UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22491
BrandywineGLOBAL - Global Income Opportunities Fund Inc.
(Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: October 31
Date of reporting period: October 31, 2024
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.
III
|
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1
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10
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11
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13
|
|
24
|
|
25
|
|
26
|
|
27
|
|
28
|
|
30
|
|
47
|
|
48
|
|
54
|
|
61
|
|
62
|
|
63
|
|
81
|
|
83
|
Performance Snapshot as of October 31, 2024
|
|
Price Per Share
|
12-Month
Total Return**
|
$9.19 (NAV)
|
21.50
%†
|
$8.42 (Market Price)
|
34.18
%‡
|
Net Asset Value
|
|
Average annual total returns1
|
|
Twelve Months Ended 10/31/24
|
21.50
%
|
Five Years Ended 10/31/24
|
-0.26
|
Ten Years Ended 10/31/24
|
0.62
|
Cumulative total returns1
|
|
10/31/14 through 10/31/24
|
6.41
%
|
Market Price
|
|
Average annual total returns2
|
|
Twelve Months Ended 10/31/24
|
34.18
%
|
Five Years Ended 10/31/24
|
2.26
|
Ten Years Ended 10/31/24
|
2.37
|
Cumulative total returns2
|
|
10/31/14 through 10/31/24
|
26.43
%
|
1
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
at net asset value.
|
2
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
in additional shares in
accordance with the Fund’s Dividend Reinvestment Plan.
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
Corporate Bonds & Notes — 100.1%
|
|||||
Communication Services — 10.1%
|
|||||
Diversified Telecommunication Services — 1.4%
|
|||||
Consolidated Communications Inc., Senior
Secured Notes
|
5.000%
|
10/1/28
|
890,000
|
$824,095
(a)(b)
|
|
Level 3 Financing Inc., Senior Secured Notes
|
10.500%
|
5/15/30
|
1,180,000
|
1,296,525
(a)(b)
|
|
Total Diversified Telecommunication Services
|
2,120,620
|
||||
Interactive Media & Services — 3.7%
|
|||||
ANGI Group LLC, Senior Notes
|
3.875%
|
8/15/28
|
2,200,000
|
1,992,808
(a)(b)
|
|
GrubHub Holdings Inc., Senior Notes
|
5.500%
|
7/1/27
|
4,000,000
|
3,736,587
(a)(b)
|
|
Total Interactive Media & Services
|
5,729,395
|
||||
Media — 5.0%
|
|||||
CCO Holdings LLC/CCO Holdings Capital
Corp., Senior Notes
|
4.500%
|
5/1/32
|
3,000,000
|
2,554,942
(b)
|
|
Colombia Telecomunicaciones SA ESP,
Senior Notes
|
4.950%
|
7/17/30
|
775,000
|
670,822
(a)(b)
|
|
DISH Network Corp., Senior Secured Notes
|
11.750%
|
11/15/27
|
1,000,000
|
1,053,390
(a)
|
|
Liberty Interactive LLC, Senior Notes
|
8.250%
|
2/1/30
|
725,000
|
372,131
(b)
|
|
Univision Communications Inc., Senior
Secured Notes
|
6.625%
|
6/1/27
|
3,000,000
|
2,979,448
(a)(b)
|
|
Total Media
|
7,630,733
|
||||
|
|||||
Total Communication Services
|
15,480,748
|
||||
Consumer Discretionary — 13.9%
|
|||||
Hotels, Restaurants & Leisure — 13.3%
|
|||||
Affinity Interactive, Senior Secured Notes
|
6.875%
|
12/15/27
|
3,000,000
|
2,465,117
(a)(b)
|
|
GPS Hospitality Holding Co. LLC/GPS
Finco Inc., Senior Secured Notes
|
7.000%
|
8/15/28
|
1,225,000
|
760,861
(a)(b)
|
|
Grupo Posadas SAB de CV, Senior Secured
Notes, Step bond (7.000% PIK to 12/30/25
then 8.000% Cash)
|
7.000%
|
12/30/27
|
3,000,000
|
2,742,166
(c)(d)
|
|
Lindblad Expeditions LLC, Senior Secured
Notes
|
6.750%
|
2/15/27
|
1,000,000
|
1,005,528
(a)(b)
|
|
Marriott Ownership Resorts Inc., Senior
Notes
|
4.500%
|
6/15/29
|
580,000
|
538,553
(a)(b)
|
|
Melco Resorts Finance Ltd., Senior Notes
|
5.250%
|
4/26/26
|
3,000,000
|
2,944,397
(a)(b)
|
|
Mohegan Tribal Gaming Authority, Secured
Notes
|
8.000%
|
2/1/26
|
2,780,000
|
2,763,036
(a)(b)
|
|
Studio City Co. Ltd., Senior Secured Notes
|
7.000%
|
2/15/27
|
3,000,000
|
3,020,730
(a)
|
|
Viking Cruises Ltd., Senior Notes
|
6.250%
|
5/15/25
|
645,000
|
645,646
(a)(b)
|
|
Viking Cruises Ltd., Senior Notes
|
5.875%
|
9/15/27
|
3,600,000
|
3,579,523
(a)(b)
|
|
Total Hotels, Restaurants & Leisure
|
20,465,557
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Specialty Retail — 0.6%
|
|||||
Michaels Cos. Inc., Senior Secured Notes
|
5.250%
|
5/1/28
|
1,400,000
|
$1,009,173
(a)(b)
|
|
|
|||||
Total Consumer Discretionary
|
21,474,730
|
||||
Consumer Staples — 5.4%
|
|||||
Consumer Staples Distribution & Retail — 1.7%
|
|||||
Walgreens Boots Alliance Inc., Senior Notes
|
8.125%
|
8/15/29
|
2,700,000
|
2,685,883
(b)
|
|
Food Products — 2.7%
|
|||||
Minerva Luxembourg SA, Senior Notes
|
4.375%
|
3/18/31
|
2,630,000
|
2,227,573
(a)(b)
|
|
Simmons Foods Inc./Simmons Prepared
Foods Inc./Simmons Pet Food Inc./Simmons
Feed Ingredients Inc., Secured Notes
|
4.625%
|
3/1/29
|
2,115,000
|
1,961,375
(a)(b)
|
|
Total Food Products
|
4,188,948
|
||||
Tobacco — 1.0%
|
|||||
Turning Point Brands Inc., Senior Secured
Notes
|
5.625%
|
2/15/26
|
1,480,000
|
1,475,739
(a)(b)
|
|
|
|||||
Total Consumer Staples
|
8,350,570
|
||||
Energy — 23.7%
|
|||||
Oil, Gas & Consumable Fuels — 23.7%
|
|||||
CITGO Petroleum Corp., Senior Secured
Notes
|
6.375%
|
6/15/26
|
1,425,000
|
1,427,562
(a)
|
|
CNX Resources Corp., Senior Notes
|
6.000%
|
1/15/29
|
1,310,000
|
1,299,848
(a)(b)
|
|
Diamondback Energy Inc., Senior Notes
|
6.250%
|
3/15/53
|
1,000,000
|
1,034,121
(b)
|
|
Energean Israel Finance Ltd., Senior Secured
Notes
|
5.375%
|
3/30/28
|
2,500,000
|
2,258,736
(d)
|
|
Geopark Ltd., Senior Notes
|
5.500%
|
1/17/27
|
1,620,000
|
1,529,512
(a)(b)
|
|
Greenfire Resources Ltd., Senior Secured
Notes
|
12.000%
|
10/1/28
|
1,594,000
|
1,719,328
(a)(b)
|
|
Leviathan Bond Ltd., Senior Secured Notes
|
6.125%
|
6/30/25
|
2,000,000
|
1,978,337
(d)
|
|
Leviathan Bond Ltd., Senior Secured Notes
|
6.500%
|
6/30/27
|
4,000,000
|
3,801,971
(d)
|
|
Magnolia Oil & Gas Operating LLC/Magnolia
Oil & Gas Finance Corp., Senior Notes
|
6.000%
|
8/1/26
|
2,315,000
|
2,312,469
(a)(b)
|
|
New Fortress Energy Inc., Senior Secured
Notes
|
6.750%
|
9/15/25
|
445,000
|
444,427
(a)(b)
|
|
New Fortress Energy Inc., Senior Secured
Notes
|
6.500%
|
9/30/26
|
2,500,000
|
2,317,769
(a)(b)
|
|
Petroleos Mexicanos, Senior Notes
|
5.350%
|
2/12/28
|
5,290,000
|
4,930,973
(b)
|
|
SierraCol Energy Andina LLC, Senior Notes
|
6.000%
|
6/15/28
|
1,420,000
|
1,292,112
(a)(b)
|
|
SM Energy Co., Senior Notes
|
6.625%
|
1/15/27
|
3,000,000
|
3,001,741
(b)
|
|
Teine Energy Ltd., Senior Notes
|
6.875%
|
4/15/29
|
4,000,000
|
3,953,402
(a)(b)
|
|
YPF SA, Senior Notes
|
8.500%
|
7/28/25
|
2,600,000
|
2,612,698
(d)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Oil, Gas & Consumable Fuels — continued
|
|||||
YPF SA, Senior Secured Notes
|
9.000%
|
2/12/26
|
673,846
|
$680,999
(d)
|
|
|
|||||
Total Energy
|
36,596,005
|
||||
Financials — 33.3%
|
|||||
Banks — 10.7%
|
|||||
Bank of America Corp., Subordinated Notes
|
7.750%
|
5/14/38
|
6,345,000
|
7,644,488
(b)
|
|
Societe Generale SA, Subordinated Notes
|
7.367%
|
1/10/53
|
5,000,000
|
5,108,665
(a)(b)
|
|
Societe Generale SA, Subordinated Notes
(7.132% to 1/19/54 then 1 year Treasury
Constant Maturity Rate + 2.950%)
|
7.132%
|
1/19/55
|
2,740,000
|
2,718,415
(a)(b)(e)
|
|
Texas Capital Bancshares Inc., Subordinated
Notes (4.000% to 5/6/26 then 5 year
Treasury Constant Maturity Rate + 3.150%)
|
4.000%
|
5/6/31
|
1,000,000
|
950,076
(b)(e)
|
|
Total Banks
|
16,421,644
|
||||
Capital Markets — 8.9%
|
|||||
Blue Owl Technology Finance Corp., Senior
Notes
|
4.750%
|
12/15/25
|
3,385,000
|
3,326,783
(a)(b)
|
|
Goldman Sachs Group Inc., Subordinated
Notes
|
6.750%
|
10/1/37
|
7,000,000
|
7,684,868
(b)
|
|
Golub Capital BDC Inc., Senior Notes
