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Form N-CSR Legg Mason Global Asset For: Sep 30

November 21, 2019 2:41 PM EST

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22338

 

 

Legg Mason Global Asset Management Trust

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

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

Date of fiscal year end: September 30

Date of reporting period: September 30, 2019

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   September 30, 2019

QS

STRATEGIC REAL

RETURN FUND

 

 

 

 

Beginning in March 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your Service Agent or 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 Service Agent or, if you are a direct shareholder with the Fund, by calling 1-877-721-1926.

You may elect to receive all future reports in paper free of charge. If you invest through a Service Agent, you can contact your Service Agent to request that you continue to receive paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that Service Agent. If you are a direct shareholder with the Fund, you can call the Fund at 1-877-721-1926, or write to the Fund by regular mail at Legg Mason Funds, P.O. Box 9699, Providence, RI 02940-9699 or by express, certified or registered mail to Legg Mason Funds, 4400 Computer Drive, Westborough, MA 01581 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Fund overview     1  
Fund at a glance     8  
Fund expenses     9  
Fund performance     11  
Consolidated schedule of investments     14  
Consolidated statement of assets and liabilities     26  
Consolidated statement of operations     28  
Consolidated statements of changes in net assets     29  
Consolidated financial highlights     30  
Notes to consolidated financial statements     35  
Report of independent registered public accounting firm     51  
Additional information     52  
Important tax information     58  

Fund objective

The Fund seeks to provide an attractive long-term real return.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of QS Strategic Real Return Fund for the twelve-month reporting period ended September 30, 2019. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

Special shareholder notice

Effective August 30, 2019, Lisa Wang joined Thomas Picciochi, Stephen A. Lanzendorf, Joseph S. Giroux, and Christopher W. Floyd, each employed by QS Investors, LLC (“QS Investors”), one of the Fund’s subadvisers, as portfolio managers for the Fund. QS Investors utilizes a team-based approach headed by Mr. Picciochi, CAIA and Ms. Wang, CFA, to monitor and coordinate management of the Fund and provide day-to-day management of the Commodity-Linked Securities Sleeve, the REITs Sleeve, and the Tactical Strategy Sleeve subadvised by QS Investors. Mr. Picciochi and Ms. Wang have served as portfolio managers for the Fund since 2014 and since August 2019, respectively. Mr. Lanzendorf, CFA, Mr. Giroux, and Mr. Floyd, CFA, have been portfolio managers of the Fund’s Global Equity Securities Sleeve subadvised by QS Investors since 2011, 2014 and February 2019, respectively. For more information, please see the Fund’s prospectus dated February 1, 2019.

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 prices and performance,

• Market insights and commentaries from our portfolio managers, and

• A host of educational resources.

 

 

   II   

   QS Strategic Real Return Fund


We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

October 31, 2019

 

QS Strategic Real Return Fund

 

 

   III   


Fund overview

 

Q. What is the Fund’s investment strategy?

A. Under normal market conditions, the Fund, using a tactical asset allocation program, seeks to provide an attractive long-term real return. The Fund defines real return as total return reduced by the impact of inflation. In seeking to meet its investment objective, the Fund implements a tactical asset allocation program overseen by its adviser and a subadviser, QS Investors, LLC (“QS Investors”). The Fund may allocate its assets among five investment “sleeves” which we believe are generally complementary to each other, with the following target allocations of the Fund’s net assets:

 

 

Inflation-Linked Debt Securities (40%)

 

 

Global Equity Securities (20%)

 

 

Commodity-Linked Securities (20%)

 

 

Exchange-Traded Funds (“ETFs”) that invest in Real Estate Investment Trusts (“REITs”)i (10%)

 

 

Tactical Strategy (10%)

Actual allocations may deviate from each target allocation shown above by up to 50% of such target allocation. The composition and asset allocation of the Fund’s investment portfolio will vary over time, based on QS Investors’ overall allocation decisions, and may be changed without shareholder approval. Asset allocation decisions are primarily based on QS Investors’ evaluations of the relative attractiveness of the asset classes in which the Fund invests. The processes take into account several factors, including quantitative analysis, qualitative inputs and risk management guidelines. Holdings in a particular strategy may also vary because of performance differences among the different strategies.

The Fund utilizes a “multi-manager” approach, whereby the adviser and each subadviser provide day-to-day management for one or more of the investment sleeves. The adviser and each subadviser use different investment strategies in managing the sleeves, act independently from the others in their management of the investment sleeve for which they are responsible, and use their own methodology for selecting investments. Currently, Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Limited in London (“WAML”) and Western Asset Management Company Ltd in Japan (“Western Japan”) manage the Inflation-Linked Debt Securities Sleeve and, QS Investors manages the Global Equity Securities Sleeve, the Commodity-Linked Securities Sleeve, the REITs Sleeve and the Tactical Strategy Sleeve. QS Investors may also allocate a portion of the Fund’s assets to ClearBridge Investments, LLC, either in place of, or in addition to, the subadvisers named above. Western Asset also manages the portion of the Fund’s cash and short-term instruments allocated to it. The Fund may use commodity derivatives (swaps and S&P GSCI®ii futures) to gain exposure to commodities. These derivatives are fully collateralized with cash.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   1   


Fund overview (cont’d)

 

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

A. Over the twelve-month reporting period ended September 30, 2019, the fixed income markets outperformed the global equity markets. U.S. fixed income outperformed global fixed income, returning 10.30% vs 7.60% as measured by the Bloomberg Barclays U.S. Aggregate Indexiii and Bloomberg Barclays Global Aggregate Indexiv, respectively. The overall fixed income market was supported by the dovish activity by global central banks, which have been reducing interest rates. In the U.S., the Federal Reserve Board (the “Fed”)v cut interest rates by twenty-five basis pointsvi twice over the last quarter of the reporting period. In August 2018, the U.S. 2-year/10-year yield differential inverted for the first time in over a decade, and the 30-year Treasury yield dropped below 2% for the first time. The European Central Bank (“ECB”)vii announced additional stimulus last month and reduced the deposit rate to a record low of -0.5%.

Within the U.S., large capitalization equities strongly outperformed small caps, returning 4.25% versus -8.89%, as measured by the S&P 500 Indexviii and the Russell 2000 Indexix, respectively. Small cap stock performance was driven by the 20.2% decline during the fourth quarter of 2018. Large-cap stock outperformance was driven by the rebound during the first quarter of 2019, when the S&P 500 Index returned 13.6%, recording one of its best quarterly performances in a decade. Abroad, developed markets outperformed emerging markets, returning -1.34% and -2.02% in the MSCI EAFE Indexx and the MSCI Emerging Markets Indexxi, respectively.

Gold returned 23.0% over the past year and benefited from the episodic risk-off moments. During the fourth quarter of 2018 when global equity markets sold off, gold played its perceived role of a defensive asset and rose 7.5%. Gold also rose 9.3% during the second calendar quarter of 2019, supported by a weaker U.S. dollar, dovish comments by the Fed and heightened geopolitical risk.

Crude oil declined 26.2% over the past year, largely driven by the fourth calendar quarter of 2018. During that quarter, market concerns around over-supply spiked, a Bloomberg survey showed oil output hit a multi-year high and the U.S. showed surging domestic supply, all leading to a 38.0% decline in the commodity. Crude oil then rebounded 32.0% in the following quarter from tighter global supply conditions. This was driven by the U.S. reducing its drilling, Venezuelan sanctions and outages, and Saudi Arabia affirming their commitment to cutting oil output.

Trade tensions between the U.S. and China whipsawed markets and led to periods of increased volatility throughout the past year. In December of 2018, President Trump scared markets by tweeting “A deal between the two countries would get done if possible. But if not possible remember…I am Tariff Man.” This rattled Chinese equity markets and combined with weakness in activity data, Chinese equities declined 10.7% over the quarter as measured by the MSCI China Net Total Return Local Indexxii. The second calendar quarter of 2019 ended with President Trump and Chinese President Xi Jinping meeting at the G-20xiii summit and agreeing to a cease fire on the trade war. Trade tensions continued over the next quarter and led to the U.S. dollar to Chinese Yuan exchange rate to rise above the 7.10 level.

 

 

   2   

   QS Strategic Real Return Fund 2019 Annual Report


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

A. Our process focuses mostly on strategic allocation which diversifies among traditional and alternative asset classes and is designed to hedge against short-term and long term-inflation.

During the twelve-month period ended September 30, 2019, no changes were made to the strategic weights. A change was made within the Tactical Strategy sleeve to incorporate a trend following signal that measures price momentum over the preceding 6-12 months in lieu of relative value and risk signals.

Performance review

For the twelve months ended September 30, 2019, Class A shares of QS Strategic Real Return Fund, excluding sales charges, returned -0.73%. The Fund’s unmanaged benchmark, the Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Indexxiv, returned 7.13% and the Composite Indexxv, representing the Fund’s underlying investments, returned 0.32% over the same period. The Lipper Real Return Funds Category Averagexvi returned 0.42% over the same time frame.

 

Performance Snapshot as of September 30, 2019
(unaudited)
 
(excluding sales charges)   6 months     12 months  
QS Strategic Real Return Fund:    

Class A

    1.36     -0.73

Class A2

    1.30     -0.95

Class C

    0.94     -1.51

Class I

    1.51     -0.52

Class IS

    1.54     -0.35
Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Index     4.25     7.13
Composite Index     1.59     0.32
Lipper Real Return Funds
Category Average
    0.36     0.42

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 and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/mutualfunds.

All share class returns assume the reinvestment of all distributions at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply or the deduction of taxes that a shareholder would pay on Fund distributions. If sales charges were reflected, the performance quoted would be lower. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   3   


Fund overview (cont’d)

 

Fund performance figures reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated February 1, 2019, the gross total annual fund operating expense ratios for Class A, Class A2, Class C, Class I and Class IS shares were 1.57%, 1.66%, 2.37%, 1.21% and 1.14%, respectively.

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

As a result of expense limitation arrangements, the ratio of total annual fund operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of exchange-traded funds (“ETFs”)), dividend expense on short sales, taxes and extraordinary expenses, to average net assets will not exceed 1.35% for Class A shares, 1.55% for Class A2 shares, 2.10% for Class C shares, 1.10% for Class I shares and 1.00% for Class IS shares. In addition, the ratio of total annual fund operating expenses for Class IS shares will not exceed the ratio of total annual fund operating expenses for Class I shares. Acquired fund fees and expenses are subject to these arrangements. These expense limitation arrangements cannot be terminated prior to December 31, 2020 without the Board of Trustees’ consent.

The manager is permitted to recapture amounts waived and/or reimbursed to a class within three years after the fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual operating expenses exceeding the expense cap or any other lower limit then in effect.

Q. What were the leading contributors to performance?

A. The leading contributor to absolute performance when considering both return and weight in the portfolio was the allocation to Inflation-Linked Debt Securities (representing an average weight of 40.5% of the Fund during the reporting period). This allocation returned 7.8% over the twelve-month reporting period. The allocation to ETFs that invest in REITs, returned 19.5% and had an average weight of 10.3% during the period. Relative to their particular benchmarks, the largest contributors to performance were the Commodity-Linked Securities and the Inflation-Linked Debt Securities sleeves.

 

 

   4   

   QS Strategic Real Return Fund 2019 Annual Report


Q. What were the leading detractors from performance?

A. The largest detractor from absolute performance when considering both return and weight in the portfolio was an allocation to Commodity-Linked Securities (representing an average weight of 19.9% for the reporting period). The allocation returned -13.9% over the twelve-month reporting period. The currency overlay also detracted from performance, as it returned -2.7%. Relative to its benchmark, the leading detractor from performance was the Global Equity Securities sleeve (representing approximately 20.1% of the Fund).

