ITEM 1.
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REPORT TO STOCKHOLDERS.
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The Annual Report to Stockholders is filed herewith.
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Annual Report
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October 31, 2020
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BrandywineGLOBAL
GLOBAL INCOME
OPPORTUNITIES FUND INC. (BWG)
Beginning in or after April 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the
Fund intends to no longer mail paper copies of the Funds shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank).
Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you invest through a financial intermediary and you already elected to receive shareholder reports electronically (e-delivery), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive
shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies
of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that financial intermediary. If you are a direct shareholder with the Fund, you can call the Fund at 1-888-888-0151, or write to the Fund by regular mail at P.O. Box 505000, Louisville, KY 40233 or by overnight delivery to Computershare, 462 South 4th Street, Suite
1600, Louisville, KY 40202 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.
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INVESTMENT PRODUCTS: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE
VALUE
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Fund objectives
The Funds 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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II
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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Letter from the chairman
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, 2020. Please read on for a detailed look at prevailing economic and market conditions during the Funds reporting period and to learn how those conditions have affected Fund performance.
Special shareholder notice
On July 31,
2020, Franklin Resources, Inc. (Franklin Resources) acquired Legg Mason, Inc. (Legg Mason) in an all-cash transaction. As a result of the transaction, Legg Mason Partners Fund Advisor,
LLC (LMPFA) and the subadviser became indirect, wholly-owned subsidiaries of Franklin Resources. Under the Investment Company Act of 1940, as amended, consummation of the transaction automatically terminated the management and
subadvisory agreements that were in place for the Fund prior to the transaction. The Funds manager and subadviser continue to provide uninterrupted services with respect to the Fund pursuant to new management and subadvisory agreements that
were approved by Fund shareholders.
Franklin Resources, whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a
global investment management organization operating, together with its subsidiaries, as Franklin Templeton. As of October 31, 2020, after giving effect to the transaction described above, Franklin Templetons asset management operations
had aggregate assets under management of approximately $1.4 trillion.
Subsequent event notice
Effective December 31, 2020, the investment professionals at Brandywine Global Investment Management, LLC 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. It is anticipated that Stephen S. Smith will step down as a member of the Funds portfolio management team effective December 31, 2020, and transition to an advisory role at Brandywine
Global.
As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to
supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:
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Fund prices and performance,
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Market insights and commentaries from our portfolio managers, and
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A host of educational resources.
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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III
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Letter from the chairman
We look forward to helping you meet your financial goals.
Sincerely,
Jane Trust, CFA
Chairman, President and Chief Executive Officer
November 30, 2020
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IV
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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Fund overview
What is the Funds 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 Funds 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 Funds 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 Funds 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 Funds 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, CFA and Tracy Chen, CFA, CAIA.
Q. What were
the overall market conditions for the Funds reporting period?
A. The economy and financial markets were impacted
by the COVID-19 pandemic for much of the reporting period. Looking at the U.S. economy, fourth quarter 2019 annualized gross domestic product (GDP)i growth was 2.4%. Lockdowns and social distancing then started to take its toll on the economy, as the Commerce Department
reported that first quarter 2020 annualized GDP growth was -5.0%. Second quarter 2020 annualized GDP growth then contracted 31.4%, marking the steepest quarterly decline on record. The economy then rebounded,
as the initial estimate for third quarter GDP growth was 33.1%.
Against this backdrop, the U.S. Federal Reserve Board (the
Fed)ii took a number of unprecedented actions to support the
economy and the proper functioning of the financial
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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1
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Fund overview (contd)
markets. With the acceleration of the pandemic, the Fed took a
number of aggressive actions in March 2020. First, on March 3, the Fed lowered the federal funds rate from a range between 1.50% and 1.75% to a range between 1.00% and 1.25%. Then, on March 15, the Fed lowered the federal funds rateiii to a range between 0.00% and 0.25%. In addition, the Fed announced that, over
coming months the Committee will increase its holdings of Treasury securities by at least $500 billion and its holdings of agency mortgage-backed securities by at least $200 billion. Finally, on March 23, the Fed announced that
it would make unlimited purchases of Treasury and mortgage securities and introduced a new credit facility to buy investment-grade credit rated down to BBB- in the primary and secondary markets. During the
second quarter of 2020, the Fed expanded its credit facilities to include the purchase of individual corporate bonds, which supported spread tightening. In August 2020, Fed Chair Jerome Powell said the central bank had changed how it viewed the
tradeoff between lower unemployment and higher inflation. Its new approach to setting U.S. monetary policy will entail letting inflation and employment run higher, which could mean interest rates remain low for longer. Finally, at its
meeting in September, projections from individual members of the Federal Open Market Committeeiv indicated that rates could stay anchored near zero through 2023.
Turning to the fixed income markets, they generated
mixed results over the twelve-months ended October 31, 2020. Most spread sectors (non-Treasuries) underperformed equal duration Treasuries given periods of heightened risk aversion. This was driven by the
ongoing pandemic, sharply falling global growth, aggressive monetary policy accommodation, ongoing trade conflicts and a number of geopolitical issues.
Both short- and long-term U.S. Treasury yields moved sharply lower during the reporting period. The yield for the two-year
Treasury note began the reporting period at 1.52% and rose as high as 1.68% on November 7 and 8, 2019. The low for the period of 0.11% occurred several times toward the end of July 2020, the beginning of August 2020, and the end of September
2020, and ended the period at 0.14%. The yield for the ten-year Treasury began the reporting period at 1.69% and moved as high as 1.94% on November 8, 2019. The low of 0.52% occurred on August 4,
2020 and ended the period at 0.88%.
All told, the Bloomberg Barclays U.S. Aggregate Indexv returned 6.19% for the twelve months ended October 31, 2020. For comparison
purposes, riskier fixed income securities, including high-yield bond and emerging market debt, produced weaker results. Over the fiscal year, the Barclays U.S. Corporate High Yield 2% Issuer Cap Indexvi and the JPMorgan Emerging Markets Bond Index Global (EMBI Global)vii returned 3.42% and 1.97%, respectively.
Q. How did we respond to these changing market conditions?
A. Far and away the most significant event to occur during the reporting period was the outbreak of COVID-19. During the market selloff in the spring of 2020 we
rotated into U.S. investment-grade corporate bonds, as we saw opportunity in the sector. In contrast, we
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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decreased our sovereign allocation, a majority from our selling out of U.S. Treasurys. As a result of the shift, we increased the overall duration of the portfolio by over two and a half years.
Going forward, our base case is for global growth to continue improving, possibly faster than expected, especially if a credible
and widely available vaccine is launched. Bond yields in the developed sovereign bond markets are very low. Meanwhile, corporate bond spreads have retreated to more normal levels from the anomalous state of the market earlier this year. In our view,
these yields could narrow another 25 basis pointsviii, or to historically
normal spreads, as the recovery progresses and corporate profitability improves.
Despite the decline in the U.S. dollar since March 2020, the currency
remains overvalued on almost any basis of comparison. Balance-of-payment flows have become harder to read during the pandemic, but the outlook for the U.S. budget and
current account deficit argue for the currency to be weaker the further out the time horizon. Sterling is by far the most undervalued of the major currencies given the byproduct of the arduous Brexit process.
As an asset class, emerging market currencies display one of the largest price anomalies relative to traditional metrics. This is an asset class that has not gained
much traction, which in some ways speaks to the broader macro outlook. Global growth is picking up, but a sense of strength to the expansion is not there yet. We find the degree to which various emerging countries have tried to follow the path of
modern monetary theory (MMT) quite incredible, which means that any currency or duration inclusion in the portfolio requires more than the usual attention.
Performance review
For the twelve months ended October 31, 2020,
BrandywineGLOBAL Global Income Opportunities Fund Inc. returned -1.83% based on its net asset value (NAV)ix and -4.41% based on its New York Stock Exchange (NYSE) market price per
share. The Funds unmanaged benchmark, the Bloomberg Barclays Global Aggregate Indexx, returned 5.63% for the same period. The Lipper Global Income Closed-End Funds Category Averagexi returned -1.38% over the same time frame. Please note that Lipper performance returns
are based on each funds NAV.
During the twelve-month period, the Fund made distributions to shareholders totaling $0.84 per share.* The
performance table shows the Funds twelve-month total return based on its NAV and market price as of October 31, 2020. Past performance is no guarantee of future results.
*
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For the tax character of distributions paid during the fiscal year ended October 31, 2020, please refer to page 49 of this report.
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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3
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Fund overview (contd)
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Performance Snapshot as
of October 31, 2020
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Price Per Share
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12-Month
Total Return**
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$ 13.35 (NAV)
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-1.83
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%
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$ 11.01 (Market Price)
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-4.41
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%
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All figures represent past performance and are not a guarantee of future results.
** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees,
operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
Total return assumes the reinvestment of all distributions at NAV.
Total return assumes the
reinvestment of all distributions in additional shares in accordance with the Funds Dividend Reinvestment Plan.
What were
the leading contributors to performance?
A. The Funds investment-grade and high-yield corporate holdings were one of the larger
contributors to performance during the reporting period as a whole. Both sectors were initially hit hard, with credit spreads significantly widening during the COVID-19 selloff in March 2020. However, they
rebounded strongly afterwards as spreads quickly tightened during the subsequent months.
Some select developed market currencies, specifically the euro
and British pound sterling, were additive as well. The former rose to its highest level in two years versus the U.S. dollar as European leaders agreed in July 2020 to a recovery fund, with grants for the countries hardest hit by the pandemic. The
latter currency reached a five-month high during the summer as well.
Lastly, some emerging market bond holdings contributed to the Funds
performance, with the Funds Mexican government bond exposure adding the most value. Mexicos central bank continued its interest rate cutting program during the period, bringing borrowing costs to its lowest since 2016. As a result,
economic activity began to recover in Mexico during the summer, although uncertainty and downside risks are still present due to the lingering pandemic.
Q. What were the leading detractors from performance?
A. A number of trade-related
currencies, including the Australian and New Zealand dollars, were drags on performance during the twelve-month period. The Fund shorted these currencies due to high valuations. However, they strengthened off Chinas economic recovery, as the
nation is a significant trading partner with both countries.
Among our emerging market exposures, the Russian ruble allocation posted negative returns.
The currency position was adversely impacted by rising COVID-19 cases, inflation, and geopolitical risks within the country. Local currency Brazilian bonds were notable
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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detractors as well. The countrys government bonds and currency declined as economic headwinds remained and the pandemic pushed Brazils public sector debt to a record 86% of gross
domestic product in July 2020. During the reporting period the Fund used futures contracts to manage currency exposures. The use of these instruments detracted from performance.
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. Barrons and The Wall Street Journals Monday
edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com
(click on the name of the Fund).
In a continuing effort to provide information concerning the Fund, shareholders may call
1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Funds 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 Funds investment goals.
Sincerely,
David F. Hoffman, CFA
Portfolio Manager
Brandywine Global Investment
Management, LLC
Stephen S. Smith
Portfolio Manager
Brandywine Global Investment
Management, LLC
November 30, 2020
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 Funds common stock is
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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5
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Fund overview (contd)
traded on the New York Stock Exchange. Similar to stocks, the Funds share
price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value.
Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund.
The Funds investments are subject to various risks, including but not limited to, credit, inflation, income, prepayment and interest rate risks. As interest rates increase, the value of fixed income
securities decrease. Fixed income securities rated below investment grade are commonly referred to as high yield securities or junk bonds and are subject to greater liquidity and credit risks (risk of default) than
higher-rated securities. Fixed income securities rated C or lower by Moodys Investor Service, Inc., CCC or lower by Standard & Poors 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 Funds use of leverage may result in
greater volatility of NAV and the market price of common shares and increases a shareholders 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 Funds 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 institutions continued viability as a going-concern. CoCos are
subject to risks, such as Loss absorption risk (the risk that
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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CoCos fully discretionary coupons can potentially be cancelled at the banking institutions 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 issuers 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). 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, 2020 and are subject to change and may not be
representative of the portfolio managers current or future investments. Please refer to pages 10 through 24 for a list and percentage breakdown of the Funds 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
Funds top five sector holdings (as a percentage of total net assets) as of October 31, 2020 were: Sovereign Bonds (45.5%), Collateralized Mortgage Obligations (17.3%), Financials (17.0%), Communication Services (12.2%), Materials (12.0%).
The Funds 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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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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7
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Fund overview (contd)
i
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Gross domestic product (GDP) is the market value of all final goods and services produced within a country in a given period of time.
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ii
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The Federal Reserve Board (the Fed) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable
prices, and a sustainable pattern of international trade and payments.
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iii
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The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to
another depository institution; the rate may vary from depository institution to depository institution and from day to day.
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iv
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The Federal Open Market Committee is the branch of the Federal Reserve System that determines the direction of monetary policy.
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v
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The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment
grade or higher, and having at least one year to maturity.
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vi
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The Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate
High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed rate, taxable corporate bond market.
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vii
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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.
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viii
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A basis point is one-hundredth (1/100 or 0.01) of one percent.
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ix
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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 Funds market price as determined by supply of and demand for the Funds shares.
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x
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The Bloomberg Barclays Global Aggregate Index is an index comprised of several other Bloomberg Barclays indices that measure fixed income performance of regions
around the world.
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xi
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Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period
ended October 31, 2020, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 18 funds in the Funds Lipper category.
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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Fund at a
glance (unaudited)
Investment breakdown (%) as a percent of total investments
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The bar graph above represents the composition of the Funds investments as of October 31, 2020 and October 31, 2019 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 Funds investments is subject to change at any time.
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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9
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Schedule of investments
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
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Security
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Rate
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Maturity
Date
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Face
Amount
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Value
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Corporate Bonds & Notes 78.0%
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Communication Services 11.0%
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Diversified Telecommunication Services 1.6%
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Consolidated Communications Inc., Senior Secured Notes
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6.500
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%
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10/1/28
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475,000
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$
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488,953
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(a)
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Embarq Corp., Senior Notes
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7.995
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%
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6/1/36
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1,280,000
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1,503,200
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Hughes Satellite Systems Corp., Senior Notes
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6.625
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%
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8/1/26
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200,000
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217,337
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(b)
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Level 3 Financing Inc., Senior Notes
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4.625
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%
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9/15/27
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1,300,000
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1,328,334
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(a)(b)
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Total Diversified Telecommunication Services
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3,537,824
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Media 5.6%
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Altice France Holding SA, Senior Notes
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6.000
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%
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2/15/28
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1,515,000
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1,460,998
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(a)
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Altice France SA, Senior Secured Notes
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3.375
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%
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1/15/28
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1,190,000
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EUR
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1,312,710
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(a)
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CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes
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5.125
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%
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5/1/27
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2,365,000
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2,486,407
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(a)
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Colombia Telecomunicaciones SA ESP, Senior Notes
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4.950
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%
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7/17/30
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775,000
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826,731
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(a)
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Liberty Interactive LLC, Senior Notes
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8.250
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%
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2/1/30
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725,000
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|
|
786,172
|
(b)
|
Sinclair Television Group Inc., Senior Notes
|
|
|
5.625
|
%
|
|
|
8/1/24
|
|
|
|
2,000,000
|
|
|
|
1,999,699
|
(a)(b)
|
Sinclair Television Group Inc., Senior Notes
|
|
|
5.875
|
%
|
|
|
3/15/26
|
|
|
|
275,000
|
|
|
|
271,629
|
(a)
|
Sirius XM Radio Inc., Senior Notes
|
|
|
5.375
|
%
|
|
|
7/15/26
|
|
|
|
2,000,000
|
|
|
|
2,087,920
|
(a)(b)
|
TEGNA Inc., Senior Notes
|
|
|
4.625
|
%
|
|
|
3/15/28
|
|
|
|
1,400,000
|
|
|
|
1,384,012
|
(a)(b)
|
Total Media
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,616,278
|
|
Wireless Telecommunication Services 3.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millicom International Cellular SA, Senior Notes
|
|
|
6.250
|
%
|
|
|
3/25/29
|
|
|
|
2,275,000
|
|
|
|
2,520,279
|
(a)
|
Sprint Capital Corp., Senior Notes
|
|
|
6.875
|
%
|
|
|
11/15/28
|
|
|
|
2,330,000
|
|
|
|
2,951,819
|
(b)
|
Sprint Corp., Senior Notes
|
|
|
7.250
|
%
|
|
|
9/15/21
|
|
|
|
2,820,000
|
|
|
|
2,940,780
|
(b)
|
Total Wireless Telecommunication Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,412,878
|
|
Total Communication Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,566,980
|
|
Consumer Discretionary 9.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobiles 1.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ford Motor Co., Senior Notes
|
|
|
8.500
|
%
|
|
|
4/21/23
|
|
|
|
2,500,000
|
|
|
|
2,763,363
|
(b)
|
Hotels, Restaurants & Leisure 2.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Game Technology PLC, Senior Secured Notes
|
|
|
5.250
|
%
|
|
|
1/15/29
|
|
|
|
1,455,000
|
|
|
|
1,442,785
|
(a)(b)
|
Scientific Games International Inc., Senior Notes
|
|
|
8.625
|
%
|
|
|
7/1/25
|
|
|
|
1,440,000
|
|
|
|
1,498,939
|
(a)(b)
|
See Notes to Financial
Statements.
