UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23096
Legg Mason ETF Investment Trust
(Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Harris Goldblat
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-877-721-1926
Date of fiscal year end: March 31
Date of reporting period: September 30, 2024
| ITEM 1. | REPORT TO STOCKHOLDERS. |
The Semi-Annual Report to Stockholders is filed herewith.
| | |
ClearBridge Dividend Strategy ESG ETF | |
YLDE | The Nasdaq Stock Market LLCNASDAQ |
Semi-Annual Shareholder Report | September 30, 2024 |
|
This semi-annual shareholder report contains important information about ClearBridge Dividend Strategy ESG ETF for the period April 1, 2024, to September 30, 2024.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 1-877-721-1926 or 1-203-703-6002.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS? (based on a hypothetical $10,000 investment)
| | |
Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment† |
ClearBridge Dividend Strategy ESG ETF | $24 | 0.47% |
KEY FUND STATISTICS (as of September 30, 2024)
| |
Total Net Assets | $50,386,910 |
Total Number of Portfolio Holdings* | 55 |
Portfolio Turnover Rate | 7% |
* | Does not include derivatives, except purchased options, if any. |
WHAT DID THE FUND INVEST IN? (as of September 30, 2024)
Portfolio Composition* (% of Total Investments)
* | Does not include derivatives, except purchased options, if any. |
| |
| WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND? |
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its: |
• prospectus • proxy voting information • financial information • holdings • tax information |
ClearBridge Dividend Strategy ESG ETF | PAGE 1 | YLDE-STSR-1124 |
16.414.710.29.39.18.17.77.15.35.23.53.4
| | |
ClearBridge Large Cap Growth ESG ETF | |
LRGE | The Nasdaq Stock Market LLCNASDAQ |
Semi-Annual Shareholder Report | September 30, 2024 |
|
This semi-annual shareholder report contains important information about ClearBridge Large Cap Growth ESG ETF for the period April 1, 2024, to September 30, 2024.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at 1-877-721-1926 or 1-203-703-6002.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS? (based on a hypothetical $10,000 investment)
| | |
Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment† |
ClearBridge Large Cap Growth ESG ETF1 | $25 | 0.49% |
1 | Includes non-recurring merger related expenses. Excluding these costs, net expenses would have been 0.47%. |
KEY FUND STATISTICS (as of September 30, 2024)
| |
Total Net Assets | $387,974,823 |
Total Number of Portfolio Holdings* | 41 |
Portfolio Turnover Rate | 8% |
* | Does not include derivatives, except purchased options, if any. |
WHAT DID THE FUND INVEST IN? (as of September 30, 2024)
Portfolio Composition* (% of Total Investments)
* | Does not include derivatives, except purchased options, if any. |
| |
| WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND? |
Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its: |
• prospectus • proxy voting information • financial information • holdings • tax information |
ClearBridge Large Cap Growth ESG ETF | PAGE 1 | LRGE-STSR-1124 |
35.914.910.910.78.68.62.71.81.80.83.3
Not applicable.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable.
| Item 4. | Principal Accountant Fees and Services. |
Not applicable.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Financial Statements and Other Important Information
Semi-Annual | September 30, 2024 ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
Financial Statements and Other Important Information — Semi-Annual
Schedules of Investments (unaudited)September 30, 2024 ClearBridge Dividend Strategy ESG ETF
(Percentages shown based on Fund net assets)
| | | | | |
|
Communication Services — 8.2% |
|
| | | |
Interactive Media & Services — 1.8% |
Alphabet Inc., Class A Shares | | | |
|
Comcast Corp., Class A Shares | | | |
Wireless Telecommunication Services — 2.6% |
| | | |
|
Total Communication Services | |
Consumer Discretionary — 3.5% |
|
| | | |
Hotels, Restaurants & Leisure — 1.2% |
| | | |
|
| | | |
|
Total Consumer Discretionary | |
|
|
| | | |
|
Mondelez International Inc., Class A Shares | | | |
| | | |
| | | |
Household Products — 1.7% |
| | | |
Personal Care Products — 2.2% |
| | | |
| | | |
Total Personal Care Products | | | |
|
| |
|
Oil, Gas & Consumable Fuels — 7.1% |
| | | |
| | | |
| | | |
|
| |
|
|
| | | |
PNC Financial Services Group Inc. | | | |
| | | |
|
Capital One Financial Corp. | | | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
Schedules of Investments (unaudited) (cont’d)September 30, 2024 ClearBridge Dividend Strategy ESG ETF
(Percentages shown based on Fund net assets)
| | | | | |
|
Financial Services — 5.5% |
Apollo Global Management Inc. | | | |
Visa Inc., Class A Shares | | | |
| | | |
|
American International Group Inc. | | | |
| | | |
| | | |
| | | |
|
| |
|
|
| | | |
Health Care Equipment & Supplies — 3.0% |
| | | |
Health Care Providers & Services — 1.6% |
| | | |
|
| | | |
| | | |
| | | |
| | | |
|
| |
|
Air Freight & Logistics — 0.5% |
United Parcel Service Inc., Class B Shares | | | |
Commercial Services & Supplies — 1.5% |
| | | |
Ground Transportation — 1.8% |
| | | |
Industrial Conglomerates — 1.5% |
Honeywell International Inc. | | | |
