N-CSR 1 d501705dncsr.htm WESTERN ASSET OREGON MUNICIPALS FUND Western Asset Oregon Municipals Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04254

 

 

Legg Mason Partners Income Trust

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Marc A. De Oliveira

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 877-6LM-FUND/656-3863

Date of fiscal year end: April 30

Date of reporting period: April 30, 2023

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   April 30, 2023

WESTERN ASSET

OREGON MUNICIPALS FUND

 

 

 

 

 

LOGO

 

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


 

What’s inside      
Letter from the president     III  
Fund overview     1  
Fund at a glance     6  
Fund expenses     7  
Fund performance     9  
Schedule of investments     11  
Statement of assets and liabilities     15  
Statement of operations     16  
Statements of changes in net assets     17  
Financial highlights     18  
Notes to financial statements     21  
Report of independent registered public accounting firm     30  
Additional information     31  
Important tax information     38  

 

Fund objective

The Fund seeks to provide Oregon investors with as high a level of dividend income exempt from regular federal income tax* and Oregon state personal income taxes as is consistent with prudent investment management and the preservation of capital.

 

*

Certain investors may be subject to the federal alternative minimum tax (“AMT”), and state and local taxes may apply. Capital gains, if any, are fully taxable. Please consult your personal tax or legal adviser.

 

II    Western Asset Oregon Municipals Fund


Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Western Asset Oregon Municipals Fund for the twelve-month reporting period ended April 30, 2023. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

 

Special shareholder notice

Effective March 31, 2023, John Mooney joined the Fund’s portfolio management team. For more information, please see the Fund’s prospectus supplement dated March 31, 2023.

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 prices and performance,

 

 

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

Jane Trust, CFA

President and Chief Executive Officer

May 31, 2023

 

Western Asset Oregon Municipals Fund   III


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks to provide Oregon investors with as high a level of dividend income exempt from regular federal income tax and Oregon state personal income taxes as is consistent with prudent investment management and the preservation of capital.

Under normal circumstances, the Fund invests at least 80% of its assets in “Oregon municipal securities,” the interest on which is exempt from regular federal income tax and Oregon state personal income taxes. The interest on Oregon municipal securities may be subject to the federal alternative minimum tax (“AMT”). Oregon municipal securities include debt obligations issued by the State of Oregon and its political subdivisions, agencies and public authorities, certain other governmental issuers (such as Puerto Rico, the U.S. Virgin Islands and Guam) and other qualifying issuers. These securities include participation or other interests in municipal securities issued or backed by banks, insurance companies and other financial institutions. We select securities primarily by identifying undervalued sectors and individual securities, while also selecting securities that we believe will benefit from changes in market conditions.

Although the Fund may invest in securities of any maturity, the Fund will normally invest in securities that have remaining maturities at the time of purchase from one to more than thirty years. The Fund focuses on investment grade bonds (that is, securities rated in the Baa/BBB categories or above or, if unrated or deemed to be unrated, that we determined to be of comparable credit quality) but may invest up to 20% of its assets in below investment grade bonds commonly referred to as “high yield” or “junk” bonds.

The Fund may also invest in securities of other open-end or closed-end investment companies, including exchange-traded funds (“ETFs”), that invest primarily in municipal securities.

Instead of, and/or in addition to, investing directly in particular securities, the Fund may use derivatives and other synthetic instruments that are intended to provide economic exposure to the securities or the issuer or to be used as a hedging technique — to the extent consistent with its 80% policy. The Fund may also engage in a variety of transactions using derivatives in order to change the investment characteristics of its portfolio (such as shortening or lengthening duration) and for other purposes. The Fund may leverage its assets by investing proceeds received through tender option bond transactions, which is considered a form of borrowing.

At Western Asset Management Company, LLC (“Western Asset”), the Fund’s sub adviser, we utilize a fixed income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio management personnel, research analysts and an in-house economist. Under this team approach, management of client fixed income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       1  


Fund overview (cont’d)

 

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

A. Fixed income markets experienced periods of volatility and declined over the twelve-month reporting period ended April 30, 2023. The market’s weakness was driven by a number of factors, including elevated and persistent inflation, aggressive Federal Reserve Board (the “Fed”) monetary policy tightening, the repercussions from the COVID-19 pandemic, the war in Ukraine, and recent turmoil in the banking industry.