|
|
|
10
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
Hotels, Restaurants & Leisure continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scientific Games International Inc., Senior Secured Notes
|
|
|
5.000
|
%
|
|
|
10/15/25
|
|
|
|
745,000
|
|
|
$
|
748,725
|
(a)(b)
|
Wyndham Destinations Inc., Senior Secured Notes
|
|
|
6.000
|
%
|
|
|
4/1/27
|
|
|
|
1,475,000
|
|
|
|
1,523,860
|
(b)
|
Total Hotels, Restaurants & Leisure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,214,309
|
|
Leisure Products 1.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vista Outdoor Inc., Senior Notes
|
|
|
5.875
|
%
|
|
|
10/1/23
|
|
|
|
2,515,000
|
|
|
|
2,546,173
|
(b)
|
Specialty Retail 2.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gap Inc., Senior Secured Notes
|
|
|
8.875
|
%
|
|
|
5/15/27
|
|
|
|
1,235,000
|
|
|
|
1,413,704
|
(a)
|
L Brands Inc., Senior Notes
|
|
|
6.625
|
%
|
|
|
10/1/30
|
|
|
|
370,000
|
|
|
|
389,194
|
(a)
|
PetSmart Inc., Senior Secured Notes
|
|
|
5.875
|
%
|
|
|
6/1/25
|
|
|
|
4,185,000
|
|
|
|
4,286,089
|
(a)(b)
|
Total Specialty Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,088,987
|
|
Textiles, Apparel & Luxury Goods 1.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NIKE Inc., Senior Notes
|
|
|
3.625
|
%
|
|
|
5/1/43
|
|
|
|
2,237,000
|
|
|
|
2,639,255
|
(b)
|
PVH Corp., Senior Notes
|
|
|
4.625
|
%
|
|
|
7/10/25
|
|
|
|
1,010,000
|
|
|
|
1,066,655
|
|
Total Textiles, Apparel & Luxury Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,705,910
|
|
Total Consumer Discretionary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,318,742
|
|
Consumer Staples 1.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food Products 1.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRF SA, Senior Notes
|
|
|
3.950
|
%
|
|
|
5/22/23
|
|
|
|
1,225,000
|
|
|
|
1,259,478
|
(a)(b)
|
BRF SA, Senior Notes
|
|
|
4.875
|
%
|
|
|
1/24/30
|
|
|
|
1,275,000
|
|
|
|
1,280,125
|
(a)(b)
|
JBS Investments II GmbH, Senior Notes
|
|
|
7.000
|
%
|
|
|
1/15/26
|
|
|
|
625,000
|
|
|
|
668,769
|
(a)
|
Total Food Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,208,372
|
|
Personal Products 0.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edgewell Personal Care Co., Senior Notes
|
|
|
5.500
|
%
|
|
|
6/1/28
|
|
|
|
475,000
|
|
|
|
499,873
|
(a)
|
Total Consumer Staples
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,708,245
|
|
Energy 5.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas & Consumable Fuels 5.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apache Corp., Senior Notes
|
|
|
4.875
|
%
|
|
|
11/15/27
|
|
|
|
1,835,000
|
|
|
|
1,724,900
|
|
Geopark Ltd., Senior Notes
|
|
|
5.500
|
%
|
|
|
1/17/27
|
|
|
|
1,620,000
|
|
|
|
1,429,666
|
(a)(b)
|
Murphy Oil Corp., Senior Notes
|
|
|
6.875
|
%
|
|
|
8/15/24
|
|
|
|
2,200,000
|
|
|
|
1,971,750
|
(b)
|
Occidental Petroleum Corp., Senior Notes
|
|
|
6.625
|
%
|
|
|
9/1/30
|
|
|
|
1,405,000
|
|
|
|
1,233,309
|
(b)
|
Occidental Petroleum Corp., Senior Notes
|
|
|
4.200
|
%
|
|
|
3/15/48
|
|
|
|
2,050,000
|
|
|
|
1,335,063
|
(b)
|
Petrobras Global Finance BV, Senior Notes
|
|
|
5.600
|
%
|
|
|
1/3/31
|
|
|
|
2,020,000
|
|
|
|
2,182,054
|
(b)
|
Petroleos Mexicanos, Senior Notes
|
|
|
6.950
|
%
|
|
|
1/28/60
|
|
|
|
2,235,000
|
|
|
|
1,750,620
|
|
Total Energy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,627,362
|
|
See Notes to Financial
Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
11
|
Schedule of investments (contd)
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
Financials 17.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks 6.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco do Brasil SA, Junior Subordinated Notes (6.250% to 4/15/24 then 10 year Treasury Constant Maturity Rate +
4.398%)
|
|
|
6.250
|
%
|
|
|
4/15/24
|
|
|
|
1,480,000
|
|
|
$
|
1,425,425
|
(a)(c)(d)
|
Banco Mercantil del Norte SA, Junior Subordinated Notes (6.750% to 9/27/24 then 5 year Treasury Constant Maturity Rate +
4.967%)
|
|
|
6.750
|
%
|
|
|
9/27/24
|
|
|
|
1,535,000
|
|
|
|
1,546,512
|
(c)(d)(e)
|
Bank of America Corp., Subordinated Notes
|
|
|
7.750
|
%
|
|
|
5/14/38
|
|
|
|
6,345,000
|
|
|
|
10,434,519
|
(b)
|
Itau Unibanco Holding SA, Junior Subordinated Notes (6.125% to 12/12/22 then 5 year Treasury Constant Maturity Rate +
3.981%)
|
|
|
6.125
|
%
|
|
|
12/12/22
|
|
|
|
1,425,000
|
|
|
|
1,373,522
|
(c)(d)(e)
|
Total Banks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,779,978
|
|
Capital Markets 8.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman Sachs Group Inc., Subordinated Notes
|
|
|
6.750
|
%
|
|
|
10/1/37
|
|
|
|
12,000,000
|
|
|
|
17,503,464
|
|
Owl Rock Capital Corp., Senior Notes
|
|
|
4.000
|
%
|
|
|
3/30/25
|
|
|
|
1,085,000
|
|
|
|
1,087,618
|
(b)
|
Total Capital Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,591,082
|
|
Consumer Finance 1.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ally Financial Inc., Senior Notes
|
|
|
4.250
|
%
|
|
|
4/15/21
|
|
|
|
1,870,000
|
|
|
|
1,899,322
|
(b)
|
Blackstone/GSO Secured Lending Fund, Senior Notes
|
|
|
3.650
|
%
|
|
|
7/14/23
|
|
|
|
1,440,000
|
|
|
|
1,454,641
|
(a)(b)
|
Total Consumer Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,353,963
|
|
Insurance 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Genworth Holdings Inc., Senior Notes
|
|
|
7.200
|
%
|
|
|
2/15/21
|
|
|
|
735,000
|
|
|
|
733,990
|
(b)
|
Genworth Holdings Inc., Senior Notes
|
|
|
4.900
|
%
|
|
|
8/15/23
|
|
|
|
730,000
|
|
|
|
677,531
|
|
Total Insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,411,521
|
|
Total Financials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,136,544
|
|
Health Care 5.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Providers & Services 0.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encompass Health Corp., Senior Notes
|
|
|
5.750
|
%
|
|
|
11/1/24
|
|
|
|
1,260,000
|
|
|
|
1,260,000
|
|
Select Medical Corp., Senior Notes
|
|
|
6.250
|
%
|
|
|
8/15/26
|
|
|
|
560,000
|
|
|
|
591,662
|
(a)(b)
|
Total Health Care Providers & Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,851,662
|
|
Pharmaceuticals 4.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bausch Health Cos. Inc., Senior Notes
|
|
|
6.125
|
%
|
|
|
4/15/25
|
|
|
|
1,440,000
|
|
|
|
1,479,960
|
(a)(b)
|
Bausch Health Cos. Inc., Senior Notes
|
|
|
6.250
|
%
|
|
|
2/15/29
|
|
|
|
1,010,000
|
|
|
|
1,042,320
|
(a)(b)
|
Bausch Health Cos. Inc., Senior Notes
|
|
|
7.250
|
%
|
|
|
5/30/29
|
|
|
|
650,000
|
|
|
|
700,297
|
(a)(b)
|
See Notes to Financial
Statements.
|
|
|
12
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
Pharmaceuticals continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bausch Health Cos. Inc., Senior Secured Notes
|
|
|
7.000
|
%
|
|
|
3/15/24
|
|
|
|
2,550,000
|
|
|
$
|
2,644,987
|
(a)(b)
|
Endo Dac/Endo Finance LLC/Endo Finco Inc., Senior Secured Notes
|
|
|
5.875
|
%
|
|
|
10/15/24
|
|
|
|
1,485,000
|
|
|
|
1,489,641
|
(a)(b)
|
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes
|
|
|
7.125
|
%
|
|
|
1/31/25
|
|
|
|
1,385,000
|
|
|
|
1,437,949
|
|
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes
|
|
|
3.150
|
%
|
|
|
10/1/26
|
|
|
|
1,815,000
|
|
|
|
1,600,603
|
(b)
|
Total Pharmaceuticals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,395,757
|
|
Total Health Care
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,247,419
|
|
Industrials 4.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace & Defense 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embraer Netherlands Finance BV, Senior Notes
|
|
|
6.950
|
%
|
|
|
1/17/28
|
|
|
|
1,310,000
|
|
|
|
1,321,135
|
(a)
|
Airlines 0.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air Canada, Senior Notes
|
|
|
7.750
|
%
|
|
|
4/15/21
|
|
|
|
1,735,000
|
|
|
|
1,728,494
|
(a)(b)
|
Commercial Services & Supplies 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harsco Corp., Senior Notes
|
|
|
5.750
|
%
|
|
|
7/31/27
|
|
|
|
1,375,000
|
|
|
|
1,408,516
|
(a)(b)
|
Industrial Conglomerates 1.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Icahn Enterprises LP/Icahn Enterprises Finance Corp., Senior Notes
|
|
|
6.250
|
%
|
|
|
5/15/26
|
|
|
|
2,425,000
|
|
|
|
2,521,612
|
(b)
|
Marine 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S. Inc., Senior Secured Notes
|
|
|
8.125
|
%
|
|
|
11/15/21
|
|
|
|
440,000
|
|
|
|
295,625
|
(a)(b)
|
Navios South American Logistics Inc./ Navios Logistics Finance U.S. Inc., Senior Secured Notes
|
|
|
10.750
|
%
|
|
|
7/1/25
|
|
|
|
975,000
|
|
|
|
1,031,062
|
(a)
|
Total Marine
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,326,687
|
|
Road & Rail 0.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSX Corp., Senior Notes
|
|
|
3.800
|
%
|
|
|
11/1/46
|
|
|
|
1,000,000
|
|
|
|
1,144,622
|
(b)
|
Uber Technologies Inc., Senior Notes
|
|
|
6.250
|
%
|
|
|
1/15/28
|
|
|
|
590,000
|
|
|
|
598,850
|
(a)
|
Total Road & Rail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,743,472
|
|
Total Industrials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,049,916
|
|
Information Technology 5.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Equipment 3.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CommScope Inc., Senior Notes
|
|
|
8.250
|
%
|
|
|
3/1/27
|
|
|
|
1,350,000
|
|
|
|
1,398,937
|
(a)
|
CommScope Inc., Senior Notes
|
|
|
7.125
|
%
|
|
|
7/1/28
|
|
|
|
495,000
|
|
|
|
498,401
|
(a)(b)
|
CommScope Inc., Senior Secured Notes
|
|
|
6.000
|
%
|
|
|
3/1/26
|
|
|
|
1,370,000
|
|
|
|
1,423,177
|
(a)(b)
|
See Notes to Financial
Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
13
|
Schedule of investments (contd)
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
$
|
2,219,250
|
(a)
|
ViaSat Inc., Senior Notes
|
|
|
5.625
|
%
|
|
|
9/15/25
|
|
|
|
1,450,000
|
|
|
|
1,460,440
|
(a)
|
ViaSat Inc., Senior Secured Notes
|
|
|
5.625
|
%
|
|
|
4/15/27
|
|
|
|
1,300,000
|
|
|
|
1,364,187
|
(a)
|
Total Communications Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,364,392
|
|
Semiconductors & Semiconductor Equipment
0.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entegris Inc., Senior Notes
|
|
|
4.375
|
%
|
|
|
4/15/28
|
|
|
|
750,000
|
|
|
|
781,875
|
(a)(b)
|
Technology Hardware, Storage & Peripherals
1.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dell International LLC/EMC Corp., Senior Notes
|
|
|
7.125
|
%
|
|
|
6/15/24
|
|
|
|
1,870,000
|
|
|
|
1,939,714
|
(a)(b)
|
Dell International LLC/EMC Corp., Senior Secured Notes
|
|
|
6.020
|
%
|
|
|
6/15/26
|
|
|
|
1,020,000
|
|
|
|
1,210,003
|
(a)(b)
|
Total Technology Hardware, Storage &
Peripherals
|
|
|
|
|
|
|
|
|
|
|
|
3,149,717
|
|
Total Information Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,295,984
|
|
Materials 12.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals 3.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Braskem Netherlands Finance BV, Senior Notes
|
|
|
5.875
|
%
|
|
|
1/31/50
|
|
|
|
1,585,000
|
|
|
|
1,474,462
|
(e)
|
Braskem Netherlands Finance BV, Senior Notes (8.500% to 1/23/26 then 5 year Treasury Constant Maturity Rate +
8.220%)
|
|
|
8.500
|
%
|
|
|
1/23/81
|
|
|
|
1,440,000
|
|
|
|
1,464,854
|
(a)(b)(d)
|
Methanex Corp., Senior Notes
|
|
|
5.125
|
%
|
|
|
10/15/27
|
|
|
|
750,000
|
|
|
|
764,663
|
|
Tronox Inc., Senior Notes
|
|
|
6.500
|
%
|
|
|
4/15/26
|
|
|
|
1,825,000
|
|
|
|
1,853,306
|
(a)(b)
|
Tronox Inc., Senior Secured Notes
|
|
|
6.500
|
%
|
|
|
5/1/25
|
|
|
|
1,200,000
|
|
|
|
1,267,500
|
(a)(b)
|
Total Chemicals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,824,785
|
|
Construction Materials 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cemex SAB de CV, Senior Secured Notes
|
|
|
7.375
|
%
|
|
|
6/5/27
|
|
|
|
1,180,000
|
|
|
|
1,301,257
|
(a)
|
Containers & Packaging 1.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ardagh Packaging Finance PLC/Ardagh Holdings USA Inc., Senior Notes
|
|
|
6.000
|
%
|
|
|
2/15/25
|
|
|
|
730,000
|
|
|
|
755,368
|
(a)
|
Ardagh Packaging Finance PLC/Ardagh Holdings USA Inc., Senior Notes
|
|
|
5.250
|
%
|
|
|
8/15/27
|
|
|
|
1,430,000
|
|
|
|
1,469,325
|
(a)(b)
|
Cascades Inc./Cascades USA Inc., Senior Notes
|
|
|
5.125
|
%
|
|
|
1/15/26
|
|
|
|
1,465,000
|
|
|
|
1,535,503
|
(a)(b)
|
Total Containers & Packaging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,760,196
|
|
Metals & Mining 6.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Big River Steel LLC/BRS Finance Corp., Senior Secured Notes
|
|
|
6.625
|
%
|
|
|
1/31/29
|
|
|
|
720,000
|
|
|
|
742,950
|
(a)
|
See Notes to Financial
Statements.