Thank you for your investment in QS Strategic Real Return Fund. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

QS Investors, LLC

October 18, 2019

RISKS: The Fund is subject to interest rate, credit, income, prepayment and inflation risks. As interest rates rise, bond prices fall, reducing the value of a fixed-income investment. Changes in inflation will cause the Fund’s income to fluctuate, sometimes substantially. Periods of deflation may adversely affect the Fund’s net asset value. Equity securities are subject to market and price fluctuations. The Fund is non-diversified, and therefore it is permitted to invest a higher percentage of its assets in any one issuer than a diversified fund, which may magnify the Fund’s losses from events affecting a particular issuer. The Fund is subject to the risks of the underlying funds in which it invests. In addition to the Fund’s operating expenses, you will indirectly bear the operating expenses of any underlying funds, including ETFs. Each underlying fund may engage in active and frequent trading, resulting in higher portfolio turnover and transaction costs. Derivatives, such as options and futures, can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. International investments are subject to special risks including currency fluctuations and social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. The Fund may use leverage, which may increase volatility and possibility of loss. The Fund may invest in REITs, which are closely linked to the performance of the real estate markets. The Fund is subject to the illiquidity, credit and interest rate risks of REITs, as well as risks associated with small-and mid-cap investments. The model used to manage the Fund’s assets provides no assurance that the recommended allocation will either maximize returns or minimize risks. There is no assurance that a recommended allocation will prove the ideal allocation in all circumstances. The Fund may engage in short selling, which is a speculative strategy that involves special risks. Unlike the possible loss on a security that is purchased, there is no limit on the amount of loss on an appreciating security that is sold short. Additional risks may include those risks associated with investing in commodities, ETFs, exchange-traded notes (ETNs) and master limited partnerships (MLPs). Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   5   


Fund overview (cont’d)

 

Portfolio holdings and breakdowns are as of September 30, 2019 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 14 through 25 for a list and percentage breakdown of the Fund’s holdings.

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

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

 

 

   6   

   QS Strategic Real Return Fund 2019 Annual Report


 

i  

Real estate investment trusts (“REITs”) invest in real estate or loans secured by real estate and issue shares in such investments, which can be illiquid.

 

ii 

The S&P GSCI® is a composite index of commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities. The returns are calculated on a fully collateralized basis with full reinvestment.

 

iii 

The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.

 

iv 

The Bloomberg Barclays Global Aggregate Index is an index comprised of several other Bloomberg Barclays indices that measure fixed-income performance of regions around the world.

 

v 

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

 

vi 

A basis point is one-hundredth (1/100 or 0.01) of one percent.

 

vii 

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

 

viii 

The S&P 500 Index is an unmanaged index of 500 stocks and is generally representative of the performance of larger companies in the U.S.

 

ix 

The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 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.

 

x 

The MSCI EAFE Index is a free float-adjusted market capitalization index designed to measure developed market equity performance, excluding the U.S. and Canada.

 

xi 

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

 

xii 

The MSCI China Net Total Return Local Index constructed based on the integrated China equity universe included in the MSCI Emerging Markets Index, providing a standardized definition of the China equity opportunity set. The index aims to represent the performance of large- and mid-cap segments with H shares, B shares, red chips, P chips and foreign listings (e.g., ADRs) of Chinese stocks. China A shares will be partially included in this index, making it the de facto index for all of China.

 

xiii 

The Group of Twenty (“G-20”) Finance Ministers and Central Bank Governors was established in 1999 to bring together systemically important industrialized and developing economies to discuss key issues in the global economy.

 

xiv 

The Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Index represents an unmanaged market index made up of U.S. Treasury Inflation Protected securities (TIPS).

 

xv 

The Composite Index reflects the blended rate of return of the following underlying indices: 40% Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Index, 20% MSCI All Country World Index, 20% S&P GSCI®, 10% FTSE NAREIT All REITs Index and 10% FTSE 1-Month U.S. Treasury Bill Index (formerly the Citigroup 1-Month U.S. Treasury Bill Index). The Composite Index is hedged to 50% exposure to the U.S. dollar, as defined by the U.S. Dollar Index (USDX). The Composite Index’s unhedged currency exposure is predominantly U.S. dollar-based. The Fund’s target hedged currency exposure is 50% U.S. dollar, 50% non-U.S. dollar. The Fund may deviate, either up or down, from its target currency allocation due to market conditions.

 

xvi 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended September 30, 2019, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 92 funds for the six-month period and among the 91 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

 

 

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   7   


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of September 30, 2019 and September 30, 2018 and does not include derivatives, such as futures contracts and forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

 

   8   

   QS Strategic Real Return Fund 2019 Annual Report


Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; service and/or distribution (12b-1) 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 mutual funds.

This example is based on an investment of $1,000 invested on April 1, 2019 and held for the six months ended September 30, 2019.

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 front-end or back-end sales charges (loads). 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 Return
Without
Sales
Charge2
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
               Hypothetical
Annualized
Total Return
    Beginning
Account
Value
    Ending
Account
Value
    Annualized
Expense
Ratio3
    Expenses
Paid
During
the
Period4
 
Class A     1.36   $ 1,000.00     $ 1,013.60       1.30   $ 6.56       Class A     5.00   $ 1,000.00     $ 1,018.55       1.30   $ 6.58  
Class A2         1.30       1,000.00       1,013.00       1.51       7.62       Class A2         5.00       1,000.00       1,017.50       1.51       7.64  
Class C     0.94       1,000.00       1,009.40       2.05       10.33       Class C     5.00       1,000.00       1,014.79       2.05       10.35  
Class I     1.51       1,000.00       1,015.10       1.05       5.30       Class I     5.00       1,000.00       1,019.80       1.05       5.32  
Class IS     1.54       1,000.00       1,015.40       0.96       4.85       Class IS     5.00       1,000.00       1,020.26       0.96       4.86  

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   9   


Fund expenses (unaudited) (cont’d)

 

 

 

1 

For the six months ended September 30, 2019.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A and Class A2 shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective 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 (183), then divided by 365.

 

 

   10   

   QS Strategic Real Return Fund 2019 Annual Report


Fund performance (unaudited)

 

Average annual total returns                          
Without sales charges1   Class A     Class A2     Class C     Class I     Class IS  
Twelve Months Ended 9/30/19     -0.73     -0.95     -1.51     -0.52     -0.35
Five Years Ended 9/30/19     -0.34       -0.54       -1.09       -0.08       0.00 † 
Inception* through 9/30/19     2.27       0.03       1.51       2.53       1.62  
With sales charges2   Class A     Class A2     Class C     Class I     Class IS  
Twelve Months Ended 9/30/19     -6.46     -6.68     -2.42     -0.52     -0.35
Five Years Ended 9/30/19     -1.51       -1.72       -1.09       -0.08       0.00 † 
Inception* through 9/30/19     1.64       -0.82       1.51       2.53       1.62  

 

Cumulative total returns  
Without sales charges1        
Class A (Inception date of 2/26/10 through 9/30/19)      24.00
Class A2 (Inception date of 10/31/12 through 9/30/19)      0.20  
Class C (Inception date of 2/26/10 through 9/30/19)      15.51  
Class I (Inception date of 2/26/10 through 9/30/19)      27.10  
Class IS (Inception date of 12/15/11 through 9/30/19)      13.38  

All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

1 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares and Class A2 shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares and Class A2 shares reflect the deduction of the maximum initial sales charge of 5.75%. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

Amount represents less than 0.005%.

 

*

Inception dates for Class A, A2, C, I and IS shares are February 26, 2010, October 31, 2012, February 26, 2010, February 26, 2010 and December 15, 2011, respectively.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   11   


Fund performance (unaudited) (cont’d)

 

Historical performance

Value of $10,000 invested in

Class A and C Shares of QS Strategic Real Return Fund vs. Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Index‡ — February 26, 2010 - September 2019

 

LOGO

Value of $1,000,000 invested in

Class I Shares of QS Strategic Real Return Fund vs. Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Index‡ — February 26, 2010 - September 2019

 

LOGO

 

 

 

   12   

   QS Strategic Real Return Fund 2019 Annual Report


All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower.

 

Hypothetical illustration of $10,000 invested in Class A and C shares and $1,000,000 invested in Class I shares of QS Strategic Real Return Fund on February 26, 2010 (inception date), assuming the deduction of the maximum initial sales charge of 5.75% at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through September 30, 2019. The hypothetical illustration also assumes a $10,000 or $1,000,000 investment, as applicable, in the Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Index. The Bloomberg Barclays U.S. Treasury Inflation-Linked Bond Index represents an unmanaged market index made up of U.S. Treasury Inflation-Linked Index securities. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than the Class A, C and I shares’ performance indicated on these charts, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   13   


Consolidated schedule of investments

September 30, 2019

 

QS Strategic Real Return Fund

 

Security    Rate      Maturity
Date
     Face
Amount†
     Value  
U.S. Treasury Inflation Protected Securities — 35.1%                                    

U.S. Treasury Bonds, Inflation Indexed

     0.125      1/15/22        226,718      $ 224,569  

U.S. Treasury Bonds, Inflation Indexed

     0.125      4/15/22        7,385,000        7,310,337  

U.S. Treasury Bonds, Inflation Indexed

     0.125      1/15/23        1,556,170        1,543,431  

U.S. Treasury Bonds, Inflation Indexed

     2.000      1/15/26        7,239,120        8,036,764  

U.S. Treasury Bonds, Inflation Indexed

     2.500      1/15/29        1,195,020        1,443,050  

U.S. Treasury Bonds, Inflation Indexed

     3.875      4/15/29        3,261,884        4,373,219  

U.S. Treasury Bonds, Inflation Indexed

     2.125      2/15/40        356,118        472,108  

U.S. Treasury Bonds, Inflation Indexed

     2.125      2/15/41        726,398        971,431  

U.S. Treasury Bonds, Inflation Indexed

     0.625      2/15/43        435,224        444,270  

U.S. Treasury Bonds, Inflation Indexed

     1.375      2/15/44        5,801,638        6,919,799  

U.S. Treasury Bonds, Inflation Indexed

     0.750      2/15/45        1,416,428        1,481,069  

U.S. Treasury Bonds, Inflation Indexed

     1.000      2/15/49        917,649        1,030,983  

Total U.S. Treasury Inflation Protected Securities (Cost — $32,659,948)

 

              34,251,030  
                      Shares          
Common Stocks — 20.1%                                    
Communication Services — 1.4%                                    

Diversified Telecommunication Services — 0.5%

                                   

AT&T Inc.

                       3,849        145,646  

China Telecom Corp. Ltd., Class H Shares

                       268,000        122,467  (a) 

China Unicom Hong Kong Ltd.

                       96,000        101,498  (a) 

KT Corp., ADR

                       7,042        79,645  

LG Uplus Corp.

                       6,096        69,693  (a) 

Total Diversified Telecommunication Services

                                518,949  

Interactive Media & Services — 0.5%

                                   

58.com Inc., ADR

                       1,200        59,172  

Alphabet Inc., Class A Shares

                       166        202,709  

Auto Trader Group PLC

                       15,400        96,552  (a) 

Facebook Inc., Class A Shares

                       668        118,958  

Total Interactive Media & Services

                                477,391  

Wireless Telecommunication Services — 0.4%

                                   

KDDI Corp.

                       6,500        169,911  (a) 

T-Mobile US Inc.

                       2,400        189,048  

Total Wireless Telecommunication Services

                                358,959  

Total Communication Services

                                1,355,299  
Consumer Discretionary — 2.7%                                    

Automobiles — 0.1%

                                   

Subaru Corp.

                       3,400        96,110  (a)  

 

See Notes to Consolidated Financial Statements.

 

 

   14   

   QS Strategic Real Return Fund 2019 Annual Report


 

 

QS Strategic Real Return Fund

 

Security                 Shares     Value  

Hotels, Restaurants & Leisure — 1.1%

                               

Aristocrat Leisure Ltd.

                    4,400     $ 91,239  (a) 

Brinker International Inc.

                    2,465       105,182  

Genting Singapore Ltd.

                    151,800       96,684  (a) 

Jack in the Box Inc.

                    1,293       117,818  

Las Vegas Sands Corp.

                    1,700       98,192  

Sands China Ltd.

                    22,800       104,101  (a) 

Starbucks Corp.