Short-term U.S. Treasury yields moved sharply higher as the Fed began to raise interest rates in March 2022 (before the reporting period began) in attempt to rein in inflation. Over the next twelve months, the central bank hiked rates an additional eight times, bringing the federal funds rate to a range between 4.75% and 5.00% — the highest level since 2007. The Fed then raised rates to a range between 5.00% and 5.25% on May 3, 2023, after the reporting period ended. The yield for the two-year Treasury note began the reporting period at 2.70% and ended the period at 4.04%. The low of 2.46% occurred on May 26, 2022, and the high of 5.05% took place on March 8, 2023. The yield for the ten-year Treasury note began the reporting period at 2.89% and ended the period at 3.44%. The low of 2.60% occurred on August 1, 2022, and the peak of 4.25% took place on October 24, 2022.

The municipal bond market generated a positive return and outperformed its taxable bond counterpart during the twelve-month reporting period ended April 30, 2023. Over that time, the Bloomberg Municipal Bond Indexi and the Bloomberg U.S. Aggregate Indexii returned 2.87% and -0.43%, respectively. Both the taxable and tax-free markets were hampered by higher interest rates.

Oregon’s credit profile is supported by its diverse economy and steady population growth over the past decade, which have enabled the state to maintain solid financial operations and build reserves to the highest level in the state’s history. Oregon’s budgetary reserves are at historic highs, with the projected rainy-day fund and educational stability fund balances at a combined $2.05 billion at the end of the 2021-2023 biennium. This represents an approximate 50% increase from the previous two-year budget period. The Office of Economic Analysis’s March 2023 revenue forecast projects significant increases to general fund and lottery fund revenues through the end of the fiscal 2021-2023 biennium due to sustained strong performance of personal and corporate income tax collections. Oregon’s strong reserves could provide the state with additional flexibility to stabilize the budget should heightened recessionary risks pressure the state’s cyclically volatile revenues during the 2023-2025 biennium.

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

A. The Fund tactically shifted duration throughout the reporting period amid yield volatility and ended underweight duration relative to the Bloomberg Oregon Municipal Bond Indexiii. From a sector perspective, the Fund reduced its allocation to pre-refunded securities, while increasing its local general obligation exposure. The Fund additionally reduced exposure to securities rated AAA and AA, favoring lower investment-grade securities as they provided greater relative value.

 

2     Western Asset Oregon Municipals Fund 2023 Annual Report


    

 

Performance review

For the twelve months ended April 30, 2023, Class A shares of Western Asset Oregon Municipals Fund, excluding sales charges, returned 0.89%. The Fund’s unmanaged benchmark, the Bloomberg Oregon Municipal Bond Index, returned 2.94% for the same period. The Lipper Other States Municipal Debt Funds Category Averageiv returned 0.99% over the same time frame.

Certain investors may be subject to the AMT, and state and local taxes may apply. Capital gains, if any, are fully taxable. Please consult your personal tax or legal adviser.

 

Performance Snapshot as of April 30, 2023 (unaudited)  
(excluding sales charges)   6 months     12 months  
Western Asset Oregon Municipals Fund:    

Class A

    5.95     0.89

Class C

    5.69     0.44

Class I

    6.16     1.17
Bloomberg Oregon Municipal Bond Index     7.72     2.94
Lipper Other States Municipal Debt Funds Category Average     6.98     0.99

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

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

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

The 30-Day SEC Yields for the period ended April 30, 2023 for Class A, Class C and Class I shares were 2.74%, 2.28% and 3.04%, respectively. Absent current fee waivers and/or expense reimbursements, the 30-Day SEC Yields for Class A, Class C and Class I shares would have been 2.48%, 2.04% and 2.70%, respectively. The 30-Day SEC Yield, calculated pursuant to the standard SEC formula, is based on the Fund’s investments over an annualized trailing 30-day period, and not on the distributions paid by the Fund, which may differ.

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated August 30, 2022, as supplemented December 1, 2022, the gross total annual fund operating expense ratios for Class A, Class C and Class I shares were 0.90%, 1.46% and 0.78%, respectively.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       3  


Fund overview (cont’d)

 

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

As a result of expense limitation arrangements, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets will not exceed 0.75% for Class A shares, 1.30% for Class C shares and 0.55% for Class I shares (0.60% prior to December 1, 2022). These expense limitation arrangements cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent.