|
|
|
14
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
Metals & Mining continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Century Aluminum Co., Senior Secured Notes
|
|
|
12.000
|
%
|
|
|
7/1/25
|
|
|
|
670,000
|
|
|
$
|
703,500
|
(a)
|
Cleveland-Cliffs Inc., Senior Notes
|
|
|
5.750
|
%
|
|
|
3/1/25
|
|
|
|
740,000
|
|
|
|
716,412
|
(b)
|
Cleveland-Cliffs Inc., Senior Notes
|
|
|
5.875
|
%
|
|
|
6/1/27
|
|
|
|
2,840,000
|
|
|
|
2,764,854
|
(b)
|
Cleveland-Cliffs Inc., Senior Secured Notes
|
|
|
4.875
|
%
|
|
|
1/15/24
|
|
|
|
720,000
|
|
|
|
718,650
|
(a)(b)
|
Corp. Nacional del Cobre de Chile, Senior Notes
|
|
|
3.700
|
%
|
|
|
1/30/50
|
|
|
|
1,585,000
|
|
|
|
1,660,695
|
(e)
|
CSN Resources SA, Senior Notes
|
|
|
7.625
|
%
|
|
|
4/17/26
|
|
|
|
1,005,000
|
|
|
|
1,033,642
|
(a)(b)
|
First Quantum Minerals Ltd., Senior Notes
|
|
|
7.250
|
%
|
|
|
4/1/23
|
|
|
|
640,000
|
|
|
|
644,176
|
(a)(b)
|
First Quantum Minerals Ltd., Senior Notes
|
|
|
6.875
|
%
|
|
|
10/15/27
|
|
|
|
2,920,000
|
|
|
|
2,916,321
|
(a)
|
Freeport-McMoRan Inc., Senior Notes
|
|
|
4.125
|
%
|
|
|
3/1/28
|
|
|
|
1,440,000
|
|
|
|
1,472,400
|
(b)
|
Freeport-McMoRan Inc., Senior Notes
|
|
|
4.625
|
%
|
|
|
8/1/30
|
|
|
|
940,000
|
|
|
|
1,005,118
|
(b)
|
New Gold Inc., Senior Notes
|
|
|
7.500
|
%
|
|
|
7/15/27
|
|
|
|
100,000
|
|
|
|
108,363
|
(a)
|
Total Metals & Mining
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,487,081
|
|
Paper & Forest Products 0.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boise Cascade Co., Senior Notes
|
|
|
4.875
|
%
|
|
|
7/1/30
|
|
|
|
500,000
|
|
|
|
535,400
|
(a)
|
Total Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,908,719
|
|
Real Estate 3.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Real Estate Investment Trusts (REITs) 1.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iron Mountain Inc., Senior Notes
|
|
|
5.250
|
%
|
|
|
3/15/28
|
|
|
|
1,135,000
|
|
|
|
1,165,503
|
(a)(b)
|
Sunac China Holdings Ltd., Senior Secured Notes
|
|
|
8.350
|
%
|
|
|
4/19/23
|
|
|
|
2,755,000
|
|
|
|
2,828,814
|
(e)
|
Total Equity Real Estate Investment Trusts (REITs)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,994,317
|
|
Real Estate Management & Development 1.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realogy Group LLC/Realogy Co-Issuer Corp., Secured Notes
|
|
|
7.625
|
%
|
|
|
6/15/25
|
|
|
|
2,825,000
|
|
|
|
2,988,186
|
(a)(b)
|
Total Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,982,503
|
|
Utilities 3.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utilities 2.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AES Panama Generation Holdings SRL, Senior Secured Notes
|
|
|
4.375
|
%
|
|
|
5/31/30
|
|
|
|
1,195,000
|
|
|
|
1,267,823
|
(a)
|
NRG Energy Inc., Senior Notes
|
|
|
6.625
|
%
|
|
|
1/15/27
|
|
|
|
925,000
|
|
|
|
974,913
|
(b)
|
Sensata Technologies Inc., Senior Notes
|
|
|
4.375
|
%
|
|
|
2/15/30
|
|
|
|
480,000
|
|
|
|
502,500
|
(a)(b)
|
Talen Energy Supply LLC, Senior Notes
|
|
|
6.500
|
%
|
|
|
6/1/25
|
|
|
|
915,000
|
|
|
|
546,507
|
(b)
|
Talen Energy Supply LLC, Senior Secured Notes
|
|
|
7.250
|
%
|
|
|
5/15/27
|
|
|
|
340,000
|
|
|
|
341,275
|
(a)
|
Talen Energy Supply LLC, Senior Secured Notes
|
|
|
6.625
|
%
|
|
|
1/15/28
|
|
|
|
1,245,000
|
|
|
|
1,192,629
|
(a)(b)
|
Total Electric Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,825,647
|
|
See Notes to Financial
Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
15
|
Schedule of investments (contd)
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
Gas Utilities 0.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AmeriGas Partners LP/AmeriGas Finance Corp., Senior Notes
|
|
|
5.875
|
%
|
|
|
8/20/26
|
|
|
|
625,000
|
|
|
$
|
686,053
|
(b)
|
Independent Power and Renewable Electricity Producers
1.0%
|
|
|
|
|
|
|
|
|
|
AES Corp., Senior Secured Notes
|
|
|
3.300
|
%
|
|
|
7/15/25
|
|
|
|
685,000
|
|
|
|
744,438
|
(a)(b)
|
Clearway Energy Operating LLC, Senior Notes
|
|
|
5.000
|
%
|
|
|
9/15/26
|
|
|
|
1,480,000
|
|
|
|
1,535,041
|
(b)
|
Total Independent Power and Renewable Electricity
Producers
|
|
|
|
|
|
|
|
2,279,479
|
|
Total Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,791,179
|
|
Total Corporate Bonds & Notes (Cost $160,268,590)
|
|
|
|
|
|
|
|
174,633,593
|
|
Sovereign Bonds 45.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil 14.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil Notas do Tesouro Nacional Serie F, Notes
|
|
|
10.000
|
%
|
|
|
1/1/23
|
|
|
|
38,785,000
|
BRL
|
|
|
7,405,561
|
|
Brazil Notas do Tesouro Nacional Serie F, Notes
|
|
|
10.000
|
%
|
|
|
1/1/27
|
|
|
|
122,900,000
|
BRL
|
|
|
24,143,746
|
|
Total Brazil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,549,307
|
|
China 0.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China Government Bond
|
|
|
2.680
|
%
|
|
|
5/21/30
|
|
|
|
7,000,000
|
CNH
|
|
|
1,002,765
|
|
India 9.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
India Government Bond, Senior Notes
|
|
|
8.170
|
%
|
|
|
12/1/44
|
|
|
|
1,300,000,000
|
INR
|
|
|
20,725,169
|
|
Indonesia 11.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indonesia Treasury Bond
|
|
|
8.375
|
%
|
|
|
9/15/26
|
|
|
|
50,000,000,000
|
IDR
|
|
|
3,811,966
|
|
Indonesia Treasury Bond
|
|
|
9.000
|
%
|
|
|
3/15/29
|
|
|
|
120,400,000,000
|
IDR
|
|
|
9,410,135
|
|
Indonesia Treasury Bond
|
|
|
8.375
|
%
|
|
|
3/15/34
|
|
|
|
69,800,000,000
|
IDR
|
|
|
5,196,222
|
|
Indonesia Treasury Bond
|
|
|
8.750
|
%
|
|
|
2/15/44
|
|
|
|
96,900,000,000
|
IDR
|
|
|
7,354,461
|
|
Total Indonesia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,772,784
|
|
Mexico 9.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexican Bonos, Senior Notes
|
|
|
7.750
|
%
|
|
|
11/13/42
|
|
|
|
421,500,000
|
MXN
|
|
|
21,308,985
|
|
South Africa 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Republic of South Africa Government International Bond, Senior Notes
|
|
|
5.750
|
%
|
|
|
9/30/49
|
|
|
|
1,480,000
|
|
|
|
1,338,719
|
|
Ukraine 0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ukraine Government International Bond, Senior Notes
|
|
|
7.253
|
%
|
|
|
3/15/33
|
|
|
|
300,000
|
|
|
|
283,127
|
(a)
|
Total Sovereign Bonds (Cost $127,294,338)
|
|
|
|
|
|
|
|
|
|
|
|
101,980,856
|
|
Collateralized Mortgage Obligations(f)
17.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banc of America Commercial Mortgage Trust, 2017-BNK3 XA, IO
|
|
|
1.108
|
%
|
|
|
2/15/50
|
|
|
|
43,750,609
|
|
|
|
2,296,697
|
(d)
|
BANK, 2017-BNK4 XA, IO
|
|
|
1.405
|
%
|
|
|
5/15/50
|
|
|
|
4,643,748
|
|
|
|
303,484
|
(d)
|
See Notes to Financial
Statements.
|
|
|
16
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
Collateralized Mortgage Obligations(f)
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBVA RMBS 2 FTA, 2007-2 C (3 mo. EURIBOR + 0.540%)
|
|
|
0.055
|
%
|
|
|
9/17/50
|
|
|
|
2,000,000
|
EUR
|
|
$
|
1,987,596
|
(d)(e)
|
BX Commercial Mortgage Trust, 2018-IND D (1 mo. USD LIBOR +
1.300%)
|
|
|
1.448
|
%
|
|
|
11/15/35
|
|
|
|
1,561,700
|
|
|
|
1,545,525
|
(a)(d)
|
Citigroup Commercial Mortgage Trust, 2015-GC29 C
|
|
|
4.157
|
%
|
|
|
4/10/48
|
|
|
|
3,000,000
|
|
|
|
3,005,873
|
(d)
|
CSMC Trust, 2019-ICE4 A (1 mo. USD LIBOR + 0.980%)
|
|
|
1.128
|
%
|
|
|
5/15/36
|
|
|
|
2,500,000
|
|
|
|
2,503,491
|
(a)(d)
|
Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2018-DNA3 B2 (1 mo. USD LIBOR +
7.750%)
|
|
|
7.899
|
%
|
|
|
9/25/48
|
|
|
|
5,075,000
|
|
|
|
4,060,674
|
(a)(d)
|
Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2018-HQA2 M2 (1 mo. USD LIBOR +
2.300%)
|
|
|
2.449
|
%
|
|
|
10/25/48
|
|
|
|
2,150,000
|
|
|
|
2,099,295
|
(a)(d)
|
Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2019-DNA2 M2 (1 mo. USD LIBOR +
2.450%)
|
|
|
2.599
|
%
|
|
|
3/25/49
|
|
|
|
1,546,664
|
|
|
|
1,528,676
|
(a)(d)
|
Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2019-DNA4 B2 (1 mo. USD LIBOR +
6.250%)
|
|
|
6.399
|
%
|
|
|
10/25/49
|
|
|
|
860,000
|
|
|
|
658,715
|
(a)(d)
|
Federal National Mortgage Association (FNMA) CAS, 2018-C06 2B1 (1 mo. USD
LIBOR + 4.100%)
|
|
|
4.249
|
%
|
|
|
3/25/31
|
|
|
|
2,000,000
|
|
|
|
1,836,435
|
(d)
|
Federal National Mortgage Association (FNMA) CAS, 2019-R02 1B1 (1 mo. USD
LIBOR + 4.150%)
|
|
|
4.299
|
%
|
|
|
8/25/31
|
|
|
|
3,000,000
|
|
|
|
2,916,763
|
(a)(d)
|
Federal National Mortgage Association (FNMA) CAS, 2019-R05 1B1 (1 mo. USD
LIBOR + 4.100%)
|
|
|
4.249
|
%
|
|
|
7/25/39
|
|
|
|
230,000
|
|
|
|
207,517
|
(a)(d)
|
Federal National Mortgage Association (FNMA) CAS, 2020-R01 1B1 (1 mo. USD
LIBOR + 3.250%)
|
|
|
3.399
|
%
|
|
|
1/25/40
|
|
|
|
1,025,000
|
|
|
|
814,415
|
(a)(d)
|
FREMF Mortgage Trust, 2014-K715 C
|
|
|
4.151
|
%
|
|
|
2/25/46
|
|
|
|
3,100,000
|
|
|
|
3,106,734
|
(a)(d)
|
FREMF Mortgage Trust, 2017-K63 C
|
|
|
3.872
|
%
|
|
|
2/25/50
|
|
|
|
1,525,000
|
|
|
|
1,614,987
|
(a)(d)
|
GS Mortgage Securities Trust, 2013-GC10 XA, IO
|
|
|
1.491
|
%
|
|
|
2/10/46
|
|
|
|
14,126,445
|
|
|
|
419,793
|
(d)
|
IM Pastor FTA, 4 B (3 mo. EURIBOR + 0.190%, 0.000% floor)
|
|
|
0.000
|
%
|
|
|
3/22/44
|
|
|
|
1,200,000
|
EUR
|
|
|
709,384
|
(d)(e)
|
See Notes to Financial
Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
17
|
Schedule of investments (contd)
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
Collateralized Mortgage Obligations(f)
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IM Pastor FTH, 3 B (3 mo. EURIBOR + 0.290%, 0.000% floor)
|
|
|
0.000
|
%
|
|
|
3/22/43
|
|
|
|
7,400,000
|
EUR
|
|
$
|
3,938,932
|
(d)(e)
|
JPMBB Commercial Mortgage Securities Trust, 2013-C15 C
|
|
|
5.198
|
%
|
|
|
11/15/45
|
|
|
|
400,000
|
|
|
|
409,367
|
(d)
|
Rural Hipotecario IX FTA, 9 B (3 mo. EURIBOR + 0.320%)
|
|
|
0.067
|
%
|
|
|
2/17/50
|
|
|
|
1,889,002
|
EUR
|
|
|
1,878,037
|
(d)(e)
|
WF-RBS Commercial Mortgage Trust,
2012-C6 XA, IO
|
|
|
2.054
|
%
|
|
|
4/15/45
|
|
|
|
28,085,729
|
|
|
|
381,269
|
(a)(d)
|
WF-RBS Commercial Mortgage Trust,
2013-C15 XA, IO
|
|
|
0.414
|
%
|
|
|
8/15/46
|
|
|
|
60,958,913
|
|
|
|
560,310
|
(d)
|
Total Collateralized Mortgage Obligations (Cost $42,309,303)
|
|
|
|
|
|
|
|
38,783,969
|
|
Convertible Bonds & Notes 1.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services 1.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media 1.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISH Network Corp., Senior Notes
|
|
|
3.375
|
%
|
|
|
8/15/26
|
|
|
|
2,950,000
|
|
|
|
2,614,908
|
(b)
|
Information Technology 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Equipment, Instruments & Components
0.6%
|
|
|
|
|
|
|
|
|
|
Vishay Intertechnology Inc., Senior Notes
|
|
|
2.250
|
%
|
|
|
6/15/25
|
|
|
|
1,475,000
|
|
|
|
1,444,578
|
(b)
|
Total Convertible Bonds & Notes (Cost $4,140,119)
|
|
|
|
|
|
|
|
4,059,486
|
|
Asset-Backed Securities 0.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Park Place Securities Inc. Pass-Through Certificates, 2005-WHQ2 M2 (1 mo. USD LIBOR + 0.690%) (Cost
$734,988)
|
|
|
0.839
|
%
|
|
|
5/25/35
|
|
|
|
733,738
|
|
|
|
732,276
|
(d)
|
Total Investments before Short-Term Investments (Cost
$334,747,338)
|
|
|
|
320,190,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
Short-Term Investments 9.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan U.S. Government Money Market Fund, Institutional Class (Cost $20,448,265)
|
|
|
0.007
|
%
|
|
|
|
|
|
|
20,448,265
|
|
|
|
20,448,265
|
|
Total Investments 152.0% (Cost $355,195,603)
|
|
|
|
|
|
|
|
|
|
|
|
340,638,445
|
|
Mandatory Redeemable Preferred Stock, at Liquidation Value
(26.8)%
|
|
|
|
|
|
|
|
(60,000,000
|
)
|
Liabilities in Excess of Other Assets (25.2)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,550,500
|
)
|
Total Net Assets Applicable to Common Shareholders 100.0%
|
|
|
|
|
|
|
$
|
224,087,945
|
|
See Notes to Financial
Statements.
