
| Cost/Premiums Paid (Received) |
Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Net Unrealized Depreciation |
|||||||||||||
| Securities | $ | 271,690,321 | $ | 2,084,996 | $ | (27,357,785) | $ | (25,272,789) | ||||||||
| Futures contracts | — | — | (1,168,721) | (1,168,721) | ||||||||||||
| Forward foreign currency contracts | — | 821,460 | (2,350,965) | (1,529,505) | ||||||||||||
| Swap contracts | (55,764) | — | (364,336) | (364,336) | ||||||||||||
4. Derivative instruments and hedging activities
Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at October 31, 2023.
| ASSET DERIVATIVES1 | ||||||||||||||||
| Foreign Exchange Risk |
||||||||||||||||
| Forward foreign currency contracts | $ | 821,460 | ||||||||||||||
| LIABILITY DERIVATIVES1 | ||||||||||||||||
| Interest Rate Risk |
Foreign Exchange Risk |
Credit Risk | Total | |||||||||||||
| Futures contracts2 | $ | 1,168,721 | — | — | $ | 1,168,721 | ||||||||||
| Forward foreign currency contracts | — | $ | 2,350,965 | — | 2,350,965 | |||||||||||
| OTC swap contracts3 | — | — | $ | 420,100 | 420,100 | |||||||||||
| Total | $ | 1,168,721 | $ | 2,350,965 | $ | 420,100 | $ | 3,939,786 | ||||||||
| 1 | Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for liability derivatives is payables/net unrealized depreciation. |
| 2 | Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only net variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities. |
| 3 | Values include premiums paid (received) on swap contracts which are shown separately in the Statement of Assets and Liabilities. |
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Notes to financial statements (cont’d)
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, 2023. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in net unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.
| AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED | ||||||||||||||||||||
| Interest Rate Risk |
Foreign Exchange Risk |
Credit Risk |
Equity Risk |
Total | ||||||||||||||||
| Futures contracts | $ | (1,862,615) | — | — | $ | 765,504 | $ | (1,097,111) | ||||||||||||
| Swap contracts | — | — | $ | 71,634 | — | 71,634 | ||||||||||||||
| Forward foreign currency contracts | — | $ | (5,991,929) | — | — | (5,991,929) | ||||||||||||||
| Total | $ | (1,862,615) | $ | (5,991,929) | $ | 71,634 | $ | 765,504 | $ | (7,017,406) | ||||||||||
| CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED | ||||||||||||||||
| Interest Rate Risk |
Foreign Exchange Risk |
Credit Risk |
Total | |||||||||||||
| Futures contracts | $ | 36,217 | — | — | $ | 36,217 | ||||||||||
| Swap contracts | — | — | $ | (327,662) | (327,662) | |||||||||||
| Forward foreign currency contracts | — | $ | (3,717,388) | — | (3,717,388) | |||||||||||
| Total | $ | 36,217 | $ | (3,717,388) | $ | (327,662) | $ | (4,008,833) | ||||||||
During the year ended October 31, 2023, the volume of derivative activity for the Fund was as follows:
| Average Market Value |
||||
| Futures contracts (to buy) | $ | 29,834,541 | ||
| Futures contracts (to sell)† | 1,901,694 | |||
| Forward foreign currency contracts (to buy) | 90,454,852 | |||
| Forward foreign currency contracts (to sell) | 150,554,083 | |||
| Average Notional Balance |
||||
| Credit default swap contracts (sell protection) | $ | 2,685,000 | ||
| † | At October 31, 2023, there were no open positions held in this derivative. |
The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of October 31, 2023.
| Counterparty | Gross Assets Subject to Master Agreements1 |
Gross Liabilities Subject to Master Agreements1 |
Net Assets (Liabilities) Subject to Master Agreements |
Collateral Pledged (Received)2,3 |
Net Amount4,5 |
|||||||||||||
| Barclays Bank PLC | $ | 105,315 | $ | (280) | $ 105,035 | — | $ | 105,035 | ||||||||||
| Citibank N.A. | — | (197,720) | (197,720) | — | (197,720) | |||||||||||||
| HSBC Securities Inc. | — | (317,074) | (317,074) | — | (317,074) | |||||||||||||
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
| Counterparty (cont’d) | Gross Assets Subject to Master Agreements1 |
Gross Liabilities Subject to Master Agreements1 |
Net Assets (Liabilities) Subject to Master Agreements |
Collateral Pledged (Received)2,3 |
Net Amount4,5 |
|||||||||||||||
| JPMorgan Chase & Co. | $ | 715,044 | $ | (1,570,655) | $(855,611) | $ | 540,000 | $ | (315,611) | |||||||||||
| Morgan Stanley & Co. Inc. | — | (685,336) | (685,336) | 530,000 | (155,336) | |||||||||||||||
| Standard Chartered PLC | 1,101 | — | 1,101 | — | 1,101 | |||||||||||||||
| Total | $ | 821,460 | $ | (2,771,065) | $ | (1,949,605) | $ | 1,070,000 | $ | (879,605) | ||||||||||
| 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 | Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized. |
| 5 | Represents the net amount receivable (payable) from (to) the counterparty in the event of default. |
5. Loan
The Fund has a Master Margin Loan Agreement (the “BNYM Credit Agreement”) with The Bank of New York Mellon (“BNYM”) as lender. The BNYM Credit Agreement provides for borrowings in an aggregate principal amount of up to $100,000,000, subject to the terms and conditions therein. Each loan under the BNYM Credit Agreement constitutes an open commitment by BNYM terminable upon 180 days’ notice by the Fund or BNYM. The Fund pays interest on borrowings calculated based on the Overnight Bank Funding Rate plus applicable margin. The Overnight Bank Funding Rate is a volume weighted median measure of U.S. dollar funding costs for U.S. based banks calculated using both federal funds transactions and overnight eurodollar time deposits. The Fund pays a commitment fee on the unutilized portion of the loan commitment amount at an annual rate of 0.25% except that no commitment fee is accrued when the aggregate outstanding balance of the loan is equal to or greater than 75% of the margin loan commitment amount. 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 BNYM. The BNYM Credit Agreement contains certain 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 BNYM 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 the BNYM Credit Agreement for the year ended October 31, 2023 was $3,391,498. For the year ended October 31, 2023, the Fund incurred commitment fees of $98,853. For the year ended October 31, 2023, the average daily loan balance was $61,000,000 and the weighted average interest rate was 5.48%. At October 31, 2023, the Fund had $61,000,000 of borrowings outstanding.
6. Mandatory redeemable preferred stock
On December 30, 2019, the Fund completed a private placement of $50,000,000 fixed rate Mandatory Redeemable Preferred Stock (”MRPS”). Net proceeds from the offering were
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Notes to financial statements (cont’d)
used, in part, to refinance leverage provided by redeemed MRPS. Offering costs incurred by the Fund in connection with the MRPS issuance are being amortized to expense over the respective life of each series of MRPS. Series D MRPS were issued with a Term Redemption date of December 30, 2024 and Series E MRPS were issued with a Term Redemption date of December 30, 2026.
The table below summarizes the key terms of each series of the MRPS at October 31, 2023.
| Series | Term Redemption Date |
Rate | Shares | Liquidation Preference Per Share |
Aggregate Liquidation Value |
Estimated Fair Value |
||||||||||||||||||
| Series D | 12/30/2024 | 3.55 | % | 2,500,000 | $ | 10 | $ | 25,000,000 | $ | 24,059,015 | ||||||||||||||
| Series E | 12/30/2026 | 3.71 | % | 2,500,000 | 10 | 25,000,000 | 22,763,983 | |||||||||||||||||
| $ | 50,000,000 | $ | 46,822,998 | |||||||||||||||||||||
The MRPS are not listed on any exchange or automated quotation system. The estimated fair value of the MRPS was calculated, for disclosure purposes, based on estimated market yields and credit spreads for comparable instruments with similar maturity, terms and structure. The MRPS are categorized as Level 3 within the fair value hierarchy.
Holders of MRPS are entitled to receive quarterly cumulative cash dividends payable on the first business day following each quarterly dividend date (February 15, May 15, August 15 and November 15). In the event of a rating downgrade of any series of the MRPS below “A” by Fitch Ratings Inc., the applicable dividend rate will increase, according to a predetermined schedule, by 0.5% to 4.0%.
The MRPS rank senior to the Fund’s outstanding common stock and on parity with any other preferred stock. The Fund may, at its option, redeem the MRPS, in whole or in part, at the liquidation preference amount plus all accumulated but unpaid dividends plus the make-whole amount equal to the discounted value of the remaining scheduled payments. If the Fund fails to maintain a total leverage (debt and preferred stock) asset coverage ratio of at least 225% or is in default of specified rating agency requirements, the MRPS are subject to mandatory redemption under certain provisions.
The Fund may not declare dividends or make other distributions on shares of its common stock unless the Fund has declared and paid full cumulative dividends on the MRPS, due on or prior to the date of the common stock dividend or distribution, and meets the MRPS asset coverage and rating agency requirements.
The holders of the MRPS have one vote per share and vote together with the holders of common stock of the Fund as a single class except on matters affecting only the holders of MRPS or the holders of common stock. Pursuant to the 1940 Act, holders of the MRPS have the right to elect two Directors of the Fund, voting separately as a class.
