N-CSR 1 d820485dncsr.htm BRANDYWINEGLOBAL - GLOBAL INCOME OPPORTUNITIES FUND INC. BrandywineGLOBAL - Global Income Opportunities Fund Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22491

 

 

BrandywineGLOBAL - Global Income Opportunities Fund Inc.

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (888) 777-0102

Date of fiscal year end: October 31

Date of reporting period: October 31, 2019

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

 


LOGO

 

Annual Report   October 31, 2019

BrandywineGLOBAL —

GLOBAL INCOME OPPORTUNITIES FUND

INC. (BWG)

 

 

 

Beginning in April 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your 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.

 

LOGO

 

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


What’s inside      
Letter from the chairman     II  
Fund overview     1  
Fund at a glance     8  
Schedule of investments     9  
Statement of assets and liabilities     23  
Statement of operations     24  
Statements of changes in net assets     25  
Statement of cash flows     26  
Financial highlights     28  
Notes to financial statements     30  
Report of independent registered public accounting firm     49  
Additional information     50  
Annual chief executive officer and principal financial officer certifications     56  
Other shareholder communications regarding accounting matters     57  
Dividend reinvestment plan     58  
Important tax information     60  

Fund objectives

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

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

 

Letter from the chairman

 

LOGO

 

Dear Shareholder,

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

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

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

November 29, 2019

 

 

 II 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc.


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks to provide current income as a primary objective. Capital appreciation is a secondary objective. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its assets in global fixed-income securities. These may include, but are not limited to, sovereign debt of developed and emerging market countries, U.S. and non-U.S. corporate debt, mortgage-backed securities (“MBS”) and currency exposure. The Fund may manage its currency exposure through the use of futures, forwards and other derivative instruments, for hedging and investment purposes. The Fund’s specific investments will shift as the Fund rotates among countries, credits and currencies to find the most attractive values over time. Under normal market conditions, no more than 55% of the Fund’s managed assets may be rated below investment grade (commonly known as “high yield” or “junk” bonds) by a nationally recognized statistical rating organization or, if unrated, that we determined to be of comparable quality; provided however, that the quality of a security will be based on the highest rating it receives. In addition, under normal market conditions, at least 40% of the Fund’s managed assets will be invested in non-U.S. countries or currencies. The Fund may use leverage to enhance current income.

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

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

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

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

The U.S. Federal Reserve Board (the “Fed”)i raised interest rates four times in 2018, with its December 2018 increase bringing the federal funds target rate to a range between 2.00% and 2.25%. In early, 2019, the Fed had a “dovish pivot” and reassessed the need for additional increases in 2019 given moderating global growth and the ongoing trade dispute between the U.S. and China. Then, as expected, the Fed lowered rates at its meetings in

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 1 


Fund overview (cont’d)

 

July, September and October 2019. The last rate cut pushed the federal funds target rate to a range between 1.50% and 1.75%. Elsewhere, central banks outside the U.S. generally pursued accommodative monetary policies. In September 2019, the European Central Bank (“ECB”)ii cut its key interest rate and launched a new package of bond purchases that laid the groundwork for continued ultra-loose monetary policy. While the Bank of Englandiii kept rates on hold, late in the period it warned that Brexit risks remained elevated. Elsewhere, both the Bank of Japaniv and the People’s Bank of Chinav kept rates steady during the reporting period.

All told, the Bloomberg Barclays Global Aggregate Indexvi returned 9.54% during the twelve months ended October 31, 2019. Investors who took on additional risk also experienced positive results over the reporting period. Global high-yield corporate bonds, as measured by the Bloomberg Barclays Global High Yield Index (USD hedged)vii returned 8.54%. Meanwhile, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)viii gained 10.74%. Within the currency markets, the U.S. dollar generally appreciated against most other currencies. The U.S. dollar was supported by a resilient economy.

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

A. Given uncertain global macro conditions, we made several adjustments to the Fund’s portfolio during the reporting period. We sold French and South African government bonds, while marginally increasing the Fund’s Spanish mortgage exposure. From a currency perspective, larger allocation changes included reducing the Fund’s exposures to the Mexican peso, Indian rupee and South African rand. In contrast, we increased the Fund’s exposures to the British pound, Egyptian pound and Japanese yen. In light of the U.S. dollar’s expensive valuation, we increased the Fund’s non-dollar exposure in the portfolio. In aggregate, the Fund’s U.S. dollar positioning ended the reporting period lower.

The Fund used U.S. Treasury futures to manage its bond exposure. The use of these instruments contributed to returns. Currency forwards, which were utilized to manage the Fund’s currency exposures, marginally detracted from results. The Fund tactically used credit default swaps to manage its high-yield credit exposure. They marginally contributed to performance over the reporting period.

Performance review

For the twelve months ended October 31, 2019, BrandywineGlobal — Global Income Opportunities Fund Inc. returned 24.04% based on its net asset value (“NAV”)ix and 28.29% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Barclays Global Aggregate Index, returned 9.54% for the same period. The Lipper Global Income Closed-End Funds Category Averagex returned 9.88% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

 

 

 2 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


During the twelve-month period, the Fund made distributions to shareholders totaling $0.76 per share.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of October 31, 2019. Past performance is no guarantee of future results.

 

Performance Snapshot as of October 31, 2019  
Price Per Share   12-Month
Total Return**
 
$14.46 (NAV)     24.04 %† 
$12.35 (Market Price)     28.29 %‡ 

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 Fund’s Dividend Reinvestment Plan.

Q. What were the leading contributors to performance?

A. The largest contributor to the Fund’s performance during the reporting period was its exposure to local currency emerging market debt. In particular, Mexico, Brazil and Indonesia were the best performers. These markets have high nominal and inflation-adjusted yields which attracted capital. In addition, all three countries’ central banks are lowering rates.

The Fund’s exposure to longer-term U.S. Treasury securities was beneficial. Bond yields declined—and their prices moved higher—as economic growth moderated, trade concerns continued and the Fed lowered interest rates in July, September and October 2019.

Q. What were the leading detractors from performance?

A. The largest detractor from the Fund’s relative performance over the reporting period were all currency related. Given the uncertain macro backdrop, the U.S. dollar strengthened during the reporting period, especially in relation to higher-betaxi (risk) currencies. Against this backdrop, a long exposure to the Colombian peso was negative for results, as global growth slowed and oil prices (a key export for the country) were volatile. A long exposure to the Australian dollar was not rewarded. The currency weakened as Chinese growth (a key trade partner) was lackluster during the period. Elsewhere, a tactical exposure to the Japanese yen, used as a safe-haven currency to help mitigate overall portfolio volatility, detracted from returns.

 

* 

For the tax character of distributions paid during the fiscal year ended October 31, 2019, please refer to page 47 of this report.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 3 


Fund overview (cont’d)

 

Looking for additional information?

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

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

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

Sincerely,

 

LOGO

David F. Hoffman, CFA

Portfolio Manager

Brandywine Global Investment

Management, LLC

 

LOGO

Stephen S. Smith

Portfolio Manager

Brandywine Global Investment

Management, LLC

November 18, 2019

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

 

 

 4 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


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

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

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

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 5 


Fund overview (cont’d)

 

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).

Portfolio holdings and breakdowns are as of October 31, 2019 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 9 through 22 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of October 31, 2019 were: Sovereign Bonds (44.9%), Collateralized Mortgage Obligations (19.9%), Financials (17.6%), Communication Services (8.7%) U.S. Government & Agency Obligations (7.9%) and Materials (6.8%). The Fund’s portfolio composition is subject to change at any time.

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

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

 

 

 6 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


 

 

i

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.

 

ii

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

 

iii

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

 

iv

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

 

v

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

 

vi

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.

 

vii

The Bloomberg Barclays Global High Yield Index is a multi-currency measure of the global high-yield debt market. The Index represents the union of the U.S. High-Yield, Pan-European High-Yield, U.S. Emerging Markets (EM) Hard Currency High Yield Indices.

 

viii

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

 

ix

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

 

x

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, 2019, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 15 funds in the Fund’s Lipper category.

 

xi

Beta measures the sensitivity of the investment to the movements of its benchmark. A beta higher than 1.0 indicates the investment has been more volatile than the benchmark and a beta of less than 1.0 indicates that the investment has been less volatile than the benchmark.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 7 


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

LOGO

 

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

 

 

 8 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


Schedule of investments

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Corporate Bonds & Notes — 59.1%                                
Communication Services — 8.7%                                

Diversified Telecommunication Services — 0.5%

 

                       

Hughes Satellite Systems Corp., Senior Notes

    6.625     8/1/26       200,000     $ 217,000  (a)  

Level 3 Financing Inc., Senior Notes

    4.625     9/15/27       1,300,000       1,326,000  (b) 

Total Diversified Telecommunication Services

 

                    1,543,000  

Media — 4.8%

                               

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

    5.125     5/1/27       1,370,000       1,447,063  (b) 

CSC Holdings LLC, Senior Notes

    5.250     6/1/24       2,640,000       2,851,200  (a) 

Gray Television Inc., Senior Notes

    5.125     10/15/24       2,315,000       2,404,706  (a)(b) 

Liberty Interactive LLC, Senior Notes

    8.250     2/1/30       725,000       741,313  

Sinclair Television Group Inc., Senior Notes

    5.625     8/1/24       2,000,000       2,065,000  (a)(b) 

Sinclair Television Group Inc., Senior Notes

    5.875     3/15/26       275,000       288,406  (b)  

Sirius XM Radio Inc., Senior Notes

    5.375     7/15/26       2,000,000       2,117,500  (a)(b) 

Univision Communications Inc., Senior Secured Notes

    5.125     5/15/23       2,730,000       2,743,650  (a)(b) 

Total Media

                            14,658,838  

Wireless Telecommunication Services — 3.4%

                               

Sprint Capital Corp., Senior Notes

    6.875     11/15/28       3,690,000       4,030,144  (a) 

Sprint Corp., Senior Notes

    7.250     9/15/21       5,760,000       6,160,666  (a) 

Total Wireless Telecommunication Services

                            10,190,810  

Total Communication Services

                            26,392,648  
Consumer Discretionary — 5.1%                                

Automobiles — 1.1%

                               

Fiat Chrysler Automobiles NV, Senior Notes

    5.250     4/15/23       2,950,000       3,160,187  

Diversified Consumer Services — 0.1%

                               

Service Corp. International, Senior Notes

    5.125     6/1/29       340,000       363,800  

Hotels, Restaurants & Leisure — 0.7%

                               

Scientific Games International Inc., Senior Notes

    6.625     5/15/21       1,374,000       1,398,045  

Scientific Games International Inc., Senior Secured Notes

    5.000     10/15/25       745,000       769,213  (b)  

Total Hotels, Restaurants & Leisure

                            2,167,258  

Leisure Products — 0.8%

                               

Vista Outdoor Inc., Senior Notes

    5.875     10/1/23       2,515,000       2,313,800  

Specialty Retail — 1.6%

                               

PetSmart Inc., Senior Notes

    7.125     3/15/23       805,000       748,650  (b)  

PetSmart Inc., Senior Secured Notes

    5.875     6/1/25       4,185,000       4,143,694  (a)(b) 

Total Specialty Retail

                            4,892,344  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 9 


Schedule of investments (cont’d)

