Form N-CSR Legg Mason ETF Investmen For: Jul 31

September 28, 2021 6:07 AM EDT

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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 811-23096

 

 

Legg Mason ETF Investment 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)

 

 

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

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

Date of fiscal year end: July 31

Date of reporting period: July 31, 2021

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report

 

 

July 31, 2021

 

LEGG MASON

SMALL-CAP QUALITY

VALUE ETF

SQLV

 

 

 

The Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically (“e-delivery”), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge by contacting your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Legg Mason Funds held in your account with your financial intermediary.

 

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     7  
Fund expenses     8  
Fund performance     9  
Schedule of investments     11  
Statement of assets and liabilities     21  
Statement of operations     22  
Statements of changes in net assets     23  
Financial highlights     24  
Notes to financial statements     25  
Report of independent registered public accounting firm     32  
Additional shareholder information     33  
Additional information     34  
Important tax information     41  

Fund objective

The Fund seeks to track the investment results of an index composed of equity securities of small-capitalization companies that are traded in the United States.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Legg Mason Small-Cap Quality Value ETF for the twelve-month reporting period ended July 31, 2021. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

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

 

 

Fund net asset value and market price,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Patrick O’Connor

President and Chief Executive Officer - Investment Management

August 31, 2021

 

 

II

   Legg Mason Small-Cap Quality Value ETF


Fund overview

 

Q. What is the Fund’s investment strategy?

A. Legg Mason Small-Cap Quality Value ETF (the “Fund”) seeks to track the investment results of an index composed of equity securities of small-capitalization companies that are traded in the United States. The Fund seeks to track the investment results of the Royce Small-Cap Quality Value Index (the “Underlying Index”) i. The Underlying Index utilizes a proprietary methodology created and sponsored by Royce & Associates, LP (“Royce”), the Fund’s subadviser. Royce is affiliated with both Legg Mason Partners Fund Advisor, LLC (“LMPFA”), the Fund’s investment manager, and the Fund. The Fund will invest at least 80% of its net assets, plus borrowings for investment purposes, if any, in securities that compose its Underlying Index.

The Underlying Index is composed of equity securities that meet certain criteria. Using Royce’s methodology, the Underlying Index will generally favor stocks with lower than average valuation, higher than average profitability, and higher than average debt coverage (i.e., available cash flow to pay current debt obligations) as compared with other stocks included in the investment universe while maintaining a comparable risk profile.

The Underlying Index’s constituents are reconstituted quarterly. The Fund’s securities portfolio is rebalanced when the Underlying Index is reconstituted. The composition of the Underlying Index and the Fund after reconstitution and rebalancing may fluctuate and exceed the above Underlying Index limitations due to market movements and other factors. The components of the Underlying Index, and the degree to which these components represent certain sectors and industries, may change over time.

The Fund may invest up to 20% of its net assets in cash and cash equivalents; other investment companies, including exchange-traded funds; exchange-traded notes; depositary receipts; and in securities and other instruments not included in its Underlying Index but which Royce believes will help the Fund track its Underlying Index.

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

A. The twelve-month reporting period ended July 31, 2021 extended the strength that U.S. small-caps have been showing since the COVID-driven bottom in March 2020. As measured respectively by the small-cap Russell 2000 Indexii and large-cap Russell 1000 Indexiii, small-cap stocks enjoyed a pronounced performance advantage, advancing 51.97% versus 37.97% for the reporting period ended July 31, 2021. Within the Russell 2000 Index, results were dominated by cyclical sectors, which accounted for five of the top six contributors for the reporting period. Industrials, Consumer Discretionary, and Financials led. Each of the Underlying Index’s eleven sectors finished the twelve-month reporting period in the black, with the smallest contributions coming from Utilities, Communication Services, and Energy. The three industries that contributed most were a notably diverse mix: banks (Financials), biotechnology (Health Care), and hotels, restaurants & leisure (Consumer Discretionary). Also interesting was the fact that only two groups detracted from performance for the period—and each came from the otherwise robust Consumer Discretionary sector: automobiles and diversified consumer services. Transportation infrastructure made the smallest contribution at the industry level.

 

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

1


Fund overview (cont’d)

 

The twelve-month reporting period began on a somewhat uncertain note as a highly volatile September made for a weaker market in the third quarter of 2020. Five consecutive months of positive returns came to a close in September not only for small-cap stocks but also for most of the globe’s major indexes, nearly all of which finished the month in the red. Due to strong gains in July and August, small-cap returns remained positive for the quarter; however, the Russell 2000 Index (which fell 3.34% in September) gained 4.93% for the third quarter of 2020 versus a 9.47% gain for the Russell 1000 Index. The large-cap index was boosted considerably by mega-cap names, as demonstrated by the 11.78% gain for the Russell Top 50 Indexiv for the same period.

Small-caps then rose in impressive—indeed, record-setting—fashion, finishing the calendar year with a 31.37% gain for the fourth quarter of 2020, the best quarter in the more than 40-year history of the Russell 2000 Index (and after beginning the year with the largest ever quarterly loss in the index’s history). From the depths of its March 18, 2020 low through the end of December 2020, the small-cap index rallied to a 101.33% gain. Small-cap stocks also handily outpaced large-caps—and much else—in the fourth quarter of 2020, though the Russell 1000 Index (+13.69%) and the Nasdaq Composite Indexv (+15.41%) also posted sizable advances in the quarter. While the Russell 1000 Index and Nasdaq Composite Index each reached successive peaks several times in 2020, the small-cap index did not overtake its prior all-time high from August 2018 until mid-November of 2020. The other major development in the fourth quarter of 2020 was the narrow edge for the Russell 2000 Value Indexvi over its small-cap growth counterpart, Russell 2000 Growth Indexvii, up 33.36% versus 29.61% respectively.

The first quarter of 2021 was a second consecutive strong one for the Russell 2000 Index, which advanced 12.70%. This robust result also led the small-cap index to a nearly record-setting one-year return of 94.85% through March 31, 2021, which gave investors an especially vivid sign of how thoroughly the overall U.S. equity markets have been recovering from the challenge and pain wrought by the coronavirus pandemic. The Russell 2000 Index has exceeded a 90% result only once before in its more than forty-year history, with a 97.52% gain over a year-long span in 1982-1983 (based on the index’s historical twelve-month quarter-end results). To find another comparable performance, we had to go back nearly a century to the 1930s (using the Center for Research in Security Prices 6-10 as the small-cap proxy), where there were only seven instances when small-cap returns approached or exceeded 100% for a trailing twelve-month period. We have, however, seen similarly lofty small-cap returns in the past as recently as 2009-2010.

The Russell 2000 Index took something of a breather in the second quarter of 2021, rising 4.29%, and neither setting nor approaching new records for gains or losses. In that sense, it may have seemed like a somewhat boring quarter. In contrast to the sky-high results for the Russell 2000 Index over the last two quarters, each of the major domestic indexes finished

 

 

2

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


the period with returns in the mid to low single digits. There was a reversal that saw large-caps outperform small-caps in the second quarter of 2021, as the Russell 2000 Index trailed the 8.54% advance for the large-cap Russell 1000 Index. However, the admittedly sizable spread between the two did little to disrupt the longer-term advantage small-caps have enjoyed over much of the last twelve months of the reporting period. And while performance may have appeared underwhelming, the second quarter of 2021 itself was a modestly above average quarter on an absolute basis. Since its inception on December 31, 1978, the average quarterly return for the Russell 2000 Index was 3.46% through June 30, 2021.

The Fund uses a passive investment approach to achieve its investment objective, and therefore made no change in investment approach in response to market conditions.

Performance review

For the twelve months ended July 31, 2021, Legg Mason Small-Cap Quality Value ETF generated a 67.77% return on a net asset value (“NAV”)viii basis and 67.91% based on its market priceix per share.

The performance table shows the Fund’s total return for the twelve months ended July 31, 2021 based on its NAV and market price as of July 31, 2021. The Fund seeks to track the investment results of the Royce Small-Cap Quality Value Index, which returned 69.67% for the same period. The Fund’s broad-based market index, the Russell 2000 Index, returned 51.97% over the same time frame. The Lipper Small-Cap Core Funds Category Averagex returned 52.83% for the same period. Please note that Lipper performance returns are based on each fund’s NAV.

 

 Performance Snapshot as of July 31, 2021 (unaudited)  
     6 months     12 months  
Legg Mason Small-Cap Quality Value ETF:    

$37.85 (NAV)

    21.56     67.77 %*† 

$ 37.83 (Market Price)

    21.26     67.91 %*‡ 
Royce Small-Cap Quality Value Index     22.28     69.67
Russell 2000 Index     7.86     51.97
Lipper Small-Cap Core Funds Category Average     15.53     52.83

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 and investment returns will fluctuate so shares, when sold, may be worth more or less than their original cost. Performance data current to the most recent month-end is available at www.leggmason.com/etf.

Investors buy and sell shares of an exchange-traded fund (“ETF”) at market price (not NAV) in the secondary market throughout the trading day. These shares are not individually available for direct purchase from or direct redemption to the ETF. Market price returns are typically based upon the official closing price of the Fund’s shares. These returns do not represent investors’ returns had they traded shares at other times. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

 

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

3


Fund overview (cont’d)

 

Information showing the Fund’s net asset value, market price, premiums and discounts, and bid-ask spreads for various time periods is available by visiting the Fund’s website at www.leggmason.com/etf.

As of the Fund’s current prospectus dated November 25, 2020, the gross total annual fund operating expense ratio for the Fund was 0.62%.

* Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors pay on distributions or the sale of shares.

† Total return assumes the reinvestment of all distributions, at NAV.

‡ Total return assumes the reinvestment of all distributions at market price, which typically is based upon the official closing price of the Fund’s shares.

Q. What were the leading contributors to performance?

A. Each of the eleven equity sectors which comprised the Underlying Index finished the twelve-month reporting period ended July 31, 2021 in the black, with the largest positive contributions coming from Financials, Industrials and Consumer Discretionary. At the industry level, banks and capital markets (both in Financials) led, followed by specialty retail (Consumer Discretionary). Relative to the Russell 2000 Index, the Underlying Index benefited from positive stock selection within the Financials sector, and both an overweighting, and to a lesser degree, positive stock selection in the Energy sector.

Additionally, the Underlying Index benefited relative to the Russell 2000 Index due to exposure to stocks with lower market capitalization within the small-cap universe.

