Phillip J. Gass Form 3 BrandywineGLOBAL-Global Income Opportunities Fund / Phillip J. Gass ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NASSAU ASSET MANAGEMENT LLC

(Last) (First) (Middle)

1 AMERICAN ROW

(Street)

HARTFORD CT 06102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2019

3. Issuer Name and Ticker or Trading Symbol
BrandywineGLOBAL-Global Income Opportunities Fund Inc [ BWG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
SEE FOOTNOTE (3)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Mandatory Redeemable Preferred Stock	0	I	SEE FOOTNOTE(1)(3)(4)(5)
Series E Mandatory Redeemable Preferred Stock	0	I	SEE FOOTNOTE(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

NASSAU ASSET MANAGEMENT LLC

(Last) (First) (Middle)

1 AMERICAN ROW

(Street)

HARTFORD CT 06102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gass Phillip J.

(Last) (First) (Middle)

C/O NASSAU ASSET MANAGEMENT LLC

1 AMERICAN ROW

(Street)

HARTFORD CT 06102

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series D Mandatory Redeemable Preferred Stock reported in this Form 3 (the "Series D Shares") are held as follows: (i) Nassau Life Insurance Company ("NNY") is the registered holder of 100,000 Series D Shares, (ii) Nassau Life and Annuity Company ("NLA") is the registered holder of 200,000 Series D Shares and (iii) PHL Variable Insurance Company ("PHL") is the registered holder of 200,000 shares of Series D Mandatory Preferred Stock.

2. The shares of Series E Mandatory Redeemable Preferred Stock reported in this Form 3 (the "Series E Shares" and together with the Series D Shares, the "Subject Securities") are held as follows: (i) NNY is the registered holder of 400,000 Series E Shares, and (ii) NLA is the registered holder of 300,000 Series E Shares.

3. Nassau Asset Management LLC ("Namco") serves as Investment Manager of NNY, NLA, and PHL (the "Insurance Companies") pursuant to separate Investment Management Agreements between Namco, on the one hand, and each of the Insurance Companies, respectively, on the other hand (the "IMAs"). Under the terms of the IMAs, Namco has shared voting and investment power over the Subject Securities. As Investment Manager of the Insurance Companies, Namco may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of the Subject Securities. Namco disclaims beneficial ownership of the Subject Securities other than for the purpose of determining their respective obligations under Section 13(d) of the Act, and the filing of this report shall not be deemed an admission that Namco is or was the beneficial owner of the Subject Securities for any other purpose. Namco disclaims any pecuniary interest in the Subject Securities.

4. Phillip J. Gass ("Mr. Gass") indirectly owns Subject Securities and, as Director, Chairman and Chief Executive Officer of each of the Insurance Companies and Namco, has voting and investment power over securities held in the portfolio of each Insurance Company, including the Subject Securities. Therefore Mr. Gass may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of the Subject Securities. Mr. Gass disclaims beneficial ownership of the Subject Securities other than for the purpose of determining their respective obligations under Section 13(d) of the Act, and the filing of this report shall not be deemed an admission that Mr. Gass is or was the beneficial owner of the Subject Securities for any other purpose. Mr. Gass disclaims any pecuniary interest in the Subject Securities.

5. The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

	Nassau Asset Management LLC, By: /s/ Kostas Cheliotis, Vice President, General Counsel and Secretary	07/24/2020
	/s/ Phillip J. Gass	07/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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