|
|
|
18
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
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 6).
|
(c)
|
Security has no maturity date. The date shown represents the next call date.
|
(d)
|
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.
|
(e)
|
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.
|
(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.
|
|
|
|
Abbreviation(s) used in this schedule:
|
|
|
BRL
|
|
Brazilian Real
|
|
|
CAS
|
|
Connecticut Avenue Securities
|
|
|
CNH
|
|
Chinese Offshore Yuan
|
|
|
EUR
|
|
Euro
|
|
|
EURIBOR
|
|
Euro Interbank Offered Rate
|
|
|
FHLMC
|
|
Federal Home Loan Mortgage Corporation
|
|
|
FNMA
|
|
Federal National Mortgage Association
|
|
|
IDR
|
|
Indonesian Rupiah
|
|
|
INR
|
|
Indian Rupee
|
|
|
IO
|
|
Interest Only
|
|
|
LIBOR
|
|
London Interbank Offered Rate
|
|
|
MXN
|
|
Mexican Peso
|
|
|
USD
|
|
Unified School District
|
At October 31, 2020, 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 Ultra Long-Term Bonds
|
|
|
230
|
|
|
|
12/20
|
|
|
$
|
51,197,775
|
|
|
$
|
49,450,000
|
|
|
$
|
(1,747,775)
|
|
At October 31, 2020, the Fund had the following open forward foreign currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
Purchased
|
|
|
Currency
Sold
|
|
|
Counterparty
|
|
Settlement
Date
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
NZD
|
|
|
34,100,000
|
|
|
USD
|
|
|
22,929,693
|
|
|
Barclays Bank PLC
|
|
|
11/4/20
|
|
|
$
|
(382,773)
|
|
See Notes to Financial
Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
19
|
Schedule of investments (contd)
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
Purchased
|
|
|
Currency
Sold
|
|
|
Counterparty
|
|
Settlement
Date
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
USD
|
|
|
22,146,927
|
|
|
NZD
|
|
|
34,100,000
|
|
|
HSBC Securities Inc.
|
|
|
11/4/20
|
|
|
$
|
(399,993)
|
|
MXN
|
|
|
479,300,000
|
|
|
USD
|
|
|
22,460,169
|
|
|
Citibank N.A.
|
|
|
11/5/20
|
|
|
|
119,185
|
|
USD
|
|
|
21,078,787
|
|
|
MXN
|
|
|
479,300,000
|
|
|
Citibank N.A.
|
|
|
11/5/20
|
|
|
|
(1,500,566)
|
|
RUB
|
|
|
1,642,000,000
|
|
|
USD
|
|
|
21,897,713
|
|
|
Citibank N.A.
|
|
|
11/17/20
|
|
|
|
(1,265,565)
|
|
USD
|
|
|
20,939,871
|
|
|
RUB
|
|
|
1,642,000,000
|
|
|
Citibank N.A.
|
|
|
11/17/20
|
|
|
|
307,724
|
|
USD
|
|
|
21,993,651
|
|
|
GBP
|
|
|
16,460,000
|
|
|
Citibank N.A.
|
|
|
11/20/20
|
|
|
|
667,005
|
|
GBP
|
|
|
6,800,000
|
|
|
USD
|
|
|
8,924,136
|
|
|
HSBC Securities Inc.
|
|
|
11/20/20
|
|
|
|
(113,614)
|
|
GBP
|
|
|
26,760,000
|
|
|
USD
|
|
|
35,419,268
|
|
|
HSBC Securities Inc.
|
|
|
11/20/20
|
|
|
|
(747,273)
|
|
GBP
|
|
|
1,920,000
|
|
|
USD
|
|
|
2,528,753
|
|
|
JPMorgan Chase & Co.
|
|
|
11/20/20
|
|
|
|
(41,076)
|
|
GBP
|
|
|
7,450,000
|
|
|
USD
|
|
|
9,812,089
|
|
|
JPMorgan Chase & Co.
|
|
|
11/20/20
|
|
|
|
(159,385)
|
|
TWD
|
|
|
310,000,000
|
|
|
USD
|
|
|
10,771,743
|
|
|
Barclays Bank PLC
|
|
|
11/25/20
|
|
|
|
66,889
|
|
TWD
|
|
|
320,000,000
|
|
|
USD
|
|
|
11,101,474
|
|
|
Barclays Bank PLC
|
|
|
11/25/20
|
|
|
|
86,791
|
|
USD
|
|
|
21,594,570
|
|
|
TWD
|
|
|
630,000,000
|
|
|
Barclays Bank PLC
|
|
|
11/25/20
|
|
|
|
(432,327)
|
|
AUD
|
|
|
10,010,000
|
|
|
USD
|
|
|
7,143,552
|
|
|
HSBC Securities Inc.
|
|
|
11/25/20
|
|
|
|
(106,589)
|
|
USD
|
|
|
14,365,316
|
|
|
AUD
|
|
|
20,030,000
|
|
|
JPMorgan Chase & Co.
|
|
|
11/25/20
|
|
|
|
284,359
|
|
AUD
|
|
|
10,020,000
|
|
|
USD
|
|
|
7,135,793
|
|
|
UBS Securities LLC
|
|
|
11/25/20
|
|
|
|
(91,800)
|
|
CLP
|
|
|
3,620,000,000
|
|
|
USD
|
|
|
4,727,392
|
|
|
HSBC Securities Inc.
|
|
|
12/4/20
|
|
|
|
(46,916)
|
|
USD
|
|
|
19,916,609
|
|
|
INR
|
|
|
1,476,000,000
|
|
|
Barclays Bank PLC
|
|
|
12/10/20
|
|
|
|
71,676
|
|
EUR
|
|
|
7,750,000
|
|
|
USD
|
|
|
9,090,324
|
|
|
Citibank N.A.
|
|
|
1/12/21
|
|
|
|
(47,635)
|
|
USD
|
|
|
8,668,064
|
|
|
EUR
|
|
|
7,390,000
|
|
|
Citibank N.A.
|
|
|
1/12/21
|
|
|
|
45,422
|
|
USD
|
|
|
25,312,153
|
|
|
EUR
|
|
|
21,580,000
|
|
|
Citibank N.A.
|
|
|
1/12/21
|
|
|
|
132,640
|
|
EUR
|
|
|
15,000,000
|
|
|
USD
|
|
|
17,645,510
|
|
|
HSBC Securities Inc.
|
|
|
1/12/21
|
|
|
|
(143,531)
|
|
USD
|
|
|
10,463,052
|
|
|
AUD
|
|
|
14,800,000
|
|
|
National Australia Bank Ltd.
|
|
|
1/19/21
|
|
|
|
55,721
|
|
USD
|
|
|
14,847,162
|
|
|
IDR
|
|
|
221,000,000,000
|
|
|
JPMorgan Chase & Co.
|
|
|
1/26/21
|
|
|
|
(140,249)
|
|
USD
|
|
|
22,237,172
|
|
|
MXN
|
|
|
479,300,000
|
|
|
Citibank N.A.
|
|
|
2/3/21
|
|
|
|
(119,896)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(3,901,776)
|
|
|
|
|
Abbreviation(s) used in this table:
|
|
|
AUD
|
|
Australian Dollar
|
|
|
CLP
|
|
Chilean Peso
|
|
|
EUR
|
|
Euro
|
|
|
GBP
|
|
British Pound
|
|
|
IDR
|
|
Indonesian Rupiah
|
|
|
INR
|
|
Indian Rupee
|
|
|
MXN
|
|
Mexican Peso
|
|
|
NZD
|
|
New Zealand Dollar
|
|
|
RUB
|
|
Russian Ruble
|
|
|
TWD
|
|
Taiwan Dollar
|
|
|
USD
|
|
United States Dollar
|
See Notes to Financial
Statements.
|
|
|
20
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
At October 31, 2020, 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,
20203
|
|
Periodic
Payments
Received by
the Fund
|
|
Market
Value
|
|
|
Upfront
Premiums
Paid
(Received)
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
Barclays Bank PLC (CCO Holdings LLC/ CCO Holdings Capital Corp., 5.750%, due 1/15/24)
|
|
$
|
1,250,000
|
|
|
|
6/20/21
|
|
|
0.170%
|
|
5.000% quarterly
|
|
$
|
39,001
|
|
|
$
|
36,708
|
|
|
$
|
2,293
|
|
Barclays Bank PLC (T-Mobile USA Inc., 4.000%, due 4/15/22)
|
|
|
2,550,000
|
|
|
|
6/20/21
|
|
|
0.403%
|
|
5.000% quarterly
|
|
|
75,615
|
|
|
|
58,334
|
|
|
|
17,281
|
|
Barclays Bank PLC (T-Mobile USA Inc., 4.000%, due 4/15/22)
|
|
|
2,390,000
|
|
|
|
6/20/22
|
|
|
0.664%
|
|
5.000% quarterly
|
|
|
170,462
|
|
|
|
164,302
|
|
|
|
6,160
|
|
Goldman Sachs Group Inc. (Goodyear Tire & Rubber Co., 5.000%, due 5/31/26)
|
|
|
2,390,000
|
|
|
|
6/20/22
|
|
|
1.283%
|
|
5.000% quarterly
|
|
|
145,238
|
|
|
|
154,357
|
|
|
|
(9,119)
|
|
JPMorgan Chase & Co. (Cleveland-Cliffs Inc., 1.500%, due 1/15/25)
|
|
|
1,360,000
|
|
|
|
6/20/21
|
|
|
2.327%
|
|
5.000% quarterly
|
|
|
23,232
|
|
|
|
(22,266)
|
|
|
|
45,498
|
|
JPMorgan Chase & Co. (Occidental Petroleum Corp., 5.550% due 3/15/26)
|
|
|
1,485,000
|
|
|
|
6/20/21
|
|
|
3.819%
|
|
1.000% quarterly
|
|
|
(26,523)
|
|
|
|
(28,195)
|
|
|
|
1,672
|
|
See Notes to Financial
Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
21
|
Schedule of investments (contd)
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES SELL PROTECTION1 (contd)
|
|
Swap Counterparty
(Reference Entity)
|
|
Notional
Amount2
|
|
|
Termination
Date
|
|
|
Implied
Credit
Spread at
October 31,
20203
|
|
Periodic
Payments
Received by
the Fund
|
|
|
Market
Value
|
|
|
Upfront
Premiums
Paid
(Received)
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
JPMorgan Chase & Co. (United States Steel Corp., 6.650%, due 6/1/37)
|
|
$
|
1,245,000
|
|
|
|
6/20/21
|
|
|
4.943%
|
|
|
5.000% quarterly
|
|
|
$
|
450
|
|
|
$
|
31,332
|
|
|
$
|
(30,882)
|
|
Morgan Stanley & Co. Inc. (CenturyLink Inc., 7.500%, due 4/1/24)
|
|
|
1,485,000
|
|
|
|
6/20/23
|
|
|
2.054%
|
|
|
1.000% quarterly
|
|
|
|
(40,306)
|
|
|
|
(52,018)
|
|
|
|
11,712
|
|
Morgan Stanley & Co. Inc. (CenturyLink Inc., 7.500%, due 4/1/24)
|
|
|
1,625,000
|
|
|
|
6/20/25
|
|
|
3.305%
|
|
|
1.000% quarterly
|
|
|
|
(159,665)
|
|
|
|
(158,043)
|
|
|
|
(1,622)
|
|
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)
|
|
|
815,000
|
|
|
|
6/20/22
|
|
|
0.964%
|
|
|
1.000% quarterly
|
|
|
|
485
|
|
|
|
(20,749)
|
|
|
|
21,234
|
|
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)
|
|
|
1,210,000
|
|
|
|
6/20/22
|
|
|
0.964%
|
|
|
1.000% quarterly
|
|
|
|
720
|
|
|
|
(30,825)
|
|
|
|
31,545
|
|
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)
|
|
|
950,000
|
|
|
|
12/20/22
|
|
|
1.128%
|
|
|
1.000% quarterly
|
|
|
|
(2,589)
|
|
|
|
(17,491)
|
|
|
|
14,902
|
|
Total
|
|
$
|
18,755,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
226,120
|
|
|
$
|
115,446
|
|
|
$
|
110,674
|
|
See Notes to Financial
Statements.
|
|
|
22
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CENTRALLY CLEARED CREDIT DEFAULT SWAPS ON CREDIT INDICES BUY PROTECTION4
|
|
Reference Entity
|
|
Notional
Amount2
|
|
|
Termination
Date
|
|
|
Periodic
Payments
Made by
the
Fund
|
|
Market
Value5
|
|
|
Upfront
Premiums
Paid
(Received)
|
|
|
Unrealized
Depreciation
|
|
Markit CDX.NA.HY.35 Index
|
|
$
|
14,810,000
|
|
|
|
12/20/25
|
|
|
5.000% quarterly
|
|
$
|
(519,090)
|
|
|
$
|
(495,130)
|
|
|
$
|
(23,960)
|
|
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 entitys credit soundness and a greater likelihood or risk of default or other credit event occurring
as defined under the terms of the agreement. A credit spread identified as Defaulted indicates a credit event has occurred for the referenced entity or obligation.
|
4
|
If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either
(i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or the underlying securities comprising the referenced index or (ii) receive 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 the underlying securities comprising the referenced index.
|
5
|
The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the
current status of the payment/performance risk and represent the likelihood of an expected loss (or profit) for the credit derivative had the notional amount of the swap agreement been closed/sold as of the period end. Decreasing market values (sell
protection) or increasing market values (buy protection) when compared to the notional amount of the swap, represent a deterioration of the referenced entitys credit soundness and a greater likelihood or risk of default or other credit event
occurring as defined under the terms of the agreement.
|
|
Percentage shown is an annual percentage rate.
|
See Notes to Financial Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
23
|
Schedule of investments (contd)
October 31, 2020
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
|
Summary of Investments by Country*
(unaudited)
|
|
|
|
United States
|
|
|
48.4
|
%
|
Brazil
|
|
|
13.0
|
|
Mexico
|
|
|
7.6
|
|
Indonesia
|
|
|
7.6
|
|
India
|
|
|
6.1
|
|
Spain
|
|
|
2.5
|
|
Colombia
|
|
|
1.4
|
|
Canada
|
|
|
1.2
|
|
China
|
|
|
1.1
|
|
Zambia
|
|
|
1.0
|
|
Israel
|
|
|
0.9
|
|
United Kingdom
|
|
|
0.7
|
|
Chile
|
|
|
0.5
|
|
Luxembourg
|
|
|
0.4
|
|
South Africa
|
|
|
0.4
|
|
France
|
|
|
0.4
|
|
Panama
|
|
|
0.4
|
|
Uruguay
|
|
|
0.3
|
|
Ukraine
|
|
|
0.1
|
|
Short-Term Investments
|
|
|
6.0
|
|
|
|
|
100.0
|
%
|
*
|
As a percentage of total investments. Please note that the Fund holdings are as of October 31, 2020 and are subject to change.
|
See Notes to Financial
Statements.