7. Distributions to common shareholders subsequent to October 31, 2023
The following distributions to common shareholders have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report:
| Record Date | Payable Date | Amount | ||||||
| 10/24/2023 | 11/1/2023 | $ | 0.0800 | |||||
| 11/22/2023 | 12/1/2023 | $ | 0.0800 | |||||
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
| Record Date | Payable Date | Amount | ||||||
| 12/21/2023 | 12/29/2023 | $ | 0.0800 | |||||
| 1/24/2024 | 2/1/2024 | $ | 0.0800 | |||||
| 2/22/2024 | 3/1/2024 | $ | 0.0800 | |||||
8. Stock repurchase program
On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the years ended October 31, 2023 and October 31, 2022, the Fund did not repurchase any shares.
Since the commencement of the stock repurchase program through October 31, 2023, the Fund repurchased 86,958 shares or 0.41% of its common shares outstanding for a total amount of $1,165,853.
9. Transactions with affiliated company
As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended October 31, 2023. The following transactions were effected in such company for the year ended October 31, 2023.
| Affiliate Value at October 31, 2022 |
Purchased | Sold | Realized Gain (Loss) |
Dividend Income |
Net Increase (Decrease) in Unrealized Appreciation (Depreciation) |
Affiliate Value at October 31, 2023 |
||||||||||||||||||||||||||||||
| Cost | Shares | Proceeds | Shares | |||||||||||||||||||||||||||||||||
| Western Asset Premier Institutional U.S. Treasury Reserves, Premium Shares | $ | 7,472,789 | $ | 117,254,862 | 117,254,862 | $ | 112,441,412 | 112,441,412 | — | $ | 238,751 | — | $ | 12,286,239 | ||||||||||||||||||||||
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Notes to financial statements (cont’d)
10. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended October 31, was as follows:
| 2023 | 2022 | |||||||
| Distributions paid from: | ||||||||
| Ordinary income: | ||||||||
| Common shareholders | $ | 1,900,010 | $ | 16,694,871 | ||||
| Mandatory redeemable preferred shares | 1,815,003 | 1,917,980 | ||||||
| Total taxable distributions | $ | 3,715,013 | $ | 18,612,851 | ||||
| Return of capital: | ||||||||
| Common shareholders | $ | 14,891,826 | $ | 1,272,393 | ||||
| Total tax return of capital | $ | 14,891,826 | $ | 1,272,393 | ||||
| Total distributions paid | $ | 18,606,839 | $ | 19,885,244 | ||||
As of October 31, 2023, the components of distributable earnings (loss) on a tax basis were as follows:
| Deferred capital losses* | $ | (76,240,001) | ||
| Other book/tax temporary differences(a) | (1,691,095) | |||
| Unrealized appreciation (depreciation)(b) | (28,395,385) | |||
| Total distributable earnings (loss) — net | $ | (106,326,481) |
| * | These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains. |
| (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 futures and foreign currency contracts, the difference between cash and accrual basis distributions paid 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 other book/tax basis adjustments. |
11. Recent accounting pronouncement
In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021 and December 2022, the FASB issued ASU No. 2021-01 and ASU No. 2022-06, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank-offered based reference rates as of the end of 2021 for certain LIBOR settings and 2023 for the remainder. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2024. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
12. Other matter
The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which was the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the U.K. Financial Conduct Authority (“FCA”) announced its intention to cease compelling banks to provide the quotations needed to sustain LIBOR after 2021. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. In connection with the global transition away from LIBOR led by regulators and market participants, LIBOR is no longer published on a representative basis. Alternative references rates have been established in most major currencies. In March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board effectively automatically replaced the USD LIBOR benchmark in the contract upon LIBOR’s cessation at the end of June 2023. The recommended benchmark replacement is based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. Various industry groups are in the process of facilitating the transition away from LIBOR, but there remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
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Report of independent registered public accounting firm
To the Board of Directors and Shareholders of BrandywineGLOBAL — Global Income Opportunities Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BrandywineGLOBAL — Global Income Opportunities Fund Inc. (the “Fund”) as of October 31, 2023, the related statements of operations and cash flows for the year ended October 31, 2023, the statement of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2023, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2023 and the financial highlights for each of the five years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
December 20, 2023
We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2023 Annual Report |
Board approval of management and subadvisory agreements (unaudited)
Background
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of BrandywineGLOBAL — Global Income Opportunities Fund Inc. (the “Fund”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management agreement (the “Management Agreement”) between the Fund and the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and Brandywine Global Investment Management, LLC (the “Sub-Adviser”), an affiliate of the Manager, with respect to the Fund.
At an in-person meeting (the “Contract Renewal Meeting”) held on May 9-10, 2023, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreement for an additional one-year period. To assist in its consideration of the renewal of each of the Management Agreement and the Sub-Advisory Agreement, the Board received and considered extensive information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Manager and the Sub-Adviser, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board’s purview (the “Franklin Templeton/Legg Mason Closed-end Funds”), certain portions of which are discussed below.
A presentation made by the Manager and the Sub-Adviser to the Board at the Contract Renewal Meeting in connection with the Board’s evaluation of each of the Management Agreement and the Sub-Advisory Agreement encompassed the Fund and other Franklin Templeton/Legg Mason Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and the Sub-Adviser to the Fund. The Board’s evaluation took into account the information received throughout the year and also reflected the knowledge and experience gained as members of the Boards of the Fund and other Franklin Templeton/Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and the Sub-Adviser. The information received and considered by the Board (including its various committees) in conjunction with both the Contract Renewal Meeting and throughout the year was both written and oral. The contractual arrangements discussed below are the product of multiple years of review and negotiation and information received and considered by the Board during each of those years.
At a meeting held on April 18, 2023, the Independent Directors, in preparation for the Contract Renewal Meeting, met in a private session with their independent legal counsel to
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Board approval of management and subadvisory agreements (unaudited) (cont’d)
review the Contract Renewal Information regarding the Franklin Templeton/Legg Mason Closed-end Funds, including the Fund, received to date. No representatives of the Manager or the Sub-Adviser participated in this meeting. Following the April 18, 2023 meeting, the Independent Directors submitted certain questions and requests for additional information to Fund management. The Independent Directors also met in private sessions with their independent legal counsel to consider the Contract Renewal Information and Fund management’s responses to the Independent Directors’ questions and requests for additional information in advance of and during the Contract Renewal Meeting. The discussion below reflects all of these reviews.
The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and the Sub-Adviser provides the Fund with investment sub-advisory services pursuant to the Sub-Advisory Agreement. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and the investment sub-advisory functions being rendered by the Sub-Adviser pursuant to the Sub-Advisory Agreement.
Board Approval of Management Agreement and Sub-Advisory Agreement
The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Directors received a memorandum discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreement. The Independent Directors considered the Management Agreement and Sub-Advisory Agreement separately during the course of their review. In doing so, they noted the respective roles of the Manager and the Sub-Adviser in providing services to the Fund.
In approving the continuation of the Management Agreement and Sub-Advisory Agreement, the Board, including the Independent Directors, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the continuation of the Management Agreement and the Sub-Advisory Agreement. Each Director may have attributed different weight to the various factors in evaluating the Management Agreement and the Sub-Advisory Agreement.
After considering all relevant factors and information, the Board, exercising its reasonable business judgment, determined that the continuation of the Management Agreement and Sub-Advisory Agreement were in the best interests of the Fund’s shareholders and approved the continuation of each such agreement for an additional one-year period.
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. |
Nature, Extent and Quality of the Services under the Management Agreement and Sub-Advisory Agreement
The Board received and considered Contract Renewal Information regarding the nature, extent, and quality of services provided to the Fund by the Manager and the Sub-Adviser under the Management Agreement and the Sub-Advisory Agreement, respectively, during the past year. The Board noted information received at regular meetings throughout the year related to the services provided by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Sub-Adviser and the Fund’s other service providers. The Board observed that the scope of services provided by the Manager and the Sub-Adviser, and of the undertakings required of the Manager and Sub-Adviser in connection with those services, including maintaining and monitoring their respective compliance programs as well as the Fund’s compliance programs, had expanded over time as a result of regulatory, market and other developments. The Board also noted that on a regular basis it received and reviewed information from the Manager and the Sub-Adviser regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the risks Fund borne by the Manager, the Sub-Adviser and their respective affiliates on behalf of the Fund, including entrepreneurial, operational, reputational, litigation and regulatory risks, as well as the Manager’s and the Sub-Adviser’s risk management processes.
The Board reviewed the qualifications, backgrounds, and responsibilities of the Manager’s senior personnel and the Sub-Adviser’s portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources of Franklin Resources, Inc., the parent organization of the Manager and the Sub-Adviser. The Board recognized the importance of having a fund manager with significant resources.
The Board considered the division of responsibilities between the Manager and the Sub-Adviser under the Management Agreement and the Sub-Advisory Agreement, respectively, including the Manager’s coordination and oversight of the services provided to the Fund by the Sub-Adviser and other fund service providers. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of the delegee.
In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreement, the Board took into account that Fund stockholders, in pursuing their investment goals and objectives, may have purchased their shares of the Fund based upon the reputation and the investment style, philosophy and strategy of the Manager and the Sub-Adviser, as well as the resources available to the Manager and the Sub-Adviser.
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Board approval of management and subadvisory agreements (unaudited) (cont’d)
The Board concluded that, overall, the nature, extent, and quality of the management and other services provided (and expected to be provided) to the Fund, under the Management Agreement and the Sub-Advisory Agreement were satisfactory.
Fund Performance
The Board received and considered information regarding Fund performance, including information and analyses (the “Broadridge Performance Information”) for the Fund, as well as for a group of comparable funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third-party provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that while the Board found the Broadridge Performance Information generally useful, they recognized its limitations, including that the data may vary depending on the end date selected, and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Board also noted that Board members had received and discussed with the Manager and the Sub-Adviser information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against the Fund’s peers. In addition, the Board considered the Fund’s performance in view of overall financial market conditions.