|
2.050%
|
2/15/27
|
3,000,000
|
2,764,955
(b)
|
|
Total Capital Markets
|
13,776,606
|
||||
Consumer Finance — 10.5%
|
|||||
Ally Financial Inc., Junior Subordinated
Notes (4.700% to 5/15/26 then 5 year
Treasury Constant Maturity Rate + 3.868%)
|
4.700%
|
5/15/26
|
3,150,000
|
2,843,634
(b)(e)(f)
|
|
Credit Acceptance Corp., Senior Notes
|
6.625%
|
3/15/26
|
1,920,000
|
1,919,924
(b)
|
|
goeasy Ltd., Senior Notes
|
9.250%
|
12/1/28
|
4,000,000
|
4,269,008
(a)(b)
|
|
PRA Group Inc., Senior Notes
|
5.000%
|
10/1/29
|
3,700,000
|
3,351,413
(a)(b)
|
|
World Acceptance Corp., Senior Notes
|
7.000%
|
11/1/26
|
3,800,000
|
3,773,741
(a)(b)
|
|
Total Consumer Finance
|
16,157,720
|
||||
Financial Services — 3.2%
|
|||||
Freedom Mortgage Corp., Senior Notes
|
7.625%
|
5/1/26
|
2,470,000
|
2,481,179
(a)(b)
|
|
Freedom Mortgage Corp., Senior Notes
|
6.625%
|
1/15/27
|
2,500,000
|
2,472,824
(a)(b)
|
|
Total Financial Services
|
4,954,003
|
||||
|
|||||
Total Financials
|
51,309,973
|
||||
Industrials — 4.7%
|
|||||
Aerospace & Defense — 1.2%
|
|||||
Boeing Co., Senior Notes
|
5.805%
|
5/1/50
|
2,000,000
|
1,887,780
(b)
|
|
Commercial Services & Supplies — 0.3%
|
|||||
Deluxe Corp., Senior Notes
|
8.000%
|
6/1/29
|
565,000
|
533,346
(a)(b)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Construction & Engineering — 0.2%
|
|||||
ATP Tower Holdings LLC/Andean Tower
Partners Colombia SAS/Andean Telecom
Partners Peru S.R.L., Senior Secured Notes
|
4.050%
|
4/27/26
|
300,000
|
$289,676
(a)
|
|
Passenger Airlines — 1.2%
|
|||||
US Airways Pass-Through Trust
|
4.625%
|
6/3/25
|
1,823,989
|
1,816,091
(b)
|
|
Professional Services — 1.8%
|
|||||
Concentrix Corp., Senior Notes
|
6.850%
|
8/2/33
|
2,700,000
|
2,720,975
(b)
|
|
|
|||||
Total Industrials
|
7,247,868
|
||||
Information Technology — 3.3%
|
|||||
Communications Equipment — 1.6%
|
|||||
CommScope LLC, Senior Secured Notes
|
6.000%
|
3/1/26
|
1,370,000
|
1,339,117
(a)(b)
|
|
Viasat Inc., Senior Secured Notes
|
5.625%
|
4/15/27
|
1,300,000
|
1,215,073
(a)(b)
|
|
Total Communications Equipment
|
2,554,190
|
||||
IT Services — 1.7%
|
|||||
Sabre GLBL Inc., Senior Secured Notes
|
9.250%
|
4/15/25
|
628,000
|
631,969
(a)(b)
|
|
Sabre GLBL Inc., Senior Secured Notes
|
8.625%
|
6/1/27
|
2,000,000
|
1,931,960
(a)(b)
|
|
Total IT Services
|
2,563,929
|
||||
|
|||||
Total Information Technology
|
5,118,119
|
||||
Materials — 3.9%
|
|||||
Chemicals — 2.0%
|
|||||
Braskem Idesa SAPI, Senior Secured Notes
|
7.450%
|
11/15/29
|
1,340,000
|
1,063,950
(a)(b)
|
|
Braskem Netherlands Finance BV, Senior
Notes
|
8.500%
|
1/12/31
|
2,000,000
|
2,072,536
(a)(b)
|
|
Total Chemicals
|
3,136,486
|
||||
Metals & Mining — 1.9%
|
|||||
First Quantum Minerals Ltd., Senior Notes
|
6.875%
|
10/15/27
|
2,920,000
|
2,902,629
(a)
|
|
|
|||||
Total Materials
|
6,039,115
|
||||
Real Estate — 0.5%
|
|||||
Hotel & Resort REITs — 0.5%
|
|||||
XHR LP, Senior Secured Notes
|
4.875%
|
6/1/29
|
850,000
|
798,645
(a)(b)
|
|
|
|||||
Utilities — 1.3%
|
|||||
Water Utilities — 1.3%
|
|||||
Solaris Midstream Holdings LLC, Senior
Notes
|
7.625%
|
4/1/26
|
2,000,000
|
2,012,234
(a)(b)
|
|
|
|||||
Total Corporate Bonds & Notes (Cost — $151,506,798)
|
154,428,007
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Sovereign Bonds — 23.2%
|
|||||
Argentina — 1.3%
|
|||||
Argentine Republic Government International
Bond, Senior Notes, Step bond (0.750% to
7/9/27 then 1.750%)
|
0.750%
|
7/9/30
|
3,043,200
|
$2,055,170
|
|
Brazil — 7.0%
|
|||||
Brazil Notas do Tesouro Nacional Serie F,
Notes
|
10.000%
|
1/1/31
|
70,715,000
BRL
|
10,821,197
|
|
El Salvador — 0.8%
|
|||||
El Salvador Government International Bond,
Senior Notes
|
7.125%
|
1/20/50
|
1,640,000
|
1,254,760
(a)
|
|
Mexico — 10.6%
|
|||||
Mexican Bonos, Bonds
|
8.000%
|
11/7/47
|
170,400,000
MXN
|
6,808,975
|
|
Mexican Bonos, Bonds
|
8.000%
|
7/31/53
|
146,000,000
MXN
|
5,764,577
|
|
Mexican Bonos, Senior Notes
|
7.750%
|
11/13/42
|
94,100,000
MXN
|
3,724,804
|
|
Total Mexico
|
16,298,356
|
||||
Panama — 3.5%
|
|||||
Panama Government International Bond,
Senior Notes
|
3.870%
|
7/23/60
|
4,855,000
|
2,746,938
(b)
|
|
Panama Government International Bond,
Senior Notes
|
4.500%
|
1/19/63
|
4,120,000
|
2,612,609
(b)
|
|
Total Panama
|
5,359,547
|
||||
|
|||||
Total Sovereign Bonds (Cost — $42,455,227)
|
35,789,030
|
||||
Collateralized Mortgage Obligations(g) — 19.7%
|
|||||
1211 Avenue of the Americas Trust, 2015-
1211 A1A2
|
3.901%
|
8/10/35
|
2,500,000
|
2,456,735
(a)
|
|
Banc of America Merrill Lynch Commercial
Mortgage Trust, 2017-BNK3 XA, IO
|
1.004%
|
2/15/50
|
37,965,061
|
654,028
(e)
|
|
BANK, 2017-BNK4 XA, IO
|
1.331%
|
5/15/50
|
3,751,870
|
98,400
(e)
|
|
BX Trust, 2019-OC11 C
|
3.856%
|
12/9/41
|
3,500,000
|
3,198,015
(a)
|
|
CFCRE Commercial Mortgage Trust, 2016-C3
A3
|
3.865%
|
1/10/48
|
1,800,000
|
1,776,423
|
|
Citigroup Commercial Mortgage Trust, 2014-
GC25 AS
|
4.017%
|
10/10/47
|
154,177
|
153,920
|
|
Eagle RE Ltd., 2021-2 M1B (30 Day Average
SOFR + 2.050%)
|
6.907%
|
4/25/34
|
252,647
|
252,997
(a)(e)
|
|
Federal Home Loan Mortgage Corp. (FHLMC)
REMIC, 5326 SA, IO (-1.000 x 30 Day
Average SOFR + 5.900%)
|
1.043%
|
8/25/53
|
52,526,843
|
2,851,162
(e)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
Collateralized Mortgage Obligations(g) — continued
|
|||||
Federal Home Loan Mortgage Corp. (FHLMC)
REMIC, 5411 SC, IO (-1.000 x 30 Day
Average SOFR + 7.092%)
|
2.235%
|
5/25/54
|
59,843,452
|
$5,717,018
(e)
|
|
Federal Home Loan Mortgage Corp. (FHLMC)
REMIC, Structured Agency Credit Risk Trust,
2022-DNA1 M1A (30 Day Average SOFR +
1.000%)
|
5.857%
|
1/25/42
|
1,131,697
|
1,132,106
(a)(e)
|
|
Federal Home Loan Mortgage Corp. (FHLMC)
REMIC, Structured Agency Credit Risk Trust,
2022-DNA2 M1B (30 Day Average SOFR +
2.400%)
|
7.257%
|
2/25/42
|
1,800,000
|
1,842,357
(a)(b)(e)
|
|
Federal Home Loan Mortgage Corp. (FHLMC)
REMIC, Structured Agency Credit Risk Trust,
2022-HQA1 M1B (30 Day Average SOFR +
3.500%)
|
8.357%
|
3/25/42
|
1,500,000
|
1,564,206
(a)(b)(e)
|
|
Federal Home Loan Mortgage Corp. (FHLMC)
REMIC, Structured Agency Credit Risk Trust,
2023-HQA1 M1A (30 Day Average SOFR +
2.000%)
|
6.857%
|
5/25/43
|
1,089,347
|
1,099,457
(a)(e)
|
|
Federal Home Loan Mortgage Corp. (FHLMC)
Structured Agency Credit Risk Trust, 2019-
DNA2 M2 (30 Day Average SOFR + 2.564%)
|
7.421%
|
3/25/49
|
686,342
|
702,164
(a)(e)
|
|
Federal National Mortgage Association
(FNMA) — CAS, 2018-C06 2B1 (30 Day
Average SOFR + 4.214%)
|
9.071%
|
3/25/31
|
1,300,000
|
1,433,878
(b)(e)
|
|
Federal National Mortgage Association
(FNMA) — CAS, 2024-R02 1M1 (30 Day
Average SOFR + 1.100%)
|
5.957%
|
2/25/44
|
802,989
|
803,343
(a)(b)(e)
|
|
Morgan Stanley Bank of America Merrill
Lynch Trust, 2015-C23 B
|
4.137%
|
7/15/50
|
1,450,000
|
1,404,257
(e)
|
|
Oaktown RE Ltd., 2021-1A M1B (30 Day
Average SOFR + 2.050%)
|
6.907%
|
10/25/33
|
21,968
|
21,981
(a)(e)
|
|
Wells Fargo Commercial Mortgage Trust,
2015-C31 B
|
4.482%
|
11/15/48
|
2,080,000
|
2,037,352
(e)
|
|
Western Alliance Bank, 2022-CL4 M1 (30
Day Average SOFR + 2.250%)
|
7.107%
|
10/25/52
|
1,188,461
|
1,233,065
(a)(e)
|
|
WFRBS Commercial Mortgage Trust, 2013-
C15 XA, IO
|
0.000%
|
8/15/46
|
2,995,100
|
30
(e)
|
|
|
|||||
Total Collateralized Mortgage Obligations (Cost — $31,013,819)
|
30,432,894
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Mortgage-Backed Securities — 15.7%
|
|||||
FHLMC — 3.3%
|
|||||
Federal Home Loan Mortgage Corp. (FHLMC)