|
|
|
24
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
Statement of assets and liabilities
October 31, 2020
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
Investments, at value (Cost $355,195,603)
|
|
$
|
340,638,445
|
|
Cash
|
|
|
90,000
|
|
Interest receivable
|
|
|
4,948,071
|
|
Deposits with brokers for open futures contracts
|
|
|
2,307,450
|
|
Unrealized appreciation on forward foreign currency contracts
|
|
|
1,837,412
|
|
Deposits with brokers for OTC derivatives
|
|
|
1,410,000
|
|
Receivable for premiums on centrally cleared swap contracts
|
|
|
577,672
|
|
OTC swaps, at value (net premiums paid $371,193)
|
|
|
455,203
|
|
Receivable for open OTC swap contracts
|
|
|
72,335
|
|
Deposits with brokers for centrally cleared swap contracts
|
|
|
27
|
|
Prepaid expenses
|
|
|
22,908
|
|
Total Assets
|
|
|
352,359,523
|
|
|
|
Liabilities:
|
|
|
|
|
Loan payable (Note 6)
|
|
|
60,000,000
|
|
Mandatory Redeemable Preferred Stock ($100,000 and $10 liquidation value per share; 100 and 5,000,000 shares issued and
outstanding, respectively) (net of deferred offering costs of $721,341) (Note 7)
|
|
|
59,278,659
|
|
Unrealized depreciation on forward foreign currency contracts
|
|
|
5,739,188
|
|
Distributions payable to Common Shareholders
|
|
|
1,175,429
|
|
Payable to broker net variation margin on centrally cleared swap contracts
|
|
|
603,424
|
|
Distributions payable to Mandatory Redeemable Preferred Stockholders
|
|
|
450,928
|
|
Accrued foreign capital gains tax
|
|
|
241,153
|
|
OTC swaps, at value (premiums received $255,747)
|
|
|
229,083
|
|
Investment management fee payable
|
|
|
220,647
|
|
Payable to broker net variation margin on open futures contracts
|
|
|
122,188
|
|
Deposits from brokers for OTC derivatives
|
|
|
50,000
|
|
Interest expense payable
|
|
|
16,068
|
|
Directors fees payable
|
|
|
4,886
|
|
Accrued expenses
|
|
|
139,925
|
|
Total Liabilities
|
|
|
128,271,578
|
|
Total Net Assets Applicable to Common Shareholders
|
|
$
|
224,087,945
|
|
|
|
Net Assets Applicable to Common Shareholders:
|
|
|
|
|
Common stock par value ($0.001 par value; 16,791,836 shares issued and outstanding; 100,000,000 common shares
authorized)
|
|
$
|
16,792
|
|
Paid-in capital in excess of par value
|
|
|
268,169,120
|
|
Total distributable earnings (loss)
|
|
|
(44,097,967)
|
|
Total Net Assets Applicable to Common Shareholders
|
|
$
|
224,087,945
|
|
|
|
Common Shares Outstanding
|
|
|
16,791,836
|
|
|
|
Net Asset Value Per Common Share
|
|
|
$13.35
|
|
|
Net of accrued foreign capital gains tax of $241,153.
|
See Notes to Financial Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
25
|
Statement of operations
For the Year Ended October 31, 2020
|
|
|
|
|
|
|
Investment Income:
|
|
|
|
|
Interest
|
|
$
|
22,155,921
|
|
Dividends
|
|
|
192,491
|
|
Less: Foreign taxes withheld
|
|
|
(748,490)
|
|
Total Investment Income
|
|
|
21,599,922
|
|
|
|
Expenses:
|
|
|
|
|
Investment management fee (Note 2)
|
|
|
3,653,138
|
|
Distributions to Mandatory Redeemable Preferred Stockholders (Notes 1 and 7)
|
|
|
2,081,679
|
|
Interest expense (Note 6)
|
|
|
1,337,297
|
|
Transfer agent fees
|
|
|
403,300
|
|
Legal fees
|
|
|
195,453
|
|
Amortization of preferred stock offering costs (Note 7)
|
|
|
177,258
|
|
Directors fees
|
|
|
127,372
|
|
Custody fees
|
|
|
94,779
|
|
Excise tax (Note 1)
|
|
|
93,221
|
|
Fund accounting fees
|
|
|
70,766
|
|
Shareholder reports
|
|
|
65,928
|
|
Audit and tax fees
|
|
|
62,627
|
|
Rating agency fees
|
|
|
24,585
|
|
Stock exchange listing fees
|
|
|
14,522
|
|
Insurance
|
|
|
5,074
|
|
Miscellaneous expenses
|
|
|
209,659
|
|
Total Expenses
|
|
|
8,616,658
|
|
Less: Fee waivers and/or expense reimbursements (Note 2)
|
|
|
(454,161)
|
|
Net Expenses
|
|
|
8,162,497
|
|
Net Investment Income
|
|
|
13,437,425
|
|
|
|
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
|
|
|
9,778,738
|
|
Futures contracts
|
|
|
(4,030,962)
|
|
Swap contracts
|
|
|
(58,392)
|
|
Forward foreign currency contracts
|
|
|
1,820,682
|
|
Foreign currency transactions
|
|
|
(806,419)
|
|
Net Realized Gain
|
|
|
6,703,647
|
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
|
|
|
Investments
|
|
|
(21,259,305)
|
|
Futures contracts
|
|
|
(1,851,864)
|
|
Swap contracts
|
|
|
(1,346)
|
|
Forward foreign currency contracts
|
|
|
(2,524,477)
|
|
Foreign currencies
|
|
|
(660)
|
|
Change in Net Unrealized Appreciation (Depreciation)
|
|
|
(25,637,652)
|
|
Net Loss on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency
Transactions
|
|
|
(18,934,005)
|
|
Decrease in Net Assets Applicable to Common Shareholders From Operations
|
|
$
|
(5,496,580)
|
|
|
Net of foreign capital gains tax of $3,627.
|
|
Net of change in accrued foreign capital gains tax of $82,651.
|
See Notes to Financial Statements.
|
|
|
26
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
Statements of changes in net assets
|
|
|
|
|
|
|
|
|
For the Years Ended October 31,
|
|
2020
|
|
|
2019
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
13,437,425
|
|
|
$
|
17,184,969
|
|
Net realized gain
|
|
|
6,703,647
|
|
|
|
428,187
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
(25,637,652)
|
|
|
|
42,999,376
|
|
Increase (Decrease) in Net Assets Applicable to Common Shareholders From
Operations
|
|
|
(5,496,580)
|
|
|
|
60,612,532
|
|
|
|
|
Distributions to Common Shareholders From (Note 1):
|
|
|
|
|
|
|
|
|
Total distributable earnings
|
|
|
(17,232,621)
|
|
|
|
(15,950,549)
|
|
Decrease in Net Assets From Distributions to Common
Shareholders
|
|
|
(17,232,621)
|
|
|
|
(15,950,549)
|
|
|
|
|
Fund Share Transactions:
|
|
|
|
|
|
|
|
|
Cost of shares repurchased through tender offer (4,197,959 and 0 shares repurchased, respectively)
(Note 5)
|
|
|
(56,798,385)
|
|
|
|
|
|
Decrease in Net Assets From Fund Share Transactions
|
|
|
(56,798,385)
|
|
|
|
|
|
Increase (Decrease) in Net Assets Applicable to Common
Shareholders
|
|
|
(79,527,586)
|
|
|
|
44,661,983
|
|
|
|
|
Net Assets Applicable to Common Shareholders:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
303,615,531
|
|
|
|
258,953,548
|
|
End of year
|
|
$
|
224,087,945
|
|
|
$
|
303,615,531
|
|
See Notes to Financial
Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
27
|
Statement of cash flows
For the Year Ended October 31, 2020
|
|
|
|
|
|
|
Increase (Decrease) in Cash:
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
Net decrease in net assets applicable to common shareholders resulting from operations
|
|
$
|
(5,496,580)
|
|
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided (used) by operating
activities:
|
|
|
|
|
Purchases of portfolio securities
|
|
|
(235,231,012)
|
|
Sales of portfolio securities
|
|
|
309,492,541
|
|
Net purchases, sales and maturities of short-term investments
|
|
|
15,923,980
|
|
Net amortization of premium (accretion of discount)
|
|
|
829,082
|
|
Decrease in receivable for securities sold
|
|
|
1,493,135
|
|
Increase in receivable for premiums on centrally cleared swap contracts
|
|
|
(577,672)
|
|
Decrease in interest receivable
|
|
|
1,513,961
|
|
Decrease in prepaid expenses
|
|
|
3,131
|
|
Decrease in receivable for open OTC swap contracts
|
|
|
5,213
|
|
Decrease in receivable from broker net variation margin on open futures contracts
|
|
|
212,866
|
|
Decrease in premiums paid for OTC swap contracts
|
|
|
635,142
|
|
Increase in payable to broker net variation margin on centrally cleared swap contracts
|
|
|
603,424
|
|
Decrease in deposits from brokers for OTC derivatives
|
|
|
(250,000)
|
|
Amortization of preferred stock offering costs
|
|
|
177,258
|
|
Decrease in investment management fee payable
|
|
|
(66,159)
|
|
Increase in Directors fees payable
|
|
|
2,148
|
|
Decrease in interest expense payable
|
|
|
(66,266)
|
|
Decrease in accrued expenses
|
|
|
(63,291)
|
|
Increase in distributions payable to Mandatory Redeemable Preferred Stockholders
|
|
|
95,300
|
|
Increase in payable to broker net variation margin on futures contracts
|
|
|
122,188
|
|
Net realized gain on investments
|
|
|
(9,778,738)
|
|
Change in net unrealized appreciation (depreciation) of investments, OTC swap contracts and forward foreign currency
contracts
|
|
|
23,761,168
|
|
Net Cash Provided in Operating Activities*
|
|
|
103,340,819
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
Distributions paid on common stock (net of distributions payable)
|
|
|
(17,421,529)
|
|
Proceeds from loan facility borrowings
|
|
|
40,000,000
|
|
Repayment of loan facility borrowings
|
|
|
(80,000,000)
|
|
Payment for shares repurchased through tender offer
|
|
|
(56,798,385)
|
|
Proceeds from offering of Mandatory Redeemable Preferred Stock
|
|
|
50,000,000
|
|
Redemption of Mandatory Redeemable Preferred Stock
|
|
|
(40,000,000)
|
|
Preferred stock offering costs
|
|
|
(804,052)
|
|
Net Cash Used by Financing Activities
|
|
|
(105,023,966)
|
|
Net Decrease in Cash and Restricted Cash
|
|
|
(1,683,147)
|
|
Cash and restricted cash at beginning of year
|
|
|
5,490,624
|
|
Cash and restricted cash at end of year
|
|
$
|
3,807,477
|
|
*
|
Included in operating expenses is cash of $1,403,563 paid for interest on borrowings.
|
See Notes to Financial Statements.
|
|
|
28
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
The following table provides a reconciliation of cash 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, 2020
|
|
Cash
|
|
$
|
90,000
|
|
Restricted cash
|
|
|
3,717,477
|
|
Total cash and restricted cash shown in the Statement of Cash Flows
|
|
$
|
3,807,477
|
|
|
Restricted cash consists of cash that has been segregated to cover the Funds 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. 2020 Annual Report
|
|
29
|
Financial highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a common share of capital stock outstanding throughout each year ended October
31:
|
|
|
|
20201
|
|
|
20191
|
|
|
20181
|
|
|
20171
|
|
|
20161
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$14.46
|
|
|
|
$12.34
|
|
|
|
$14.87
|
|
|
|
$15.04
|
|
|
|
$15.08
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.65
|
|
|
|
0.82
|
|
|
|
0.85
|
|
|
|
1.04
|
|
|
|
0.92
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.93)
|
|
|
|
2.06
|
|
|
|
(2.45)
|
|
|
|
(0.13)
|
|
|
|
0.33
|
|
Total income (loss) from operations
|
|
|
(0.28)
|
|
|
|
2.88
|
|
|
|
(1.60)
|
|
|
|
0.91
|
|
|
|
1.25
|
|
|
|
|
|
|
|
Less distributions to common shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.84)
|
|
|
|
(0.76)
|
|
|
|
(0.33)
|
|
|
|
(0.09)
|
|
|
|
(0.77)
|
|
Return of capital
|
|
|
|
|
|
|
|
|
|
|
(0.60)
|
|
|
|
(0.99)
|
|
|
|
(0.53)
|
|
Total distributions to common shareholders
|
|
|
(0.84)
|
|
|
|
(0.76)
|
|
|
|
(0.93)
|
|
|
|
(1.08)
|
|
|
|
(1.30)
|
|
Anti-dilutive impact of repurchase plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01
|
2
|
Anti-dilutive impact of tender offer
|
|
|
0.01
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$13.35
|
|
|
|
$14.46
|
|
|
|
$12.34
|
|
|
|
$14.87
|
|
|
|
$15.04
|
|
|
|
|
|
|
|
Market price, end of year
|
|
|
$11.01
|
|
|
|
$12.35
|
|
|
|
$10.29
|
|
|
|
$13.00
|
|
|
|
$12.94
|
|
Total return, based on NAV4,5
|
|
|
(1.83)
|
%
|
|
|
24.04
|
%
|
|
|
(11.30)
|
%
|
|
|
6.36
|
%
|
|
|
9.18
|
%
|
Total return, based on Market Price6
|
|
|
(4.41)
|
%
|
|
|
28.29
|
%
|
|
|
(14.46)
|
%
|
|
|
9.24
|
%
|
|
|
14.53
|
%
|
|
|
|
|
|
|
Net assets applicable to common shareholders, end of year (millions)
|
|
|
$224
|
|
|
|
$304
|
|
|
|
$259
|
|
|
|
$312
|
|
|
|
$316
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
3.05
|
%7
|
|
|
3.26
|
%
|
|
|
3.06
|
%
|
|
|
2.76
|
%
|
|
|
2.83
|
%
|
Net expenses
|
|
|
2.89
|
7,8
|
|
|
3.11
|
8
|
|
|
2.92
|
8
|
|
|
2.76
|
|
|
|
2.83
|
|
Net investment income
|
|
|
4.75
|
7
|
|
|
6.13
|
|
|
|
6.06
|
|
|
|
7.03
|
|
|
|
6.30
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
61
|
%
|
|
|
55
|
%
|
|
|
52
|
%
|
|
|
78
|
%
|
|
|
67
|
%
|
See Notes to Financial
Statements.
|
|
|
30
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a common share of capital stock outstanding throughout each year ended October
31:
|
|
|
|
20201
|
|
|
20191
|
|
|
20181
|
|
|
20171
|
|
|
20161
|
|
Supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Outstanding, End of Year (000s)
|
|
|
$60,000
|
|
|
|
$100,000
|
|
|
|
$100,000
|
|
|
|
$131,500
|
|
|
|
$132,300
|
|
Asset Coverage Ratio for Loan Outstanding9
|
|
|
573
|
%
|
|
|
454
|
%
|
|
|
409
|
%
|
|
|
375
|
%
|
|
|
376
|
%
|
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding9
|
|
|
$5,735
|
|
|
|
$4,536
|
|
|
|
$4,090
|
|
|
|
$3,753
|
|
|
|
$3,765
|
|
Weighted Average Loan (000s)
|
|
|
$88,962
|
|
|
|
$101,781
|
|
|
|
$104,914
|
|
|
|
$121,606
|
|
|
|
$132,300
|
|
Weighted Average Interest Rate on Loan
|
|
|
1.50
|
%
|
|
|
3.03
|
%
|
|
|
2.53
|
%
|
|
|
1.67
|
%
|
|
|
1.10
|
%
|
Mandatory Redeemable Preferred Stock at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation Value, End of Year (000s)
|
|
|
$60,000
|
|
|
|
$50,000
|
|
|
|
$50,000
|
|
|
|
$50,000
|
|
|
|
$50,000
|
|
Asset Coverage Ratio for Mandatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Preferred Stock10
|
|
|
287
|
%
|
|
|
302
|
%
|
|
|
273
|
%
|
|
|
272
|
%
|
|
|
273
|
%
|
Asset Coverage, per $100,000 and $10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation Value per Share of Mandatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Preferred Stock10
|
|
|
$286,740
|
|
|
|
$302,410
|
|
|
|
$272,636
|
|
|
|
$271,914
|
|
|
|
$273,221
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
The repurchase plan was completed at an average repurchase price of $13.41 for 86,958 shares and $1,165,853 for the year ended October 31, 2016.
|
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 Funds 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
|
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.
|
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 and mandatory
redeemable preferred stock outstanding at the end of the period.
|
See Notes to Financial Statements.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
31
|
Notes to financial statements
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 Funds 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. On April 1, 2020 and August 14, 2020, the Board of Directors of the Fund approved amendments to the Funds bylaws. The amended
and restated bylaws were subsequently filed on Form 8-K and are available on the Securities and Exchange Commissions website at www.sec.gov.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (GAAP). Estimates and assumptions are
required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these
estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government,
municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or
broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit
risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts
are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the
primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third
party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers
or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been
significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset
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value, the Fund values these securities as determined in accordance with procedures approved by the Funds Board
of Directors.
The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the
Legg Mason North Atlantic Fund Valuation Committee (the Valuation Committee). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the
effectiveness of the Funds pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts
due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation
Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely
traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and
appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuers 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.