Q. What were the leading detractors from performance?

A. Although none of the Underlying Index’s sector investments detracted from performance, investments in the Real Estate, Utilities and Consumer Staples sectors contributed the least. At the industry level, trading companies & distributors (Industrials) detracted marginally, while leisure products (Consumer Discretionary) and household products (Consumer Staples) contributed the least. Relative to the Russell 2000 Index, Information Technology was the only sector to detract, due to negative stock selection. The Underlying Index’s relative performance was also hindered by exposure to stocks with lower leverage.

Looking for additional information?

The Fund’s daily NAV is available online at www.leggmason.com/etf. The Fund is traded under the symbol “SQLV” and its closing market price is available on most financial websites. In a continuing effort to provide information concerning the Fund, shareholders may call 1-877-721-1926 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern time, for the Fund’s current NAV, market price and other information.

 

 

4

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Thank you for your investment in Legg Mason Small-Cap Quality Value ETF. 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,

Royce & Associates, LP

August 13, 2021

RISKS: Equity securities are subject to market and price fluctuations. The Fund invests primarily in small-cap stocks, which may involve considerably more risk than investing in larger-cap stocks. The Fund has significant exposure to U.S. issuers. A decrease in imports or exports, changes in trade regulations and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. There is no guarantee that the Fund will achieve a high degree of correlation to the index it seeks to track. The Fund does not seek to outperform the index it tracks and does not seek temporary defensive positions when markets decline or appear overvalued. If the Underlying Index is concentrated in a particular industry or industries, the Fund may focus its investments in these industries, increasing its vulnerability to market volatility. Diversification does not ensure gains or protect against market declines. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

Portfolio holdings and breakdowns are as of July 31, 2021 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 11 through 20 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of July 31, 2021 were: Financials (24.0%), Health Care (19.5%), Industrials (15.0%), Consumer Discretionary (12.7%) and Information Technology (10.7%). The Fund’s composition may differ over time.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. An index is a statistical composite that tracks a specified financial market, sector or rules-based investment process. Unlike a fund, an index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a fund. These expenses negatively impact fund performance. 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.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

5


Fund overview (cont’d)

 

i 

The Royce Small-Cap Quality Value Index is a proprietary index composed of small-cap stocks trading in the United States with relatively low valuations, high profitability and high debt coverage compared with the average of stocks in the investment universe.

 

ii 

The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market.

 

iii

The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 Index represents approximately 90% of the U.S. market.

 

iv 

The Russell Top 50 Index is a market capitalization weighted index of the 50 largest stocks in the Russell 3000 universe of U.S.-based equities. The index can be considered a representation of mega cap stocks. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market. v The Nasdaq Composite Index is a stock market index that consists of the stocks that are listed on the Nasdaq stock exchange.

 

vi

The Russell 2000 Value Index measures the performance of those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.)

 

vii

The Russell 2000 Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities).

 

Viii 

Net Asset Value (“NAV”) is calculated by subtracting total liabilities from total assets and dividing the results by the number of shares outstanding.

 

ix 

Market Price is determined by supply and demand. It is the price at which an investor purchases or sells shares of the Fund. The Market Price may differ from the Fund’s NAV.

 

x

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the period ended July 31, 2021 calculated among the 871 funds for the six-month period and among the 863 funds for the twelve-month period in the Fund’s Lipper category.

 

 

6

   Legg Mason Small-Cap Quality Value ETF 2021 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, 2021 and July 31, 2020. The composition of the Fund’s investments is subject to change at any time.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

7


Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, such as brokerage commissions paid on purchases and sales of Fund shares; and (2) ongoing costs, including management fees; 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 funds.

This example is based on an investment of $1,000 invested on February 1, 2021 and held for the six months ended July 31, 2021.

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, such as brokerage commissions paid on purchases and sales of Fund shares. 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
  Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratio
  Expenses
Paid During
the Period3
      Hypothetical
Annualized
Total Return
  Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratio
  Expenses
Paid During
the Period3
    21.56%       $ 1,000.00     $ 1,215.60       0.60 %     $ 3.30         5.00 %       $1,000.00       $ 1,021.82       0.60 %     $ 3.01

 

1  

For the six months ended July 31, 2021.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. 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. Past performance is no guarantee of future results.

 

3 

Expenses (net of 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 (181), then divided by 365.

 

 

8

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Fund performance (unaudited)

 

 Net Asset Value       
Average annual total returns1        
Twelve Months Ended 7/31/21      67.77
Inception* through 7/31/21      11.91  
Cumulative total returns1        
Inception date of 7/12/17 through 7/31/21      57.76
  
 Market Price       
Average annual total returns2        
Twelve Months Ended 7/31/21      67.91
Inception* through 7/31/21      11.89  
Cumulative total returns2        
Inception date of 7/12/17 through 7/31/21      57.68

All figures represent past performance and are not a guarantee of future results. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. The returns shown do not reflect the deduction of brokerage commissions or taxes that investors would pay on distributions or the sale of shares. 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.

Investors buy and sell shares of the Fund at market price, not NAV, in the secondary market throughout the trading day. These shares are not individually available for direct purchase from or direct redemption to the Fund. The Fund’s per share NAV is the value of one share of the Fund and is calculated by dividing the value of total assets less total liabilities by the number of shares outstanding. The NAV return is based on the NAV of the Fund and effective July 1, 2020, market price returns typically are based upon the official closing price of the Fund’s shares. Prior to July 1, 2020, market price returns generally were based upon the mid-point between the bid and ask on the Fund’s principal trading market when the Fund’s NAV was determined, which was typically 4:00 p.m. Eastern time (U.S.). Market price performance reported for periods prior to July 1, 2020 continue to reflect market prices calculated based upon the mid-point between the bid and ask on the Fund’s principal trading market typically as of 4:00 p.m. Eastern time (U.S.). These returns do not represent investors’ returns had they traded shares at other times. NAV and market price returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. As with other exchange-traded funds, NAV returns and market price returns may differ because of factors such as the supply and demand for Fund shares and investors’ assessment of the underlying value of the Fund’s portfolio securities.

 

1 

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

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at market price.

 

*

Inception date of the Fund is July 12, 2017.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

9


Fund performance (unaudited) (cont’d)

 

Historical performance

Value of $10,000 invested in

Legg Mason Small-Cap Quality Value ETF vs. Royce Small-Cap Quality Value Index and Russell 2000 Index† - July 12, 2017—July 31, 2021

 

LOGO

All figures represent past performance and are not a guarantee of future results. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV. The returns shown do not reflect the deduction of brokerage commissions or taxes that investors would pay on distributions or the sale of shares. 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.

 

 

Hypothetical illustration of $10,000 invested in Legg Mason Small-Cap Quality Value ETF on July 12, 2017 (inception date), assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through July 31, 2021. The hypothetical illustration also assumes a $10,000 investment in the Royce Small-Cap Quality Value Index and the Russell 2000 Index. The Fund’s per share NAV is the value of one share of the Fund and is calculated by dividing the value of total assets less total liabilities by the number of shares outstanding. The NAV return is based on the NAV of the Fund. The Royce Small-Cap Quality Value Index (the “Underlying Index”) is an index composed of equity securities that meet certain criteria – lower than average valuation, higher than average profitability and higher than average debt coverage. The Underlying Index is based on a proprietary methodology created and sponsored by Royce & Associates, LP, the Fund’s subadviser. The Russell 2000 Index measures the 2000 smallest companies in the Russell 3000 Index. The indices are not subject to the same management and trading expenses as a fund. An index is a statistical composite that tracks a specified financial market, sector, or rules-based investment process. Unlike a fund, an index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a fund. These expenses negatively impact fund performance. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

 

10

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Schedule of investments

July 31, 2021

 

Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  
Common Stocks — 98.9%                
Communication Services — 4.1%                

Diversified Telecommunication Services — 0.7%

               

Frontier Communications Parent Inc.

    3,914       $117,068   * 

Entertainment — 0.3%

               

Sciplay Corp., Class A Shares

    2,973       47,836   * 

Interactive Media & Services — 0.6%

               

TrueCar Inc.

    8,734       45,941  

Yelp Inc.

    1,620       60,588  

Total Interactive Media & Services

            106,529  

Media — 2.5%

               

AMC Networks Inc., Class A Shares

    1,224       61,249  

Fluent Inc.

    14,141       35,211  

Gray Television Inc.

    3,686       81,719  

Hemisphere Media Group Inc.

    3,804       48,349  

Meredith Corp.

    2,480       108,227  

TEGNA Inc.

    5,348       94,766  

Total Media

            429,521  

Total Communication Services

            700,954  
Consumer Discretionary — 12.7%                

Auto Components — 0.6%

               

Modine Manufacturing Co.

    3,476       58,153  

Motorcar Parts of America Inc.

    1,945       43,257  

Total Auto Components

            101,410  

Diversified Consumer Services — 1.0%

               

American Public Education Inc.

    1,703       50,443  

Houghton Mifflin Harcourt Co.

    5,257       59,509  

Stride Inc.

    2,172       66,594  

Total Diversified Consumer Services

            176,546  

Hotels, Restaurants & Leisure — 0.3%

               

Nathan’s Famous Inc.

    650       41,762  

Household Durables — 2.9%

               

Bassett Furniture Industries Inc.

    1,647       37,519  

Century Communities Inc.

    953       66,186  

Ethan Allen Interiors Inc.

    2,247       53,411  

Hooker Furniture Corp.

    1,351       44,840  

La-Z-Boy Inc.

    1,843       61,888  

Taylor Morrison Home Corp., Class A Shares

    3,530       94,675  

Tri Pointe Homes Inc.

    3,888       93,778  

 

See Notes to Financial Statements.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

11


Schedule of investments (cont’d)

July 31, 2021

 

Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Household Durables — continued

               

VOXX International Corp.

    3,022     $ 34,511  

ZAGG Inc. CVR

    8,902       801  (a)(b) 

Total Household Durables

            487,609  

Internet & Direct Marketing Retail — 1.6%

               

PetMed Express Inc.

    1,727       54,210  

Shutterstock Inc.

    822       89,179  

Stamps.com Inc.

    368       120,248  

Total Internet & Direct Marketing Retail

            263,637  

Leisure Products — 0.6%

               

Nautilus Inc.

    2,477       35,793  

Smith & Wesson Brands Inc.

    2,752       64,534  

Total Leisure Products

            100,327  

Media — 0.4%

               

Entravision Communications Corp., Class A Shares

    12,031       73,991  

Specialty Retail — 3.7%

               

Aaron’s Co. Inc.

    1,934       55,835  

Big 5 Sporting Goods Corp.

    1,993       43,686  

Camping World Holdings Inc., Class A Shares

    2,693       105,996  

Conn’s Inc.

    2,400       53,376  

JOANN Inc.

    4,145       64,082  

MarineMax Inc.