|
| |
Information Technology — 14.8% |
Communications Equipment — 1.1% |
| | | |
Semiconductors & Semiconductor Equipment — 3.6% |
| | | |
| | | |
Total Semiconductors & Semiconductor Equipment | | | |
|
| | | |
| | | |
| | | |
| | | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
ClearBridge Dividend Strategy ESG ETF
(Percentages shown based on Fund net assets)
| | | | | |
|
Technology Hardware, Storage & Peripherals — 2.2% |
| | | |
|
Total Information Technology | |
|
|
Air Products & Chemicals Inc. | | | |
| | | |
| | | |
| | | |
Construction Materials — 2.3% |
| | | |
|
| | | |
| | | |
| | | |
|
| |
|
|
AvalonBay Communities Inc. | | | |
|
| | | |
| | | |
| | | |
|
| |
|
Electric Utilities — 1.5% |
| | | |
|
| | | |
| | | |
| | | |
|
| |
Total Common Stocks (Cost — $38,622,957) | |
| | | | | |
Master Limited Partnerships — 1.6% |
Independent Power and Renewable Electricity Producers — 1.6% |
Brookfield Renewable Partners LP (Cost — $781,965) | | | | |
Total Investments before Short-Term Investments (Cost — $39,404,922) | |
| | | | | |
Short-Term Investments — 3.4% |
JPMorgan 100% U.S. Treasury Securities Money Market Fund, Institutional Class (Cost — $1,716,678) | | | | |
Total Investments — 100.5% (Cost — $41,121,600) | |
Liabilities in Excess of Other Assets — (0.5)% | |
Total Net Assets — 100.0% | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
Schedules of Investments (unaudited) (cont’d)September 30, 2024 ClearBridge Dividend Strategy ESG ETF
| Rate shown is one-day yield as of the end of the reporting period. |
Abbreviation(s) used in this schedule: |
| | American Depositary Receipts |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
ClearBridge Large Cap Growth ESG ETF
(Percentages shown based on Fund net assets)
| | | | | |
|
Communication Services — 10.7% |
Diversified Telecommunication Services — 0.0%†† |
GCI Liberty Inc., Class A Shares (Escrow) | | | |
|
| | | |
Interactive Media & Services — 6.7% |
Alphabet Inc., Class A Shares | | | |
Meta Platforms Inc., Class A Shares | | | |
Total Interactive Media & Services | | | |
|
Total Communication Services | |
Consumer Discretionary — 8.6% |
|
| | | |
|
| | | |
Hotels, Restaurants & Leisure — 0.6% |
| | | |
|
Total Consumer Discretionary | |
|
|
| | | |
Consumer Staples Distribution & Retail — 1.5% |
| | | |
|
| |
|
|
Intercontinental Exchange Inc. | | | |
| | | |
| | | |
Financial Services — 6.5% |
| | | |
Visa Inc., Class A Shares | | | |
| | | |
|
Marsh & McLennan Cos. Inc. | | | |
|
| |
|
Health Care Equipment & Supplies — 5.1% |
| | | |
| | | |
| | | |
Total Health Care Equipment & Supplies | | | |
Health Care Providers & Services — 3.8% |
| | | |
Life Sciences Tools & Services — 2.3% |
Thermo Fisher Scientific Inc. | | | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
Schedules of Investments (unaudited) (cont’d)September 30, 2024 ClearBridge Large Cap Growth ESG ETF
(Percentages shown based on Fund net assets)
| | | | | |
|
|
| | | |
| | | |
| | | |
|
| |
|
Electrical Equipment — 2.0% |
| | | |
Ground Transportation — 3.5% |
| | | |
| | | |
Total Ground Transportation | | | |
Industrial Conglomerates — 1.0% |
Honeywell International Inc. | | | |
Trading Companies & Distributors — 2.1% |
| | | |
|
| |
Information Technology — 35.9% |
|
Accenture PLC, Class A Shares | | | |
Semiconductors & Semiconductor Equipment — 12.7% |
ASML Holding NV, Registered Shares | | | |
| | | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | |
Total Semiconductors & Semiconductor Equipment | | | |
|
| | | |
| | | |
| | | |
| | | |
| | | |
Workday Inc., Class A Shares | | | |
| | | |
Technology Hardware, Storage & Peripherals — 4.9% |
| | | |
|
Total Information Technology | |
|
|
| | | |
|
|
|
| | | |
|
|
Electric Utilities — 0.8% |
| | | |
Total Investments before Short-Term Investments (Cost — $268,271,069) | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
ClearBridge Large Cap Growth ESG ETF
(Percentages shown based on Fund net assets)
| | | | | |
Short-Term Investments — 3.3% |
JPMorgan 100% U.S. Treasury Securities Money Market Fund, Institutional Class (Cost — $12,917,035) | | | | |
Total Investments — 100.0% (Cost — $281,188,104) | |
Liabilities in Excess of Other Assets — (0.0)%†† | |
Total Net Assets — 100.0% | |
| Represents less than 0.1%. |
| Non-income producing security. |
| Security is fair valued in accordance with procedures approved by the Board of Trustees (Note 1). |
| Security is valued using significant unobservable inputs (Note 1). |
| Rate shown is one-day yield as of the end of the reporting period. |
Abbreviation(s) used in this schedule: |
| | American Depositary Receipts |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
Statements of Assets and Liabilities (unaudited)September 30, 2024
| ClearBridge
Dividend Strategy ESG ETF | ClearBridge
Large Cap Growth ESG ETF |
| | |
Investments, at value (Cost — $41,121,600 and $281,188,104, respectively) | | |
| | |
| | |
| | |
| | |
Payable for securities purchased | | |
Investment management fee payable | | |
Reorganization expenses payable (Note 6) | | |
| | |
| | |
| | |
| | |
Paid-in capital in excess of par value | | |
Total distributable earnings (loss) | | |
| | |
| | |
| | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