The Broadridge Performance Information comparing the Fund’s performance to that of its Performance Universe, consisting of the Fund and all leveraged closed-end global income funds classified by Broadridge, regardless of asset size, showed, among other data, that based on net asset value per share, the Fund’s performance was below the median for the 1-, 3- and 10-year periods ended December 31, 2022, and was equal to the median for the 5-year period ended December 31, 2022. The Board noted the explanations from the Manager and the Sub-Adviser regarding the Fund’s relative performance versus the Performance Universe for the various periods.
Based on the reviews and discussions of Fund performance and considering other relevant factors, including an agreement at the Contract Renewal Meeting by the Manager to increase the current voluntary fee waiver of 0.15% to 0.20% through May 31, 2024 (the “Fee Waiver”) and other factors noted above, the Board concluded, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreement for an additional one-year period would be consistent with the interests of the Fund and its stockholders.
Management and Sub-Advisory Fees and Expense Ratios
The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) and the actual management fee (the “Actual Management Fee”) payable by the Fund to the Manager under the Management Agreement and the sub-advisory fee (the “Sub-Advisory Fee”) payable by the Manager to the Sub-Adviser under the
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Sub-Advisory Agreement in view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Adviser, respectively. The Board noted that the Sub-Advisory Fee is paid by the Manager, not the Fund, and, accordingly, that the retention of the Sub-Adviser does not increase the fees or expenses otherwise incurred by the Fund’s stockholders.
In addition, the Board received and considered information and analyses prepared by Broadridge (the “Broadridge Expense Information”) comparing the Contractual Management Fee and the Actual Management Fee and the Fund’s total actual expenses with those of funds in an expense group (the “Expense Group”), as well as a broader group of funds, each selected and provided by Broadridge. The comparison was based upon the constituent funds’ latest fiscal years. It was noted that while the Board found the Broadridge Expense Information generally useful, they recognized its limitations, including that the data may vary depending on the selection of the peer group.
The Broadridge Expense Information showed that the Fund’s Contractual Management Fee was below the median. The Broadridge Expense Information also showed that the Fund’s Actual Management Fee was above the median compared on the basis of common share assets and below the median compared on the basis of leveraged assets. The Broadridge Expense Information also showed that the Fund’s actual total expenses were above the median based on both common share assets and leveraged assets. The Board took into account management’s discussion of the Fund’s expenses and noted the limited size of the Expense Group. The Board also considered the Manager’s agreement to continue the Fee Waiver for an additional year.
The Board also reviewed Contract Renewal Information regarding fees charged by the Manager and/or the Sub-Adviser to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Manager reviewed with the Board the differences in services provided to these different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers, and that the Fund is subject not only to heightened regulatory requirements relative to institutional clients but also to requirements for listing on the New York Stock Exchange, and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Board considered the fee comparisons in view of the different services provided in managing these other types of clients and funds.
The Board considered the overall management fee, the fees of the Sub-Adviser and the amount of the management fee retained by the Manager after payment of the subadvisory fee in each case in view of the services rendered for those amounts. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
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55 |
Board approval of management and subadvisory agreements (unaudited) (cont’d)
Taking all of the above into consideration, as well as the factors identified below, the Board determined that the management fee and the Sub-Advisory Fee were reasonable in view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Adviser to the Fund under the Management Agreement and the Sub-Advisory Agreement, respectively.
Manager Profitability
The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended September 30, 2022 and September 30, 2021. The Board also received profitability information with respect to the Franklin Templeton/Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies used in preparing such profitability data. It was noted that the allocation methodologies had been reviewed by an outside consultant. The profitability to the Sub-Adviser was not considered to be a material factor in the Board’s considerations since the Sub-Advisory Fee is paid by the Manager, not the Fund, although the Board noted the affiliation of the Manager with the Sub-Adviser. The profitability of the Manager and its affiliates was considered by the Board to be reasonable in view of the nature, extent and quality of services provided to the Fund.
Economies of Scale
The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted that because the Fund is a closed-end fund it has limited ability to increase its assets. The Board determined that the management fee structure was appropriate under the circumstances. For similar reasons as stated above with respect to the Sub-Adviser’s profitability and the costs of the Sub-Adviser’s provision of services, the Board did not consider the potential for economies of scale in the Sub-Adviser’s management of the Fund to be a material factor in the Board’s consideration of the Sub-Advisory Agreement.
Other Benefits to the Manager and the Sub-Adviser
The Board considered other benefits received by the Manager, the Sub-Adviser and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to the Fund’s shareholders. In view of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Sub-Adviser to the Fund, the Board considered that the ancillary benefits that the Manager and its affiliates, including the Sub-Adviser, were reasonable.
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Additional information (unaudited)
Information about Directors and Officers
The business and affairs of BrandywineGLOBAL — 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 Jane Trust, Franklin Templeton, 280 Park Avenue, 8th Floor, New York, New York 10017.
Information pertaining to the Directors and officers of the Fund is set forth below. The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.
| Independent Directors† | ||
| Robert D. Agdern | ||
| Year of birth | 1950 | |
| Position(s) held with Fund1 | Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III | |
| Term of office1 and length of time served | Since 2015 | |
| Principal occupation(s) during the past five years | Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC) | |
| Number of portfolios in fund complex overseen by Director (including the Fund) | 18 | |
| Other board memberships held by Director during the past five years | None | |
| Carol L. Colman | ||
| Year of birth | 1946 | |
| Position(s) held with Fund1 | Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class I | |
| Term of office1 and length of time served | Since 2011 | |
| Principal occupation(s) during the past five years | President, Colman Consulting Company (consulting) | |
| Number of portfolios in fund complex overseen by Director (including the Fund) | 18 | |
| Other board memberships held by Director during the past five years | None | |
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Additional information (unaudited) (cont’d)
Information about Directors and Officers
| Independent Directors† (cont’d) | ||
| Daniel P. Cronin | ||
| Year of birth | 1946 | |
| Position(s) held with Fund1 | Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class I | |
| Term of office1 and length of time served | Since 2011 | |
| Principal occupation(s) during the 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) | 18 | |
| Other board memberships held by Director during the past five years | None | |
| Paolo M. Cucchi | ||
| Year of birth | 1941 | |
| Position(s) held with Fund1 | Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I | |
| Term of office1 and length of time served | Since 2011 | |
| Principal occupation(s) during the past five years | Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014) at Drew University | |
| Number of portfolios in fund complex overseen by Director (including the Fund) | 18 | |
| Other board memberships held by Director during the past five years | None | |
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| Independent Directors† (cont’d) | ||
| Eileen A. Kamerick | ||
| Year of birth | 1958 | |
| Position(s) held with Fund1 | Lead Independent Director and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees, Class III | |
| Term of office1 and length of time served | Since 2013 | |
| Principal occupation(s) during the past five years | Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship Certification since 2019) and NACD 2022 Directorship 100 honoree; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, University of Iowa College of Law (since 2007); formerly, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012) | |
| Number of portfolios in fund complex overseen by Director (including the Fund) | 18 | |
| Other board memberships held by Director during the past five years | Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); formerly, Director of Hochschild Mining plc (precious metals company) (2017 to 2023); Director of Associated Banc-Corp (financial services company) (since 2007); formerly Trustee of AIG Funds and Anchor Series Trust (2018 to 2021) | |
| Nisha Kumar | ||
| Year of birth | 1970 | |
| Position(s) held with Fund1 | Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of the Audit Committee, Class II | |
| Term of office1 and length of time served | Since 2019 | |
| Principal occupation(s) during the past five years | Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011 to 2021); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009); Member of the Council of Foreign Relations | |
| Number of portfolios in fund complex overseen by Director (including the Fund) | 18 | |
| Other board memberships held by Director during the past five years | Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018) | |
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Additional information (unaudited) (cont’d)
Information about Directors and Officers
| Interested Director and Officer | ||
| Jane Trust, CFA2 | ||
| Year of birth | 1962 | |
| Position(s) held with Fund1 | Director, Chairman, President and Chief Executive Officer, Class II | |
| Term of office1 and length of time served | Since 2015 | |
| Principal occupation(s) during the past five years | Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 123 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and Senior Vice President of LMPFA (2015) | |
| Number of portfolios in fund complex overseen by Director (including the Fund) | 123 | |
| Other board memberships held by Director during the past five years | None | |
| Additional Officers | ||
| Fred Jensen Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017 |
||
| Year of birth | 1963 | |
| Position(s) held with Fund1 | Chief Compliance Officer | |
| Term of office1 and length of time served | Since 2020 | |
| Principal occupation(s) during the past five years | Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker-dealer) (2000 to 2003) | |
| Marc A. De Oliveira Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT 06902 | ||
| Year of birth | 1971 | |
| Position(s) held with Fund1 | Secretary and Chief Legal Officer | |
| Term of office1 and length of time served | Since 2023 | |
| Principal occupation(s) during the past five years | Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain funds associated with Legg Mason & Co. or its affiliates since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020) | |
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| Additional Officers (cont’d) | ||
| Thomas C. Mandia Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT 06902 |
||
| Year of birth | 1962 | |
| Position(s) held with Fund1 | Senior Vice President | |
| Term of office1 and length of time served | Since 2022 | |
| Principal occupation(s) during the past five years | Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020) and Assistant Secretary of certain funds in the fund complex (2006 to 2022) | |
| Christopher Berarducci Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017 |
||
| Year of birth | 1974 | |
| Position(s) held with Fund1 | Treasurer and Principal Financial Officer | |
| Term of office1 and length of time served | Since 2019 | |
| Principal occupation(s) during the past five years | Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co. | |
| Jeanne M. Kelly Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017 |
||
| Year of birth | 1951 | |
| Position(s) held with Fund1 | Senior Vice President | |
| Term of office1 and length of time served | Since 2011 | |
| Principal occupation(s) during the past five years | U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015) | |
| † | Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). |
| 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 2025, year 2026 and year 2024, respectively, or thereafter in each case when their respective successors are duly elected and |
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Additional information (unaudited) (cont’d)
Information about Directors and Officers
| qualified. The Fund’s executive officers are chosen each year, to hold office until their successors are duly elected and qualified. |
| 2 | Ms. Trust is an “interested person” of the Fund as defined in the 1940 Act because Ms. Trust is an officer of LMPFA and certain of its affiliates. |
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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.
