|
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
|
7
|
Statement of assets and liabilities (unaudited)
March 31, 2020
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
Investments, at value (Cost $141,101,678)
|
|
$
|
135,574,981
|
|
Dividends and interest receivable
|
|
|
116,603
|
|
Total Assets
|
|
|
135,691,584
|
|
|
|
Liabilities:
|
|
|
|
|
Investment management fee payable
|
|
|
61,731
|
|
Total Liabilities
|
|
|
61,731
|
|
Total Net Assets
|
|
$
|
135,629,853
|
|
|
|
Net Assets:
|
|
|
|
|
Par value (Note 5)
|
|
$
|
47
|
|
Paid-in capital in excess of par value
|
|
|
141,636,898
|
|
Total distributable earnings (loss)
|
|
|
(6,007,092)
|
|
Total Net Assets
|
|
$
|
135,629,853
|
|
|
|
Shares Outstanding
|
|
|
4,650,000
|
|
|
|
Net Asset Value
|
|
$
|
29.17
|
|
See Notes to Financial
Statements.
|
|
|
8
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
Statement of operations (unaudited)
For the
Six Months Ended March 31, 2020
|
|
|
|
|
|
|
Investment Income:
|
|
|
|
|
Dividends
|
|
$
|
857,820
|
|
Interest
|
|
|
28,556
|
|
Less: Foreign taxes withheld
|
|
|
(3,688)
|
|
Total Investment Income
|
|
|
882,688
|
|
|
|
Expenses:
|
|
|
|
|
Investment management fee (Note 2)
|
|
|
379,028
|
|
Total Expenses
|
|
|
379,028
|
|
Net Investment Income
|
|
|
503,660
|
|
|
|
Realized and Unrealized Loss on Investments (Notes 1 and 3):
|
|
|
|
|
Net Realized Loss From Investment Transactions
|
|
|
(485,380)
|
|
Change in Net Unrealized Appreciation (Depreciation) From
Investments
|
|
|
(12,176,156)
|
|
Net Loss on Investments
|
|
|
(12,661,536)
|
|
Decrease in Net Assets From Operations
|
|
$
|
(12,157,876)
|
|
See Notes to Financial
Statements.
|
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
|
9
|
Statements of changes in net assets
|
|
|
|
|
|
|
|
|
For the Six Months Ended March 31, 2020 (unaudited)
and the Year Ended September 30, 2019
|
|
2020
|
|
|
2019
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
503,660
|
|
|
$
|
766,037
|
|
Net realized gain (loss)
|
|
|
(485,380)
|
|
|
|
1,735,399
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
(12,176,156)
|
|
|
|
1,337,495
|
|
Increase (Decrease) in Net Assets From Operations
|
|
|
(12,157,876)
|
|
|
|
3,838,931
|
|
|
|
|
Distributions to Shareholders From (Note 1):
|
|
|
|
|
|
|
|
|
Total distributable earnings
|
|
|
(1,096,747)
|
|
|
|
(525,004)
|
|
Decrease in Net Assets From Distributions to
Shareholders
|
|
|
(1,096,747)
|
|
|
|
(525,004)
|
|
|
|
|
Fund Share Transactions (Note 5):
|
|
|
|
|
|
|
|
|
Net proceeds from sale of shares (650,000 and 2,250,000 shares issued, respectively)
|
|
|
21,964,434
|
|
|
|
68,053,891
|
|
Cost of shares repurchased (50,000 and 250,000 shares repurchased, respectively)
|
|
|
(1,300,958)
|
|
|
|
(7,502,689)
|
|
Increase in Net Assets From Fund Share Transactions
|
|
|
20,663,476
|
|
|
|
60,551,202
|
|
Increase in Net Assets
|
|
|
7,408,853
|
|
|
|
63,865,129
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
128,221,000
|
|
|
|
64,355,871
|
|
End of period
|
|
$
|
135,629,853
|
|
|
$
|
128,221,000
|
|
See Notes to Financial
Statements.