                    1,000       88,420  

Wyndham Destinations Inc.

                    2,200       101,244  

Yum China Holdings Inc.

                    1,800       81,774  

Yum! Brands Inc.

                    1,236       140,199  

Total Hotels, Restaurants & Leisure

                            1,024,853  

Internet & Direct Marketing Retail — 0.3%

                               

Amazon.com Inc.

                    190       329,823  * 

Specialty Retail — 1.0%

                               

Home Depot Inc.

                    1,410       327,148  

Lowe’s Cos. Inc.

                    2,422       266,323  

Ross Stores Inc.

                    1,937       212,779  

TJX Cos. Inc.

                    3,170       176,696  

Total Specialty Retail

                            982,946  

Textiles, Apparel & Luxury Goods — 0.2%

                               

Burberry Group PLC

                    3,780       101,105  (a) 

Pandora A/S

                    1,198       48,144  (a) 

Under Armour Inc., Class A Shares

                    4,000       79,760  

Total Textiles, Apparel & Luxury Goods

                            229,009  

Total Consumer Discretionary

                            2,662,741  
Consumer Staples — 1.6%                                

Beverages — 0.1%

                               

Kirin Holdings Co. Ltd.

                    7,000       148,603  (a)  

Food & Staples Retailing — 0.4%

                               

Seven & i Holdings Co. Ltd.

                    2,700       103,612  (a) 

Wal-Mart de Mexico SAB de CV

                    36,000       106,701  

Walmart Inc.

                    1,518       180,156  

Total Food & Staples Retailing

                            390,469  

Food Products — 0.4%

                               

Archer-Daniels-Midland Co.

                    3,220       132,245  

JBS SA

                    14,000       110,249  

Morinaga & Co. Ltd.

                    2,400       116,598  (a) 

Total Food Products

                            359,092  

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   15   


Consolidated schedule of investments (cont’d)

September 30, 2019

 

QS Strategic Real Return Fund

 

Security                 Shares     Value  

Household Products — 0.2%

                               

Church & Dwight Co. Inc.

                    2,230     $ 167,785  

Kimberly-Clark de Mexico SAB de CV, Class A Shares

                    36,000       72,350  

Total Household Products

                            240,135  

Personal Products — 0.4%

                               

Estee Lauder Cos. Inc., Class A Shares

                    778       154,783  

Hengan International Group Co. Ltd.

                    12,000       78,361  (a) 

Unilever PLC

                    2,500       150,321  (a) 

Total Personal Products

                            383,465  

Tobacco — 0.1%

                               

KT&G Corp.

                    746       65,856  (a)   

Total Consumer Staples

                            1,587,620  
Energy — 1.0%                                

Oil, Gas & Consumable Fuels — 1.0%

                               

China Petroleum & Chemical Corp., Class H Shares

                    160,000       95,507  (a) 

Eni SpA

                    5,776       88,215  (a) 

Exxon Mobil Corp.

                    1,048       73,999  

OMV AG

                    2,919       156,380  (a) 

Petroleo Brasileiro SA, ADR

                    9,904       130,139  

Repsol SA

                    6,881       107,331  (a) 

Royal Dutch Shell PLC, Class A Shares

                    3,628       106,056  (a) 

Valero Energy Corp.

                    2,000       170,480  

Total Energy

                            928,107  
Financials — 4.2%                                

Banks — 2.0%

                               

Banco Bilbao Vizcaya Argentaria SA

                    17,000       88,694  (a) 

Bank of America Corp.

                    8,209       239,456  

BNP Paribas SA

                    2,233       108,874  (a) 

Canadian Imperial Bank of Commerce

                    2,100       173,266  

Citigroup Inc.

                    3,433       237,152  

Citizens Financial Group Inc.

                    5,376       190,149  

Danske Bank A/S

                    4,373       60,879  (a) 

Fifth Third Bancorp

                    4,333       118,638  

ING Groep NV

                    8,000       83,861  (a) 

JPMorgan Chase & Co.

                    2,182       256,800  

Lloyds Banking Group PLC

                    204,717       136,521  (a) 

National Bank of Canada

                    1,500       74,635  

Wells Fargo & Co.

                    4,100       206,804  

Total Banks

                            1,975,729  

 

See Notes to Consolidated Financial Statements.

 

 

   16   

   QS Strategic Real Return Fund 2019 Annual Report


QS Strategic Real Return Fund

 

Security                 Shares     Value  

Capital Markets — 0.3%

                               

Ameriprise Financial Inc.

                    894     $ 131,508  

Morgan Stanley

                    3,300       140,811  

Total Capital Markets

                            272,319  

Consumer Finance — 0.2%

                               

Capital One Financial Corp.

                    2,091       190,239  

Insurance — 1.7%

                               

Aegon NV

                    21,112       87,797  (a) 

Allianz SE, Registered Shares

                    984       229,465  (a) 

Allstate Corp.

                    2,131       231,597  

AXA SA

                    5,029       128,544  (a) 

Axis Capital Holdings Ltd.

                    1,232       82,199  

DB Insurance Co. Ltd.

                    1,293       55,704  (a) 

Hannover Rueck SE

                    889       150,358  (a) 

Legal & General Group PLC

                    31,700       96,791  (a) 

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen, Registered Shares

                    500       129,361  (a) 

Prudential Financial Inc.

                    1,232       110,818  

Swiss Life Holding AG, Registered Shares

                    358       171,098  (a) 

Swiss Re AG

                    1,657       172,924  (a) 

Total Insurance

                            1,646,656  

Total Financials

                            4,084,943  
Health Care — 2.2%                                

Biotechnology — 0.4%

                               

Amgen Inc.

                    1,163       225,052  

Biogen Inc.

                    528       122,929  

Regeneron Pharmaceuticals Inc.

                    280       77,672  

Total Biotechnology

                            425,653  

Health Care Equipment & Supplies — 0.6%

                               

Baxter International Inc.

                    2,294       200,656  

Edwards Lifesciences Corp.

                    800       175,928  

Masimo Corp.

                    1,169       173,936  

Total Health Care Equipment & Supplies

                            550,520  

Health Care Providers & Services — 0.5%

                               

Cigna Corp.

                    637       96,690  

Humana Inc.

                    545       139,340  

McKesson Corp.

                    900       122,994  

UnitedHealth Group Inc.

                    855       185,809  

Total Health Care Providers & Services

                            544,833  

Pharmaceuticals — 0.7%

                               

Bristol-Myers Squibb Co.

                    3,400       172,414  

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   17   


Consolidated schedule of investments (cont’d)

September 30, 2019

 

QS Strategic Real Return Fund

 

Security                 Shares     Value  

Pharmaceuticals — continued

                               

Merck & Co. Inc.

                    1,702     $ 143,274  

Roche Holding AG

                    750       218,719  (a) 

Shionogi & Co. Ltd.

                    2,100       117,161  (a) 

Total Pharmaceuticals

                            651,568  

Total Health Care

                            2,172,574  
Industrials — 2.5%                                

Aerospace & Defense — 0.6%

                               

Boeing Co.

                    583       221,814  

Dassault Aviation SA

                    60       84,857  (a) 

Safran SA

                    1,329       209,505  (a) 

Spirit AeroSystems Holdings Inc., Class A Shares

                    1,505       123,771  

Total Aerospace & Defense

                            639,947  

Airlines — 0.4%

                               

Air Canada

                    3,200       104,368  

Qantas Airways Ltd.

                    37,336       158,765  (a) 

Southwest Airlines Co.

                    2,641       142,640  

Total Airlines

                            405,773  

Construction & Engineering — 0.1%

                               

HOCHTIEF AG

                    516       58,771  (a)   

Electrical Equipment — 0.1%

                               

Rockwell Automation Inc.

                    589       97,067  

Industrial Conglomerates — 0.2%

                               

CITIC Ltd.

                    70,000       88,115  (a) 

LG Corp.

                    1,386       81,172  (a) 

Total Industrial Conglomerates

                            169,287  

Machinery — 0.3%

                               

Alstom SA

                    2,400       99,515  (a) 

Cummins Inc.

                    1,129       183,655  

Total Machinery

                            283,170  

Professional Services — 0.3%

                               

ManpowerGroup Inc.

                    1,639       138,070  

Wolters Kluwer NV

                    1,750       127,814  (a) 

Total Professional Services

                            265,884  

Road & Rail — 0.2%

                               

Norfolk Southern Corp.

                    500       89,830  

Union Pacific Corp.

                    730       118,245  

Total Road & Rail

                            208,075  

Trading Companies & Distributors — 0.2%

                               

Marubeni Corp.

                    11,000       73,420  (a) 

 

See Notes to Consolidated Financial Statements.

 

 

   18   

   QS Strategic Real Return Fund 2019 Annual Report


QS Strategic Real Return Fund

 

Security                 Shares     Value  

Trading Companies & Distributors — continued

                               

Sumitomo Corp.

                    5,200     $ 81,574  (a) 

W.W. Grainger Inc.

                    300       89,145  

Total Trading Companies & Distributors

                            244,139  

Transportation Infrastructure — 0.1%

                               

Aena SME SA

                    548       100,433  (a)   

Total Industrials

                            2,472,546  
Information Technology — 3.0%                                

Communications Equipment — 0.3%

                               

Cisco Systems Inc.

                    5,737       283,465  

IT Services — 0.1%

                               

Visa Inc., Class A Shares

                    853       146,725  

Semiconductors & Semiconductor Equipment — 0.8%

                               

Applied Materials Inc.

                    4,488       223,951  

KLA Corp.

                    727       115,920  

NVIDIA Corp.

                    811       141,171  

Texas Instruments Inc.

                    1,717       221,905  

United Microelectronics Corp.

                    190,000       82,319  (a) 

Total Semiconductors & Semiconductor Equipment

                            785,266  

Software — 0.7%

                               

Check Point Software Technologies Ltd.

                    1,000       109,500  

Microsoft Corp.

                    3,100       430,993  

VMware Inc., Class A Shares

                    670       100,540  

Total Software

                            641,033  

Technology Hardware, Storage & Peripherals — 1.1%

                               

Apple Inc.

                    2,963       663,623  

FUJIFILM Holdings Corp.

                    4,000       176,281  (a) 

Samsung Electronics Co. Ltd.

                    6,195       252,755  (a) 

Total Technology Hardware, Storage & Peripherals

                            1,092,659  

Total Information Technology

                            2,949,148  
Materials — 0.6%                                

Chemicals — 0.1%

                               

Huntsman Corp.

                    3,800       88,388  

Metals & Mining — 0.4%

                               

Glencore PLC

                    30,000       90,383  *(a) 

POSCO

                    349       66,101  (a) 

Rio Tinto PLC

                    2,643       137,283  (a) 

South32 Ltd.

                    42,949       76,325  (a) 

Total Metals & Mining

                            370,092  

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   19   


Consolidated schedule of investments (cont’d)

September 30, 2019

 

QS Strategic Real Return Fund

 

Security                 Shares     Value  

Paper & Forest Products — 0.1%

                               

UPM-Kymmene oyj

                    5,000     $ 147,964  (a)   

Total Materials

                            606,444  
Real Estate — 0.6%                                

Equity Real Estate Investment Trusts (REITs) — 0.1%

                               

Vicinity Centres

                    50,000       86,789  (a)   

Real Estate Management & Development — 0.5%

                               

China Vanke Co. Ltd., Class H Shares

                    29,400       102,931  (a) 

Country Garden Holdings Co. Ltd.

                    111,000       139,822  (a) 

Jones Lang LaSalle Inc.

                    719       99,984  

Shimao Property Holdings Ltd.

                    36,000       104,578  (a) 

Total Real Estate Management & Development

                            447,315  

Total Real Estate

                            534,104  
Utilities — 0.3%                                

Electric Utilities — 0.1%

                               

Tohoku Electric Power Co. Inc.

                    7,500       73,388  (a)   

Independent Power and Renewable Electricity Producers — 0.1%

                               

NRG Energy Inc.

