N-CSR 1 d97646dncsr.htm MARTIN CURRIE SMASH SERIES EM FUND Martin Currie SMASh Series EM Fund

 

 

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 811-22338

 

 

Legg Mason Global Asset Management Trust

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 47th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 1-877-721-1926

Date of fiscal year end: July 31

Date of reporting period: July 31, 2020

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report  

July 31, 2020

MARTIN CURRIE

SMASh SERIES EM FUND

 

 

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Fund overview     1  
Fund at a glance     9  
Fund expenses     10  
Fund performance     12  
Schedule of investments     14  
Statement of assets and liabilities     17  
Statement of operations     18  
Statements of changes in net assets     19  
Financial highlights     20  
Notes to financial statements     21  
Report of independent registered public accounting firm     28  
Board approval of new management and new subadvisory agreements     29  
Additional shareholder information     35  
Additional information     36  
Important tax information     43  

 

Fund objective

The Fund seeks long-term capital appreciation.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Martin Currie SMASh Series EM Fund for the twelve-month reporting period ended July 31, 2020. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

Special shareholder notice

On July 31, 2020, Franklin Resources, Inc. (“Franklin Resources”) acquired Legg Mason, Inc. (“Legg Mason”) in an all-cash transaction. As a result of the transaction, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and the subadviser(s) became indirect, wholly-owned subsidiaries of Franklin Resources. Under the Investment Company Act of 1940, as amended, consummation of the transaction automatically terminated the management and subadvisory agreements that were in place for the Fund prior to the transaction. The Fund’s manager and subadviser(s) continue to provide uninterrupted services with respect to the Fund pursuant to either new management and subadvisory agreements that were approved by Fund shareholders or interim management and subadvisory agreements that were approved by the Fund’s board for use while the Fund continues to seek shareholder approval of the new agreements.

Franklin Resources, whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. As of June 30, 2020, after giving effect to the transaction described above, Franklin Templeton’s asset management operations had aggregate assets under management of approximately $1.4 trillion.

 

 

  
 II     Martin Currie SMASh Series EM Fund


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

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

August 31, 2020

 

 

 

Martin Currie SMASh Series EM Fund    III 


 

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Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks long-term capital appreciation. Under normal market conditions, the Fund pursues its objective by investing at least 80% of its net assets, plus borrowings for investment purposes, if any, in securities of issuers with substantial economic ties to one or more emerging market countries and other investments with similar economic characteristics. The material factors that we consider when determining whether an issuer has substantial economic ties to an emerging market country include whether the issuer is included in the MSCI Emerging Markets Indexi, is organized or headquartered in an emerging market country, or maintains most of its assets in one or more such countries, has a primary listing for its securities on a stock exchange of an emerging market country, or derives a majority of its exposure (e.g. percentage of sales, income or other material factors) from one or more emerging market countries. Emerging market countries are predominantly found currently in regions including Asia, the Indian subcontinent, South and Central America, the Middle and Near East, Eastern and Central Europe and Africa.

The Fund will invest primarily in equity and equity-related securities, which may include common stocks, preferred stocks, convertible bonds, other securities convertible into common stock, depositary receipts, real estate investment trusts, securities of other investment companies including, exchange-traded funds (ETFs), and synthetic foreign equity securities, including international warrants. The Fund will primarily invest in securities directly in foreign markets, but may gain exposure to foreign markets indirectly through depositary receipts and synthetic foreign equity securities. American Depositary Receipts are receipts issued by a bank that demonstrate ownership of underlying foreign securities and trade on U.S. markets. Synthetic foreign equity securities are a type of derivative issued by a bank or other financial institution designed to replicate the economic exposure of buying an equity security directly in a particular foreign market. The Fund will use synthetic foreign equity securities to obtain market exposure where direct access is not otherwise available. The Fund may also enter into index futures contracts, a form of derivative contract, as a substitute for buying or selling securities, to obtain market exposure, in an attempt to enhance returns and to manage cash.

Our overarching investment philosophy is that building stock-focused portfolios, driven by fundamental research, can help to exploit market inefficiencies with the goal of generating consistent outperformance. Our global emerging markets team aims to build long-term, high conviction stock-focused portfolios, driven by fundamental research within its risk framework.

Within an emerging market country, we select securities that we believe have favorable investment potential. For example, the Fund may purchase stocks of companies with prices that reflect a value lower than that which we place on the company. We may also consider factors we believe will cause the stock price to rise. In general, we will consider, among other factors, an issuer’s valuation, financial strength, competitive position in its industry, projected future earnings, cash flows and dividends when deciding whether to buy or sell investments. The Fund may invest in companies of any size and market capitalization.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   1


Fund overview (cont’d)

 

The Fund may invest in companies domiciled in any country that we believe to be appropriate to the Fund’s investment objective. Subject to the Fund’s 80% investment policy, the Fund may invest a substantial amount of assets (i.e. more than 25%) in issuers located in a single country or a limited number of countries but will always be invested in or have exposure to no less than three different emerging market countries. The Fund may invest in securities denominated in foreign currencies or in U.S. dollars.

The fund is classified as “non-diversified,” which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund.

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

A. The twelve-month reporting period ended July 31, 2020 in review has been one of the most tumultuous periods in market history. In retrospect, the second half of 2019 now appears as a period of relative calm compared with events in 2020. At that time, global macroeconomic momentum was softening, leading central banks to back-track on their hawkish intentions from late 2018. The U.S. Federal Reserve Board (the “Fed”)ii turned more dovish, with rate cuts also from the European Central Bank and a reiteration of its dovish stance from the Bank of Japan. But despite macro trends, on the whole, remaining weak markets continued their record-breaking bull run into the first months of 2020, seemingly indifferent to reports of a novel virus that had been spreading rapidly from China.

It was not until late February 2020 that financial markets suddenly became concerned with the threat posed by COVID-19. Then, following another all-time high by U.S. equities in late February, things changed dramatically. The reversal in sentiment from bull to bear was rapid and brutal. Equities fell dramatically. There was a flight to safety in government bonds with long-term yields falling to historic lows. In addition, there was a shortage of US dollar liquidity, which led to a spike in the dollar.

The pandemic crisis that hit the world brought the most severe global recessionary environment since the Great Depression. As a result, many corporations have issued profit warnings and cut dividends. Earnings forecasts have been coming down significantly, as consensus has been adjusting to the changed reality. In March 2020, we also saw a major sell-off in oil prices, triggered by Saudi Arabia as talks broke down between Russia and OPEC over oil production cuts. This led to further volatility and selling pressures in markets with more direct links to oil prices, typically non-Asian emerging markets. A wide range of countries, such as Russia, South Africa, Indonesia, Brazil and Mexico, saw their currencies weaken against the U.S. dollar by a range of 10% to 20%, exaggerating the broad dispersion of equity market returns further. On the most volatile days in markets, there was often little in the way of company-specific news for investors to analyze.

 

 

  
2    Martin Currie SMASh Series EM Fund 2020 Annual Report


Policy actions, however, have been commensurate with the magnitude of the recession, with fiscal and monetary policies equating to more than 10% of GDP for many of the large economies. As economies are now coming out of lockdown and with huge liquidity and fiscal stimuli in place, we witnessed a sharp rally from the March 2020 lows, with the MSCI Emerging Markets Index regaining most of the losses during the sell-off. From an emerging markets perspective, many countries in Asia were able to deal with the outbreak earlier and more effectively than many of their developed market counterparts. As such, some of the most sustained economic recoveries that we have witnessed so far have been in emerging markets. Indeed, we are already seeing pent-up consumer demand starting to come back in China, where numerous brands have been commenting on strong traffic and conversion rates in some of their stores.