|
|
|
10
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
Financial highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of beneficial interest outstanding
throughout each year ended September 30,
unless otherwise
noted:
|
|
|
|
20201,2
|
|
|
20191
|
|
|
20181
|
|
|
20171,3
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
|
$31.66
|
|
|
|
$31.39
|
|
|
|
$26.16
|
|
|
|
$24.84
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.12
|
|
|
|
0.24
|
|
|
|
0.17
|
|
|
|
0.06
|
|
Net realized and unrealized gain (loss)
|
|
|
(2.35)
|
|
|
|
0.21
|
|
|
|
5.13
|
|
|
|
1.26
|
|
Total income (loss) from operations
|
|
|
(2.23)
|
|
|
|
0.45
|
|
|
|
5.30
|
|
|
|
1.32
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.22)
|
|
|
|
(0.18)
|
|
|
|
(0.07)
|
|
|
|
|
|
Net realized gains
|
|
|
(0.04)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.26)
|
|
|
|
(0.18)
|
|
|
|
(0.07)
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
|
$29.17
|
|
|
|
$31.66
|
|
|
|
$31.39
|
|
|
|
$26.16
|
|
Total return, based on NAV4
|
|
|
(7.18)
|
%
|
|
|
1.55
|
%
|
|
|
20.28
|
%
|
|
|
5.31
|
%
|
|
|
|
|
|
Net assets, end of period (000s)
|
|
|
$135,630
|
|
|
|
$128,221
|
|
|
|
$64,356
|
|
|
|
$36,627
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
0.53
|
%5
|
|
|
0.53
|
%
|
|
|
0.53
|
%
|
|
|
0.53
|
%5
|
Net expenses
|
|
|
0.53
|
5
|
|
|
0.53
|
|
|
|
0.53
|
|
|
|
0.53
|
5
|
Net investment income
|
|
|
0.70
|
5
|
|
|
0.80
|
|
|
|
0.59
|
|
|
|
0.62
|
5
|
|
|
|
|
|
Portfolio turnover rate6
|
|
|
8
|
%
|
|
|
16
|
%
|
|
|
15
|
%
|
|
|
2
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
For the six months ended March 31, 2020 (unaudited).
|
3
|
For the period May 3, 2017 (inception date) to September 30, 2017.
|
4
|
Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would
have been lower. The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
|
6
|
Portfolio turnover excludes the value of portfolio securities received or delivered as a result of in-kind fund share
transactions.
|
See Notes to
Financial Statements.
|
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
|
11
|
Notes to financial statements (unaudited)
1. Organization and significant accounting policies
ClearBridge All Cap Growth ETF (the Fund) is a separate diversified investment series of Legg Mason ETF Investment 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.
The Fund is an actively managed exchange-traded fund (ETF). ETFs are funds that trade like other publicly-traded securities. Unlike shares of a mutual fund, which can be bought from and redeemed by the
issuing fund by all shareholders at a price based on net asset value (NAV), shares of the Fund may be directly purchased from and redeemed by the Fund at NAV solely by certain large institutional investors who have entered into
agreements with the Funds distributor (Authorized Participants). Also unlike shares of a mutual fund, shares of the Fund are listed on a national securities exchange and trade in the secondary market at market prices that change
throughout the day.
Shares of the Fund are listed and traded at market prices on NASDAQ. The market price for the Funds shares may be different
from the Funds NAV. The Fund issues and redeems shares at NAV only in blocks of a specified number of shares or multiples thereof (Creation Units). Only Authorized Participants may purchase or redeem Creation Units directly with
the Fund at NAV. Creation Units are created and redeemed principally in-kind (although under some circumstances its shares are created and redeemed partially for cash). Except when aggregated in Creation
Units, shares of the Fund are not redeemable securities. Shareholders who are not Authorized Participants may not redeem shares directly from the Fund at NAV.
The Fund seeks to achieve long-term capital appreciation through investing in a diversified portfolio of large, medium and small capitalization stocks that have the potential for above-average long-term earnings
and/or cash flow growth.
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
|
|
|
12
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
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 use the currency exchange rates, generally determined as of 4:00 p.m. (London 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 Funds Board of Trustees.
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
Funds 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 issuers financial statements; the purchase price of the security; the discount from market value of unrestricted securities of
the same class at the time of purchase; analysts research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting
the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
|
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
|
13
|
Notes to financial statements
(unaudited) (contd)
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.
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 Funds 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 Funds assets carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
Description
|
|
Quoted Prices
(Level 1)
|
|
|
Other Significant
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Common Stocks
|
|
$
|
133,644,786
|
|
|
|
|
|
|
|
|
|
|
$
|
133,644,786
|
|
Short-Term Investments
|
|
|
1,930,195
|
|
|
|
|
|
|
|
|
|
|
|
1,930,195
|
|
Total Investments
|
|
$
|
135,574,981
|
|
|
|
|
|
|
|
|
|
|
$
|
135,574,981
|
|
|
See Schedule of Investments for additional detailed categorizations.
|
(b) Foreign investment risks. The Funds investments in foreign securities may involve risks not present in domestic investments. Since
securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect
the value of the investments and earnings of the Fund. Foreign
|
|
|
14
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
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.