                    4,281       169,528  

Multi-Utilities — 0.1%

                               

AGL Energy Ltd.

                    6,000       77,540  (a)   

Total Utilities

                            320,456  

Total Common Stocks (Cost — $15,378,991)

 

    19,673,982  
     Rate     Maturity
Date
    Face
Amount†
        
U.S. Government & Agency Obligations — 17.7%                                

U.S. Government Obligations — 17.7%

                               

U.S. Treasury Bills

    1.741     12/19/19       7,900,000       7,870,178  (b) 

U.S. Treasury Bills

    1.839     3/19/20       9,500,000       9,419,250  (b) 

Total U.S. Government & Agency Obligations (Cost — $17,282,060)

 

                    17,289,428  
                   Shares         
Investments in Underlying Funds — 16.8%                                

Invesco S&P 500 Quality ETF

                    52,104       1,747,568  

iShares Core High Dividend ETF

                    6,677       628,706  

iShares Edge MSCI USA Momentum Factor ETF

                    34,781       4,147,634  

Vanguard REIT ETF

                    106,447       9,926,183  

Total Investments in Underlying Funds (Cost — $11,024,526)

 

                    16,450,091  

 

See Notes to Consolidated Financial Statements.

 

 

   20   

   QS Strategic Real Return Fund 2019 Annual Report


 

 

QS Strategic Real Return Fund

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Corporate Bonds & Notes — 2.7%                                
Energy — 1.4%                                

Energy Equipment & Services — 0.1%

                               

Halliburton Co., Senior Notes

    3.800     11/15/25       50,000     $ 53,001  

Oil, Gas & Consumable Fuels — 1.3%

                               

Apache Corp., Senior Notes

    2.625     1/15/23       29,000       28,992  

Apache Corp., Senior Notes

    5.100     9/1/40       30,000       29,953  

Apache Corp., Senior Notes

    4.750     4/15/43       230,000       220,791  

BP Capital Markets America Inc., Senior Notes

    3.588     4/14/27       240,000       256,272  

Devon Energy Corp., Senior Notes

    5.850     12/15/25       230,000       273,567  

Enterprise Products Operating LLC, Senior Notes

    3.125     7/31/29       120,000       123,134  

Exxon Mobil Corp., Senior Notes

    3.043     3/1/26       50,000       52,435  

Noble Energy Inc., Senior Notes

    3.900     11/15/24       50,000       52,449  

Occidental Petroleum Corp., Senior Notes

    5.550     3/15/26       40,000       45,147  

Occidental Petroleum Corp., Senior Notes

    3.000     2/15/27       100,000       99,297  

Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes

    5.375     2/1/27       100,000       103,875  

Total Oil, Gas & Consumable Fuels

                            1,285,912  

Total Energy

                            1,338,913  
Materials — 1.3%                                

Metals & Mining — 1.1%

                               

Alcoa Nederland Holding BV, Senior Notes

    6.125     5/15/28       200,000       213,480  (c) 

Anglo American Capital PLC, Senior Notes

    4.000     9/11/27       200,000       206,712  (c) 

ArcelorMittal, Senior Notes

    6.125     6/1/25       40,000       45,044  

ArcelorMittal, Senior Notes

    7.000     10/15/39       60,000       72,785  

Glencore Funding LLC, Senior Notes

    4.125     3/12/24       40,000       41,986  (c) 

Glencore Funding LLC, Senior Notes

    4.000     3/27/27       50,000       51,439  (c) 

Glencore Funding LLC, Senior Notes

    3.875     10/27/27       90,000       92,281  (c) 

Southern Copper Corp., Senior Notes

    5.250     11/8/42       220,000       248,721  

Teck Resources Ltd., Senior Notes

    3.750     2/1/23       40,000       40,837  

Vale Overseas Ltd., Senior Notes

    6.250     8/10/26       50,000       57,875  

Total Metals & Mining

                            1,071,160  

Paper & Forest Products — 0.2%

                               

Inversiones CMPC SA, Senior Notes

    4.375     4/4/27       200,000       212,461  (d)   

Total Materials

                            1,283,621  

Total Corporate Bonds & Notes (Cost — $2,480,870)

                            2,622,534  
Non-U.S. Treasury Inflation Protected Securities — 0.5%                                

Brazil — 0.5%

                               

Brazil Notas do Tesouro Nacional Serie B, Notes

(Cost — $433,753)

    6.000     8/15/30       1,509,662  BRL      460,223  

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   21   


Consolidated schedule of investments (cont’d)

September 30, 2019

 

QS Strategic Real Return Fund

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Sovereign Bonds — 0.4%                                

Indonesia — 0.2%

                               

Indonesia Government International Bond, Senior Notes

    4.350     1/11/48       200,000     $ 220,894  

Saudi Arabia — 0.2%

                               

Abu Dhabi Government International Bond, Senior Notes

    2.500     9/30/29       200,000       198,948  (c)   

Total Sovereign Bonds (Cost — $397,365)

                            419,842  

Total Investments before Short-Term Investments (Cost — $79,657,513)

                            91,167,130  
                   Shares         
Short-Term Investments — 5.3%                                

Invesco Government & Agency Portfolio, Institutional Class

    1.942             4,886,053       4,886,053  

Dreyfus Government Cash Management, Institutional Shares

    1.947             201,927       201,927  

Invesco Treasury Portfolio, Institutional Class

    1.940             35,813       35,813  

Total Short-Term Investments (Cost — $5,123,793)

                            5,123,793  

Total Investments — 98.6% (Cost — $84,781,306)

                            96,290,923  

Other Assets in Excess of Liabilities — 1.4%

                            1,393,885  

Total Net Assets — 100.0%

                          $ 97,684,808  

 

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

 

*

Non-income producing security.

 

(a) 

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

 

(b) 

Rate shown represents yield-to-maturity.

 

(c) 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees.

 

(d) 

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

 

Abbreviations used in this schedule:

ADR   — American Depositary Receipts
BRL   — Brazilian Real
ETF   — Exchange-Traded Fund
REIT   — Real Estate Investment Trust

 

See Notes to Consolidated Financial Statements.

 

 

   22   

   QS Strategic Real Return Fund 2019 Annual Report


 

 

QS Strategic Real Return Fund

 

At September 30, 2019, the Fund had the following open futures contracts:

 

      Number of
Contracts
     Expiration
Date
     Notional
Amount
    

Market

Value

     Unrealized
Appreciation
(Depreciation)
 
Contracts to Buy:                                             
Amsterdam Index      4        10/19      $ 503,034      $ 505,867      $ 2,833  
CAC 40 Euro      7        10/19        429,629        433,059        3,430  
DAX Index      6        12/19        404,252        405,822        1,570  
E-mini S&P 500 Index      3        12/19        450,248        446,775        (3,473)  
Euro-Bund      45        12/19        8,602,008        8,546,570        (55,438)  
FTSE 100 Index      5        12/19        447,475        453,919        6,444  
FTSE/MIB Index      3        12/19        359,038        360,763        1,725  
IBEX 35 Index      5        10/19        500,055        503,148        3,093  
Japanese 10-Year Bonds      27        12/19        3,873,567        3,869,022        (4,545)  
S&P GSCI      199        10/19        20,144,611        20,106,463        (38,148)  
S&P/TSX 60 Index      4        12/19        601,475        601,487        12  
SPI 200 Index      5        12/19        562,243        563,752        1,509  
Topix Index      2        12/19        281,156        293,734        12,578  
United Kingdom Long Gilt      43        12/19        6,968,130        7,097,356        129,226  
                                           60,816  
Contracts to Sell:                                             
Australian 10-Year Bonds      9        12/19        885,349        895,081        (9,732)  
Canadian 10-Year Bonds      71        12/19        7,723,823        7,642,072        81,751  
Euro-Bund      2        12/19        383,213        379,848        3,365  
U.S. Treasury 10-Year Notes      5        12/19        643,974        651,562        (7,588)  
U.S. Treasury 10-Year Notes      5        12/19        655,851        651,563        4,288  
U.S. Treasury Long-Term Bonds      22        12/19        3,613,529        3,570,875        42,654  
                                           114,738  
Net unrealized appreciation on open futures contracts

 

   $ 175,554  

At September 30, 2019, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
GBP     3,000     USD     3,749     Bank of New York     10/11/19     $ (58)  
GBP     47,000     USD     57,956     Bank of New York     10/11/19       (140)  
NZD     1,558,000     USD     983,671     Bank of New York     10/11/19       (7,803)  
USD     1,146,831     AUD     1,696,000     Bank of New York     10/11/19       1,641  
USD     1,280,695     CAD     1,697,000     Bank of New York     10/11/19       (440)  
USD     1,006,769     CHF     995,000     Bank of New York     10/11/19       8,871  
USD     1,763,755     CHF     1,747,000     Bank of New York     10/11/19       11,669  
USD     1,380,078     JPY     148,400,000     Bank of New York     10/11/19       6,567  

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   23   


Consolidated schedule of investments (cont’d)

September 30, 2019

 

QS Strategic Real Return Fund

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
USD     394,390     SEK     3,810,000     Bank of New York     10/11/19     $ 7,067  
JPY     445,800,000     USD     4,161,293     Citibank N.A.     10/11/19       (35,207)  
MXN     41,490,000     USD     2,119,551     Citibank N.A.     10/11/19       (21,090)  
NOK     10,810,000     USD     1,206,375     Citibank N.A.     10/11/19       (17,903)  
NOK     18,780,000     USD     2,099,124     Citibank N.A.     10/11/19       (34,415)  
NZD     3,267,000     USD     2,100,439     Citibank N.A.     10/11/19       (54,121)  
SEK     12,690,000     USD     1,313,413     Citibank N.A.     10/11/19       (23,353)  
USD     873,090     CHF     864,000     Citibank N.A.     10/11/19       6,574  
USD     2,114,598     EUR     1,910,000     Citibank N.A.     10/11/19       31,008  
USD     1,586,144     GBP     1,290,000     Citibank N.A.     10/11/19       (717)  
USD     39,883     JPY     4,300,000     Citibank N.A.     10/11/19       84  
USD     399,647     NOK     3,630,000     Citibank N.A.     10/11/19       558  
USD     3,428,816     NOK     30,680,000     Citibank N.A.     10/11/19       55,797  
USD     1,445,689     SEK     13,970,000     Citibank N.A.     10/11/19       25,505  
AUD     29,000     USD     19,936     HSBC Securities Inc.     10/11/19       (354)  
AUD     548,000     USD     376,281     HSBC Securities Inc.     10/11/19       (6,255)  
AUD     1,542,000     USD     1,052,828     HSBC Securities Inc.     10/11/19       (11,623)  
AUD     3,066,000     USD     2,107,747     HSBC Securities Inc.     10/11/19       (37,492)  
CAD     829,000     USD     623,778     HSBC Securities Inc.     10/11/19       2,068  
CAD     3,506,000     USD     2,658,226     HSBC Securities Inc.     10/11/19       (11,402)  
CAD     6,479,000     USD     4,934,414     HSBC Securities Inc.     10/11/19       (43,150)  
CHF     1,105,000     USD     1,118,153     HSBC Securities Inc.     10/11/19       (9,935)  
EUR     24,000     USD     26,492     HSBC Securities Inc.     10/11/19       (311)  
EUR     16,217,000     USD     17,953,998     HSBC Securities Inc.     10/11/19       (263,125)  
GBP     3,044,000     USD     3,766,785     HSBC Securities Inc.     10/11/19       (22,285)  
JPY     52,800,000     USD     492,840     HSBC Securities Inc.     10/11/19       (4,151)  
NOK     7,210,000     USD     805,451     HSBC Securities Inc.     10/11/19       (12,770)  
NZD     1,589,000     USD     1,020,065     HSBC Securities Inc.     10/11/19       (24,779)  
USD     1,440,797     CAD     1,892,000     HSBC Securities Inc.     10/11/19       12,448  
USD     632,109     EUR     573,000     HSBC Securities Inc.     10/11/19       7,032  
USD     834,123     EUR     762,000     HSBC Securities Inc.     10/11/19       2,869  
USD     238,477     NZD     371,000     HSBC Securities Inc.     10/11/19       6,098  
CHF     1,000     USD     1,004     UBS Securities LLC     10/11/19       (1)  
SEK     2,540,000     USD     261,315     UBS Securities LLC     10/11/19       (3,100)  
USD     920,635     GBP     744,000     UBS Securities LLC     10/11/19       5,422  
USD     968,109     NZD     1,539,000     UBS Securities LLC     10/11/19       4,141  
USD     713,596     SEK     6,990,000     UBS Securities LLC     10/11/19       2,995  
USD     4,460     EUR     4,000     BNP Paribas SA     10/17/19       95  
USD     4,466     EUR     4,000     BNP Paribas SA     10/17/19       100  

 

See Notes to Consolidated Financial Statements.