Statements of Operations (unaudited)For the Six Months Ended September 30, 2024
| ClearBridge
Dividend Strategy ESG ETF | ClearBridge
Large Cap Growth ESG ETF |
| | |
| | |
Less: Foreign taxes withheld | | |
| | |
| | |
Investment management fee (Note 2) | | |
Reorganization expenses (Note 6) | | |
| | |
| | |
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions
(Notes 1 and 3): |
Net Realized Loss From Investment Transactions | | |
Change in Net Unrealized Appreciation (Depreciation) From: | | |
| | |
| | |
Change in Net Unrealized Appreciation (Depreciation) | | |
Net Gain on Investments and Foreign Currency Transactions | | |
Increase in Net Assets From Operations | | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
Statements of Changes in Net AssetsClearBridge Dividend Strategy ESG ETF
For the Six Months Ended September 30, 2024 (unaudited)
and the Year Ended March 31, 2024 | | |
| | |
| | |
| | |
Change in net unrealized appreciation (depreciation) | | |
Increase in Net Assets From Operations | | |
Distributions to Shareholders From (Note 1): | | |
Total distributable earnings | | |
Decrease in Net Assets From Distributions to Shareholders | | |
Fund Share Transactions (Note 5): | | |
Net proceeds from sale of shares (50,000 and 300,000 shares issued, respectively) | | |
Cost of shares repurchased (0 and 100,000 shares repurchased, respectively) | | |
Increase in Net Assets From Fund Share Transactions | | |
| | |
| | |
| | |
| | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
ClearBridge Large Cap Growth ESG ETF
For the Six Months Ended September 30, 2024 (unaudited)
and the Year Ended March 31, 2024 | | |
| | |
| | |
| | |
Change in net unrealized appreciation (depreciation) | | |
Increase in Net Assets From Operations | | |
Distributions to Shareholders From (Note 1): | | |
Total distributable earnings | | |
Decrease in Net Assets From Distributions to Shareholders | | |
Fund Share Transactions (Note 5): | | |
Net proceeds from sale of shares (300,000 and 700,000 shares issued, respectively) | | |
Cost of shares repurchased (150,133 and 100,000 shares repurchased, respectively) | | |
Net assets of shares issued in connection with merger (1,813,881 and 0 shares issued, respectively) (Note 6) | | |
Increase in Net Assets From Fund Share Transactions | | |
| | |
| | |
| | |
| | |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
ClearBridge Dividend Strategy ESG ETF
For a share of beneficial interest outstanding throughout each year ended March 31, unless otherwise noted: |
| | | | | | | |
Net asset value, beginning of period | | | | | | | |
Income (loss) from operations: |
| | | | | | | |
Net realized and unrealized gain (loss) | | | | | | | |
Total income (loss) from operations | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
Total return, based on NAV5 | | | | | | | |
Net assets, end of period (000s) | | | | | | | |
Ratios to average net assets: |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Per share amounts have been calculated using the average shares method. |
| For the six months ended September 30, 2024 (unaudited). |
| For the period December 1, 2021 through March 31, 2022. |
| For the year ended November 30. |
| Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
| |
| Effective March 1, 2024, the Fund’s management fee was reduced to 0.47%. Prior to March 1, 2024, the Fund paid a fee equal to an annual rate of 0.59% of the value of the average daily net assets of the Fund. |
| Portfolio turnover excludes the value of portfolio securities received or delivered as a result of in-kind fund share transactions. |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
ClearBridge Large Cap Growth ESG ETF
For a share of beneficial interest outstanding throughout each year ended March 31, unless otherwise noted: |
| | | | | | | |
Net asset value, beginning of period | | | | | | | |
Income (loss) from operations: |
| | | | | | | |
Net realized and unrealized gain (loss) | | | | | | | |
Total income (loss) from operations | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
Total return, based on NAV6 | | | | | | | |
Net assets, end of period (millions) | | | | | | | |
Ratios to average net assets: |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Portfolio turnover rate10 | | | | | | | |
| Per share amounts have been calculated using the average shares method. |
| For the six months ended September 30, 2024 (unaudited). |
| For the period December 1, 2021 through March 31, 2022. |
| For the year ended November 30. |
| Amount represents less than $0.005 or greater than $(0.005) per share. |
| Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
| Expense ratios are including reorganization expenses that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 0.47% and 0.47%, respectively, for the period ended September 30, 2024, and 0.57% and 0.57%, respectively, for the year ended March 31, 2024. |
| |
| Effective March 1, 2024, the Fund’s management fee was reduced to 0.47%. Prior to March 1, 2024, the Fund paid a fee equal to an annual rate of 0.59% of the value of the average daily net assets of the Fund. |
| Portfolio turnover excludes the value of portfolio securities received or delivered as a result of in-kind fund share transactions. |
See Notes to Financial Statements.