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

Q. What were the leading contributors to performance?

A. Duration positioning was the largest contributor to relative performance, as the Fund was short duration as yields rose in the first portion of the reporting period and tactically shifted to overweight as yields declined in the fourth quarter of 2022. Yield curve exposure similarly contributed to returns, primarily due to an underweight to the thirty-year portion of the curve as long-term yields rose. Security selection within the education sector was also beneficial.

Q. What were the leading detractors from performance?

A. Overall, security selection was the largest detractor from relative performance, particularly due to selection within the health care and power sectors. From a credit quality perspective, security selection within securities rated AA and A detracted from returns, as did an out-of-benchmark exposure to high-yield securities.

Thank you for your investment in Western Asset Oregon Municipals Fund. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Western Asset Management Company, LLC

May 16, 2023

RISKS: The Fund’s investments are subject to interest rate and credit risks. As interest rates rise, bond prices fall, reducing the value of the Fund’s share price. Municipal securities purchased by the Fund may be adversely affected by changes in the financial condition of municipal issuers and insurers, regulatory and political developments, uncertainties and public perceptions, and other factors. Investing in securities issued by investment companies, including exchange-traded funds (“ETFs”), involves risks similar to those of investing directly in the securities and other

 

4     Western Asset Oregon Municipals Fund 2023 Annual Report


assets held by the investment company or ETF. The Fund will pay brokerage commissions in connection with the purchase and sale of shares of ETFs. In addition, the Fund will indirectly bear its pro rata share of the fees and expenses incurred by a fund it invests in, including advisory fees. These expenses are in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. As a non-diversified fund, the Fund can invest a larger percentage of its assets in a smaller number of issuers than a diversified fund, which may magnify the Fund’s losses from events affecting a particular issuer. High yield bonds, known as “junk bonds”, involve greater credit and liquidity risks than investment grade bonds. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. Please see the Fund’s prospectus for a more complete discussion of these and other risks and the Fund’s investment strategies.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. Portfolio holdings are subject to change at any time and may not be representative of the portfolio managers’ current or future investments. The Fund’s portfolio composition is subject to change at any time.

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

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

 

The Bloomberg Municipal Bond Index is a market value weighted index of investment grade municipal bonds with maturities of one year or more.

 

ii 

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

 

iii 

The Bloomberg Oregon Municipal Bond Index is a market value weighted index of Oregon investment grade (Baa3/ BBB- or higher) fixed-rate municipal bonds with maturities of one year or more.

 

iv 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the period ended April 30, 2023, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 216 funds for the six-month period and among the 216 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       5  


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of April 30, 2023 and April 30, 2022. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

6     Western Asset Oregon Municipals Fund 2023 Annual Report


Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; service and/or distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on November 1, 2022 and held for the six months ended April 30, 2023.

Actual expenses

The table below titled “Based on actual total return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

Hypothetical example for comparison purposes

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

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

  Based on actual total return1                 Based on hypothetical total return1  
    

Actual

Total Return

Without

Sales

Charge2

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

              

Hypothetical

Annualized

Total Return

   

Beginning

Account

Value

   

Ending

Account

Value

   

Annualized

Expense

Ratio

   

Expenses

Paid

During

the

Period3

 
Class A     5.95   $ 1,000.00     $ 1,059.50       0.75   $ 3.52       Class A     5.00   $ 1,000.00     $ 1,021.37       0.75   $ 3.46  
Class C     5.69       1,000.00       1,056.90       1.30       5.97       Class C     5.00       1,000.00       1,018.99       1.30       5.86  
Class I     6.16       1,000.00       1,061.60       0.53       2.71       Class I     5.00       1,000.00       1,022.17       0.53       2.66  

 

Western Asset Oregon Municipals Fund 2023 Annual Report       7  


Fund expenses (unaudited) (cont’d)

 

1 

For the six months ended April 30, 2023.

 

2 

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

 

3 

Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365.