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Textiles, Apparel & Luxury Goods — 0.8%

                               

NIKE Inc., Senior Notes

    3.625     5/1/43       2,237,000     $ 2,448,802  (a)  

Total Consumer Discretionary

                            15,346,191  
Consumer Staples — 1.0%                                

Food Products — 0.8%

                               

BRF SA, Senior Notes

    3.950     5/22/23       1,225,000       1,237,250  (b) 

BRF SA, Senior Notes

    4.875     1/24/30       1,275,000       1,273,597  (b) 

Total Food Products

                            2,510,847  

Personal Products — 0.2%

                               

Edgewell Personal Care Co., Senior Notes

    4.700     5/19/21       655,000       673,013  

Total Consumer Staples

                            3,183,860  
Energy — 3.9%                                

Energy Equipment & Services — 0.4%

                               

Transocean Inc., Senior Notes

    9.000     7/15/23       1,200,000       1,227,000  (b)   

Oil, Gas & Consumable Fuels — 3.5%

                               

Chesapeake Energy Corp., Senior Notes

    6.625     8/15/20       1,500,000       1,484,550  

Chesapeake Energy Corp., Senior Notes

    6.875     11/15/20       315,000       313,425  

Chesapeake Energy Corp., Senior Notes

    6.125     2/15/21       691,000       656,450  

Chesapeake Energy Corp., Senior Notes

    5.375     6/15/21       1,500,000       1,387,500  

Colorado Interstate Gas Co. LLC/Colorado

                               

Interstate Issuing Corp., Senior Notes

    4.150     8/15/26       2,000,000       2,107,566  (a)(b) 

Denbury Resources Inc., Secured Notes

    9.000     5/15/21       1,535,000       1,350,800  (b) 

Parsley Energy LLC/Parsley Finance Corp., Senior Notes

    5.375     1/15/25       675,000       698,274  (b)  

Tullow Oil PLC, Senior Notes

    6.250     4/15/22       1,380,000       1,394,835  (b) 

Whiting Petroleum Corp., Senior Notes

    5.750     3/15/21       1,440,000       1,360,800  

Total Oil, Gas & Consumable Fuels

                            10,754,200  

Total Energy

                            11,981,200  
Financials — 17.6%                                

Banks — 8.8%

                               

Bank of America Corp., Subordinated Notes

    7.750     5/14/38       10,345,000       15,969,710  (a) 

CIT Group Inc., Senior Notes

    5.000     8/15/22       170,000       181,147  

CIT Group Inc., Senior Notes

    5.000     8/1/23       615,000       664,969  

Wells Fargo & Co., Subordinated Notes

    4.300     7/22/27       9,000,000       9,858,674  (a) 

Total Banks

                            26,674,500  

Capital Markets — 7.5%

                               

Goldman Sachs Group Inc., Senior Notes

    3.625     1/22/23       5,000,000       5,229,751  (a) 

 

See Notes to Financial Statements.

 

 

 10 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


 

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Capital Markets — continued

                               

Goldman Sachs Group Inc., Subordinated Notes

    6.750     10/1/37       12,000,000     $ 16,348,817  (a) 

Owl Rock Capital Corp., Senior Notes

    4.000     3/30/25       1,085,000       1,086,539  

Total Capital Markets

                            22,665,107  

Consumer Finance — 0.6%

                               

Ally Financial Inc., Senior Notes

    4.250     4/15/21       1,870,000       1,919,555  (a)   

Insurance — 0.2%

                               

Genworth Holdings Inc., Senior Notes

    7.200     2/15/21       735,000       755,212  

Investment Companies — 0.5%

                               

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

    6.250     5/15/26       1,340,000       1,423,750  

Total Financials

                            53,438,124  
Health Care — 4.5%                                

Health Care Providers & Services — 1.2%

                               

DaVita Inc., Senior Notes

    5.000     5/1/25       1,360,000       1,378,972  (a)  

Encompass Health Corp., Senior Notes

    5.750     11/1/24       1,980,000       2,005,987  (a)  

Select Medical Corp., Senior Notes

    6.250     8/15/26       345,000       368,288  (b)  

Total Health Care Providers & Services

                            3,753,247  

Pharmaceuticals — 3.3%

                               

Bausch Health Cos. Inc., Senior Notes

    6.125     4/15/25       1,440,000       1,498,500  (b)  

Bausch Health Cos. Inc., Senior Secured Notes

    6.500     3/15/22       1,100,000       1,133,000  (a)(b) 

Bausch Health Cos. Inc., Senior Secured Notes

    7.000     3/15/24       3,000,000       3,146,025  (a)(b) 

Perrigo Finance Unlimited Co., Senior Notes

    3.900     12/15/24       1,390,000       1,427,223  

Teva Pharmaceutical Finance IV LLC, Senior Notes

    2.250     3/18/20       1,325,000       1,311,750  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    3.150     10/1/26       1,815,000       1,370,325  

Total Pharmaceuticals

                            9,886,823  

Total Health Care

                            13,640,070  
Industrials — 2.6%                                

Airlines — 0.6%

                               

Air Canada, Senior Notes

    7.750     4/15/21       1,735,000       1,867,836  (b)   

Commercial Services & Supplies — 0.6%

                               

LSC Communications Inc., Senior Secured Notes

    8.750     10/15/23       750,000       513,750  (b)  

Pitney Bowes Inc., Senior Notes

    4.125     10/1/21       1,430,000       1,447,446  

Total Commercial Services & Supplies

                            1,961,196  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 11 


Schedule of investments (cont’d)

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Machinery — 0.5%

                               

Harsco Corp., Senior Notes

    5.750     7/31/27       1,375,000     $ 1,431,746  (b)   

Marine — 0.6%

                               

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S. Inc., Senior Secured Notes

    8.125     11/15/21       440,000       360,800  (b)  

Navios South American Logistics Inc./Navios Logistics Finance US Inc., Senior Notes

    7.250     5/1/22       1,385,000       1,371,150  (b)  

Total Marine

                            1,731,950  

Road & Rail — 0.3%

                               

CSX Corp., Senior Notes

    3.800     11/1/46       1,000,000       1,052,241  (a)   

Total Industrials

                            8,044,969  
Information Technology — 3.6%                                

Communications Equipment — 2.0%

                               

CommScope Inc., Senior Notes

    5.000     6/15/21       255,000       255,956  (b)  

CommScope Inc., Senior Notes

    8.250     3/1/27       1,350,000       1,283,823  (b)  

CommScope Inc., Senior Secured Notes

    6.000     3/1/26       640,000       660,800  (b)  

Connect Finco SARL/Connect US Finco LLC, Senior Secured Notes

    6.750     10/1/26       2,200,000       2,288,000  (b)  

ViaSat Inc., Senior Secured Notes

    5.625     4/15/27       1,300,000       1,372,735  (b)  

Total Communications Equipment

                            5,861,314  

Semiconductors & Semiconductor Equipment — 0.4%

                               

Qorvo Inc., Senior Notes

    5.500     7/15/26       1,220,000       1,305,376  

Software — 0.4%

                               

Symantec Corp., Senior Notes

    5.000     4/15/25       1,247,000       1,279,505  (a)(b)   

Technology Hardware, Storage & Peripherals — 0.8%

                               

Dell International LLC/EMC Corp., Senior Notes

    7.125     6/15/24       1,250,000       1,326,875  (b)  

Dell International LLC/EMC Corp., Senior Secured Notes

    6.020     6/15/26       1,020,000       1,165,079  (b)  

Total Technology Hardware, Storage & Peripherals

                            2,491,954  

Total Information Technology

                            10,938,149  
Materials — 6.8%                                

Chemicals — 0.4%

                               

Tronox Inc., Senior Notes

    6.500     4/15/26       1,095,000       1,068,556  (b)   

Containers & Packaging — 2.2%

                               

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

    6.000     2/15/25       1,340,000       1,410,350  (b)  

 

See Notes to Financial Statements.

 

 

 12 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Containers & Packaging — continued

                               

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

    5.125     7/15/23       2,725,000     $ 2,802,526  (a)(b) 

Sealed Air Corp., Senior Notes

    4.875     12/1/22       1,200,000       1,275,000  (b) 

Sealed Air Corp., Senior Notes

    5.125     12/1/24       1,150,000       1,244,875  (a)(b) 

Total Containers & Packaging

                            6,732,751  

Metals & Mining — 3.8%

                               

AK Steel Corp., Senior Secured Notes

    7.500     7/15/23       1,735,000       1,748,013  

Allegheny Technologies Inc., Senior Notes

    5.950     1/15/21       2,315,000       2,396,025  (a) 

Cleveland-Cliffs Inc., Senior Notes

    5.875     6/1/27       1,880,000       1,797,750  (a)(b) 

First Quantum Minerals Ltd., Senior Notes

    7.000     2/15/21       536,000       539,685   (b)  

First Quantum Minerals Ltd., Senior Notes

    7.250     5/15/22       2,780,000       2,793,900  (b) 

Steel Dynamics Inc., Senior Notes

    5.125     10/1/21       2,150,000       2,160,212  (a) 

Total Metals & Mining

                            11,435,585  

Paper & Forest Products — 0.4%

                               

Boise Cascade Co., Senior Notes

    5.625     9/1/24       1,250,000       1,306,250  (b)   

Total Materials

                            20,543,142  
Real Estate — 4.2%                                

Equity Real Estate Investment Trusts (REITs) — 4.2%

                               

CyrusOne LP/CyrusOne Finance Corp., Senior Notes

    5.000     3/15/24       1,850,000       1,910,125  

Equinix Inc., Senior Notes

    5.375     4/1/23       1,265,000       1,293,716  (a)  

Iron Mountain Inc., Senior Notes

    6.000     8/15/23       900,000       921,375  

Iron Mountain Inc., Senior Notes

    5.250     3/15/28       1,135,000       1,197,425  (a)(b) 

Iron Mountain US Holdings Inc., Senior Notes

    5.375     6/1/26       870,000       906,975  (b)  

Realogy Group LLC/Realogy Co-Issuer Corp., Senior Notes

    5.250     12/1/21       2,080,000       2,090,400  (a)(b) 

Realogy Group LLC/Realogy Co-Issuer Corp., Senior Notes

    9.375     4/1/27       1,495,000       1,476,312  (b)  

SBA Communications Corp., Senior Notes

    4.875     7/15/22       2,810,000       2,846,895  (a)  

Total Real Estate

                            12,643,223  
Utilities — 1.1%                                

Gas Utilities — 0.3%

                               

AmeriGas Partners LP/AmeriGas Finance Corp., Senior Notes

    5.875     8/20/26       625,000       695,313  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 13 


Schedule of investments (cont’d)

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Independent Power and Renewable Electricity Producers — 0.8%

                               

Clearway Energy Operating LLC, Senior Notes

    5.000     9/15/26       1,480,000     $ 1,487,400  

NRG Energy Inc., Senior Notes

    6.625     1/15/27       925,000       1,005,937  

Total Independent Power and Renewable Electricity Producers

 

            2,493,337  

Total Utilities

                            3,188,650  

Total Corporate Bonds & Notes (Cost — $166,201,635)

 

            179,340,226  
Sovereign Bonds — 44.9%                                

Brazil — 15.8%

                               