|
6.000%
|
11/1/53-
7/1/54 |
5,105,826
|
$5,140,686
(b)
|
|
FNMA — 1.6%
|
|||||
Federal National Mortgage Association
(FNMA)
|
6.000%
|
11/1/53
|
2,524,753
|
2,543,220
(b)
|
|
GNMA — 10.8%
|
|||||
Government National Mortgage Association
(GNMA) II
|
5.500%
|
6/20/53-
12/20/53 |
16,676,151
|
16,616,321
(b)
|
|
|
|||||
Total Mortgage-Backed Securities (Cost — $24,135,840)
|
24,300,227
|
||||
Senior Loans — 3.9%
|
|||||
Communication Services — 3.9%
|
|||||
Diversified Telecommunication Services — 2.1%
|
|||||
Numericable U.S. LLC, USD Term Loan B14 (3
mo. Term SOFR + 5.500%)
|
10.156%
|
8/15/28
|
3,989,874
|
3,206,143
(e)(h)(i)
|
|
Wireless Telecommunication Services — 1.8%
|
|||||
Gogo Intermediate Holdings LLC, Initial Term
Loan (1 mo. Term SOFR + 3.864%)
|
8.550%
|
4/30/28
|
3,000,000
|
2,818,935
(e)(h)(i)
|
|
|
|||||
Total Senior Loans (Cost — $5,869,572)
|
6,025,078
|
||||
Convertible Bonds & Notes — 3.2%
|
|||||
Communication Services — 3.2%
|
|||||
Media — 3.2%
|
|||||
Cable One Inc., Senior Notes
|
1.125%
|
3/15/28
|
3,000,000
|
2,372,926
|
|
DISH Network Corp., Senior Notes
|
3.375%
|
8/15/26
|
3,070,000
|
2,600,636
|
|
|
|||||
Total Convertible Bonds & Notes (Cost — $5,345,659)
|
4,973,562
|
||||
Total Investments before Short-Term Investments (Cost — $260,326,915)
|
255,948,798
|
||||
|
|||||
Short-Term Investments — 1.8%
|
|||||
Egypt Treasury Bills (Cost — $2,827,985)
|
30.587%
|
1/28/25
|
145,000,000
EGP
|
2,776,079
(j)
|
|
Total Investments — 167.6% (Cost — $263,154,900)
|
258,724,877
|
||||
Mandatory Redeemable Preferred Stock, at Liquidation Value — (32.4)%
|
(50,000,000
)
|
||||
Other Liabilities in Excess of Other Assets — (35.2)%
|
(54,365,675
)
|
||||
Total Net Assets Applicable to Common Shareholders — 100.0%
|
$154,359,202
|
†
|
Face amount denominated in U.S. dollars, unless otherwise noted.
|
(a)
|
Security is exempt from registration under Rule 144A of the Securities Act of 1933.
This security may be resold in
transactions that are exempt from registration, normally to qualified institutional
buyers. This security has been
deemed liquid pursuant to guidelines approved by the Board of Directors.
|
(b)
|
All or a portion of this security is pledged as collateral pursuant to the loan agreement (Note 5).
|
(c)
|
Payment-in-kind security for which the issuer has the option at each interest payment
date of making interest
payments in cash or additional securities.
|
(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)
|
Security has no maturity date. The date shown represents the next call date.
|
(g)
|
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.
|
(h)
|
Interest rates disclosed represent the effective rates on senior loans. Ranges in
interest rates are attributable to
multiple contracts under the same loan.
|
(i)
|
Senior loans may be considered restricted in that the Fund ordinarily is contractually
obligated to receive approval
from the agent bank and/or borrower prior to the disposition of a senior loan.
|
(j)
|
Rate shown represents yield-to-maturity.
|
Abbreviation(s) used in this schedule:
|
||
BRL
|
—
|
Brazilian Real
|
CAS
|
—
|
Connecticut Avenue Securities
|
EGP
|
—
|
Egyptian Pound
|
IO
|
—
|
Interest Only
|
MXN
|
—
|
Mexican Peso
|
PIK
|
—
|
Payment-In-Kind
|
REMIC
|
—
|
Real Estate Mortgage Investment Conduit
|
SOFR
|
—
|
Secured Overnight Financing Rate
|
USD
|
—
|
United States Dollar
|
|
Number of
Contracts
|
Expiration
Date
|
Notional
Amount
|
Market
Value
|
Unrealized
Depreciation
|
Contracts to Buy:
|
|
|
|
|
|
U.S. Treasury 5-Year Notes
|
264
|
12/24
|
$28,930,168
|
$28,309,876
|
$(620,292
)
|
U.S. Treasury 10-Year Notes
|
242
|
12/24
|
27,563,580
|
26,733,438
|
(830,142
)
|
Net unrealized depreciation on open futures contracts
|
$(1,450,434
)
|
Currency
Purchased
|
Currency
Sold
|
Counterparty
|
Settlement
Date
|
Unrealized
Appreciation
(Depreciation)
|
||
USD
|
13,639,281
|
EUR
|
12,230,000
|
HSBC Securities Inc.
|
11/7/24
|
$331,549
|
EUR
|
12,230,000
|
USD
|
13,382,262
|
JPMorgan Chase & Co.
|
11/7/24
|
(74,530
)
|
USD
|
499,981
|
EUR
|
460,000
|
JPMorgan Chase & Co.
|
11/7/24
|
(555
)
|
EUR
|
460,000
|
USD
|
506,827
|
Standard Chartered PLC
|
11/7/24
|
(6,291
)
|
ZAR
|
144,900,000
|
USD
|
8,125,199
|
Barclays Bank PLC
|
11/15/24
|
82,881
|
USD
|
7,828,658
|
ZAR
|
144,900,000
|
HSBC Securities Inc.
|
11/15/24
|
(379,422
)
|
ZAR
|
28,400,000
|
USD
|
1,604,656
|
HSBC Securities Inc.
|
11/15/24
|
4,105
|
ZAR
|
40,000,000
|
USD
|
2,272,030
|
HSBC Securities Inc.
|
11/15/24
|
(6,170
)
|
ZAR
|
41,200,000
|
USD
|
2,330,185
|
HSBC Securities Inc.
|
11/15/24
|
3,652
|
ZAR
|
56,400,000
|
USD
|
3,181,049
|
HSBC Securities Inc.
|
11/15/24
|
13,814
|
USD
|
9,393,544
|
ZAR
|
166,000,000
|
Morgan Stanley & Co. Inc.
|
11/15/24
|
(9,777
)
|
USD
|
11,313,986
|
GBP
|
8,490,000
|
Goldman Sachs Group Inc.
|
12/12/24
|
367,429
|
GBP
|
8,490,000
|
USD
|
11,160,767
|
HSBC Securities Inc.
|
12/12/24
|
(214,210
)
|
USD
|
1,293,353
|
BRL
|
7,380,000
|
HSBC Securities Inc.
|
1/22/25
|
29,630
|
CAD
|
11,000,000
|
USD
|
7,997,644
|
Citibank N.A.
|
1/27/25
|
(72,621
)
|
USD
|
9,309,024
|
MXN
|
188,100,000
|
Citibank N.A.
|
1/29/25
|
51,633
|
Net unrealized appreciation on open forward foreign currency contracts
|
$121,117
|
Abbreviation(s) used in this table:
|
||
BRL
|
—
|
Brazilian Real
|
CAD
|
—
|
Canadian Dollar
|
EUR
|
—
|
Euro
|
GBP
|
—
|
British Pound
|
MXN
|
—
|
Mexican Peso
|
USD
|
—
|
United States Dollar
|
ZAR
|
—
|
South African Rand
|
OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — SELL PROTECTION1
|
|||||||
Swap
Counterparty
(Reference Entity)
|
Notional
Amount2
|
Termination
Date
|
Implied
Credit
Spread at
October 31,
20243
|
Periodic
Payments
Received by
the Fund†
|
Market
Value
|
Upfront
Premiums
Paid
(Received)
|
Unrealized
Appreciation
|
Morgan Stanley &
Co. Inc. (Lumen
Technologies Inc.,
5.625%, due
4/1/25)
|
$1,625,000
|
6/20/25
|
1.792%
|
1.000% quarterly
|
$(8,092)
|
$(21,577)
|
$13,485
|
1
|
If the Fund is a seller of protection and a credit event occurs, as defined under
the terms of that particular swap
agreement, the Fund will either (i) pay to the buyer of protection an amount equal
to the notional amount of the
swap and take delivery of the referenced obligation or underlying securities comprising
the referenced index or (ii)
pay a net settlement amount in the form of cash or securities equal to the notional
amount of the swap less the
recovery value of the referenced obligation or underlying securities comprising the
referenced index.
|
2
|
The maximum potential amount the Fund could be required to pay as a seller of credit
protection or receive as a
buyer of credit protection if a credit event occurs as defined under the terms of
that particular swap agreement.
|
3
|
Implied credit spreads, utilized in determining the market value of credit default
swap agreements on corporate or
sovereign issues as of period end, serve as an indicator of the current status of
the payment/performance risk and
represent the likelihood or risk of default for the credit derivative. The implied
credit spread of a particular
referenced entity reflects the cost of buying/selling protection and may include upfront
payments required to be
made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit
soundness and a greater likelihood or risk of default or other credit event occurring
as defined under the terms of
the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced
entity or obligation.