(c) 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.
(d) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. 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.
(e) Federal and other taxes. It is the Funds policy to comply with the federal income and excise tax requirements of the Internal Revenue
Code of 1986 (the Code), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements
imposed by the Code. Therefore, no federal or state income tax provision is required in the Funds financial statements.
Management has analyzed
the Funds tax positions taken on income tax returns for all open tax years and has concluded that as of September 30, 2019, no provision for income tax is required in the Funds financial statements. The Funds federal and state
income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(f) 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.
|
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
|
15
|
Notes to financial statements
(unaudited) (contd)
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (LMPFA) is the Funds investment manager and ClearBridge Investments, LLC (ClearBridge) is the Funds subadviser. Western Asset Management
Company, LLC (Western Asset) manages the portion of the Funds cash and short-term instruments allocated to it. LMPFA, ClearBridge and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (Legg Mason).
LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund. The Fund is responsible for paying interest expenses, taxes, brokerage expenses, future 12b-1 fees (if any), acquired fund
fees and expenses, extraordinary expenses and the management fee payable to LMPFA under the investment management agreement.
Under the investment
management agreement and subject to the general supervision of the Funds Board of Trustees, LMPFA provides or causes to be furnished all investment management, supervisory, administrative and other services reasonably necessary for the
operation of the Fund, including certain distribution services (provided pursuant to a separate distribution agreement) and investment advisory services (provided pursuant to separate subadvisory agreements) under a unitary fee structure. The Fund
pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.53% of the Funds average daily net assets.
As
compensation for its subadvisory services, LMPFA pays ClearBridge a fee monthly, at an annual rate equal to 70% of the management fee paid by the Fund to LMPFA, net of (i) all fees and expenses incurred by LMPFA under the investment management
agreement (including without limitation any subadvisory fee paid to another subadviser to the Fund) and (ii) expense waivers, if any, and reimbursements. LMPFA pays Western Asset monthly a fee of 0.02% of the portion of the Funds average
daily net assets allocated to Western Asset for the management of cash and other short-term instruments, net of expense waivers, if any, and reimbursements.
Legg Mason Investor Services, LLC, a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the distributor of Creation Units for the Fund on an agency basis.
The Funds Board of Trustees has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan,
the Fund is authorized to pay service and/or distribution fees calculated at an annual rate of up to 0.25% of its average daily net assets. No service and/or distribution fees are currently paid by the Fund, and there are no current plans to impose
these fees.
All officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
|
|
|
16
|
|
ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
3. Investments
During the six months ended March 31, 2020, the aggregate cost of purchases and proceeds from sales of investments (excluding in-kind transactions and short-term
investments) were as follows:
|
|
|
|
|
Purchases
|
|
$
|
13,936,320
|
|
Sales
|
|
|
11,410,534
|
|
During the six months ended March 31, 2020, in-kind transactions (Note 5) were as
follows:
|
|
|
|
|
Contributions
|
|
$
|
21,414,808
|
|
Redemptions
|
|
|
1,280,097
|
|
Realized gain (loss)*
|
|
|
132,804
|
|
*
|
Net realized gains on redemptions in-kind are not taxable to the remaining shareholders of the Fund.
|
The in-kind contributions and in-kind redemptions
shown in this table may not agree with the Fund Share Transactions on the Statement of Changes in Net Assets. This table represents the accumulation of the Funds daily net shareholder transactions while the Statement of Changes in Net Assets
reflects gross shareholder transactions including any cash component of the transactions.
At March 31, 2020, the aggregate cost of investments and
the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Gross
Unrealized
Appreciation
|
|
|
Gross
Unrealized
Depreciation
|
|
|
Net
Unrealized
Depreciation
|
|
Securities
|
|
$
|
141,101,678
|
|
|
$
|
10,073,168
|
|
|
$
|
(15,599,865)
|
|
|
$
|
(5,526,697)
|
|
4. Derivative instruments and hedging activities
During the six months ended March 31, 2020, the Fund did not invest in derivative instruments.