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63 |
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:
Franklin Resources Inc.
Compliance Department
280 Park Ave, 8th Floor
New York, NY 10017
Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.
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Summary of information regarding the Fund (unaudited)
Investment Objectives
The Fund’s primary investment objective is to provide current income. As a secondary investment objective, the Fund will seek capital appreciation.
Principal Investment Policies and Strategies
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its Managed Assets (as defined herein) 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 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 55% 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 non-rated securities determined to be of comparable quality; provided however, that the quality of a security will be based on the highest rating it receives. Moreover, the Fund will not invest more than 10% of its Managed Assets in CCC or below rated securities, including non-rated securities determined to be of comparable quality by Brandywine.
In addition, under normal market conditions, at least 40% of the Fund’s Managed Assets will be invested in non-U.S. countries or currencies.
The Fund may also invest up to 20% of its Managed Assets in common or preferred stocks of U.S. and non-U.S. issuers.
Furthermore, the Fund may invest up to 20% of its Managed Assets in non-agency residential and commercial mortgage backed securities. The Fund will not invest more than 15% of its Managed Assets in non-agency residential and commercial mortgage backed securities that are rated below investment grade. The Fund will not invest in collateralized loan obligations or collateralized debt obligations.
The Fund may invest up to 20% of its Managed Assets in securities that, at the time of investment, are considered illiquid securities.
With respect to corporate bonds in the Fund, no more than 5% of the Fund’s Managed Assets may be invested in any one issuer of such bonds.
The Fund may use currency derivative instruments to gain exposure to or hedge its exposure to non-U.S. currency. The Fund may also use derivative instruments to gain exposure to or hedge its exposure to fixed-income securities primarily through the use of credit default swaps but may also use other derivative instruments. The Fund may invest without
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65 |
Summary of information regarding the Fund (unaudited) (cont’d)
limitation in derivative instruments related to currencies, including options contracts, futures contracts, options on futures contracts, forward contracts and swap agreements and combinations thereof. Under normal market conditions, the notional value of the Fund’s derivatives will not exceed 100% of the Fund’s Managed Assets when used to hedge the U.S. dollar, 65% of the Fund’s Managed Assets when resulting in non-U.S. dollar currency exposure and 25% of the Fund’s Managed Assets for non-currency derivatives.
The Fund may enter into various interest rate transactions, such as interest rate swaps and the purchase or sale of interest rate caps and floors. The Fund may enter into, among other things, fixed-for-floating rate swaps in the same currency, fixed-for-floating rate swaps in different currencies, floating-for-floating rate swaps in the same currency, floating-for-floating rate swaps in different currencies, or fixed-for-fixed rate swaps in different currencies. The Fund may enter into total return swaps. The Fund may enter into these transactions to hedge the value of the Fund’s portfolio to seek to increase its return, to preserve a return or spread on a particular investment or portion of its portfolio, or for investment purposes.
The Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer and the bank or broker-dealer agrees to repurchase the security at the Fund’s cost plus interest within a specified time.
The Fund may lend its portfolio securities so long as the terms and the structure of such loans are not inconsistent with the requirements of the 1940 Act.
Principal Risk Factors
The Fund is a non-diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. Your Common Stock at any point in time may be worth less than you invested, even after taking into account the reinvestment of Fund dividends and distributions.
Investment and Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in the Common Stock represents an indirect investment in the fixed income securities and other investments owned by the Fund, most of which could be purchased directly. The value of the Fund’s portfolio securities may move up or down, sometimes rapidly and unpredictably. At any point in time, your Common Stock may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.
Below Investment Grade (High-Yield or Junk Bond) Securities Risk. Under normal market conditions, no more than 55% of the Fund’s Managed Assets may be rated below investment grade, which include securities that, at the time of investment, are rated Ba1 or
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lower by Moody’s, BB+ or lower by S&P, or BB+ or lower by Fitch (commonly known as “high-yield” or “junk”), by a nationally recognized NRSRO or determined to be of comparable quality; provided however, that the quality of a security will be based on the highest rating it receives. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.
Non-U.S. Government, or Sovereign, Debt Securities Risk. The Fund invests in non-U.S. government, or sovereign, debt securities. Non-U.S. government, or sovereign, debt securities involve many of the risks of foreign and emerging markets investments as well as the risk of debt moratorium, repudiation or renegotiation, and the Fund may be unable to enforce its rights against the issuers. Sovereign debt risk is increased for emerging market issuers.
Fixed Income Securities Risk. In addition to the risks described elsewhere in this section with respect to valuations and liquidity, fixed income securities, including high-yield securities, are also subject to certain risks, including:
| • | Issuer Risk. The value of fixed income securities may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods and services. |
| • | Interest Rate Risk. The market price of the Fund’s investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The magnitude of these fluctuations in the market price of fixed income securities is generally greater for securities with longer maturities. Additionally, such risk may be greater during the current period of historically low interest rates. Fluctuations in the market price of the Fund’s securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Fund’s exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful. |
| • | Prepayment Risk. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest |
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Summary of information regarding the Fund (unaudited) (cont’d)
| the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Fund’s income and distributions to stockholders. This is known as prepayment or “call” risk. Debt securities frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met. An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. |
| • | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed income securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the Fund’s Common Stock price, its distributions or its overall return. |
Credit Risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or its credit is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by a default, downgrade or perceived decline in creditworthiness.
Foreign Securities and Emerging Markets Risk. A fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S. companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. In addition, the Fund’s investments in foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or
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proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.
The risks of foreign investment are greater for investments in emerging markets. The Fund considers an investment to be in an emerging market if the local currency long-term debt rating assigned by all NRSROs to debt issued by that country is below A-. Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading volumes may result in a lack of liquidity and in price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.
Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. The Fund may be unable or may choose not to hedge its foreign currency exposure.
Derivatives Risk. The Fund may utilize a variety of derivative instruments for hedging and investment purposes. Derivative instruments include options contracts, derivative instruments related to currencies, forward contracts, futures contracts, options on futures contracts, indexed securities, credit default swaps and other swap agreements. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may
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Summary of information regarding the Fund (unaudited) (cont’d)
make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.
Effective August 19, 2022, the Fund began operating under Rule 18f-4 under the 1940 Act which, among other things, governs the use of derivative investments and certain financing transactions (e.g. reverse repurchase agreements) by registered investment companies. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value at risk (VaR) based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. A fund that uses derivative instruments in a limited amount is not subject to the full requirements of Rule 18f-4. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance. Rule 18f-4 may limit the Fund’s ability to use derivatives as part of its investment strategy.
Credit default swap contracts involve heightened risks and may result in losses to the Fund. Credit default swaps may be illiquid and difficult to value. When the Fund sells credit protection via a credit default swap, credit risk increases since the Fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.
Repurchase Agreements Risk. Subject to its investment objectives and policies, the Fund may invest in repurchase agreements for leverage or investment purposes. Repurchase agreements typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell the securities back to the institution at a fixed time in the future. The Fund does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying securities and losses, including possible decline in the value of the underlying security during the period in which the Fund seeks to enforce its rights thereto; possible lack of access to income on the underlying security during this period; and expenses of enforcing its rights. While repurchase agreements involve certain risks not associated with direct investments in debt securities, the Fund follows procedures approved by the Fund’s Board of Directors that are designed to minimize such risks. These procedures include effecting repurchase transactions only with large, well-capitalized and well-established financial institutions whose financial condition will be continually monitored by Brandywine. In addition, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Fund generally will seek to liquidate such collateral. However, the exercise of the Fund’s right to liquidate such
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collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss.
Leverage Risk. The Fund may utilize leverage in an amount up to 33 1/3% of the Fund’s Managed Assets through Borrowings and 50% of the Fund’s Managed Assets through the issuance of Preferred Stock. The value of your investment may be more volatile if the fund borrows or uses instruments, such as derivatives, that have a leveraging effect on the fund’s portfolio. Other risks described in the Prospectus also will be compounded because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations created by the use of leverage or derivatives. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the fund’s assets. In addition, the fund’s portfolio will be leveraged if it exercises its right to delay payment on a redemption, and losses will result if the value of the fund’s assets declines between the time a redemption request is deemed to be received by the fund and the time the fund liquidates assets to meet redemption requests.
Reverse Repurchase Agreements Risk. The Fund’s use of reverse repurchase agreements is a form of leverage and therefore involves many of the same risks involved in the Fund’s use of leverage described above, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities sold by the Fund in the reverse repurchase agreement may decline below the price at which the Fund remains obligated to repurchase such securities. In addition, there is a risk that the market value of the securities retained by the Fund may decline. If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experiences insolvency, the Fund may be adversely affected. Also, in entering into reverse repurchase agreements, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities. In addition, due to the interest costs associated with reverse repurchase agreements transactions, the Fund’s NAV will decline, and, in some cases, the Fund may be worse off than if it had not used such instruments.