    1,419       76,328  

OneWater Marine Inc., Class A Shares

    1,162       54,591  

Shoe Carnival Inc.

    1,898       63,963  

Sportsman’s Warehouse Holdings Inc.

    3,323       58,717  

Zumiez Inc.

    1,318       57,531  

Total Specialty Retail

            634,105  

Textiles, Apparel & Luxury Goods — 1.6%

               

Fossil Group Inc.

    4,329       54,632  

G-III Apparel Group Ltd

    2,237       66,797  

Kontoor Brands Inc.

    1,386       76,756  

Wolverine World Wide Inc.

    2,285       76,639  

Total Textiles, Apparel & Luxury Goods

            274,824  

Total Consumer Discretionary

            2,154,211  
Consumer Staples — 2.0%                

Household Products — 0.2%

               

Oil-Dri Corp. of America

    1,261       44,854  

Personal Products — 1.2%

               

BellRing Brands Inc., Class A Shares

    1,981       65,512  

 

See Notes to Financial Statements.

 

 

12

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Personal Products — continued

               

Nu Skin Enterprises Inc. , Class A Shares

    1,517     $ 81,448  

USANA Health Sciences Inc.

    609       58,019  

Total Personal Products

            204,979  

Tobacco — 0.6%

               

Vector Group Ltd.

    7,338       98,035  

Total Consumer Staples

            347,868  
Energy — 4.9%                

Energy Equipment & Services — 0.6%

               

Helix Energy Solutions Group Inc.

    10,908       45,268  

Newpark Resources Inc.

    14,095       45,527  

Total Energy Equipment & Services

            90,795  

Oil, Gas & Consumable Fuels — 4.3%

               

Antero Resources Corp.

    8,514       115,790  

Berry Corp.

    9,567       53,097  

Centrus Energy Corp., Class A Shares

    1,230       28,524  

CONSOL Energy Inc.

    3,802       79,880  

International Seaways Inc.

    6,194       101,891  

Peabody Energy Corp.

    13,036       152,652  

Renewable Energy Group Inc.

    1,186       72,642  

World Fuel Services Corp.

    3,873       133,464  

Total Oil, Gas & Consumable Fuels

            737,940  

Total Energy

            828,735  
Financials — 24.0%                

Banks — 7.0%

               

ACNB Corp.

    1,750       48,878  

Associated Banc-Corp.

    4,758       94,209  

Civista Bancshares Inc.

    2,112       48,344  

CNB Financial Corp.

    2,223       51,262  

Customers Bancorp Inc.

    1,492       54,040  

Farmers National Banc Corp.

    3,142       48,230  

Financial Institutions Inc.

    1,868       54,994  

HBT Financial Inc.

    4,686       76,569  

Hilltop Holdings Inc.

    2,174       68,872  

Horizon Bancorp Inc.

    3,648       60,958  

Independent Bank Corp.

    2,511       52,806  

Macatawa Bank Corp.

    5,401       44,936  

Mercantile Bank Corp.

    1,869       58,406  

Northeast Bank

    1,278       40,781  

Northrim BanCorp Inc.

    1,032       42,126  

Orrstown Financial Services Inc.

    1,884       43,426  

 

See Notes to Financial Statements.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

13


Schedule of investments (cont’d)

July 31, 2021

 

Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Banks — continued

               

Parke Bancorp Inc.

    2,356     $ 47,026  

Peoples Financial Services Corp.

    1,190       51,051  

South Plains Financial Inc.

    2,180       50,140  

Umpqua Holdings Corp.

    5,810       109,635  

Unity Bancorp Inc.

    1,867       41,466  

Total Banks

            1,188,155  

Capital Markets — 5.5%

               

Artisan Partners Asset Management Inc., Class A Shares

    2,056       98,873  

B Riley Financial Inc.

    1,369       92,490  

Brightsphere Investment Group Inc.

    3,058       76,419  

Cowen Inc., Class A Shares

    2,233       89,275  

Crescent Capital BDC Inc.

    3,554       65,394  

Diamond Hill Investment Group Inc.

    373       64,249  

Donnelley Financial Solutions Inc.

    1,756       56,561  

Federated Hermes Inc., Class B Shares

    3,218       104,392  

GAMCO Investors Inc., Class A Shares

    2,282       61,477  

Oppenheimer Holdings Inc., Class A Shares

    1,342       60,323  

Victory Capital Holdings Inc., Class A Shares

    2,348       71,591  

Virtu Financial Inc., Class A Shares

    3,642       93,745  

Total Capital Markets

            934,789  

Diversified Financial Services — 0.5%

               

Cannae Holdings Inc.

    2,317       77,040   * 

Insurance — 7.3%

               

American Equity Investment Life Holding Co.

    3,928       126,049  

American National Group Inc.

    815       134,459  

CNO Financial Group Inc.

    3,375       77,085  

Donegal Group Inc., Class A Shares

    4,385       67,836  

Genworth Financial Inc., Class A Shares

    33,958       113,420  

Investors Title Co.

    341       56,787  

Mercury General Corp.

    1,909       116,124  

National Western Life Group Inc., Class A Shares

    365       75,880  

Safety Insurance Group Inc.

    986       75,547  

State Auto Financial Corp.

    3,798       189,900  

Stewart Information Services Corp.

    1,389       81,965  

Tiptree Inc.

    5,769       55,440  

White Mountains Insurance Group Ltd.

    72       81,473  

Total Insurance

            1,251,965  

Thrifts & Mortgage Finance — 3.7%

               

Flagstar Bancorp Inc.

    2,369       108,405  

FS Bancorp Inc.

    1,216       42,293  

 

See Notes to Financial Statements.

 

 

14

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Thrifts & Mortgage Finance — continued

               

Hingham Institution For Savings The

    167     $ 49,933  

Merchants Bancorp

    1,557       57,049  

NMI Holdings Inc., Class A Shares

    2,834       62,405  

Premier Financial Corp.

    2,249       60,228  

Radian Group Inc.

    4,571       103,213  

Southern Missouri Bancorp Inc.

    1,063       47,707  

Timberland Bancorp Inc.

    1,606       46,189  

Waterstone Financial Inc.

    2,977       58,736  

Total Thrifts & Mortgage Finance

            636,158  

Total Financials

            4,088,107  
Health Care — 19.5%                

Biotechnology — 4.7%

               

Anika Therapeutics Inc.

    908       36,438  

Arcus Biosciences Inc.

    1,878       58,988  

Blueprint Medicines Corp.

    700       61,509  

Catalyst Pharmaceuticals Inc.

    6,786       39,630  

Coherus Biosciences Inc.

    2,951       38,511  

CytomX Therapeutics Inc.

    4,533       24,524  

Eagle Pharmaceuticals Inc.

    1,223       56,869  

Emergent BioSolutions Inc.

    1,145       75,455  

Ideaya Biosciences Inc.

    1,575       38,588  

Ironwood Pharmaceuticals Inc.

    4,191       55,615  

MEI Pharma Inc.

    6,989       18,870  

Myriad Genetics Inc.

    2,095       66,265  

Puma Biotechnology Inc.

    2,867       21,560  

Sage Therapeutics Inc.

    888       38,832  

Sangamo Therapeutics Inc.

    3,731       35,743  

Surface Oncology Inc.

    4,117       24,743  

Translate Bio Inc.

    2,283       63,102  

Vanda Pharmaceuticals Inc.

    2,659       43,368  

Total Biotechnology

            798,610  

Health Care Equipment & Supplies — 7.1%

               

Accuray Inc.

    8,534       34,989  

AngioDynamics Inc.

    1,837       48,919  

Atrion Corp.

    83       52,202  

Bioventus Inc.

    3,178       49,545  

Co-Diagnostics Inc.

    3,481       35,193  

Heska Corp.

    218       52,473  

ICU Medical Inc.

    352       71,558  

Inari Medical Inc.

    383       34,390  

 

See Notes to Financial Statements.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

15


Schedule of investments (cont’d)

July 31, 2021

 

Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Health Care Equipment & Supplies — continued

               

Inogen Inc.

    741     $ 59,110  

iRadimed Corp.

    970       32,650  

LeMaitre Vascular Inc.

    878       47,816  

Meridian Bioscience Inc.

    2,621       53,731  

Merit Medical Systems Inc.

    1,053       73,805  

Mesa Laboratories Inc.

    188       55,368  

Natus Medical Inc.

    1,872       49,982  

Neogen Corp.

    1,274       55,495  

NuVasive Inc.

    1,019       65,165  

OraSure Technologies Inc.

    4,231       49,883  

Orthofix Medical Inc.

    1,200       47,688  

Quidel Corp.

    735       103,980  

Retractable Technologies Inc.

    2,280       26,836  

Surmodics Inc.

    655       36,097  

Tactile Systems Technology Inc.

    664       32,523  

Utah Medical Products Inc.

    490       43,806  

Total Health Care Equipment & Supplies

            1,213,204  

Health Care Providers & Services — 3.0%

               

Apria Inc.

    3,417       107,738  

Fulgent Genetics Inc.

    718       66,235  

MEDNAX Inc.

    2,439       71,024  

ModivCare Inc.

    422       71,740  

National HealthCare Corp.

    1,027       79,747  

Tivity Health Inc.

    2,071       51,941  

US Physical Therapy Inc.

    484       57,189  

Total Health Care Providers & Services

            505,614  

Health Care Technology — 0.9%

               

Computer Programs & Systems Inc.

    1,471       46,439  

HealthStream Inc.

    2,073       60,552  

NextGen Healthcare Inc.

    3,322       53,883  

Total Health Care Technology

            160,874  

Pharmaceuticals — 3.8%

               

Amphastar Pharmaceuticals Inc.

    2,397       50,217  

ANI Pharmaceuticals Inc.

    1,235       41,904  

Atea Pharmaceuticals Inc.

    2,298       57,542  

BioDelivery Sciences International Inc.

    9,291       34,934  

Collegium Pharmaceutical Inc.

    2,226       55,405  

Corcept Therapeutics Inc.

    2,723       56,557  

Innoviva Inc.

    5,453       77,323  

Pacira BioSciences Inc.

    909       53,586  

 

See Notes to Financial Statements.

 

 

16

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Pharmaceuticals — continued

               

Phibro Animal Health Corp., Class A Shares

    2,084     $ 49,328  

Prestige Consumer Healthcare Inc.

    1,452       76,303  

SIGA Technologies Inc.

    6,529       41,590  

Supernus Pharmaceuticals Inc.

    2,083       54,845  

Total Pharmaceuticals

            649,534  

Total Health Care

            3,327,836  
Industrials — 15.0%                

Aerospace & Defense — 1.1%

               

Aerojet Rocketdyne Holdings Inc.

