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Semi-Annual Report   September 30, 2022

ClearBridge ETFs

ClearBridge All Cap Growth ESG ETF

ClearBridge Dividend Strategy ESG ETF

ClearBridge Large Cap Growth ESG ETF

 

 

 

LOGO

 

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


What’s inside      
Letter from the president     III  
Performance review     IV  
Funds at a glance     1  
Funds expenses     4  
Schedules of investments     7  
Statements of assets and liabilities     16  
Statements of operations     17  
Statements of changes in net assets     18  
Financial highlights     21  
Notes to financial statements     24  
Board approval of management and subadvisory agreements     30  
Statement regarding liquidity risk management program     34  

 

II    ClearBridge ETFs


Letter from the president

 

LOGO

Dear Shareholder,

We are pleased to provide the semi-annual reports of ClearBridge All Cap Growth ESG ETF, ClearBridge Dividend Strategy ESG ETF and ClearBridge Large Cap Growth ESG ETF for the six-month reporting period ended September 30, 2022. Please read on for each Fund’s performance information during the Funds’ reporting period.

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.franklintempleton.com. Here you can gain immediate access to market and investment information, including:

 

 

Fund net asset value and market price,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Patrick O’Connor

President and Chief Executive Officer — Investment Management President

October 31, 2022

 

ClearBridge ETFs   III


Performance review

 

ClearBridge All Cap Growth ESG ETF

ClearBridge All Cap Growth ESG ETF seeks long-term capital appreciation by investing in an actively managed diversified portfolio of large-, mid- and small-capitalization stocks that have the potential for above-average long-term earnings and/or cash flow growth and meet its financial and environmental, social and governance criteria.

Performance review

For the six months ended September 30, 2022, ClearBridge All Cap Growth ESG ETF generated a -23.62% return on a net asset value (“NAV”)i basis and -23.76% based on its market priceii per share.

The performance table shows the Fund’s total return for the six months ended September 30, 2022 based on its NAV and market price as of September 30, 2022. The Fund’s broad-based market index, the Russell 3000 Growth Indexiii, returned -23.49% over the same time frame. The Lipper Multi-Cap Growth Funds Category Averageiv returned -24.99% for the period. Please note that Lipper performance returns are based on each fund’s NAV.

 

Performance Snapshot as of September 30, 2022
(unaudited)
     
             6 months          
ClearBridge All Cap Growth ESG ETF:  

$34.54 (NAV)

    -23.62 %*† 

$34.46 (Market Price)

    -23.76 %*‡ 
Russell 3000 Growth Index     -23.49
Lipper Multi-Cap Growth Funds Category Average     -24.99

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate so shares, when sold, may be worth more or less than their original cost. Performance data current to the most recent month-end is available at www.franklintempleton.com.

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

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

As of the Fund’s current prospectus dated July 29, 2022, the gross total annual fund operating expense ratio for the Fund was 0.53%.

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

† Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

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

Looking for additional information?

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

RISKS: Equity securities are subject to market and price fluctuations. In addition to investments in large-capitalization companies, investments may be made in speculative and/or small-cap and mid-cap companies which involve a higher degree of risk and volatility than investments in larger, more established companies. The Fund’s growth-oriented investment style may increase the risks of investing in the Fund. Growth securities typically are very sensitive to market movements because their market prices tend to reflect future expectations. When it appears, those expectations will not be met, the prices of growth securities typically fall. Growth stocks as a group may be out of favor and underperform the overall equity market while the market concentrates on value stocks. The Fund’s environmental, social and governance (“ESG”) investment strategy may limit the types and number of investment opportunities available to the Fund and, as a result, may underperform funds that are not subject to such criteria. The Fund’s ESG investment strategy may result in the Fund investing in securities or industry sectors that underperform the market as a whole, or forgoing opportunities to invest in securities that might otherwise be advantageous to buy. The Fund may also underperform other funds screened for different ESG standards. In addition, the subadviser may be unsuccessful in creating a portfolio composed of companies that exhibit positive ESG characteristics. Although the Fund will not concentrate its investments in any one industry or industry group, it may, like many growth funds, weight its investments toward certain industries, thus increasing its exposure to factors adversely affecting issuers within those industries. Investments may also be made in depositary receipts and other securities of non-U.S. companies in developed and emerging markets which involve risks in addition

 

IV    ClearBridge ETFs


    

 

to those ordinarily associated with investing in domestic securities, including the potentially negative effects of currency fluctuation, political and economic developments, foreign taxation and differences in auditing and other financial standards. These risks are magnified in emerging markets. Emerging market countries tend to have economic, political and legal systems that are less developed and are less stable than those of more developed countries. Active management and diversification do not ensure gains or protect against market declines. Distributions are not guaranteed and are subject to change. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

 

ClearBridge ETFs   V


Performance review (cont’d)

 

ClearBridge Dividend Strategy ESG ETF

ClearBridge Dividend Strategy ESG ETF is an actively managed fund that seeks dividend income, growth of dividend income and long-term capital appreciation. Under normal circumstances, the fund will invest at least 80% of its net assets in dividend-paying stocks or other instruments with similar economic characteristics that offer the potential for income growth and capital appreciation over time and that meet its financial and environmental, social and governance (“ESG”) criteria. The fund may also invest in companies that the subadviser believes are making substantial progress toward becoming a leader in ESG policies.

Performance review

For the six months ended September 30, 2022, ClearBridge Dividend Strategy ESG ETF generated a -17.40% return on a NAV basis and -17.48% based on its market price per share.

The performance table shows the Fund’s total return for the six months ended September 30, 2022 based on its NAV and market price as of September 30, 2022. The Fund’s broad-based market index, the S&P 500 Indexv, returned -20.20% over the same time frame. The Lipper Equity Income Funds Category Averagevi returned -15.93% for the period. Please note that Lipper performance returns are based on each fund’s NAV.

 

Performance Snapshot as of September 30, 2022
(unaudited)
     
     6 months  
ClearBridge Dividend Strategy ESG ETF:  

$34.56 (NAV)

    -17.40 %*† 

$34.58 (Market Price)

    -17.48 %*‡ 
S&P 500 Index     -20.20
Lipper Equity Income Funds Category Average     -15.93

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate so shares, when sold, may be worth more or less than their original cost. Performance data current to the most recent month-end is available at www.franklintempleton.com.

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

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

As of the Fund’s current prospectus dated July 29, 2022, the gross total annual fund operating expense ratio for the Fund was 0.59%.

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

† Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

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

Looking for additional information?

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

RISKS: Equity securities are subject to market and price fluctuations. Dividends are not guaranteed, and a company may reduce or eliminate its dividend at any time. The Fund’s environmental, social and governance (“ESG”) investment strategy may limit the types and number of investment opportunities available to the Fund and, as a result, may underperform funds that are not subject to such criteria. The Fund’s ESG investment strategy may result in the Fund investing in securities or industry sectors that underperform the market as a whole, or forgoing opportunities to invest in securities that might otherwise be advantageous to buy. The Fund may also underperform other funds screened for different ESG standards. In addition, the subadviser may be unsuccessful in creating a portfolio composed of companies that exhibit positive ESG characteristics. Small- and mid-cap stocks involve greater risks and volatility than large-cap stocks. The Fund’s investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign securities are subject to certain risks of overseas investing, including currency fluctuations and social, political and economic uncertainties, which could result in significant market fluctuations. Securities or other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

 

VI    ClearBridge ETFs


Performance review (cont’d)

 

ClearBridge Large Cap Growth ESG ETF

ClearBridge Large Cap Growth ESG ETF is an actively managed fund that seeks long-term capital appreciation through investing in large-capitalization companies with the potential for high future earnings growth. Under normal circumstances, the fund seeks to meet its investment objective by investing at least 80% of its net assets in equity securities or other instruments with similar economic characteristics of U.S. companies with large market capitalizations that meet its financial and environmental, social and governance (“ESG”) criteria.