Liquidity Risk. The Fund may invest up to 20% of its Managed Assets in Illiquid Securities. Liquidity risk exists when particular investments are difficult to sell. Securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.
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Summary of information regarding the Fund (unaudited) (cont’d)
Distressed Investment Risk. The Fund intends to invest in distressed investments including non-performing and sub-performing agency and non-agency residential MBS and commercial MBS, many of which are not publicly traded and which may involve a substantial degree of risk. In certain periods, there may be little or no liquidity in the markets for these securities or instruments. In addition, the prices of such securities or instruments may be subject to periods of abrupt and erratic market movements and above-average price volatility. It may be more difficult to value such securities and the spread between the bid and asked prices of such securities may be greater than normally expected. If Brandywine’s evaluation of the risks and anticipated outcome of an investment in a distressed security should prove incorrect, the Fund may lose a substantial portion or all of its investment. Certain categories MBS have been referred to by the financial media as “toxic assets.” If the market continues to view such assets as impaired over the life of the Fund, the Fund may not be able to dispose of such assets or dispose of them at a good return.
Mortgage-Backed or Mortgage-Related Securities Risk. To the extent the Fund invests in mortgage-backed or mortgage-related securities, its exposure to prepayment and extension risks may be greater than other investments in fixed income securities. Mortgage derivatives held by the Fund may have especially volatile prices and may have a disproportionate effect on the Fund’s share price. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. In addition, mortgage-related securities are subject to prepayment risk — the risk that borrowers may pay off their mortgages sooner than expected, particularly when interest rates decline. This can reduce the Fund’s returns because the Fund may have to reinvest that money at lower prevailing interest rates.
Credit Risk Associated with Originators and Servicers of Residential and Commercial Mortgage Loans. A number of originators and servicers of residential and commercial mortgage loans, including some of the largest originators and servicers in the residential and commercial mortgage loan market, have experienced serious financial difficulties, including some that are now subject to federal insolvency proceedings. These difficulties have resulted from many factors, including increased competition among originators for borrowers, decreased originations by such originators of mortgage loans and increased delinquencies and defaults on such mortgage loans, as well as from increases in claims for repurchases of mortgage loans previously sold by them under agreements that require repurchase in the event of breaches of representations regarding loan quality and characteristics. Furthermore, the inability of the originator to repurchase such mortgage loans in the event of loan representation breaches or the servicer to repurchase such mortgage loans upon a breach of its servicing obligations also may affect the performance of related RMBS. Many of these originators and servicers are very highly leveraged. These difficulties may also increase the chances that these entities may default on their
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warehousing or other credit lines or become insolvent or bankrupt, thereby increasing both the likelihood that repurchase obligations will not be fulfilled and the potential for loss to holders of non-agency RMBS and subordinated security holders.
Subprime Mortgage Market Risk. The Fund may acquire non-agency RMBS backed by collateral pools of mortgage loans that have been originated using underwriting standards that are less restrictive than those used in underwriting “prime mortgage loans” and “Alt-A mortgage loans.” These lower standards include mortgage loans made to borrowers having imperfect or impaired credit histories, mortgage loans where the amount of the loan at origination is 80% or more of the value of the mortgage property, mortgage loans made to borrowers with low credit scores, mortgage loans made to borrowers who have other debt that represents a large portion of their income and mortgage loans made to borrowers whose income is not required to be disclosed or verified. Due to economic conditions, including increased interest rates and lower home prices, as well as aggressive lending practices, subprime mortgage loans have in recent periods experienced increased rates of delinquency, foreclosure, bankruptcy and loss, and they are likely to continue to experience delinquency, foreclosure, bankruptcy and loss rates that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. Thus, because of the higher delinquency rates and losses associated with subprime mortgage loans, the performance of non-agency RMBS backed by subprime mortgage loans that the Fund may acquire could be correspondingly adversely affected, which could adversely impact the Fund’s results of operations, financial condition and business.
Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. Brandywine and each individual portfolio manager may not be successful in selecting the best performing securities or investment techniques, and the Fund’s performance may lag behind that of similar funds.
Potential Conflicts of Interest Risk — Allocation of Investment Opportunities. LMPFA, Brandywine and their affiliates are involved worldwide with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Fund. LMPFA, Brandywine and their affiliates may provide investment management services to other funds and discretionary managed accounts that follow an investment program similar to that of the Fund. Subject to the requirements of the 1940 Act, LMPFA, Brandywine and their affiliates intend to engage in such activities and may receive compensation from third parties for their services. Neither LMPFA, Brandywine nor their affiliates are under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, LMPFA, Brandywine and their affiliates may compete with the Fund for appropriate investment opportunities. The results of the Fund’s investment
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Summary of information regarding the Fund (unaudited) (cont’d)
activities, therefore, may differ from those of the Fund’s affiliates, or another account managed by the Fund’s affiliates, and it is possible that the Fund could sustain losses during periods in which one or more of the Fund’s affiliates or and other accounts achieve profits on their trading for proprietary or other accounts. LMPFA, Brandywine have adopted policies and procedures designed to address potential conflicts of interests.
Government Intervention in Financial Markets Risk. The instability in the financial markets has led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. The impact of these measures is not yet known and cannot be predicted. U.S. federal and state governments and foreign governments, their regulatory agencies or self regulatory organizations may take additional actions that affect the regulation of the securities in which the Fund invests, or the issuers of such securities, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objectives. Brandywine will monitor developments and seek to manage the Fund’s portfolio in a manner consistent with achieving the Fund’s investment objectives, but there can be no assurance that it will be successful in doing so.
Market Price Discount from Net Asset Value Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities and may be a greater risk to investors expecting to sell their Common Stock in a relatively short period following completion of this offering. Whether investors will realize gains or losses upon the sale of their Common Stock will depend not upon the Fund’s net asset value but upon whether the market price of the Common Stock at the time of sale is above or below the investor’s purchase price for the Common Stock. Because the market price of the Common Stock will be determined by factors such as relative supply of and demand for the Common Stock in the market, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether the Common Stock will trade at, above or below net asset value or at, above or below the initial public offering price. The Fund’s Common Stock is designed primarily for long-term investors and you should not view the Fund as a vehicle for trading purposes.
Non-Diversification Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. The Fund intends to qualify for the special tax treatment available to “regulated investment companies” under Subchapter M of the Code, and thus intends to satisfy the
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diversification requirements of Subchapter M, including the less stringent diversification requirement that applies to the percent of its total assets that are represented by cash and cash items (including receivables), U.S. government securities, the securities of other regulated investment companies and certain other securities.
Anti-Takeover Provisions Risk. The Charter and Bylaws of the Fund include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its primary investment objective of seeking high current income. The Bylaws also contain a provision providing that the Board of Directors has adopted a resolution to opt in the Fund to the provisions of the Maryland Control Share Acquisition Act (“MCSAA”). There can be no assurance, however, that such provisions will be sufficient to deter professional arbitrageurs that seek to cause the Fund to take actions that may not be consistent with its investment objective or aligned with the interests of long-term shareholders, such as liquidating debt investments prior to maturity, triggering taxable events for shareholders and decreasing the size of the Fund. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging an investor from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter professional investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders in order to allow the professional investor to arbitrage the Fund’s market price.
Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to factors such as economic events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, the global and domestic effects of widespread or local health, weather or climate events, and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, wars, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries or markets directly affected, the value and liquidity of the fund’s investments may be negatively affected. Following Russia’s invasion of Ukraine, Russian stocks lost all, or nearly all, of their market value. Other securities or markets could be similarly affected by past or future geopolitical or other events or conditions. Furthermore, events involving limited liquidity, defaults, non-performance or other adverse developments that affect one industry, such as the financial services industry,
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Summary of information regarding the Fund (unaudited) (cont’d)
or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, may spread to other industries, and could negatively affect the value and liquidity of the fund’s investments.
The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers is not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, took extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic. This and other government intervention into the economy and financial markets may not work as intended, and have resulted in a large expansion of government deficits and debt, the long term consequences of which are not known. In addition, the COVID-19 pandemic, and measures taken to mitigate its effects, could result in disruptions to the services provided to the fund by its service providers.
Raising the ceiling on U.S. government debt has become increasingly politicized. Any failure to increase the total amount that the U.S. government is authorized to borrow could lead to a default on U.S. government obligations, with unpredictable consequences for economies and markets in the U.S. and elsewhere. Recently, inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the fund’s investments, impair the fund’s ability to satisfy redemption requests, and negatively impact the fund’s performance.
The United States and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the United States has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the United States and its trading partners, as well as companies directly or indirectly affected and financial markets generally. The United States government has prohibited U.S. persons from investing in Chinese companies designated as related to the Chinese military. These and possible future restrictions could limit the fund’s opportunities for investment and require the sale of securities at a loss or make them illiquid. Moreover, the Chinese government is involved in a longstanding dispute with Taiwan that has included threats of invasion. If the political climate between the United States and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get
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worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the fund’s assets may go down.
Tax Risk. To qualify for the favorable U.S. federal income tax treatment generally accorded to regulated investment companies (“RICs”), among other things, the Fund must derive in each taxable year at least 90% of its gross income from certain prescribed sources. The U.S. Treasury Department has authority to issue regulations that would exclude non-U.S. currency gains from qualifying income if such gains are not directly related to a fund’s business of investing in stock or securities. Accordingly, regulations may be issued in the future that could treat some or all of the Fund’s non-U.S. currency gains as non-qualifying income, thereby jeopardizing the Fund’s status as a RIC for all years to which the regulations are applicable. If for any taxable year the Fund does not qualify as a RIC, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and such distributions would be taxable as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits.