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

A. When the lockdown period began, the staff at Martin Currie Inc., the Fund’s subadviser, transitioned immediately and seamlessly to successfully work from home in all locations. From an investment perspective, the team’s proactive engagement with companies was as strong as ever, despite global travel restrictions. Our engagement agenda remains long-term in nature, but we are also checking in on these companies’ responses to the COVID-19 threat. Right now, we believe it is critical for all businesses to be operationally resilient and for governance structures to pass tests. In all market conditions, our research also has focused on financial resilience, which will also be tested. As ESG (environmental, social, and governance) leaders in emerging markets, we also recognize that the companies held in the Fund have fresh social responsibilities to fulfil currently. We are pleased to say our engagement has revealed that these companies have been coping impressively in unusual and difficult times, as we would expect.

During the reporting period, markets remained sensitive to COVID-19 developments and the pace at which economic activity normalized following such a sharp demand and supply shock. In our opinion, policy responses are likely to continue to be meaningful – and in many cases unorthodox, given the serious nature of the crisis. The durability of business models and governance structures has been tested and this test is ongoing.

The Fund’s investment strategy has remained geographically balanced, with a focus towards highly profitable companies with sustainable balance sheets. This quality growth bias should help us in periods of economic stress, although we remain vigilant at a company level to emerging stresses. The geographical balance has helped decision-making in the current crisis, given variable successes in COVID-19 containment at a country level.

As longer-term investors, we remain excited by the powerful combination of technology adoption, urbanization and services-sector growth that is evident in emerging markets. We expect our highly selective, stock-focused approach will continue to prosper through accessing companies with a high return-on-equity, operating in structurally growing industries. We continue to have confidence in the growth drivers that the Fund is accessing in key thematic areas. These areas include: sustainable planet; cloud-based data; financial inclusion; digital disruption.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   3


Fund overview (cont’d)

 

We believe the case for an acceleration of these trends is strong and, in many cases, already evident. We are pleased that in 2020 we have continued to find new opportunities in areas such as food delivery (Meituan Dianping) and capital-market development (B3) to complement the above key thematic areas.

Performance review

For the twelve months ended July 31, 2020, Martin Currie SMASh Series EM Fund returned 11.92%. The Fund’s unmanaged benchmark, the MSCI Emerging Markets Index, returned 6.55% for the same period.

 

Performance Snapshot as of July 31, 2020

(unaudited)

 
    

6 months

    12 months  
Martin Currie SMASh Series EM Fund     2.38     11.92
MSCI Emerging Markets Index     3.08     6.55

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value, investment returns and yields will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please call the Fund at 1-877-721-1926.

Fund returns assume the reinvestment of all distributions at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include the deduction of taxes that a shareholder would pay on Fund distributions. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

Investors should understand that the Fund is managed within the context of a separately managed account and not with the objective of matching or exceeding the Fund’s stated benchmark, which is used for Fund reporting purposes. As such, comparisons of the Fund’s performance to that of the indicated benchmark are not likely to be meaningful. Additionally, performance figures do not reflect the effect of fees and expenses associated with a separately managed account or the management fee or other operating expenses of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Fund’s manager or subadviser. All operating expenses of the Fund (other than interest, brokerage, taxes and extraordinary expenses and acquired fund fees and expenses) were reimbursed by the manager.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated November 29, 2019, the gross total annual fund operating expense ratio was 2.74%.

Actual expenses may be higher. For example, expenses may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile.

The Fund’s manager has entered into an expense reimbursement arrangement with the Fund, pursuant to which the Fund’s manager has agreed to reimburse 100% of the Fund’s operating expenses. The expense reimbursement arrangement does not cover interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses. This expense reimbursement

 

 

  
4    Martin Currie SMASh Series EM Fund 2020 Annual Report


arrangement cannot be terminated prior to December 31, 2021, without the Board of Trustees’ consent. However, all Fund shareholders are participating in separately managed account programs and pay fees to program sponsors for the costs and expenses of the program, including fees for investment advice and portfolio execution, some of which are used to compensate the Fund’s manager or subadviser for managing the Fund and to reimburse the Fund for all operating expenses.

Q. What were the leading contributors to performance?

A. In terms of Fund holdings, the top contributor to relative performance during the reporting period was Samsung Electronics. The company performed well over large parts of the period as pricing in its memory segment continued to recover in both DRAM and NAND memory chips. Short-term earnings were also revised up by analysts who began to see a benefit in sales of TV’s and smartphones coupled with far less marketing spend.

Additionally, while at the moment mobile handset buyers appear to be preferring lower cost models, investors are aware that Samsung will introduce an improved version of its folding smartphone which may reignite enthusiasm for high-end models. South Korean materials company, LG Chem, also fared well over the reporting period. In particular, it made a very strong start to 2020 on the back of a strengthening global order book and positive investor sentiment towards the electric vehicle (EV) sector. The secular growth outlook for EV batteries is very much intact after COVID-19. The transition to EVs worldwide is still at an early stage and is supported by the rollout of attractive new models and global government backing. The company’s share price was also buoyed by results that beat expectations in its petrochemicals business. Sunny Optical, a Chinese manufacturer of optical and optical-related products, was another notable positive. The company is a key beneficiary of the smartphone product launch cycle, which continues to see improvements in imaging functionality. In addition, the company confirmed an improvement in manufacturing yields as it has built scale and understanding on the processes for its newest technologies.

Q. What were the leading detractors from performance?

A. Looking at the stocks that were held in the Fund’s portfolio during the reporting period, the Indian consumer goods company, Titan, was the biggest drag to relative returns. As with many other consumer discretionary names, Titan was negatively impacted by the physical distancing measures imposed as a result of the outbreak as well as the massive drop-off in consumer spending. As a result, its share price has been weak on the back of soft results and a guidance cut for the reporting period. That said, the longer-term outlook for the company remains positive. During the reporting period, OTP, the market leader in Hungarian banking with significant banking exposure to other Central and Eastern European countries, was another notable negative. Hungary (in line with many other countries) announced a repayment moratorium in the first quarter of 2020 for households and corporates. We also saw new powers announced that allow Prime Minister Viktor Orban to rule by decree, which suggests heightened political risks for investors. As a result, the company was buffeted by negative sentiment at both a sector and country level. Odontoprev, which offers dental plans to Brazilian corporates and individuals, also underperformed on fears that a

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   5


Fund overview (cont’d)

 

weakened Brazilian macro and employment outlook would impact revenues at the company. Somewhat uniquely, the impact from COVID-19 disruption is very positive for profitability given customer appointments and therefore costs dropped significantly in 2020. However, investors focused on the resilience of the user base and how cyclical this may prove. In line with Brazilian equities generally, the company also suffered from the fact that the Brazilian currency was relatively weak in the reporting period versus other emerging market currencies.

Thank you for your investment in Martin Currie SMASh Series EM Fund. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

 

LOGO

Andrew Mathewson, CFA

Portfolio Manager

Martin Currie Inc.

 

LOGO

Alastair Reynolds

Portfolio Manager

Martin Currie Inc.

 

 

LOGO

Divya Mathur

Portfolio Manager

Martin Currie Inc.

 

LOGO

Paul Desoisa, CFA

Portfolio Manager

Martin Currie Inc.

 

 

  
6    Martin Currie SMASh Series EM Fund 2020 Annual Report


LOGO

Paul Sloane

Portfolio Manager

Martin Currie Inc.

 

LOGO

Colin Dishington, CFA

Portfolio Manager

Martin Currie Inc.