Performance review

For the six months ended September 30, 2022, ClearBridge Large Cap Growth ESG ETF generated a -26.07% return on a NAV basis and -26.17% based on its market price per share.

The performance table shows the Fund’s total return for the six months ended September 30, 2022 based on its NAV and market price as of September 30, 2022. The Fund’s broad-based market index, the Russell 1000 Growth Indexvii, returned -23.77% over the same time frame. The Lipper Large-Cap Growth Funds Category Averageviii returned -25.18% for the period. Please note that Lipper performance returns are based on each fund’s NAV.

 

Performance Snapshot as of September 30, 2022
(unaudited)
     
     6 months  
ClearBridge Large Cap Growth ESG ETF:  

$39.72 (NAV)

    -26.07 %*† 

$39.64 (Market Price)

    -26.17 %*‡ 
Russell 1000 Growth Index     -23.77
Lipper Large-Cap Growth Funds Category Average     -25.18

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value and investment returns will fluctuate so shares, when sold, may be worth more or less than their original cost. Performance data current to the most recent month-end is available at www.franklintempleton.com.

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

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

As of the Fund’s current prospectus dated July 29, 2022, the gross total annual fund operating expense ratio for the Fund was 0.59%.

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

† Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

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

Looking for additional information?

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

RISKS: Equity securities are subject to market and price fluctuations. Large-capitalization companies may fall out of favor with investors based on market and economic conditions. The Fund’s environmental, social and governance (“ESG”) investment strategy may limit the types and number of investment opportunities available to the Fund and, as a result, the Fund may underperform funds that are not subject to such criteria. The Fund’s ESG investment strategy may result in the Fund investing in securities or industry sectors that underperform the market as a whole, or forgoing opportunities to invest in securities that might otherwise be advantageous to buy. The Fund may also underperform other funds screened for different ESG standards. In addition, the subadviser may be unsuccessful in creating a portfolio composed of companies that exhibit positive ESG characteristics.

The Fund’s growth-oriented investment style may increase the risks of investing in the Fund. Growth securities typically are very sensitive to market movements because their market prices tend to reflect future expectations. Growth stocks as a group may be out of favor and underperform

 

ClearBridge ETFs   VII


    

 

the overall equity market while the market concentrates on value stocks. Securities or other assets in the Fund’s portfolio may underperform in comparison to the general financial markets, a particular financial market or other asset classes. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

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

Sincerely,

 

LOGO

Patrick O’Connor

President and Chief Executive Officer — Investment Management President

October 31, 2022

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.

 

i 

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

 

ii 

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

 

iii 

The Russell 3000 Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.)

 

iv 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the six-month period ended September 30, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 457 funds in the Fund’s Lipper category.

 

v 

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

 

vi 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the six-month period ended September 30, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 473 funds in the Fund’s Lipper category.

 

vii 

The Russell 1000 Growth Index measures the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities). The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market. 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

 

viii 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the six-month period ended September 30, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 687 funds in the Fund’s Lipper category.

 

VIII    ClearBridge ETFs


Funds at a glance (unaudited)

 

ClearBridge All Cap Growth ESG ETF 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, 2022 and March 31, 2022. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

ClearBridge ETFs 2022 Semi-Annual Report       1  


Funds at a glance (unaudited) (cont’d)

 

ClearBridge Dividend Strategy ESG ETF 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, 2022 and March 31, 2022. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

2     ClearBridge ETFs 2022 Semi-Annual Report


    

 

ClearBridge Large Cap Growth ESG ETF 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, 2022 and March 31, 2022. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

ClearBridge ETFs 2022 Semi-Annual Report       3  


Funds expenses (unaudited)

 

ClearBridge All Cap Growth ESG ETF

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, such as brokerage commissions paid on purchases and sales of Fund shares; and (2) ongoing costs, including management fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.

This example is based on an investment of $1,000 invested on April 1, 2022 and held for the six months ended September 30, 2022.

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

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

 

Based on actual total return1       Based on hypothetical total return1
Actual
Total
Return2
 

Beginning

Account

Value

 

Ending

Account

Value

 

Annualized

Expense

Ratio

 

Expenses

Paid During
the Period3

      Hypothetical
Annualized
Total Return
  Beginning
Account
Value
 

Ending

Account

Value

 

Annualized

Expense

Ratio

 

Expenses

Paid During
the Period3

    -23.62%       $ 1,000.00     $ 763.80       0.53 %     $ 2.34         5.00 %       $1,000.00       $ 1,022.41       0.53 %     $ 2.69

 

1 

For the six months ended September 30, 2022.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

Expenses (net of fee waivers and/or expense reimbursements) are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 365.

 

4     ClearBridge ETFs 2022 Semi-Annual Report


    

 

ClearBridge Dividend Strategy ESG ETF

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, such as brokerage commissions paid on purchases and sales of Fund shares; and (2) ongoing costs, including management fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.

This example is based on an investment of $1,000 invested on April 1, 2022 and held for the six months ended September 30, 2022.

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

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

 

Based on actual total return1       Based on hypothetical total return1
Actual
Total
Return2
 

Beginning

Account

Value

 

Ending

Account

Value

 

Annualized

Expense

Ratio

 

Expenses

Paid During
the Period3

      Hypothetical
Annualized
Total Return
  Beginning
Account
Value
 

Ending

Account

Value

 

Annualized

Expense

Ratio

 

Expenses

Paid During
the Period3

    -17.40%       $ 1,000.00     $ 826.00       0.59 %     $ 2.70         5.00 %       $1,000.00       $ 1,022.11       0.59 %     $ 2.99

 

1 

For the six months ended September 30, 2022.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

Expenses (net of fee waivers and/or expense reimbursements) are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 365.

 

ClearBridge ETFs 2022 Semi-Annual Report       5  


Funds expenses (unaudited) (cont’d)

 

ClearBridge Large Cap Growth ESG ETF

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, such as brokerage commissions paid on purchases and sales of Fund shares; and (2) ongoing costs, including management fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.

This example is based on an investment of $1,000 invested on April 1, 2022 and held for the six months ended September 30, 2022.

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

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

 

Based on actual total return1       Based on hypothetical total return1
Actual
Total
Return2
 

Beginning

Account

Value

 

Ending

Account

Value

 

Annualized

Expense

Ratio

 

Expenses

Paid During
the Period3

      Hypothetical
Annualized
Total Return
  Beginning
Account
Value
 

Ending

Account

Value

 

Annualized

Expense

Ratio

 

Expenses

Paid During
the Period3

    -26.07%       $ 1,000.00     $ 739.30       0.59 %     $ 2.57         5.00 %       $1,000.00       $ 1,022.11       0.59 %     $ 2.99

 

1 

For the six months ended September 30, 2022.

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3 

Expenses (net of fee waivers and/or expense reimbursements) are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), then divided by 365.

 

6     ClearBridge ETFs 2022 Semi-Annual Report


Schedules of investments (unaudited)

September 30, 2022

 

ClearBridge All Cap Growth ESG ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  
Common Stocks — 94.8%                
Communication Services — 10.9%                

Entertainment — 3.7%

               

Liberty Media Corp.-Liberty Formula One, Class A Shares

    1,280       $ 67,226  

Liberty Media Corp.-Liberty Formula One, Class C Shares

    1,968       115,128  

Netflix Inc.

    11,573       2,724,747  

Sea Ltd., ADR

    10,921       612,122  

Walt Disney Co.

    12,842       1,211,386  

Warner Bros Discovery Inc.

    40,221       462,541  

Total Entertainment

            5,193,150  

Interactive Media & Services — 4.2%

               

Match Group Inc.