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/23       38,785,000  BRL       10,949,799  

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/27       122,900,000  BRL       37,023,226  

Total Brazil

                            47,973,025  

India — 6.8%

                               

India Government Bond, Senior Notes

    8.170     12/1/44       1,300,000,000  INR      20,587,880  

Indonesia — 10.4%

                               

Indonesia Treasury Bond, Senior Notes

    8.375     3/15/24       65,100,000,000  IDR      4,985,110  

Indonesia Treasury Bond, Senior Notes

    8.375     9/15/26       50,000,000,000  IDR      3,900,472  

Indonesia Treasury Bond, Senior Notes

    9.000     3/15/29       120,400,000,000  IDR      9,721,044  

Indonesia Treasury Bond, Senior Notes

    8.375     3/15/34       69,800,000,000  IDR      5,388,081  

Indonesia Treasury Bond, Senior Notes

    8.750     2/15/44       96,900,000,000  IDR      7,511,466  

Total Indonesia

                            31,506,173  

Mexico — 11.2%

                               

Mexican Bonos, Bonds

    10.000     11/20/36       72,700,000  MXN       4,896,427  (a)  

Mexican Bonos, Senior Notes

    8.500     11/18/38       96,600,000  MXN       5,763,460  (a)  

Mexican Bonos, Senior Notes

    7.750     11/13/42       421,500,000  MXN       23,427,525  (a)  

Total Mexico

                            34,087,412  

Turkey — 0.7%

                               

Turkey Government International Bond, Senior Notes

    5.750     5/11/47       2,630,000       2,258,946  

Total Sovereign Bonds (Cost — $144,821,729)

 

                    136,413,436  
Collateralized Mortgage Obligations (c) — 19.9%

 

                       

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

    1.073     3/17/39       868,992  GBP       1,020,312  (d)(e)  

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

    1.124     2/15/50       44,186,432       2,750,477  (e)  

Bancaja FTA, 7 C (3 mo. EURIBOR + 0.780%)

    0.362     11/25/36       2,317,060  EUR       2,585,274  (d)(e)  

Bancaja FTA, 7 D (3 mo. EURIBOR + 2.500%)

    2.082     11/25/36       887,616  EUR       1,005,835  (d)(e)  

Bancaja FTA, 9 D (3 mo. EURIBOR + 2.500%)

    2.100     9/25/43       800,000  EUR       831,709  (d)(e)  

 

See Notes to Financial Statements.

 

 

 14 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

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

 

                       

Bancaja FTA, 10 C (3 mo. EURIBOR + 0.500%)

    0.079     5/22/50       500,000  EUR    $ 462,851  (d)(e) 

BANK, 2017-BNK4 XA, IO

    1.428     5/15/50       4,710,546       370,319  (e)  

Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2018-DNA3 B1 (1 mo. USD LIBOR + 3.900%)

    5.723     9/25/48       1,500,000       1,600,730  (b)(e) 

Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2018-DNA3 B2 (1 mo. USD LIBOR + 7.750%)

    9.573     9/25/48       2,000,000       2,145,349  (b)(e) 

Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2019-DNA4 B2 (1 mo. USD LIBOR + 6.250%)

    8.128     10/25/49       860,000       870,195  (b)(e) 

Federal Home Loan Mortgage Corp. (FHLMC) Structured Agency Credit Risk Debt Notes, 2018-HQA2 B2 (1 mo. USD LIBOR + 11.000%)

    12.823     10/25/48       3,600,000       4,574,252  (b)(e) 

Federal National Mortgage Association (FNMA) — CAS, 2018-C06 2B1 (1 mo. USD LIBOR + 4.100%)

    5.923     3/25/31       2,000,000       2,138,040  (e) 

Fondo de Titulizacion de Activos Santander Hipotecario, 2 E (3 mo. EURIBOR + 2.100%)

    1.690     1/18/49       1,600,000  EUR      1,554,667  (d)(e) 

FREMF Mortgage Trust, 2014-K715 C

    4.117     2/25/46       3,100,000       3,163,759  (b)(e) 

FREMF Mortgage Trust, 2014-K717 B

    3.629     11/25/47       650,000       666,780  (b)(e) 

FREMF Mortgage Trust, 2015-K720 C

    3.391     7/25/22       1,760,000       1,780,911  (b)(e) 

FREMF Mortgage Trust, 2015-K721 C

    3.565     11/25/47       2,330,000       2,381,385  (b)(e) 

GS Mortgage Securities Trust, 2013-GC10 XA, IO

    1.504     2/10/46       15,156,320       623,151  (e)  

Hipocat FTA, HIPO-9 C (3 mo. EURIBOR + 0.290%, 0.000% floor)

    0.000     7/15/38       2,100,000  EUR      2,111,606  (d)(e) 

IM Pastor FTA, 4 B (3 mo. EURIBOR + 0.190%, 0.000% floor)

    0.000     3/22/44       1,600,000  EUR      1,156,645  (d)(e) 

IM Pastor FTH, 3 B (3 mo. EURIBOR + 0.290%, 0.000% Floor)

    0.000     3/22/43       7,000,000  EUR      4,005,698  (d)(e) 

JPMBB Commercial Mortgage Securities Trust, 2013-C15 C

    5.198     11/15/45       400,000       436,438  (e)  

Morgan Stanley Bank of America Merrill Lynch Trust, 2013-C9 D

    4.123     5/15/46       700,000       717,528  (b)(e) 

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 15 


Schedule of investments (cont’d)

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

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

 

                       

Multifamily Connecticut Avenue Securities Trust, 2019-01 M10 (1 mo. USD LIBOR + 3.250%)

    5.050     10/15/49       440,000     $ 454,913  (b)(e) 

New Residential Mortgage Loan Trust, 2019-NQM4 A2

    2.644     9/25/59       1,190,642       1,192,761  (b)(e) 

Newgate Funding PLC, 2006-3X CB (3 mo. EURIBOR + 0.450%)

    0.076     12/1/50       646,864  EUR      649,260   (d)(e)  

Paragon Mortgages PLC, 11X CB (3 mo. EURIBOR + 0.900%)

    0.482     10/15/41       2,924,619  EUR      3,075,333  (d)(e) 

Paragon Mortgages PLC, 13X C1B (3 mo. EURIBOR + 0.780%)

    0.362     1/15/39       5,590,318  EUR      5,744,109  (d)(e) 

RMAC Securities No 1 PLC, 2006-NS1X B1C (3 mo. EURIBOR + 0.880%)

    0.445     6/12/44       1,242,238  EUR      1,288,283  (d)(e) 

RMAC Securities No 1 PLC, 2006-NS4X M1A (3 mo. GBP LIBOR + 0.270%)

    1.050     6/12/44       733,623  GBP      873,303   (d)(e)  

Rural Hipotecario IX FTA, 9 B (3 mo. EURIBOR + 0.320%, 0.000% Floor)

    0.000     2/17/50       2,064,186  EUR      2,158,122  (d)(e) 

TDA CAM FTA, 9 B (3 mo. EURIBOR + 0.400%, 0.000% Floor)

    0.000     4/28/50       1,300,000  EUR      1,225,470  (d)(e) 

TDA FTA, 24 A1 (3 mo. EURIBOR + 0.130%, 0.000% floor)

    0.000     6/22/40       158,917  EUR      176,814   (d)(e)  

TDA FTA, 27 A3 (3 mo. EURIBOR + 0.190%, 0.000% floor)

    0.000     12/28/50       1,400,000  EUR      1,386,318  (d)(e) 

TDA Ibercaja 2 Fondo de Titulizacion de Activos, 2 D (3 mo. EURIBOR + 1.500%)

    1.096     10/26/42       384,349  EUR      411,755   (d)(e)  

WaMu Commercial Mortgage Securities Trust, 2007-SL3 J

    4.697     3/23/45       1,085,000       1,025,366  (b)(e) 

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

    2.067     4/15/45       29,715,949       1,013,855  (b)(e) 

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

    0.434     8/15/46       64,527,578       869,315  (e)  

Total Collateralized Mortgage Obligations (Cost — $61,061,687)

 

            60,498,888  
U.S. Government & Agency Obligations — 7.9%                                

U.S. Government Obligations — 7.9%

 

                       

U.S. Treasury Bonds

    3.375     11/15/48       10,300,000       12,977,598  (a) 

U.S. Treasury Bonds

    2.875     5/15/49       9,545,000       11,001,358  

Total U.S. Government & Agency Obligations (Cost — $21,707,993)

 

                    23,978,956  

 

See Notes to Financial Statements.

 

 

 16 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

Security                 Shares     Value  
Investments in Underlying Funds — 3.0%                                

iShares MSCI Emerging Markets ETF
(Cost—$8,949,600)

                    210,000     $ 8,941,800  
     Rate     Maturity
Date
    Face
Amount†
        
Asset-Backed Securities — 0.4%                                

Park Place Securities Inc. Pass-Through Certificates, 2005-WHQ2 M2 (1 mo. USD LIBOR + 0.690%) (Cost—$1,210,463)

    2.513     5/25/35       1,208,159       1,214,503  (e)   

Total Investments before Short-Term Investments (Cost—$403,953,107)

 

    410,387,809  
Short-Term Investments — 10.7%                                
Sovereign Bonds — 5.9%                                

Egypt Treasury Bills (Cost — $17,857,768)

    (4.460 )%      11/5/19       291,025,000  EGP      18,042,562   (f)  
                   Shares         
Money Market Funds — 4.8%                                

JPMorgan U.S. Government Money Market Fund, Institutional Class
(Cost — $14,620,581)

    1.641             14,620,581       14,620,581  

Total Short-Term Investments (Cost—$32,478,349)

                            32,663,143  

Total Investments — 145.9% (Cost—$436,431,456)

                            443,050,952  

Mandatory Redeemable Preferred Stock, at Liquidation Value — (16.5)%

 

            (50,000,000

Liabilities in Excess of Other Assets — (29.4)%

                            (89,435,421

Total Net Assets Applicable to Common Shareholders — 100.0%

 

          $ 303,615,531  

 

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

 

(a) 

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

 

(b) 

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.