August 31, 2020

 

RISKS: Equity securities are subject to market and price fluctuations. Small- and mid-cap stocks involve greater risks and volatility than large-cap stocks. As a non-diversified fund, the Fund is permitted to invest a higher percentage of its assets in any one issuer than a diversified fund, which may magnify the Fund’s losses from events affecting a particular issuer. The Fund may be significantly overweight to underweight certain companies, industries or market sectors, which may cause the Fund’s performance to be more sensitive to developments affecting those companies, industries or sectors. International investments are subject to special risks, including currency fluctuations, as well as social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. Emerging market countries tend to have economic, political and legal systems that are less developed and are less stable than those of more developed countries. To the extent the Fund focuses its investments in a single country or only a few countries in a particular geographic region, economic, political, regulatory or other conditions affecting such country or region may have a greater impact on fund performance relative to a more geographically diversified fund. The Fund may invest in REITs, which are closely linked to the performance of the real estate markets. The Fund is subject to the illiquidity, credit and interest rate risks of REITs. Derivatives, such as futures, can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. In addition to the Fund’s operating expenses, the Fund will indirectly bear the operating expenses of any underlying funds it invests in. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. Portfolio holdings are subject to change at any time and may not be representative of the portfolio managers’ current or future investments. The Fund’s top five sector holdings (as a percentage of net assets) as of July 31, 2020 were: Information Technology (33.2%), Consumer Discretionary (16.7%), Materials (14.0%), Financials (13.8%) and Energy (5.3%). The Fund’s portfolio composition is subject to change at any time.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   7


Fund overview (cont’d)

 

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

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

 

i 

The MSCI Emerging Markets Index is a free float adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets.

ii

The Federal Reserve Board (the “Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

 

 

  
8    Martin Currie SMASh Series EM Fund 2020 Annual Report


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of July 31, 2020 and July 31, 2019. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   9


Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on February 1, 2020 and held for the six months ended July 31, 2020.

Actual expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

 

Hypothetical example for comparison purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

Based on actual total return1       Based on hypothetical total return1

Actual
Total
Return2,3

  Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratio3
  Expenses
Paid During
the Period3,4
      Hypothetical
Annualized
Total Return
  Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratio3
  Expenses
Paid During
the Period3,4
 

 

2.38%

 

    $ 1,000.00     $ 1,023.80       0.00 %     $ 0.00         5.00 %       $1,000.00       $ 1,024.86       0.00 %     $ 0.00

 

 

  
10    Martin Currie SMASh Series EM Fund 2020 Annual Report


1 

For the six months ended July 31, 2020.

 

2

Total return is not annualized, as it may not be representative of the total return for the year. Past performance is no guarantee of future results. Performance figures do not reflect any fees stated below in Note 3. If such fees were included, the return shown would have been lower.

 

3

All figures do not reflect the effect of fees and expenses associated with a separately managed account, nor a management fee or other operating expenses of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Fund’s manager or subadviser. All operating expenses of the Fund were reimbursed by the manager, pursuant to an expense reimbursement arrangement between the Fund and the manager. The expense reimbursement arrangement does not cover interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses.

 

4

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182), then divided by 366.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   11


Fund performance (unaudited)

 

Average annual total returns1       
Twelve Months Ended 7/31/20      11.92
Inception* through 7/31/20      -2.97  

 

Cumulative total returns1       
Inception date of 1/10/18 through 7/31/20      -7.42

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 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. Performance figures do not reflect the effect of fees and expenses associated with a separately managed account or the management fee or other operating expenses of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Fund’s manager or subadviser. All operating expenses of the Fund (other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses) were reimbursed by the manager due to an expense reimbursement arrangement between the Fund and the manager. This arrangement cannot be terminated prior to December 31, 2021 without the Board of Trustees’ consent.

 

1

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.

 

*

Inception date of the Fund is January 10, 2018.

 

 

  
12    Martin Currie SMASh Series EM Fund 2020 Annual Report


Historical performance

Value of $10,000 invested in

Martin Currie SMASh Series EM Fund vs. MSCI Emerging Markets Index — January 10, 2018 - July 2020

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 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. Performance figures do not reflect the effect of fees and expenses associated with a separately managed account or the management fee or other operating expenses of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Fund’s manager or subadviser. All operating expenses of the Fund (other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses) were reimbursed by the manager due to an expense reimbursement arrangement between the Fund and the manager. This arrangement cannot be terminated prior to December 31, 2021 without the Board of Trustees’ consent.

 

Hypothetical illustration of $10,000 invested in shares of Martin Currie SMASh Series EM Fund on January 10, 2018 (inception date) assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through July 31, 2020. The hypothetical illustration also assumes a $10,000 investment in the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a free float adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. The index is calculated assuming the minimum possible dividend reinvestment. The index is unmanaged and not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   13


Schedule of investments

July 31, 2020

 

Martin Currie SMASh Series EM Fund

 

Security                 Shares     Value  
Common Stocks — 95.8%                                
Communication Services — 3.6%                                

Interactive Media & Services — 3.6%

                               

NAVER Corp.

                    26,268     $ 6,646,452  (a)   
Consumer Discretionary — 16.7%                                

Auto Components — 2.1%

                               

Minth Group Ltd.

                    1,296,000       3,866,038  (a)   

Automobiles — 3.5%

                               

Maruti Suzuki India Ltd.

                    78,035       6,544,991  (a)   

Hotels, Restaurants & Leisure — 1.4%

                               

Genting Malaysia Berhad

                    4,741,000       2,567,048  (a)   

Internet & Direct Marketing Retail — 5.2%

                               

Meituan Dianping, Class B Shares

                    384,000       9,523,199  * (a)   

Textiles, Apparel & Luxury Goods — 4.5%

                               

Titan Co. Ltd.

                    590,280       8,246,667  (a)   

Total Consumer Discretionary

                            30,747,943  
Consumer Staples — 4.0%                                

Food & Staples Retailing — 1.3%

                               

Robinsons Retail Holdings Inc.

                    1,921,600       2,414,157  (a)   

Personal Products — 2.7%

                               

LG Household & Health Care Ltd.

                    4,330       4,990,503  (a)   

Total Consumer Staples

                            7,404,660  
Energy — 5.3%                                

Oil, Gas & Consumable Fuels — 5.3%

                               

Lukoil PJSC, ADR

                    79,670       5,456,132  (a)  

Reliance Industries Ltd.

                    158,545       4,389,885  (a)  

Total Energy

                            9,846,017  
Financials — 13.8%                                

Banks — 9.4%

                               

Kotak Mahindra Bank Ltd.

                    171,178       3,135,573  (a)  

OTP Bank Nyrt

                    227,616       8,146,193 *(a) 

Ping An Bank Co. Ltd., Class A Shares

                    1,761,646       3,368,284  (a)  

TCS Group Holding PLC, Registered Shares, GDR

                    107,014       2,704,035  (a)  

Total Banks

                            17,354,085  

Capital Markets — 4.4%

                               

B3 SA—Brasil Bolsa Balcao

                    657,900       8,041,273  

Total Financials

                            25,395,358  
Health Care — 5.2%                                

Health Care Providers & Services — 2.0%

                               

Odontoprev SA

                    1,385,000       3,690,466  

 

See Notes to Financial Statements.

 

 

  
14    Martin Currie SMASh Series EM Fund 2020 Annual Report


    

 

    

 

Martin Currie SMASh Series EM Fund

 

Security                  Shares      Value  

Pharmaceuticals — 3.2%

                                 

Shanghai Fosun Pharmaceutical Group Co. Ltd., Class H Shares

                     1,243,000      $ 5,884,684  (a)   

Total Health Care

                              9,575,150  
Information Technology — 33.2%                                  

Electronic Equipment, Instruments & Components — 11.7%

                                 

Delta Electronics Inc.

                     643,000        4,413,634  (a)  

Largan Precision Co. Ltd.

                     27,684        3,579,484  (a)  

Samsung SDI Co. Ltd.

                     20,073        6,709,507  (a)  

Sunny Optical Technology Group Co. Ltd.

                     372,900        6,956,630  (a)  

Total Electronic Equipment, Instruments & Components

                              21,659,255  

Semiconductors & Semiconductor Equipment — 5.7%

                                 

Globalwafers Co. Ltd.

                     315,000        4,498,914  (a)  

SK Hynix Inc.

                     85,600        5,959,327  (a)  

Total Semiconductors & Semiconductor Equipment

                              10,458,241  

Technology Hardware, Storage & Peripherals — 15.8%

                                 

Samsung Electronics Co. Ltd.

                     351,393        17,103,072  (a)  

Samsung Electronics Co. Ltd., Registered Shares, GDR

                     9,936        12,053,215  (a)  

Total Technology Hardware, Storage & Peripherals

                              29,156,287  

Total Information Technology

                              61,273,783  
Materials — 14.0%                                  

Chemicals — 11.9%

                                 

Asian Paints Ltd.