5. Fund share transactions
At March 31,
2020, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. Fund shares are issued and redeemed by the Fund only in Creation Units or Creation Unit aggregations, where 50,000 shares of
the Fund constitute a Creation Unit. Such transactions are made principally on an in-kind basis and under some circumstances partially on a cash basis, with a separate cash payment, which is a balancing cash
component to equate the transaction to the net asset value per share of the Fund on the transaction date. Transactions in capital shares of the Fund are disclosed in detail in the Statement of Changes in Net Assets. Authorized Participants are
subject to standard creation and redemption transaction fees to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. Creations and redemptions for cash (when cash creations and redemptions are
available or specified) may be subject to an additional variable fee.
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ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
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17
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Notes to financial statements
(unaudited) (contd)
6. Other matters
On February 18, 2020,
Franklin Resources, Inc. (Franklin Resources) and Legg Mason announced that they have entered into a definitive agreement for Franklin Resources to acquire Legg Mason in an all-cash transaction. As
part of this transaction, LMPFA and the subadviser(s), each currently a subsidiary of Legg Mason, would become a subsidiary of Franklin Resources. The transaction is subject to approval by Legg Masons shareholders and customary closing
conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of the other conditions, the transaction is expected to be consummated later this year.
Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the Funds management contract, and any
related subadvisory contract(s), where applicable. Therefore, the Funds Board has approved new management and subadvisory contracts, where applicable, that will be presented to the shareholders of the Fund for their approval.
***
The outbreak of the respiratory illness COVID-19 (commonly referred to as coronavirus) has continued to rapidly spread around the world, causing considerable uncertainty for the global economy and financial markets. The ultimate economic
fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the
Funds investments, impair the Funds ability to satisfy redemption requests, and negatively impact the Funds performance. In addition, the outbreak of COVID-19, and measures taken to mitigate
its effects, could result in disruptions to the services provided to the Fund by its service providers.
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18
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ClearBridge All Cap Growth ETF 2020 Semi-Annual Report
|
Board approval of management and
subadvisory agreements (unaudited)
At a meeting of the
Trusts Board of Trustees, the Board considered the re-approval for an annual period of the management agreement pursuant to which Legg Mason Partners Fund Advisor, LLC (the Manager) provides
the Fund with investment advisory and administrative services, the sub-advisory agreement pursuant to which ClearBridge Investments, LLC (ClearBridge) provides day-to-day management of the Funds portfolio, and the sub-advisory agreement pursuant to which Western Asset Management Company, LLC (Western Asset
and, together with ClearBridge, the Sub-Advisers) provides day-to-day management of the Funds cash and
short-term instruments allocated to it by the Manager. (The management agreement and sub-advisory agreements are collectively referred to as the Agreements.) The Manager and the Sub-Advisers are wholly-owned subsidiaries of Legg Mason, Inc. The Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended (the Independent
Trustees)) of the Fund were assisted in their review by Fund counsel and independent legal counsel and met with independent legal counsel in executive sessions separate from representatives of the Manager and the
Sub-Advisers. The Independent Trustees requested and received information from the Manager and the Sub-Advisers they deemed reasonably necessary for their review of the
Agreements and the performance of the Manager and the Sub-Advisers. Included was information about the Manager, the Sub-Advisers and the Funds distributor, as well
as the management, sub-advisory and distribution arrangements and services provided to the Fund and other funds overseen by the Board. This information was initially reviewed by a special committee of the
Independent Trustees and then by the full Board.
In voting to approve the Agreements, the Independent Trustees considered whether the approval of the
Agreements would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below.
Nature, Extent and Quality of the Services provided to the Fund under the Management Agreement and Sub-Advisory Agreements
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and Sub-Advisory Agreements, respectively, during the past year. The Trustees also considered the Managers supervisory
activities over the Sub-Advisers. In addition, the Independent Trustees received and considered other information regarding the administrative and other services rendered to the Fund by the Manager, including
services specific to the Funds operation as an exchange-traded fund. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Funds affairs and
the Managers role in coordinating the activities of the Sub-Advisers and the Funds other service providers. The Boards evaluation of the services provided by the Manager and the Sub-Advisers took into account the Boards 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
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ClearBridge All Cap Growth ETF
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19
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Board approval of management and
subadvisory agreements (unaudited) (contd)
Manager and the Sub-Advisers and the quality of
the Managers administrative and other services. The Board observed that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the
Funds compliance programs specific to the Funds operation as an exchange-traded fund. The Board reviewed information received from the Manager and the Funds Chief Compliance Officer regarding the Funds compliance policies and
procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended.
The Board
reviewed the qualifications, backgrounds and responsibilities of the Funds senior personnel and the portfolio management team primarily responsible for the
day-to-day portfolio management of the Fund. The Board considered the services provided to the Legg Mason fund complex and the Managers commitment to continue to
provide effective and efficient investment management services. The Board also considered, based on its knowledge of the Manager and the Managers affiliates, the financial resources available to the Managers parent organization, Legg
Mason, Inc.