 

 

   24   

   QS Strategic Real Return Fund 2019 Annual Report


 

 

QS Strategic Real Return Fund

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
USD     4,501     EUR     4,000     BNP Paribas SA     10/17/19     $ 135  
USD     4,502     EUR     4,000     BNP Paribas SA     10/17/19       136  
USD     5,596     EUR     5,000     BNP Paribas SA     10/17/19       139  
USD     5,645     EUR     5,000     BNP Paribas SA     10/17/19       188  
USD     11,248     EUR     10,000     BNP Paribas SA     10/17/19       334  
USD     13,495     EUR     12,000     BNP Paribas SA     10/17/19       398  
USD     28,346     EUR     25,000     BNP Paribas SA     10/17/19       1,061  
USD     3,310     EUR     3,000     Goldman Sachs Group Inc.     10/17/19       36  
USD     3,337     EUR     3,000     Goldman Sachs Group Inc.     10/17/19       62  
USD     4,521     EUR     4,000     Goldman Sachs Group Inc.     10/17/19       156  
Total

 

                          $ (444,726)  

 

Abbreviations used in this table:

AUD   — Australian Dollar
CAD   — Canadian Dollar
CHF   — Swiss Franc
EUR   — Euro
GBP   — British Pound
JPY   — Japanese Yen
MXN   — Mexican Peso
NOK   — Norwegian Krone
NZD   — New Zealand Dollar
SEK   — Swedish Krona
USD   — United States Dollar

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   25   


Consolidated statement of assets and liabilities

September 30, 2019

 

Assets:         

Investments, at value (Cost — $84,781,306)

   $ 96,290,923  

Deposits with brokers for open futures contracts

     1,783,354  

Interest and dividends receivable

     228,551  

Unrealized appreciation on forward foreign currency contracts

     201,254  

Receivable for securities sold

     104,893  

Foreign currency collateral for open futures contracts, at value (Cost — $89,416)

     87,941  

Prepaid expenses

     24,723  

Total Assets

     98,721,639  
Liabilities:         

Unrealized depreciation on forward foreign currency contracts

     645,980  

Payable to broker — variation margin on open futures contracts

     233,353  

Foreign currency overdraft, at value (Cost — $37,547)

     40,075  

Investment management fee payable

     16,631  

Trustees’ fees payable

     2,557  

Service and/or distribution fees payable

     368  

Payable for Fund shares repurchased

     26  

Accrued expenses

     97,841  

Total Liabilities

     1,036,831  
Total Net Assets    $ 97,684,808  
Net Assets:         

Par value (Note 7)

   $ 87  

Paid-in capital in excess of par value

     85,854,510  

Total distributable earnings (loss)

     11,830,211  
Total Net Assets    $ 97,684,808  

 

See Notes to Consolidated Financial Statements.

 

 

   26   

   QS Strategic Real Return Fund 2019 Annual Report


 

 

Net Assets:         

Class A

     $271,724  

Class A2

     $1,184,441  

Class C

     $80,898  

Class I

     $1,684,427  

Class IS

     $94,463,318  
Shares Outstanding:         

Class A

     24,373  

Class A2

     108,293  

Class C

     7,499  

Class I

     147,787  

Class IS

     8,397,895  
Net Asset Value:         

Class A (and redemption price)

     $11.15  

Class A2 (and redemption price)

     $10.94  

Class C*

     $10.79  

Class I (and redemption price)

     $11.40  

Class IS (and redemption price)

     $11.25  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 5.75%)

     $11.83  

Class A2 (based on maximum initial sales charge of 5.75%)

     $11.61  

 

*

Redemption price per share is NAV of Class C shares reduced by a 1.00% CDSC if shares are redeemed within one year from purchase payment (Note 2).

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   27   


Consolidated statement of operations

For the Year Ended September 30, 2019

 

Investment Income:         

Dividends

   $ 1,083,124  

Interest

     1,543,265  

Less: Foreign taxes withheld

     (35,992)  

Total Investment Income

     2,590,397  
Expenses:         

Investment management fee (Note 2)

     743,144  

Fund accounting fees

     137,419  

Audit and tax fees

     93,016  

Registration fees

     85,144  

Legal fees

     39,769  

Commodity pool reports

     35,625  

Trustees’ fees

     15,717  

Transfer agent fees (Note 5)

     6,292  

Service and/or distribution fees (Notes 2 and 5)

     4,978  

Fees recaptured by investment manager (Note 2)

     4,721  

Shareholder reports

     3,136  

Insurance

     2,102  

Interest expense

     75  

Custody fees

     (4,799)  

Miscellaneous expenses

     8,888  

Total Expenses

     1,175,227  

Less: Fee waivers and/or expense reimbursements (Notes 2 and 5)

     (202,758)  

Net Expenses

     972,469  
Net Investment Income      1,617,928  
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):         

Net Realized Gain (Loss) From:

        

Investment transactions

     2,404,890  

Futures contracts

     (1,703,250)  

Forward foreign currency contracts

     (2,205,326)  

Foreign currency transactions

     100,424  

Net Realized Loss

     (1,403,262)  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     554,353  

Futures contracts

     (661,085)  

Forward foreign currency contracts

     (707,583)  

Foreign currencies

     (2,570)  

Change in Net Unrealized Appreciation (Depreciation)

     (816,885)  
Net Loss on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions      (2,220,147)  
Decrease in Net Assets From Operations    $ (602,219)  

 

See Notes to Consolidated Financial Statements.

 

 

   28   

   QS Strategic Real Return Fund 2019 Annual Report


Consolidated statements of changes in net assets

 

 

For the Years Ended September 30,    2019      2018  
Operations:                  

Net investment income

   $ 1,617,928      $ 1,642,141  

Net realized gain (loss)

     (1,403,262)        5,844,333  

Change in net unrealized appreciation (depreciation)

     (816,885)        (551,333)  

Increase (Decrease) in Net Assets From Operations

     (602,219)        6,935,141  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings(a)

     (8,422,661)        (4,353,958)  

Decrease in Net Assets From Distributions to Shareholders

     (8,422,661)        (4,353,958)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     1,025,350        2,168,546  

Reinvestment of distributions

     8,416,420        4,351,094  

Cost of shares repurchased

     (9,214,357)        (7,914,758)  

Increase (Decrease) in Net Assets From Fund Share Transactions

     227,413        (1,395,118)  

Increase (Decrease) in Net Assets

     (8,797,467)        1,186,065  
Net Assets:                  

Beginning of year

     106,482,275        105,296,210  

End of year(b)

   $ 97,684,808      $ 106,482,275  

 

(a)  

Distributions from net investment income and from realized gains are no longer required to be separately disclosed (Note 9). For the year ended September 30, 2018, distributions from net investment income and net realized gains were $1,554,012 and $2,799,946, respectively.

 

(b) 

Parenthetical disclosure of undistributed net investment income is no longer required (Note 9). For the year ended September 30, 2018, end of year net assets included undistributed net investment income of $3,602,850.

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   29   


Consolidated financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class A Shares1   2019     2018     2017     2016     2015  
Net asset value, beginning of year     $12.24       $11.93       $11.63       $11.57       $13.78  
Income (loss) from operations:          

Net investment income (loss)

    0.14       0.13       0.05       0.01       (0.06)  

Net realized and unrealized gain (loss)

    (0.30)       0.60       0.49       0.48       (1.96)  

Total income (loss) from operations

    (0.16)       0.73       0.54       0.49       (2.02)  
Less distributions from:          

Net investment income

    (0.49)       (0.10)                    

Net realized gains

    (0.44)       (0.32)       (0.24)       (0.43)       (0.19)  

Total distributions

    (0.93)       (0.42)       (0.24)       (0.43)       (0.19)  
Net asset value, end of year     $11.15       $12.24       $11.93       $11.63       $11.57  

Total return2

    (0.73)     6.32     4.75     4.41     (14.82)
Net assets, end of year (000s)     $272       $324       $551       $1,143       $1,864  
Ratios to average net assets:          

Gross expenses3

    1.68     1.54     1.49 %4      1.47 %4      1.49 %4 

Net expenses3,5,6

    1.32       1.33       1.33 4      1.33 4      1.32 4 

Net investment income (loss)

    1.27       1.11       0.46       0.07       (0.49)  
Portfolio turnover rate     44     61     42     41     65

 

1 

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

 

2 

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

 

3 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Reflects recapture of expenses waived/reimbursed from prior fiscal years.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expense on short sales, taxes and extraordinary expenses, to average net assets of Class A shares did not exceed 1.35%. This expense limitation arrangement cannot be terminated prior to December 31, 2020 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement.

 

See Notes to Consolidated Financial Statements.

 

 

   30   

   QS Strategic Real Return Fund 2019 Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class A2 Shares1   2019     2018     2017     2016     2015  
Net asset value, beginning of year     $12.05       $11.77       $11.50       $11.47       $13.69  
Income (loss) from operations:          

Net investment income (loss)

    0.12       0.12       0.04       (0.00) 2      (0.06)  

Net realized and unrealized gain (loss)

    (0.31)       0.58       0.47       0.46       (1.97)  

Total income (loss) from operations

    (0.19)       0.70       0.51       0.46       (2.03)  
Less distributions from:          

Net investment income

    (0.48)       (0.10)                    

Net realized gains

    (0.44)       (0.32)       (0.24)       (0.43)       (0.19)  

Total distributions

    (0.92)       (0.42)       (0.24)       (0.43)       (0.19)  
Net asset value, end of year     $10.94       $12.05       $11.77       $11.50       $11.47  

Total return3

    (0.95)     6.13     4.54     4.27     (15.07)
Net assets, end of year (000s)     $1,184       $1,329       $1,381       $1,358       $1,435  
Ratios to average net assets:          

Gross expenses4

    1.72 %5      1.65 %5      1.74 %5      1.75 %5      1.77

Net expenses4,6,7

    1.52 5      1.53 5      1.53 5      1.53 5      1.53  

Net investment income (loss)

    1.09       0.99       0.36       (0.01)       (0.50)  
Portfolio turnover rate     44     61     42     41     65

 

1 

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

 

2 

Amount represents less than $0.005 per share.

 

3 

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

 

4 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

5 

Reflects recapture of expenses waived/reimbursed from prior fiscal years.

 

6 

Reflects fee waivers and/or expense reimbursements.

 

7 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expense on short sales, taxes and extraordinary expenses, to average net assets of Class A2 shares did not exceed 1.55%. This expense limitation arrangement cannot be terminated prior to December 31, 2020 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement.