                     218,919        5,025,956  (a)  

LG Chem Ltd.

                     30,730        14,679,815  (a)  

Orbia Advance Corp. SAB de CV

                     1,395,400        2,212,702  

Total Chemicals

                              21,918,473  

Construction Materials — 2.1%

                                 

UltraTech Cement Ltd.

                     70,394        3,878,932  (a)   

Total Materials

                              25,797,405  

Total Investments — 95.8% (Cost — $156,470,694)

                              176,686,768  

Other Assets in Excess of Liabilities — 4.2%

                              7,833,709  

Total Net Assets — 100.0%

                            $ 184,520,477  

 

*

Non-income producing security.

 

(a)

Security is valued in good faith in accordance with procedures approved by the Board of Trustees (Note 1).

 

Abbreviation(s) used in this schedule:

ADR   — American Depositary Receipts

GDR

  — Global Depositary Receipts

PJSC

 

— Private Joint Stock Company

 

See Notes to Financial Statements.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   15


Schedule of investments (cont’d)

July 31, 2020

 

Martin Currie SMASh Series EM Fund

 

 

Summary of Investments by Country* (unaudited)       
South Korea      38.6
India      17.7  
China      16.7  
Taiwan      7.1  
Brazil      6.6  
Russia      4.6  
Hungary      4.6  
Malaysia      1.5  
Philippines      1.4  
Mexico      1.2  
       100.0

 

*

As a percentage of total investments. Please note that the Fund holdings are as of July 31, 2020 and are subject to change.

 

See Notes to Financial Statements.

 

 

  
16    Martin Currie SMASh Series EM Fund 2020 Annual Report


Statement of assets and liabilities

July 31, 2020

 

Assets:         

Investments, at value (Cost — $156,470,694)

   $ 176,686,768  

Foreign currency, at value (Cost — $1,180,374)

     1,180,374  

Cash

     6,882,188  

Receivable for Fund shares sold

     3,606,616  

Receivable for securities sold

     887,231  

Interest and dividends receivable

     693,767  

Receivable from investment manager

     29,543  

Prepaid expenses

     30,061  

Total Assets

     189,996,548  
Liabilities:         

Payable for securities purchased

     5,330,883  

Payable for Fund shares repurchased

     88,797  

Trustees’ fees payable

     176  

Accrued expenses

     56,215  

Total Liabilities

     5,476,071  
Total Net Assets    $ 184,520,477  
Net Assets:         

Par value (Note 5)

   $ 204  

Paid-in capital in excess of par value

     168,969,671  

Total distributable earnings (loss)

     15,550,602  
Total Net Assets    $ 184,520,477  
Shares Outstanding      20,431,580  
Net Asset Value      $9.03  

 

See Notes to Financial Statements.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   17


Statement of operations

For the Year Ended July 31, 2020

 

Investment Income:         

Dividends

   $ 2,013,616  

Less: Foreign taxes withheld

     (293,601)  

Total Investment Income

     1,720,015  
Expenses:         

Fund accounting fees

     80,039  

Registration fees

     78,021  

Custody fees

     49,463  

Audit and tax fees

     33,680  

Legal fees

     28,373  

Trustees’ fees

     12,598  

Shareholder reports

     2,871  

Transfer agent fees

     1,626  

Insurance

     540  

Interest expense

     20  

Miscellaneous expenses

     8,977  

Total Expenses

     296,208  

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

     (296,208)  

Net Expenses

      
Net Investment Income      1,720,015  
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1 and 3):         

Net Realized Loss From:

        

Investment transactions

     (5,153,401) † 

Foreign currency transactions

     (321,123)  

Net Realized Loss

     (5,474,524)  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     20,764,210  

Foreign currencies

     5,036  

Change in Net Unrealized Appreciation (Depreciation)

     20,769,246  
Net Gain on Investments and Foreign Currency Transactions      15,294,722  
Increase in Net Assets From Operations    $ 17,014,737  

 

Net of foreign capital gains tax of $970.

 

See Notes to Financial Statements.

 

 

  
18    Martin Currie SMASh Series EM Fund 2020 Annual Report


Statements of changes in net assets

 

For the Years Ended July 31,    2020      2019  
Operations:                  

Net investment income

   $ 1,720,015      $ 188,770  

Net realized loss

     (5,474,524)        (442,043)  

Change in net unrealized appreciation (depreciation)

     20,769,246        (313,566)  

Increase (Decrease) in Net Assets From Operations

     17,014,737        (566,839)  
Distributions to Shareholders From (Note 1):                  

Total distributable earnings

     (637,507)        (36,000)  

Decrease in Net Assets From Distributions to Shareholders

     (637,507)        (36,000)  
Fund Share Transactions (Note 5):                  

Net proceeds from sale of shares

     173,678,983        23,481,522  

Cost of shares repurchased

     (28,086,672)        (3,107,263)  

Increase in Net Assets From Fund Share Transactions

     145,592,311        20,374,259  

Increase in Net Assets

     161,969,541        19,771,420  
Net Assets:                  

Beginning of year

     22,550,936        2,779,516  

End of year

   $ 184,520,477      $ 22,550,936  

 

See Notes to Financial Statements.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   19


Financial highlights

 

For a share of beneficial interest outstanding throughout each year ended July 31,

unless otherwise noted:

      20201      20191      20181,2  
Net asset value, beginning of year      $8.14        $9.25        $10.00  
Income (loss) from operations:         

Net investment income

     0.16        0.27        0.11  

Net realized and unrealized gain (loss)

     0.81        (1.26)        (0.86)  

Total income (loss) from operations

     0.97        (0.99)        (0.75)  
Less distributions from:         

Net investment income

     (0.08)        (0.12)         

Total distributions

     (0.08)        (0.12)         
Net asset value, end of year      $9.03        $8.14        $9.25  

Total return3

     11.92      (10.58)      (7.50)
Net assets, end of year (000s)      $184,520        $22,551        $2,780  
Ratios to average net assets:         

Gross expenses4

     0.35      3.68      10.42 %5 

Net expenses6,7

     0.00        0.01        0.09 5  

Net investment income

     2.03        3.33        2.13 5  
Portfolio turnover rate      27      29      11

 

1 

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

 

2 

For the period January 10, 2018 (inception date) to July 31, 2018.

 

3 

Performance figures do not reflect the effect of fees and expenses associated with a separately managed account, nor a management fee or other operating expenses of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Fund’s manager or subadviser. All operating expenses of the Fund were reimbursed by the manager, pursuant to an expense reimbursement arrangement between the Fund and the manager. If such fees were included, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

4 

Gross expenses do not include management fees paid to the manager and subadviser. Management fees are paid directly or indirectly by the separately managed account sponsor.

 

5 

Annualized.

 

6 

The Fund’s manager has entered into an expense reimbursement arrangement with the Fund, pursuant to which the Fund’s manager has agreed to reimburse 100% of the Fund’s ordinary operating expenses. The expense reimbursement arrangement does not cover interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses. This arrangement cannot be terminated prior to December 31, 2021 without the Board of Trustees’ consent. Prior to March 7, 2019, the expense reimbursement arrangement did not cover custody holdings charges.