ClearBridge ETFs 2024 Semi-Annual Report
Notes to Financial Statements (unaudited)
1. Organization and significant accounting policies
ClearBridge Dividend Strategy ESG ETF (“Dividend Strategy ESG ETF”) and ClearBridge Large Cap Growth ESG ETF (“Large Cap Growth ESG ETF”) (the “Funds”) are separate diversified investment series of Legg Mason ETF Investment Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
The Funds are actively managed exchange-traded funds (“ETFs”). ETFs are funds that trade like other publicly-traded securities. Unlike shares of a mutual fund, which can be bought from and redeemed by the issuing fund by all shareholders at a price based on net asset value (“NAV”), shares of the Funds may be directly purchased from and redeemed by the Funds at NAV solely by certain large institutional investors who have entered into agreements with the Funds’ distributor (“Authorized Participants”). Also unlike shares of a mutual fund, shares of the Funds are listed on a national securities exchange and trade in the secondary market at market prices that change throughout the day.
Shares of the Funds are listed and traded at market prices on NASDAQ. The market price for a Fund’s shares may be different from a Fund’s NAV. The Funds issue and redeem shares at NAV only in blocks of a specified number of shares or multiples thereof (“Creation Units”). Only Authorized Participants may purchase or redeem Creation Units directly with the Funds at NAV. Creation Units are created and redeemed principally in-kind (although under some circumstances its shares are created and redeemed partially for cash). Except when aggregated in Creation Units, shares of the Funds are not redeemable securities. Shareholders who are not Authorized Participants may not redeem shares directly from the Funds at NAV.
The Funds follow the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Funds and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. 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 typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. When the Funds hold securities or other assets that are denominated in a foreign currency, the Funds will use the currency exchange rates, generally determined as of 4:00 p.m. (London Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Funds calculate their net asset value, the Funds value these securities as determined in accordance with procedures approved by the Funds’ Board of Trustees.
Pursuant to policies adopted by the Board of Trustees, the Funds’ manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Funds’ manager is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Funds’ pricing policies, and reporting to the Funds’ manager and the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Funds, 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
ClearBridge ETFs 2024 Semi-Annual Report
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 Funds use 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 — unadjusted quoted prices in active markets for identical investments
•
Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
•
Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Funds’ assets carried at fair value:
Dividend Strategy ESG ETF
|
| | Other Significant
Observable Inputs
(Level 2) | Significant
Unobservable
Inputs
(Level 3) | |
| | | | |
| | | | |
Master Limited Partnerships | | | | |
Total Long-Term Investments | | | | |
| | | | |
| | | | |
| See Schedule of Investments for additional detailed categorizations. |
|
| | Other Significant
Observable Inputs
(Level 2) | Significant
Unobservable
Inputs
(Level 3) | |
| | | | |
| | | | |
| | | | |
| | | | |
Total Long-Term Investments | | | | |
| | | | |
| | | | |
| See Schedule of Investments for additional detailed categorizations. |
(b) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and
ClearBridge ETFs 2024 Semi-Annual Report
Notes to Financial Statements (unaudited) (cont’d)
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 Funds do 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 Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(c) Foreign investment risks. The Funds’ investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Funds. Foreign investments may also subject the Funds to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(d) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities) is recorded on the accrual basis. Amortization of premiums and accretion of discounts on debt securities are recorded to interest income over the lives of the respective securities, except for premiums on certain callable debt securities, which are amortized to the earliest call date. 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 Funds determine 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 Funds may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.
(e) REIT distributions. The character of distributions received from Real Estate Investment Trusts (‘‘REITs’’) held by the Funds is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Funds 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 Funds’ records in the year in which they are reported by the REITs by adjusting related investment cost basis, capital gains and income, as necessary.
(f) Distributions to shareholders. Large Cap Growth ESG ETF distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. For Dividend Strategy ESG ETF, distributions from net investment income of the Fund, if any, are declared and paid on a quarterly basis and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Funds are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(g) Federal and other taxes. It is the Funds’ policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Funds intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Funds’ financial statements.
Management has analyzed the Funds’ tax positions taken on income tax returns for all open tax years and has concluded that as of March 31, 2024, no provision for income tax is required in the Funds’ financial statements. The Funds’ federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
ClearBridge ETFs 2024 Semi-Annual Report
(h) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
2. Investment management agreement and other transactions with affiliates
Franklin Templeton Fund Adviser, LLC (“FTFA”) is each Fund’s investment manager and ClearBridge Investments, LLC (“ClearBridge”) is each Fund’s subadviser. Western Asset Management Company, LLC (“Western Asset”) manages the portion of each Fund’s cash and short-term instruments allocated to it. FTFA, ClearBridge and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).