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   31   


Consolidated financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class C Shares1   2019     2018     2017     2016     2015  
Net asset value, beginning of year     $11.82       $11.52       $11.31       $11.35       $13.63  
Income (loss) from operations:          

Net investment income (loss)

    0.04       0.05       (0.02)       (0.07)       (0.17)  

Net realized and unrealized gain (loss)

    (0.27)       0.57       0.47       0.46       (1.92)  

Total income (loss) from operations

    (0.23)       0.62       0.45       0.39       (2.09)  
Less distributions from:          

Net investment income

    (0.36)                          

Net realized gains

    (0.44)       (0.32)       (0.24)       (0.43)       (0.19)  

Total distributions

    (0.80)       (0.32)       (0.24)       (0.43)       (0.19)  
Net asset value, end of year     $10.79       $11.82       $11.52       $11.31       $11.35  

Total return2

    (1.51)     5.51     3.98     3.68     (15.50)
Net assets, end of year (000s)     $81       $183       $196       $373       $490  
Ratios to average net assets:          

Gross expenses3

    2.42 %4      2.34     2.28 %4      2.28     2.32 %4 

Net expenses3,5,6

    2.07 4      2.08       2.08 4      2.08       2.07 4 

Net investment income (loss)

    0.40       0.44       (0.18)       (0.62)       (1.33)  
Portfolio turnover rate     44     61     42     41     65

 

1 

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

 

2 

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

 

3 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Reflects recapture of expenses waived/reimbursed from prior fiscal years.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expense on short sales, taxes and extraordinary expenses, to average net assets of Class C shares did not exceed 2.10%. This expense limitation arrangement cannot be terminated prior to December 31, 2020 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement.

 

See Notes to Consolidated Financial Statements.

 

 

   32   

   QS Strategic Real Return Fund 2019 Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class I Shares1   2019     2018     2017     2016     2015  
Net asset value, beginning of year     $12.52       $12.22       $11.87       $11.77       $14.02  
Income (loss) from operations:          

Net investment income (loss)

    0.16       0.18       0.11       0.05       (0.01)  

Net realized and unrealized gain (loss)

    (0.31)       0.60       0.48       0.48       (2.01)  

Total income (loss) from operations

    (0.15)       0.78       0.59       0.53       (2.02)  
Less distributions from:          

Net investment income

    (0.53)       (0.16)                   (0.04)  

Net realized gains

    (0.44)       (0.32)       (0.24)       (0.43)       (0.19)  

Total distributions

    (0.97)       (0.48)       (0.24)       (0.43)       (0.23)  
Net asset value, end of year     $11.40       $12.52       $12.22       $11.87       $11.77  

Total return2

    (0.52)     6.62     5.08     4.68     (14.62)
Net assets, end of year (000s)     $1,684       $1,854       $1,674       $906       $808  
Ratios to average net assets:          

Gross expenses3

    1.30 %4      1.18     1.20 %4      1.17 %4      1.24 %4 

Net expenses3,5,6

    1.07 4      1.08       1.08 4      1.08 4      1.08 4 

Net investment income (loss)

    1.41       1.47       0.97       0.47       (0.05)  
Portfolio turnover rate     44     61     42     41     65

 

1 

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

 

2 

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

 

3 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Reflects recapture of expenses waived/reimbursed from prior fiscal years.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expense on short sales, taxes and extraordinary expenses, to average net assets of Class I shares did not exceed 1.10%. This expense limitation arrangement cannot be terminated prior to December 31, 2020 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement.

 

See Notes to Consolidated Financial Statements.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   33   


Consolidated financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended September 30:  
Class IS Shares1   2019     2018     2017     2016     2015  
Net asset value, beginning of year     $12.36       $12.08       $11.73       $11.62       $13.85  
Income (loss) from operations:          

Net investment income

    0.18       0.19       0.11       0.06       0.01  

Net realized and unrealized gain (loss)

    (0.31)       0.58       0.48       0.48       (2.00)  

Total income (loss) from operations

    (0.13)       0.77       0.59       0.54       (1.99)  
Less distributions from:          

Net investment income

    (0.54)       (0.17)                   (0.05)  

Net realized gains

    (0.44)       (0.32)       (0.24)       (0.43)       (0.19)  

Total distributions

    (0.98)       (0.49)       (0.24)       (0.43)       (0.24)  
Net asset value, end of year     $11.25       $12.36       $12.08       $11.73       $11.62  

Total return2

    (0.35)     6.62     5.14     4.83     (14.58)
Net assets, end of year (000s)     $94,463       $102,792       $101,496       $118,083       $115,721  
Ratios to average net assets:          

Gross expenses3

    1.17 %4      1.11 %4      1.08     1.08     1.04

Net expenses3,5,6

    0.97 4      0.98 4      0.98       0.98       0.98  

Net investment income

    1.65       1.55       0.91       0.55       0.04  
Portfolio turnover rate     44     61     42     41     65

 

1 

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

 

2 

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

 

3 

Does not include fees and expenses of the Underlying Funds in which the Fund invests.

 

4 

Reflects recapture of expenses waived/reimbursed from prior fiscal years.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

6 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of ETFs), dividend expense on short sales, taxes and extraordinary expenses, to average net assets of Class IS shares did not exceed 1.00%. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2020 without the Board of Trustees’ consent. Acquired fund fees and expenses are subject to the expense limitation arrangement.

 

See Notes to Consolidated Financial Statements.

 

 

   34   

   QS Strategic Real Return Fund 2019 Annual Report


Notes to consolidated financial statements

 

1. Organization and significant accounting policies

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

The Fund gains exposure to the commodities markets by investing a portion of its assets in a wholly-owned subsidiary, Real Return Fund Ltd. (the “Subsidiary”), organized under the laws of the Cayman Islands. Among other investments, the Subsidiary may invest in commodity-linked instruments. The Fund may invest up to 25% of its total assets in the Subsidiary. These financial statements are the consolidated financial statements of the Fund and the Subsidiary.

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

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

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   35   


Notes to consolidated financial statements (cont’d)

 

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

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

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

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

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.

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


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

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Long-Term Investments†:                                

U.S. Treasury Inflation Protected Securities

        $ 34,251,030           $ 34,251,030  

Common Stocks:

                               

Communication Services

  $ 795,178       560,121             1,355,299  

Consumer Discretionary

    2,125,358       537,383             2,662,741  

Consumer Staples

    924,269       663,351             1,587,620  

Energy

    374,618       553,489             928,107  

Financials

    2,384,072       1,700,871             4,084,943  

Health Care

    1,836,694       335,880             2,172,574  

Industrials

    1,308,605       1,163,941             2,472,546  

Information Technology

    2,437,793       511,355             2,949,148  

Materials

    88,388       518,056             606,444  

Real Estate

    99,984       434,120             534,104  

Utilities

    169,528       150,928             320,456  

U.S. Government & Agency Obligations

          17,289,428             17,289,428  

Investments in Underlying Funds

    16,450,091                   16,450,091  

Corporate Bonds & Notes

          2,622,534             2,622,534  

Non-U.S. Treasury Inflation Protected Securities

          460,223             460,223  

Sovereign Bonds

          419,842             419,842  
Total Long-Term Investments     28,994,578       62,172,552             91,167,130  
Short-Term Investments†     5,123,793                   5,123,793  
Total Investments   $ 34,118,371     $ 62,172,552           $ 96,290,923  
Other Financial Instruments:                                

Futures Contracts

  $ 294,478                 $ 294,478  

Forward Foreign Currency Contracts

        $ 201,254             201,254  
Total Other Financial Instruments   $ 294,478     $ 201,254           $ 495,732  
Total   $ 34,412,849     $ 62,373,806           $ 96,786,655  

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   37   


Notes to consolidated financial statements (cont’d)

 

LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other Financial Instruments:                                

Futures Contracts

  $ 118,924                 $ 118,924  

Forward Foreign Currency Contracts

        $ 645,980             645,980  
Total   $ 118,924     $ 645,980           $ 764,904  

 

See Consolidated Schedule of Investments for additional detailed categorizations.

(b) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the Fund is required to deposit cash or securities with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized gains or losses in the Consolidated Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

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

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

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


(d) Inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value or interest rate is periodically adjusted according to the rate of inflation. As the index measuring inflation changes, the principal value or interest rate of inflation-indexed bonds will be adjusted accordingly. Inflation adjustments to the principal amount of inflation-indexed bonds are reflected as an increase or decrease to investment income on the Consolidated Statement of Operations. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

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

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

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

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

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

(g) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   39   


Notes to consolidated financial statements (cont’d)

 

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

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

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

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

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

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


As of September 30, 2019, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $645,980. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.

(h) 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.

(i) REIT distributions. The character of distributions received from Real Estate Investment Trusts (‘‘REITs’’) held by the Fund is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Fund to estimate the character of distributions received from underlying REITs based on historical data provided by the REITs. After each calendar year end, REITs report the actual tax character of these distributions. Differences between the estimated and actual amounts reported by the REITs are reflected in the Fund’s records in the year in which they are reported by the REITs by adjusting related investment cost basis, capital gains and income, as necessary.

(j) Distributions to shareholders. Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(k) Share class accounting. Investment income, common expenses and realized/unrealized gains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.

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

(m) 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.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   41   


Notes to consolidated financial statements (cont’d)

 

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of September 30, 2019, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

(n) 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)      $ 2,569,056        $ (2,569,056)  

 

(a)  

Reclassifications are due to book/tax differences in the treatment of a wholly owned foreign subsidiary.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. QS Investors, LLC (“QS Investors”), is the Fund’s adviser and a subadviser. ClearBridge Investments, LLC (“ClearBridge”), Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Limited in London (“Western Asset London”) and Western Asset Management Company Ltd (“Western Japan”) are also the Fund’s subadvisers. Western Asset also manages the portion of the Fund’s cash and short-term instruments allocated to it pursuant to a separate subadvisory agreement between LMPFA and Western Asset (“Western Asset Agreement”). LMPFA, QS Investors, ClearBridge, Western Asset, Western Asset London and Western Japan are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). ClearBridge did not manage any portion of the Fund’s assets during the reporting period.

Under the investment management agreement, the Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.75% of the Fund’s average daily net assets.

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to QS Investors the day-to-day portfolio management of the Fund, except for the management of the portion of the cash and short term instruments allocated to Western Asset. QS Investors is responsible for monitoring and coordinating the overall management of the Fund, including rebalancing the Fund’s target asset allocations among itself and the subadvisers. QS Investors also provides management for a portion of the Fund’s assets.

LMPFA pays QS Investors for its services to the Fund an advisory fee, calculated daily and paid monthly, at an annual rate of 0.20% of the Fund’s average daily net assets. The Subsidiary has agreed to reimburse the Fund for the fees paid thereby for the services provided by QS Investors to the Subsidiary. LMPFA pays QS Investors for its services to the Fund a subadvisory fee, calculated daily and paid monthly, at an annual rate of 0.45% of the average

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


daily net assets managed by QS Investors. LMPFA pays ClearBridge for its services to the Fund a sub-advisory fee, calculated daily and paid monthly, at an annual rate of 0.35% of the average daily net assets managed by ClearBridge. LMPFA pays Western Asset for its services to the Fund a sub-advisory fee, calculated daily and paid monthly, at an annual rate of 0.25% of the average daily net assets managed by Western Asset. For Western Asset’s cash management services to the Fund pursuant to the Western Asset Agreement, LMPFA, not the Fund, pays Western Asset monthly 0.02% of the portion of the Fund’s average daily net assets that are allocated to them by LMPFA. Western Asset pays Western Asset London for its services to the Fund a sub-advisory fee, calculated daily and paid monthly, at an annual rate of 0.25% of the average daily net assets managed by Western Asset London. Western Asset pays Western Japan for its services to the Fund a subadvisory fee, calculated daily and paid monthly, at an annual rate of 0.25% of the average daily net assets managed by Western Japan.

LMPFA has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions (except for brokerage commissions paid on purchases and sales of shares of ETFs), dividend expense on short sales, taxes and extraordinary expenses), subject to recapture as described below. As a result, total annual fund operating expenses did not exceed 1.35%, 1.55%, 2.10%, 1.10% and 1.00% for Class A, Class A2, Class C, Class I and Class IS shares, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. Acquired fund fees and expenses are subject to the expense limitation arrangements, and are calculated based on an average of the net expense ratio (as shown in the most recent prospectus or shareholder report for each acquired fund as of the date of the Fund’s most recent prospectus) of each acquired fund held by the Fund, weighted in proportion to the Fund’s investment allocation among the acquired funds. These arrangements are expected to continue until December 31, 2020, may be terminated prior to that date by agreement of LMPFA and the Board of Trustees, and may be terminated at any time after that date by LMPFA. The arrangements, however, may be modified by LMPFA to decrease total annual fund operating expenses at any time.