Credit Crisis Liquidity and Volatility Risk. The markets for credit instruments, including fixed income securities, have experienced periods of extreme illiquidity and volatility. General market uncertainty and consequent repricing risk have led to market imbalances of sellers and buyers, which in turn have also resulted in significant valuation uncertainties in a variety of debt securities, including certain fixed income securities. These conditions resulted, and in many cases continue to result in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many debt securities remaining illiquid and of uncertain value. During times of reduced market liquidity, the Fund may not be able to sell securities readily at prices reflecting the values at which the securities are carried on the Fund’s books. Sales of large blocks of securities by market participants, such as the Fund, that are seeking liquidity can further reduce security prices in an illiquid market. These market conditions may make valuation of some of the Fund’s securities uncertain and/or result in sudden and significant valuation increases or decreases in its holdings. Illiquidity and volatility in the credit markets may directly and adversely affect the setting of dividend rates on the Common Shares.
LIBOR Risk. The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which was the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the U.K. Financial Conduct Authority (“FCA”) announced its intention to cease compelling banks to provide the quotations needed to sustain LIBOR after 2021. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. In
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Summary of information regarding the Fund (unaudited) (cont’d)
March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board effectively automatically replaced the USD LIBOR benchmark in the contract upon LIBOR’s cessation at the end of June 2023. The recommended benchmark replacement is based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. Various financial industry groups have been planning for the transition away from LIBOR, but there remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. The transition away from LIBOR may lead to increased volatility and illiquidity in markets that rely on LIBOR and may adversely affect the Fund’s performance. The transition may also result in a reduction in the value of certain LIBOR-based investments held by the Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses for the Fund.
Common Stock Risk. The Fund may invest in common stocks and may hold common stocks which result from a corporate restructuring or stock conversion. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. In addition, the prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the prices of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting an issuer occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The value of the common stocks in which the Fund may invest will be affected by changes in the stock markets generally, which may be the result of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, stock markets can be volatile and stock prices can change substantially. The common stocks of smaller companies are more sensitive to these changes than those of larger companies. Common stock risk will affect the Fund’s net asset value per share, which will fluctuate as the value of the securities held by the Fund change.
Preferred Stock Risk. The Fund may invest in preferred stock. Preferred stocks are unique securities that combine some of the characteristics of both common stocks and bonds. Preferred stocks generally pay a fixed rate of return and are sold on the basis of current yield, like bonds. However, because they are equity securities, preferred stock provides equity ownership of a company, and the income is paid in the form of dividends. Preferred
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stocks typically have a yield advantage over common stocks as well as comparably-rated fixed income investments. Preferred stocks are typically subordinated to bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater credit risk than those debt instruments. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stocks also may be subject to optional or mandatory redemption provisions. Certain of the preferred stocks in which the Fund may invest may be convertible preferred stocks.
Short Sales Risk. To the extent the Fund makes use of short sales for investment and/or risk management purposes, the Fund may be subject to risks associated with selling short. Short sales are transactions in which the Fund sells securities or other instruments that the Fund does not own. Short sales expose the Fund to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the Fund. The Fund may engage in short sales where it does not own or have the right to acquire the security sold short at no additional cost. The Fund’s loss on a short sale theoretically could be unlimited in a case where the Fund is unable, for whatever reason, to close out its short position. In addition, the Fund’s short selling strategies may limit its ability to benefit from increases in the markets. If the Fund engages in short sales, it will segregate liquid assets, enter into offsetting transactions, own positions covering its obligations or otherwise cover such obligations; however, such segregation and cover requirements will not limit or offset losses on related positions. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund.
Risk of Short Economic Exposure Through Derivatives. The use by the Fund of derivatives such as options, forwards or futures contracts for investment and/or risk management purposes may subject the Fund to risks associated with short economic exposure through such derivatives. Taking a short economic position through derivatives exposes the Fund to the risk that it will be obligated to make payments to its counterparty if the underlying asset appreciates in value, thus resulting in a loss to the Fund. The Fund’s loss on a short position using derivatives theoretically could be unlimited.
Counterparty Risk. Changes in the credit quality of the companies that serve as the Fund’s counterparties with respect to derivatives or other transactions supported by another party’s credit will affect the value of those instruments. Certain entities that have served as counterparties in the markets for these transactions have recently incurred significant financial hardships including bankruptcy and losses as a result of exposure to sub-prime mortgages and other lower quality credit investments that have experienced recent defaults or otherwise suffered extreme credit deterioration. If a counterparty becomes bankrupt or
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Summary of information regarding the Fund (unaudited) (cont’d)
otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.
Structured Notes and Related Instruments Risk. The Fund may invest in “structured” notes and other related instruments, which are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets, such as indexes reflecting bonds. Structured instruments may be issued by corporations, including banks, as well as by governmental agencies. Structured instruments frequently are assembled in the form of medium-term notes, but a variety of forms are available and may be used in particular circumstances. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but ordinarily not below zero) to reflect changes in the embedded index while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending on a variety of factors, including the volatility of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index(es) or other asset(s). Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss.
Inflation/Deflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. The market prices of debt securities generally fall as inflation increases because the purchasing power of the principal and income is expected to be worth less when repaid. Deflation risk is the risk that prices throughout the economy decline over time — the opposite of inflation. Deflation may have an adverse affect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.
When-Issued and Delayed-Delivery Transactions Risk. The Fund may purchase fixed income securities on a when-issued basis, and may purchase or sell those securities for delayed delivery. When-issued and delayed-delivery transactions occur when securities are purchased or sold by the Fund with payment and delivery taking place in the future to secure an advantageous yield or price. Securities purchased on a when-issued or delayed-delivery basis may expose the Fund to counterparty risk of default as well as the risk that securities may experience fluctuations in value prior to their actual delivery. The Fund will not accrue income with respect to a when-issued or delayed-delivery security prior to its
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stated delivery date. Purchasing securities on a when-issued or delayed-delivery basis can involve the additional risk that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.
Portfolio Turnover Risk. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate may result in increased transaction costs for the Fund in the form of increased dealer spreads and other transactional costs, which may have an adverse impact on the Fund’s performance. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to stockholders, will be taxable as ordinary income. A high portfolio turnover may increase the Fund’s current and accumulated earnings and profits, resulting in a greater portion of the Fund’s distributions being treated as a dividend to the Fund’s stockholders. The portfolio turnover rate of the Fund will vary from year to year, as well as within a given year.
Temporary Defensive Strategies Risk. When Brandywine anticipates unusual market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers’ acceptances; repurchase agreements with respect to any of the foregoing investments or any other fixed income securities that Brandywine considers consistent with this strategy. To the extent that the Fund invests defensively, it may not achieve its investment objectives.
Rating Agency Risk. Credit ratings are issued by rating agencies which are private services that provide ratings of the credit quality of debt obligations, including convertible securities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risks or the liquidity of securities. Rating agencies may fail to make timely changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. In addition, in recent years there have been instances in which the initial rating assigned by a rating agency to a security failed to take account of adverse economic developments which subsequently occurred, leading to losses that were not anticipated based on the initial rating. To the extent that the issuer of a security pays a rating agency for the analysis of its security, an inherent conflict of interest may exist that could affect the reliability of the rating. The ratings of a debt security may change over time. As a result, debt instruments held by the Fund could receive a higher rating or a lower rating during the period in which they are held. The Fund will not necessarily sell a security when its rating is reduced below its rating at the time of purchase.
Managed Distribution Risk. Under a managed distribution policy, the Fund would intend to make monthly distributions to stockholders at a fixed rate per share of Common Stock or a fixed percentage of net asset value that may include periodic distributions of long-term
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. |
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Summary of information regarding the Fund (unaudited) (cont’d)
capital gains. Under a managed distribution policy, if, for any monthly distribution, ordinary income (that is, net investment income and any net short-term capital gain) and net realized capital gains were less than the amount of the distribution, the difference would be distributed from the Fund’s previously accumulated earnings and profits or cash generated from the sale of Fund assets. If, for any fiscal year, the total distributions exceeded ordinary income and net realized capital gains (the “Excess”), the Excess would represent a return of capital that decreases the Fund’s total assets and, as a result, would have the likely effect of increasing the Fund’s expense ratio. The Excess, if any, as a return of capital should not be considered income or a return on investment. There is a risk that the Fund would not eventually realize capital gains in an amount corresponding to a distribution of the Excess. In addition, in order to make such distributions, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment might not dictate such action. Although the Fund does not intend to issue senior securities, if the Fund were to issue senior securities and not be in compliance with the asset coverage requirements of the 1940 Act, the Fund would be required to suspend the managed distribution policy. Pursuant to the requirements of the 1940 Act and other applicable laws, a notice will accompany each monthly distribution disclosing the sources of the distribution.
Operational risk. The valuation of the Fund’s investments may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third party service providers or trading counterparties. It is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.
Cybersecurity risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or proprietary information, cause the Fund, the Fund’s manager and subadviser and/or their service providers to suffer data breaches, data corruption or loss of operational functionality or prevent fund investors from purchasing, redeeming or exchanging shares or receiving distributions. The Fund, manager and subadviser have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification obligations to the Fund or the manager. Cybersecurity incidents may result in financial losses to the Fund and its shareholders, and substantial costs may be incurred in an effort to prevent or mitigate future cybersecurity incidents. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.