    19,542       933,131  

Meta Platforms Inc., Class A Shares

    25,586       3,471,508  

Twitter Inc.

    32,981       1,445,887  

Total Interactive Media & Services

            5,850,526  

Media — 3.0%

               

AMC Networks Inc., Class A Shares

    6,925       140,577  

Comcast Corp., Class A Shares

    106,691       3,129,247  

Liberty Broadband Corp., Class C Shares

    3,385       249,813  

Liberty Media Corp.-Liberty SiriusXM, Class A Shares

    5,467       208,129  

Liberty Media Corp.-Liberty SiriusXM, Class C Shares

    10,938       412,472  

Total Media

            4,140,238  

Total Communication Services

            15,183,914  
Consumer Discretionary — 11.0%                

Auto Components — 0.7%

               

Aptiv PLC

    12,676       991,390  

Hotels, Restaurants & Leisure — 0.4%

               

Airbnb Inc., Class A Shares

    5,180       544,107  

Internet & Direct Marketing Retail — 7.8%

               

Amazon.com Inc.

    89,440       10,106,720  

Etsy Inc.

    7,897       790,727  

Total Internet & Direct Marketing Retail

            10,897,447  

Specialty Retail — 1.2%

               

Advance Auto Parts Inc.

    10,315       1,612,647  

Textiles, Apparel & Luxury Goods — 0.9%

               

NIKE Inc., Class B Shares

    16,009       1,330,668  

Total Consumer Discretionary

            15,376,259  
Consumer Staples — 1.4%                

Beverages — 1.4%

               

Monster Beverage Corp.

    22,424       1,949,991  
Financials — 1.4%                

Capital Markets — 1.4%

               

S&P Global Inc.

    6,612       2,018,974  
Health Care — 23.1%                

Biotechnology — 9.1%

               

AbbVie Inc.

    13,973       1,875,316  

Biogen Inc.

    9,717       2,594,439  

 

See Notes to Financial Statements.

 

ClearBridge ETFs 2022 Semi-Annual Report       7  


Schedules of investments (unaudited) (cont’d)

September 30, 2022

 

ClearBridge All Cap Growth ESG ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Biotechnology — continued

               

ImmunoGen Inc.

    17,698       $ 84,596  

Ionis Pharmaceuticals Inc.

    24,259       1,072,976  

Vertex Pharmaceuticals Inc.

    24,713       7,155,402  

Total Biotechnology

            12,782,729  

Health Care Equipment & Supplies — 2.8%

               

Alcon Inc.

    20,167       1,173,316  

Insulet Corp.

    4,012       920,353  

Intuitive Surgical Inc.

    5,695       1,067,471  

Stryker Corp.

    3,580       725,093  

Total Health Care Equipment & Supplies

            3,886,233  

Health Care Providers & Services — 8.0%

               

Guardant Health Inc.

    17,758       955,913  

UnitedHealth Group Inc.

    20,322       10,263,423  

Total Health Care Providers & Services

            11,219,336  

Health Care Technology — 0.3%

               

Doximity Inc., Class A Shares

    13,470       407,064  

Life Sciences Tools & Services — 2.9%

               

10X Genomics Inc., Class A Shares

    3,797       108,139  

Charles River Laboratories International Inc.

    4,998       983,606  

Thermo Fisher Scientific Inc.

    5,849       2,966,554  

Total Life Sciences Tools & Services

            4,058,299  

Total Health Care

            32,353,661  
Industrials — 7.6%                

Air Freight & Logistics — 1.6%

               

United Parcel Service Inc., Class B Shares

    14,296       2,309,376  

Building Products — 1.2%

               

Johnson Controls International PLC

    34,610       1,703,504  

Electrical Equipment — 1.4%

               

Eaton Corp. PLC

    14,393       1,919,450  

Road & Rail — 1.3%

               

Lyft Inc., Class A Shares

    28,500       375,345  

Uber Technologies Inc.

    53,836       1,426,654  

Total Road & Rail

            1,801,999  

Trading Companies & Distributors — 2.1%

               

W.W. Grainger Inc.

    5,964       2,917,529  

Total Industrials

            10,651,858  
Information Technology — 37.2%                

Electronic Equipment, Instruments & Components — 2.0%

               

TE Connectivity Ltd.

    24,740       2,730,306  

IT Services — 4.3%

               

PayPal Holdings Inc.

    21,069       1,813,409  

Visa Inc., Class A Shares

    23,855       4,237,841  

Total IT Services

            6,051,250  

Semiconductors & Semiconductor Equipment — 7.4%

               

ASML Holding NV, Registered Shares

    2,815       1,169,210  

Broadcom Inc.

    7,652       3,397,564  

 

See Notes to Financial Statements.

 

8     ClearBridge ETFs 2022 Semi-Annual Report


 

    

 

ClearBridge All Cap Growth ESG ETF

(Percentages shown based on Fund net assets)

 

Security          Shares     Value  

Semiconductors & Semiconductor Equipment — continued

                       

Intel Corp.

            35,980     $ 927,205  

NVIDIA Corp.

            21,321       2,588,156  

Wolfspeed Inc.

            21,632       2,235,884  

Total Semiconductors & Semiconductor Equipment

                    10,318,019  

Software — 19.5%

                       

Adobe Inc.

            5,807       1,598,086  

Atlassian Corp. PLC, Class A Shares

            8,046       1,694,407  

Autodesk Inc.

            14,100       2,633,880  

CrowdStrike Holdings Inc., Class A Shares

            15,176       2,501,157  

DocuSign Inc.

            14,794       791,035  

Dolby Laboratories Inc., Class A Shares

            16,660       1,085,399  

HubSpot Inc.

            5,598       1,512,132  

Microsoft Corp.

            28,951       6,742,688  

Palo Alto Networks Inc.

            21,843       3,577,665  

Salesforce Inc.

            17,662       2,540,502  

Splunk Inc.

            18,405       1,384,056  

Unity Software Inc.

            7,535       240,065  

Workday Inc., Class A Shares

            6,346       965,988  

Total Software

                    27,267,060  

Technology Hardware, Storage & Peripherals — 4.0%

                       

Apple Inc.

            23,632       3,265,942  

Seagate Technology Holdings PLC

            26,050       1,386,642  

Western Digital Corp.

            29,425       957,784  * 

Total Technology Hardware, Storage & Peripherals

                    5,610,368  

Total Information Technology

                    51,977,003  
Materials — 1.0%                        

Chemicals — 1.0%

                       

Sherwin-Williams Co.

            6,625       1,356,469  
Real Estate — 1.2%                        

Equity Real Estate Investment Trusts (REITs) — 1.2%

                       

Equinix Inc.

            3,064       1,742,926  

Total Investments before Short-Term Investments (Cost — $141,157,522)

                    132,611,055  
     Rate                
Short-Term Investments — 5.2%                        

JPMorgan 100% U.S. Treasury Securities Money Market Fund, Institutional Class (Cost — $7,283,404)

    2.482     7,283,404       7,283,404  

Total Investments — 100.0% (Cost — $148,440,926)

                    139,894,459  

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

                    (13,194

Total Net Assets — 100.0%

                  $ 139,881,265  

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

Abbreviation(s) used in this schedule:

ADR   — American Depositary Receipts

 

See Notes to Financial Statements.

 

ClearBridge ETFs 2022 Semi-Annual Report       9  


Schedules of investments (unaudited) (cont’d)

September 30, 2022

 

Clearbridge Dividend Strategy ESG ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  
Common Stocks — 98.4%                
Communication Services — 5.6%                

Diversified Telecommunication Services — 1.5%

               

Verizon Communications Inc.

    7,679       $291,572  

Entertainment — 1.9%

               

Walt Disney Co.