During the year ended September 30, 2019, fees waived and/or expenses reimbursed amounted to $202,758.

LMPFA is permitted to recapture amounts waived and/or reimbursed to a class within three years after the fiscal year in which LMPFA earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will LMPFA recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual operating expenses exceeding the expense cap or any other lower limit then in effect.

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   43   


Notes to consolidated financial statements (cont’d)

 

Pursuant to these arrangements, at September 30, 2019, the Fund had remaining fee waivers and/or expense reimbursements subject to recapture by LMPFA and respective dates of expiration as follows:

 

      Class A      Class A2      Class C      Class I      Class IS  
Expires September 30, 2020    $ 1,137      $ 2,689      $ 540      $ 1,492      $ 109,061  
Expires September 30, 2021      899        1,691        496        1,824        138,435  
Expires September 30, 2022      1,023        2,472        405        4,140        194,718  
Total fee waivers/expense reimbursements subject to recapture    $ 3,059      $ 6,852      $ 1,441      $ 7,456      $ 442,214  

For the year ended September 30, 2019, fee waivers and/or expense reimbursements recaptured by LMPFA, if any, were as follows:

 

      Class A2      Class C      Class I      Class IS  
LMPFA recaptured    $ 395      $ 18      $ 347      $ 3,961  

Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sole and exclusive distributor.

There is a maximum initial sales charge of 5.75% for Class A and Class A2 shares. There is a contingent deferred sales charge (“CDSC”) of 1.00% on Class C shares, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A and Class A2 shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A and Class A2 shares, which, when combined with current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended September 30, 2019, sales charges retained by and CDSCs paid to LMIS and its affiliates, if any, were as follows:

 

        Class A        Class A2  
Sales charges      $ 4        $ 548  
CDSCs                  

Under a Deferred Compensation Plan (the “Plan”), Trustees may have elected to defer receipt of all or a specified portion of their compensation. A participating Trustee selected one or more funds managed by affiliates of Legg Mason in which his or her deferred trustee’s fees were deemed to be invested. Deferred amounts remain in the Fund until distributed in accordance with the Plan. In May 2015, the Board of Trustees approved an amendment to the Plan so that effective January 1, 2016, no compensation earned after that date may be deferred under the Plan.

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

As of September 30, 2019, Legg Mason and its affiliates owned 97% of the Fund.

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


3. Investments

During the year ended September 30, 2019, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:

 

        Investments        U.S. Government &
Agency Obligations
 
Purchases      $ 15,881,693        $ 17,730,619  
Sales        19,720,299          23,559,396  

At September 30, 2019, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
    

Net

Unrealized
Appreciation
(Depreciation)

 
Securities    $ 84,785,580      $ 12,380,300      $ (874,957)      $ 11,505,343  
Futures contracts             294,478        (118,924)        175,554  
Forward foreign currency contracts             201,254        (645,980)        (444,726)  

4. Derivative instruments and hedging activities

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Consolidated Statement of Assets and Liabilities at September 30, 2019.

 

ASSET DERIVATIVES1  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Equity
Risk
     Total  
Futures contracts2    $ 261,284             $ 33,194      $ 294,478  
Forward foreign currency contracts           $ 201,254               201,254  
Total    $ 261,284      $ 201,254      $ 33,194      $ 495,732  

 

LIABILITY DERIVATIVES1  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Equity
Risk
     Commodity
Risk
     Total  
Futures contracts2    $ 77,303             $ 3,473      $ 38,148      $ 118,924  
Forward foreign currency contracts           $ 645,980                      645,980  
Total    $ 77,303      $ 645,980      $ 3,473      $ 38,148      $ 764,904  

 

1  

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

 

2 

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

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   45   


Notes to consolidated financial statements (cont’d)

 

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Consolidated Statement of Operations for the year ended September 30, 2019. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
     Interest
Rate Risk
    Foreign
Exchange Risk
   

Equity

Risk

 

Commodity

Risk

    Total  
Futures contracts   $ 455,205           $141,621   $ (2,300,076)     $ (1,703,250)  
Forward foreign currency contracts         $ (2,205,326)               (2,205,326)  
Total   $ 455,205     $ (2,205,326)     $141,621   $ (2,300,076)     $ (3,908,576)  
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
     Interest
Rate Risk
    Foreign
Exchange Risk
    Equity
Risk
  Commodity
Risk
    Total  
Futures contracts   $ 173,585           $(113,782)   $ (720,888)     $ (661,085)  
Forward foreign currency contracts         $ (707,583)               (707,583)  
Total   $ 173,585     $ (707,583)     $(113,782)   $ (720,888)     $ (1,368,668)  

During the year ended September 30, 2019, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Futures contracts (to buy)      $ 50,549,483  
Futures contracts (to sell)        22,545,211  
Forward foreign currency contracts (to buy)        48,559,403  
Forward foreign currency contracts (to sell)        13,050,282  

The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of September 30, 2019.

 

Counterparty    Gross Assets
Subject to
Master
Agreements1
     Gross
Liabilities
Subject to
Master
Agreements1
     Net Assets
(Liabilities)
Subject to
Master
Agreements
     Collateral
Pledged
(Received)
     Net
Amount2
 
Bank of New York    $ 35,815      $ (8,441)      $ 27,374             $ 27,374  
BNP Paribas SA      2,586               2,586               2,586  
Citibank N.A.      119,526        (186,806)        (67,280)               (67,280)  
Goldman Sachs Group Inc.      254               254               254  

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


Counterparty    Gross Assets
Subject to
Master
Agreements1
     Gross
Liabilities
Subject to
Master
Agreements1
     Net Assets
(Liabilities)
Subject to
Master
Agreements
     Collateral
Pledged
(Received)
     Net
Amount2
 
HSBC Securities Inc.    $ 30,515      $ (447,632)      $ (417,117)             $ (417,117)  
UBS Securities LLC      12,558        (3,101)        9,457               9,457  
Total    $ 201,254      $ (645,980)      $ (444,726)             $ (444,726)  

 

1  

Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.

 

2 

Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

5. Class specific expenses, waivers and/or expense reimbursements

The Fund has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan the Fund pays service and/or distribution fees with respect to its Class A, Class A2 and Class C shares calculated at the annual rate of 0.25%, 0.25% and 1.00% of the average daily net assets of each class, respectively. Service and/or distribution fees are accrued daily and paid monthly.

For the year ended September 30, 2019, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class A      $ 706        $ 745  
Class A2        3,118          3,344  
Class C        1,154          283  
Class I                 2,085  
Class IS                 (165)  
Total      $ 4,978        $ 6,292  

For the year ended September 30, 2019, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class A      $ 1,023  
Class A2        2,472  
Class C        405  
Class I        4,140  
Class IS        194,718  
Total      $ 202,758  

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   47   


Notes to consolidated financial statements (cont’d)

 

6. Distributions to shareholders by class

 

        Year Ended
September 30, 2019
       Year Ended
September 30, 2018
 
Net Investment Income:                      
Class A      $ 12,843        $ 4,256  
Class A2        56,943          12,086  
Class C        3,970           
Class I        79,921          23,572  
Class IS        4,596,330          1,514,098  
Total      $ 4,750,007        $ 1,554,012  
Net Realized Gains:                      
Class A      $ 11,213        $ 12,961  
Class A2        49,391          37,027  
Class C        4,792          5,435  
Class I        62,947          44,467  
Class IS        3,544,311          2,700,056  
Total      $ 3,672,654        $ 2,799,946  

7. Shares of beneficial interest

At September 30, 2019, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

     Year Ended
September 30, 2019
     Year Ended
September 30, 2018
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      1,645      $ 18,387        1,671      $ 19,999  
Shares issued on reinvestment      1,696        17,815        1,221        14,353  
Shares repurchased      (5,460)        (59,520)        (22,545)        (272,414)  
Net decrease      (2,119)      $ (23,318)        (19,653)      $ (238,062)  
Class A2                                    
Shares sold      6,641      $ 74,050        13,399      $ 159,781  
Shares issued on reinvestment      10,297        106,334        4,238        49,113  
Shares repurchased      (18,995)        (205,225)        (24,590)        (292,671)  
Net decrease      (2,057)      $ (24,841)        (6,953)      $ (83,777)  

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


     Year Ended
September 30, 2019
     Year Ended
September 30, 2018
 
      Shares      Amount      Shares      Amount  
Class C                                    
Shares sold                    1,232      $ 14,471  
Shares issued on reinvestment      857      $ 8,762        480        5,435  
Shares repurchased      (8,821)        (96,720)        (3,229)        (37,608)  
Net decrease      (7,964)      $ (87,958)        (1,517)      $ (17,702)  
Class I                                    
Shares sold      80,902      $ 837,913        21,835      $ 269,296  
Shares issued on reinvestment      13,332        142,868        5,653        68,039  
Shares repurchased      (94,546)        (1,042,892)        (16,317)        (200,456)  
Net increase (decrease)      (312)      $ (62,111)        11,171      $ 136,879  
Class IS                                    
Shares sold      8,106      $ 95,000        139,668      $ 1,704,999  
Shares issued on reinvestment      770,063        8,140,641        354,693        4,214,154  
Shares repurchased      (694,750)        (7,810,000)        (583,992)        (7,111,609)  
Net increase (decrease)      83,419      $ 425,641        (89,631)      $ (1,192,456)  

8. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended September 30, was as follows:

 

        2019        2018  
Distributions paid from:                      
Ordinary income      $ 5,593,376        $ 1,553,857  
Net long-term capital gains        2,829,285          2,800,101  
Total distributions paid      $ 8,422,661        $ 4,353,958  

As of September 30, 2019, the components of accumulated earnings (losses) on a tax basis were as follows:

 

Undistributed long-term capital gains — net      $ 3,240,754  
Other book/tax temporary differences(a)        (2,679,718)  
Unrealized appreciation (depreciation)(b)        11,269,175  
Total accumulated earnings (losses) — net      $ 11,830,211  

 

(a)  

Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on certain futures and foreign currency contracts, the deferral of certain late year losses for tax purposes and book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

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

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   49   


Notes to consolidated financial statements (cont’d)

 

9. Recent accounting pronouncements

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

In August 2018, the Securities and Exchange Commission released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the Fund adopted the Final Rule with the most notable impacts being that the Fund is no longer required to present the components of distributable earnings on the Consolidated Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Consolidated Statements of Changes in Net Assets. The tax components of distributable earnings and distributions to shareholders continue to be disclosed within the Notes to Consolidated Financial Statements.