 

(c) 

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

 

(d) 

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

 

(e) 

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

 

(f) 

Rate shown represents yield-to-maturity.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 17 


Schedule of investments (cont’d)

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

Abbreviations used in this schedule:

BRL   — Brazilian Real
CAS   — Connecticut Avenue Securities
EGP   — Egyptian Pound
ETF   — Exchange-Traded Fund
EUR   — Euro
EURIBOR   — Euro Interbank Offered Rate
FHLMC   — Federal Home Loan Mortgage Corporation
FNMA   — Federal National Mortgage Association
GBP   — British Pound
IDR   — Indonesian Rupiah
INR   — Indian Rupee
IO   — Interest Only
LIBOR   — London Interbank Offered Rate
MXN   — Mexican Peso
USD   — Unified School District

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

 

     Number of
Contracts
    Expiration
Date
    Notional
Amount
    Market
Value
    Unrealized
Appreciation
 
Contracts to Buy:                                        
U.S. Treasury Ultra Long-Term Bonds     70       12/19     $ 13,178,411     $ 13,282,500     $ 104,089  

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

 

Currency
Purchased

   

Currency
Sold

    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
USD     29,414,419     MXN     586,700,000     Citibank N.A.     11/19/19     $ (992,080)  
AUD     19,800,000     USD     13,564,604     Goldman Sachs Group Inc.     11/22/19       92,988  
AUD     43,080,000     USD     29,306,462     Morgan Stanley & Co. Inc.     11/22/19       409,145  
USD     29,169,856     AUD     43,080,000     National Australia Bank Ltd.     11/22/19       (545,752)  
NZD     21,080,000     USD     13,410,400     National Australia Bank Ltd.     12/5/19       113,888  
USD     208,731     EUR     190,000     Goldman Sachs Group Inc.     12/12/19       (3,802)  
EUR     90,000     USD     99,979     HSBC Securities Inc.     12/12/19       695  
EUR     6,120,000     USD     6,813,457     JPMorgan Chase & Co.     12/12/19       32,352  
EUR     11,370,000     USD     12,607,588     JPMorgan Chase & Co.     12/12/19       110,851  
USD     7,080,652     EUR     6,360,000     JPMorgan Chase & Co.     12/12/19       (33,620)  
USD     29,718,697     EUR     26,694,000     JPMorgan Chase & Co.     12/12/19       (141,111)  
USD     19,130,773     INR     1,376,000,000     Barclays Bank PLC     12/16/19       (182,196)  
JPY     4,759,000,000     USD     44,786,584     Citibank N.A.     1/9/20       (499,891)  
USD     13,511,011     JPY     1,459,000,000     Goldman Sachs Group Inc.     1/9/20       (66,271)  

 

See Notes to Financial Statements.

 

 

 18 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

Currency
Purchased

   

Currency
Sold

    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
BRL     62,350,000     USD     15,461,106     HSBC Securities Inc.     1/9/20     $ 24,241  
USD     27,299,449     BRL     111,450,000     HSBC Securities Inc.     1/9/20       (380,453)  
COP     59,700,000,000     USD     17,223,969     JPMorgan Chase & Co.     1/10/20       388,829  
USD     17,071,288     COP     59,700,000,000     JPMorgan Chase & Co.     1/10/20       (541,511)  
GBP     24,300,000     USD     30,527,847     Citibank N.A.     1/24/20       1,037,685  
USD     1,947,249     GBP     1,550,000     Citibank N.A.     1/24/20       (66,190)  
GBP     1,210,000     USD     1,539,620     HSBC Securities Inc.     1/24/20       32,161  
USD     20,609,030     IDR     294,400,000,000     JPMorgan Chase & Co.     1/29/20       (167,257)  
Total

 

                          $ (1,377,299)  

 

Abbreviations used in this table:

AUD   — Australian Dollar
BRL   — Brazilian Real
COP   — Colombian Peso
EUR   — Euro
GBP   — British Pound
IDR   — Indonesian Rupiah
INR   — Indian Rupee
JPY   — Japanese Yen
MXN   — Mexican Peso
NZD   — New Zealand Dollar
USD   — United States Dollar

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

 

OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — SELL PROTECTION1  
Swap Counterparty
(Reference Entity)
  Notional
Amount2
    Termination
Date
    Implied
Credit
Spread at
October 31,
20193
  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     0.216%   5.000% quarterly   $ 97,444     $ 94,869     $ 2,575  

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 19 


Schedule of investments (cont’d)

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — SELL PROTECTION1 (cont’d)  
Swap Counterparty
(Reference Entity)
  Notional
Amount2
    Termination
Date
    Implied
Credit
Spread at
October 31,
20193
  Periodic
Payments
Received by
the Fund†
  Market
Value
   

Upfront
Premiums
Paid

(Received)

    Unrealized
Appreciation
(Depreciation)
 
Barclays Bank PLC (Sprint Communications Inc., 7.000%, due 8/15/20)   $ 2,550,000       6/20/21     0.799%   5.000% quarterly   $ 173,556     $ 150,758     $ 22,798  
Barclays Bank PLC (T-Mobile USA Inc., 4.000% due 4/15/22)     2,390,000       6/20/22     0.395%   5.000% quarterly     285,687       265,200       20,487  
Barclays Bank PLC (Transocean Inc., 3.800%, due 10/15/22)     1,370,000       6/20/21     5.068%   1.000% quarterly     (86,744)       (10,553)       (76,191)  
Citibank N.A. (Rite Aid Corp., 7.700%, due 2/15/27)     1,320,000       6/20/20     5.791%   5.000% quarterly     (6,523)       (1,877)       (4,646)  
Goldman Sachs Group Inc. (Goodyear Tire & Rubber Co., 5.000%, due 5/31/26)     2,390,000       6/20/22     0.814%   5.000% quarterly     258,530       249,146       9,384  
JPMorgan Chase & Co. (AK Steel Corp., 7.000%, due 3/15/27)     1,280,000       6/20/20     2.243%   5.000% quarterly     22,374       31,022       (8,648)  
JPMorgan Chase & Co. (United States Steel Corp., 6.650%, due 6/1/37)     1,245,000       6/20/21     1.770%   5.000% quarterly     64,614       80,975       (16,361)  

 

See Notes to Financial Statements.

 

 

 20 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — SELL PROTECTION1 (cont’d)  
Swap Counterparty
(Reference Entity)
  Notional
Amount2
    Termination
Date
    Implied
Credit
Spread at
October 31,
20193
    Periodic
Payments
Received by
the Fund†
  Market
Value
    Upfront
Premiums
Paid
(Received)
   

Unrealized
Appreciation

(Depreciation)

 
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)   $ 815,000       6/20/22       0.579%     1.000% quarterly   $ 8,889     $ (33,491)     $ 42,380  
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)     1,210,000       6/20/22       0.579%     1.000% quarterly     13,198       (49,754)       62,952  
Morgan Stanley & Co. Inc. (Dell Inc., 7.100%, due 4/15/28)     950,000       12/20/22       0.673%     1.000% quarterly     7,623       (25,707)       33,330  
Total   $ 16,770,000                         $ 838,648     $ 750,588     $ 88,060  

 

1  

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

 

2 

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

 

3 

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

 

Percentage shown is an annual percentage rate.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 21 


Schedule of investments (cont’d)

October 31, 2019

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

 

 

Summary of Investments by Country* (unaudited)       
United States      48.1
Brazil      11.4  
Mexico      7.7  
Indonesia      7.1  
India      4.7  
Spain      4.3  
United Kingdom      4.1  
Zambia      0.8  
Israel      0.6  
Turkey      0.5  
Canada      0.4  
Ireland      0.3  
Ghana      0.3  
Uruguay      0.3  
Investments in Underlying Funds      2.0  
Short-Term Investments      7.4  
       100.0

 

*

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

 

See Notes to Financial Statements.

 

 

 22 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


Statement of assets and liabilities

October 31, 2019

 

Assets:         

Investments, at value (Cost — $436,431,456)

   $ 443,050,952  

Foreign currency, at value (Cost — $4,267,935)

     4,275,894  

Interest receivable

     6,462,032  

Unrealized appreciation on forward foreign currency contracts

     2,242,835  

Receivable for securities sold

     1,493,135  

OTC swaps, at value (net premium paid — $763,018)

     931,915  

Deposits with brokers for open futures contracts

     694,652  

Deposits with brokers for OTC derivatives

     520,000  

Receivable from broker — variation margin on open futures contracts

     212,866  

Receivable for open OTC swap contracts

     77,548  

Deposits with brokers for centrally cleared swap contracts

     78  

Prepaid expenses

     26,039  

Total Assets

     459,987,946  
Liabilities:         

Loan payable (Note 5)

     100,000,000  

Mandatory Redeemable Preferred Stock ($100,000 liquidation value per share; 500 shares issued and outstanding) (net of deferred offering costs of $94,547) (Note 6)

     49,905,453  

Unrealized depreciation on forward foreign currency contracts

     3,620,134  

Distributions payable to Common Shareholders

     1,364,337  

Distributions payable to Mandatory Redeemable Preferred Stockholders

     355,628  

Deposits from brokers for OTC derivatives

     300,000  

Investment management fee payable

     286,806  

Accrued foreign capital gains tax

     158,502  

OTC swaps, at value (premiums received — $12,430)

     93,267  

Interest payable

     82,334  

Directors’ fees payable

     2,738  

Accrued expenses

     203,216  

Total Liabilities

     156,372,415  
Total Net Assets Applicable to Common Shareholders    $ 303,615,531  
Net Assets Applicable to Common Shareholders:         

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

   $ 20,990  

Paid-in capital in excess of par value

     325,233,016  

Total distributable earnings (loss)

     (21,638,475) † 
Total Net Assets Applicable to Common Shareholders    $ 303,615,531  
Common Shares Outstanding      20,989,795  
Net Asset Value Per Common Share      $14.46  

 

Net of accrued foreign capital gains tax of $158,502.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 23 


Statement of operations

For the Year Ended October 31, 2019

 

Investment Income:         

Interest

   $ 26,999,950  

Less: Foreign taxes withheld

     (1,102,541)  

Total Investment Income

     25,897,409  
Expenses:         

Investment management fee (Note 2)

     3,674,368  

Interest expense (Note 5)

     3,081,124  

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

     1,674,000  

Transfer agent fees

     169,713  

Amortization of preferred stock offering costs (Note 6)

     156,337  

Directors’ fees

     81,399  

Audit and tax fees

     67,770  

Fund accounting fees

     67,583  

Legal fees

     48,767  

Rating agency fees

     19,972  

Shareholder reports

     13,613  

Custody fees

     12,742  

Stock exchange listing fees

     12,501  

Insurance

     4,977  

Miscellaneous expenses

     59,853  

Total Expenses

     9,144,719  

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

     (432,279)  

Net Expenses

     8,712,440  
Net Investment Income      17,184,969  
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

     1,610,647  

Futures contracts

     5,624,926  

Swap contracts

     (815,615)  

Forward foreign currency contracts

     (5,808,980)  

Foreign currency transactions

     (182,791)  

Net Realized Gain

     428,187  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     39,441,570 † 

Futures contracts

     104,089  

Swap contracts

     1,135,190  

Forward foreign currency contracts

     2,273,563  

Foreign currencies

     44,964  

Change in Net Unrealized Appreciation (Depreciation)

     42,999,376  
Net Gain on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency
Contracts and Foreign Currency Transactions
     43,427,563  
Increase in Net Assets Applicable to Common Shareholders From Operations    $ 60,612,532  

 

Net of change in accrued foreign capital gains tax of $149,043.

 

See Notes to Financial Statements.

 

 

 24 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


Statements of changes in net assets

 

For the Years Ended October 31,    2019      2018  
Operations:                  

Net investment income

   $ 17,184,969      $ 17,875,550  

Net realized gain (loss)

     428,187        (16,304,633)  

Change in net unrealized appreciation (depreciation)

     42,999,376        (35,089,656)  

Increase (Decrease) in Net Assets Applicable to Common Shareholders From Operations

     60,612,532        (33,518,739)  
Distributions to Common Shareholders From (Note 1):                  

Total distributable earnings(a)

     (15,950,549)        (6,998,240)  

Return of capital

            (12,553,754)  

Decrease in Net Assets From Distributions to Common Shareholders

     (15,950,549)        (19,551,994)  

Increase (Decrease) in Net Assets Applicable to Common Shareholders

     44,661,983        (53,070,733)  
Net Assets Applicable to Common Shareholders:                  

Beginning of year

     258,953,548        312,024,281  

End of year(b)

   $ 303,615,531      $ 258,953,548  

 

(a)  

Distributions from net investment income and from realized gains are no longer required to be separately disclosed (Note 10). For the year ended October 31, 2018, distributions from net investment income were $6,998,240.