    2,109       99,502  

Parsons Corp.

    2,240       86,509  

Total Aerospace & Defense

            186,011  

Air Freight & Logistics — 0.4%

               

Atlas Air Worldwide Holdings Inc.

    1,153       77,216   * 

Building Products — 0.7%

               

Apogee Enterprises Inc.

    1,761       69,859  

Quanex Building Products Corp.

    2,276       56,536  

Total Building Products

            126,395  

Commercial Services & Supplies — 2.6%

               

ABM Industries Inc.

    2,095       97,397  

Civeo Corp.

    2,969       64,457  

Ennis Inc.

    2,939       58,104  

Healthcare Services Group Inc.

    2,784       72,662  

Herman Miller Inc.

    1,712       73,873  

HNI Corp.

    1,878       70,049  

Total Commercial Services & Supplies

            436,542  

Construction & Engineering — 2.3%

               

Comfort Systems USA Inc.

    921       68,845  

Dycom Industries Inc.

    911       63,223  

Granite Construction Inc.

    2,035       78,185  

MYR Group Inc.

    711       67,993  

Northwest Pipe Co.

    1,352       38,410  

Primoris Services Corp.

    2,422       72,418  

Total Construction & Engineering

            389,074  

Electrical Equipment — 0.5%

               

LSI Industries Inc.

    5,490       41,340  

Powell Industries Inc.

    1,646       47,882  

Total Electrical Equipment

            89,222  

Machinery — 2.8%

               

Astec Industries Inc.

    955       58,551  

Greenbrier Cos. Inc.

    1,731       74,087  

 

See Notes to Financial Statements.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

17


Schedule of investments (cont’d)

July 31, 2021

 

Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Machinery — continued

               

Hillenbrand Inc.

    2,036     $ 92,231  

Hurco Cos. Inc.

    1,171       39,744  

Miller Industries Inc.

    1,344       50,413  

Mueller Industries Inc.

    1,705       73,997  

Terex Corp.

    1,683       80,649  

Total Machinery

            469,672  

Professional Services — 2.5%

               

GP Strategies Corp.

    2,849       57,977  

Kelly Services Inc., Class A Shares

    3,377       74,024  

Kforce Inc.

    1,048       65,427  

Resources Connection Inc.

    4,126       63,912  

TriNet Group Inc.

    1,168       96,920  

TrueBlue Inc.

    2,356       64,060  

Total Professional Services

            422,320  

Road & Rail — 0.4%

               

ArcBest Corp.

    1,223       72,292  

Trading Companies & Distributors — 1.7%

               

Boise Cascade Co.

    1,509       77,185  

NOW Inc.

    6,597       65,112  

Rush Enterprises Inc., Class A Shares

    2,001       94,027  

Titan Machinery Inc.

    1,903       54,293  

Total Trading Companies & Distributors

            290,617  

Total Industrials

            2,559,361  
Information Technology — 10.7%                

Communications Equipment — 1.0%

               

Digi International Inc.

    2,455       50,769  

NETGEAR Inc.

    1,438       49,252  

NetScout Systems Inc.

    2,516       72,360  

Total Communications Equipment

            172,381  

Electronic Equipment, Instruments & Components — 4.2%

               

Benchmark Electronics Inc.

    2,508       66,211  

Daktronics Inc.

    7,591       46,381  

Insight Enterprises Inc.

    898       90,141  

Kimball Electronics Inc.

    2,569       52,382  

Methode Electronics Inc.

    1,445       69,114  

Plexus Corp.

    779       70,359  

Sanmina Corp.

    2,275       87,406  

ScanSource Inc.

    2,481       68,451  

 

See Notes to Financial Statements.

 

 

18

   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Electronic Equipment, Instruments & Components — continued

               

TTM Technologies Inc.

    5,220     $ 73,028  

Vishay Intertechnology Inc.

    3,868       85,599  

Total Electronic Equipment, Instruments & Components

            709,072  

IT Services — 1.7%

               

BM Technologies Inc.

    334       3,350  

CSG Systems International Inc.

    1,682       76,295  

ExlService Holdings Inc.

    627       70,989  

Hackett Group Inc.

    2,881       51,628  

Sykes Enterprises Inc.

    1,633       87,627  

Total IT Services

            289,889  

Semiconductors & Semiconductor Equipment — 0.8%

               

Cirrus Logic Inc.

    1,002       82,755  

NVE Corp.

    766       57,504  

Total Semiconductors & Semiconductor Equipment

            140,259  

Software — 2.7%

               

A10 Networks Inc.

    3,759       48,002  

CommVault Systems Inc.

    730       55,181  

Intelligent Systems Corp.

    860       29,059  

InterDigital Inc.

    907       59,762  

Progress Software Corp.

    1,502       68,476  

Qualys Inc.

    562       57,077  

Verint Systems Inc.

    1,592       67,931  

Xperi Holding Corp.

    3,731       77,493  

Total Software

            462,981  

Technology Hardware, Storage & Peripherals — 0.3%

               

Avid Technology Inc.

    1,097       41,017   * 

Total Information Technology

            1,815,599  
Materials — 4.7%                

Chemicals — 1.5%

               

American Vanguard Corp.

    2,742       45,270  

Minerals Technologies Inc.

    901       72,278  

Tredegar Corp.

    5,454       71,284  

Valhi Inc.

    2,751       67,785  

Total Chemicals

            256,617  

Metals & Mining — 1.3%

               

Commercial Metals Co.

    3,008       98,663  

Haynes International Inc.

    1,459       55,048  

SunCoke Energy Inc.

    8,718       67,390  

Total Metals & Mining

            221,101  

 

See Notes to Financial Statements.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

19


Schedule of investments (cont’d)

July 31, 2021

 

Legg Mason Small-Cap Quality Value ETF

(Percentages shown based on Fund net assets)

 

Security                 Shares     Value  

Paper & Forest Products — 1.9%

                               

Clearwater Paper Corp.

                    2,131     $ 62,843  

Domtar Corp.

                    1,919       105,372  

Glatfelter Corp.

                    4,548       69,266  

Schweitzer-Mauduit International Inc.

                    1,968       77,402  

Total Paper & Forest Products

                            314,883  

Total Materials

 

    792,601  
Utilities — 1.3%                                

Electric Utilities — 1.3%

                               

Hawaiian Electric Industries Inc.

                    2,445       105,966  

IDACORP Inc.

                    1,062       111,988  

Total Utilities

 

    217,954  

Total Common Stocks (Cost — $15,077,689)

 

    16,833,226  
     Rate     Maturity
Date
    Face
Amount
        
Corporate Bonds & Notes — 0.0%††                                
Financials — 0.0%††                                

Capital Markets — 0.0%††

                               

GAMCO Investors Inc., Subordinated Notes, Step bond (4.000% to 6/15/22 then 5.000%)
(Cost — $5,000)

    4.000     6/15/23     $ 5,000       5,000  

Total Investments before Short-Term Investments (Cost — $15,082,689)

 

    16,838,226  
                   Shares         
Short-Term Investments — 1.1%                                

Dreyfus Treasury Cash Management, Institutional Class (Cost — $195,245)

    0.010             195,245       195,245  

Total Investments — 100.0% (Cost — $15,277,934)

 

    17,033,471  

Liabilities in Excess of Other Assets — (0.0)%††

 

    (2,393

Total Net Assets — 100.0%

 

  $ 17,031,078  

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

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

 

(b) 

Security is valued using significant unobservable inputs (Note 1).

 

Abbreviation(s) used in this schedule:

CVR   — Contingent Value Rights

 

See Notes to Financial Statements.

 

 

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   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Statement of assets and liabilities

July 31, 2021

 

Assets:         

Investments, at value (Cost — $15,277,934)

   $ 17,033,471  

Dividends and interest receivable

     6,194  

Total Assets

     17,039,665  
Liabilities:         

Investment management fee payable

     8,587  

Total Liabilities

     8,587  
Total Net Assets    $ 17,031,078  
Net Assets:         

Par value (Note 5)

   $ 5  

Paid-in capital in excess of par value

     18,611,373  

Total distributable earnings (loss)

     (1,580,300)  
Total Net Assets    $ 17,031,078  
Shares Outstanding      450,000  
Net Asset Value      $37.85  

 

See Notes to Financial Statements.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

21


Statement of operations

For the Year Ended July 31, 2021

 

Investment Income:         

Dividends

   $ 243,511  

Interest

     47  

Total Investment Income

     243,558  
Expenses:         

Investment management fee (Note 2)

     84,628  

Interest expense

     2  

Total Expenses

     84,630  
Net Investment Income      158,928  
Realized and Unrealized Gain on Investments (Notes 1 and 3):         

Net Realized Gain From Investment Transactions

     4,272,828  

Change in Net Unrealized Appreciation (Depreciation) From Investments

     2,429,356  
Net Gain on Investments      6,702,184  
Increase in Net Assets From Operations    $ 6,861,112  

 

See Notes to Financial Statements.

 

 

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   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Statements of changes in net assets

 

For the Years Ended July 31,    2021      2020  
Operations:                  

Net investment income

   $ 158,928      $ 161,698  

Net realized gain (loss)

     4,272,828        (1,422,025)  

Change in net unrealized appreciation (depreciation)

     2,429,356        (256,013)  

Increase (Decrease) in Net Assets From Operations

     6,861,112        (1,516,340)  
Distributions to Shareholders From (Note 1):                  

Total distributable earnings

     (142,575)        (157,180)  

Decrease in Net Assets From Distributions to Shareholders

     (142,575)        (157,180)  
Fund Share Transactions (Note 5):                  

Net proceeds from sale of shares (350,000 and 350,000 shares issued, respectively)

     10,982,654        9,197,480  

Cost of shares repurchased (400,000 and 250,000 shares repurchased, respectively)

     (12,071,990)        (6,605,552)  

Increase (Decrease) in Net Assets From Fund Share Transactions

     (1,089,336)        2,591,928  

Increase in Net Assets

     5,629,201        918,408  
Net Assets:                  

Beginning of year

     11,401,877        10,483,469  

End of year

   $ 17,031,078      $ 11,401,877  

 

See Notes to Financial Statements.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

23


Financial highlights

 

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

 unless otherwise noted:

 
     20211     20201     20191     20181     20171,2  
Net asset value, beginning of year     $22.80       $26.21       $30.06       $24.95       $25.14  
Income (loss) from operations:          

Net investment income (loss)

    0.35       0.35       0.35       0.31       (0.00) 3 

Net realized and unrealized gain (loss)

    15.03       (3.42)       (3.77)       4.91       (0.19)  

Total income (loss) from operations

    15.38       (3.07)       (3.42)       5.22       (0.19)  
Less distributions from:          

Net investment income

    (0.33)       (0.34)       (0.43)       (0.11)        

Total distributions

    (0.33)       (0.34)       (0.43)       (0.11)        
Net asset value, end of year     $37.85       $22.80       $26.21       $30.06       $24.95  

Total return, based on NAV4

    67.77     (11.71)     (11.29)     20.97     (0.76)
Net assets, end of year (000s)     $17,031       $11,402       $10,483       $4,509       $2,495  
Ratios to average net assets:          

Gross expenses

    0.60     0.60     0.60     0.60     0.60 %5 

Net expenses

    0.60       0.60       0.60       0.60       0.60 5 

Net investment income (loss)

    1.13       1.46       1.30       1.12       (0.29 )5 
Portfolio turnover rate6     99     95     87     80     0

 

1 

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

 

2 

For the period July 12, 2017 (inception date) to July 31, 2017.