    3,881       366,095  

Media — 2.2%

               

Comcast Corp., Class A Shares

    13,959       409,417  

Total Communication Services

            1,067,084  
Consumer Discretionary — 4.3%                

Automobiles — 0.6%

               

General Motors Co.

    3,345       107,341  

Hotels, Restaurants & Leisure — 1.5%

               

Starbucks Corp.

    3,308       278,732  

Specialty Retail — 2.2%

               

Home Depot Inc.

    1,540       424,948  

Total Consumer Discretionary

            811,021  
Consumer Staples — 10.1%                

Beverages — 2.2%

               

Coca-Cola Co.

    7,622       426,985  

Food Products — 4.3%

               

Mondelez International Inc., Class A Shares

    7,440       407,935  

Nestle SA, ADR

    3,727       401,063  

Total Food Products

            808,998  

Household Products — 3.6%

               

Colgate-Palmolive Co.

    3,232       227,048  

Procter & Gamble Co.

    3,605       455,131  

Total Household Products

            682,179  

Total Consumer Staples

            1,918,162  
Energy — 7.5%                

Oil, Gas & Consumable Fuels — 7.5%

               

Chesapeake Energy Corp.

    5,262       495,733  

TC Energy Corp.

    8,800       354,552  

Williams Cos. Inc.

    20,364       583,021  

Total Energy

            1,433,306  
Financials — 14.9%                

Banks — 5.9%

               

Bank of America Corp.

    17,339       523,638  

JPMorgan Chase & Co.

    1,406       146,927  

PNC Financial Services Group Inc.

    1,582       236,382  

US Bancorp

    5,477       220,833  

Total Banks

            1,127,780  

Capital Markets — 1.3%

               

BlackRock Inc.

    452       248,726  

Diversified Financial Services — 2.5%

               

Apollo Global Management Inc.

    10,184       473,556  

 

See Notes to Financial Statements.

 

10     ClearBridge ETFs 2022 Semi-Annual Report


 

    

 

Clearbridge Dividend Strategy ESG ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Insurance — 5.2%

               

American International Group Inc.

    5,805       $ 275,622  

MetLife Inc.

    5,321       323,410  

Travelers Cos. Inc.

    2,564       392,805  

Total Insurance

            991,837  

Total Financials

            2,841,899  
Health Care — 12.2%                

Health Care Equipment & Supplies — 2.2%

               

Becton Dickinson and Co.

    1,912       426,051  

Health Care Providers & Services — 3.0%

               

UnitedHealth Group Inc.

    1,119       565,140  

Pharmaceuticals — 7.0%

               

Johnson & Johnson

    2,982       487,140  

Merck & Co. Inc.

    5,386       463,842  

Pfizer Inc.

    8,604       376,511  

Total Pharmaceuticals

            1,327,493  

Total Health Care

            2,318,684  
Industrials — 9.2%                

Air Freight & Logistics — 2.3%

               

United Parcel Service Inc., Class B Shares

    2,748       443,912  

Commercial Services & Supplies — 2.1%

               

Waste Management Inc.

    2,429       389,150  

Electrical Equipment — 1.1%

               

Emerson Electric Co.

    2,803       205,235  

Industrial Conglomerates — 1.7%

               

Honeywell International Inc.

    1,935       323,087  

Road & Rail — 2.0%

               

Union Pacific Corp.

    1,957       381,263  

Total Industrials

            1,742,647  
Information Technology — 20.6%                

Communications Equipment — 1.4%

               

Cisco Systems Inc.

    6,568       262,720  

IT Services — 4.4%

               

Mastercard Inc., Class A Shares

    1,332       378,741  

Visa Inc., Class A Shares

    2,583       458,870  

Total IT Services

            837,611  

Semiconductors & Semiconductor Equipment — 3.0%

               

Broadcom Inc.

    557       247,314  

Intel Corp.

    7,063       182,013  

Texas Instruments Inc.

    947       146,577  

Total Semiconductors & Semiconductor Equipment

            575,904  

Software — 7.4%

               

Microsoft Corp.

    3,925       914,132  

Oracle Corp.

    4,572       279,212  

SAP SE, ADR

    2,607       211,819  

Total Software

            1,405,163  

 

See Notes to Financial Statements.

 

ClearBridge ETFs 2022 Semi-Annual Report       11  


Schedules of investments (unaudited) (cont’d)

September 30, 2022

 

Clearbridge Dividend Strategy ESG ETF

(Percentages shown based on Fund net assets)

 

Security          Shares     Value  

Technology Hardware, Storage & Peripherals — 4.4%

                       

Apple Inc.

            6,081     $ 840,394  

Total Information Technology

                    3,921,792  
Materials — 8.0%                        

Chemicals — 4.8%

                       

Linde PLC

            1,891       509,794  

PPG Industries Inc.

            3,681       407,450  

Total Chemicals

                    917,244  

Construction Materials — 2.3%

                       

Vulcan Materials Co.

            2,694       424,871  

Metals & Mining — 0.9%

                       

Nucor Corp.

            1,640       175,464  

Total Materials

                    1,517,579  
Real Estate — 2.3%                        

Equity Real Estate Investment Trusts (REITs) — 2.3%

                       

American Tower Corp.

            1,473       316,253  

Boston Properties Inc.

            1,528       114,554  

Total Real Estate

                    430,807  
Utilities — 3.7%                        

Electric Utilities — 1.5%

                       

Edison International

            4,880       276,110  

Multi-Utilities — 2.2%

                       

Sempra Energy

            2,801       419,982  

Total Utilities

                    696,092  

Total Investments before Short-Term Investments (Cost — $22,039,921)

                    18,699,073  
     Rate                
Short-Term Investments — 1.5%                        

JPMorgan 100% U.S. Treasury Securities Money Market Fund, Institutional Class (Cost — $293,193)

    2.482     293,193       293,193  

Total Investments — 99.9% (Cost — $22,333,114)

                    18,992,266  

Other Assets in Excess of Liabilities — 0.1%

                    18,273  

Total Net Assets — 100.0%

                  $ 19,010,539  

 

*

Non-income producing security.

 

Abbreviation(s) used in this schedule:

ADR   — American Depositary Receipts

 

See Notes to Financial Statements.

 

12     ClearBridge ETFs 2022 Semi-Annual Report


 

    

 

Clearbridge Large Cap Growth ESG ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  
Common Stocks — 95.5%                
Communication Services — 7.4%                

Entertainment — 4.3%

               

Netflix Inc.

    15,485       $3,645,788  

Sea Ltd., ADR

    22,355       1,252,998  

Walt Disney Co.

    20,444       1,928,483  

Total Entertainment

            6,827,269  

Interactive Media & Services — 3.1%

               

Meta Platforms Inc., Class A Shares

    36,594       4,965,074  

Total Communication Services

            11,792,343  
Consumer Discretionary — 14.6%                

Auto Components — 1.1%

               

Aptiv PLC

    21,700       1,697,157  

Internet & Direct Marketing Retail — 8.8%

               

Amazon.com Inc.

    123,929       14,003,977  

Specialty Retail — 3.1%

               

Advance Auto Parts Inc.

    15,926       2,489,871  

Tractor Supply Co.

    13,357       2,482,799  

Total Specialty Retail

            4,972,670  

Textiles, Apparel & Luxury Goods — 1.6%

               

NIKE Inc., Class B Shares

    31,392       2,609,303  

Total Consumer Discretionary

            23,283,107  
Consumer Staples — 2.6%                

Beverages — 2.6%

               

Monster Beverage Corp.

    46,678       4,059,119  
Financials — 2.6%                

Capital Markets — 2.6%

               

S&P Global Inc.

    13,726       4,191,234  
Health Care — 17.9%                

Health Care Equipment & Supplies — 6.6%

               

Alcon Inc.