|
†
|
Percentage shown is an annual percentage rate.
|
Summary of Investments by Country# (unaudited)
|
|
United States
|
62.6
%
|
Mexico
|
9.7
|
Brazil
|
5.8
|
France
|
4.3
|
Canada
|
3.8
|
Israel
|
3.1
|
Panama
|
2.1
|
Argentina
|
2.1
|
Colombia
|
1.3
|
Macau
|
1.2
|
Hong Kong
|
1.1
|
Zambia
|
1.1
|
El Salvador
|
0.5
|
Chile
|
0.1
|
Bermuda
|
0.1
|
Short-Term Investments
|
1.1
|
|
100.0
%
|
#
|
As a percentage of total investments. Please note that the Fund holdings are as of
October 31, 2024, and are
subject to change.
|
Assets:
|
|
Investments, at value (Cost — $263,154,900)
|
$258,724,877
|
Foreign currency, at value (Cost — $477)
|
471
|
Cash
|
7,121,159
|
Interest receivable
|
4,132,035
|
Deposits with brokers for open futures contracts
|
888,875
|
Unrealized appreciation on forward foreign currency contracts
|
884,693
|
Deposits with brokers for OTC derivatives
|
20,000
|
Dividends receivable from affiliated investments
|
18,308
|
Receivable for open OTC swap contracts
|
1,896
|
Deposits with brokers
|
12
|
Prepaid expenses
|
5,597
|
Total Assets
|
271,797,923
|
Liabilities:
|
|
Loan payable (Note 5)
|
61,000,000
|
Mandatory Redeemable Preferred Stock ($10 liquidation value per share; 5,000,000 shares
issued and outstanding) (net of deferred offering costs of $133,135) (Note 6)
|
49,866,865
|
Payable for securities purchased
|
3,344,826
|
Distributions payable to Common Shareholders
|
1,343,347
|
Unrealized depreciation on forward foreign currency contracts
|
763,576
|
Distributions payable to Mandatory Redeemable Preferred Stockholders
|
377,898
|
Interest and commitment fees payable
|
298,872
|
Investment management fee payable
|
147,732
|
Payable to brokers — net variation margin on open futures contracts
|
93,844
|
OTC swaps, at value (premiums received — $21,577)
|
8,092
|
Directors’ fees payable
|
3,266
|
Accrued expenses
|
190,403
|
Total Liabilities
|
117,438,721
|
Total Net Assets Applicable to Common Shareholders
|
$154,359,202
|
Net Assets Applicable to Common Shareholders:
|
|
Common stock par value ($0.001 par value; 16,791,836 shares issued and outstanding;
95,000,000 common shares authorized)
|
$16,792
|
Paid-in capital in excess of par value
|
240,490,553
|
Total distributable earnings (loss)
|
(86,148,143
)
|
Total Net Assets Applicable to Common Shareholders
|
$154,359,202
|
Common Shares Outstanding
|
16,791,836
|
Net Asset Value Per Common Share
|
$9.19
|
Investment Income:
|
|
Interest
|
$21,655,013
|
Dividends from affiliated investments
|
365,496
|
Less: Foreign taxes withheld
|
(14,836
)
|
Total Investment Income
|
22,005,673
|
Expenses:
|
|
Interest expense (Note 5)
|
3,697,600
|
Investment management fee (Note 2)
|
2,280,066
|
Distributions to Mandatory Redeemable Preferred Stockholders (Notes 1 and 6)
|
1,819,975
|
Amortization of preferred stock offering costs (Note 6)
|
139,639
|
Commitment fees (Note 5)
|
99,124
|
Fund accounting fees
|
83,007
|
Transfer agent fees
|
64,943
|
Audit and tax fees
|
63,099
|
Shareholder reports
|
61,794
|
Directors’ fees
|
53,446
|
Legal fees
|
50,675
|
Custody fees
|
29,115
|
Rating agency fees
|
23,934
|
Stock exchange listing fees
|
12,506
|
Insurance
|
2,116
|
Miscellaneous expenses
|
42,303
|
Total Expenses
|
8,523,342
|
Less: Fee waivers and/or expense reimbursements (Note 2)
|
(543,052
)
|
Net Expenses
|
7,980,290
|
Net Investment Income
|
14,025,383
|
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Swap Contracts,
Forward
Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):
|
|
Net Realized Gain (Loss) From:
|
|
Investment transactions in unaffiliated securities
|
(7,162,537
)†
|
Futures contracts
|
415,430
|
Swap contracts
|
49,331
|
Forward foreign currency contracts
|
1,241,999
|
Foreign currency transactions
|
(336,409
)
|
Net Realized Loss
|
(5,792,186
)
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
Investments in unaffiliated securities
|
19,740,077
‡
|
Futures contracts
|
(281,713
)
|
Swap contracts
|
377,821
|
Forward foreign currency contracts
|
1,650,622
|
Foreign currencies
|
(15,078
)
|
Change in Net Unrealized Appreciation (Depreciation)
|
21,471,729
|
Net Gain on Investments, Futures Contracts, Swap Contracts, Forward Foreign
Currency Contracts and Foreign Currency Transactions
|
15,679,543
|
Increase in Net Assets Applicable to Common Shareholders From Operations
|
$29,704,926
|
†
|
Net of foreign capital gains tax of $26,839.
|
‡
|
Net of change in accrued foreign capital gains tax of $(33,831).
|
For the Years Ended October 31,
|
2024
|
2023
|
Operations:
|
|
|
Net investment income
|
$14,025,383
|
$13,645,995
|
Net realized loss
|
(5,792,186
)
|
(22,854,816
)
|
Change in net unrealized appreciation (depreciation)
|
21,471,729
|
16,567,357
|
Increase in Net Assets Applicable to Common Shareholders
From Operations
|
29,704,926
|
7,358,536
|
Distributions to Common Shareholders From (Note 1):
|
|
|
Total distributable earnings
|
(9,653,905
)
|
(1,900,010
)
|
Return of capital
|
(6,466,258
)
|
(14,891,826
)
|
Decrease in Net Assets From Distributions to Common
Shareholders
|
(16,120,163
)
|
(16,791,836
)
|
Increase (Decrease) in Net Assets Applicable to Common
Shareholders
|
13,584,763
|
(9,433,300
)
|
Net Assets Applicable to Common Shareholders:
|
|
|
Beginning of year
|
140,774,439
|
150,207,739
|
End of year
|
$154,359,202
|
$140,774,439
|
Increase (Decrease) in Cash:
|
|
Cash Flows from Operating Activities:
|
|
Net increase in net assets applicable to common shareholders resulting from operations
|
$29,704,926
|
Adjustments to reconcile net increase in net assets resulting from operations to net
cash
provided (used) by operating activities:
|
|
Purchases of portfolio securities
|
(159,113,269
)
|
Sales of portfolio securities
|
148,934,405
|
Net purchases, sales and maturities of short-term investments
|
12,162,196
|
Net amortization of premium (accretion of discount)
|
(1,746,968
)
|
Decrease in receivable for securities sold
|
2,823,817
|
Decrease in interest receivable
|
192,513
|
Decrease in prepaid expenses
|
11,176
|
Decrease in dividends receivable from affiliated investments
|
14,035
|
Decrease in net premiums received for OTC swap contracts
|
(34,187
)
|
Increase in payable for securities purchased
|
3,344,826
|
Amortization of preferred stock offering costs
|
139,639
|
Increase in investment management fee payable
|
7,953
|
Decrease in Directors’ fees payable
|
(1,482
)
|
Decrease in interest and commitment fees payable
|
(26,552
)
|
Increase in accrued expenses
|
9,543
|
Increase in distributions payable to Mandatory Redeemable Preferred Stockholders
|
4,975
|
Increase in payable to brokers — net variation margin on futures contracts
|
61,843
|
Net realized loss on investments
|
7,162,537
|
Change in net unrealized appreciation (depreciation) of investments, OTC swap contracts
and forward foreign currency contracts
|
(21,768,520
)
|
Net Cash Provided in Operating Activities*
|
21,883,406
|
Cash Flows from Financing Activities:
|
|
Distributions paid on common stock (net of distributions payable)
|
(16,120,163
)
|
Net Cash Used by Financing Activities
|
(16,120,163
)
|
Net Increase in Cash and Restricted Cash
|
5,763,243
|
Cash and restricted cash at beginning of year
|
2,267,274
|
Cash and restricted cash at end of year
|
$8,030,517
|
*
|
Included in operating expenses is $3,823,276 paid for interest and commitment fees
on borrowings and $1,815,000
paid for distributions to Mandatory Redeemable Preferred Stockholders.