 

3 

Amount represents less than $0.005 per share.

 

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.

 

5 

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.

 

 

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   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

Legg Mason Small-Cap Quality Value 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 exchange-traded fund (“ETF”). ETFs are funds that trade like other publicly-traded securities. The Fund is designed to track an index. Similar to shares of an index mutual fund, each share of the Fund represents an ownership interest in an underlying portfolio of securities intended to track an index. 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 Fund’s 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 Fund’s shares may be different from the Fund’s 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 issued 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 track the investment results of the Royce Small-Cap Quality Value Index (the “Underlying Index”). The Underlying Index utilizes a proprietary methodology created and sponsored by Royce & Associates, LP (“Royce”), the Fund’s subadviser.

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

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

25


Notes to financial statements (cont’d)

 

techniques and methodologies. The independent third party pricing services typically 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 Fund’s 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 Global Fund Valuation Committee (formerly known as Legg Mason North Atlantic Fund Valuation Committee prior to March 1, 2021) (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.

 

 

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   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


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 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:

                               

Consumer Discretionary

  $ 2,153,410           $ 801     $ 2,154,211  

Other Common Stocks

    14,679,015                   14,679,015  

Corporate Bonds & Notes

        $ 5,000             5,000  
Total Long-Term Investments     16,832,425       5,000       801       16,838,226  
Short-Term Investments†     195,245                   195,245  
Total Investments   $ 17,027,670     $ 5,000     $ 801     $ 17,033,471  

 

See Schedule of Investments for additional detailed categorizations.

(b) 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 may 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.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

27


Notes to financial statements (cont’d)

 

(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 of the Fund, if any, are declared and paid on a quarterly basis. 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 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, 2021, 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.

(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. During the current year, the following reclassifications have been made:

 

        Total Distributable
Earnings (Loss)
     Paid-in
Capital
(a)      $(3,836,544)      $3,836,544

 

(a) 

Reclassifications are due to book/tax differences in the treatment of an in-kind distribution of securities.

 

 

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   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Royce & Associates, LP (“Royce”) 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, Western Asset, and Royce are subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

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 Fund’s 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 0.60% of the Fund’s average daily net assets.

As compensation for its subadvisory services, LMPFA pays Royce monthly 90% 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 Fund’s 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.

Franklin Distributors, LLC (formerly known as Legg Mason Investor Services, LLC prior to July 7, 2021) (“Franklin Distributors”) serves as the distributor of Creation Units for the Fund on an agency basis. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources.

The Fund’s 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 Franklin Resources or its affiliates and do not receive compensation from the Trust.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

29


Notes to financial statements (cont’d)

 

3. Investments

During the year ended July 31, 2021, the aggregate cost of purchases and proceeds from sales of investments (excluding in-kind transactions and short-term investments) were as follows:

 

Purchases      $ 13,781,218  
Sales        13,806,040  

During the year ended July 31, 2021, in-kind transactions (Note 5) were as follows:

 

Contributions      $ 10,983,280  
Redemptions        12,085,402  
Realized gain (loss)*        4,111,153  

 

*

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 Fund’s daily net shareholder transactions while the Statement of Changes in Net Assets reflects gross shareholder transactions including any cash component of the transactions.

At July 31, 2021, 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    $ 15,505,344      $ 2,081,549      $ (553,422)      $ 1,528,127  

4. Derivative instruments and hedging activities

During the year ended July 31, 2021, the Fund did not invest in derivative instruments.

5. Fund share transactions

At July 31, 2021, 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 generally on an in-kind 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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   Legg Mason Small-Cap Quality Value ETF 2021 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:

 

        2021        2020  
Distributions paid from:                      
Ordinary income      $ 142,575        $ 157,180  

As of July 31, 2021, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 23,734  
Deferred capital losses*        (3,132,159
Unrealized appreciation (depreciation)(a)        1,528,125  
Total distributable earnings (loss) — net      $ (1,580,300

 

*

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) 

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. Recent accounting pronouncement

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021 and 2023. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

8. Other matter

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.

 

Legg Mason Small-Cap Quality Value ETF 2021 Annual Report  

 

31


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason ETF Investment Trust and Shareholders of Legg Mason Small-Cap Quality Value ETF

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Legg Mason Small-Cap Quality Value ETF (one of the funds constituting Legg Mason ETF Investment Trust, referred to hereafter as the “Fund”) as of July 31, 2021, the related statement of operations for the year ended July 31, 2021, the statement of changes in net assets for each of the two years in the period ended July 31, 2021, including the related notes, and the financial highlights for each of the four years in the period ended July 31, 2021 (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, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended July 31, 2021 and the financial highlights for each of the four years in the period ended July 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

The financial statements and financial highlights of the Fund as of July 31, 2017 and for the period July 12, 2017 (inception date) through July 31, 2017 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated September 18, 2017 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of July 31, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

September 21, 2021

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

 

 

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   Legg Mason Small-Cap Quality Value ETF 2021 Annual Report


Additional shareholder information (unaudited)

 

Results of special meeting of shareholders

A special meeting of shareholders was held on June 15, 2021 for shareholders of record as of March 1, 2021 (the “Record Date”) to elect the Board of Trustees of the Trust.

Shareholders of the Fund and each other series of the Trust voted together as a single class to elect the Board.

Shareholders of the Trust voted as indicated below (vote totals are rounded to the nearest whole number). Effective July 1, 2021, the Board is composed of the following Trustees:

 

Trustees    For      Withheld  
Deborah D. McWhinney      941,735,402        14,088,498  
Riodran Roett      943,565,325        12,258,574  
Anantha K. Pradeep      942,060,249        13,763,651  
Jennifer M. Johnson      943,888,843        11,935,057  

The above Trustees have also been elected to serve as board members of other funds within the Franklin Templeton fund complex.

 

Legg Mason Small-Cap Quality Value ETF  

 

33


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Legg Mason Small-Cap Quality Value ETF (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 One Franklin Parkway, San Mateo, California 94403-1906. 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
Rohit Bhagat
Year of birth   1964
Position(s) with Trust   Lead Independent Trustee
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Managing Member, Mukt Capital, LLC (private investment firm) (2014-present); Advisor, Optimal Asset Management (investment technology and advisory services company) (2015- present); and formerly, Chairman, Asia Pacific, BlackRock (2009- 2012); Global Chief Operating Officer, Barclays Global Investors (investment management) (2005-2009); and Senior Partner, The Boston Consulting Group (management consulting) (1992-2005).
Number of funds in fund complex overseen by Trustee   59
Other Directorships held by Trustee during the past five years   AssetMark Financial Holdings, Inc. (investment solutions) (2018- present) and PhonePe (payment and financial services) (2020- present); and formerly, Axis Bank (financial) (2013-2021), FlipKart Limited (eCommerce company) (2019-2020), CapFloat Financial Services Pvt., Ltd. (non-banking finance company) (2018) and Zentific Investment Management (hedge fund) (2015-2018).
Deborah D. McWhinney
Year of birth   1955
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Director of various companies; and formerly, Board Member, Lloyds Banking Group (2015-2018) (financial institution) and Fresenius Medical Group (2016-2018) (healthcare); Chief Executive Officer (2013-2014) and Chief Operating Officer (2011- 2013), CitiGroup Global Enterprise Payments (financial services); and President, Citi’s Personal Banking and Wealth Management (2009-2011).
Number of funds in fund complex overseen by Trustee   59
Other Directorships held by Trustee during the past five years   IHS Markit (information services) (2015-present), Borg Warner (automotive) (2018-present) and LegalShield (consumer services) (2020-present); and formerly, Fluor Corporation (construction and engineering) (2014-2020) and Focus Financial Partners, LLC (financial services) (2018-2020).

 

 

34

   Legg Mason Small-Cap Quality Value ETF


 Independent Trustees(cont’d)
Anantha K. Pradeep  
Year of birth   1963
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Chief Executive Officer, Smilable, Inc. (technology company) (2014-present); Chief Executive Officer, MachineVantage (technology company) (2018-present); Founder and Managing Partner, Consult Meridian, LLC (consulting company) (2009- present); and formerly, Founder, BoardVantage (board portal solutions provider delivering paperless process for boards and leadership) (2000-2002).
Number of funds in fund complex overseen by Trustee   59
Other Directorships held by Trustee during the past five years   None
      
 Interested Trustee and Officer
Jennifer M. Johnson3*  
Year of birth   1964
Position(s) with Trust   Trustee and Chairperson of the Board
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Chief Executive Officer, President and Director, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of eight of the investment companies in Franklin Templeton; and formerly, Chief Operating Officer and Executive Vice President, Franklin Resources, Inc. (1994-2015); Executive Vice President of Operations and Technology, Franklin Resources, Inc. (2005-2010); and Senior Vice President, Franklin Resources, Inc. (2003-2005).
Number of funds in fund complex overseen by Trustee   70
Other board memberships held by Trustee during the past five years   None
      
 Additional Officers

Alison E. Baur

Franklin Templeton

One Franklin Parkway, San Mateo, CA 94403-1906

Year of birth   1964
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Deputy General Counsel, Franklin Templeton; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton.

 

Legg Mason Small-Cap Quality Value ETF  

 

35


Additional information (unaudited) (cont’d)

 

Information about Trustees and Officers

 

 Additional Officers (cont’d)

Fred Jensen

Franklin Templeton

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

Year of birth   1963
Position(s) with Trust   Chief Compliance Officer
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker-dealer) (2000 to 2003).

Harris Goldblat

Franklin Templeton

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

Year of birth   1969
Position(s) with Trust   Vice President and Assistant Secretary
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Associate General Counsel to Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director and Associate General Counsel of Legg Mason & Co. (2005 to 2020).