    50,262       2,924,243  

Dexcom Inc.

    30,268       2,437,785  

Intuitive Surgical Inc.

    12,038       2,256,403  

Stryker Corp.

    13,671       2,768,924  

Total Health Care Equipment & Supplies

            10,387,355  

Health Care Providers & Services — 7.8%

               

CVS Health Corp.

    40,602       3,872,213  

UnitedHealth Group Inc.

    16,946       8,558,408  

Total Health Care Providers & Services

            12,430,621  

Life Sciences Tools & Services — 3.5%

               

Thermo Fisher Scientific Inc.

    10,950       5,553,730  

Total Health Care

            28,371,706  
Industrials — 10.6%                

Air Freight & Logistics — 2.4%

               

United Parcel Service Inc., Class B Shares

    23,136       3,737,390  

Electrical Equipment — 2.2%

               

Eaton Corp. PLC

    26,537       3,538,974  

 

See Notes to Financial Statements.

 

ClearBridge ETFs 2022 Semi-Annual Report       13  


Schedules of investments (unaudited) (cont’d)

September 30, 2022

 

Clearbridge Large Cap Growth ESG ETF

(Percentages shown based on Fund net assets)

 

Security   Shares     Value  

Industrial Conglomerates — 2.1%

               

Honeywell International Inc.

    20,461       $3,416,373  

Road & Rail — 1.5%

               

Uber Technologies Inc.

    87,223       2,311,410  

Trading Companies & Distributors — 2.4%

               

W.W. Grainger Inc.

    7,875       3,852,371  

Total Industrials

            16,856,518  
Information Technology — 35.9%                

IT Services — 7.1%

               

PayPal Holdings Inc.

    38,663       3,327,724  

Visa Inc., Class A Shares

    44,304       7,870,606  

Total IT Services

            11,198,330  

Semiconductors & Semiconductor Equipment — 4.5%

               

ASML Holding NV, Registered Shares

    4,390       1,823,387  

Intel Corp.

    42,357       1,091,540  

NVIDIA Corp.

    34,842       4,229,470  

Total Semiconductors & Semiconductor Equipment

            7,144,397  

Software — 19.5%

               

Adobe Inc.

    7,054       1,941,261  

Atlassian Corp. PLC, Class A Shares

    13,048       2,747,778  

Microsoft Corp.

    54,042       12,586,382  

Palo Alto Networks Inc.

    32,934       5,394,260  

Salesforce Inc.

    27,024       3,887,132  

Splunk Inc.

    25,243       1,898,274  

Unity Software Inc.

    12,278       391,177  

Workday Inc., Class A Shares

    14,089       2,144,627  

Total Software

            30,990,891  

Technology Hardware, Storage & Peripherals — 4.8%

               

Apple Inc.

    55,370       7,652,134  

Total Information Technology

            56,985,752  
Materials — 1.0%                

Chemicals — 1.0%

               

Sherwin-Williams Co.

    7,982       1,634,314  
Real Estate — 1.6%                

Equity Real Estate Investment Trusts (REITs) — 1.6%

               

Equinix Inc.

    4,424       2,516,548  
Utilities — 1.3%                

Electric Utilities — 1.3%

               

NextEra Energy Inc.

    25,631       2,009,727  

Total Investments before Short-Term Investments (Cost — $195,967,398)

            151,700,368  

 

See Notes to Financial Statements.

 

14     ClearBridge ETFs 2022 Semi-Annual Report


 

    

 

Clearbridge Large Cap Growth ESG ETF

(Percentages shown based on Fund net assets)

 

Security   Rate     Shares     Value  
Short-Term Investments — 4.5%                        

JPMorgan 100% U.S. Treasury Securities Money Market Fund, Institutional Class (Cost — $7,232,964)

    2.482     7,232,964     $ 7,232,964  

Total Investments — 100.0% (Cost — $203,200,362)

                    158,933,332  

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

                    (47,621

Total Net Assets — 100.0%

                  $ 158,885,711  

 

††

Represents less than 0.1%.

*

Non-income producing security.

 

Abbreviation(s) used in this schedule:

ADR   — American Depositary Receipts

 

See Notes to Financial Statements.

 

ClearBridge ETFs 2022 Semi-Annual Report       15  


Statements of assets and liabilities (unaudited)

September 30, 2022

 

    

ClearBridge

All Cap Growth ESG ETF

   

ClearBridge

Dividend Strategy ESG ETF

   

ClearBridge

Large Cap Growth ESG ETF

 
Assets:                        

Investments, at value (Cost — $148,440,926, $22,333,114 and $203,200,362, respectively)

  $ 139,894,459     $ 18,992,266     $ 158,933,332  

Dividends and interest receivable

    53,281       27,997       36,076  

Total Assets

    139,947,740       19,020,263       158,969,408  
Liabilities:                        

Investment management fee payable

    66,475       9,724       83,697  

Total Liabilities

    66,475       9,724       83,697  
Total Net Assets   $ 139,881,265     $ 19,010,539     $ 158,885,711  
Net Assets:                        

Par value (Note 5)

  $ 41       $ 6     $ 40  

Paid-in capital in excess of par value

    134,731,888       22,706,832       199,878,921  

Total distributable earnings (loss)

    5,149,336       (3,696,299)       (40,993,250)  
Total Net Assets   $ 139,881,265     $ 19,010,539     $ 158,885,711  
Shares Outstanding     4,050,000       550,000       4,000,000  
Net Asset Value   $ 34.54     $ 34.56     $ 39.72  

 

See Notes to Financial Statements.

 

16     ClearBridge ETFs 2022 Semi-Annual Report


Statements of operations (unaudited)

For the Six Months Ended September 30, 2022

 

    

ClearBridge

All Cap Growth ESG ETF

   

ClearBridge

Dividend Strategy ESG ETF

   

ClearBridge

Large Cap Growth ESG ETF

 
Investment Income:                        

Dividends

  $ 642,650     $ 258,852     $ 676,762  

Interest

    33,405       2,005       26,129  

Less: Foreign taxes withheld

    (6,359)       (4,153)       (4,742)  

Total Investment Income

    669,696       256,704       698,149  
Expenses:                        

Investment management fee (Note 2)

    440,189       58,660       534,427  

Total Expenses

    440,189       58,660       534,427  
Net Investment Income     229,507       198,044       163,722  
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1 and 3):

 

Net Realized Gain From:

                       

Investment transactions

    4,666,930       (113,105)       1,282,298  

Foreign currency transactions

          (113)        

Net Realized Gain (Loss) From Investment Transactions

    4,666,930       (113,218)       1,282,298  

Change in Net Unrealized Appreciation (Depreciation) From:

                       

Investments

    (49,986,710)       (3,954,054)       (57,018,393)  

Foreign currencies

          (46)        

Change in Net Unrealized Appreciation (Depreciation) From Investments

    (49,986,710)       (3,954,100)       (57,018,393)  
Net Loss on Investments and Foreign Currency Transactions     (45,319,780)       (4,067,318)       (55,736,095)  
Decrease in Net Assets From Operations   $
 
 
(45,090,273)
 
 
  $
 
 
(3,869,274)
 
 
  $
 
 
(55,572,373)
 
 

 

See Notes to Financial Statements.