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Notes to financial statements (contd)
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:
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Level 1 quoted prices in active markets for identical investments
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Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
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Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
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The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those
securities.
The following is a summary of the inputs used in valuing the Funds assets and liabilities carried at fair value:
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ASSETS
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Description
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Quoted Prices
(Level 1)
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Other Significant
Observable Inputs
(Level 2)
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Significant
Unobservable
Inputs
(Level 3)
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Total
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Long-Term Investments:
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Corporate Bonds & Notes
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$
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174,633,593
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$
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174,633,593
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Sovereign Bonds
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101,980,856
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101,980,856
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Collateralized Mortgage Obligations
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38,783,969
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38,783,969
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Convertible Bonds & Notes
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4,059,486
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4,059,486
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Asset-Backed Securities
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732,276
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732,276
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Total Long-Term Investments
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320,190,180
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320,190,180
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Short-Term Investments
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$
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20,448,265
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20,448,265
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Total Investments
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$
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20,448,265
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$
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320,190,180
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$
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340,638,445
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Other Financial Instruments:
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Forward Foreign Currency Contracts
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$
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1,837,412
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$
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1,837,412
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OTC Credit Default Swaps on Corporate Issues Sell Protection
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455,203
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455,203
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Total Other Financial Instruments
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$
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2,292,615
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$
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2,292,615
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Total
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$
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20,448,265
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$
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322,482,795
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$
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342,931,060
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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LIABILITIES
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Description
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Quoted Prices
(Level 1)
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Other Significant
Observable Inputs
(Level 2)
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Significant
Unobservable
Inputs
(Level 3)
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Total
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Other Financial Instruments:
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Futures Contracts
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$
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1,747,775
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$
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1,747,775
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Forward Foreign Currency Contracts
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$
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5,739,188
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5,739,188
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OTC Credit Default Swaps on Corporate Issues Sell Protection
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229,083
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229,083
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Centrally Cleared Credit Default Swaps on Credit Indices Buy Protection
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23,960
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23,960
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Total
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$
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1,747,775
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$
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5,992,231
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$
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7,740,006
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See Schedule of Investments for additional detailed categorizations.
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Value includes any premium paid or received with respect to swap contracts.
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(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 as the initial margin and subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For
certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized gains or losses in the
Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.
Futures contracts involve, to varying degrees, risk
of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(c) Forward foreign currency contracts. The Fund enters into a forward foreign currency
contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward
foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is
marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either
delivery or offset by entering into another forward foreign currency contract,
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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Notes to financial statements (contd)
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 held in segregated accounts with
the Funds 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.
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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The Funds 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, 2020, the total notional value of all credit default swaps to sell protection was $18,755,000. These amounts would be offset by the value of the swaps 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, 2020, 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 issuers default. As a
seller of protection, the Fund generally receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under
the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the
agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its
total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.
Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market perceived credit risk rises and when spreads
fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and
decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entitys credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the
terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Schedule of Investments and serve as an indicator of the current
status of the payment/performance risk and represent the likelihood or risk of default for credit
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Notes to financial statements (contd)
derivatives. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting
values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.
The Funds 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 Funds exposure to the counterparty). As the protection seller, the Funds maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit risk-related contingent features since they require
payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.
Entering into a CDS agreement involves, to
varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements,
that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.
(e) Loan participations. The Fund may invest in loans arranged through private negotiation
between one or more financial institutions. The Funds investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to
enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting
the loan in which it has purchased the participation.
The Fund assumes the credit risk of the borrower, the lender that is selling the participation and
any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any off-set between the lender and the borrower.
(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 markets 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.
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The yield to maturity on IOs 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 IOs.
(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 Statement of Changes in Net Assets and
additional information on cash receipts and cash payments are 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 Funds 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 Funds 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
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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Notes to financial statements (contd)
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 Funds investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by
devaluations and exchange rate fluctuations.
Investments in securities that are collateralized by real estate mortgages are subject to certain credit
and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages,
collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their
credit ratings and values.
(j) Foreign investment risks. The Funds
investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies,
changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions,
expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(k) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is
exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the
event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Funds 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.
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The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master
Agreement (ISDA Master Agreement) or similar agreement, with certain of its derivative counterparties that govern over-the-counter derivatives and provide
for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to,
a percentage decrease in the Funds net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require
additional collateral.
Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative
financial instruments payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master
Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right
to offset may vary by jurisdiction.
Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or
exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has
been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of
Investments.
As of October 31, 2020, the Fund held forward foreign currency contracts and OTC Credit Default Swaps with credit related contingent
features which had a liability position of $5,968,271. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivative counterparties. As of October 31, 2020,
the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $1,410,000 which could be used to reduce the required payment.
As of October 31, 2020, the Fund held cash collateral from Goldman Sachs Group Inc. in the amount of $50,000. This amount can be used to reduce the Funds
exposure to the counterparty in the event of default.
(l) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind
securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Dividend income is
recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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Notes to financial statements (contd)
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 Funds 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 Funds Board of Directors. Under the Funds
Managed Distribution Policy, if, for any monthly distribution, the value of the Funds net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Funds 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 Funds 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 Funds 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 custodians fees is paid indirectly by credits earned on the Funds cash on deposit with the bank.
(o) Federal and other taxes. It is the Funds 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 Funds financial statements.
|
|
|
42
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4%
of the amount by which 98% of the Funds annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid $93,221 of federal excise taxes
attributable to calendar year 2019 in March 2020.
Management has analyzed the Funds tax positions taken on income tax returns for all open tax
years and has concluded that as of October 31, 2020, no provision for income tax is required in the Funds financial statements. The Funds 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.
(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)
|
|
$
|
269,709
|
|
|
$
|
(269,709)
|
|
(a)
|
Reclassifications are due to an excise tax paid by the Fund and book/tax differences in the treatment of non-deductible
offering costs.
|
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (LMPFA) is the Funds investment manager and Brandywine Global Investment Management, LLC (Brandywine
Global) is the Funds subadviser. As of July 31, 2020, LMPFA and Brandywine Global are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (Franklin Resources). Prior to July 31, 2020, LMPFA and
Brandywine Global were wholly-owned subsidiaries of Legg Mason, Inc. (Legg Mason). As of July 31, 2020, Legg Mason is a subsidiary of 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 Funds average daily
net 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.
|
|
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
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|
43
|
Notes to financial statements (contd)
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 Funds assets, including those investments purchased with leverage.
LMPFA
implemented a voluntary investment management fee waiver of 0.10% that will continue through May 31, 2021.
During the year ended October 31,
2020, fees waived and/or expenses reimbursed amounted to $454,161.
As of July 31, 2020, all officers and one Director of the Fund are employees of
Franklin Resources or its affiliates and do not receive compensation from the Fund. Prior to July 31, 2020, all officers and one Director of the Fund were employees of Legg Mason and did not receive compensation from the Fund.
3. Investments
During the year ended
October 31, 2020, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
|
|
|
|
|
Purchases
|
|
|
$235,231,012
|
|
Sales
|
|
|
309,492,541
|
|
At October 31, 2020, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of
investments for federal income tax purposes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost/Premiums
Paid (Received)
|
|
|
Gross
Unrealized
Appreciation
|
|
|
Gross
Unrealized
Depreciation
|
|
|
Net
Unrealized
Appreciation
(Depreciation)
|
|
Securities
|
|
$
|
356,239,071
|
|
|
$
|
16,017,334
|
|
|
$
|
(31,617,960)
|
|
|
$
|
(15,600,626)
|
|
Futures contracts
|
|
|
|
|
|
|
|
|
|
|
(1,747,775)
|
|
|
|
(1,747,775)
|
|
Forward foreign currency contracts
|
|
|
|
|
|
|
1,837,412
|
|
|
|
(5,739,188)
|
|
|
|
(3,901,776)
|
|
Swap contracts
|
|
|
(379,684)
|
|
|
|
152,297
|
|
|
|
(65,583)
|
|
|
|
86,714
|
|
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, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSET DERIVATIVES1
|
|
|
|
Foreign
Exchange Risk
|
|
|
Credit
Risk
|
|
|
Total
|
|
Forward foreign currency contracts
|
|
$
|
1,837,412
|
|
|
|
|
|
|
$
|
1,837,412
|
|
OTC swap contracts2
|
|
|
|
|
|
$
|
455,203
|
|
|
|
455,203
|
|
Total
|
|
$
|
1,837,412
|
|
|
$
|
455,203
|
|
|
$
|
2,292,615
|
|
|
|
|
44
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITY DERIVATIVES1
|
|
|
|
Interest
Rate Risk
|
|
|
Foreign
Exchange Risk
|
|
|
Credit
Risk
|
|
|
Total
|
|
Futures contracts3
|
|
$
|
1,747,775
|
|
|
|
|
|
|
|
|
|
|
$
|
1,747,775
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
5,739,188
|
|
|
|
|
|
|
|
5,739,188
|
|
OTC swap contracts2
|
|
|
|
|
|
|
|
|
|
$
|
229,083
|
|
|
|
229,083
|
|
Centrally cleared swap contracts4
|
|
|
|
|
|
|
|
|
|
|
23,960
|
|
|
|
23,960
|
|
Total
|
|
$
|
1,747,775
|
|
|
$
|
5,739,188
|
|
|
$
|
253,043
|
|
|
$
|
7,740,006
|
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for liability derivatives is payables/net unrealized
depreciation.
|
2
|
Values include premiums paid (received) on swap contracts which are shown separately in the Statement of Assets and Liabilities.
|
3
|
Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only variation margin is reported within the
receivables and/or payables on the Statement of Assets and Liabilities.
|
4
|
Includes cumulative appreciation (depreciation) of centrally cleared swap contracts as reported in the Schedule of Investments. Only variation margin is reported
within the receivables and/or payables on the Statement of Assets and Liabilities.
|
The following tables provide information about the
effect of derivatives and hedging activities on the Funds Statement of Operations for the year ended October 31, 2020. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives
during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Funds derivatives and hedging activities during the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest
Rate Risk
|
|
|
Foreign
Exchange Risk
|
|
|
Credit
Risk
|
|
|
Equity
Risk
|
|
|
Total
|
|
Futures contracts
|
|
$
|
2,752,792
|
|
|
|
|
|
|
|
|
|
|
$
|
(6,783,754)
|
|
|
$
|
(4,030,962)
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
1,820,682
|
|
|
|
|
|
|
|
|
|
|
|
1,820,682
|
|
Swap contracts
|
|
|
|
|
|
|
|
|
|
$
|
(58,392)
|
|
|
|
|
|
|
|
(58,392)
|
|
Total
|
|
$
|
2,752,792
|
|
|
$
|
1,820,682
|
|
|
$
|
(58,392)
|
|
|
$
|
(6,783,754)
|
|
|
$
|
(2,268,672)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest
Rate Risk
|
|
|
Foreign
Exchange
Risk
|
|
|
Credit
Risk
|
|
|
Total
|
|
Futures contracts
|
|
$
|
(1,851,864)
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,851,864)
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
(2,524,477)
|
|
|
|
|
|
|
|
(2,524,477)
|
|
Swap contracts
|
|
|
|
|
|
|
|
|
|
$
|
(1,346)
|
|
|
|
(1,346)
|
|
Total
|
|
$
|
(1,851,864)
|
|
|
$
|
(2,524,477)
|
|
|
$
|
(1,346)
|
|
|
$
|
(4,377,687)
|
|
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
45
|
Notes to financial statements (contd)
During the year ended October 31, 2020, the volume of derivative activity for the Fund was as follows:
|
|
|
|
|
|
|
Average Market
Value
|
|
Futures contracts (to buy)
|
|
$
|
33,419,176
|
|
Futures contracts (to sell)
|
|
|
4,910,200
|
|
Forward foreign currency contracts (to buy)
|
|
|
170,610,321
|
|
Forward foreign currency contracts (to sell)
|
|
|
222,690,530
|
|
|
|
|
|
Average Notional
Balance
|
|
Credit default swap contracts (to buy protection)
|
|
$
|
1,351,385
|
|
Credit default swap contracts (to sell protection)
|
|
|
22,781,599
|
|
|
At October 31, 2020, there were no open positions held in this derivative.
|
The following table presents the Funds 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, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
510,434
|
|
|
$
|
(815,100)
|
|
|
$(304,666)
|
|
|
|
|
|
$
|
(304,666)
|
|
Citibank N.A.
|
|
|
1,271,976
|
|
|
|
(2,933,662)
|
|
|
(1,661,686)
|
|
$
|
960,000
|
|
|
|
(701,686)
|
|
Goldman Sachs Group Inc.
|
|
|
145,238
|
|
|
|
|
|
|
145,238
|
|
|
(50,000)
|
|
|
|
95,238
|
|
HSBC Securities Inc.
|
|
|
|
|
|
|
(1,557,916)
|
|
|
(1,557,916)
|
|
|
190,000
|
|
|
|
(1,367,916)
|
|
JPMorgan Chase & Co.
|
|
|
308,041
|
|
|
|
(367,233)
|
|
|
(59,192)
|
|
|
|
|
|
|
(59,192)
|
|
Morgan Stanley & Co. Inc.
|
|
|
1,205
|
|
|
|
(202,560)
|
|
|
(201,355)
|
|
|
202,560
|
|
|
|
1,205
|
|
National Australia Bank Ltd.
|
|
|
55,721
|
|
|
|
|
|
|
55,721
|
|
|
|
|
|
|
55,721
|
|
UBS Securities LLC
|
|
|
|
|
|
|
(91,800)
|
|
|
(91,800)
|
|
|
|
|
|
|
(91,800)
|
|
Total
|
|
$
|
2,292,615
|
|
|
$
|
(5,968,271)
|
|
|
$(3,675,656)
|
|
$
|
1,302,560
|
|
|
$
|
(2,373,096)
|
|
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. Tender offers
On July 7, 2020, the
Fund announced that the Funds Board of Directors had approved a cash tender offer for up to 20% of the outstanding common stock (Shares) of the Fund at a price per Share equal to 99.5% of the Funds net asset value per Share
as of the business day immediately following the expiration date of the tender offer. On August 25, 2020, the
|
|
|
46
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
Fund commenced its tender offer, which expired on September 22, 2020. Pursuant to the terms of the tender offer,
the Fund repurchased Shares tendered and accepted in the tender offer in exchange for cash. On September 25, 2020, the Fund announced the final results for the tender offer.
Approximately 14,111,137 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeds 4,197,959 Shares, the tender offer was oversubscribed. Therefore, in accordance with the terms and
conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, disregarding fractions. Payment for such Shares was made on September 28, 2020. The purchase price of properly tendered
Shares was $13.53 per Share, equal to 99.5% of the per Share net asset value of $13.60 as of the close of the regular trading session of the New York Stock Exchange on September 23, 2020. Shares that were not tendered remain outstanding.
6. Loan
The Fund has a revolving
credit agreement with Pershing LLC (Credit Agreement), which allows the Fund to borrow up to an aggregate amount of $200,000,000, subject to approval by Pershing LLC, and renews daily for a 180-day
term unless notice to the contrary is given to the Fund. The interest on the loan is calculated at a variable rate based on the one-month LIBOR plus any applicable margin. To the extent of the borrowing
outstanding, the Fund is required to maintain collateral in a special custody account at the Funds custodian on behalf of the lender. The Funds Credit Agreement contains customary covenants that, among other things, may limit the
Funds ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in
addition to those required by the 1940 Act. In addition, the Credit Agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Funds ability to utilize borrowing under the
agreement. Interest expense related to this loan for the year ended October 31, 2020 was $1,336,824. For the year ended October 31, 2020, the average daily loan balance was $88,961,749 and the weighted average interest rate was 1.50%. At
October 31, 2020, the Fund had $60,000,000 of borrowings outstanding subject to the terms of this Credit Agreement.
7. Mandatory
redeemable preferred stock
On February 18, 2015, the Fund completed a private placement of $50,000,000 fixed rate Mandatory Redeemable
Preferred Stock (MRPS). Net proceeds from the offering were used to make new portfolio investments and for general corporate purposes. Offering costs incurred by the Fund in connection with the MRPS issuance are being amortized to
expense over the respective life of each series of MRPS. Series A MRPS were issued with a Term Redemption date of February 18, 2020 and Series B MRPS were issued with a Term Redemption date of February 18, 2022.