FTFA provides administrative and certain oversight services to the Funds. FTFA delegates to the subadviser the day-to-day portfolio management of the Funds. Each Fund is responsible for paying interest expenses, taxes, brokerage expenses, future 12b-1 fees (if any), acquired fund fees and expenses, extraordinary expenses and the management fee payable to FTFA under the investment management agreement.
Under the investment management agreement and subject to the general supervision of the Funds’ Board of Trustees, FTFA as to each Fund provides or causes to be furnished all investment management, supervisory, administrative and other services reasonably necessary for the operation of the Fund, including certain distribution services (provided pursuant to a separate distribution agreement) and investment advisory services (provided pursuant to separate subadvisory agreements) under a unitary fee structure.
Each Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of the Fund’s average daily net assets. For the period April 1, 2023 to February 29, 2024, Dividend Strategy ESG ETF and Large Cap Growth ESG ETF paid an investment management fee of 0.59%. Effective March 1, 2024, the investment management fees are as follows:
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Dividend Strategy ESG ETF | |
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As compensation for its subadvisory services, FTFA as to each Fund pays ClearBridge a fee monthly, at an annual rate equal to 70% of the management fee paid by the Fund to FTFA, net of (i) all fees and expenses incurred by FTFA under the investment management agreement (including without limitation any subadvisory fee paid to another subadviser to the Fund) and (ii) expense waivers, if any, and reimbursements. FTFA as to each Fund pays Western Asset monthly a fee of 0.02% of the portion of the Fund’s average daily net assets allocated to Western Asset for the management of cash and other short-term instruments, net of expense waivers, if any, and reimbursements.
Franklin Distributors, LLC (“Franklin Distributors”) serves as the distributor of Creation Units for the Funds on an agency basis. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources.
The Funds’ Board of Trustees has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan, each Fund is authorized to pay service and/or distribution fees calculated at an annual rate of up to 0.25% of its average daily net assets. No service and/or distribution fees are currently paid by the Funds, and there are no current plans to impose these fees.
All officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust.
During the six months ended September 30, 2024, the aggregate cost of purchases and proceeds from sales of investments (excluding in-kind transactions and short-term investments) were as follows:
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Dividend Strategy ESG ETF | | |
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During the six months ended September 30, 2024, in-kind transactions (Note 5) were as follows:
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Dividend Strategy ESG ETF | | | |
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| Net realized gains on redemptions in-kind are not taxable to the remaining shareholders of the Fund. |
ClearBridge ETFs 2024 Semi-Annual Report
Notes to Financial Statements (unaudited) (cont’d)
The in-kind contributions and in-kind redemptions shown in this table may not agree with the Funds’ Share Transactions on the Statements of Changes in Net Assets. This table represents the accumulation of each Fund’s daily net shareholder transactions while the Statements of Changes in Net Assets reflects gross shareholder transactions including any cash component of the transactions.
At September 30, 2024, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
| Dividend Strategy ESG ETF |
| | Gross
Unrealized
Appreciation | Gross
Unrealized
Depreciation | Net
Unrealized
Appreciation |
| | | | |
| |
| | Gross
Unrealized
Appreciation | Gross
Unrealized
Depreciation | Net
Unrealized
Appreciation |
| | | | |
4. Derivative instruments and hedging activities
During the six months ended September 30, 2024, the Funds did not invest in derivative instruments.
5. Fund share transactions
At September 30, 2024, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. Each Fund’s shares are issued and redeemed by the Funds only in Creation Units or Creation Unit aggregations, where 50,000 shares of each Fund constitute a Creation Unit. Such transactions are generally on an in-kind basis, with a separate cash payment, which is a balancing cash component to equate the transaction to the net asset value per share of each Fund on the transaction date. Transactions in capital shares of the Funds are disclosed in detail in the Statements of Changes in Net Assets. Authorized Participants are subject to standard creation and redemption transaction fees to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. Such transactions fees are treated as increases in capital and are disclosed in the Funds’ Statements of Changes in Net Assets. Creations and redemptions for cash (when cash creations and redemptions are available or specified) may be subject to an additional variable fee.
6. Transfer of net assets
On June 14, 2024, Large Cap Growth ESG ETF acquired the assets and certain liabilities of ClearBridge All Cap Growth ESG ETF (the “Acquired Fund”), pursuant to a plan of reorganization approved by the Board of Trustees of both the Acquired Fund and Large Cap Growth ESG ETF. Total shares issued by Large Cap Growth ESG ETF and the total net assets of the Acquired Fund and Large Cap Growth ESG ETF on the date of the transfer were as follows:
| | Total Net Assets of the
Acquired Fund | Total Net Assets of the
Fund |
ClearBridge All Cap Growth ESG ETF | | | |
As part of the reorganization, for each common share they held, shareholders of the Acquired Fund received 0.771864 common shares of Large Cap Growth ESG ETF. Large Cap Growth ESG ETF did not issue any fractional shares to shareholders of the Acquired Fund. In lieu thereof, Large Cap Growth ESG ETF purchased all fractional shares at the current net asset value of the shares and remitted the cash proceeds to former shareholders of the Acquired Fund in proportion to their fractional shares.