The Board considered the division of responsibilities among the Manager and the Sub-Advisers and the
oversight provided by the Manager. The Board also considered the arrangements for communication and processing of orders for creations and redemptions of Fund shares. In addition, management also reported to the Board on, among other things, its
business plans regarding exchange-traded funds, recent organizational changes, portfolio manager compensation plan and policy regarding portfolio managers ownership of fund shares.
The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the respective Agreement by the Manager and the Sub-Advisers.
Fund Performance
The Board received and reviewed performance information for the Fund and for a group of multi-cap growth and multi-cap core
institutional actively managed exchange-traded funds (the Performance Group) selected by Broadridge Financial Solutions Inc. (Broadridge), an independent provider of investment company data. The Board was provided with a
description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Group. The Trustees noted that they also had received and discussed with management at periodic intervals information
on the investment performance of the Fund in comparison to similar exchange-traded funds and benchmark performance indices. The information comparing the Funds performance to that of the Performance Group was for the one-year period ended June 30, 2019 and the period since the Funds inception (May 3, 2017) through June 30, 2019. The Fund performed better than the median performance of the funds in the Performance
Group and was ranked in the
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20
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ClearBridge All Cap Growth ETF
|
first quintile of the funds in the Performance Group for each period. The Board reviewed performance information provided by the Manager for periods ended September 30, 2019, which showed
that the Funds performance was better than the Broadridge category average during the third quarter. The Trustees noted that the Manager and ClearBridge were committed to providing the resources necessary to assist the Funds portfolio
managers. Based on its review, and noting the limited period of performance data available, the Board was satisfied with the Funds performance. The Board determined to continue to evaluate the Funds performance and directed the
Independent Trustees performance committee to continue to periodically review Fund performance with the Manager and report to the full Board during periods between Board meetings.
Management Fees and Expense Ratios
The Board reviewed and considered the contractual
management fee rate (the Actual Management Fee) paid by the Fund to the Manager over the Funds last fiscal year in light of the nature, extent and quality of the management and sub-advisory
services provided by the Manager and the Sub-Advisers, respectively. The Board noted that the Manager, and not the Fund, pays the sub-advisory fees to the Sub-Advisers and, accordingly, that the retention of the Sub-Advisers does not increase the fees and expenses incurred by the Fund. The Board also noted that the Manager pays
all fund expenses, other than the Actual Management Fee and certain other expenses. Because of the Funds unitary fee structure, the Board recognized that the Funds fees and expenses will vary within a much smaller range and
the Manager will bear the risk that Fund expenses may increase over time. On the other hand, the Board noted that it is possible that the Manager could earn a profit on the fees charged under the management agreement and would benefit from any price
decreases in third-party services covered by the management agreement.
The Board also reviewed information regarding the fees the Manager and
ClearBridge charged any of their U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, institutional separate and commingled accounts and retail managed accounts. The Manager reviewed with the
Board the significant differences in the scope of services provided to the Fund and to such other clients, noting that the Fund is provided with regulatory compliance and administrative services, office facilities and Fund officers (including the
Funds chief financial, chief legal and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers, including the
Sub-Advisers. The Board considered the fee comparisons in light of the scope of services required to manage these different types of accounts. Management also discussed with the Board the Funds
distribution arrangements.
Additionally, the Board received and considered information comparing the Funds Actual Management Fee and the
Funds overall expense ratio with those of the same group of institutional actively managed exchange-traded funds, which included two multi-cap growth
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ClearBridge All Cap Growth ETF
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21
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Board approval of management and
subadvisory agreements (unaudited) (contd)
funds and five multi-cap core funds, selected
by Broadridge as the Performance Group for the Fund (the Expense Group), and the Funds overall expense ratio with a broader group of funds selected by Broadridge consisting of all institutional actively managed multi-cap growth and multi-cap core exchange-traded funds (the Expense Universe). This information showed that the Funds Actual Management Fee was lower than
the median of management fees paid by the funds in the Expense Group, and that the Funds total expense ratio was lower than the median of the total expense ratios of the funds in the Expense Group (before and after fee waivers and expense
reimbursements) and the funds in the Expense Universe.