 

(b) 

Parenthetical disclosure of undistributed net investment income is no longer required (Note 10). For the year ended October 31, 2018, end of year net assets included overdistributed net investment income of $(3,171,064).

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 25 


Statement of cash flows

For the Year Ended October 31, 2019

 

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

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

   $ 60,612,532  

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

        

Purchases of portfolio securities

     (215,075,573)  

Sales of portfolio securities

     216,618,371  

Net purchases, sales and maturities of short-term investments

     4,370,686  

Net amortization of premium (accretion of discount)

     (2,139,855)  

Increase in receivable for securities sold

     (1,493,135)  

Increase in interest receivable

     (236,072)  

Decrease in receivable from broker — variation margin on centrally cleared swap contracts

     636,315  

Increase in prepaid expenses

     (102)  

Increase in receivable for open OTC swap contracts

     (74,077)  

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

     (212,866)  

Decrease in premiums received for OTC swap contracts

     (899,320)  

Decrease in payable for securities purchased

     (3,081,621)  

Amortization of preferred stock offering costs

     156,337  

Increase in investment management fee payable

     23,262  

Decrease in Directors’ fees payable

     (5,423)  

Decrease in interest payable

     (15,469)  

Decrease in accrued expenses

     (101,828)  

Net realized gain on investments

     (1,610,647)  

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

     (41,714,343)  

Net Cash Provided by Operating Activities*

     15,757,172  
Cash Flows From Financing Activities:         

Distributions paid on common stock

     (16,193,627)  

Proceeds from loan facility borrowings

     19,000,000  

Repayment of loan facility borrowings

     (19,000,000)  

Net Cash Used in Financing Activities

     (16,193,627)  
Net Decrease in Cash and Restricted Cash      (436,455)  

Cash and restricted cash at beginning of year

     5,627,079  

Cash and restricted cash at end of year

   $ 5,190,624  

 

*

Included in operating expenses is cash of $3,096,593 paid for interest on borrowings.

 

 

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, 2019  
Cash    $ 4,275,894  
Restricted cash      914,730  
Total cash and restricted cash shown in the Statement of Cash Flows    $ 5,190,624  

 

See Notes to Financial Statements.

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


 

 

Restricted cash consists of cash that has been segregated to cover the Fund’s collateral or margin obligations under derivative contracts. It is separately reported on the Statement of Assets and Liabilities as Deposits with brokers.

 

See Notes to Financial Statements.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 27 


Financial highlights

 

For a common share of capital stock outstanding throughout each year ended October 31:  
     20191     20181     20171     20161     20151  
Net asset value, beginning of year     $12.34       $14.87       $15.04       $15.08       $19.93  
Income (loss) from operations:          

Net investment income

    0.82       0.85       1.04       0.92       1.09  

Net realized and unrealized gain (loss)

    2.06       (2.45)       (0.13)       0.33       (4.04)  

Total income (loss) from operations

    2.88       (1.60)       0.91       1.25       (2.95)  
Less distributions to common shareholders from:          

Net investment income

    (0.76)       (0.33)       (0.09)       (0.77)       (1.03)  

Net realized gains

                            (0.87)  

Return of capital

          (0.60)       (0.99)       (0.53)        

Total distributions to common shareholders

    (0.76)       (0.93)       (1.08)       (1.30)       (1.90)  

Anti-dilutive impact of repurchase plan

                      0.01 2        
Net asset value, end of year     $14.46       $12.34       $14.87       $15.04       $15.08  
Market price, end of year     $12.35       $10.29       $13.00       $12.94       $12.56  

Total return, based on NAV3,4

    24.04     (11.30)     6.36     9.18     (15.64)

Total return, based on Market Price5

    28.29     (14.46)     9.24     14.53     (17.68)
Net assets applicable to common shareholders, end of year (millions)     $304       $259       $312       $316       $318  
Ratios to average net assets:          

Gross expenses

    3.26     3.06     2.76     2.83     2.45

Net expenses

    3.11 6       2.92 6       2.76       2.83       2.45  

Net investment income

    6.13       6.06       7.03       6.30       6.16  
Portfolio turnover rate     55     52     78     67     25

 

See Notes to Financial Statements.

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


For a common share of capital stock outstanding throughout each year ended October 31:  
     20191     20181     20171     20161     20151  
Supplemental data:          

Loan Outstanding, End of Year (000s)

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

Asset Coverage Ratio for Loan Outstanding7

    454     409     375     376     378

Asset Coverage, per $1,000 Principal Amount of Loan Outstanding7

    $4,536       $4,090       $3,753       $3,765       $3,781  

Weighted Average Loan (000s)

    $101,781       $104,914       $121,606       $132,300       $132,300  

Weighted Average Interest Rate on Loan

    3.03     2.53     1.67     1.10     0.84

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

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

Asset Coverage Ratio for Mandatory Redeemable Preferred Stock8

    302     273     272     273     274

Asset Coverage, per $100,000 Liquidation Value per Share of Mandatory Redeemable Preferred Stock8

    $302,410       $272,636       $271,914       $273,221       $274,363  

 

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 total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results.

 

4 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

5 

The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results.

 

6 

Reflects fee waivers and/or expense reimbursements.

 

7 

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.

 

8 

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. 2019 Annual Report  

 

 29 


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 Fund’s primary investment objective is to provide current income. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its assets in global fixed income securities. On October 31, 2019, the Board of Directors of the Fund approved amendments to the Fund’s bylaws. The amended and restated bylaws were subsequently filed on Form 8-k and are available on the SEC’s 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

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North Atlantic Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 31 


Notes to financial statements (cont’d)

 

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 — quoted prices in active markets for identical investments

 

 

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

 

 

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

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

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

 

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

Corporate Bonds & Notes

        $ 179,340,226           $ 179,340,226  

Sovereign Bonds

          136,413,436             136,413,436  

Collateralized Mortgage Obligations

          60,498,888             60,498,888  

U.S. Government & Agency Obligations

          23,978,956             23,978,956  

Investments in Underlying Funds

  $ 8,941,800                   8,941,800  

Asset-Backed Securities

          1,214,503             1,214,503  
Total Long-Term Investments     8,941,800       401,446,009             410,387,809  
Short-Term Investments†:                                

Sovereign Bonds

          18,042,562             18,042,562  

Money Market Funds

    14,620,581                   14,620,581  
Total Short-Term Investments     14,620,581       18,042,562             32,663,143  
Total Investments   $ 23,562,381     $ 419,488,571           $ 443,050,952  

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


ASSETS (cont’d)  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other Financial Instruments:                                

Futures Contracts

  $ 104,089                 $ 104,089  

Forward Foreign Currency Contracts

        $ 2,242,835             2,242,835  

OTC Credit Default Swaps on

                               

Corporate Issues — Sell Protection‡

          931,915             931,915  
Total Other Financial Instruments   $ 104,089     $ 3,174,750           $ 3,278,839  
Total   $ 23,666,470     $ 422,663,321           $ 446,329,791  
LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other Financial Instruments:                                

Forward Foreign Currency Contracts

        $ 3,620,134           $ 3,620,134  

OTC Credit Default Swaps on Corporate Issues — Sell Protection‡

          93,267             93,267  
Total         $ 3,713,401           $ 3,713,401  

 

See Schedule of Investments for additional detailed categorizations.

 

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

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

 

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 33 


Notes to financial statements (cont’d)

 

(c) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

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

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

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

In a Centrally Cleared Swap, immediately following execution of the swap, the swap agreement is submitted to a clearinghouse or central counterparty (the “CCP”) and the CCP becomes the ultimate counterparty of the swap agreement. The Fund is required to interface with the CCP through a broker, acting in an agency capacity. All payments are settled with the CCP through the broker. Upon entering into a Centrally Cleared Swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities.

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

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

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

The Fund’s maximum exposure in the event of a defined credit event on a credit default swap to sell protection is the notional amount. As of October 31, 2019, the total notional value of all credit default swaps to sell protection was $16,770,000. This amount would be offset by the value of the swap’s reference entity, upfront premiums received on the swap and any amounts received from the settlement of a credit default swap where the Fund bought protection for the same referenced security/entity.

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

Credit default swaps

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

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report  

 

 35 


Notes to financial statements (cont’d)

 

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

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

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

(e) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

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

(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

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


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

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

(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 Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

 

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 37 


Notes to financial statements (cont’d)

 

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

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

(j) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.

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

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


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

The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that govern over-the-counter derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

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

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

As of October 31, 2019, the Fund held forward foreign currency contracts and OTC Credit Default Swaps with credit related contingent features which had a liability position of $3,713,401. 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, 2019, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $520,000 which could be used to reduce the required payment.

 

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Notes to financial statements (cont’d)

 

At October 31, 2019, the Fund held cash collateral from Goldman Sachs Group Inc. in the amount of $300,000. This amount can be used to reduce the Fund’s 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 on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

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

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

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


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

(o) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of October 31, 2019, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates. Realized gains upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. As of October 31, 2019, there were $158,502 of capital gains tax liabilities accrued on unrealized gains.

(p) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:

 

        Total Distributable
Earnings (Loss)
       Paid-in
Capital
 
(a)      $ 156,337        $ (156,337)  

 

(a)  

Reclassifications are due to 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 Fund’s investment manager and Brandywine Global Investment Management, LLC (“Brandywine Global”) is the Fund’s subadviser. LMPFA and Brandywine Global are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.85% of the Fund’s average daily net assets. “Managed assets” means net assets plus the

 

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Notes to financial statements (cont’d)

 

amount of any borrowing and assets attributable to any preferred stock that may be outstanding. LMPFA delegates to Brandywine Global the day-to-day portfolio management of the Fund. For its services, LMPFA pays Brandywine Global monthly 70% of the net management fee.

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

Effective December 1, 2017, LMPFA implemented a voluntary investment management fee waiver of 0.10% that will continue through November 30, 2020.

During the year ended October 31, 2019, fees waived and/or expenses reimbursed amounted to $432,279.

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

3. Investments

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

 

        Investments        U.S. Government &
Agency Obligations
 
Purchases      $ 146,487,773        $ 68,587,800  
Sales        129,174,445          87,443,926  

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

 

      Cost/Premiums
Paid (Received)
     Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
(Depreciation)
 
Securities    $ 437,597,427      $ 18,262,014      $ (12,808,489)      $ 5,453,525  
Swap contracts      750,588        193,906        (105,846)        88,060  
Futures contracts      —            104,089        —            104,089  
Forward foreign currency contracts      —            2,242,835        (3,620,134)        (1,377,299)  

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


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, 2019.