|
|
October 31, 2024
|
Cash
|
$7,121,630
|
Restricted cash
|
908,887
|
Total cash and restricted cash shown in the Statement of Cash Flows
|
$8,030,517
|
For a common share of capital stock outstanding throughout each year ended October
31:
|
|||||
|
20241
|
20231
|
20221
|
20211
|
20201
|
Net asset value, beginning of year
|
$8.38
|
$8.95
|
$13.16
|
$13.35
|
$14.46
|
Income (loss) from operations:
|
|||||
Net investment income
|
0.84
|
0.81
|
0.79
|
0.75
|
0.65
|
Net realized and unrealized gain (loss)
|
0.93
|
(0.38
)
|
(3.93
)
|
(0.00
)2
|
(0.93
)
|
Total income (loss) from operations
|
1.77
|
0.43
|
(3.14)
|
0.75
|
(0.28)
|
Less distributions to common shareholders
from:
|
|
|
|
|
|
Net investment income
|
(0.57
)
|
(0.11
)
|
(0.99
)
|
(0.67
)
|
(0.84
)
|
Return of capital
|
(0.39
)
|
(0.89
)
|
(0.08
)
|
(0.27
)
|
—
|
Total distributions to common
shareholders
|
(0.96
)
|
(1.00
)
|
(1.07
)
|
(0.94
)
|
(0.84
)
|
Anti-dilutive impact of tender offer
|
—
|
—
|
—
|
—
|
0.01
3
|
Net asset value, end of year
|
$9.19
|
$8.38
|
$8.95
|
$13.16
|
$13.35
|
Market price, end of year
|
$8.42
|
$7.03
|
$7.83
|
$12.23
|
$11.01
|
Total return, based on NAV4,5
|
21.50
%
|
4.40
%
|
(24.82
)%
|
5.46
%
|
(1.83
)%
|
Total return, based on Market Price6
|
34.18
%
|
1.71
%
|
(28.37
)%
|
19.70
%
|
(4.41
)%
|
Net assets applicable to common
shareholders, end of year (millions)
|
$154
|
$141
|
$150
|
$221
|
$224
|
Ratios to average net assets:
|
|||||
Gross expenses
|
5.42
%
|
5.29
%
|
3.47
%
|
2.81
%
|
3.05
%7
|
Net expenses8,9
|
5.08
|
5.00
|
3.27
|
2.66
|
2.89
7
|
Net investment income
|
8.92
|
8.83
|
7.19
|
5.40
|
4.75
7
|
Portfolio turnover rate
|
59
%
|
51
%
|
32
%
|
49
%
|
61
%
|
Supplemental data:
|
|
|
|
|
|
Loan Outstanding, End of Year (000s)
|
$61,000
|
$61,000
|
$61,000
|
$60,000
|
$60,000
|
Asset Coverage Ratio for Loan Outstanding10
|
435
%
|
413
%
|
428
%
|
568
%
|
573
%
|
Asset Coverage, per $1,000 Principal Amount of
Loan Outstanding10
|
$4,350
|
$4,127
|
$4,282
|
$5,682
|
$5,735
|
Weighted Average Loan (000s)
|
$61,000
|
$61,000
|
$66,255
|
$60,000
|
$88,962
|
Weighted Average Interest Rate on Loan
|
5.96
%
|
5.48
%
|
1.78
%
|
0.79
%
|
1.50
%
|
Mandatory Redeemable Preferred Stock at
Liquidation Value, End of Year (000s)
|
$50,000
|
$50,000
|
$50,000
|
$60,000
|
$60,000
|
Asset Coverage Ratio for Mandatory
Redeemable Preferred Stock11
|
239
%
|
227
%
|
235
%
|
284
%
|
287
%
|
Asset Coverage, per $10 and/or $100,000
Liquidation Value per Share of Mandatory
Redeemable Preferred Stock11
|
$24
|
$23
|
$24
|
$284,115
|
$286,740
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Amount represents less than $0.005 or greater than $(0.005) per share.
|
3
|
The tender offer was completed at a price of $13.53 for 4,197,959 shares and $56,798,385
for the year ended
October 31, 2020.
|
4
|
The total return calculation assumes that distributions are reinvested at NAV. Past
performance is no guarantee of
future results.
|
5
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or
expense
reimbursements. In the absence of compensating balance arrangements, fee waivers and/or
expense
reimbursements, the total return would have been lower. Past performance is no guarantee
of future results.
|
6
|
The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend
reinvestment plan. Past performance is no guarantee of future results.
|
7
|
Included in the expense ratios are certain non-recurring legal and transfer agent
fees that were incurred by the
Fund during the period. Without these fees, the gross and net expense ratios would
have been 2.85% and 2.69%,
respectively.
|
8
|
Reflects fee waivers and/or expense reimbursements.
|
9
|
The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management
fee payable in connection with any investment in an affiliated money market fund.
|
10
|
Represents value of net assets plus the loan outstanding and mandatory redeemable
preferred stock at the end of
the period divided by the loan outstanding at the end of the period.
|
11
|
Represents value of net assets plus the loan outstanding and mandatory redeemable
preferred stock at the end of
the period divided by the loan and mandatory redeemable preferred stock outstanding
at the end of the period.
|
ASSETS
|
||||
Description
|
Quoted Prices
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
Long-Term Investments†:
|
|
|
|
|
Corporate Bonds & Notes
|
—
|
$154,428,007
|
—
|
$154,428,007
|
Sovereign Bonds
|
—
|
35,789,030
|
—
|
35,789,030
|
Collateralized Mortgage
Obligations
|
—
|
30,432,894
|
—
|
30,432,894
|
Mortgage-Backed Securities
|
—
|
24,300,227
|
—
|
24,300,227
|
Senior Loans
|
—
|
6,025,078
|
—
|
6,025,078
|
Convertible Bonds & Notes
|
—
|
4,973,562
|
—
|
4,973,562
|
Total Long-Term Investments
|
—
|
255,948,798
|
—
|
255,948,798
|
Short-Term Investments†
|
—
|
2,776,079
|
—
|
2,776,079
|
Total Investments
|
—
|
$258,724,877
|
—
|
$258,724,877
|
Other Financial Instruments:
|
|
|
|
|
Forward Foreign Currency
Contracts††
|
—
|
$884,693
|
—
|
$884,693
|
Total
|
—
|
$259,609,570
|
—
|
$259,609,570
|
LIABILITIES
|
||||
Description
|
Quoted Prices
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
Other Financial Instruments:
|
|
|
|
|
Futures Contracts††
|
$1,450,434
|
—
|
—
|
$1,450,434
|
Forward Foreign Currency
Contracts††
|
—
|
$763,576
|
—
|
763,576
|
OTC Credit Default Swaps on
Corporate Issues — Sell
Protection‡
|
—
|
8,092
|
—
|
8,092
|
Total
|
$1,450,434
|
$771,668
|
—
|
$2,222,102
|
†
|
See Schedule of Investments for additional detailed categorizations.
|
††
|
Reflects the unrealized appreciation (depreciation) of the instruments.
|
‡
|
Value includes any premium paid or received with respect to swap contracts.
|
|
Total Distributable
Earnings (Loss)
|
Paid-in
Capital
|
(a)
|
$127,317
|
$(127,317)
|
|
Investments
|
U.S. Government &
Agency Obligations
|
Purchases
|
$107,237,142
|
$51,876,127
|
Sales
|
117,129,323
|
31,805,082
|
|
Cost/Premiums
Paid (Received)
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
(Depreciation)
|
Securities
|
$263,247,694
|
$6,721,331
|
$(11,244,148)
|
$(4,522,817)
|
Futures contracts
|
—
|
—
|
(1,450,434)
|
(1,450,434)
|
Forward foreign currency contracts
|
—
|
884,693
|
(763,576)
|
121,117
|
Swap contracts
|
(21,577)
|
13,485
|
—
|
13,485
|
ASSET DERIVATIVES1
|
|
|
Foreign
Exchange Risk
|
Forward foreign currency contracts
|
$884,693
|
LIABILITY DERIVATIVES1
|
||||
|
Interest
Rate Risk
|
Foreign
Exchange Risk
|
Credit
Risk
|
Total
|
Futures contracts2
|
$1,450,434
|
—
|
—
|
$1,450,434
|
Forward foreign currency contracts
|
—
|
$763,576
|
—
|
763,576
|
OTC swap contracts3
|
—
|
—
|
$8,092
|
8,092
|
Total
|
$1,450,434
|
$763,576
|
$8,092
|
$2,222,102
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized
appreciation and for
liability derivatives is payables/net unrealized depreciation.
|
2
|
Includes cumulative unrealized appreciation (depreciation) of futures contracts as
reported in the Schedule of
Investments. Only net variation margin is reported within the receivables and/or payables
on the Statement of
Assets and Liabilities.
|
3
|
Values include premiums paid (received) on swap contracts which are shown separately
in the Statement of
Assets and Liabilities.
|
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|||||
|
Interest
Rate Risk
|
Foreign
Exchange Risk
|
Credit
Risk
|
Equity
Risk
|
Total
|
Futures contracts
|
$900,906
|
—
|
—
|
$(485,476
)
|
$415,430
|
Swap contracts
|
—
|
—
|
$49,331
|
—
|
49,331
|
Forward foreign currency contracts
|
—
|
$1,241,999
|
—
|
—
|
1,241,999
|
Total
|
$900,906
|
$1,241,999
|
$49,331
|
$(485,476
)
|
$1,706,760
|
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
||||
|
Interest
Rate Risk
|
Foreign
Exchange Risk
|
Credit
Risk
|
Total
|
Futures contracts
|
$(281,713
)
|
—
|
—
|
$(281,713
)
|
Swap contracts
|
—
|
—
|
$377,821
|
377,821
|
Forward foreign currency contracts
|
—
|
$1,650,622
|
—
|
1,650,622
|
Total
|
$(281,713
)
|
$1,650,622
|
$377,821
|
$1,746,730
|
|
Average Market
Value
|
Futures contracts (to buy)
|
$51,312,844
|
Futures contracts (to sell)†
|
392,261
|
Forward foreign currency contracts (to buy)
|
61,106,811
|
Forward foreign currency contracts (to sell)
|
73,482,924
|
|
Average Notional
Balance
|
Credit default swap contracts (sell protection)
|
$1,625,000
|
†
|
At October 31, 2024, there were no open positions held in this derivative.
|
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
|
$82,881
|
—
|
$82,881
|
—
|
$82,881
|
Citibank N.A.
|
51,633
|
$(72,621)
|
(20,988)
|
—
|
(20,988)
|
Goldman Sachs Group Inc.
|
367,429
|
—
|
367,429
|
—
|
367,429
|
Counterparty (cont’d)
|
Gross Assets
Subject to
Master
Agreements1
|
Gross
Liabilities
Subject to
Master
Agreements1
|
Net Assets
(Liabilities)
Subject to
Master
Agreements
|
Collateral
Pledged
(Received)2,3
|
Net
Amount4,5
|
HSBC Securities Inc.
|
$382,750
|
$(599,802)
|
$(217,052)
|
—
|
$(217,052)
|
JPMorgan Chase & Co.
|
—
|
(75,085)
|
(75,085)
|
—
|
(75,085)
|
Morgan Stanley & Co. Inc.
|
—
|
(17,869)
|
(17,869)
|
$17,869
|
—
|
Standard Chartered PLC
|
—
|
(6,291)
|
(6,291)
|
—
|
(6,291)
|
Total
|
$884,693
|
$(771,668)
|
$113,025
|
$17,869
|
$130,894
|
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.
|
Series
|
Term
Redemption
Date
|
Rate
|
Shares
|
Liquidation
Preference
Per Share
|
Aggregate
Liquidation
Value
|
Estimated
Fair Value
|
Series D
|
12/30/2024
|
3.55%
|
2,500,000
|
$10
|
$25,000,000
|
$24,258,289
|
Series E
|
12/30/2026
|
3.71%
|
2,500,000
|
10
|
25,000,000
|
23,830,965
|
|
|
|
|
|
$50,000,000
|
$48,089,254
|
Record Date
|
Payable Date
|
Amount
|
10/24/2024
|
11/1/2024
|
$0.0800
|
11/21/2024
|
12/2/2024
|
$0.0800
|
12/23/2024
|
12/31/2024
|
$0.0800
|
1/24/2025
|
2/3/2025
|
$0.0800
|
2/21/2025
|
3/3/2025
|
$0.0800
|
|
Affiliate
Value at
October 31, 2023
|
Purchased
|
Sold
|
||
Cost
|
Shares
|
Proceeds
|
Shares
|
||
Western Asset
Premier
Institutional U.S.