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BrandywineGLOBAL — Global Income Opportunities Fund Inc. |
More Information
For a complete list of the Fund’s fundamental investment restrictions and more detailed descriptions of the Fund’s investment policies, strategies and risks, see the Fund’s registration statement on Form N-2 that was declared effective by the SEC on March 27, 2012. The Fund’s fundamental investment restrictions may not be changed without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. |
83 |
Dividend reinvestment plan (unaudited)
Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.
If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:
(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.
(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.
Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at P.O. Box 43006, Providence, RI 02940-3078 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
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withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.
Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.
Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.
The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151.
| BrandywineGLOBAL — Global Income Opportunities Fund Inc. |
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Important tax information (unaudited)
By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.
The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.
The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended October 31, 2023:
| Pursuant to: | Amount Reported | |||||
| Qualified Net Interest Income (QII) | §871(k)(1)(C) | $2,644,101 | ||||
| Section 163(j) Interest Earned | §163(j) | $21,328,793 | ||||
| Interest Earned from Federal Obligations | Note (1) | $30,903 | ||||
Note (1) - The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. Shareholders are advised to consult with their tax advisors to determine if any portion of the dividends received is exempt from state income taxes.
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BrandywineGLOBAL —
Global Income Opportunities Fund Inc.
Directors
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
Jane Trust
Chairman
Officers
Jane Trust
President and Chief Executive Officer
Christopher Berarducci
Treasurer and Principal Financial Officer
Fred Jensen
Chief Compliance Officer
Marc A. De Oliveira*
Secretary and Chief Legal Officer
Thomas C. Mandia
Senior Vice President
Jeanne M. Kelly
Senior Vice President
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Investment manager
Franklin Templeton Fund Adviser, LLC**
Subadviser
Brandywine Global Investment Management, LLC
Custodian
The Bank of New York Mellon
Transfer agent
Computershare Inc.
P.O. Box 43006
Providence, RI 02940-3078
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Legal counsel
Simpson Thacher & Bartlett LLP
900 G Street NW
Washington, DC 20001
New York Stock Exchange Symbol
BWG
| * | Effective September 7, 2023, Mr. De Oliveira became Secretary and Chief Legal Officer. |
| ** | Formerly known as Legg Mason Partners Fund Advisor, LLC. |
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 the Western Asset Money Market Funds sold by the Funds’ distributor, Franklin Distributors, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
| • | Personal information included on applications or other forms; |
| • | Account balances, transactions, and mutual fund holdings and positions; |
| • | Bank account information, legal documents, and identity verification documentation; and |
| • | Online account access user IDs, passwords, security challenge question responses. |
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, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law.
The Funds may disclose information about you to:
| • | Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or to comply with obligations to government regulators; |
| • | Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds; |
| • | Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
| • | The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
| • | Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust. |
| NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds’ Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time, they will notify you promptly if this privacy policy changes.
The Funds’ Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.franklintempleton.com, or contact the Funds at 1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds.
Revised October 2022
| NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Legg Mason California Consumer Privacy Act Policy
Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker, dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).
In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces of personal information we have collected about you.
You also have the right to request the deletion of the personal information collected or maintained by the Funds.
If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.
We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if suitable and appropriate proof is not provided.
For the 12-month period prior to the date of this Privacy Policy, the Legg Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.
Contact Information
Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202
Email: [email protected]
Phone: 1-800-396-4748
Revised October 2022
| NOT PART OF THE ANNUAL REPORT |
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
BrandywineGLOBAL — Global Income Opportunities Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its stock.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 1-888-777-0102.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton’s website, which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate Franklin Templeton’s website in this report.
This report is transmitted to the shareholders of BrandywineGLOBAL —Global Income Opportunities Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Computershare Inc.
P.O. Box 43006
Providence, RI 02940-3078
BWXX015179 12/23 SR23-4780
| 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 determined that Eileen A. Kamerick and Nisha Kumar, are the members 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 experts”.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending October 31, 2022 and October 31, 2023 (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 $55,376 in October 31, 2022 and $55,376 in October 31, 2023.
(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 October 31, 2022 and $0 in October 31, 2023.
(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 $11,000 in October 31, 2022 and $11,000 in October 31, 2023. 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. The aggregate fees for 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 for the BrandywineGLOBAL - Global Income Opportunities Fund Inc. were $0 in October 31, 2022 and $0 in October 31, 2023.
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 BrandywineGLOBAL - 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) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to BrandywineGLOBAL - Global Income Opportunities Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to BrandywineGLOBAL - Global Income Opportunities Fund Inc. during the reporting period were $216,231 in October 31, 2022 and $222,718 in October 31, 2023.
(h) Yes. BrandywineGLOBAL - 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 BrandywineGLOBAL - Global Income Opportunities Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
| 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:
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
b) Not applicable
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLOCIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
PROXY VOTING – 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:
| A. | has specifically authorized Brandywine Global to vote proxies in the applicable investment management agreement or other written instrument; or |
| B. | 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, but will consider environmental, social, and governance issues that may impact the value of the investment, either through introducing opportunity or by creating risk to the value.
| 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 the case of Taft-Hartley clients, Brandywine Global will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services’ (“ISS”) Proxy Voting Guidelines, which ISS 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 including those with respect to the disclosure and handling of conflicts of interest.
| 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.
| A. | 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.
| 1. | Brandywine Global’s Compliance Department annually requires each Brandywine Global employee to complete a questionnaire designed to elicit information that may reveal potential conflicts between the employee’s interests and those of Brandywine Global clients. |
| 2. | Brandywine Global treats client and wrap sponsor relationships as creating a material conflict of interest for Brandywine Global in voting proxies with respect to securities issued by such client or its known affiliates. |
| 3. | As a general matter, Brandywine Global takes the position that relationships between a non-Brandywine Global Franklin Resources business unit and an issuer (e.g., investment management relationship between an issuer and a non-Brandywine Global Franklin Resources-owned asset manager) 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 Franklin Resources business units and because of the existence of informational barriers between Brandywine Global and certain other Franklin Resources business units. |
| B. | Procedures for Assessing Materiality of Conflicts of Interest |
| 1. | All potential conflicts of interest identified pursuant to the procedures outlined in Section V.A.1. must be brought to the attention of the Investment Committee for resolution. |
| 2. | 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. |
| 3. | 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. |
| C. | Procedures for Addressing Material Conflicts of Interest |
| 1. | With the exception of those material conflicts identified in A.2. which will be voted in accordance with paragraph C.1.b., 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 of 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: |
| a. | confirming that the proxy will be voted in accordance with a stated position or positions set forth in Appendix A; |
| b. | confirming that the proxy will be voted in accordance with the recommendations of an independent proxy service firm retained by Brandywine Global; |
| c. | 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; |
| d. | disclosing the conflict to clients and obtaining their consent before voting; |
| e. | suggesting to clients that they engage another party to vote the proxy on their behalf; or |
| f. | 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. |
| 2. | 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.
| A. | 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.
| B. | 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 |
| A. | Proxy Voting Independence and Intent |
Brandywine Global exercises its proxy voting authority independently of other Franklin Resources-owned asset managers. Brandywine Global and its employees shall not consult with or enter into any formal or informal agreements with Brandywine Global’s ultimate parent, Franklin Resources, Inc., any other Franklin Resources 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 Franklin Resources 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.
| B. | 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.
| C. | Delegation of Duties |
Brandywine Global may delegate to non-investment personnel the responsibility to vote proxies in accordance with the guidelines set forth in Appendix A. Such delegation of duties will only be made to employees deemed to be reasonably capable of performing this function in a satisfactory manner.
| 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. | a copy of this Policy and Procedures, including any and all amendments that may be adopted; |
| B. | a copy of each proxy statement that Brandywine Global receives regarding client securities; |
| C. | a record of each vote cast by Brandywine Global on behalf of a client; |
| D. | documentation relating to the identification and resolution of conflicts of interest; |
| E. | any documents created by Brandywine Global that were material to a proxy voting decision or that memorialized the basis for that decision; |
| F. | 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 |
| G. | 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 Diversified Portfolio Management Team
Proxy Voting Guidelines
Below are proxy voting guidelines that Brandywine Global’s Diversified 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. We may consider current and past stock option grants in determining whether the cumulative dilution is 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 compensation plans that are tied to the company achieving set profitability hurdles. Plans are structured this way to comply with IRS laws allowing for deductibility of management compensation exceeding $1 million. |
| D. | We vote against attempts to re-price options. Also, we vote against the re-election of incumbent Directors in the event of such a re-pricing proposal. |
| E. | We vote against attempts to increase incentive stock options available for issuance when the shares underlying such options would exceed 10% of the company’s outstanding shares. |
| F. | 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. |
| G. | We vote against stock option plans allowing for very large allocations to a single individual because we generally believe that stock option plans should provide for widespread employee participation. |
| H. | We vote against proposals to authorize or approve loans to company executives or Board members for personal reasons or for the purpose of enabling such persons to purchase company shares. |
| II. | Governance |
| A. | We vote for proposals to separate the Chief Executive Officer and Chairman of the Board positions. |
| 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 prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles.
Brandywine Global Fundamental Equities Portfolio Management Team
Proxy Voting Guidelines
Below are proxy voting guidelines that Brandywine Global’s Fundamental Equities 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. We vote against compensation metrics that are not easily measurable and where long-term incentives are not tied to operating performance metrics. 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. |
| C. | We vote against related-party transactions involving directors, senior members of company management or other company insiders. |
| D. | We vote for proposals to separate the Chief Executive Officer and Chairman of the Board positions. |
| III. | Anti-Takeover |
We vote against anti-takeover measures:
| 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. |
| D. | Change-of-Control Contracts, which grant benefits to company personnel (typically members of senior company management) in the event the company is acquired or is otherwise subject to a change of control. |
| 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 prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly, it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles
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 prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles.