 

ASSET DERIVATIVES1

 
      Interest
Rate Risk
     Foreign
Exchange Risk
     Credit
Risk
     Total  
Futures contracts2    $ 104,089                    $ 104,089  
OTC swap contracts3                  $ 931,915        931,915  
Forward foreign currency contracts           $ 2,242,835               2,242,835  
Total    $ 104,089      $ 2,242,835      $ 931,915      $ 3,278,839  

LIABILITY DERIVATIVES1

 
              Foreign
Exchange Risk
     Credit
Risk
     Total  
OTC swap contracts3                    $ 93,267      $ 93,267  
Forward foreign currency contracts             $ 3,620,134               3,620,134  
Total             $ 3,620,134      $ 93,267      $ 3,713,401  

 

1  

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

2 

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

3 

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

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

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Credit
Risk
     Total  
Futures contracts    $ 5,624,926                    $ 5,624,926  
Swap contracts                  $ (815,615)        (815,615)  
Forward foreign currency contracts           $ (5,808,980)               (5,808,980)  
Total    $ 5,624,926      $ (5,808,980)      $ (815,615)      $ (999,669)  

 

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Notes to financial statements (cont’d)

 

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Credit
Risk
     Total  
Futures contracts    $ 104,089                    $ 104,089  
Swap contracts                  $ 1,135,190        1,135,190  
Forward foreign currency contracts           $ 2,273,563               2,273,563  
Total    $ 104,089      $ 2,273,563      $ 1,135,190      $ 3,512,842  

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

 

        Average Market
Value
 
Futures contracts (to buy)      $ 14,495,972  
Futures contracts (to sell)†        1,025,262  
Forward foreign currency contracts (to buy)        109,104,912  
Forward foreign currency contracts (to sell)        171,678,737  
        Average Notional
Balance
 
Credit default swap contracts (to sell protection)      $ 27,466,438  

 

At October 31, 2019, there were no open positions held in this derivative.

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

 

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    $ 556,687      $ (268,940)      $ 287,747             $ 287,747  
Citibank N.A.      1,037,685        (1,564,684)        (526,999)               (526,999)  
Goldman Sachs Group Inc.      351,518        (70,073)        281,445      $ (300,000)        (18,555)  
HSBC Securities Inc.      57,097        (380,453)        (323,356)        290,000        (33,356)  
JPMorgan Chase & Co.      619,020        (883,499)        (264,479)        230,000        (34,479)  
Morgan Stanley & Co. Inc.      438,855               438,855               438,855  
National Australia Bank Ltd.      113,888        (545,752)        (431,864)               (431,864)  
Total    $ 3,174,750      $ (3,713,401)      $ (538,651)      $ 220,000      $ (318,651)  

 

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.

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


5. Loan

The Fund has a revolving credit agreement with Pershing LLC, which allows the Fund to borrow up to an aggregate amount of $200,000,000, subject to approval by Pershing LLC, and renews daily for a 180-day term unless notice to the contrary is given to the Fund. The interest on the loan is calculated at a variable rate based on the one-month LIBOR plus any applicable margin. To the extent of the borrowing outstanding, the Fund is required to maintain collateral in a special custody account at the Fund’s custodian on behalf of the lender. The Fund’s credit agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. In addition, the credit agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Fund’s ability to utilize borrowing under the agreement. Interest expense related to this loan for the year ended October 31, 2019 was $3,081,055. For the year ended October 31, 2019, the average daily loan balance was $101,780,822 and the weighted average interest rate was 3.03%. At October 31, 2019, the Fund had $100,000,000 of borrowings outstanding subject to the terms of this credit agreement.

6. Mandatory redeemable preferred stock

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

The table below summarizes the key terms of each series of the MRPS at October 31, 2019.

 

Series    Term
Redemption
Date
   Rate      Shares     

Liquidation
Preference

Per Share

     Aggregate
Liquidation
Value
     Estimated
Fair Value
 
Series A    2/18/2020      3.29      400      $ 100,000      $ 40,000,000      $ 39,948,174  
Series B    2/18/2022      3.58      100      $ 100,000      $ 10,000,000      $ 10,029,687  
                                     $ 50,000,000      $ 49,977,861  

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%.

 

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Notes to financial statements (cont’d)

 

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

The Fund may not declare dividends or make other distributions on shares of its common stock unless the Fund has declared and paid full cumulative dividends on the MRPS, due on or prior to the date of the common stock dividend or distribution, and meets the MRPS asset coverage and rating agency requirements.

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

7. Distributions to common shareholders subsequent to October 31, 2019

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

 

Record Date      Payable Date        Amount  
10/18/2019        11/1/2019        $ 0.0650  
11/22/2019        12/2/2019        $ 0.0650  
12/20/2019        12/31/2019        $ 0.0700  
12/31/2019        1/31/2020        $ 0.0700  
2/21/2020        3/2/2020        $ 0.0700  

8. Stock repurchase program

On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the year ended October 31, 2019, the Fund did not repurchase any shares.

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


9. Income tax information and distributions to shareholders

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

 

        2019        2018  
Distributions paid from:                      
Ordinary income:                      
Common shareholders      $ 15,950,549        $ 6,998,240  
Mandatory redeemable preferred shares        1,674,000          1,674,000  
Total taxable distributions      $ 17,624,549        $ 8,672,240  
Common shareholders                 12,553,754  
Total tax return of capital               $ 12,553,754  
Total distributions paid      $ 17,624,549        $ 21,225,994  

As of October 31, 2019, the components of accumulated earnings (losses) on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 4,453,754  
Deferred capital losses*        (29,273,850)  
Other book/tax temporary differences(a)        (903,790)  
Unrealized appreciation (depreciation)(b)        4,085,411  
Total accumulated earnings (losses) — net      $ (21,638,475)  

 

*

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 and foreign currency contracts, and book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

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

10. Recent accounting pronouncements

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

In August 2018, the Securities and Exchange Commission released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements

 

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 47 


Notes to financial statements (cont’d)

 

without significantly altering the mix of information provided to investors. Effective with the current reporting period, the Fund adopted the Final Rule with the most notable impacts being that the Fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets. The tax components of distributable earnings and distributions to shareholders continue to be disclosed within the Notes to Financial Statements.

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc. 2019 Annual Report


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, 2019, the related statements of operations and cash flows for the year ended October 31, 2019, the statement of changes in net assets for each of the two years in the period ended October 31, 2019, including the related notes, and the financial highlights for each of the three years in the period ended October 31, 2019 (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, 2019, 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, 2019 and the financial highlights for each of the three years in the period ended October 31, 2019 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 each of the periods ended on or prior to October 31, 2016 (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 Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2019 by correspondence with the custodian and brokers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

December 20, 2019

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

 

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 49 


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 Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.

 

Independent Directors
Robert D. Agdern  
Year of birth   1950
Position(s) held with Fund1   Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III
Term of office1 and length of time served   Since 2015
Principal occupation(s) during the past five years   Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC)
Number of portfolios in fund complex overseen by Director (including the Fund)   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

 

 

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   BrandywineGLOBAL — Global Income Opportunities Fund Inc.


 

Independent Directors (cont’d)
Daniel P. Cronin  
Year of birth   1946
Position(s) held with Fund1   Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class I
Term of office1 and length of time served   Since 2011
Principal occupation(s) during the past five years   Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)
Number of portfolios in fund complex overseen by Director (including the Fund)   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 (Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994)

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.  

 

 51 


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

 

Independent Directors (cont’d)
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   National Association of Corporate Directors Board Leadership Fellow and financial expert (since 2016); 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) (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 Kumar2
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); GB Flow Investment LLC; EDAC Technologies Corp.; Nordco Holdings, LLC; and SEKO Global Logistics Network, LLC; formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); Director of The Asia Tigers Fund, Inc. (2016 to 2018)

 

 

 52 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc.


 

 

Interested Director and Officer
Jane Trust, CFA3  
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 Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 145 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of portfolios in fund complex overseen by Director (including the Fund)   136
Other board memberships held by Director during the past five years   None
 
Additional Officers

Todd F. Kuehl

Legg Mason

100 International Drive, 9th Floor, Baltimore, MD 21202

Year of birth   1969
Position(s) held with Fund1   Chief Compliance Officer
Term of office1 and length of time served   Since 2017
Principal occupation(s) during the past five years   Managing Director of Legg Mason & Co. (since 2011); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2010); formerly, Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002 to 2006)

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   Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2015); Compliance Officer of Legg Mason & Co. (since 2013); Assistant Vice President of Legg Mason & Co. (since 2011); formerly, Associate Compliance Officer of Legg Mason & Co. (2011 to 2013)

 

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.  

 

 53 


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

 

Additional Officers (cont’d)

Robert I. Frenkel

Legg Mason

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

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

Thomas C. Mandia

Legg Mason

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

Year of birth   1962
Position(s) held with Fund1   Assistant Secretary
Term of office1 and length of time served   Since 2011
Principal occupation(s) during the past five years   Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers)

Christopher Berarducci*

Legg Mason

620 Eighth Avenue, 49th 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   Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain mutual funds associated with Legg Mason & Co. or its affiliates; Director of Legg Mason & Co. (since 2015); formerly, Vice President of Legg Mason & Co. (2011 to 2015); Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)

 

 

 54 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc.


 

 

Additional Officers (cont’d)

Jeanne M. Kelly

Legg Mason

620 Eighth Avenue, 49th 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   Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); formerly, Senior Vice President of LMFAM (2013 to 2015)

 

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

 

1 

The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2022, year 2020 and year 2021, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year, to hold office until their successors are duly elected and qualified.

 

2 

Effective January 1, 2019, Ms. Kumar became a Director.

 

3 

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.  

 

 55 


Annual chief executive officer and principal financial officer certifications (unaudited)

 

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

 

 

 56 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc.


Other shareholder communications regarding accounting

matters (unaudited)

 

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

The CCO may be contacted at:

Legg Mason & Co., LLC

Compliance Department

620 Eighth Avenue, 49th Floor

New York, New York 10018

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

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.  

 

 57 


Dividend reinvestment plan (unaudited)

 

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

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

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

(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at 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;

 

 

 58 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc.


otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.

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

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

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

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.  

 

 59 


Important tax information (unaudited)

 

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

 

Record date:      Monthly      Monthly
Payable date:      November 2018 through
December 2018
     January 2019 through
October 2019
Interest from Federal Obligations           4.12%

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:

 

Record date:      Monthly      Monthly
Payable date:      November 2018 through
December 2018
     January 2019 through
October 2019
Interest-Related Dividends      30.00%      40.00%

Please retain this information for your records.

 

 

 60 

   BrandywineGLOBAL — Global Income Opportunities Fund Inc.


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

Todd F. Kuehl

Chief Compliance Officer

Jenna Bailey

Identity Theft Prevention Officer

Robert I. Frenkel

Secretary and Chief Legal Officer

Thomas C. Mandia

Assistant Secretary

Jeanne M. Kelly

Senior Vice President

 

*

Effective January 1, 2019, Ms. Kumar became a Director.

**

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

 

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Brandywine Global Investment

Management, LLC

Custodian

The Bank of New York Mellon

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


Legg Mason Funds Privacy and Security Notice

 

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

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

The Type of Nonpublic Personal Information the Funds Collect About You

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

 

 

Personal information included on applications or other forms;

 

 

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

 

 

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

 

 

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

 

 

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

How the Funds Use Nonpublic Personal Information About You

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

NOT PART OF THE ANNUAL REPORT


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

 

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

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

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Funds at 1-888-777-0102.