The total net assets of the Acquired Fund before the acquisition included unrealized appreciation of $33,607,978, accumulated net realized gain of $5,611,751 and overdistributed net investment income of $(62,976). Total net assets of Large Cap Growth ESG ETF immediately after the transfer were $367,642,474. The transaction was structured to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended.
ClearBridge ETFs 2024 Semi-Annual Report
Proforma results of operations of the combined entity for the entire six months ended September 30, 2024, as though the acquisition had occurred as of the beginning of the period (rather than on the actual acquisition date), are as follows:
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Change in net unrealized appreciation | |
Increase in net assets from operations | |
Because the combined investment portfolios have been managed as a single portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Acquired Fund that have been included in Large Cap Growth ESG ETF’s accompanying Statement of Operations since the close of business on June 14, 2024.
7. Deferred capital losses
As of March 31, 2024, Dividend Strategy ESG ETF and Large Cap Growth ESG ETF had deferred capital losses of $1,279,265 and $15,089,793*, respectively, which have no expiration date, that will be available to offset future taxable capital gains.
* Includes deferred capital losses from Acquired Fund.
ClearBridge ETFs 2024 Semi-Annual Report
Changes in and Disagreements with AccountantsFor the period covered by this report
Results of Meeting(s) of ShareholdersFor the period covered by this report
Remuneration Paid to Directors, Officers and OthersFor the period covered by this report
Not applicable. Remuneration paid to directors, officers, and others is included as part of the all-inclusive management fee and not paid directly by the fund.
Board Approval of Management andSubadvisory Agreements (unaudited) Legg Mason ETF Investment Trust
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
At an in-person meeting held on May 29, 2024 (Meeting), the Board of Trustees (Board) of the Legg Mason ETF Investment Trust (Trust), including a majority of the trustees who are not “interested persons” as defined in the Investment Company Act of 1940 (Independent Trustees), reviewed and approved the continuance of (i) the investment management agreement between Franklin Templeton Fund Adviser, LLC (FTFA) and the Trust, on behalf of each Fund; (ii) the investment sub-advisory agreement between FTFA and ClearBridge Investments, LLC (ClearBridge), an affiliate of FTFA, on behalf of each Fund; and (iii) the investment sub-advisory agreement between FTFA and Western Asset Management Company, LLC (Western Asset LLC), an affiliate of FTFA, on behalf of each Fund (each a Management Agreement) for an additional one-year period. The Independent Trustees received advice from and met separately with Independent Trustee counsel in considering whether to approve the continuation of each Management Agreement. Although the Management Agreements for the Funds were considered at the same Board meeting, the Board considered the information provided to it about the Funds together and with respect to each Fund separately as the Board deemed appropriate. FTFA, ClearBridge and Western Asset LLC are each referred to herein as a Manager.
In considering the continuation of each Management Agreement, the Board reviewed and considered information provided by each Manager at the Meeting and throughout the year at meetings of the Board and its committees. The Board also reviewed and considered information provided in response to a detailed set of requests for information submitted to each Manager by Independent Trustee counsel on behalf of the Independent Trustees in connection with the annual contract renewal process. In addition, prior to the Meeting, the Independent Trustees held a virtual contract renewal meeting at which the Independent Trustees first conferred amongst themselves and Independent Trustee counsel about contract renewal matters, and then met with management to request additional information that the Independent Trustees reviewed and considered prior to and at the Meeting. The Board reviewed and considered all of the factors it deemed relevant in approving the continuance of each Management Agreement, including, but not limited to: (i) the nature, extent and quality of the services provided by each Manager; (ii) the investment performance of each Fund; (iii) the costs of the services provided and profits realized by each Manager and its affiliates from the relationship with each Fund; (iv) the extent to which economies of scale are realized as each Fund grows; and (v) whether fee levels reflect these economies of scale for the benefit of Fund investors.
In approving the continuance of each Management Agreement, the Board, including a majority of the Independent Trustees, determined, through the exercise of its business judgment, that the terms of each Management Agreement are fair and reasonable and that the continuance of the Management Agreement is in the best interests of the applicable Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board’s determination.
Nature, Extent and Quality of Services
The Board reviewed and considered information regarding the nature, extent and quality of investment management services provided by each Manager and its affiliates to the Funds and their shareholders. This information included, among other things, the qualifications, background and experience of the senior management and investment personnel of each Manager, as well as information on succession planning where appropriate; the structure of investment personnel compensation; oversight of third-party service providers; investment performance reports and related financial information for each Fund; reports on expenses and shareholder services; legal and compliance matters; risk controls; pricing and other services provided by each Manager and its affiliates; and management fees charged by each Manager and its affiliates to US funds and other accounts, including management’s explanation of differences among accounts where relevant. The Board acknowledged the ongoing integration of the Putnam family of funds into the Franklin Templeton (FT) family of funds and management’s continued development of strategies to address areas of heightened concern in the registered fund industry, including various regulatory initiatives and continuing geopolitical concerns.