 

8     Western Asset Oregon Municipals Fund 2023 Annual Report


Fund performance (unaudited)

 

Average annual total returns  
Without sales charges1    Class A      Class C      Class I  
Twelve Months Ended 4/30/23      0.89      0.44      1.17
Five Years Ended 4/30/23      1.33        0.77        1.48  
Ten Years Ended 4/30/23      1.44        0.90        1.60  
With sales charges2    Class A      Class C      Class I  
Twelve Months Ended 4/30/23      -3.39      -0.55      1.17
Five Years Ended 4/30/23      0.45        0.77        1.48  
Ten Years Ended 4/30/23      1.00        0.90        1.60  

 

Cumulative total returns  
Without sales charges1       
Class A (4/30/13 through 4/30/23)     15.33
Class C (4/30/13 through 4/30/23)     9.33  
Class I (4/30/13 through 4/30/23)     17.22  

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

 

1 

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

 

2 

Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 4.25% on purchases made prior to August 15, 2022. Purchases made on or after August 15, 2022 incur a maximum initial sales charge of 3.75%. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       9  


Fund performance (unaudited) (cont’d)

 

Historical performance

 

Value of $10,000 invested in

Class A Shares of Western Asset Oregon Municipals Fund vs. Bloomberg Oregon Municipal Bond Index and Lipper Other States Municipal Debt Funds Category Average† — April 2013 - April 2023

 

LOGO

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

 

Hypothetical illustration of $10,000 invested in Class A shares of Western Asset Oregon Municipals Fund on April 30, 2013, assuming the deduction of the maximum initial sales charge of 4.25% at the time of investment and the reinvestment of all distributions, including returns of capital, if any, at net asset value through April 30, 2023. Effective August 15, 2022, the maximum initial sales charge was reduced to 3.75%. Returns based on an initial investment made prior to August 15, 2022 have not been restated to reflect the new maximum initial sales charge. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Oregon Municipal Bond Index and the Lipper Other States Municipal Debt Funds Category Average. The Bloomberg Oregon Municipal Bond Index (the “Index”) is a market value weighted index of Oregon investment grade (Baa3/BBB- or higher) fixed-rate municipal bonds with maturities of one year or more. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The Lipper Other States Municipal Debt Funds Category Average is comprised of the Fund’s peer group of mutual funds. The performance of the Fund’s other classes may be greater or less than the Class A shares’ performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

 

10     Western Asset Oregon Municipals Fund 2023 Annual Report


Schedule of investments

April 30, 2023

 

Western Asset Oregon Municipals Fund

 

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  
Municipal Bonds — 95.9%                                

Education — 14.2%

                               

Oregon State Health & Science University, Revenue, Series B, Refunding

    5.000     7/1/35     $ 850,000     $ 887,778  

Oregon State University General Revenue, Series A

    5.000     4/1/45       2,000,000       2,046,613  

University of Oregon General Revenue, Series A

    5.000     4/1/46       4,000,000       4,159,584  

Total Education

                            7,093,975  

Health Care — 15.3%

                               

Clackamas County, OR, Hospital Facility Authority Revenue, Senior Living, Willamette View Project, Refunding

    5.000     11/15/47       250,000       225,197  

Medford, OR, Hospital Facilities Authority Revenue, Asante Project, Series A, Refunding

    5.000     8/15/45       500,000       526,844  

Multnomah County, OR, Hospital Facilities Authority Revenue, Adventist Health, Refunding

    5.000     3/1/25       2,000,000       2,030,475  (a)(b) 

Oregon State Facilities Authority Revenue:

                               

Legacy Health Project, Series A, Refunding

    5.000     6/1/46       770,000       786,329  

Providence Health & Services

    5.000     10/1/45       900,000       884,721  

Salem, OR, Hospital Facility Authority Revenue:

                               

Capital Manor Project

    4.000     5/15/40       500,000       405,748  

Capital Manor Project

    5.000     5/15/43       630,000       602,335  

Multi Model Salem Health Project, Series A, Refunding

    5.000     5/15/36       2,000,000       2,153,859  

Total Health Care

                            7,615,508  

Leasing — 6.3%

                               

Metro, OR, Dedicated Tax Revenue, Oregon Convention Center Hotel Project

    5.000     6/15/47       3,000,000       3,163,385  

Local General Obligation — 39.9%

                               

Clackamas County, OR, School District No 12, North Clackamas, GO, Series 2018, School Bond Guaranty

    5.000     6/15/42       1,750,000       1,869,311  

Clackamas County, OR, School District No 62, Oregon City, GO, Series B, School Bond Guaranty, Refunding