On December 27, 2019, the Fund redeemed 400 shares of Series A MRPS at a liquidation value of $40,000,000 plus any accumulated unpaid dividends.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
47
|
Notes to financial statements (contd)
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 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.
On December 30, 2019, Series B MRPS were exchanged for Series C MRPS.
The table below summarizes the key terms
of each series of the MRPS at October 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
|
|
Term
Redemption
Date
|
|
|
Rate
|
|
|
Shares
|
|
|
Liquidation
Preference
Per Share
|
|
|
Aggregate
Liquidation
Value
|
|
|
Estimated
Fair
Value
|
|
Series C
|
|
|
2/18/2022
|
|
|
|
3.58%
|
|
|
|
100
|
|
|
$
|
100,000
|
|
|
$
|
10,000,000
|
|
|
$
|
10,133,374
|
|
Series D
|
|
|
12/30/2024
|
|
|
|
3.55%
|
|
|
|
2,500,000
|
|
|
$
|
10
|
|
|
$
|
25,000,000
|
|
|
$
|
26,044,927
|
|
Series E
|
|
|
12/30/2026
|
|
|
|
3.71%
|
|
|
|
2,500,000
|
|
|
$
|
10
|
|
|
$
|
25,000,000
|
|
|
$
|
26,362,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
60,000,000
|
|
|
$
|
62,541,263
|
|
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 Funds 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
|
|
|
48
|
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BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
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.
8. Distributions to common shareholders subsequent to October 31, 2020
The following distributions to common shareholders have been declared by the Funds Board of Directors and are payable subsequent to the period
end of this report:
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payable Date
|
|
|
Amount
|
|
10/23/2020
|
|
|
11/2/2020
|
|
|
$
|
0.0700
|
|
11/20/2020
|
|
|
12/1/2020
|
|
|
$
|
0.0700
|
|
12/23/2020
|
|
|
12/31/2020
|
|
|
$
|
0.0750
|
|
12/31/2020
|
|
|
1/29/2021
|
|
|
$
|
0.0750
|
|
2/19/2021
|
|
|
3/1/2021
|
|
|
$
|
0.0750
|
|
9. Stock repurchase program
On November 16, 2015, the Fund announced that the Funds Board of Directors (the Board) had authorized the Fund to repurchase in the open market up to approximately 10% of the Funds
outstanding common stock when the Funds 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 year ended October 31, 2020, the Fund did not repurchase any shares.
Since the commencement of the stock repurchase program through October 31, 2020, the Fund repurchased 86,958 shares or 0.41% of its common shares outstanding
for a total amount of $1,165,853.
10. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended October 31, was as follows:
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
Distributions paid from:
|
|
|
|
|
|
|
|
|
Ordinary income:
|
|
|
|
|
|
|
|
|
Common shareholders
|
|
$
|
17,232,621
|
|
|
$
|
15,950,549
|
|
Mandatory redeemable preferred shares
|
|
|
2,081,679
|
|
|
|
1,674,000
|
|
Total distributions paid
|
|
$
|
19,314,300
|
|
|
$
|
17,624,549
|
|
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
49
|
Notes to financial statements (contd)
As of October 31, 2020, the components of distributable earnings (loss) on a tax basis were as follows:
|
|
|
|
|
Undistributed ordinary income net
|
|
$
|
9,661,294
|
|
Deferred capital losses*
|
|
|
(37,428,470)
|
|
Other book/tax temporary differences(a)
|
|
|
5,098,947
|
|
Unrealized appreciation (depreciation)(b)
|
|
|
(21,429,738)
|
|
Total distributable earnings (loss) net
|
|
$
|
(44,097,967)
|
|
*
|
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 certain future, foreign currency and swap contracts and book/tax differences in the timing of the deductibility of various expenses.
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax
deferral of losses on wash sales.
|
11. Other matters
The outbreak of the respiratory illness COVID-19 (commonly referred to as coronavirus) has continued to rapidly spread around the world, causing considerable
uncertainty for the global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The
COVID-19 pandemic could adversely affect the value and liquidity of the Funds investments and negatively impact the Funds performance. In addition, the outbreak of
COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.
* * *
The
Funds investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or LIBOR, which is the offered rate for short-term Eurodollar deposits between major
international banks. Plans are underway to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Funds transactions and the
financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Funds investments cannot yet be determined.
* * *
On August 14, 2020, the Fund announced that it has elected, by
resolution unanimously adopted by the Funds board of directors, to be subject to the Maryland Control Share Acquisition Act (the MCSAA), effective immediately. The MCSAA protects the interests of all stockholders of a Maryland
corporation by providing that any holder of control shares acquired in a control share acquisition will not be entitled to vote its shares unless the other stockholders of the corporation reinstate those voting rights at a
meeting of stockholders by a vote of two-thirds of the votes entitled to be cast on the matter, excluding
|
|
|
50
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
the acquiring person (i.e., the holder or group of holders acting in concert that acquires, or proposes to
acquire, control shares) and any other holders of interested shares as defined in the MCSAA. Generally, control shares are shares that, when aggregated with shares already owned by an acquiring person, would
entitle the acquiring person to exercise 10% or more, 33 1/3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors.
Application of the MCSAA seeks to limit the ability of an acquiring person to achieve a short-term gain at the expense of the Funds ability to pursue its investment objective and policies and seek long-term
value for the rest of the Funds stockholders. The above description of the MCSAA is only a high-level summary and does not purport to be complete. Investors should refer to the actual provisions of the MCSAA and the Funds bylaws for more
information, including definitions of key terms, various exclusions and exemptions from the statutes scope, and the procedures by which stockholders may approve the reinstatement of voting rights to holders of control shares.
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
|
51
|
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 the BrandywineGLOBAL Global Income
Opportunities Fund Inc. (the Fund) as of October 31, 2020, the related statements of operations and cash flows for the year ended October 31, 2020, the statement of changes in net assets for each of the two years in the period
ended October 31, 2020, including the related notes, and the financial highlights for each of the four years in the period ended October 31, 2020 (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, 2020, 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, 2020 and the financial highlights for each of the four years in the period ended October 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Fund as of and for the year ended October 31, 2016 and the financial highlights for the year then ended (not
presented herein, other than the financial highlights) were audited by other auditors whose report dated December 20, 2016 expressed an unqualified opinion on those financial statements and financial highlights.
Basis for Opinion
These financial statements
are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds 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, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We
believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
December 22, 2020
We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.
|
|
|
52
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc. 2020 Annual Report
|
Additional shareholder information (unaudited)
Results of special meeting of shareholders
On July 6, 2020, a special meeting of shareholders was held for the following purposes: 1) to approve a new management agreement between the Fund and its
investment manager; and 2) to approve a new subadvisory agreement with respect to each of the Funds subadvisers. The following table provides the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each matter voted on at the special meeting of shareholders. Each item voted on was approved.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item Voted On
|
|
Voted For
|
|
|
Voted Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
To Approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLC
|
|
|
16,243,062
|
|
|
|
4,221,555
|
|
|
|
197,138
|
|
|
|
0
|
|
To Approve a New Subadvisory Agreement with Brandywine Global Investment Management, LLC
|
|
|
16,251,721
|
|
|
|
634,538
|
|
|
|
186,070
|
|
|
|
0
|
|
Proposal No. 1 is less likely to be approved if your shares are not represented at the Meeting
|
|
|
3,519,725
|
|
|
|
69,702
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
53
|
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, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the
Fund is set forth below.
The Funds 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)
|
|
24
|
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)
|
|
24
|
Other board memberships held by Director during the past five years
|
|
None
|
|
|
|
54
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
Independent
Directors
(contd)
|
|
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)
|
|
24
|
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)
|
|
24
|
Other board memberships held by Director during the past five years
|
|
None
|
|
William R. Hutchinson
|
|
|
Year of birth
|
|
1942
|
Position(s) held with Fund1
|
|
Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
|
Term of office1 and length of time served
|
|
Since 2011
|
Principal occupation(s) during the past five years
|
|
President, W.R. Hutchinson & Associates Inc. (consulting)
|
|
|
(since 2001)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
24
|
Other board memberships held by Director during the past five years
|
|
Director (since 1994) and formerly, Non-Executive Chairman of the Board (December 2009 to April 2020),
Associated Banc Corp. (banking)
|
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
55
|
Additional
information (unaudited) (contd)
Information about Directors and Officers
|
|
|
Independent Directors (contd)
|
|
Eileen A. Kamerick
|
|
|
Year of birth
|
|
1958
|
Position(s) held with Fund1
|
|
Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee, 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) and financial expert; Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the
Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); 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)
|
|
24
|
Other board memberships held by Director during the past five years
|
|
Trustee of AIG Funds and Anchor Series Trust (since 2018); Hochschild Mining plc (precious metals company) (since 2016); Director of Associated
Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (2003 to 2016)
|
|
Nisha Kumar
|
|
|
Year of birth
|
|
1970
|
Position(s) held with Fund1
|
|
Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
|
Term of office1 and length of time served
|
|
Since 2019
|
Principal occupation(s) during the past five years
|
|
Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (since 2011); 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)
|
|
24
|
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 (2017-2018); and Director of The Asia
Tigers Fund, Inc. (2016 to 2018)
|
|
|
|
56
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
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 150 funds associated with Legg
Mason Partners Fund Advisor, LLC (LMPFA) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg
Mason & Co., LLC (Legg Mason & Co.); Senior Vice President of LMPFA (2015)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
147
|
Other board memberships held by Director during the past five years
|
|
None
|
|
|
|
Additional Officers
|
|
|
|
Fred Jensen*
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
|
|
|
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)
|
|
Jenna Bailey
Legg Mason
100 First Stamford Place, 5th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1978
|
Position(s) held with Fund1
|
|
Identity Theft Prevention Officer
|
Term of office1 and length of time served
|
|
Since 2015
|
Principal occupation(s) during the past five years
|
|
Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg
Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020)
|
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
57
|
Additional information
(unaudited) (contd)
Information about Directors and Officers
|
|
|
Additional Officers (contd)
|
|
|
|
George P. Hoyt**
Legg Mason
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1965
|
Position(s) held with Fund1
|
|
Secretary and Chief Legal Officer
|
Term of office1 and length of time served
|
|
Since 2020
|
Principal occupation(s) during the past five years
|
|
Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain mutual funds associated with Legg
Mason & Co. or its affiliates (since 2020); formerly, Managing Director (2016 to 2020) and Associate General Counsel for Legg Mason & Co. and Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or
its affiliates (2006 to 2020)
|
|
Thomas C. Mandia
Legg Mason
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
Year of birth
|
|
1962
|
Position(s) held with Fund1
|
|
Assistant Secretary
|
Term of office1 and length of time served
|
|
Since 2006
|
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)
|
|
Christopher Berarducci
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
|
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.
|
|
|
|
58
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
|
|
Additional Officers (contd)
|
|
|
|
Jeanne M. Kelly
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
|
|
|
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).
|
*
|
Effective April 17, 2020, Mr. Jensen became Chief Compliance Officer.
|
**
|
Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.
|
1
|
The Funds 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 2022, year 2020 and year 2021, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Funds 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.
|
|
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
|
59
|
Annual chief executive officer and
principal financial officer certifications (unaudited)
The Funds Chief
Executive Officer (CEO) has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Funds CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Funds Form N-CSR filed with the SEC for the period of this report.
|
|
|
60
|
|
BrandywineGLOBAL Global Income Opportunities Fund Inc.
|
Other shareholder communications regarding accounting
matters (unaudited)
The Funds 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 Funds Audit Committee
Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
Legg Mason & Co., LLC Compliance Department
620 Eighth Avenue, 47th Floor
New York, New York 10018
Complaints may also be submitted by
telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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Summary of information regarding the Fund (unaudited)
Investment Objectives
The Funds
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 Funds 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 Funds 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 Funds 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 Funds 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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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 Funds derivatives
will not exceed 100% of the Funds Managed Assets when used to hedge the U.S. dollar, 65% of the Funds Managed Assets when resulting in non-U.S. dollar currency exposure and 25% of the Funds
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
Funds 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 Funds 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 Funds 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 Funds 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 Moodys, 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:
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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 issuers goods and services.
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Interest Rate Risk. The market price of the Funds 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 Funds
securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Funds 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 Funds exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will
be successful.
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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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the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Funds 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.
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Reinvestment Risk. Reinvestment risk is the risk that income from the Funds 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 portfolios current earnings rate. A decline in income could affect the Funds Common Stock price, its distributions or its overall return.
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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 Funds 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 proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.
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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 make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.
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The Securities and Exchange Commission adopted a new rule on October 28, 2020 that mandates that a funds
derivatives risk management program provide for specific items as required by the rule, including compliance with a VaR test. Compliance with these new requirements will be required after an eighteen-month transition period following the effective
date of the adopted rule. Following the compliance date, these requirements may limit the ability of the Fund to use derivatives and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These
requirements may increase the cost of the Funds investments in derivatives, which could adversely affect shareholders.
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 Funds 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 Funds right to liquidate such 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.
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Summary of information regarding the Fund (unaudited) (contd)
Leverage Risk. The Fund may utilize leverage in an amount up to 33 1/3% of the Funds Managed Assets through Borrowings and 50% of the Funds
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 funds 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 funds assets. In addition, the funds portfolio will be leveraged if it exercises its right to delay payment on a redemption, and losses will result if the value of the funds 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 Funds use of reverse repurchase agreements is a form of leverage and therefore involves many of the same risks involved in the Funds 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 Funds 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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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 Brandywines
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 Funds 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 Funds 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 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.
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69
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Summary of information regarding the Fund (unaudited) (contd)
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 Funds 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 Funds 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 Funds investment activities, therefore, may differ from those of the
Funds affiliates, or another account
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managed by the Funds affiliates, and it is possible that the Fund could sustain losses during periods in which
one or more of the Funds 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 Funds ability to
achieve its investment objectives. Brandywine will monitor developments and seek to manage the Funds portfolio in a manner consistent with achieving the Funds 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 Funds 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 Funds net asset value but upon
whether the market price of the Common Stock at the time of sale is above or below the investors 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 Funds 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 diversification requirements of Subchapter M,
including the less stringent diversification
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Summary of information regarding the Fund (unaudited) (contd)
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 Funds Charter and
Bylaws 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 Funds ability to achieve its primary investment objective. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market
prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be
aligned with the interests of long-term shareholders.
Market Events Risk. 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, 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. Economies and financial
markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, 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 directly affected, the value and liquidity of the Funds investments
may be negatively affected.
The rapid and global spread of a highly contagious novel coronavirus respiratory disease, designated COVID-19, first detected in China in December 2019, has resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many instruments; restrictions on international and, in some
cases, local travel, significant disruptions to business operations (including business closures); strained healthcare systems; disruptions to supply chains, consumer demand and employee availability; and widespread uncertainty regarding the
duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers have experienced particularly large losses. In addition, the COVID-19 pandemic may result in a sustained
economic downturn or a global recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. The ultimate
economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. Certain risks, such as interest
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rate risk, credit risk, liquidity risk and counterparty risk, may be heightened as a result of such market events. The
U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, are taking extraordinary actions to support local and global economies and the financial markets in response to the
COVID-19 pandemic, including by pushing interest rates to very low levels. This and other government intervention into the economy and financial markets to address the
COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The COVID-19
pandemic could adversely affect the value and liquidity of the Funds investments and negatively impact the Funds performance. In addition, the outbreak of COVID-19, and measures taken to mitigate
its effects, could result in disruptions to the services provided to the Fund by its service providers.
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 funds business of investing in stock
or securities. Accordingly, regulations may be issued in the future that could treat some or all of the Funds non-U.S. currency gains as non-qualifying income,
thereby jeopardizing the Funds 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 Funds 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 Funds 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 Funds 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.
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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73
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Summary of information regarding the Fund (unaudited) (contd)
LIBOR Risk. The Funds investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate,
or LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. Plans are underway to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the nature of any
replacement rate and the impact of the transition from LIBOR on the Funds transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Funds investments cannot yet be
determined.
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
Funds 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 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 companys 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 issuers 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.