 

7 

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

 

  
20    Martin Currie SMASh Series EM Fund 2020 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

Martin Currie SMASh Series EM Fund (the “Fund”) is a separate non-diversified investment series of Legg Mason Global Asset Management Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

Shares of the Fund may be purchased only by or on behalf of separately managed account clients where an affiliate of Legg Mason Partners Fund Advisor, LLC (“LMPFA”) has an agreement to serve as investment adviser or subadviser (each affiliate, a “Managed Account Adviser”) to the account with the managed account program sponsor (the “Program Sponsor”) (typically, a registered investment adviser or broker/dealer) or directly with the client. Shareholders of the Fund pay fees to their separately managed account sponsor, some of which are paid to affiliates of LMPFA. LMPFA and the subadvisers do not charge investment management fees to the Fund.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   21


Notes to financial statements (cont’d)

 

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

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

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

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

 

 

  
22    Martin Currie SMASh Series EM Fund 2020 Annual Report


    

 

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

 

 

Level 1 — quoted prices in active markets for identical investments

 

 

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

 

 

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

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

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

 

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

Common Stocks:

                               

Financials

  $ 8,041,273     $ 17,354,085           $ 25,395,358  

Health Care

    3,690,466       5,884,684             9,575,150  

Materials

    2,212,702       23,584,703             25,797,405  

Other Common Stocks

          115,918,855             115,918,855  
Total Investments   $ 13,944,441     $ 162,742,327           $ 176,686,768  

 

*

As a result of the fair value pricing procedures for international equities utilized by the Fund, which account for events occurring after the close of the principal market of the security but prior to the calculation of the Fund’s net asset value, certain securities were classified as Level 2 within the fair value hierarchy.

 

See Schedule of Investments for additional detailed categorizations.

(b) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   23


Notes to financial statements (cont’d)

 

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

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

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

(d) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(e) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. The character of distributions made to shareholders during the period may differ from their ultimate characterization for federal income tax purposes. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

 

 

  
24    Martin Currie SMASh Series EM Fund 2020 Annual Report


    

 

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

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

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of July 31, 2020, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

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

2. Investment management agreement and other transactions with affiliates

LMPFA is the Fund’s investment manager and Martin Currie Inc. (“Martin Currie”) is the Fund’s subadviser. Western Asset Management Company, LLC (“Western Asset”) manages the portion of the Fund’s cash and short-term instruments allocated to it. LMPFA, Martin Currie and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). As of July 31, 2020, LMPFA, Martin Currie and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

LMPFA and the subadviser do not charge investment management fees to the Fund. However, the Fund is an integral part of the separately managed account program, and LMPFA and the subadviser will be compensated directly or indirectly by separately managed account program sponsors. LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund.

LMPFA has entered into an expense reimbursement arrangement with the Fund, pursuant to which LMPFA has agreed to reimburse 100% of the Fund’s ordinary operating expenses. The expense reimbursement arrangement does not cover interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses. This expense reimbursement arrangement cannot be terminated prior to December 31, 2021 without the Board of Trustees’ consent.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   25


Notes to financial statements (cont’d)

 

During the year ended July 31, 2020, fees waived and/or expenses reimbursed amounted to $296,208.

Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sole and exclusive distributor. As of July 31, 2020, LMIS is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources.

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

3. Investments

During the year ended July 31, 2020, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases        $161,786,660  
Sales        22,771,431  

At July 31, 2020, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 159,339,859      $ 23,238,359      $ (5,891,450)      $ 17,346,909  

4. Derivative instruments and hedging activities

During the year ended July 31, 2020, the Fund did not invest in derivative instruments.

5. Shares of beneficial interest

At July 31, 2020, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. Each share represents an identical interest and has the same rights.

Transactions in shares of the Fund were as follows:

 

        Year Ended
July 31, 2020
       Year Ended
July 31, 2019
 
Shares sold        21,146,688          2,864,879  
Shares repurchased        (3,487,153)          (393,191)  
Net increase        17,659,535          2,471,688  

 

 

  
26    Martin Currie SMASh Series EM Fund 2020 Annual Report


    

 

6. Income tax information and distributions to shareholders

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

 

        2020        2019  
Distributions paid from:                      
Ordinary income      $ 637,507        $ 36,000  

As of July 31, 2020, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 923,458  
Deferred capital losses*        (2,723,926)  
Other book/tax temporary differences(a)        (479)  
Unrealized appreciation (depreciation)(b)        17,351,549  
Total distributable earnings (loss) — net      $ 15,550,602  

 

*

These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains.

 

(a) 

Other book/tax temporary differences are attributable to the realization for tax purposes of unrealized gains (losses) on foreign currency contracts.

 

(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.

7. Other matters

The outbreak of the respiratory illness COVID-19 (commonly referred to as “coronavirus”) has continued to rapidly spread around the world, causing considerable uncertainty for the global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

 

 

 

Martin Currie SMASh Series EM Fund 2020 Annual Report   27


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Global Asset Management Trust and Shareholders of Martin Currie SMASh Series EM Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Martin Currie SMASh Series EM Fund (one of the funds constituting Legg Mason Global Asset Management Trust, referred to hereafter as the “Fund”) as of July 31, 2020, the related statement of operations for the year ended July 31, 2020, the statement of changes in net assets for each of the two years in the period ended July 31, 2020, including the related notes, and the financial highlights for each of the two years in the period ended July 31, 2020, and for the period January 10, 2018 (commencement of operations) through July 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of July 31, 2020, the results of its operations for the year ended July 31, 2020, the changes in its net assets for each of the two years in the period ended July 31, 2020 and the financial highlights for each of the two years in the period ended July 31, 2020, and for the period January 10, 2018 (commencement of operations) through July 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of July 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

September 17, 2020

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

 

  
28    Martin Currie SMASh Series EM Fund 2020 Annual Report


Board approval of new management and new

subadvisory agreements (unaudited)

 

On February 18, 2020, Franklin Resources, Inc., a global investment management organization operating, together with its subsidiaries, as Franklin Templeton (“Franklin Templeton”), and Legg Mason, Inc. (“Legg Mason”) announced that they had entered into a definitive agreement (the “Transaction Agreement”) for Franklin Templeton to acquire Legg Mason in an all-cash transaction. As part of this transaction, the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and the Fund’s subadvisers, Martin Currie Inc. (the “Subadviser”) and Western Asset Management Company, LLC (“Western Asset”), each a wholly owned subsidiary of Legg Mason, would become subsidiaries of Franklin Templeton (the “Transaction”). The Transaction was subject to approval by Legg Mason’s shareholders and customary closing conditions, including receipt of applicable regulatory approvals. The Transaction was consummated on July 31, 2020. Under the Investment Company Act of 1940, as amended (the “1940 Act”), consummation of the Transaction resulted in the automatic termination of the Fund’s existing management agreement and existing subadvisory agreements (the “Existing Agreements”).

At a meeting held on April 6, 2020, the Fund’s Board of Trustees (the “Board”) approved a new management agreement (the “Management Agreement”) with the Manager and a new subadvisory agreement between the Manager and the Subadviser and a new subadvisory agreement between the Manager and Western Asset pursuant to which Western Asset is engaged to provide day-to-day management of that portion of the Fund’s cash and short-term investments allocated to Western Asset under such subadvisory agreement. (Each subadvisory agreement is referred to as a “Subadvisory Agreement”). (The Management Agreement and Subadvisory Agreements are collectively referred to as the “Agreements.”) The meeting was held telephonically based on exemptive relief issued by the Securities and Exchange Commission, with the Board’s intention to ratify the approval of the Agreements at its next in-person meeting.

On March 9, 2020, during a telephonic meeting of the Board, the Board met with representatives of Legg Mason, the parent company of the Manager, the Subadviser and Western Asset, and representatives of Franklin Templeton to discuss the Transaction. The Board was advised that the Fund would not bear the costs of obtaining shareholder approval of the Agreements, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statement, regardless of whether the Transaction was consummated. On March 31, 2020 and April 2, 2020, the trustees who are not “interested persons” of the Fund (as defined in the 1940 Act) (the “Independent Trustees”), separately met, with the assistance of their independent legal counsel, to review and evaluate the materials provided by Legg Mason, Franklin Templeton, the Manager, the Subadviser and Western Asset to assist the Board, and in particular the Independent Trustees, in considering the Agreements. On April 6, 2020, the Board received a presentation from senior Fund management and representatives from Franklin Templeton and reviewed and evaluated the materials, including supplemental materials, provided to assist the Board in

 

 

 

Martin Currie SMASh Series EM Fund   29


Board approval of new management and

new subadvisory agreements (unaudited) (cont’d)

 

considering the Agreements. Prior to the Board’s approval of the Agreements, as a part of the April 6 meeting, the Independent Trustees further discussed the Agreements in an executive session with independent legal counsel and recommended their approval.