Revised April 2018

 

NOT PART OF THE ANNUAL REPORT


BrandywineGLOBAL — Global Income Opportunities Fund Inc.

BrandywineGLOBAL — Global Income Opportunities Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

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

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Previously, the Fund filed a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-PORT and N-Q are available on the SEC’s website at www.sec.gov. To obtain information on Forms N-PORT and N-Q, 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 SEC’s website at www.sec.gov.

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

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

 

BWXX015179 12/19 SR19-3772


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending October 31, 2018 and October 31, 2019 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $54,290 in October 31, 2018 and $56,790 in October 31, 2019.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $6,427 in October 31, 2018 and $0 in October 31, 2019.

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the BrandywineGLOBAL - Global Income Opportunities Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Period.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in October 31, 2018 and $0 in October 31, 2019. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

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

(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the BrandywineGLOBAL - Global Income Opportunities Fund Inc. were $0 in October 31, 2018 and $0 in October 31, 2019.


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

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

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

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

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


(2) For the BrandywineGLOBAL - Global Income Opportunities Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for October 31, 2018 and October 31, 2019; Tax Fees were 100% and 100% for October 31, 2018 and October 31, 2019; and Other Fees were 100% and 100% for October 31, 2018 and October 31, 2019.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to BrandywineGLOBAL - Global Income Opportunities Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to BrandywineGLOBAL - Global Income Opportunities Fund Inc. during the reporting period were $678,000 in October 31, 2018 and $338,663 in October 31, 2019.

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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

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

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Leslie H. Gelb*

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar **

Dr. Riordan Roett*

 

  *

Messrs. Gelb and Roett retired as Board and Audit Committee members as of December 31, 2018.

  **

Effective January 1, 2019, Ms. Kumar became a Director and Audit Committee member.

b) Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.


ITEM 7.

PROXY VOTING – Brandywine Global Investment Management, LLC

Proxy Voting Policies

PROXY VOTING

 

I.

Client Accounts for which Brandywine Global Votes Proxies

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

 

  A.

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

 

  B.

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

Also, Brandywine Global shall vote proxies for any employee benefit plan client subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), unless the investment management agreement specifically reserves the responsibility for voting proxies to the plan trustees or other named fiduciary.

At or prior to inception of each client account, Brandywine Global shall determine whether it has proxy voting authority over such account.

 

II.

General Principles

In exercising discretion to vote proxies for securities held in client accounts, Brandywine Global is guided by general fiduciary principles. Brandywine Global’s goal in voting proxies is to act prudently and solely in the best economic interest of its clients for which it is voting proxies. In furtherance of such goal, Brandywine Global will vote proxies in a manner that Brandywine Global believes will be consistent with efforts to maximize shareholder values.

Brandywine Global does not exercise its proxy voting discretion to further policy, political or other issues that have no connection to enhancing the economic value of the client’s investment, but will consider environmental, social, and governance issues that may impact the value of the investment, either through introducing opportunity or by creating risk to the value.

 

III.

How Brandywine Global Votes Proxies

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

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

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


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

 

IV.

Use of an Independent Proxy Service Firm

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

With respect to any independent proxy service firm engaged by Brandywine Global to provide Brandywine Global with information and/or recommendations with regard to proxy votes, Brandywine Global’s Proxy Administrator shall periodically review and assess such firm’s policies, procedures and practices including those with respect to the disclosure and handling of conflicts of interest.

 

V.

Conflict of Interest Procedures

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

 

  A.

Procedures for Identifying Conflicts of Interest

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

 

  (i)

Brandywine Global’s Compliance Department annually requires each Brandywine Global employee to complete a questionnaire designed to elicit information that may reveal potential conflicts between the employee’s interests and those of Brandywine Global clients.

 

  (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 Global’s decision-making in voting the proxy. All materiality determinations will be based on an assessment of the particular facts and circumstances. A written record of all materiality determinations made by the Investment Committee shall be maintained.

 

  (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 employee’s personal relationships or circumstances, removing such employee from the decision-making process with respect to such proxy vote;

 

  d.

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

 

  e.

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

 

  f.

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

 

  2.

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

 

VI.

Other Considerations

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

 

  A.

Share Blocking

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

 

  B.

Securities on Loan

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


VII.

Proxy Voting-Related Disclosures

 

  A.

Proxy Voting Independence and Intent

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

Brandywine Global and its employees must not disclose to any person outside of Brandywine Global, including without limitation another investment management firm (affiliated or unaffiliated) or the issuer of securities that are the subject of the proxy vote, how Brandywine Global intends to vote a proxy without prior approval from Brandywine Global’s Chief Compliance Officer.

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

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

 

  B.

Disclosure of Proxy Votes and Policy and Procedures

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

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

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

 

  C.

Delegation of Duties

Brandywine Global may delegate to non-investment personnel the responsibility to vote proxies in accordance with the guidelines set forth in Appendix A. Such delegation of duties will only be made to employees deemed to be reasonably capable of performing this function in a satisfactory manner.

 

VIII.

Shareholder Activism and Certain Non-Proxy Voting Matters

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


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

 

IX.

Recordkeeping

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

 

  a)

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

 

  b)

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

 

  c)

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

 

  d)

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

 

  e)

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

 

  f)

a copy of each written client request for information on how Brandywine Global voted proxies on behalf of the client, and a copy of any written response by Brandywine Global to any (written or oral) client request for information on how Brandywine Global voted proxies on behalf of the requesting client; and

 

  g)

records showing whether or not Brandywine Global has proxy voting authority for each client account.

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

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

In lieu of keeping copies of proxy statements, Brandywine Global may rely on proxy statements filed on the EDGAR system as well as on third party records of proxy statements if the third party provides an undertaking to provide copies of such proxy statements promptly upon request.

Brandywine Global may rely on a third party to make and retain, on Brandywine Global’s behalf, records of votes cast by Brandywine Global on behalf of clients if the third party provides an undertaking to provide a copy of such records promptly upon request.

Proxy Voting Guidelines

Brandywine Global Diversified Portfolio Management Team Proxy Voting Guidelines

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

 

I.

Compensation

 

  A.

We vote for non-employee director stock options, unless we consider the number of shares available for issue excessive. We may consider current and past stock option grants in determining whether the cumulative dilution is excessive.


  B.

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

 

  C.

We vote for compensation plans that are tied to the company achieving set profitability hurdles. Plans are structured this way to comply with IRS laws allowing for deductibility of management compensation exceeding $1 million.

 

  D.

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

 

  E.

We vote against attempts to increase incentive stock options available for issuance when the shares underlying such options would exceed 10% of the company’s outstanding shares.

 

  F.

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

 

  G.

We vote against stock option plans allowing for very large allocations to a single individual because we generally believe that stock option plans should provide for widespread employee participation.

 

  H.

We vote against proposals to authorize or approve loans to company executives or Board members for personal reasons or for the purpose of enabling such persons to purchase company shares.

 

II.

Governance

 

  A.

We vote for proposals to separate the Chief Executive Officer and Chairman of the Board positions.

 

  B.

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

 

III.

Anti-Takeover

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

 

  A.

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

 

  B.

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

 

  C.

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

 

IV.

Capital Structure

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

 

V.

Business Management

We generally prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles.


Brandywine Global Fundamental Equities Portfolio Management Team Proxy Voting Guidelines

Below are proxy voting guidelines that Brandywine Global’s Fundamental Equities Portfolio Management Team generally follows when voting proxies for securities held in client accounts.

The Team may decide to deviate from these guidelines with respect to any one or more particular proxy votes, subject in all cases to the Team’s duty to act solely in the best interest of their client accounts holding the applicable security.

 

I.

Compensation

 

  A.

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

 

  B.

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

 

  C.

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

 

  D.

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

 

  E.

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

 

  F.

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

 

  G.

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

 

II.

Governance

 

  A.

We vote for cumulative shareholder voting.

 

  B.

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

 

  C.

We vote against related-party transactions involving directors, senior members of company management or other company insiders.

 

III.

Anti-Takeover

We vote against anti-takeover measures:

 

  A.

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

 

  B.

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

 

  C.

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

 

  D.

Change-of-Control Contracts, which grant benefits to company personnel (typically members of senior company management) in the event the company is acquired or is otherwise subject to a change of control.


IV.

Capital Structure

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

 

V.

Business Management

We generally prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly, it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles.

Brandywine Global Fixed Income Portfolio Management Team Proxy Voting Guidelines

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

 

I.

Compensation

 

  A.

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

 

  B.

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

 

  C.

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

 

  D.

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

 

  E.

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

 

  F.

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

 

  G.

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

 

II.

Governance

 

  A.

We vote for cumulative shareholder voting.

 

  B.

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


III.

Anti-Takeover

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

 

  A.

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

 

  B.

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

 

  C.

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

 

IV.

Capital Structure

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

 

V.

Business Management

We generally prefer not to dictate to companies on matters of business strategy, believing that as long as the company is operating responsibly it is management’s role to make these decisions. Business strategy includes management of environmental and social practices, as they have the potential to pose significant financial, legal, and reputational risk if not appropriately governed. In cases where we feel management has not taken sufficient efforts to address material environmental or social risk, we may choose to support shareholder proposals aimed at enhancing shareholder value or risk mitigation in alignment with our fiduciary principles.


ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1):

 

NAME AND

ADDRESS*

  

LENGTH OF

TIME SERVED

  

PRINCIPAL OCCUPATION(S) DURING

PAST 5 YEARS

David F. Hoffman    2012    Co-lead portfolio manager for Brandywine’s global fixed-income and related strategies. He joined Brandywine in 1995. Previously, Mr. Hoffman was president of Hoffman Capital, a global financial futures investment firm (1991-1995); head of fixed income investments at Columbus Circle Investors (1983-1990); senior vice president and portfolio manager at INA Capital Management (1979-1982), and fixed income portfolio manager at Provident National Bank (1975-1979). Mr. Hoffman is a CFA charterholder and earned a B.A. in Art History from Williams College. He is a member of the firm’s Executive Board, currently serving as the Board’s chair.
Stephen S. Smith    2012    Co-lead portfolio manager for Brandywine’s global fixed-income and related strategies. He joined Brandywine in 1991 to diversify the firm’s investment strategies and start the global fixed income product. Previously, Mr. Smith was with Mitchell Hutchins Asset Management, Inc. as managing director of taxable fixed income (1988-1991); Provident Capital Management, Inc. as senior vice president overseeing taxable fixed income (1984-1988); Munsch & Smith Management as a founding partner (1980-1984), and First Pennsylvania Bank as vice president and portfolio manager in the fixed income division (1976-1980). Steve earned a B.S. in Economics and Business Administration from Xavier University, where he is currently chair of the university’s foundation and is a member of the board of trustees. He is a member of the firm’s Executive Board. Steve is also a member of the Board of Trustees at both St. Mary’s Villa for Children and Families, a provider of services for abused and neglected children, and the Winterthur Museum & Country Estate, a nonprofit, educational institution.
Jack P. McIntyre    2012    As portfolio manager and senior research analyst for the Firm’s Global Fixed Income and related strategies, Jack provides valuable analytical and strategic insight. He joined the Firm in 1998. Previously, he held positions as market strategist with McCarthy, Crisanti & Maffei, Inc. (1995-1998); senior fixed income analyst with Technical Data, a division of Thomson Financial Services (1992-1995); quantitative associate with Brown Brothers Harriman & Co. (1990), and investment analyst with the Public Employee Retirement Administration of Massachusetts (1987-1989). Jack is a CFA charterholder and earned an M.B.A. in Finance from the Leonard N. Stern Graduate School of Business at New York University and a B.B.A. in Finance from the University of Massachusetts, Amherst.