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74
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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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 Funds 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 Funds 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 Funds 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 Funds
counterparties with respect to derivatives or other transactions supported by another partys 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 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
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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75
|
Summary of information regarding the Fund (unaudited) (contd)
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 Funds 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 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 Funds
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76
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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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 Funds current and accumulated earnings and profits, resulting in a greater portion of the Funds distributions
being treated as a dividend to the Funds 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 issuers 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 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 Funds 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 Funds total assets and, as a
result, would have the likely effect
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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77
|
Summary of information regarding the Fund (unaudited) (contd)
of increasing the Funds 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.
More Information
For a complete list of the
Funds fundamental investment restrictions and more detailed descriptions of the Funds investment policies, strategies and risks, see the Funds registration statement on Form N-2 that was
declared effective by the SEC on March 27, 2012. The Funds 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.
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78
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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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 Funds
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 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date;
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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79
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Dividend reinvestment
plan (unaudited) (contd)
otherwise such withdrawal will be effective as soon as practicable after the Plan
Agents 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 Funds 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 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151.
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80
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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Important tax information (unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended October 31, 2020:
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Record date:
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Monthly
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Monthly
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Payable date:
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November 2019 through
December 2019
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January 2020 through
October 2020
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Interest From Federal Obligations
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4.31%
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2.74%
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The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from
state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.
The following information is applicable to non-U.S. resident shareholders
The following ordinary income distributions paid monthly by the Fund represent Interest-related dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations:
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Record date:
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Monthly
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Monthly
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Payable date:
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November 2019 through
December 2019
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January 2020 through
October 2020
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Interest From Federal Obligations
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40.00%
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34.00%
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BrandywineGLOBAL Global Income Opportunities Fund Inc.
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81
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BrandywineGLOBAL
Global Income Opportunities Fund Inc.
Directors
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
William R. Hutchinson
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
Jenna Bailey
Identity Theft Prevention Officer
George P.
Hoyt**
Secretary and Chief Legal Officer
Thomas
C. Mandia
Assistant Secretary
Jeanne M. Kelly
Senior Vice President
BrandywineGLOBAL Global Income Opportunities Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Investment manager
Legg Mason Partners Fund Advisor, LLC
Subadviser
Brandywine Global Investment
Management, LLC
Custodian
The Bank of New York Mellon
Transfer agent
Computershare
Inc.
462 South 4th Street, Suite 1600
Louisville, KY
40202
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Legal counsel
Simpson Thacher &
Bartlett LLP
425 Lexington Avenue
New York, NY 10017
New York Stock Exchange Symbol
BWG
*
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Effective April 17, 2020, Mr. Jensen became Chief Compliance Officer.
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**
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Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.
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Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the Privacy Notice) addresses the Legg Mason Funds privacy and data protection practices with respect to
nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end
funds. 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:
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Personal information included on applications or other forms;
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Account balances, transactions, and mutual fund holdings and positions;
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Bank account information, legal documents, and identity verification documentation;
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Online account access user IDs, passwords, security challenge question responses; and
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Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individuals total debt,
payment history, etc.).
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How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial
institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have
authorized or as permitted or required by law.
The Funds may disclose information about you to:
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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;
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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;
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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;
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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;
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Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.
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NOT PART OF THE ANNUAL REPORT
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Legg Mason Funds Privacy and Security Notice (contd)
Except as otherwise permitted by applicable law, companies acting on the Funds
behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask
them to perform. The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or
regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the
Funds practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds Privacy and Security Practices
The Funds will notify
you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.
The Funds Security Practices
The
Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds internal data security policies restrict access to your nonpublic personal information to authorized
employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal
information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds
will attempt to notify you as necessary, so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the
most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information
accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds privacy practices, or our use of your nonpublic personal information, write the Funds
using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds website at www.leggmason.com, or contact the Fund at
1-888-777-0102.
Revised April
2018
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,
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NOT PART OF THE ANNUAL REPORT
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Legg Mason Funds Privacy and Security Notice (contd)
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).
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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.
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You also have the right to request the deletion of the personal information collected or maintained by the Funds.
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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: DataProtectionOfficer@franklintempleton.com
Phone:
1-800-396-4748
Revised
October 2020
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NOT PART OF THE ANNUAL REPORT
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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 Funds Forms N-PORT are available on
the SECs 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.lmcef.com and (3) on the SECs website at
www.sec.gov.
This report is transmitted to the shareholders of BrandywineGLOBAL Global Income Opportunities Fund Inc. for their information. This
is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Computershare Inc.
462 South 4th Street, Suite 1600
Louisville, KY 40202
BWXX015179 12/20 SR20-4038
ITEM 7.
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DISCLOSURE OF PROXY VOTING POLOCIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES
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PROXY VOTING Brandywine
Global Investment Management, LLC
PROXY VOTING
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I.
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Client Accounts for which Brandywine Global Votes Proxies
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Brandywine Global shall vote proxies for each client account for which the client:
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A.
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has specifically authorized Brandywine Global to vote proxies in the applicable investment management
agreement or other written instrument; or
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B.
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without specifically authorizing Brandywine Global to vote proxies, has granted general investment
discretion to Brandywine Global in the applicable investment management agreement.
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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.
In exercising discretion to vote proxies for securities held in client accounts, Brandywine Global is guided by general fiduciary principles.
Brandywine Globals 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 clients 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 teams 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 Glass
Lewis & Co. PVS Proxy Voting Guidelines, which Glass Lewis & Co. represents to be fully consistent with AFL-CIO guidelines.
|
IV.
|
Use of an Independent Proxy Service Firm
|
Brandywine Global may contract with an independent proxy service firm to provide Brandywine Global with information and/or recommendations with
regard to proxy votes. Any such information and/or recommendations will be made available to Brandywine Globals 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 Globals Proxy Administrator shall periodically review and assess such firms 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 Globals 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 employees 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.
|
(i)
|
Brandywine Globals Compliance Department annually requires each Brandywine Global employee to complete a
questionnaire designed to elicit information that may reveal potential conflicts between the employees interests and those of Brandywine Global clients.
|
|
(ii)
|
Brandywine Global treats client 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.
|
|
(iii)
|
As a general matter, Brandywine Global takes the position that relationships between a non-Brandywine Global Legg Mason business unit and an issuer (e.g., investment management relationship between an issuer and a non- Brandywine Global Legg Mason investment
adviser affiliate) do not present a conflict of interest for Brandywine Global in voting proxies with respect to such issuer because Brandywine Global operates as an independent business unit from other Legg Mason business units and because of the
existence of informational barriers between Brandywine Global and certain other Legg Mason business units.
|
|
B.
|
Procedures for Assessing Materiality of Conflicts of Interest
|
|
(i)
|
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.
|
|
(ii)
|
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 Globals 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.
|
|
(iii)
|
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 employees 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.
|
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.
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.
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 Legg Mason affiliated investment advisers.
Brandywine Global and its employees shall not consult with or enter into any formal or informal agreements with Brandywine Globals parent, Legg Mason, Inc., any other Legg Mason business unit, or any of their respective officers, directors or
employees, regarding the voting of any securities by Brandywine Global on behalf of its clients.
Brandywine Global and
its employees must not disclose to any person outside of Brandywine Global, including without limitation another investment management firm (affiliated or unaffiliated) or the issuer of securities that are the subject of the proxy vote, how
Brandywine Global intends to vote a proxy without prior approval from Brandywine Globals Chief Compliance Officer.
If a Brandywine Global employee receives a request to disclose Brandywine Globals proxy voting intentions to, or is
otherwise contacted by, another person outside of Brandywine Global (including an employee of another Legg Mason business unit) in connection with an upcoming proxy voting matter, the employee should immediately notify Brandywine Globals 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 Globals Chief Compliance Officer before making or issuing a public statement.
|
B.
|
Disclosure of Proxy Votes and Policy and Procedures
|
Upon Brandywine Globals receipt of any oral or written client request for information on how Brandywine Global voted
proxies for that clients 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 Globals 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 Globals response. Brandywine Global must also maintain copies of written client requests and copies of all responses to such requests.
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 Globals 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 Officers 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.
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 Globals 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.
Proxy Voting Guidelines
Brandywine Global Diversified Portfolio Management Team Proxy Voting Guidelines
Below are proxy voting guidelines that Brandywine Globals 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 Teams duty to act solely in the best interest of their client
accounts holding the applicable security.
|
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 companys outstanding shares.
|
|
F.
|
We vote against stock option plans allowing for stock options with exercise prices less than 100% of the
stocks 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.
|
|
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.
|
We vote against anti-takeover measures, including without limitation:
|
A.
|
Staggered Boards of Directors (for example, where 1/3 of a companys 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 companys outstanding shares.
|
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.
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 managements 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 Globals 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 Teams duty to act solely in the best interest of their client accounts holding the applicable security.
|
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
stocks price at the time of the option grant.
|
|
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.
|
We vote against anti-takeover measures:
|
A.
|
Staggered Boards of Directors (for example, where 1/3 of a companys 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 companys 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.
|
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.
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 managements 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 Teams duty to act solely in the best interest of their client accounts
holding the applicable security.
|
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
stocks price at the time of the option grant.
|
|
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.
|
We vote against anti-takeover measures, including without limitation:
|
A.
|
Staggered Boards of Directors (for example, where 1/3 of a companys 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 companys outstanding shares.
|
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.
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 managements 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):
|
|
|
|
|
NAME AND
ADDRESS*
|
|
LENGTH OF
TIME SERVED
|
|
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
|
David F. Hoffman
|
|
2012
|
|
Co-lead portfolio manager for Brandywines 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 firms Executive Board, currently serving as the Boards chair.
|
|
|
|
Stephen S. Smith**
|
|
2012
|
|
Co-lead portfolio manager for Brandywines global fixed-income and related strategies. He joined Brandywine in 1991 to diversify the firms investment strategies and start the global
fixed income product. Previously, Mr. Smith was with Mitchell Hutchins Asset Management, Inc. as managing director of taxable fixed income (1988-1991); Provident Capital Management, Inc. as senior vice president overseeing taxable fixed income
(1984-1988); Munsch & Smith Management as a founding partner (1980-1984), and First Pennsylvania Bank as vice president and portfolio manager in the fixed income division (1976-1980). Steve earned a B.S. in Economics and Business
Administration from Xavier University, where he is currently chair of the universitys foundation and is a member of the board of trustees. He is a member of the firms Executive Board. Steve is also a member of the Board of Trustees at
both St. Marys Villa for Children and Families, a provider of services for abused and neglected children, and the Winterthur Museum & Country Estate, a nonprofit, educational institution.
|
|
|
|
Jack P. McIntyre
|
|
2012
|
|
As portfolio manager and senior research analyst for the Firms 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 Brandywines 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 Brandywines 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.
|
**
|
It is anticipated that Stephen S. Smith will step down as a member of the Funds portfolio management team
effective December 31, 2020, and transition to an advisory role at Brandywine Global.
|
(a)(2): DATA TO BE PROVIDED BY FINANCIAL
CONTROL
The following tables set forth certain additional information with respect to the funds investment professionals for the fund. Unless
noted otherwise, all information is provided as of October 31, 2020.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for which the funds portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment
vehicles, and other
accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also
indicated.
|
|
|
|
|
|
|
|
|
|
|
Name of PM
|
|
Other Accounts Managed
|
|
# of Other
Accounts
|
|
Total Assets
|
|
# with
Performance
Fee
|
|
Total Assets with
Performance Fee
|
Stephen S. Smith*
|
|
Other Registered
Investment Companies
|
|
5
|
|
$3.35 billion
|
|
None
|
|
None
|
|
Other Pooled Vehicles
|
|
44
|
|
$12.68 billion
|
|
5
|
|
$0.77 billion
|
|
Other Accounts
|
|
61
|
|
$28.36 billion
|
|
8
|
|
$11.41 billion
|
|
|
|
|
|
|
David F. Hoffman
|
|
Other Registered
Investment Companies
|
|
5
|
|
$3.35 billion
|
|
None
|
|
None
|
|
Other Pooled Vehicles
|
|
44
|
|
$12.68 billion
|
|
5
|
|
$0.77 billion
|
|
Other Accounts
|
|
61
|
|
$28.36 billion
|
|
8
|
|
$11.41 billion
|
|
|
|
|
|
|
John P. McIntyre
|
|
Other Registered
Investment Companies
|
|
10
|
|
$4.04 billion
|
|
None
|
|
None
|
|
Other Pooled Vehicles
|
|
54
|
|
$14.41 billion
|
|
6
|
|
$0.89 billion
|
|
Other Accounts
|
|
70
|
|
$30.12 billion
|
|
12
|
|
$12.78 billion
|
|
|
|
|
|
|
Brian Kloss
|
|
Other Registered
Investment Companies
|
|
12
|
|
$4.30 billion
|
|
None
|
|
None
|
|
Other Pooled Vehicles
|
|
51
|
|
$13.06 billion
|
|
6
|
|
$0.89 billion
|
|
Other Accounts
|
|
63
|
|
$27.53 billion
|
|
10
|
|
$11.57 billion
|
|
|
|
|
|
|
|
|
|
|
|
Anjujeet Sareen
|
|
Other Registered
Investment Companies
|
|
10
|
|
$ 4.04 billion
|
|
None
|
|
None
|
|
Other Pooled Vehicles
|
|
54
|
|
$14.41 billion
|
|
6
|
|
$0.89 billion
|
|
Other Accounts
|
|
70
|
|
$30.12 billion
|
|
12
|
|
$12.78 billion
|
|
|
|
|
|
|
Tracy Chen
|
|
Other Registered
Investment Companies
|
|
12
|
|
$4.30 billion
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
Other Pooled Vehicles
|
|
51
|
|
$13.06 billion
|
|
6
|
|
$0.89 billion
|
|
|
|
|
|
|
|
|
Other Accounts
|
|
63
|
|
$27.53 billion
|
|
10
|
|
$11.57 billion
|
*
|
It is anticipated that Stephen S. Smith will step down as a member of the Funds portfolio management team
effective December 31, 2020, and transition to an advisory role at Brandywine Global.
|
(a)(3): Portfolio Manager
Compensation
All portfolio managers receive a competitive base salary. In addition, from the firms 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 individuals 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 portfolios 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 portfolios 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 advisers 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 managers 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 Subadvisers 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, 2020.
|
|
|
Portfolio Manager(s)
|
|
Dollar Range of
Portfolio
Securities
Beneficially
Owned
|
David F. Hoffman
|
|
A
|
Stephen S. Smith*
|
|
A
|
Jack P. McIntyre
|
|
A
|
Brian L. Kloss
|
|
A
|
Anjujeet Sareen
|
|
A
|
Tracy Chen
|
|
A
|
*
|
It is anticipated that Stephen S. Smith will step down as a member of the Funds portfolio management team
effective December 31, 2020, and transition to an advisory role at Brandywine Global.
|
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 m
G: over $1 million
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
Period
|
|
Total
Number of
Shares
Purchased
|
|
|
Average
Price Paid
per Share
|
|
|
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
|
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
|
|
November 1 through November 30
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
December 1 through December 31
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
January 1 through January 31
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
February 1 through February 29
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
March 1 through March 31
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
April 1 through April 30
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
May 1 through May 31
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
June 1 through June 30
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
July 1 through July 31
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
August 1 through August 31
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
September 1 through September 30
|
|
|
4,197,959
|
|
|
$
|
13.53
|
|
|
|
0
|
|
|
|
2,020,717
|
|
October 1 through October 31
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,020,717
|
|
Total
|
|
|
4,197,959
|
|
|
$
|
13.53
|
|
|
|
0
|
|
|
|
2,020,717
|
|
On November 16, 2015, the Fund announced that the Funds Board of Directors (the Board) had authorized
the Fund to repurchase in the open market up to approximately 10% of the Funds outstanding common stock when the Funds 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.
On July 7, 2020, the Fund announced that the Funds Board of Directors had approved a cash tender offer for up to 20% of the outstanding common
stock (Shares) of the Fund at a price per Share equal to 99.5% of the Funds net asset value per Share as of the business day immediately following the expiration date of the tender offer. The offer commenced on August 25, 2020
and expired on September 22, 2020 at 11:59 p.m., New York City time. Pursuant to the terms of the tender offer, the Fund repurchased Shares tendered and accepted in the tender offer in exchange for cash. On September 25, 2020, the Fund
announced the final results for the tender offer.
ITEM 10.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
Not applicable.