 

ClearBridge ETFs 2022 Semi-Annual Report       17  


Statements of changes in net assets

ClearBridge All Cap Growth ESG ETF

 

For the Six Months Ended September 30, 2022 (unaudited), the Period Ended March  31, 2022

and the Year Ended September 30, 2021

   2022      2022      2021  
Operations:                           

Net investment income

   $ 229,507      $ 129,059      $ 632,880  

Net realized gain

     4,666,930        14,880,764        16,902,181  

Change in net unrealized appreciation (depreciation)

     (49,986,710)        (22,545,394)        25,366,016  

Increase (Decrease) in Net Assets From Operations

     (45,090,273)        (7,535,571)        42,901,077  
Distributions to Shareholders From (Note 1):                           

Total distributable earnings

            (6,430,701)        (960,002)  

Decrease in Net Assets From Distributions to Shareholders

            (6,430,701)        (960,002)  
Fund Share Transactions (Note 5):                           

Net proceeds from sale of shares (150,000, 50,000 and 500,000 shares issued, respectively)

     6,814,638        2,255,610        23,691,687  

Cost of shares repurchased (400,000, 250,000 and 600,000 shares repurchased, respectively)

     (16,302,597)        (12,426,427)        (28,611,753)  

Decrease in Net Assets From Fund Share Transactions

     (9,487,959)        (10,170,817)        (4,920,066)  

Increase (Decrease) in Net Assets

     (54,578,232)        (24,137,089)        37,021,009  
Net Assets:                           

Beginning of period

     194,459,497        218,596,586        181,575,577  

End of period

   $ 139,881,265      $ 194,459,497      $ 218,596,586  

 

For the period October 1, 2021 through March 31, 2022.

 

See Notes to Financial Statements.

 

18     ClearBridge ETFs 2022 Semi-Annual Report


    

ClearBridge Dividend Strategy ESG ETF

 

For the Six Months Ended September 30, 2022 (unaudited), the Period Ended March  31, 2022

and the Year Ended November 30, 2021

   2022      2022      2021  
Operations:                           

Net investment income

   $ 198,044      $ 113,417      $ 196,273  

Net realized gain (loss)

     (113,218)        963,694        3,787,475  

Change in net unrealized appreciation (depreciation)

     (3,954,100)        (446,335)        (1,169,435)  

Increase (Decrease) in Net Assets From Operations

     (3,869,274)        630,776        2,814,313  
Distributions to Shareholders From (Note 1):                           

Total distributable earnings

     (198,500)        (137,200)        (201,900)  

Decrease in Net Assets From Distributions to Shareholders

     (198,500)        (137,200)        (201,900)  
Fund Share Transactions (Note 5):                           

Net proceeds from sale of shares (50,000, 150,000 and 450,000 shares issued, respectively)

     1,945,665        6,429,069        17,711,085  

Cost of shares repurchased (0, 150,000 and 300,000 shares repurchased, respectively)

            (6,294,295)        (12,060,325)  

Increase in Net Assets From Fund Share Transactions

     1,945,665        134,774        5,650,760  

Increase (Decrease) in Net Assets

     (2,122,109)        628,350        8,263,173  
Net Assets:                           

Beginning of period

     21,132,648        20,504,298        12,241,125  

End of period

   $ 19,010,539      $ 21,132,648      $ 20,504,298  

 

For the period December 1, 2021 through March 31, 2022.

 

See Notes to Financial Statements.

 

ClearBridge ETFs 2022 Semi-Annual Report       19  


Statements of changes in net assets (cont’d)

ClearBridge Large Cap Growth ESG ETF

 

For the Six Months Ended September 30, 2022 (unaudited), the Period Ended March 31, 2022
and the Year Ended November 30, 2021
   2022      2022      2021  
Operations:                           

Net investment income

   $ 163,722      $ 16,072      $ 113,280  

Net realized gain

     1,282,298        20,094,581        5,530,533  

Change in net unrealized appreciation (depreciation)

     (57,018,393)        (46,199,379)        28,210,940  

Increase (Decrease) in Net Assets From Operations

     (55,572,373)        (26,088,726)        33,854,753  
Distributions to Shareholders From (Note 1):                           

Total distributable earnings

     (6,622)        (2,518,597)        (490,001)  

Decrease in Net Assets From Distributions to Shareholders

     (6,622)        (2,518,597)        (490,001)  
Fund Share Transactions (Note 5):                           

Net proceeds from sale of shares (400,000, 2,300,000 and 550,000 shares issued, respectively)

     17,586,019        128,530,187        28,894,189  

Cost of shares repurchased (550,000, 1,150,000 and 100,000 shares repurchased, respectively)

     (26,094,420)        (58,595,045)        (5,158,502)  

Increase (Decrease) in Net Assets From Fund Share Transactions

     (8,508,401)        69,935,142        23,735,687  

Increase (Decrease) in Net Assets

     (64,087,396)        41,327,819        57,100,439  
Net Assets:                           

Beginning of period

     222,973,107        181,645,288        124,544,849  

End of period

   $ 158,885,711      $ 222,973,107      $ 181,645,288  

 

For the period December 1, 2021 through March 31, 2022.

 

See Notes to Financial Statements.

 

20     ClearBridge ETFs 2022 Semi-Annual Report


Financial highlights

Clearbridge All Cap Growth ESG ETF

 

For a share of beneficial interest outstanding throughout each year ended March 31,
unless otherwise noted:
       
     20221,2     20221,3     20211,4     20201,4     20191,4     20181,4     20171,5  
Net asset value, beginning of period     $45.22       $48.58       $39.47       $31.66       $31.39       $26.16       $24.84  
Income (loss) from operations:              

Net investment income

    0.05       0.03       0.14       0.21       0.24       0.17       0.06  

Net realized and unrealized gain (loss)

    (10.73)       (1.91)       9.18       7.86       0.21       5.13       1.26  

Total income (loss) from operations

    (10.68)       (1.88)       9.32       8.07       0.45       5.30       1.32  
Less distributions from:              

Net investment income

          (0.10)       (0.21)       (0.22)       (0.18)       (0.07)        

Net realized gains

          (1.38)             (0.04)                    

Total distributions

          (1.48)       (0.21)       (0.26)       (0.18)       (0.07)        
Net asset value, end of period     $34.54       $45.22       $48.58       $39.47       $31.66       $31.39       $26.16  

Total return, based on NAV6

    (23.62)     (4.22)     23.67     25.60     1.55     20.28     5.31
Net assets, end of period (000s)     $139,881       $194,459       $218,597       $181,576       $128,221       $64,356       $36,627  
Ratios to average net assets:              

Gross expenses

    0.53 %7       0.53 %7       0.53     0.53     0.53     0.53     0.53 %7  

Net expenses

    0.53 7       0.53 7       0.53       0.53       0.53       0.53       0.53 7  

Net investment income

    0.28 7       0.12 7       0.30       0.60       0.80       0.59       0.62 7  
Portfolio turnover rate8     5     12     15     17     16     15     2

 

1 

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

 

2 

For the six months ended September 30, 2022 (unaudited).

 

3 

For the period October 1, 2021 through March 31, 2022.

 

4 

For the year ended September 30.

 

5 

For the period May 3, 2017 (inception date) to September 30, 2017.

 

6 

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.

 

7 

Annualized.

 

8 

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 2022 Semi-Annual Report       21  


Financial highlights (cont’d)

Clearbridge Dividend Strategy ESG ETF

 

For a share of beneficial interest outstanding throughout each year ended March 31,
unless otherwise noted:
       
     20221,2     20221,3     20211,4     20201,4     20191,4     20181,4     20171,5  
Net asset value, beginning of period     $42.27       $41.01       $34.97       $32.20       $28.46       $27.39       $25.12  
Income (loss) from operations:              

Net investment income

    0.39       0.24       0.44       0.56       0.55       0.46       0.24  

Net realized and unrealized gain (loss)

    (7.72)       1.30       6.06       2.71       3.92       1.10       2.18  

Total income (loss) from operations

    (7.33)       1.54       6.50       3.27       4.47       1.56       2.42  
Less distributions from:              

Net investment income

    (0.38)       (0.28)       (0.46)       (0.50)       (0.58)       (0.48)       (0.15)  

Net realized gains

                            (0.15)       (0.01)        

Total distributions

    (0.38)       (0.28)       (0.46)       (0.50)       (0.73)       (0.49)       (0.15)  
Net asset value, end of period     $34.56       $42.27       $41.01       $34.97       $32.20       $28.46       $27.39  

Total return, based on NAV6

    (17.40)     3.75     18.69     10.43     16.09     5.75     9.68
Net assets, end of period (000s)     $19,011       $21,133       $20,504       $12,241       $6,439       $4,269       $2,739  
Ratios to average net assets:              

Gross expenses

    0.59 %7       0.59 %7       0.59     0.59     0.59     0.59     0.59 %7 

Net expenses

    0.59 7       0.59 7       0.59       0.59       0.59       0.59       0.59 7  

Net investment income

    1.99 7       1.75 7       1.12       1.80       1.84       1.65       1.78 7  
Portfolio turnover rate8     5     6     9     10     12     10     5

 

1 

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

 

2 

For the six months ended September 30, 2022 (unaudited).