In the event the Fund’s shareholders did not approve the Agreements prior to the completion of the Transaction, at its April 6, 2020 meeting, the Board also approved an interim management agreement with the Manager and interim subadvisory agreements between the Manager and the Subadviser and between the Manager and Western Asset that would take effect upon the closing of the Transaction to enable the Manager, Subadviser and Western Asset to serve as investment managers of the Fund following the termination of the Existing Agreements and pending shareholder approval of the Agreements. At a meeting held on July 14, 2020, shareholders of the Fund approved the Agreements.

In voting to approve the Agreements, the Board, including the Independent Trustees, considered whether approval of the Agreements would be in the best interests of the Fund. No single factor or item of information reviewed by the Board was identified as the principal factor in determining whether to approve the Agreements. The Board considered that the terms of the Agreements were identical to the Existing Agreements, except for the dates of execution, effectiveness and termination, and that the Board had considered and approved the renewal of the Existing Agreements in November 2019. The Board also considered that the Existing Agreements are the product of multiple years of review and negotiation and information received and considered by the Board in the exercise of its business judgment during those years. The Board further considered that although no assets were currently being allocated to Western Asset, the Manager recommended that the Subadvisory Agreement with Western Asset be approved to permit allocation of assets to Western Asset at such time as the Manager determined to be appropriate. Based upon its evaluation of all material factors, including those described below, the Board concluded that the terms of each of the Agreements were reasonable and fair and that it was in the best interests of the Fund to approve the Agreements.

In evaluating the Agreements, the Board considered the information previously provided for the November 2019 renewal of the Existing Agreements, updated with more recent statistics, information and representations. Among such information was the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser and available to be provided by Western Asset under the Management Agreement and Subadvisory Agreements and information regarding the administrative and other services rendered to the Fund and its shareholders by the Manager and its affiliates and the Manager’s supervisory activities over the Subadviser and Western Asset. The Board noted that Franklin Templeton and Legg Mason had informed the Board that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Fund and its shareholders by the Manager, the Subadviser and

 

 

  
30    Martin Currie SMASh Series EM Fund


Western Asset, including compliance and other non-advisory services. The Board’s evaluation of the services provided by the Manager and the Subadviser took into account Franklin Templeton’s plans and intentions regarding the Fund and Legg Mason’s asset management business, including the preservation and continued operational and investment autonomy of the investment advisory businesses conducted by the Subadviser and Western Asset. The Board noted that Franklin Templeton did not expect to propose any changes to the investment objective of the Fund or any changes to the principal investment strategies of the Fund as a result of the Transaction. The Board also considered that there were not expected to be any changes to the Fund’s custodian or other service providers as a result of the Transaction. The Board also considered that Franklin Templeton’s distribution capabilities, particularly with respect to retail investors, and significant network of intermediary relationships may provide additional opportunities for the Fund to grow assets and lower expense ratios by spreading expenses over a larger asset base.

The Board also considered its knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment management and other capabilities of the Manager, the Subadviser and Western Asset, and the quality of the Manager’s administrative and other services. The Board considered information received at regular meetings throughout the year, including the policies and practices of the Subadviser regarding the selection of brokers and dealers and the execution of portfolio transactions for the Fund. The Board also considered the reputation, experience, financial strength and resources of Franklin Templeton and its investment advisory subsidiaries. The Board considered that on a regular basis it received and reviewed information from the Manager and the Fund’s Chief Compliance Officer regarding the compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act for the funds in the Legg Mason fund complex, including liquidity management programs and cybersecurity programs. The Board also considered information about Franklin Templeton’s compliance and risk management programs.

The Board noted that it had reviewed the qualifications, backgrounds and responsibilities of the senior personnel currently serving the Fund and had met and reviewed the backgrounds and qualifications of the senior personnel of Franklin Templeton responsible for the management of the advisory business. The Board considered that Legg Mason had put in place retention incentives for key personnel at the Manager until the closing of the Transaction and Franklin Templeton had provided long-term retention mechanisms for certain personnel, and that Franklin Templeton had represented that there were not expected to be any changes in the portfolio management personnel managing the Fund as a result of the Transaction. The Board considered Franklin Templeton’s and the Manager’s commitment to an effective transition and to continued high quality investment management and shareholder services following the Transaction.

 

 

 

Martin Currie SMASh Series EM Fund   31


Board approval of new management and new

subadvisory agreements (unaudited) (cont’d)

 

The Board received and reviewed performance information for the Fund and for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions Inc. (“Broadridge”), an independent provider of investment company data. The Board was provided a description of the methodology Broadridge used to determine the similarity of the Fund to the funds included in the Performance Universe. The Broadridge data also included a comparison of the Fund’s performance to the Fund’s designated benchmark index. The Board noted that although useful, the data provided by Broadridge may vary depending on the year-end dates selected and the selection of a peer group and, therefore, recognized its limitations. In addition, the Board noted that it had received and discussed at periodic intervals information comparing the Fund’s performance to that of its Performance Universe and benchmark index, as well as other performance measures, such as Morningstar rankings, and had met with the Fund’s portfolio managers at in-person meetings during the year.

The Board noted that the Fund’s performance for the one-year period ended December 31, 2019 placed the Class I Shares in the third quintile (the first quintile being the best performers and the fifth quintile being the worst performers). The Board considered the Manager’s assessment that because of the Fund’s unique structure as a completion portfolio, it is not intended to be evaluated on its own and, therefore, is not comparable to the traditional open-end funds included in the Peer Universe. The Board also noted the limited period of time on which to evaluate performance. The Board also reviewed updated performance information. In addition, based on their review of materials provided and assurances received, the Board determined that the Transaction was not expected to affect adversely the nature, extent and quality of services provided. The Board noted that its evaluation of the factors of the nature, extent and quality of services and performance led it to conclude that it was in the best interests of the Fund to approve the Agreements.

The Board noted that the Fund does not pay a management fee and considered this in light of the nature, extent and quality of the management and subadvisory services provided by the Manager and the Subadviser, respectively. The Board also recognized that the Manager had agreed to pay all operating expenses of the Fund, except custody holdings charges, interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses. The Board also considered that this arrangement continued until December 31, 2021 and Franklin Templeton’s statement that it had no current intention to change the arrangement. The Board reviewed the subadvisory fees, noting that the Manager, and not the Fund, pays the fee to the Subadviser and would pay the fee to Western Asset. The Board recognized that shareholders of the Fund are participants in separately managed account programs and pay fees to the program sponsors for the costs and expenses of the program, including fees for advice and portfolio execution. The Board noted that when a program participant, along or with his or her program sponsor, elects to allocate assets to the investment strategy managed or advised by an affiliate of the Manager, that affiliate receives a fee from the

 

 

  
32    Martin Currie SMASh Series EM Fund


 

program sponsor for managing or advising those assets, including assets that may be invested in the Fund. The Board further noted that, in certain cases, a participant will pay a fee for investment advice directly to an affiliate of the Manager in its capacity as adviser or subadviser to the participant’s account. Based on their review of the materials provided and the assurances they had received from Franklin Templeton and Legg Mason, the Board determined that the Transaction would not increase the total fees payable by the Fund for management services.

The Board received and reviewed an analysis of Legg Mason complex-wide management fees for funds with a similar strategy, if any, provided by the Manager, which, among other things, set out a framework of fees based on asset classes. The Manager reviewed with the Board the differences in services provided to these different types of accounts, including that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board noted that the Fund pays no management fee as compared to the fees paid by other types of accounts.

Additionally, the Board received and considered information comparing the Fund’s overall expense ratio with those of a group of funds selected by Broadridge as comparable to the Fund and with a broader universe of funds also selected by Broadridge. With respect to the Fund, the Board noted that the actual total expense ratio was lower than the Broadridge expense group median (first quintile) and lower than the expense universe median (first quintile) (the first quintile being the lowest fees and the fifth quintile being the highest fees). It was noted that, while the Board has found the Broadridge data generally useful, they recognized its limitations, including that the data may vary depending on the selection of the peer group.