 

 

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   QS Strategic Real Return Fund 2019 Annual Report


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Global Asset Management Trust and Shareholders of

QS Strategic Real Return Fund

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of QS Strategic Real Return Fund and its subsidiary (one of the funds constituting Legg Mason Global Asset Management Trust, referred to hereafter as the “Fund”) as of September 30, 2019, the related consolidated statement of operations for the year ended September 30, 2019, the consolidated statement of changes in net assets for each of the two years in the period ended September 30, 2019, including the related notes, and the consolidated financial highlights for each of the five years in the period ended September 30, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2019, 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 September 30, 2019 and the financial highlights for each of the five years in the period ended September 30, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopersLLP

Baltimore, Maryland

November 14, 2019

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

 

QS Strategic Real Return Fund 2019 Annual Report  

 

   51   


Additional information (unaudited)

Information about Trustees and Officers

 

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

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

 

Independent Trustees
Ruby P. Hearn
Year of birth   1940
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years   Senior Vice President Emerita of The Robert Wood Johnson Foundation (non-profit) (since 2001); Member of the Institute of Medicine (since 1982); formerly, Trustee of the New York Academy of Medicine (2004 to 2012); Director of the Institute for Healthcare Improvement (2002 to 2012); Senior Vice President of The Robert Wood Johnson Foundation (1996 to 2001); Fellow of The Yale Corporation (1992 to 1998)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   None
Arnold L. Lehman
Year of birth   1944
Position(s) with Trust   Trustee and Chairman
Term of office1 and length of time served2   Since 1982 and since 2015
Principal occupation(s) during the past five years   Senior Advisor, Phillips (auction house) (since 2015); formerly, Fellow, Ford Foundation (2015 to 2016); Director of the Brooklyn Museum (1997 to 2015)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Trustee of American Federation of Arts (since 2002)
Robin J.W. Masters
Year of birth   1955
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired; formerly, Chief Investment Officer of ACE Limited (insurance) (1986 to 2000)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of Cheyne Capital International Limited (investment advisory firm) (since 2005); formerly, Director/Trustee of Legg Mason Institutional Funds plc, Western Asset Fixed Income Funds plc and Western Asset Debt Securities Fund plc. (2007 to 2011)

 

 

   52   

   QS Strategic Real Return Fund


 

Independent Trustees (cont’d)
Jill E. McGovern
Year of birth   1944
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1989
Principal occupation(s) during the past five years   Senior Consultant, American Institute for Contemporary German Studies (AICGS) (since 2007); formerly, Chief Executive Officer of The Marrow Foundation (non-profit) (1993 to 2007); Executive Director of the Baltimore International Festival (1991 to 1993); Senior Assistant to the President of The Johns Hopkins University (1986 to 1990)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of International Biomedical Research Alliance (2002 to 2010); Director of Lois Roth Endowment (2005 to 2012)
Arthur S. Mehlman
Year of birth   1942
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Retired. Director, The University of Maryland Foundation (since 1992); formerly, Director, The League for People with Disabilities (2003 to 2017); Director, Municipal Mortgage & Equity LLC (2004 to 2011); Partner, KPMG LLP (international accounting firm) (1972 to 2002)
Number of funds in fund complex overseen by Trustee   Trustee of all Legg Mason Funds consisting of 20 portfolios; Director/Trustee of the Royce Family of Funds consisting of 22 portfolios
Other board memberships held by Trustee during the past five years   Director of Municipal Mortgage & Equity, LLC. (2004 to 2011)
G. Peter O’Brien
Year of birth   1945
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 1999
Principal occupation(s) during the past five years   Retired. Trustee Emeritus of Colgate University (since 2005); Board Member, Hill House, Inc. (residential home care) (since 1999); formerly, Board Member, Bridges School (pre-school) (2006 to 2017); Managing Director, Equity Capital Markets Group of Merrill Lynch & Co. (1971 to 1999)
Number of funds in fund complex overseen by Trustee   Trustee of all Legg Mason funds consisting of 20 portfolios; Director/Trustee of the Royce Family of Funds consisting of 22 portfolios
Other board memberships held by Trustee during the past five years   Director of TICC Capital Corp. (2003 to 2017)

 

QS Strategic Real Return Fund  

 

   53   


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

 

Independent Trustees (cont’d)
S. Ford Rowan
Year of birth   1943
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2002
Principal occupation(s) during the past five years   Consultant to University of Maryland University College (since 2013); formerly, Chairman, National Center for Critical Incident Analysis (2004 to 2018); Lecturer in Organizational Sciences, George Washington University (2000 to 2014); Trustee, St. John’s College (2006 to 2012); Consultant, Rowan & Blewitt Inc. (management consulting) (1984 to 2007); Lecturer in Journalism, Northwestern University (1980 to 1993); Director, Santa Fe Institute (1999 to 2008)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   None
Robert M. Tarola
Year of birth   1950
Position(s) with Trust   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years   President of Rights Advisory LLC (corporate finance and governance consulting) (since 2008); Member, Investor Advisory Group of the Public Company Accounting Oversight Board (since 2009); formerly, Chief Financial Officer, Little Company of Mary Hospital and Health Care Centers (healthcare provider network) (2018); Executive Vice President and Chief Financial Officer, Southcoast Health System, Inc. (healthcare provider network) (2015 to 2017); Senior Vice President and Chief Financial Officer of The Howard University (higher education and health care) (2009 to 2013); Senior Vice President and Chief Financial Officer of W.R. Grace & Co. (specialty chemicals) (1999 to 2008) and MedStar Health, Inc. (healthcare) (1996 to 1999); Partner, PriceWaterhouse, LLP (accounting and auditing) (1984 to 1996)
Number of funds in fund complex overseen by Trustee   20
Other board memberships held by Trustee during the past five years   Director of American Kidney Fund (renal disease assistance) (since 2008); Director and Board Chair of XBRL International, Inc. (global data standard setting) (since 2015); Director of Vista Outdoor, Inc. (consumer recreation products) (since 2015); formerly, Director of TeleTech Holdings, Inc. (business processing outsourcing) (since 2008)

 

 

   54   

   QS Strategic Real Return Fund


 

 

Interested Trustee and Officer
Jane Trust, CFA3
Year of birth   1962
Position(s) with Trust   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 142 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of funds in fund complex overseen by Trustee   133
Other board memberships held by Trustee during the past five years   None
 
Additional Officers
Christopher Berarducci*
Legg Mason
620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth   1974
Position(s) with Trust   Treasurer and Principal Financial Officer
Term of office1 and length of time served2   Since 2010 and 2019
Principal occupation(s) during the past five years   Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain mutual funds associated with Legg Mason & Co. or its affiliates; Director of Legg Mason & Co. (since 2015); formerly, Vice President of Legg Mason & Co. (2011 to 2015); Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)
Robert I. Frenkel
Legg Mason
100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth   1954
Position(s) with Trust   Secretary and Chief Legal Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel — U.S. Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 

QS Strategic Real Return Fund  

 

   55   


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

 

Additional Officers (cont’d)
Thomas C. Mandia
Legg Mason
100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth   1962
Position(s) with Trust   Assistant Secretary
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers)
Ted P. Becker
Legg Mason
620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth   1951
Position(s) with Trust   Chief Compliance Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006)
Susan Kerr
Legg Mason
620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth   1949
Position(s) with Trust   Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during the past five years   Assistant Vice President of Legg Mason & Co. and Legg Mason Investor Services, LLC (“LMIS”) (since 2010); Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer of LMIS (since 2012); Senior Compliance Officer of LMIS (since 2011); formerly, AML Consultant, DTCC (2010); AML Consultant, Rabobank Netherlands, (2009); First Vice President, Director of Marketing & Advertising Compliance and Manager of Communications Review Group at Citigroup Inc. (1996 to 2008)

 

 

   56   

   QS Strategic Real Return Fund


 

 

Additional Officers (cont’d)
Jenna Bailey
Legg Mason
100 First Stamford Place, 5th Floor, Stamford, CT 06902
Year of birth   1978
Position(s) with Trust   Identity Theft Prevention Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2015); Compliance Officer of Legg Mason & Co. (since 2013); Assistant Vice President of Legg Mason & Co. (since 2011); formerly, Associate Compliance Officer of Legg Mason & Co. (2011 to 2013)
Jeanne M. Kelly
Legg Mason
620 Eighth Avenue, 49th Floor, New York, NY 10018
Year of birth   1951
Position(s) with Trust   Senior Vice President
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); formerly, Senior Vice President of LMFAM (2013 to 2015)

 

 

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

 

* 

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

 

1 

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

 

2 

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

 

3 

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

 

QS Strategic Real Return Fund  

 

   57   


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended September 30, 2019:

 

Record date:        12/4/2018          12/18/2018  
Payable date:        12/6/2018          12/19/2018  
Ordinary Income:                      

Qualified Dividend Income for Individuals

       15.60        15.09

Dividends Qualifying for the Dividends

                     

Received Deduction for Corporations

       10.67        10.32
Interest from Federal Obligations        2.81        2.81
Long-Term Capital Gain Dividend        $0.334990          $ —  
Qualified Short-Term Capital Gain Dividend*        $0.101290          $ —  

 

*

Qualified Short-Term Capital Gains are eligible for exemption from U.S. withholding tax for nonresident shareholders and foreign corporations.

The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.

Please retain this information for your records.

 

 

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   QS Strategic Real Return Fund


QS

Strategic Real Return Fund

 

Trustees

Ruby P. Hearn

Arnold L. Lehman

Chairman

Robin J.W. Masters

Jill E. McGovern

Arthur S. Mehlman

G. Peter O’Brien

S. Ford Rowan

Robert M. Tarola

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Investment adviser

QS Investors, LLC

Subadvisers

ClearBridge Investments, LLC

QS Investors, LLC

Western Asset Management Company, LLC

Western Asset Management Company Limited

Western Asset Management Company Ltd

Distributor

Legg Mason Investor Services, LLC

Custodian

The Bank of New York Mellon

Transfer agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

QS Strategic Real Return Fund

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

QS Strategic Real Return Fund

Legg Mason Funds

620 Eighth Avenue, 49th Floor

New York, NY 10018

 

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

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

 

This report is submitted for the general information of the shareholders of QS Strategic Real Return Fund. 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

© 2019 Legg Mason Investor Services, LLC

Member FINRA, SIPC


Legg Mason Funds Privacy and Security Notice

 

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

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

The Type of Nonpublic Personal Information the Funds Collect About You

 

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

 

 

Personal information included on applications or other forms;

 

 

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

 

 

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

 

 

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

 

 

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

How the Funds Use Nonpublic Personal Information About You

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

NOT PART OF THE ANNUAL REPORT


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

 

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

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

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

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

Revised April 2018

 

NOT PART OF THE ANNUAL REPORT


www.leggmason.com

© 2019 Legg Mason Investor Services, LLC Member FINRA, SIPC

LMFX013120 11/19 SR19-3738


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending September 30, 2018 and September 30, 2019 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $306,746 in September 30, 2018 and $336,010 in September 30, 2019.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in September 30, 2018 and $3,000 in September 30, 2019.

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

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $45,424 in September 30, 2018 and $0 in September 30, 2019. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

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

d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor were $0 in September 30, 2018 and $0 in September 30, 2019, other than the services reported in paragraphs (a) through (c) of this item for the Legg Mason Global Asset Management Trust.


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

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

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

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

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

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

(2) For the Legg Mason Global Asset Management Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for September 30, 2018 and September 30, 2019; Tax Fees were 100% and 100% for September 30, 2018 and September 30, 2019; and Other Fees were 100% and 100% for September 30, 2018 and September 30, 2019.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Global Asset Management Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Global Asset Management Trust during the reporting period were $477,227 in September 30, 2018 and $386,151 in September 30, 2019.


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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a)

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

Ruby P. Hearn

Arnold L. Lehman

Robin J.W. Masters

Jill E. McGovern

Arthur S. Mehlman

G. Peter O’Brien

S. Ford Rowan

Robert M. Tarola

 

  b)

Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

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


  (b)

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

 

ITEM 12.

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

Not applicable.

 

ITEM 13.

EXHIBITS.

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

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

Legg Mason Global Asset Management Trust

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   November 21, 2019

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

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   November 21, 2019
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   November 21, 2019

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, Jane Trust, certify that:

 

1.

I have reviewed this report on Form N-CSR of Legg Mason Global Asset Management Trust – QS Strategic Real Return Fund;

 

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: November 21, 2019      

/s/ Jane Trust

      Jane Trust
      Chief Executive Officer


CERTIFICATIONS

I, Christopher Berarducci, certify that:

 

1.

I have reviewed this report on Form N-CSR of Legg Mason Global Asset Management Trust – QS Strategic Real Return Fund;

 

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: November 21, 2019      

/s/ Christopher Berarducci

      Christopher Berarducci
      Principal Financial Officer

CERTIFICATIONS PURSUANT TO SECTION 906

EX-99.906CERT

CERTIFICATION

Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of Legg Mason Global Asset Management Trust – QS Strategic Real Return Fund (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 September 30, 2019 (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 Global Asset Management Trust - QS Strategic Real Return Fund      Legg Mason Global Asset Management Trust - QS Strategic Real Return Fund

/s/ Jane Trust

    

/s/ Christopher Berarducci

Jane Trust      Christopher Berarducci
Date: November 21, 2019      Date: November 21, 2019

This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.



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