    5.000     6/15/43       1,000,000       1,078,965  

Jackson County, OR, School District No 6, Central Point, GO, Series A, School Bond Guaranty

    5.000     6/15/33       775,000       882,286  

Lane County, OR, School District No 19, Springfield, GO, CAB, Series B, School Bond Guaranty

    0.000     6/15/35       2,435,000       1,582,972  

Marion County, OR, School District No 15, North Marion, GO:

                               

Series B, School Bond Guaranty

    5.000     6/15/34       425,000       476,753  

 

See Notes to Financial Statements.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       11  


Schedule of investments (cont’d)

April 30, 2023

 

Western Asset Oregon Municipals Fund

 

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
   

Face

Amount

    Value  

Local General Obligation — continued

                               

Series B, School Bond Guaranty

    5.000     6/15/36     $ 1,000,000     $ 1,111,164  

Multnomah & Clackamas Counties, OR, Centennial School District No 28JT, GO, School Bond Guaranty, Refunding

    5.000     6/15/45       1,000,000       1,095,220  

Multnomah County, OR, School District No 40:

                               

GO, CAB, Series A

    0.000     6/15/30       425,000       339,887  

GO, CAB, Series A

    0.000     6/15/31       525,000       404,186  

GO, CAB, Series A

    0.000     6/15/32       750,000       554,475  

Multnomah County, OR, School District No 7, Reynolds, GO, Deferred Interest, Series B, School Board Guaranty

    0.000     6/15/31       2,000,000       1,444,406  

Polk Marion & Benton Counties, OR, School District No 13J Central, GO, Deferred Interest, Series B, School Bond Guaranty

    0.000     6/15/33       2,000,000       1,434,321  

Port of Morrow, OR, GO, Series D, Refunding

    4.000     12/1/37       1,395,000       1,401,846  

Washington & Clackamas Counties, OR, School District No 23J Tigard-Tualatin, GO, Series A, School Bond Guaranty

    5.000     6/15/38       2,000,000       2,204,016  

Washington, Clackamas & Yamhill Counties, OR, School District No 88J, Sherwood, GO, Series B, School Bond Guaranty

    5.000     6/15/33       1,250,000       1,357,997  

Washington, Multnomah & Yamhill Counties, OR, School District No 1J, West Union, GO, Hillsboro, School Bond Guaranty

    5.000     6/15/38       2,500,000       2,669,742  

Total Local General Obligation

                            19,907,547  

Power — 0.8%

                               

Puerto Rico Electric Power Authority Revenue:

                               

Series A

    5.000     7/1/42       200,000       141,000  *(c)  

Series A

    5.050     7/1/42       30,000       21,150  *(c)  

Series XX

    5.250     7/1/40       255,000       179,775  *(c)  

Series ZZ, Refunding

          7/1/18       100,000       69,750  *(d)  

Total Power

                            411,675  

Special Tax Obligation — 2.5%

                               

Keizer, OR, Special Assessment, Keizer Station Area A

    5.200     6/1/31       675,000       676,375  

Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue:

                               

CAB, Restructured, Series A-1

    0.000     7/1/27       60,000       49,750  

CAB, Restructured, Series A-1

    0.000     7/1/46       450,000       122,962  

Restructured, Series A-1

    4.550     7/1/40       20,000       19,155  

 

See Notes to Financial Statements.

 

12     Western Asset Oregon Municipals Fund 2023 Annual Report


 

 

Western Asset Oregon Municipals Fund

 

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Special Tax Obligation — continued

                               

Restructured, Series A-1

    4.750     7/1/53     $ 200,000     $ 187,513  

Restructured, Series A-1

    5.000     7/1/58       90,000       86,904  

Restructured, Series A-2

    4.329     7/1/40       130,000       121,200  

Total Special Tax Obligation

                            1,263,859  

State General Obligation — 5.6%

                               

Oregon State, GO, Series A

    4.000     5/1/46       2,500,000       2,478,836  

Puerto Rico Commonwealth, GO:

                               