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
| (a)(1): | As of the date of filing this report: |
| NAME AND ADDRESS* |
LENGTH OF PRINCIPAL OCCUPATION(S) DURING TIME SERVED 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. | ||
| 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. | ||
| 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. | ||
| Anujeet Sareen | 2017 | Portfolio manager for Brandywine’s Global Fixed Income and related strategies. He joined Brandywine Global Investment | ||
| Management, LLC in 2016. Prior to joining Brandywine Global, Mr. Sareen was a managing director of global fixed income and a global macro strategist, as well as chair of the Currency Strategy Group at Wellington Management. Mr. Sareen has 22 years of investment industry experience. Mr. Sareen is a CFA® charterholder and earned a B.A. in Computer Science from Brown University. | ||||
| Tracy Chen | 2016 | As a portfolio manager and head of structured credit, Tracy is responsible for conducting credit analysis on mortgage-backed and other structured securities, with special emphasis on collateralized mortgage obligations (CMOs), collateralized loan obligations (CLOs), and other structured products. She also monitors and analyzes the investment merits of global corporate debt issues. She joined Brandywine Global Investment Management, LLC in August 2008. Prior to joining Brandywine Global, she was with UBS Investment Bank as director of the fixed income valuation group (2006-2008), GMAC Mortgage Group as a mortgage pricing analyst (2003-2006), Deloitte Consulting as a senior corporate strategy consultant (2001-2003), and J&A Securities Ltd. in Shenzhen, China as an international corporate finance associate (1995-1999). Tracy earned an MBA with a concentration in Finance from Kenan-Flagler Business School at the University of North Carolina, an M.A. in American Studies from Sichuan University in Chengdu, China, and a B.A. in English for Scientific Purposes from University of Electronic Science & Technology of China in Chengdu, China. Tracy is a CFA® charterholder and earned the Chartered Alternative Investment Analyst (CAIA) charter in 2010. | ||
| * | 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, 2023.
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 |
Total Assets | # with |
Total Assets with Performance Fee |
|||||||||
| David F. Hoffman |
Other Registered Investment Companies | 6 | $ | 2.39 billion | None | None | ||||||||
| Other Pooled Vehicles | 29 | $ | 5.37 billion | 1 | $ | 0.20 billion | ||||||||
| Other Accounts | 46 | $ | 18.61 billion | 9 | $ | 6.05 billion | ||||||||
| John P. McIntyre |
Other Registered Investment Companies | 15 | $ | 4.59 billion | None | None | ||||||||
| Other Pooled Vehicles | 51 | $ | 10.78 billion | 2 | $ | 0.32 billion | ||||||||
| Other Accounts | 65 | $ | 21.95 billion | 13 | $ | 7.15 billion | ||||||||
| Brian Kloss |
Other Registered Investment Companies | 16 | $ | 4.66 billion | None | None | ||||||||
| Other Pooled Vehicles | 48 | $ | 10.62 billion | 2 | $ | 0.32 billion | ||||||||
| Other Accounts | 65 | $ | 21.55 billion | 13 | $ | 7.15 billion | ||||||||
| Anjujeet Sareen |
Other Registered Investment Companies | 15 | $ | 4.59 billion | None | None | ||||||||
| Other Pooled Vehicles | 51 | $ | 10.78 billion | 2 | $ | 0.32 billion | ||||||||
| Other Accounts | 65 | $ | 21.95 billion | 13 | $ | 7.15 billion | ||||||||
| Tracy Chen |
Other Registered Investment Companies | 16 | $ | 4.66 billion | None | None | ||||||||
| Other Pooled Vehicles | 48 | $ | 10.62 billion | 2 | $ | 0.32 billion | ||||||||
| Other Accounts | 65 | $ | 21.55 billion | 13 | $ | 7.15 billion |
(a)(3): As of October 31, 2023:
Portfolio Manager Compensation
All portfolio managers receive a competitive base salary. In addition, from the firm’s profits, a bonus is paid quarterly and based in part on the performance of the portfolio managers’ investment strategies relative to a relevant peer-group universe over one-quarter, one-, three- and five-year time periods. More subjective measurements of an individual’s contributions to the success of their product group and to the overall success of the firm are also considered as part of the individual allocation decision. After this performance-based incentive compensation is allocated, profits associated with individual product groups are allocated as follows: a majority is retained within the product group and the remainder is allocated to a pool shared by all product groups. The Subadviser believes this system achieves the goal of retaining top-quality investment professionals, as it provides extremely competitive compensation with entrepreneurial potential, and of fostering excellent performance, growth, and teamwork.
Conflicts of Interest
The Subadviser maintains policies and procedures reasonably designed to detect and minimize material conflicts of interest inherent in circumstances when a portfolio manager has day-to-day portfolio management responsibilities for multiple portfolios. Nevertheless, no set of policies and procedures can possibly anticipate or relieve all potential conflicts of interest. These conflicts may be real, potential, or perceived; certain of these conflicts are described in detail below.
Allocation of Limited Investment Opportunities. If a portfolio manager identifies a limited investment opportunity (including initial public offerings) that may be suitable for multiple portfolios, the investment opportunity may be allocated among these several portfolios, which may limit a portfolio’s ability to take full advantage of the investment opportunity, due to liquidity constraints or other factors.
The Subadviser has adopted trade allocation procedures designed to ensure that allocations of limited investment opportunities are conducted in a fair and equitable manner between portfolios. Nevertheless, investment opportunities may be allocated differently among portfolios due to the particular characteristics of a portfolio, such as the size of the portfolio, cash position, investment guidelines and restrictions or its sector/ country/region exposure or other risk controls, market restrictions or for other reasons.
Similar Investment Strategies. The Subadviser and its portfolio management team may manage multiple portfolios with similar investment strategies. Investment decisions for each portfolio are generally made based on each portfolio’s investment objectives and guidelines, cash availability, and current holdings. Purchases or sales of securities for the portfolios may be appropriate for other portfolios with like objectives and may be bought or sold in different amounts and at different times in multiple portfolios. Purchase and sale orders for a portfolio may be combined with those of other portfolios in the interest of achieving the most favorable net results for all portfolios.
Differences in Financial Incentives. A conflict of interest may arise where the financial or other benefits available to a portfolio manager or an investment adviser differ among the portfolios under management. For example, when the structure of an investment adviser’s management fee differs among the portfolios under its management (such as where certain portfolios pay higher management fees or performance-based management fees), a portfolio manager might be motivated to favor certain portfolios over others. Performance-based fees could also create an incentive for an investment adviser to make investments that are riskier or more
speculative. In addition, a portfolio manager might be motivated to favor portfolios in which he or she or the investment adviser and/or its affiliates have a financial interest. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record in a particular investment strategy or to derive other rewards, financial or otherwise, could influence a portfolio manager to lend preferential treatment to those portfolios that could most significantly benefit the portfolio manager.
To manage conflicts that may arise from management of portfolios with performance-based fees, the Subadviser has developed trade allocation procedures as described above and the Subadviser periodically reviews the performance and trading in portfolios with like strategies to seek to ensure that no portfolio or group of portfolios receives preference in the trading process.
Personal Account Trading. The Subadviser may, from time to time, recommend to clients that they buy or sell securities in which employees have a financial interest. These types of transactions may present a conflict of interest in that employees might benefit from market activity by a client in a security held by an employee. In order to prevent conflicts of interest between the Subadviser and its client, employee trading is monitored under the Code of Ethics (the “Code”). The Code includes policies and procedures (a) restricting personal trading, (b) requiring the pre-clearance of most types of personal securities transactions, (c) requiring the reporting to the Subadviser of all required personal securities holdings and transactions, and (d) mandating blackout periods during which employees are prohibited from making personal transactions in certain securities.
The Subadviser and its employees may also invest in mutual funds and other pooled investment vehicles, including private investment vehicles that are managed by the Subadviser. This may result in a potential conflict of interest since the Subadviser employees have knowledge of such funds’ investment holdings, which is non-public information.
Broker Selection and Soft Dollar Usage. Investment professionals may be able to influence the selection of broker-dealers that are used to execute securities transactions for the portfolios they manage. In addition to executing trades, some brokers and dealers provide brokerage and research services, which may result in the payment of higher brokerage commissions than might otherwise be available and may provide an incentive to increase trading with such brokers. All soft dollar arrangements in which the Subadviser is involved are subject to the Subadviser’s policy of seeking best execution and are structured to comply with the safe harbor of Section 28(e) of the 1934 Act, and the rules and interpretations thereof as issued by the SEC. Nonetheless, the research services obtained from brokers and dealers may be used to service portfolios other than those paying commissions to the broker-dealers providing the research services, and also may benefit some portfolios more than others.
Portfolio Manager Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each portfolio manager as of October 31, 2023.
| Portfolio Manager(s) |
Dollar Range of Portfolio Securities Beneficially Owned | |
| David F. Hoffman |
A | |
| Jack P. McIntyre |
A | |
| Brian L. Kloss |
A | |
| Anjujeet Sareen |
A | |
| Tracy Chen |
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 period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting |
| ITEM 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 13. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) Not applicable.
(b) Not applicable.
| ITEM 14. | 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.
BrandywineGLOBAL - Global Income Opportunities Fund Inc.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | December 27, 2023 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | December 27, 2023 | |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer | ||
| Date: | December 27, 2023 | |