Treasury Reserves,
Premium Shares
|
$12,286,239
|
$121,874,795
|
121,874,795
|
$134,161,034
|
134,161,034
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
October 31,
2024
|
Western Asset Premier
Institutional U.S.
Treasury Reserves,
Premium Shares
|
—
|
$365,496
|
—
|
—
|
|
2024
|
2023
|
Distributions paid from:
|
|
|
Ordinary income:
|
|
|
Common shareholders
|
$9,653,905
|
$1,900,010
|
Mandatory redeemable preferred shares
|
1,819,975
|
1,815,003
|
Total taxable distributions
|
$11,473,880
|
$3,715,013
|
Return of capital:
|
|
|
Common shareholders
|
$6,466,258
|
$14,891,826
|
Total tax return of capital
|
$6,466,258
|
$14,891,826
|
Total distributions paid
|
$17,940,138
|
$18,606,839
|
Deferred capital losses*
|
$(79,876,092)
|
Other book/tax temporary differences(a)
|
(392,121)
|
Unrealized appreciation (depreciation)(b)
|
(5,879,930)
|
Total distributable earnings (loss) — net
|
$(86,148,143)
|
*
|
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 the book/tax differences in the timing of
the deductibility of various
expenses.
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation)
is attributable to the tax
deferral of losses on wash sales and other book/tax basis adjustments.
|
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)
|
16
|
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)
|
16
|
Other board memberships held by Director during the past five
years
|
None
|
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)
|
16
|
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)
|
16
|
Other board memberships held by Director during the past five
years
|
None
|
Anthony Grillo*
|
|
Year of birth
|
1955
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class I
|
Term of office1 and length of time served
|
Since 2024
|
Principal occupation(s) during the past five years
|
Retired; Founder, Managing Director and Partner of American
Securities Opportunity Funds (private equity and credit firm)
(2006 to 2018); formerly, Senior Managing Director of Evercore
Partners Inc. (investment banking) (2001 to 2004); Senior
Managing Director of Joseph Littlejohn & Levy, Inc. (private
equity firm) (1999 to 2001); Senior Managing Director of The
Blackstone Group L.P. (private equity and credit firm) (1991 to
1999)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Director of Littelfuse, Inc. (electronics manufacturing) (since
1991); formerly, Director of Oaktree Acquisition Corp. II (2020
to 2022); Director of Oaktree Acquisition Corp. (2019 to 2021)
|
Independent Directors† (cont’d)
|
|
Eileen A. Kamerick**
|
|
Year of birth
|
1958
|
Position(s) held with Fund1
|
Chair and Member of Nominating, Compensation, Pricing and
Valuation and Audit Committees, Class III
|
Term of office1 and length of time served
|
Since 2013
|
Principal occupation(s) during the past five years
|
Chief Executive Officer, The Governance Partners, LLC
(consulting firm) (since 2015); National Association of Corporate
Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100
honoree; Adjunct Professor, Georgetown University Law Center
(since 2021); Adjunct Professor, The University of Chicago Law
School (since 2018); Adjunct Professor, University of Iowa
College of Law (since 2007); formerly, Chief Financial Officer,
Press Ganey Associates (health care informatics company) (2012
to 2014); Managing Director and Chief Financial Officer,
Houlihan Lokey (international investment bank) and President,
Houlihan Lokey Foundation (2010 to 2012)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Director, VALIC Company I (since October 2022); Director of ACV
Auctions Inc. (since 2021); Director of Associated Banc-Corp
(financial services company) (since 2007); formerly, Director of
Hochschild Mining plc (precious metals company) (2016
to 2023); formerly Trustee of AIG Funds and Anchor Series Trust
(2018 to 2021)
|
Nisha Kumar
|
|
Year of birth
|
1970
|
Position(s) held with Fund1
|
Director and Member of Nominating, Compensation and Pricing
and Valuation Committees, and Chair of the Audit Committee,
Class II
|
Term of office1 and length of time served
|
Since 2019
|
Principal occupation(s) during the past five years
|
Formerly, Managing Director and the Chief Financial Officer and
Chief Compliance Officer of Greenbriar Equity Group, LP (2011
to 2021); formerly, Chief Financial Officer and Chief
Administrative Officer of Rent the Runway, Inc. (2011); Executive
Vice President and Chief Financial Officer of AOL LLC, a
subsidiary of Time Warner Inc. (2007 to 2009); Member of the
Council of Foreign Relations
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Director of Birkenstock Holding plc (since 2023); Director of The
India Fund, Inc. (since 2016); formerly, Director of Aberdeen
Income Credit Strategies Fund (2017 to 2018); and Director of
The Asia Tigers Fund, Inc. (2016 to 2018)
|
Independent Directors† (cont’d)
|
|
Peter Mason*
|
|
Year of birth
|
1959
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class III
|
Term of office1 and length of time served
|
Since 2024
|
Principal occupation(s) during the past five years
|
Arbitrator and Mediator (self-employed) (since 2021); formerly,
Global General Counsel of UNICEF (non-governmental
organization) (1998-2021)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Chairman of University of Sydney USA Foundation (since 2020);
Director of the Radio Workshop US, Inc. (since 2023)
|
Hillary A. Sale*
|
|
Year of birth
|
1961
|
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 2024
|
Principal occupation(s) during the past five years
|
Agnes Williams Sesquicentennial Professor of Leadership and
Corporate Governance, Georgetown Law; and Professor of
Management, McDonough School of Business (since 2018);
formerly, Associate Dean for Strategy, Georgetown Law (2020-
2023); National Association of Corporate Directors Board Faculty
Member (since 2021); formerly, a Member of the Board of
Governors of FINRA (2016-2022)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
CBOE U.S. Securities Exchanges, CBOE Futures Exchange, and
CBOE SEF, Director (since 2022); Advisory Board Member of
Foundation Press (academic book publisher) (since 2019); Chair
of DirectWomen Board Institute (since 2019); formerly, Member
of DirectWomen Board (nonprofit) (2007-2022)
|
Interested Director and Officer
|
|
Jane Trust, CFA2
|
|
Year of birth
|
1962
|
Position(s) held with Fund1
|
Director, President and Chief Executive Officer, Class II
|
Term of office1 and length of time served
|
Since 2015
|
Principal occupation(s) during the past five years
|
Senior Vice President, Fund Board Management, Franklin
Templeton (since 2020); Officer and/or Trustee/Director of 115
funds associated with FTFA or its affiliates (since 2015);
President and Chief Executive Officer of FTFA (since 2015);
formerly, Senior Managing Director (2018 to 2020) and
Managing Director (2016 to 2018) of Legg Mason & Co., LLC
(“Legg Mason & Co.”); and Senior Vice President of FTFA (2015)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
Trustee/Director of Franklin Templeton funds consisting of 115
portfolios; Trustee of Putnam Family of Funds consisting of 105
portfolios
|
Other board memberships held by Director during the past five
years
|
None
|
Additional Officers
|
|
Fred Jensen
|
|
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
Year of birth
|
1963
|
Position(s) held with Fund1
|
Chief Compliance Officer
|
Term of office1 and length of time served
|
Since 2020
|
Principal occupation(s) during the past five years
|
Director - Global Compliance of Franklin Templeton (since 2020);
Managing Director of Legg Mason & Co. (2006 to 2020); Director
of Compliance, Legg Mason Office of the Chief Compliance
Officer (2006 to 2020); formerly, Chief Compliance Officer of
Legg Mason Global Asset Allocation (prior to 2014); Chief
Compliance Officer of Legg Mason Private Portfolio Group (prior
to 2013); formerly, Chief Compliance Officer of The Reserve
Funds (investment adviser, funds and broker-dealer) (2004) and
Ambac Financial Group (investment adviser, funds and broker-
dealer) (2000 to 2003)
|
Marc A. De Oliveira
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1971
|
Position(s) held with Fund1
|
Secretary and Chief Legal Officer
|
Term of office1 and length of time served
|
Since 2023
|
Principal occupation(s) during the past five years
|
Associate General Counsel of Franklin Templeton (since 2020);
Secretary and Chief Legal Officer of certain funds associated
with Legg Mason & Co. or its affiliates since 2020); Assistant
Secretary of certain funds associated with Legg Mason & Co. or
its affiliates (since 2006); formerly, Managing Director (2016
to 2020) and Associate General Counsel of Legg Mason & Co.
(2005 to 2020)
|
Additional Officers (cont’d)
|
|
Thomas C. Mandia
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1962
|
Position(s) held with Fund1
|
Senior Vice President
|
Term of office1 and length of time served
|
Since 2022
|
Principal occupation(s) during the past five years
|
Senior Associate General Counsel of Franklin Templeton
(since 2020); Secretary of FTFA (since 2006); Assistant Secretary
of certain funds associated with Legg Mason & Co. or its
affiliates (since 2006); Secretary of LM Asset Services, LLC
(“LMAS”) (since 2002) and Legg Mason Fund Asset
Management, Inc. (“LMFAM”) (since 2013) (formerly registered
investment advisers); formerly, Managing Director and Deputy
General Counsel of Legg Mason & Co. (2005 to 2020) and
Assistant Secretary of certain funds in the fund complex (2006
to 2022)
|
Christopher Berarducci
|
|
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
Year of birth
|
1974
|
Position(s) held with Fund1
|
Treasurer and Principal Financial Officer
|
Term of office1 and length of time served
|
Since 2019
|
Principal occupation(s) during the past five years
|
Vice President, Fund Administration and Reporting, Franklin
Templeton (since 2020); Treasurer (since 2010) and Principal
Financial Officer (since 2019) of certain funds associated with
Legg Mason & Co. or its affiliates; formerly, Managing
Director (2020), Director (2015 to 2020), and Vice President (2011
to 2015) of Legg Mason & Co.
|
Jeanne M. Kelly
|
|
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
Year of birth
|
1951
|
Position(s) held with Fund1
|
Senior Vice President
|
Term of office1 and length of time served
|
Since 2011
|
Principal occupation(s) during the past five years
|
U.S. Fund Board Team Manager, Franklin Templeton (since 2020);
Senior Vice President of certain funds associated with Legg
Mason & Co. or its affiliates (since 2007); Senior Vice President
of FTFA (since 2006); President and Chief Executive Officer of
LMAS and LMFAM (since 2015); formerly, Managing Director of
Legg Mason & Co. (2005 to 2020); Senior Vice President of
LMFAM (2013 to 2015)
|
|
Pursuant to:
|
Amount Reported
|
Qualified Net Interest Income (QII)
|
§871(k)(1)(C)
|
$6,083,347
|
Section 163(j) Interest Earned
|
§163(j)
|
$21,947,368
|
Interest Earned from Federal Obligations
|
Note (1)
|
$374,820
|
ITEM 2. | CODE OF ETHICS. |
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Directors of the registrant has determined that Eileen A. Kamerick and Nisha Kumar, are the members of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial experts”.