Steven J. Gray

Franklin Templeton

One Franklin Parkway, San Mateo, CA 94403-1906

Year of birth   1955
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Senior Associate General Counsel, Franklin Templeton; Vice President, Franklin Templeton Distributors, Inc. and FASA, LLC; and officer of 44 of the investment companies in Franklin Templeton.

 

 

36

   Legg Mason Small-Cap Quality Value ETF


 Additional Officers (cont’d)    

Matthew T. Hinkle

Franklin Templeton

One Franklin Parkway, San Mateo, CA 94403-1906

Year of birth   1971
Position(s) with Trust   Chief Executive Officer – Finance and Administration
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Senior Vice President, Franklin Templeton Services, LLC; officer of 44 of the investment companies in Franklin Templeton; and formerly, Vice President, Global Tax (2012-April 2017) and Treasurer/Assistant Treasurer, Franklin Templeton (2009-2017).

Susan Kerr

Franklin Templeton

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

Year of birth   1949
Position(s) with Trust   Vice President – AML Compliance
Term of office1 and length of time served2   Since July 2021
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)

Thomas C. Mandia

Franklin Templeton

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

Year of birth   1962
Position(s) with Trust   Vice President and Assistant Secretary
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Senior Associate General Counsel to 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 LMAS (since 2002) and LMFAM (formerly registered investment advisers) (since 2013); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020).

 

Legg Mason Small-Cap Quality Value ETF  

 

37


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

 Additional Officers (cont’d)    

Patrick O’Connor

Franklin Templeton

One Franklin Parkway, San Mateo, CA 94403-1906

Year of birth   1967
Position(s) with Trust   President and Chief Executive Officer – Investment Management
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   President and Chief Investment Officer, Franklin Advisory Services, LLC; Senior Vice President, Franklin Advisers, Inc.; officer of five of the investment companies in Franklin Templeton; and formerly, Managing Director, Head of iShares Product Canada, BlackRock (1998-2014).

Vivek Pai

Franklin Templeton

300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923

Year of birth   1970
Position(s) with Trust   Treasurer, Chief Financial Officer and Chief Accounting Officer
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Treasurer, U.S. Fund Administration & Reporting and officer of five of the investment companies in Franklin Templeton.

Navid J. Tofigh

Franklin Templeton

One Franklin Parkway, San Mateo, CA 94403-1906

Year of birth   1972
Position(s) with Trust   Vice President and Secretary
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Associate General Counsel and officer of 44 of the investment companies in Franklin Templeton.

Craig S. Tyle

Franklin Templeton

One Franklin Parkway, San Mateo, CA 94403-1906

Year of birth   1960
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   General Counsel and Executive Vice President, Franklin Resources, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton.

 

 

38

   Legg Mason Small-Cap Quality Value ETF


 Additional Officers (cont’d)

Lori A. Weber

Franklin Templeton

300 S.E. 2nd Street, Fort Lauderdale, FL 33301-1923

Year of birth   1964
Position(s) with Trust   Vice President
Term of office1 and length of time served2   Since July 2021
Principal occupation(s) during the past five years   Senior Associate General Counsel, Franklin Templeton; Assistant Secretary, Franklin Resources, Inc.; Vice President and Secretary, Templeton Investment Counsel, LLC; and officer of 44 of the investment companies in Franklin Templeton.

 

Legg Mason Small-Cap Quality Value ETF  

 

39


Additional information (unaudited) (cont’d)

 

Information about Trustees and Officers

 

 

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”).

 

*

Effective July 1, 2021, Ms. Johnson became Chair.

 

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. Johnson 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.

 

 

40

   Legg Mason Small-Cap Quality Value ETF


Important tax information (unaudited)

 

By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.leggmason.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.

The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.

The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended July 31, 2021:

 

        Pursuant to:      Amount Reported
Dividends Received Deduction (DRD)          §854(b)(1)(A)      $214,118
Qualified Dividend Income (QDI)          §854(b)(1)(B)      $218,301

 

Legg Mason Small-Cap Quality Value ETF  

 

41


Legg Mason

Small-Cap Quality Value ETF

 

Trustees*

Rohit Bhagat

Deborah D. McWhinney

Anantha K. Pradeep

Jennifer M. Johnson**

Chair

 

*

During a June 15, 2021 special meeting of shareholders, a new group of Trustees were elected to oversee the funds of Legg Mason ETF Investment Trust, effective July 1, 2021.

**

Effective July 1, 2021, Ms. Johnson became Chair.

 

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Royce & Associates, LP

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

 

Legg Mason Small-Cap Quality Value ETF

The Fund is a separate investment series of Legg Mason ETF Investment Trust, a Maryland statutory trust.

Legg Mason Small-Cap Quality Value ETF

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/etf and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of Legg Mason Small-Cap Quality Value 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 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

© 2021 Franklin Distributors, LLC,

Member FINRA/SIPC. All rights reserved.


ETF Index Disclaimers

 

The Royce Small-Cap Quality Value Index (the “Underlying Index”) is created and sponsored by Royce & Associates, LP (“Royce”), the subadviser to Legg Mason Small-Cap Quality Value ETF (the “Fund”). Royce is an affiliated person of Legg Mason Partners Fund Advisor, LLC, the Fund’s manager, and the Fund. The Underlying Index is the exclusive property of Royce. Legg Mason ETF Investment Trust has entered into a license agreement with Royce to use the Underlying Index at no charge. Royce has retained Solactive AG, an unaffiliated third party, to calculate the Underlying Index. Solactive AG publishes information regarding the market value of the Underlying Index.

The Fund is not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Underlying Index and/or Underlying Index trade marks or the Underlying Index Price at any time or in any other respect. The Underlying Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Underlying Index is calculated correctly. Irrespective of its obligations towards the Fund, Solactive AG has no obligation to point out errors in the Underlying Index to third parties including but not limited to investors and/or financial intermediaries of the Fund. Neither publication of the Underlying Index by Solactive AG nor the licensing of the Underlying Index or Underlying Index trade marks for the purpose of use in connection with the Fund constitutes a recommendation by Solactive AG to invest capital in the Fund nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Fund.

Royce does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein, and Royce shall not have any liability for any errors, omissions or interruptions therein. Royce makes no warranty, express or implied, as to results to be obtained by the Fund, owners of the shares of the Fund or any other person or entity from the use of the Underlying Index or any data included therein, either in connection with the Fund or for any other use. Royce makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall Royce have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Underlying Index, even if notified of the possibility of such damages.


www.leggmason.com

© 2021 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.

ETFF399959 9/21 SR21-4233


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 Rohit Bhagat possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Rohit Bhagat as the Audit Committee’s financial expert. Rohit Bhagat is an “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, 2020 and July 31, 2021 (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 $45,000 in July 31, 2020 and $40,800 in July 31, 2021.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in July 31, 2020 and $0 in July 31, 2021.

(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, 2020 and $0 in July 31, 2021. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

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

d) All Other Fees.

The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) for the Item 4 for the Legg Mason ETF Investment Trust, were $0 in July 31, 2020 and $0 in July 31, 2021.

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 ETF Investment 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 ETF Investment 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, 2020 and July 31, 2021; Tax Fees were 100% and 100% for July 31, 2020 and July 31, 2021; and Other Fees were 100% and 100% for July 31, 2020 and July 31, 2021.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason ETF Investment Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason ETF Investment Trust during the reporting period were $1,051,186 in July 31, 2020 and $476,285 in July 31, 2021.

(h) Yes. Legg Mason ETF Investment 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 ETF Investment 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:

Rohit Bhagat

Deborah D. McWhinney

Anantha K. Pradeep

Jennifer M. Johnson**

 

  *

During a June 15, 2021 special meeting of shareholders, a new group of Trustees were elected to oversee the funds of Legg Mason ETF Investment Trust, effective July 1, 2021.

  **

Effective July 1, 2021, Ms. Johnson became Chair.


  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 ETF Investment Trust

 

By:   /s/ Matthew T. Hinkle
  Matthew T. Hinkle
  Chief Executive Officer

Date: September 24, 2021

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/ Matthew T. Hinkle
  Matthew T. Hinkle
  Chief Executive Officer

Date: September 24, 2021

 

By:   /s/ Vivek Pai
  Vivek Pai
  Principal Financial Officer

Date: September 24, 2021

CODE OF ETHICS

I. Introduction

A. Individuals Covered by the Code

This Code applies to all employees of Legg Mason & Co., LLC and interested directors of the Proprietary Funds who are not otherwise subject to another code of ethics adopted pursuant to either Rule 17j-1 under the Investment Company Act or Rule 204A-1 under the Investment Advisers Act (“Covered Persons”).

 

1.

Without limiting the generality of the foregoing, this Code covers all employees of Legg Mason & Co., LLC who perform services on behalf of the Proprietary Funds as part of the following regulated entities:

 

a.

Legg Mason Investor Services, LLC (“LMIS”).

 

b.

Legg Mason Partners Fund Advisor, LLC (“LMPFA”).

 

2.

For the avoidance of doubt, each of the Legg Mason Registered Advisers (other than LMPFA) have adopted their own codes of ethics, and employees of the Legg Mason Registered Advisers who are subject to the requirements of those codes of ethics (including any who may be registered representatives of LMIS) are not subject to the requirements of this Code.

B. Standards of Business Conduct

This Code is based on the principle that Legg Mason and its affiliates owe a fiduciary duty to Legg Mason’s clients, and that all Covered Persons must therefore avoid activities, interests and relationships that might (i) present a conflict of interest or the appearance of a conflict of interest, or (ii) otherwise interfere with Legg Mason’s ability to make decisions in the best interests of any of its clients. In particular, Covered Persons must at all times comply with the following standards of business conduct:

 

1.

Compliance with Applicable Law. All Covered Persons must comply with the Federal Securities Laws that apply to the business of Legg Mason.

 

2.

Clients Come First. Covered Persons must scrupulously avoid serving their personal interests ahead of the interests of clients. For example, a Covered Person may not induce or cause a client to take action, or not to take action, for the Covered Person’s personal benefit at the expense of the client’s best interests.

 

3.

Avoid Taking Advantage. Covered Persons may not use their knowledge of the Legg Mason Registered Advisers’ investment activities or client portfolio holdings to profit by the market effect of such activities or to engage in short-term or other abusive trading in Reportable Funds.

 

4.

Avoid Other Inappropriate Relationships or Activities. Covered Persons should avoid relationships or activities that could call into question the Covered Person’s ability to exercise independent judgment in the best interests of Legg Mason’s clients. In particular, Covered Persons should take note of the provisions of the Legg Mason Code of Conduct and the Legg Mason Employee Handbook that pertain to confidentiality, corporate opportunities, gifts and entertainment, insider trading and outside business activities. In addition, Covered Persons who are registered representatives of LMIS should also take note of LMIS’s policies and procedures pertaining to these activities.