The Board also reviewed and considered the benefits provided to Fund shareholders of investing in a fund that is part of the FT family of funds. The Board noted the financial position of Franklin Resources, Inc. (FRI), the Managers’ parent, and its
Board Approval of Management andSubadvisory Agreements (unaudited) (cont’d) commitment to the registered fund business as evidenced by its continued introduction of new funds, reassessment of the fund offerings in response to FT acquisitions and the market environment, as well as project initiatives and capital investments relating to the services provided to the Funds by the FT organization. The Board specifically noted FT’s commitment to technological innovation and advancement, including its initiative to create a new enterprise-wide artificial intelligence platform.
Following consideration of such information, the Board was satisfied with the nature, extent and quality of services provided by each Manager and its affiliates to the Funds and their shareholders.
The Board reviewed and considered the performance results of each Fund over various time periods ended December 31, 2023. The Board considered the performance returns for each Fund in comparison to the performance returns of registered funds deemed comparable to the Fund included in a universe (Performance Universe) selected by Broadridge Financial Solutions, Inc. (Broadridge), an independent provider of investment company data. The Board received a description of the methodology used by Broadridge to select the registered funds included in a Performance Universe. The Board also reviewed and considered Fund performance reports provided and discussions that occurred with portfolio managers at Board meetings throughout the year. The Board referenced earlier discussions with management on matters related to, among other things, the expansion and rationalization of the overall product line, including investments in novel asset classes, as well as the growth in assets from internal and external clients. In addition, the Board acknowledged information provided regarding management’s strategy to grow market share through the use of innovative data and technology and investments in marketing and distribution. The Board noted management’s high level of client engagement and the strength of its internal audit and compliance program. A summary of each Fund’s performance results is below.
ClearBridge Dividend Strategy ESG ETF - The Performance Universe for the Fund included the Fund and all retail and institutional equity income funds and exchange-traded funds. The Fund commenced operations on May 22, 2017, and thus has been in operation for less than 10 years. The Board noted that the Fund’s annualized total return for the one- and five-year periods was above the median of its Performance Universe, but for the three-year period was below the median of its Performance Universe. The Board concluded that the Fund’s performance was satisfactory.
ClearBridge Large Cap Growth ESG ETF - The Performance Universe for the Fund included the Fund and all retail and institutional large-cap growth funds and exchange-traded funds. The Fund commenced operations on May 22, 2017, and thus has been in operation for less than 10 years. The Board noted that the Fund’s annualized total return for the one-year period was above the median of its Performance Universe and for the three-year period was equal to the median of its Performance Universe, but for the five-year period was below the median of its Performance Universe. The Board concluded that the Fund’s performance was satisfactory.
Comparative Fees and Expenses
The Board reviewed and considered information regarding each Fund’s actual total expense ratio, noting that each Fund pays a Unified Fee (as defined below). The Board considered the actual total expense ratio and, separately, the contractual management fee rate, without the effect of fee waivers, if any (Management Rate), of each Fund in comparison to the median expense ratio and median Management Rate, respectively, of other exchange-traded funds deemed comparable to and with a similar expense structure to the Fund selected by Broadridge (Expense Group). Broadridge fee and expense data is based upon information taken from each fund’s most recent annual or semi-annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios and Management Rates generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Broadridge to be an appropriate measure of comparative fees and expenses. The Broadridge Management Rate includes administrative charges. The Board received a description of the methodology used by Broadridge to select the exchange-traded funds included in an Expense Group.
ClearBridge Dividend Strategy ESG ETF - The Expense Group for the Fund was comprised of actively managed exchange-traded funds, which included the Fund and 10 other equity income funds. The Board noted that the Management Rate and actual total expense ratio for the Fund were equal to the medians of its Expense Group. The Board further noted that the Fund has a Unified Fee and the terms of the Unified Fee Arrangement. The Board also noted that effective March 1, 2024, the Fund’s unitary management fee rate was reduced from 0.59% to 0.47%. The Board further noted that each of ClearBridge and
Western Asset LLC is paid by FTFA out of the Unified Fee FTFA receives from the Fund and that the allocation of the fee between FTFA and each of ClearBridge and Western Asset LLC reflected the services provided by each to the Fund. After consideration of the above, the Board concluded that the Management Rate charged to the Fund and the sub-advisory fee paid to each of ClearBridge and Western Asset LLC are reasonable.