Item 4. | Principal Accountant Fees and Services. |
(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending October 31, 2023 and October 31, 2024 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $55,376 in October 31, 2023 and $58,699 in October 31, 2024.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in October 31, 2023 and $0 in October 31, 2024.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $11,000 in October 31, 2023 and $11,000 in October 31, 2024. 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, 2023 and $0 in October 31, 2024.
All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to BrandywineGLOBAL - Global Income Opportunities Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to BrandywineGLOBAL - Global Income Opportunities Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to BrandywineGLOBAL - Global Income Opportunities Fund Inc. during the reporting period were $222,718 in October 31, 2023 and $229,399 in October 31, 2024.
(h) Yes. BrandywineGLOBAL - Global Income Opportunities Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the BrandywineGLOBAL - Global Income Opportunities Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
b) Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLOCIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
PROXY VOTING – Brandywine Global Investment Management, LLC
Proxy Voting
Responsibility to Vote Proxies
As an investment adviser, Brandywine Global owes its clients a duty of care and loyalty with respect to services undertaken on their behalf, including proxy voting. Rule 206(4)-6 under the Investment Advisers Act of 1940 requires an investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures that are reasonably designed to ensure that the investment adviser votes proxies in the best interest of its clients.
Client Accounts for which Brandywine Global Votes Proxies
Brandywine Global votes proxies for each client account for which the client has specifically delegated to Brandywine Global the power to vote proxies in the applicable investment management agreement or other written document, or in instances where the client has assigned Brandywine Global investment discretion over their account. Brandywine Global also votes proxies for any employee benefit plan client subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), unless the applicable investment management agreement specifically reserves the responsibility for voting proxies to the plan trustees or other named fiduciary.
At or prior to the inception of each client account, Brandywine Global will determine whether it has proxy voting authority over such account. In instances where the client has retained proxy voting responsibility, Brandywine Global will have no involvement in the proxy voting process for that client.
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. 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 value and to protect shareholder interests.
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 a client’s investment. As part of its fiduciary duty, Brandywine Global does consider environmental, social, and governance issues that may impact the value of an investment, through introducing opportunity or by creating risk, or both.
How Brandywine Global Votes Proxies
Appendix A sets forth general guidelines considered by Brandywine Global 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 no stated position set forth in Appendix A, Brandywine Global votes on a case-by-case basis in accordance with the General Principles.
The general guidelines set forth in Appendix A are not binding on Brandywine Global, but rather are intended to provide an analytical framework for the review and assessment of common proxy issues. Such guidelines can always be superseded based on an assessment of the proxy issue and determination that a vote that is contrary to such general guidelines is in the best economic interests of client accounts. Different portfolio management teams within Brandywine Global 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.
Use of an Independent Proxy Service Firm
Brandywine Global may contract with an independent proxy service firm to provide Brandywine Global with certain services, including but not limited to, information or recommendations with regard to proxy votes or other administrative support. Brandywine Global is not required to follow any recommendation furnished by such service provider. The use of an independent proxy service firm to provide proxy voting information 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 or recommendations with regard to proxy votes, Brandywine Global will periodically review and assess such firm’s policies, procedures and practices including those with respect to the disclosure and handling of conflicts of interest.
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 as a result of the firm’s business or as a result of an employee’s personal relationships or circumstances.
A. | Procedures for Identifying Conflicts of Interest |
Brandywine Global relies on the procedures set forth below to seek to identify conflicts of interest with respect to proxy voting.
1. | Brandywine Global’s Compliance Department annually requires each Brandywine Global employee to complete a questionnaire designed to elicit information that may reveal potential conflicts between the employee’s interests and those of Brandywine Global clients. |
2. | Brandywine Global treats client relationships as creating a material conflict of interest for Brandywine Global in voting proxies with respect to securities issued by such client or its known affiliates. |
3. | As a general matter, Brandywine Global takes the position that relationships between a non-Brandywine Global Franklin Resources business unit and an issuer (e.g., investment management relationship between an issuer and a non-Brandywine Global Franklin Resources-owned asset manager) do not present a conflict of interest for Brandywine Global in voting proxies with respect to such issuer because Brandywine Global operates as an independent business unit from other Franklin Resources business units and because of the existence of informational barriers between Brandywine Global and certain other Franklin Resources business units. |
B. | Procedures for Assessing Materiality of Conflicts of Interest |
1. | All potential conflicts of interest identified must be brought to the attention of the Investment Committee for resolution. |
2. | The Investment Committee determines whether a conflict of interest is material. A conflict of interest will 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 will be maintained. |
3. | If it is determined by the Investment Committee that a conflict of interest is not material, Brandywine Global may vote proxies following normal processes notwithstanding the existence of the conflict. |
C. | Procedures for Addressing Material Conflicts of Interest |
1. | With the exception of those material conflicts identified in A.2. which will be voted in accordance with paragraph C.1.b. below, if it is determined by the Investment Committee that a conflict of interest is material, the Investment Committee will 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 will 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 the recommendations of an independent proxy service firm retained by Brandywine Global; |
b. | 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; or |
c. | such other method as is deemed appropriate given the particular facts and circumstances. |
2. | A written record of the method used to resolve a material conflict of interest will be maintained. |
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 may 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.
Proxy Voting-Related Disclosures
A. | Proxy Voting Independence and Intent |
Brandywine Global exercises its proxy voting authority independently of other Franklin Resources-owned asset managers. Brandywine Global and its employees will not consult with or enter into any formal or informal agreements with Brandywine Global’s ultimate parent, Franklin Resources, Inc., any other Franklin Resources business unit, or any of their respective officers, directors or employees, regarding the voting of any securities by Brandywine Global on behalf of its clients.
Brandywine Global and its employees may not disclose to any person outside of Brandywine Global, including without limitation another investment management firm (affiliated or unaffiliated) how Brandywine Global intends to vote a proxy without prior approval from Brandywine Global’s Chief Compliance Officer. Prior approval is not required in instances where Brandywine Global discloses directly to representatives of an issuer how Brandywine Global intends to vote a proxy so long as the disclosure is made solely to representatives of the issuer and Brandywine Global believes that the disclosure is in the best interests of its clients.
If a Brandywine Global employee receives a request to disclose Brandywine Global’s proxy voting intentions to another person outside of Brandywine Global (including an employee of another Franklin Resources business unit) in connection with an upcoming proxy voting matter, the employee should immediately notify Brandywine Global’s Chief Compliance Officer.
If a Brandywine Global portfolio manager wants to take a public stance with regards to a proxy, the portfolio manager must consult with and obtain the approval of Brandywine Global’s Chief Compliance Officer before making or issuing a public statement.
B. | Disclosure of Proxy Votes and Policy and Procedures |
Upon Brandywine Global’s receipt of any oral or written client request for information on how Brandywine Global voted proxies for that client’s account, Brandywine Global will promptly provide the client with such requested information in writing.
Brandywine Global will 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.
Proxy Engagement and Certain Non-Proxy Voting Matters
Brandywine Global may determine that it is appropriate and beneficial to engage in a dialogue or written communication with a company or other shareholders regarding certain matters on a company’s proxy statement from time to time, if and to the extent that Brandywine Global determines that doing so is consistent with law and applicable general fiduciary principles. A company or shareholder may also seek to engage with Brandywine Global in advance of the company’s formal proxy solicitation to review issues more generally or gauge support for certain proposals.
Absent a specific contrary written agreement with a client or other legal obligation, 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 accounts, 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.
Recordkeeping
In addition to all other records required by this Policy and Procedures, Brandywine Global will 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 will 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 will 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 will maintain such records as are necessary to allow such fund to comply with its recordkeeping, reporting and disclosure obligations under applicable laws, rules and regulations.
In lieu of keeping copies of proxy statements, Brandywine Global may rely on proxy statements filed on the EDGAR system as well as on third party records of proxy statements if the third party provides an undertaking to provide copies of such proxy statements promptly upon request.
Brandywine Global may rely on a third party to make and retain, on Brandywine Global’s behalf, records of votes cast by Brandywine Global on behalf of clients if the third party provides an undertaking to provide a copy of such records promptly upon request.
Appendix A
Proxy Voting Guidelines
Below are proxy voting guidelines that Brandywine Global generally follows when voting proxies for securities held in client accounts. One or more portfolio management teams may decide to deviate from these guidelines with respect to any one or more particular proxy votes, subject in all cases to the duty to act solely in the best interest of 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. |
C. | We vote for compensation plans that are tied to the company achieving set profitability hurdles. |
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 if they are excessive, either in total or for one individual. |
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 for measures that give shareholders a vote on executive compensation. |
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.
ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): | As of the date of filing this report: |
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. |
Jack P. McIntyre | 2012 | As portfolio manager and senior research analyst for the Firm’s Global Fixed Income and related strategies, Jack provides valuable analytical and strategic insight. He joined the Firm in 1998. Previously, he held positions as market strategist with McCarthy, Crisanti & Maffei, Inc. (1995-1998); senior fixed income analyst with Technical Data, a division of Thomson Financial Services (1992-1995); quantitative associate with Brown Brothers Harriman & Co. (1990), and investment analyst with the Public Employee Retirement Administration of Massachusetts (1987-1989). Jack is a CFA charterholder and earned an M.B.A. in Finance from the Leonard N. Stern Graduate School of Business at New York University and a B.B.A. in Finance from the University of Massachusetts, Amherst. |
Brian L. Kloss | 2012 | Portfolio manager for Brandywine’s fixed income group, with a concentration in high yield securities. He joined Brandywine in December 2009, bringing with him over 10 years of high yield and distressed debt experience. Previously, Mr. Kloss was co-portfolio manager at Dreman Value Management, LLC (2007-2009); high yield analyst/trader at Gartmore Global Investments (2002-2007); high yield and equity portfolio manager and general analyst at Penn Capital Management, Ltd. (2000-2002); an analyst with The Concord Advisory Group, Ltd. (1998-2000); and an international tax consultant with Deloitte & Touche LLP (1995-1998). He earned his J.D. from Villanova School of Law and graduated summa cum laude with B.S. in Accounting from University of Scranton. He is also a member of the New Jersey and Pennsylvania Bar and is a Pennsylvania Certified Public Accountant. |
Anujeet Sareen | 2017 | Portfolio manager for Brandywine’s Global Fixed Income and related strategies. He joined Brandywine Global Investment Management, LLC in 2016. Prior to joining Brandywine Global, Mr. Sareen was a managing director of global fixed income and a global macro strategist, as well as chair of the Currency Strategy Group at Wellington Management. Mr. Sareen has 22 years of investment industry experience. Mr. Sareen is a CFA® charterholder and earned a B.A. in Computer Science from Brown University. |
Tracy Chen
|
2016 | As a portfolio manager and head of structured credit, Tracy is responsible for conducting credit analysis on mortgage-backed and other structured securities, with special emphasis on collateralized mortgage obligations (CMOs), collateralized loan obligations (CLOs), and other structured products. She also monitors and analyzes the investment merits of global corporate debt issues. She joined Brandywine Global Investment Management, LLC in August 2008. Prior to joining Brandywine Global, she was with UBS Investment Bank as director of the fixed income valuation group (2006-2008), GMAC Mortgage Group as a mortgage pricing analyst (2003-2006), Deloitte Consulting as a senior corporate strategy consultant (2001-2003), and J&A Securities Ltd. in Shenzhen, China as an international corporate finance associate (1995-1999). Tracy earned an MBA with a concentration in Finance from Kenan-Flagler Business School at the University of North Carolina, an M.A. in American Studies from Sichuan University in Chengdu, China, and a B.A. in English for Scientific Purposes from University of Electronic Science & Technology of China in Chengdu, China. Tracy is a CFA® charterholder and earned the Chartered Alternative Investment Analyst (CAIA) charter in 2010. |
* | The address for each portfolio manager is Brandywine, 2929 Arch Street, Philadelphia, Pennsylvania 19104, unless otherwise indicated. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of October 31, 2024.
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 |
David F. Hoffman | Other Registered Investment Companies | 3 | $1.96 billion | None | None |
Other Pooled Vehicles | 24 | $5.41 billion | 1 | $0.16 billion | |
Other Accounts | 36 | $17.86 billion | 7 | $6.76 billion | |
John P. McIntyre | Other Registered Investment Companies | 11 | $ 4.38 billion |
None |
None |
Other Pooled Vehicles |
47 |
$12.02 billion |
2 |
$0.29 billion | |
Other Accounts |
54 |
$22.55 billion |
8 |
$7.81 billion | |
Brian Kloss | Other Registered Investment Companies | 12 | $4.41 billion | None | None |
Other Pooled Vehicles | 47 | $12.06 billion | 2 | $0.29 billion | |
Other Accounts | 55 | $22.26 billion | 8 | $7.81 billion | |
Anjujeet Sareen | Other Registered Investment Companies | 11 | $4.38 billion |
None |
None |
Other Pooled Vehicles |
47 |
$12.02 billion |
2 |
$0.29 billion | |
Other Accounts |
54 |
$22.55 billion |
8 |
$7.81 billion | |
Tracy Chen | Other Registered Investment Companies | 12 | $4.41 billion | None | None |
Other Pooled Vehicles | 47 | $12.06 billion | 2 | $0.29 billion | |
Other Accounts | 55 | $22.26 billion | 8 | $7.81 billion |
(a)(3): As of October 31, 2024:
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, 2024.
Portfolio Manager(s) |
Dollar Range of Portfolio Securities Beneficially Owned | |
David F. Hoffman | A | |
Jack P. McIntyre | A | |
Brian L. Kloss | A | |
Anjujeet Sareen | A | |
Tracy Chen | A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 16. | CONTROLS AND PROCEDURES. |
(a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting |
ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 19. | 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 23, 2024 |
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 23, 2024 |
By: | /s/ Christopher Berarducci | |
Christopher Berarducci | ||
Principal Financial Officer | ||
Date: | December 23, 2024 |
Code of Conduct for Principal Executive and Financial Officers (SOX)
Covered Officers and Purpose of the Code
The Funds’ code of ethics (the “Code”) for investment companies within the Legg Mason family of mutual funds (each a “Fund,” and collectively, the “Funds”) applies to each Fund’s Principal Executive Officer, Principal Financial Officer, and Controller (the “Covered Officers”) for the purpose of promoting:
• | honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
• | full, fair, accurate, timely and understandable disclosure in reports and documents a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Funds; |
• | compliance with applicable laws and governmental rules and regulations; |
• | prompt internal reporting of Code violations to appropriate persons identified in the Code; and |
• | accountability for adherence to the Code. |
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
Covered Officers Should Ethically Handle Actual and Apparent Conflicts of Interest
A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with a Fund.
Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. The Funds’ and the investment advisers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Fund and an investment adviser of which Covered Officers are also officers or employees. As a result, this Code recognizes Covered Officers will, in the normal course of their duties (whether formally for a Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the Funds. The participation of Covered Officers in such activities is inherent in the contractual relationship between a Fund and an adviser and is consistent with the performance by Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Directors/Trustees (“Boards”) that Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes and that such service, by itself does not give rise to a conflict of interest.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.
Each Covered Officer must:
• | not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund; |
• | not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund; and, |
• | not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in contemplation of the market effect of such transactions. |
There are some actual or potential conflict of interest situations that, if material, should always be discussed with the Chief Compliance Officer (“CCO”) or designate that has been appointed by the Board of the Funds. Examples of these include:
• | service as a director on the board of any public company (other than the Funds or their investment advisers or any affiliated person thereof); |
• | the receipt of any non-nominal gifts (i.e., in excess of $100); |
• | the receipt of any entertainment from any company with which a Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; |
• | any ownership interest in, or any consulting or employment relationship with, any of the Funds’ service providers (other than their investment advisers, or principal underwriter, or any affiliated person thereof); |
• | a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership. |
Disclosure and Compliance
Each Covered Officer should:
• | familiarize him or herself with the disclosure requirements generally applicable to the Funds; |
• | not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s Directors/Trustees and auditors, and to governmental regulators and self-regulatory organizations; and |
• | to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the advisers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds. |
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
Reporting and Accountability
Each Covered Officer must:
• | upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code; |
• | annually thereafter affirm to the Board that he or she has complied with the requirements of the Code; |
• | not retaliate against any other Covered Officer or any employee of the Funds or their advisers or any affiliated persons thereof or service providers of the Funds for reports of potential violations that are made in good faith; |
• | notify the CCO promptly if he or she knows of any violation of this Code, of which failure to do so is itself a violation; and |
• | report at least annually, if necessary, any employment position, including officer or directorships, held by the Covered Officer or any immediate family member of a Covered Officer with affiliated persons of or Service Providers to the Funds. |
The CCO is responsible for applying this Code to specific situations in which questions are presented and has the authority to interpret this Code in any particular situation. However, approvals or waivers sought by a Covered Officer will be considered by the Compliance Committee or Audit Committee, (the “Committee”) responsible for oversight of the Fund’s code of ethics under Rule 17j-1 under the Investment Company Act. If a Covered Officer seeking an approval or waiver sits on the Committee, the Covered Person shall recuse him or herself from any such deliberations. Any approval or waiver granted by the Committee will be reported promptly to the Chair of the Audit Committees of the Funds.
The Funds will follow these procedures in investigating and enforcing this Code:
• | the CCO will take all appropriate action to investigate any potential violations reported to him, which actions may include the use of internal or external counsel, accountants or other personnel; |
• | if, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take any further action; |
• | any matter that the CCO believes is a violation will be reported to the Committee; |
• | if the Committee concurs that a violation has occurred, it will inform the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; |
• | the Committee will be responsible for granting waivers, as appropriate; and, |
• | any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. |
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of Covered Officers subject to this Code, they are superseded by this Code to the extent they overlap or conflict with the provisions of this Code. The Funds’ and their investment advisers’ and principal underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to Covered Officers and others, and are not part of this Code.
Confidentiality
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and Fund counsel, and the board of Directors/Trustees and fund counsel of any other investment company for whom a Covered Officer serves in a similar capacity.
Annual Report
No less than annually, the CCO shall provide the Board with a written report describing any issues having arisen since the prior year’s report.
Internal Use
This Code is intended solely for the internal use by the Funds and does not constitute an admission by or on behalf of any Fund, as to any fact, circumstance or legal consideration.
CERTIFICATIONS PURSUANT TO SECTION 302
EX-99.CERT
CERTIFICATIONS
I, Jane Trust, certify that:
1. | I have reviewed this report on Form N-CSR of BrandywineGLOBAL - Global Income Opportunities Fund Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | December 23, 2024 | /s/ Jane Trust | |
Jane Trust | |||
Chief Executive Officer |
CERTIFICATIONS
I, Christopher Berarducci, certify that:
1. | I have reviewed this report on Form N-CSR of BrandywineGLOBAL - Global Income Opportunities Fund Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | December 23, 2024 | /s/ Christopher Berarducci | |
Christopher Berarducci | |||
Principal Financial Officer |
CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT
CERTIFICATION
Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of BrandywineGLOBAL - Global Income Opportunities Fund Inc. (the “Registrant”), each certify to the best of their knowledge that:
1. The Registrant’s periodic report on Form N-CSR for the period ended October 31, 2024 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Chief Executive Officer | Principal Financial Officer | |
BrandywineGLOBAL - Global Income | BrandywineGLOBAL - Global Income | |
Opportunities Fund Inc. | Opportunities Fund Inc. | |
/s/ Jane Trust | /s/ Christopher Berarducci | |
Jane Trust | Christopher Berarducci | |
Date: December 23, 2024 | Date: December 23, 2024 |
This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.