Manager Profitability
The Board received and considered a profitability analysis of the Manager and its affiliates in providing services to the Fund. The Board also received
profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to the Managers allocation methodologies used in preparing this profitability data as well as a report
from an outside consultant that had reviewed the Managers methodology. The Board noted the profitability percentage ranges determined by appropriate court cases to be reasonable given the services rendered to investment companies. The Board
determined that the Managers profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.
Economies of Scale
The Board discussed any economies of scale or other efficiencies that may
result from increases in the Funds assets. The Board noted that the Funds management agreement did not provide for any breakpoints in the Funds Actual Management Fee to the extent the assets of the Fund increase. The Board further
noted that should material economies of scale exist in the future, a breakpoint structure for the Fund may be appropriate, and that it would continue to monitor the sharing of economies of scale to determine the appropriateness of adding breakpoints
in the future. The Board also noted that there are various ways to share potential economies of scale with Fund shareholders and that it appeared that the benefits of any economies of scale would be appropriately shared with shareholders through
increased investment in fund management and administration resources.
Taking all of the above into consideration, the Board determined that the
management fee was reasonable in light of the comparative performance and expense information and the nature, extent and quality of the services provided to the Fund under the Agreements.
Other Benefits to the Manager
The Board considered other benefits received by the Manager and
its affiliates, including the Sub-Advisers, as a result of the Managers relationship with the Fund, including the opportunity to offer additional products and services such as 529 College Savings Plans
and retail managed accounts.
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22
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ClearBridge All Cap Growth ETF
|
In light of the costs of providing investment management and other services to the Fund and the Managers ongoing
commitment to the Fund, the profits and other ancillary benefits that the Manager and its affiliates received were considered reasonable.
Based on their
discussions and considerations, including those described above, the Trustees approved the Management Agreement and the Sub-Advisory Agreements to continue for another year.
No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreements.
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ClearBridge All Cap Growth ETF
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23
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(This page intentionally left blank.)
ClearBridge
All Cap Growth ETF
Trustees
Paul R. Ades
Andrew L. Breech
Dwight B. Crane
Althea L. Duersten
Stephen R. Gross
Susan M. Heilbron
Frank G. Hubbard
Howard J. Johnson
Chairman
Jerome H. Miller
Ken Miller
Thomas F. Schlafly
Jane Trust
Investment manager
Legg Mason Partners Fund Advisor, LLC
Subadviser
ClearBridge Investments, LLC
Custodian
The Bank of New York
Mellon
Transfer agent
The Bank
of New York Mellon
240 Greenwich Street
New York, NY
10286
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
ClearBridge All Cap Growth ETF
The Fund is a separate investment series of Legg Mason ETF Investment Trust, a Maryland statutory trust.
ClearBridge All Cap Growth ETF
Legg Mason Funds
620 Eighth Avenue, 49th 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 Funds Forms N-PORT are
available on the SECs website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 1-877-721-1926.
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/etf and (3) on the SECs website at www.sec.gov.
This report is submitted for the general information of the shareholders of ClearBridge
All Cap Growth ETF. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.
Investors should consider the Funds 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
© 2020 Legg Mason Investor Services, LLC
Member FINRA, SIPC
www.leggmason.com
© 2020 Legg Mason Investor Services, LLC Member FINRA, SIPC
CBAX450670 5/20 SR20-3877
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ITEM 2.
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CODE OF ETHICS.
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Not applicable.
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ITEM 3.
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AUDIT COMMITTEE FINANCIAL EXPERT.
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Not applicable.
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ITEM 4.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES.
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Not applicable.
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ITEM 5.
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AUDIT COMMITTEE OF LISTED REGISTRANTS.
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Not applicable.
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ITEM 6.
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SCHEDULE OF INVESTMENTS.
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Included herein under Item 1.
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ITEM 7.
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DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
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Not applicable.
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ITEM 8.
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PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
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Not applicable.
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ITEM 9.
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PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
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Not applicable.
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ITEM 10.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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Not applicable.
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ITEM 11.
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CONTROLS AND PROCEDURES.
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(a) The registrants principal executive officer and principal
financial officer have concluded that the registrants 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.
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(b) There were no changes in the registrants 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 registrants internal control over financial reporting.
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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.
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Legg Mason ETF Investment Trust
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By:
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/s/ Jane Trust
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Jane Trust
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Chief Executive Officer
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Date:
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May 20, 2020
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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.
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By:
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/s/ Jane Trust
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Jane Trust
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Chief Executive Officer
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Date:
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May 20, 2020
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By:
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/s/ Christopher Berarducci
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Christopher Berarducci
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Principal Financial Officer
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Date:
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May 20, 2020
|
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