Gerhardt (Gary) P. Herbert    2012       Portfolio manager for Brandywine’s fixed income group, with a concentration in high-yield securities. He joined Brandywine in March 2010, bringing with him over 10 years of high yield experience. Previously, Mr. Herbert was Managing Director, Portfolio Manager with Guggenheim Partners, LLC (2009-2010); Managing Director, Portfolio Manager with Dreman Value Management, LLC (2007-2009); Executive Director, Portfolio Manager (1999-2007) and Associate (1994-1998) with Morgan Stanley Investment Management; Analyst with Aronson + Fogler Investments (1994), and Senior Analyst with SEI Investments (1992-1994). Mr. Herbert earned his M.B.A. with Honors from Columbia University, and a Bachelor Degree from Villanova University. He also holds his Chartered Financial Analyst certification.
Brian L. Kloss    2012       Portfolio manager for Brandywine’s fixed income group, with a concentration in high yield securities. He joined Brandywine in December 2009, bringing with him over 10 years of high yield and distressed debt experience. Previously, Mr. Kloss was co-portfolio manager at Dreman Value Management, LLC (2007-2009); high yield analyst/trader at Gartmore Global Investments (2002-2007); high yield and equity portfolio manager and general analyst at Penn Capital Management, Ltd. (2000-2002); an analyst with The Concord Advisory Group, Ltd. (1998-2000); and an international tax consultant with Deloitte & Touche LLP (1995-1998). He earned his J.D. from Villanova School of Law and graduated summa cum laude with B.S. in Accounting from University of Scranton. He is also a member of the New Jersey and Pennsylvania Bar and is a Pennsylvania Certified Public Accountant.
Anujeet Sareen    2017       Portfolio manager for Brandywine’s Global Fixed Income and related strategies. He joined Brandywine Global Investment Management, LLC in 2016. Prior to joining Brandywine Global, Mr. Sareen was a managing director of global fixed income and a global macro strategist, as well as chair of the Currency Strategy Group at Wellington Management. Mr. Sareen has 22 years of investment industry experience. Mr. Sareen is a CFA® charterholder and earned a B.A. in Computer Science from Brown University.


Tracy Chen       2016    As a portfolio manager and head of structured credit, Tracy is responsible for conducting credit analysis on mortgage-backed and other structured securities, with special emphasis on collateralized mortgage obligations (CMOs), collateralized loan obligations (CLOs), and other structured products. She also monitors and analyzes the investment merits of global corporate debt issues. She joined Brandywine Global Investment Management, LLC in August 2008. Prior to joining Brandywine Global, she was with UBS Investment Bank as director of the fixed income valuation group (2006-2008), GMAC Mortgage Group as a mortgage pricing analyst (2003-2006), Deloitte Consulting as a senior corporate strategy consultant (2001-2003), and J&A Securities Ltd. in Shenzhen, China as an international corporate finance associate (1995-1999). Tracy earned an MBA with a concentration in Finance from Kenan-Flagler Business School at the University of North Carolina, an M.A. in American Studies from Sichuan University in Chengdu, China, and a B.A. in English for Scientific Purposes from University of Electronic Science & Technology of China in Chengdu, China. Tracy is a CFA® charterholder and earned the Chartered Alternative Investment Analyst (CAIA) charter in 2010.

 

 

*

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


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

The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of October 31, 2019.

Other Accounts Managed by Portfolio Managers

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

 

Name of PM

  

Other Accounts

Managed

   # of Other
Accounts
  

Total Assets

  

# with
Performance
Fee

  

Total Assets with
Performance Fee

Stephen S. Smith    Other Registered Investment Companies    8    $4.69 billion    None    None
   Other Pooled Vehicles    50    $17.94 billion    5    $1.26 billion
   Other Accounts    76    $32.15 billion    10    $13.56 billion
David F. Hoffman    Other Registered Investment Companies    8    $4.69 billion    None    None
   Other Pooled Vehicles    50    $17.94 billion    5    $1.26 billion
   Other Accounts    76    $32.15 billion    10    $13.56 billion
John P. McIntyre    Other Registered Investment Companies    9    $4.70 billion    None    None
   Other Pooled Vehicles    58    $19.26 billion    6    $1.38 billion
   Other Accounts    85    $34.33 billion    15    $15.13 billion
Gary Herbert    Other Registered Investment Companies    7    $1.13 billion    None    None
   Other Pooled Vehicles    19    $2.06 billion    2    $163.0 million
   Other Accounts    11    $2.22 billion    5    $1.57 billion
Brian Kloss    Other Registered Investment Companies    3    $702.0 million    None    None
   Other Pooled Vehicles    15    $1.48 billion    2    $163.0 million
   Other Accounts    10    $2.20 billion    5    $1.57 billion
Anjujeet Sareen    Other Registered Investment Companies    10    $4.78 billion    None    None
   Other Pooled Vehicles    58    $19.26 billion    6    $1.38 billion
   Other Accounts    85    $34.33 billion    15    $15.13 billion
Tracy Chen    Other Registered Investment Companies    4    $785.0 million    None    None
   Other Pooled Vehicles    14    $1.48 billion    2    $163.0 million
   Other Accounts    10    $2.20 billion    5    $1.57 billion

(a)(3): Portfolio Manager Compensation

All portfolio managers receive a competitive base salary. In addition, from the firm’s profits, a bonus is paid quarterly and based in part on the performance of the portfolio managers’ investment strategies relative to a relevant peer-group universe over one-quarter, one-, three- and five-year time periods. More subjective measurements of an individual’s contributions to the success of their product group and to the overall success of the firm are also considered as part of the individual allocation decision. After this performance-based incentive compensation is allocated, profits associated with individual product groups are allocated as follows: a majority is retained within the product group and the remainder is allocated to a pool shared by all product groups. The Subadviser believes this system achieves the goal of retaining top-quality investment professionals, as it provides extremely competitive compensation with entrepreneurial potential, and of fostering excellent performance, growth, and teamwork.

Conflicts of Interest


The Subadviser maintains policies and procedures reasonably designed to detect and minimize material conflicts of interest inherent in circumstances when a portfolio manager has day-to-day portfolio management responsibilities for multiple portfolios. Nevertheless, no set of policies and procedures can possibly anticipate or relieve all potential conflicts of interest. These conflicts may be real, potential, or perceived; certain of these conflicts are described in detail below.

Allocation of Limited Investment Opportunities. If a portfolio manager identifies a limited investment opportunity (including initial public offerings) that may be suitable for multiple portfolios, the investment opportunity may be allocated among these several portfolios, which may limit a portfolio’s ability to take full advantage of the investment opportunity, due to liquidity constraints or other factors.

The Subadviser has adopted trade allocation procedures designed to ensure that allocations of limited investment opportunities are conducted in a fair and equitable manner between portfolios. Nevertheless, investment opportunities may be allocated differently among portfolios due to the particular characteristics of a portfolio, such as the size of the portfolio, cash position, investment guidelines and restrictions or its sector/ country/region exposure or other risk controls, market restrictions or for other reasons.

Similar Investment Strategies. The Subadviser and its portfolio management team may manage multiple portfolios with similar investment strategies. Investment decisions for each portfolio are generally


made based on each portfolio’s investment objectives and guidelines, cash availability, and current holdings. Purchases or sales of securities for the portfolios may be appropriate for other portfolios with like objectives and may be bought or sold in different amounts and at different times in multiple portfolios. Purchase and sale orders for a portfolio may be combined with those of other portfolios in the interest of achieving the most favorable net results for all portfolios.

Differences in Financial Incentives. A conflict of interest may arise where the financial or other benefits available to a portfolio manager or an investment adviser differ among the portfolios under management. For example, when the structure of an investment adviser’s management fee differs among the portfolios under its management (such as where certain portfolios pay higher management fees or performance-based management fees), a portfolio manager might be motivated to favor certain portfolios over others. Performance-based fees could also create an incentive for an investment adviser to make investments that are riskier or more speculative. In addition, a portfolio manager might be motivated to favor portfolios in which he or she or the investment adviser and/or its affiliates have a financial interest. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record in a particular investment strategy or to derive other rewards, financial or otherwise, could influence a portfolio manager to lend preferential treatment to those portfolios that could most significantly benefit the portfolio manager.

To manage conflicts that may arise from management of portfolios with performance-based fees, the Subadviser has developed trade allocation procedures as described above and the Subadviser periodically reviews the performance and trading in portfolios with like strategies to seek to ensure that no portfolio or group of portfolios receives preference in the trading process.

Personal Account Trading. The Subadviser may, from time to time, recommend to clients that they buy or sell securities in which employees have a financial interest. These types of transactions may present a conflict of interest in that employees might benefit from market activity by a client in a security held by an employee. In order to prevent conflicts of interest between the Subadviser and its client, employee trading is monitored under the Code of Ethics (the “Code”). The Code includes policies and procedures (a) restricting personal trading, (b) requiring the pre-clearance of most types of personal securities transactions, (c) requiring the reporting to the Subadviser of all required personal securities holdings and transactions, and (d) mandating blackout periods during which employees are prohibited from making personal transactions in certain securities.

The Subadviser and its employees may also invest in mutual funds and other pooled investment vehicles, including private investment vehicles that are managed by the Subadviser. This may result in a potential conflict of interest since the Subadviser employees have knowledge of such funds’ investment holdings, which is non-public information.

Broker Selection and Soft Dollar Usage. Investment professionals may be able to influence the selection of broker-dealers that are used to execute securities transactions for the portfolios they manage. In addition to executing trades, some brokers and dealers provide brokerage and research services, which may result in the payment of higher brokerage commissions than might otherwise be available and may provide an incentive to increase trading with such brokers. All soft dollar arrangements in which the Subadviser is involved are subject to the Subadviser’s policy of seeking best execution and are structured to comply with the safe harbor of Section 28(e) of the 1934 Act, and the rules and interpretations thereof as issued by the SEC. Nonetheless, the research services obtained from brokers and dealers may be used to service portfolios other than those paying commissions to the broker-dealers providing the research services, and also may benefit some portfolios more than others.

Portfolio Manager Securities Ownership

The table below identifies the dollar range of securities beneficially owned by each portfolio manager as of October 31, 2019.


Portfolio Manager(s)

   Dollar Range of
Portfolio
Securities
Beneficially
Owned

David F. Hoffman

   C

Stephen S. Smith

   A

Jack P. McIntyre

   A

Gerhardt P. Herbert

   A

Brian L. Kloss

   A

Anjujeet Sareen

   A

Tracy Chen

   A

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule


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

 

  (b)

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

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 13.

EXHIBITS.

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

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

BrandywineGLOBAL - Global Income Opportunities Fund Inc.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:  

December 30, 2019

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

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:  

December 30, 2019

By:  

/s/ Christopher Berarducci

 

Christopher Berarducci

  Principal Financial Officer
Date:  

December 30, 2019