3 

For the period December 1, 2021 through March 31, 2022.

 

4 

For the year ended November 30.

 

5 

For the period May 22, 2017 (inception date) to November 30, 2017.

 

6 

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.

 

7 

Annualized.

 

8 

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.

 

22     ClearBridge ETFs 2022 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:
       
     20221,2     20221,3     20211,4     20201,4     20191,4     20181,4     20171,5  
Net asset value, beginning of period     $53.73       $60.55       $48.84       $37.32       $32.09       $28.80       $25.18  
Income (loss) from operations:              

Net investment income

    0.04       0.00 6       0.04       0.13       0.18       0.16       0.08  

Net realized and unrealized gain (loss)

    (14.05)       (6.09)       11.85       11.53       5.66       3.24       3.54  

Total income (loss) from operations

    (14.01)       (6.09)       11.89       11.66       5.84       3.40       3.62  
Less distributions from:              

Net investment income

    (0.00) 6       (0.01)       (0.18)       (0.14)       (0.16)       (0.11)        

Net realized gains

    (0.00) 6       (0.72)                   (0.45)              

Total distributions

    (0.00) 6       (0.73)       (0.18)       (0.14)       (0.61)       (0.11)        
Net asset value, end of period     $39.72       $53.73       $60.55       $48.84       $37.32       $32.09       $28.80  

Total return, based on NAV7

    (26.07)     (10.21)     24.44     31.35     18.80     11.84     14.38
Net assets, end of period (000s)     $158,886       $222,973       $181,645       $124,545       $192,196       $6,419       $2,880  
Ratios to average net assets:              

Gross expenses

    0.59 %8       0.59 %8       0.59     0.59     0.59     0.59     0.59 %8 

Net expenses

    0.59 8       0.59 8       0.59       0.59       0.59       0.59       0.59 8  

Net investment income

    0.18 8       0.02 8       0.07       0.34       0.53       0.52       0.54 8  
Portfolio turnover rate9     6     9     18     21     21     20     7

 

1 

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

 

2 

For the six months ended September 30, 2022 (unaudited).

 

3 

For the period December 1, 2021 through March 31, 2022.

 

4 

For the year ended November 30.

 

5 

For the period May 22, 2017 (inception date) to November 30, 2017.

 

6 

Amount represents less than $0.005 per share.

 

7 

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.

 

8 

Annualized.

 

9 

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 2022 Semi-Annual Report       23  


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

ClearBridge All Cap Growth ESG ETF (“All Cap Growth ESG ETF”), 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 following are significant accounting policies consistently followed by the Funds 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 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

 

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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 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:

All Cap Growth ESG ETF

 

ASSETS  
Description  

Quoted Prices

(Level 1)

   

Other Significant

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

    Total  
Common Stocks†   $ 132,611,055                 $ 132,611,055  
Short-Term Investments†     7,283,404                   7,283,404  
Total Investments   $ 139,894,459                 $ 139,894,459  

 

See Schedule of Investments for additional detailed categorizations.

Dividend Strategy ESG ETF

 

ASSETS  
Description  

Quoted Prices

(Level 1)

   

Other Significant

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

    Total  
Common Stocks†   $ 18,699,073                 $ 18,699,073  
Short-Term Investments†     293,193                   293,193  
Total Investments   $ 18,992,266                 $ 18,992,266  

 

See Schedule of Investments for additional detailed categorizations.

 

ClearBridge ETFs 2022 Semi-Annual Report       25  


Notes to financial statements (unaudited) (cont’d)

 

Large Cap Growth ESG ETF

 

ASSETS  
Description  

Quoted Prices

(Level 1)

   

Other Significant

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

    Total  
Common Stocks†   $ 151,700,368                 $ 151,700,368  
Short-Term Investments†     7,232,964                   7,232,964  
Total Investments   $ 158,933,332                 $ 158,933,332  

 

See Schedule of Investments for additional detailed categorizations.

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

The 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), 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 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. All Cap Growth ESG ETF and 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.

 

26     ClearBridge ETFs 2022 Semi-Annual Report


    

 

(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, 2022, 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.

(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

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) 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. LMPFA, ClearBridge and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

LMPFA provides administrative and certain oversight services to the Funds. LMPFA 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 LMPFA under the investment management agreement.

Under the investment management agreement and subject to the general supervision of the Funds’ Board of Trustees, LMPFA 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 as follows:

 

        Annualized Fee Rate
ClearBridge All Cap Growth ESG ETF      0.53%
ClearBridge Dividend Strategy ESG ETF      0.59%
ClearBridge Large Cap Growth ESG ETF      0.59%

As compensation for its subadvisory services, LMPFA 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 LMPFA, net of (i) all fees and expenses incurred by LMPFA under the investment management agreement (including without limitation any subadvisory fee paid to another subadviser to the Fund) and (ii) expense waivers, if any, and reimbursements. LMPFA 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.

 

ClearBridge ETFs 2022 Semi-Annual Report       27  


Notes to financial statements (unaudited) (cont’d)

 

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

3. Investments

During the six months ended September 30, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding in-kind transactions and short-term investments) were as follows:

 

        Purchases        Sales  
All Cap Growth ESG ETF      $ 8,660,672        $ 11,442,798  
Dividend Strategy ESG ETF        1,051,789          1,006,869  
Large Cap Growth ESG ETF        11,447,026          16,482,749  

During the six months ended September 30, 2022, in-kind transactions (Note 5) were as follows:

 

      Contributions      Redemptions      Realized gain (loss)*  
All Cap Growth ESG ETF    $ 6,651,414      $ 15,745,732      $ 4,892,200  
Dividend Strategy ESG ETF      1,916,546                
Large Cap Growth ESG ETF      17,214,944        25,593,523        6,658,535  

 

*

Net realized gains on redemptions in-kind are not taxable to the remaining shareholders of the Fund.

The in-kind contributions and in-kind redemptions shown in this table may not agree with the 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, 2022, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

      All Cap Growth ESG ETF  
      Cost     

Gross

Unrealized

Appreciation

    

Gross

Unrealized

Depreciation

    

Net

Unrealized

Depreciation

 
Securities    $ 148,440,926      $ 22,662,640      $ (31,209,107)      $ (8,546,467)  

 

      Dividend Strategy ESG ETF  
      Cost     

Gross

Unrealized

Appreciation

    

Gross

Unrealized

Depreciation

    

Net

Unrealized

Depreciation

 
Securities    $ 22,346,508      $ 313,180      $ (3,667,422)      $ (3,354,242)  

 

      Large Cap Growth ESG ETF  
      Cost     

Gross

Unrealized

Appreciation

    

Gross

Unrealized

Depreciation

    

Net

Unrealized

Depreciation

 
Securities    $ 203,200,362      $ 3,911,294      $ (48,178,324)      $ (44,267,030)  

4. Derivative instruments and hedging activities

During the six months ended September 30, 2022, the Funds did not invest in derivative instruments.