ClearBridge Large Cap Growth ESG ETF - The Expense Group for the Fund was comprised of actively managed exchange-traded funds, which included the Fund, one other large-cap growth fund, three large-cap core funds and two multi-cap growth funds. The Board noted that the Management Rate for the Fund was below the median of its Expense Group, but the actual total expense ratio for the Fund was equal to the median of its Expense Group. The Board further noted that the Fund has a Unified Fee and the terms of the Unified Fee Arrangement. The Board also noted that effective March 1, 2024, the Fund’s unitary management fee rate was reduced from 0.59% to 0.47%. The Board further noted that each of ClearBridge and Western Asset LLC is paid by FTFA out of the Unified Fee FTFA receives from the Fund and that the allocation of the fee between FTFA and each of ClearBridge and Western Asset LLC reflected the services provided by each to the Fund. After consideration of the above, the Board concluded that the Management Rate charged to the Fund and the sub-advisory fee paid to each of ClearBridge and Western Asset LLC are reasonable.
The Board reviewed and considered information regarding the profits realized by each Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board considered the Fund profitability analysis provided by the Manager that addresses the overall profitability of FT’s US fund business, as well as its profits in providing investment management and other services to each of the individual Funds during the 12-month period ended September 30, 2023 (the most recent fiscal year-end for FRI). The Board noted that although management continually makes refinements to its methodologies used in calculating profitability in response to organizational and product-related changes, the overall methodology has remained consistent with that used in the Funds’ profitability report presentations from prior years. The Board also noted that an independent registered public accounting firm has been engaged by the Manager to periodically review and assess the allocation methodologies to be used solely by the Funds’ Board with respect to the profitability analysis.
The Board noted management’s belief that costs incurred in establishing the infrastructure necessary for the type of fund operations conducted by each Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. As part of this evaluation, the Board considered management’s outsourcing of certain operations, which effort has required considerable up-front expenditures by the Manager but, over the long run, is expected to result in greater efficiencies. The Board also noted management’s expenditures in improving shareholder services provided to the Funds, as well as the need to implement systems and meet additional regulatory and compliance requirements resulting from recent US Securities and Exchange Commission and other regulatory requirements.
The Board also considered the extent to which each Manager and its affiliates might derive ancillary benefits from fund operations, including potential benefits resulting from personnel and systems enhancements necessitated by fund growth, as well as increased leverage with service providers and counterparties. Based upon its consideration of all these factors, the Board concluded that the level of profits realized by each Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, extent and quality of services provided to each Fund.
The Board reviewed and considered the extent to which each Manager may realize economies of scale, if any, as each Fund grows larger and whether each Fund’s management fee structure reflects any economies of scale for the benefit of shareholders. The Board considered that each Fund would likely experience benefits from the Unified Fee at the Fund’s projected asset levels because of FTFA’s contractual requirement to bear most of the Fund’s ordinary operating expenses. The Board noted that, under the Unified Fee, it is not anticipated that any of the Funds will generate significant, if any, profit for FTFA and/or its affiliates for some time. The Board considered the Manager’s view that any analyses of potential economies of scale in managing a particular fund are inherently limited in light of the joint and common costs and investments each Manager incurs across the FT family of funds as a whole. The Board also noted that as of December 31, 2023, neither of the Funds had an asset size that would likely enable them to achieve economies of scale. The Board also noted management’s
Board Approval of Management andSubadvisory Agreements (unaudited) (cont’d) representation that for the fiscal year ended September 30, 2023, neither of the Funds experienced a profit. The Board recognized that there would not likely be any economies of scale for a Fund until its assets grow.
Based on its review, consideration and evaluation of all factors it believed relevant, including the above-described factors and conclusions, the Board unanimously approved the continuation of each Management Agreement for an additional one-year period.
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Trustees
Jennifer M. Johnson
Chair
Investment manager
Franklin Templeton Fund Adviser, LLC
ClearBridge Investments, LLC
The Bank of New York Mellon
Transfer agent
The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
Independent registered public accounting firm
PricewaterhouseCoopers LLP
San Francisco, CA
ClearBridge ETFs
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
The Funds are separate investment series of Legg Mason ETF Investment Trust, a Maryland statutory trust.
ClearBridge ETFs
Legg Mason Funds
620 Eighth Avenue, 47th Floor
New York, NY 10018
The Funds file their 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 their reports on Form N-PORT. The Funds’ Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Funds at 1-877-721-1926.
Information on how the Funds 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 Funds use to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Funds at 1-877-721-1926, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of ClearBridge Dividend Strategy ESG ETF and ClearBridge Large Cap Growth ESG ETF. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by a current prospectus.
Investors should consider each Fund’s investment objectives, risks, charges and expenses carefully before investing. Each prospectus contains this and other important information about the Funds. Please read the prospectuses carefully before investing.
www.franklintempleton.com
© 2024 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.
© 2024 Franklin Templeton. All rights reserved.
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
| ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR, as applicable.
| ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 14. | PURCHASES OF SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) (1) Not applicable.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Legg Mason ETF Investment Trust |
| | |
By: | /s/ Christopher Kings | |
| Christopher Kings | |
| Chief Executive Officer - Finance and Administration | |
| | |
Date: | November 22, 2024 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Christopher Kings | |
| Christopher Kings | |
| Chief Executive Officer - Finance and Administration | |
| | |
Date: | November 22, 2024 | |
By: | /s/ Vivek Pai | |
| Vivek Pai | |
| Chief Financial Officer, Chief Accounting Officer and Treasurer | |
| | |
Date: | November 22, 2024 | |