 

1


5.

Observe the Spirit of the Code. Doubtful situations should be resolved in favor of Legg Mason’s clients. Technical compliance with the Code’s procedures will not automatically insulate from scrutiny any personal Securities Transactions or other course of conduct that might indicate an abuse of these governing principles.

C. Duty to Report Violations

Covered Persons must promptly report all violations of this Code to the Compliance Department.

D. Fiduciary Duty / Political Contributions

Covered Persons are prohibited from making political contributions for the purpose of obtaining or retaining any Legg Mason Registered Adviser or its affiliates as investment advisers. Covered Persons are specifically prohibited from making political contributions to any person for the purpose of influencing the selection or retention of an investment adviser by a government entity. Covered Persons will be required to certify annually that they have and will comply with this provision.

II. Personal Securities Transactions

A. Prohibited Transactions in Individual Securities

Covered Persons are subject to the following restrictions on their personal trading activities in individual securities:

 

1.

Fraudulent Transactions. In connection with the purchase or sale, directly or indirectly, by a Covered Person of (A) a Reportable Security which, within the most recent fifteen (15) calendar days, (i) is or has been held by a Legg Mason client, or (ii) is being or has been considered by a Legg Mason Registered Adviser for purchase by a client, or (B) an Equivalent Security thereof, Covered Persons are prohibited from:

 

a.

Employing any device, scheme or artifice to defraud Legg Mason’s clients;

 

b.

Making any untrue statement of a material fact or omitting to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading;

 

c.

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on Legg Mason’s clients; or

 

d.

Engaging in any manipulative practice with respect to Legg Mason’s clients.

 

2.

Inside Information. Covered Persons are prohibited from engaging in any transaction in a Security (or Equivalent Security) at a time when the Covered Person is in possession of material non-public information regarding the Security or the issuer of the Security.

 

3.

Market Manipulation. Covered Persons are prohibited from engaging in any transactions in a Security (or Equivalent Security) intended to raise, lower or maintain the price of that Security or to create a false appearance of active trading in that Security.

 

4.

Trading on the Knowledge of Client Transactions. Covered Persons are prohibited from engaging in any transactions in a Security (or an Equivalent Security) on the basis of any information they may be in possession of to the effect that (i) a Legg Mason Registered Adviser is or may be considering an investment in or sale of such Security on behalf of its clients or (ii) has or may have an open order in such Security on behalf of its clients.

 

2


5.

Legg Mason, Inc. Stock. Covered Persons are prohibited from engaging in any transaction in Legg Mason securities that is not in compliance with the “Legg Mason, Inc. Policies and Procedures Regarding Acquisitions and Dispositions of Legg Mason Securities,” as the same may be amended from time to time. A copy of this policy is available on the Legg Mason Legal and Compliance Website.

B. Prohibited Transactions in Reportable Funds

 

1.

Market Timing in Reportable Funds. No Covered Person may use his or her knowledge of the portfolio holdings or investment activities of a Reportable Fund to engage in any short-term or other abusive trading strategy involving such Fund that may conflict with the best interests of the Fund and its shareholders.

 

2.

60-Day Holding Period for Investments in Proprietary Funds. Subject to the exemptions set forth below, no Covered Person may sell (or exchange out of) shares of a Proprietary Fund in which the Covered Person has a Beneficial Interest if the Covered Person has not held the shares of the same Proprietary Fund for sixty (60) calendar days, including any individual retirement account or 401(k) participant account.

 

3.

Additionally, Proprietary Funds that are sold in the LM 401(k) account are also subject to a 60-day minimum waiting period. No Covered Person may buy (or exchange into) shares of a Proprietary Fund within sixty (60) calendar days of a sell of (or exchange out of) shares of the same Proprietary Fund within the same LM 401(k) account.

The following Securities Transactions involving Proprietary Funds are exempt from the 60-day minimum holding period requirement set forth in this Section II.B.2 and II.B.3:

 

a.

Money Market Funds and Other Short-Term Trading Vehicles. Purchases or redemptions of Proprietary Funds that are money market funds or that hold themselves out as short-term trading vehicles.

 

b.

Managed Accounts. Transactions in Proprietary Funds held in a Managed Account in connection with which the Covered Person has no direct or indirect influence or control over the account, is neither consulted nor advised of the trade before it is executed, and has no knowledge of specific management actions taken by a trustee or investment manager.

 

c.

Systematic Investment. Purchases or redemptions of Proprietary Funds pursuant to an Automatic Investment Plan where a prescribed purchase or sale is made automatically on a regular predetermined basis without affirmative action by the Covered Person or pursuant to a similar arrangement approved by the Compliance Department (for example, automated payroll deduction investments by 401(k) participants or automatic dividend reinvestment).

C. Pre-Approval of Investments in Initial Public Offerings and Private Placements

Covered Persons are prohibited from acquiring a Beneficial Interest in a Reportable Security through an initial public offering (other than a new offering of securities issued by a registered open-end investment company) or Private Placement without the prior written approval of the Compliance Department. Requests for such approval shall be submitted to the Compliance Department through Fidelity National Information Services, Inc. (“FIS”)/PTA using substantially the form of “Request for Approval to Invest in an Initial Public Offering or Private Placement” attached hereto as Appendix A.

 

3


D. Reporting and Trading Requirements

 

1.

Acknowledgement of Receipt; Initial and Periodic Disclosure of Personal Holdings; Annual Certification.

 

a.

Within ten (10) calendar days of being identified as a Covered Person under this Code, each Covered Person must acknowledge that he or she has received and reviewed a copy of the Code, and has disclosed all Securities holdings in which such Covered Person has a Beneficial Interest..

 

b.

Thereafter, on an annual basis, each Covered Person shall give the same acknowledgements and, in addition, shall certify that he or she has complied with all applicable provisions of the Code.

 

c.

Such acknowledgments and certifications shall be provided through FIS/PTA using substantially the form of the “Acknowledgement of Receipt of Code of Ethics, Personal Holdings Report and Annual Certification” attached hereto as Appendix B.

 

2.

Execution of Personal Securities Transactions.

 

a.

Approved Accounts. Unless one of the following exceptions applies, Covered Persons must execute their personal securities transactions involving any Reportable Securities or Reportable Funds in which they have or acquire a Beneficial Interest through one of the following two types of accounts (“Approved Accounts”):

 

i.

Approved Securities Accounts. Securities accounts (including IRA accounts) with financial intermediaries that have been approved by the Compliance Department (an “Approved Securities Account”); or

 

ii.

Approved Retirement Accounts. Participant accounts in retirement plans approved by the Compliance Department on the grounds that either (i) automated feeds into FIS/PTA have been established, or (ii) sufficient policies and procedures are in place to protect any Reportable Funds that may be in the plan from the types of activities prohibited by Sections A and B above (an “Approved Retirement Account”).1

 

b.

Exceptions. The following types of accounts are exempt from the requirements of section 2.a above, subject to compliance with the conditions set forth below:

 

i.

Mutual Fund-Only and Managed Accounts. Covered Persons may have or acquire a Beneficial Interest in Mutual Fund-Only and Managed Accounts that are not Approved Securities Accounts, provided that the requirement set forth in this Code relating to a Managed Account or Mutual Fund-Only Account, as the case may be, are satisfied. To qualify for this exemption, a Covered Person must deliver to the Compliance Department through FIS/PTA a certification in substantially the form of the “Certificate for Managed Accounts or Mutual Fund-Only Accounts” attached hereto as Appendix D.

 

ii.

Outside Retirement Accounts. Covered Persons may have or acquire a Beneficial Interest in a retirement account other than an Approved Retirement Account (an “Outside Retirement Account”), provided that the Covered Person complies with the certification or reporting requirements set forth in Section 3.c below, and provided further that, for purposes of this Code, an IRA account shall be treated as a securities account and not as a retirement account.

 

1

A list of the approved financial intermediaries and retirement plans may by found on the Legal and Compliance home page on LMEX.

 

4


iii.

Dividend Reinvestment Plans. Covered Person may have or acquire a Beneficial Interest in securities held in a dividend reinvestment plan account directly with the issuer of the securities or its transfer agent (a “Dividend Reinvestment Plan”), subject to compliance with the requirements of Section 3.a below.

 

c.

Outside Securities Accounts. Covered Persons that have or acquire a Beneficial Interest in a securities account (including an IRA account) other than an Approved Account, Mutual Fund-Only Account, Managed Account or Outside Retirement Account (an “Outside Securities Account”) must obtain the prior written approval to maintain such account from the Compliance Department.

 

i.

A request for such approval must be submitted to the Compliance Department through FIS/PTA using substantially the form of “Request for Approval for an Outside Securities Account” attached hereto as Appendix C. Such approvals will only be granted in extraordinary circumstances.

 

ii.

If the Compliance Department does not approve such request, the Covered Person must arrange to transfer or convert such account into an Approved Account, Managed Account, Mutual Fund-Only Account or Outside Retirement Account as promptly as practicable.

 

6.

Transaction Reporting Requirements. Covered Persons shall report all Securities Transactions in which they have a Beneficial Interest to the Compliance Department in accordance with the following provisions:

 

a.

Approved Accounts, Managed Accounts, Mutual Fund Only and Dividend Reinvestment Plan Accounts. Covered Persons will not be required to arrange for the delivery of duplicate copies of confirmations or periodic statements for any Approved Accounts, Managed Accounts, Mutual Fund Only Accounts or Dividend Reinvestment Plans in which they have or acquire a Beneficial Interest. However, the existence of all such accounts must be disclosed to the Compliance Department pursuant to either Section II.D.1 above or II.D.4 below. In addition, copies of any statements for any Managed Accounts, Mutual Fund Only Accounts or Dividend Reinvestment Plans must be made available for review at the specific request of the Compliance Department.

 

b.

Outside Securities Accounts. For any Outside Securities Account approved by the Compliance Department, a Covered Person must arrange for the Compliance Department to receive, directly from the applicable broker-dealer, bank or other financial intermediary, duplicate copies of each confirmation and periodic statement issued by such financial intermediary in respect of such Outside Securities Account.

 

i.

Periodic statements must be received by the Compliance Department no later than thirty (30) calendar days after the close of each calendar quarter. Confirmations must be delivered to the Compliance Department contemporaneously with delivery to the applicable Covered Person.

 

ii.

A form of letter that may be used to request duplicate confirmations and periodic statements from financial intermediaries is attached as Appendix E. If a Covered Person is not able to arrange for duplicate confirmations and periodic statements to be sent, the Covered Person must immediately cease trading in such account and notify the Compliance Department.