5. Fund share transactions

At September 30, 2022, 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. Creations and redemptions for cash (when cash creations and redemptions are available or specified) may be subject to an additional variable fee.

 

28     ClearBridge ETFs 2022 Semi-Annual Report


    

 

6. Deferred capital losses

As of March 31, 2022, ClearBridge Dividend Strategy ESG ETF had deferred capital losses of $238,774, which have no expiration date, that will be available to offset future taxable capital gains.

7. Geopolitical risk

On February 24, 2022, Russia engaged in military actions in the sovereign territory of Ukraine. The current political and financial uncertainty surrounding Russia and Ukraine may increase market volatility and the economic risk of investing in securities in these countries and may also cause uncertainty for the global economy and broader financial markets. The ultimate fallout and long-term impact from these events are not known. The Funds will continue to assess the impact on valuations and liquidity and will take any potential actions needed in accordance with procedures approved by the Board of Trustees.

8. Recent accounting pronouncements

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in the ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not be considered in measuring fair value. The ASU is effective for interim and annual reporting periods beginning after December 15, 2023, with the option of early adoption. Management is currently evaluating the impact, if any, of applying this ASU.

*  *  *

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

9. Other matter

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

 

ClearBridge ETFs 2022 Semi-Annual Report       29  


Board approval of management and subadvisory agreements (unaudited)

 

Legg Mason ETF Investment Trust

ClearBridge All Cap Growth ESG ETF

ClearBridge Dividend Strategy ESG ETF

ClearBridge Large Cap Growth ESG ETF

(each a Fund)

At a meeting held on May 25, 2022 (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 Legg Mason Partners Fund Advisor, LLC (LMPFA) and the Trust, on behalf of each Fund; (ii) the investment sub-advisory agreement between LMPFA and ClearBridge Investments, LLC (ClearBridge), an affiliate of LMPFA, on behalf of each Fund; and (iii) the investment sub-advisory agreement between LMPFA and Western Asset Management Company, LLC (Western Asset LLC), an affiliate of LMPFA, 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. LMPFA, 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 conferred amongst themselves and Independent Trustee counsel about contract renewal matters and, subsequently, requested additional information from management that the Independent Trustees reviewed and considered 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 that the terms of each Management Agreement are fair and reasonable and that the continuance of such 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; 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; 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 Legg Mason family of funds into the Franklin Templeton (FT) family of funds, and developing strategies to address areas of heightened concern in the registered fund industry, including various regulatory initiatives and recent 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

 

30     ClearBridge ETFs


        

 

commitment to the registered fund business as evidenced by its continued introduction of new funds, reassessment of the fund offerings in response to the market environment and 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 being a global leader in stewardship and sustainability and the recent addition of a senior executive focused on environmental, social and governance and climate control initiatives.

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.

Fund Performance

The Board reviewed and considered the performance results of each Fund for various time periods ended February 28, 2022. 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 noted its ongoing discussions with management about the performance of the Funds to date, particularly as compared to peers, the importance of performance to asset growth and growth of market share, and the performance of the Funds in periods of volatility. In addition, the Board acknowledged information provided regarding management’s strategy behind the overall product line up, the sources of asset growth, the nature of management’s research, potential use of innovative data and technology, and investments in marketing and distribution. Finally, the Board noted management’s high level of client engagement and the strength of its compliance program. A summary of each Fund’s performance results is below.

ClearBridge All Cap Growth ESG ETF and ClearBridge Large Cap Growth ESG ETF — The Performance Universe for the ClearBridge All Cap Growth ESG ETF included the Fund and all retail and institutional multi-cap growth funds and exchange-traded funds. The Performance Universe for the ClearBridge Large Cap Growth ESG ETF included the Fund all retail and institutional large-cap growth funds and exchange-traded funds. The ClearBridge All Cap Growth ESG ETF commenced operations on May 3, 2017, and the ClearBridge Large Cap Growth ESG ETF commenced operations on May 22, 2017, and thus have been in operation for less than five years. The Board noted that the Funds’ annualized total returns for the one-year period were above the medians of their respective Performance Universes, but the Funds’ annualized total returns for the three-year period were below the medians of their respective Performance Universes. The Board concluded that the Funds’ performance was satisfactory.

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 five years. The Board noted that the Fund’s annualized total return for the one-year and three-year periods was above 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 ETFs       31  


Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

ClearBridge All Cap Growth ESG ETF — The Expense Group for the Fund was comprised of actively managed exchange-traded funds, which included the Fund, four other multi-cap growth funds, and eight multi-cap core funds. The Board noted that the Management Rate for the Fund was only half of a basis point above the median of its Expense Group, and that its actual total expense ratio was only one basis point above the median of its Expense Group. The Board further noted that the Fund has a unified management fee (Unified Fee) and that pursuant to the Unified Fee arrangement LMPFA pays for all operating expenses of the fund, except interest expenses, taxes, brokerage expenses, future Rule 12b-1 fees (if any), acquired fund fees and expenses, extraordinary expenses and the management fee (Unified Fee Arrangement). The Board further noted that each of ClearBridge and Western Asset LLC is paid by LMPFA out of the Unified Fee LMPFA receives from the Fund and that the allocation of the fee between LMPFA 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 Dividend Strategy ESG ETF and ClearBridge Large Cap Growth ESG ETF — The Expense Group for the ClearBridge Dividend Strategy ESG ETF was comprised of actively managed exchange-traded funds, which included the Fund and six other equity income funds. The Expense Group for the ClearBridge Large Cap Growth ESG ETF was comprised of actively managed exchange-traded funds, which included the Fund, two other large-cap growth funds, and four multi-cap growth funds. The Board noted that the Management Rates and actual total expense ratios for the Funds were equal to the medians of their respective Expense Groups. The Board further noted that the Funds have a Unified Fee and the terms of the Unified Fee Arrangement. The Board further noted that each of ClearBridge and Western Asset LLC is paid by LMPFA out of the Unified Fee LMPFA receives from each Fund and that the allocation of the fee between LMPFA and each of ClearBridge and Western Asset LLC reflected the services provided by each to each Fund. After consideration of the above, the Board concluded that the Management Rate charged to each Fund and the sub-advisory fee paid to each of ClearBridge and Western Asset LLC are reasonable.

Profitability

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 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, 2021, being 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 PricewaterhouseCoopers LLP, auditor to FRI and certain FT funds, has been engaged 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 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.

Economies of Scale

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

 

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shareholders. The Board considered that each Fund would likely experience benefits from the Unified Fee at the Fund’s projected asset levels because of LMPFA’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 LMPFA and/or its affiliates for some time. The Board considered management’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 noted that, as of December 31, 2021, each Fund’s net assets were less than $250 million. The Board recognized that there would not likely be any economies of scale for a Fund until the Fund’s assets grow.

Conclusion

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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Statement regarding liquidity risk management program (unaudited)

 

Each Fund has adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”). The LRMP for the Franklin Templeton and Legg Mason Funds is designed to assess and manage each Fund’s liquidity risk, which is defined as the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interests in the Fund. In accordance with the Liquidity Rule, the LRMP includes policies and procedures that provide for: (1) assessment, management, and review (no less frequently than annually) of each Fund’s liquidity risk; (2) classification of each Fund’s portfolio holdings into one of four liquidity categories (Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid); (3) for Funds that do not primarily hold assets that are Highly Liquid, establishing and maintaining a minimum percentage of the Fund’s net assets in Highly Liquid investments (called a “Highly Liquid Investment Minimum” or “HLIM”); and (4) prohibiting the Fund’s acquisition of Illiquid investments that would result in the Fund holding more than 15% of its net assets in Illiquid assets. The LRMP also requires reporting to the