The Board was provided an overview of the process followed in conducting the profitability study and received an updated report on the profitability of Legg Mason in providing services to the Fund, based on financial information and business data for the 12 months ended March 31, 2019, which corresponds to Legg Mason’s fiscal year end, and for the period from September 2019 to February 2020. The Board noted that it previously had received a report from the independent consultant engaged by Legg Mason to assess the methodologies used by Legg Mason for its profitability study in connection with its review of the Existing Agreements. The Board considered the profitability study along with the other materials previously provided to the Board and concluded that the profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.

The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund as the Fund’s assets have grown and whether the Fund has appropriately benefited from any economies of scale.

 

 

 

Martin Currie SMASh Series EM Fund   33


Board approval of new management and new

subadvisory agreements (unaudited) (cont’d)

 

Given the asset size of the Fund and the complex, that the Fund pays no management fee to the Manager and that the Manager has agreed to pay all operating expenses of the Fund, except custody holdings charges, interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, the Board concluded that any economies of scale currently being realized were appropriately reflected in the management fee structure.

The Board considered other benefits received by the Manager and its affiliates as a result of the Manager’s relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders, enhanced industry recognition and the potential for reduced vendor pricing. The Board also considered that Franklin Templeton may derive reputational and other benefits from its ability to use the Legg Mason investment affiliates’ names in connection with operating and marketing the funds. The Board considered that the Transaction would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities. The Board noted that Franklin Templeton and Legg Mason, as a result of the potential benefits derived from the Transaction, have a financial interest in the matters that were being considered. The Board also took note of information provided regarding amounts received by the Fund’s distributor and intermediary arrangements.

The Board considered that the senior management team at Legg Mason expressed support for the Transaction and Legg Mason recommended that the Board approve the Agreements. The Board also considered that, under the Transaction Agreement, Franklin Templeton has acknowledged that Legg Mason had entered into the Transaction Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that Franklin Templeton represented to the Board that it would conduct its business such that (a) for a period of not less than three years after the closing of the Transaction no more than 25% of the members of the Board shall be “interested persons” (as defined in the 1940 Act) of any investment adviser of the Fund, and (b) for a period of not less than two years after the closing, neither Franklin Templeton nor any of its affiliates shall impose an “unfair burden” (within the meaning of the 1940 Act) on the Fund as a result of the transactions contemplated by the Transaction Agreement.

After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Board, including the Independent Trustees, concluded that the Agreements for the Fund were fair and reasonable and that entering into the Agreements for the Fund was in the best interests of the Fund’s shareholders, and the Board voted to approve the Agreements and to recommend that shareholders approve the Agreements.

 

 

  
34    Martin Currie SMASh Series EM Fund


Additional shareholder information (unaudited)

 

Results of special meeting of shareholders

On July 14, 2020 a special meeting of shareholders was held for the following purposes: 1) to approve a new management agreement between the Fund and its investment adviser; and 2) to approve a new subadvisory agreement with respect to each of the Fund’s subadvisers. The following table provides the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each matter voted on at the special meeting of shareholders.

 

Item Voted On    Voted For      Voted Against      Abstentions      Broker
Non-Votes
 
To Approve a New Management            
Agreement with Legg Mason            
Partners Fund Advisor, LLC      82,738,129.759        18,838.990        0        0  
To Approve a New Subadvisory            
Agreement with Martin Currie Inc.      82,738,129.759        18,838.990        0        0  
To Approve a New Subadvisory            
Agreement with Western Asset            
Management Company, LLC      82,738,129.759        18,838.990        0        0  

 

 

 

Martin Currie SMASh Series EM Fund   35


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Martin Currie SMASh Series EM Fund (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Trustees and officers of the Fund is set forth below.

The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Fund at 1-877-721-1926.

 

Independent Trustees
Ruby P. Hearn  
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years   Senior Vice President Emerita of The Robert Wood Johnson Foundation (non-profit) (since 2001); Member of the National Academy of Medicine (formerly known as the Institute of Medicine) (since 1982); formerly, Trustee of the New York Academy of Medicine (2004 to 2011); Director of the Institute for Healthcare Improvement (2002 to 2011); Senior Vice President of The Robert Wood Johnson Foundation (1996 to 2001); Fellow of The Yale Corporation (1992 to 1998)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   None
Arnold L. Lehman  
Year of birth   1944
Position(s) with Trust   Trustee and Chairman
Term of office1 and length of time served2   Since 1982 and since 2015
Principal occupation(s) during the past five years   Senior Advisor, Phillips (auction house) (since 2015); formerly, Fellow, Ford Foundation (2015 to 2016); Director of the Brooklyn Museum (1997 to 2015)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Trustee of American Federation of Arts (since 2002)

 

 

  
36    Martin Currie SMASh Series EM Fund


 

 

Independent Trustees (cont’d)
Robin J.W. Masters
Year of birth   1955
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired; formerly, Chief Investment Officer of ACE Limited (insurance) (1986 to 2000)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of HSBC Managed Portfolios Limited, HSBC Corporate Money Funds Limited and HSBC Specialist Funds Limited (since 2020); formerly, Director of Cheyne Capital International Limited (investment advisory firm) (2005 to 2020); Director/ Trustee of Legg Mason Institutional Funds plc, Western Asset Fixed Income Funds plc and Western Asset Debt Securities Fund plc. (2007 to 2011)
Jill E. McGovern
Year of birth   1944
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1989
Principal occupation(s) during the past five years   Senior Consultant, American Institute for Contemporary German Studies (AICGS) (since 2007); formerly, Chief Executive Officer of The Marrow Foundation (non-profit) (1993 to 2007); Executive Director of the Baltimore International Festival (1991 to 1993); Senior Assistant to the President of The Johns Hopkins University (1986 to 1990)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of International Biomedical Research Alliance (2002 to 2010); Director of Lois Roth Endowment (2005 to 2012)
Arthur S. Mehlman
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired. Director, The University of Maryland Foundation (since 1992); formerly, Director, The League for People with Disabilities (2003 to 2017); Director, Municipal Mortgage & Equity LLC (2004 to 2011); Partner (1972 to 2002), Partner-in-Charge of the Audit Practice for Baltimore and Washington offices (1998 to 2001), and Managing Partner of the Baltimore office (1992 to 1995) at KPMG LLP (international accounting firm)
Number of funds in fund complex overseen by Trustee   Trustee of all Legg Mason Funds consisting of 20 portfolios; Director/Trustee of the Royce Family of Funds consisting of 22 portfolios
Other board memberships held by Trustee during the past five years   Director of Municipal Mortgage & Equity, LLC. (2004 to 2011)

 

 

 

Martin Currie SMASh Series EM Fund   37


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

 

Independent Trustees (cont’d)
G. Peter O’Brien
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1999
Principal occupation(s) during the past five years   Retired. Trustee Emeritus of Colgate University (since 2005); Board Member, Hill House, Inc. (residential home care) (since 1999); formerly, Board Member, Bridges School (pre-school) (2006 to 2017); Managing Director, Equity Capital Markets Group of Merrill Lynch & Co. (1971 to 1999)
Number of funds in fund complex overseen by Trustee   Trustee of all Legg Mason funds consisting of 20 portfolios; Director/Trustee of the Royce Family of Funds consisting of 22 portfolios
Other board memberships held by Trustee during the past five years   Director of TICC Capital Corp. (2003 to 2017)
S. Ford Rowan
Year of birth   1943
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Consultant to University of Maryland University College (since 2013); formerly, Chairman, National Center for Critical Incident Analysis (2004 to 2018); Lecturer in Organizational Sciences, George Washington University (2000 to 2014); Trustee, St. John’s College (2006 to 2012); Consultant, Rowan & Blewitt Inc. (management consulting) (1984 to 2007); Lecturer in Journalism, Northwestern University (1980 to 1993); Director, Santa Fe Institute (1999 to 2008)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   None

 