 

iii.

It shall be the Covered Person’s responsibility to promptly input into FIS/PTA all initially required information relating to any holdings in an Outside Securities Account. and to notify the Compliance Department on the same day of any subsequent Securities Transactions in such Outside Retirement Account.

 

5


d.

Outside Retirement Accounts. For any Outside Retirement Account in which a Covered Person has a Beneficial Interest, such Covered Person must either:

 

i.

Certify that such account does not hold any shares of a Reportable Fund or Reportable Security and that no Securities Transactions involving a Reportable Fund or Reportable Security have been executed in such account (such certifications shall be provided to the Compliance Department through FIS/PTA using substantially the form of the “Certificate for Outside Retirement Accounts” attached hereto as Appendix F); or.

 

ii.

If a Covered Person is unable to provide such certification with respect to an Outside Retirement Account, the Covered Person must notify the Compliance Department and provide the Compliance Department with duplicate copies of each confirmation and periodic statement issued by such financial intermediary in respect of such Outside Retirement Account.

 

(a)

Periodic statements must be received by the Compliance Department no later than thirty (30) calendar days after the close of each calendar quarter.

 

(b)

It shall be the Covered Person’s responsibility to promptly input into FIS/PTA all initially required information relating to any holdings in an Outside Retirement Account and to notify the Compliance Department on the same day of any subsequent Securities Transactions in such Outside Retirement Account.

 

7.

New Reportable Accounts. If a Covered Person opens a new reportable account that has not previously been disclosed, the Covered Person must notify the Compliance Department in writing within ten (10) calendar days of the existence of the account and make arrangements to comply with the requirements set forth in Sections II.D.2 & 3 above.

 

8.

Disclaimers. Any report of a Securities Transaction for the benefit of a person other than the individual in whose account the transaction is placed may contain a statement that the report should not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.

 

9.

Availability of Reports. All information supplied pursuant to this Code may be made available for inspection to the CCO of any affected Legg Mason Registered Adviser or Reportable Fund, the board of directors of each company employing the Covered Person, the board of directors of any affected Reportable Fund, the Compliance Department, the Covered Person’s department manager (or designee), any party to which any investigation is referred by any of the foregoing, the Securities and Exchange Commission, any self-regulatory organization of which Legg Mason is a member, any state securities commission, and any attorney or agent of the foregoing or of the Reportable Funds.

 

10.

Outside Business Activities. No Covered Person may engage in outside business activities or serve on the board of directors of a publicly-held company absent prior written authorization of (i) the Compliance Department, and (ii) in the case of service on the board of directors of a publicly-held company, the General Counsel of Legg Mason, Inc.

 

a.

A request for such approval must be submitted to the Compliance Department through FIS/PTA using substantially the form of “Request for Approval of Outside Business Activities” attached hereto as Appendix G.

 

b.

Requests for approval to serve as a director of a publicly held company will rarely be approved.

 

6


III. Personal Securities Transactions

A. Surveillance

The Compliance Department shall be responsible for maintaining a surveillance program reasonably designed to monitor the personal trading activities of all Covered Persons for compliance with the provisions of this Code and for investigating any suspected violation of the Code. Upon reaching the conclusion that a violation of the Code has occurred, the Compliance Department shall report the results of such investigation to the applicable Covered Person, the Covered Person’s department manager and to the CCOs of any affected Legg Mason Registered Adviser or Reportable Fund.

B. Remedies

 

1.

Authority. The Compliance Department has authority to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly comply with any sanction directive may result in the imposition of additional sanctions..

 

2.

Sanctions. If the Compliance Department determines that a Covered Person has committed a violation of the Code, the Compliance Department may, in consultation with the Human Resources Department and the Covered Person’s supervisor, as appropriate, impose sanctions and take other actions as it deems appropriate, including a verbal warning, a letter of caution or warning, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the Securities and Exchange Commission, criminal referral, and termination of employment of the violator for cause. The Compliance Department may also require the Covered Person to reverse the transaction in question and forfeit any profit or absorb any loss associated or derived as a result. The amount of profit shall be calculated by the Compliance Department. No member of the Compliance Department may review his or her own transaction or those of his or her supervisors. If necessary, the General Counsel of Legg Mason or the CCO of the relevant Legg Mason Registered Adviser shall review these transactions..

C. Exceptions to the Code

Although exceptions to the Code will rarely be granted, the Compliance Department may grant exceptions to the requirements of the Code if the Compliance Department finds that the proposed conduct involves negligible opportunity for abuse. All such exceptions must be in writing..

IV. Definitions

When used in the Code, the following terms have the meanings set forth below:

A. General Defined Terms

“CCO” means the Chief Compliance Officer of any Reportable Fund, Legg Mason Registered Adviser or Legg Mason entity that is a principal underwriter of a Reportable Fund.

“Code” means this Code of Ethics, as the same may be amended from time to time.

“Compliance Department” means the Legal and Compliance Department of Legg Mason.

“Covered Person” means any employee of Legg Mason & Co., LLC who is covered by this Code in accordance with the provisions of Section I.A above.

 

7


“Federal Securities Laws” means the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to Legg Mason and any Reportable Funds, and any rule adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Legg Mason” means Legg Mason, Inc. and its subsidiaries and affiliates.

“Legg Mason Registered Advisers” means those subsidiaries of Legg Mason that are registered as investment advisers under the Investment Advisers Act.

“FIS/PTA” means FIS Personal Trading Assistant, a web browser-based automated personal trading compliance platform used by the Compliance Department to administer this Code.

B. Terms Defining the Scope of a Beneficial Interest in a Security

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities.

A Covered Person is deemed to have a Beneficial Interest in the following:

 

1.

Any Security owned individually by the Covered Person.

 

2.

Any Security owned jointly by the Covered Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations).

 

3.

Any Security in which a member of the Covered Person’s Immediate Family has a Beneficial Interest if:

 

a.

The Security is held in an account over which the Covered Person has decision making authority (for example, the Covered Person acts as trustee, executor, or guardian); or

 

b.

The Security is held in an account for which the Covered Person acts as a broker or investment adviser representative.

A Covered Person is presumed to have a Beneficial Interest in any Security in which a member of the Covered Person’s Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the Covered Person.

Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Department. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a) (2) and (5) promulgated under the Securities Exchange Act of 1934, as amended.

 

8


“Immediate Family” of a Covered Person means any of the following persons:

 

child    grandparent    son-in-law
stepchild    spouse    daughter-in-law
grandchild    sibling    brother-in-law
parent    mother-in-law    sister-in-law
stepparent    father-in-law   

Immediate Family includes adoptive relationships, domestic partner relationships and other relationships (whether or not recognized by law) that the Compliance Department determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety, which this Code is intended to prevent.

C. Terms Defining the Scope of a Reportable Transaction

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

“Equivalent Security” means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or Security otherwise convertible into that Security. Options on Securities are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

“Managed Account” means an account where a Covered Person has no:

 

 

Direct or indirect influence or control over the account (for example, the trustee or investment manager simply summarizes, describes, or explains account activity without the Covered Person providing directions or suggestions);

 

 

Knowledge of the transaction before it is completed (for example, transactions effected for a Covered Person by a trustee of a blind trust, or discretionary trades made by an investment manager retained by the Covered Person, in connection with which the Covered Person is neither consulted nor advised of the trade before it is executed); and

 

 

Knowledge of the specific management actions taken by a trustee or investment manager and no right to intervene in the trustee’s or investment manager’s management (for example, the Covered Person is not consulted as to the allocation of investments for the account).

“Mutual Fund-Only Account” means a Securities account or account held directly with a mutual fund that holds only non-Reportable Funds and in which no other type of Securities may be held. For purposes of this Code, a Mutual Fund-Only Account includes a 529 plan or variable annuity life insurance account that holds only non-Reportable Funds and in which no other type of Securities may be held.

 

9


“Private Placement” means a Securities offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to Rules 504, 505 or 506 of Regulation D under the Securities Act.

“Proprietary Fund” means an open-end investment company registered under the Investment Company Act (or any portfolio or series thereof, as the case may be) that is part of one of the fund families sponsored by Legg Mason or its affiliates.

“Reportable Fund” means (a) any fund registered under the Investment Company Act for which a Legg Mason Registered Adviser serves as an investment adviser, or (b) any fund registered under the Investment Company Act whose investment adviser or principal underwriter is controlled by or under common control with Legg Mason. For purposes of this definition, “investment adviser” has the same meaning as it does in section 2(a)(20) of the Investment Company Act, and “control” has the same meaning as it does in Section 2(a)(9) of the Investment Company Act.

“Reportable Security” means any Security (as defined herein) other than the following types of Securities:

 

1.

Direct obligations of the Government of the United States;

 

2.

Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

 

3.

Shares of open-end mutual funds that are not Reportable Funds.

“Securities Transaction” means a purchase or sale of Securities in which a Covered Person has or acquires a Beneficial Interest.

“Security” includes stock, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, closed-end investment companies, and all derivative instruments of the foregoing, such as options and warrants. “Security” does not include futures or options on futures, but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.

 

10

CERTIFICATIONS PURSUANT TO SECTION 302

EX-99.CERT

CERTIFICATIONS

I, Matthew T. Hinkle, certify that:

 

1.

I have reviewed this report on Form N-CSR of Legg Mason ETF Investment Trust – Legg Mason Small-Cap Quality Value ETF;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: September 24, 2021    

/s/ Matthew T. Hinkle

    Matthew T. Hinkle
    Chief Executive Officer


CERTIFICATIONS

I, Vivek Pai, certify that:

 

1.

I have reviewed this report on Form N-CSR of Legg Mason ETF Investment Trust – Legg Mason Small-Cap Quality Value ETF;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: September 24, 2021    

/s/ Vivek Pai

    Vivek Pai
    Principal Financial Officer

CERTIFICATIONS PURSUANT TO SECTION 906

EX-99.906CERT

CERTIFICATION

Matthew T. Hinkle, Chief Executive Officer, and Vivek Pai, Principal Financial Officer of Legg Mason ETF Investment Trust – Legg Mason Small-Cap Quality Value ETF (the “Registrant”), each certify to the best of their knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended July 31, 2021 (the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Chief Executive Officer     Principal Financial Officer
Legg Mason ETF Investment Trust -     Legg Mason ETF Investment Trust -
Legg Mason Small-Cap Quality Value ETF     Legg Mason Small-Cap Quality Value ETF

/s/ Matthew T. Hinkle

   

/s/ Vivek Pai

Matthew T. Hinkle     Vivek Pai
Date: Septem