 

  
38    Martin Currie SMASh Series EM Fund


 

Independent Trustees (cont’d)    
Robert M. Tarola
Year of birth   1950
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years   President of Rights Advisory LLC (corporate finance and governance consulting) (since 2008); Member, Investor Advisory Group of the Public Company Accounting Oversight Board (since 2009); formerly, Chief Financial Officer, Little Company of Mary Hospital and Health Care Centers (healthcare provider network) (2018); Executive Vice President and Chief Financial Officer, Southcoast Health System, Inc. (healthcare provider network) (2015 to 2017); Senior Vice President and Chief Financial Officer of The Howard University (higher education and health care) (2009 to 2013); Senior Vice President and Chief Financial Officer of W.R. Grace & Co. (specialty chemicals) (1999 to 2008); Chief Financial Officer of MedStar Health, Inc. (healthcare) (1996 to 1999); Partner, PriceWaterhouse, LLP (accounting and auditing) (1984 to 1996)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of American Kidney Fund (renal disease assistance) (since 2008); Director and Board Chair of XBRL International, Inc. (global data standard setting) (since 2015); Director of Vista Outdoor, Inc. (consumer recreation products) (since 2015); formerly, Director of TeleTech Holdings, Inc. (business processing outsourcing) (2008 to 2018)
Interested Trustee and Officer    
Jane Trust, CFA3
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   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 149 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee   148
Other board memberships held by Trustee during the past five years   None

 

 

 

Martin Currie SMASh Series EM Fund   39


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers

Christopher Berarducci*
Legg Mason

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth   1974
Position(s) with Trust   Treasurer and Principal Financial Officer
Term of office1 and length of time served2   Since 2010 and 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.

Marc A. De Oliveira**
Legg Mason

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

Year of birth   1971
Position(s) with Trust   Secretary and Chief Legal Officer
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Associate General Counsel of Franklin Templeton (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)

Thomas C. Mandia

Legg Mason

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

Year of birth   1962
Position(s) with Trust   Senior Vice President
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)

 

 

  
40    Martin Currie SMASh Series EM Fund


 

 

Additional Officers (cont’d)

Ted P. Becker
Legg Mason

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth   1951
Position(s) with Trust   Chief Compliance Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020)

Susan Kerr
Legg Mason

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth   1949
Position(s) with Trust   Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during the past five years   Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of Legg Mason Investor Services, LLC (“LMIS”); formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020)

Jenna Bailey
Legg Mason

100 First Stamford Place, 5th Floor, Stamford, CT 06902

Year of birth   1978
Position(s) with Trust   Identity Theft Prevention Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020)

 

 

 

Martin Currie SMASh Series EM Fund   41


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

 

Additional Officers (cont’d)

Jeanne M. Kelly

Legg Mason

620 Eighth Avenue, 47th Floor, New York, NY 10018

Year of birth    1951
Position(s) with Trust    Senior Vice President
Term of office1 and length of time served2    Since 2007
Principal occupation(s) during the past five years    U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

Trustees who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Each of the Independent Trustees serves on the standing committees of the Board of Trustees, which include the Audit Committee (chair: Arthur S. Mehlman), the Nominating Committee (co-chairs: G. Peter O’Brien and Jill E. McGovern), and the Independent Trustees Committee (chair: Arnold L. Lehman).

 

*

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

 

**

Effective September 10, 2020, Mr. De Oliveira became Secretary and Chief Legal Officer.

 

1 

Each Trustee and officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.

 

2 

Indicates the earliest year in which the Trustee became a board member for a fund in the Legg Mason fund complex or the officer took such office.

 

3 

Ms. Trust is an “interested person” of the Fund, as defined in the 1940 Act, because of her position with LMPFA and/or certain of its affiliates.

 

 

  
42    Martin Currie SMASh Series EM Fund


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended July 31, 2020:

 

Record date:        12/17/2019  
Payable date:        12/18/2019  
Ordinary Income:           

Qualified Dividend Income for Individuals

       25.67
Foreign Source Income *        100.00
Foreign Taxes Paid Per Share        $ 0.003486  

 

*

Expressed as a percentage of the cash distribution grossed-up for foreign taxes.

The foreign taxes paid represent taxes incurred by the Fund on income received by the Fund from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax adviser regarding the appropriate treatment of foreign taxes paid.

 

 

 

Martin Currie SMASh Series EM Fund   43


Martin Currie

SMASh Series EM Fund

 

Trustees

Ruby P. Hearn

Arnold L. Lehman

Chairman

Robin J.W. Masters

Jill E. McGovern

Arthur S. Mehlman

G. Peter O’Brien

S. Ford Rowan

Robert M. Tarola

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Martin Currie Inc.

Distributor

Legg Mason Investor Services, LLC

Custodian

The Bank of New York Mellon

Transfer agent

BNY Mellon Investment

Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

Martin Currie SMASh Series EM Fund

The Fund is a separate investment series of Legg Mason Global Asset Management Trust, a Maryland statutory trust.

Martin Currie SMASh Series EM Fund

Legg Mason Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 1-877-721-1926.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-721-1926, (2) at www.leggmason.com/smashfunds and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of Martin Currie SMASh Series EM Fund and is not intended for distribution to prospective investors.

This report must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

www.leggmason.com/smashfunds

© 2020 Legg Mason Investor Services, LLC

Member FINRA, SIPC


Legg Mason Funds Privacy and Security Notice

 

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

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

The Type of Nonpublic Personal Information the Funds Collect About You

 

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

 

 

Personal information included on applications or other forms;

 

 

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

 

 

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

 

 

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

 

 

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

How the Funds Use Nonpublic Personal Information About You

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

NOT PART OF THE ANNUAL REPORT


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

 

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

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

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Funds at 1-877-721-1926.

Revised April 2018

 

NOT PART OF THE ANNUAL REPORT


www.leggmason.com/smashfunds

© 2020 Legg Mason Investor Services, LLC Member FINRA, SIPC

MCXX466309 9/20 SR20-3965


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 Trustees of the registrant has determined that Arthur S. Mehlman the Chairman of the Board’s Audit Committee and Robert M. Tarola, possess the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial experts,” and have designated Mr. Mehlman and Mr. Tarola as the Audit Committee’s financial experts. Mr. Mehlman and Mr. Tarola are “independent” Trustees pursuant to paragraph (a) (2) of Item 3 to Form N-CSR.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending July 31, 2019 and July 31, 2020 (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 $25,000 in July 31, 2019 and $27,500 in July 31, 2020.

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 $3,000 in July 31, 2019 and $0 in July 31, 2020.

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

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in July 31, 2019 and $0 in July 31, 2020. 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 to the service affiliates during the Reporting Periods that required pre-approval by the Audit Auditors Committee.

d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor were $0 in July 31, 2019 and $0 in July 31, 2020, other than the services reported in paragraphs (a) through (c) of this item for the Legg Mason Global Asset Management Trust.


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

(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c)

(7) of Rule 2-01 of Regulation S-X.

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

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

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

(2) For the Legg Mason Global Asset Management Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for July 31, 2019 and July 31, 2020; Tax Fees were 100% and 100% for July 31, 2019 and July 31, 2020; and Other Fees were 100% and 100% for July 31, 2019 and July 31, 2020.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Global Asset Management Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Global Asset Management Trust during the reporting period were $463,523 in July 31, 2019 and $657,336 in July 31, 2020.


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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a)

The independent board members are acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act. The Audit Committee consists of the following Board members:

Ruby P. Hearn

Arnold L. Lehman

Robin J.W. Masters

Jill E. McGovern

Arthur S. Mehlman

G. Peter O’Brien

S. Ford Rowan

Robert M. Tarola

 

  b)

Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

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


  (b)

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

 

ITEM 12.

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

Not applicable.

 

ITEM 13.

EXHIBITS.

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

Exhibit  99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT

 


SIGNATURES

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

 

Legg Mason Global Asset Management Trust
By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer

Date: September 23, 2020

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: September 23, 2020

 

By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer

Date: September 23, 2020