CAB, Restructured, Series A-1

    0.000     7/1/24       1,250       1,185  

CAB, Restructured, Series A-1

    0.000     7/1/33       4,837       2,829  

Restructured, Series A-1

    5.250     7/1/23       2,099       2,102  

Restructured, Series A-1

    5.375     7/1/25       4,186       4,267  

Restructured, Series A-1

    5.625     7/1/27       4,148       4,328  

Restructured, Series A-1

    5.625     7/1/29       4,081       4,321  

Restructured, Series A-1

    5.750     7/1/31       3,964       4,252  

Restructured, Series A-1

    4.000     7/1/33       3,759       3,448  

Restructured, Series A-1

    4.000     7/1/35       123,379       110,664  

Restructured, Series A-1

    4.000     7/1/37       150,000       131,419  

Restructured, Series A-1

    4.000     7/1/41       8,943       7,532  

Restructured, Series A-1

    4.000     7/1/46       4,100       3,337  

Subseries CW

    0.000     11/1/43       17,752       8,366  (b)  

Total State General Obligation

                            2,766,886  

Transportation — 8.8%

                               

Port of Portland, OR, Airport Revenue:

                               

Portland International Airport, Series 24B

    5.000     7/1/42       1,000,000       1,022,699  (e) 

Portland International Airport, Series 25B

    5.000     7/1/49       1,000,000       1,031,227  (e) 

Series 22

    5.000     7/1/44       1,500,000       1,504,286  (e) 

Series 26C, Refunding

    5.000     7/1/25       750,000       772,475  (e)  

Puerto Rico Commonwealth Highway & Transportation Authority Revenue:

                               

CAB, Restructured, Series B

    0.000     7/1/32       20,000       12,575  

Restructured, Series A

    5.000     7/1/62       20,000       19,316  

Total Transportation

                            4,362,578  

Water & Sewer — 2.5%

                               

Clackamas River Water, OR, Water Revenue

    5.000     11/1/43       1,000,000       1,025,942  

Puerto Rico Commonwealth Aqueduct & Sewer Authority Revenue, Senior Lien, Series A, Refunding

    5.000     7/1/47       250,000       241,480  (f)  

Total Water & Sewer

                            1,267,422  

Total Investments before Short-Term Investments (Cost — $49,576,971)

 

            47,852,835  

 

See Notes to Financial Statements.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       13  


Schedule of investments (cont’d)

April 30, 2023

 

Western Asset Oregon Municipals Fund

 

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  
Short-Term Investments — 2.9%                                
Municipal Bonds — 2.9%                                

Health Care — 2.9%

                               

Oregon State Facilities Authority Revenue:

                               

Peacehealth, Series A, Refunding, LOC - U.S. Bank N.A.

    3.720     8/1/34     $ 600,000     $ 600,000  (g)(h) 

Peacehealth, Series B, Refunding, LOC - TD Bank N.A.

    3.800     8/1/34       850,000       850,000  (g)(h)  

Total Short-Term Investments (Cost — $1,450,000)

                            1,450,000  

Total Investments — 98.8% (Cost — $51,026,971)

                            49,302,835  

Other Assets in Excess of Liabilities — 1.2%

                            577,209  

Total Net Assets — 100.0%

                          $ 49,880,044  

 

*

Non-income producing security.

 

(a) 

Maturity date shown represents the mandatory tender date.

 

(b) 

Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

 

(c) 

The coupon payment on this security is currently in default as of April 30, 2023.

 

(d) 

The maturity principal is currently in default as of April 30, 2023.

 

(e) 

Income from this issue is considered a preference item for purposes of calculating the alternative minimum tax (“AMT”).

 

(f) 

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

 

(g) 

Variable rate demand obligations (“VRDOs”) have a demand feature under which the Fund can tender them back to the issuer or liquidity provider on no more than 7 days notice. The interest rate generally resets on a daily or weekly basis and is determined on the specific interest rate reset date by the remarketing agent, pursuant to a formula specified in official documents for the VRDO, or set at the highest rate allowable as specified in official documents for the VRDO. VRDOs are benchmarked to the Securities Industry and Financial Markets Association (“SIFMA”) Municipal Swap Index. The SIFMA Municipal Swap Index is compiled from weekly interest rate resets of tax-exempt VRDOs reported to the Municipal Securities Rulemaking Board’s Short-term Obligation Rate Transparency System.

 

(h) 

Maturity date shown is the final maturity date. The security may be sold back to the issuer before final maturity.

 

 

Abbreviation(s) used in this schedule:

CAB   — Capital Appreciation Bonds
GO   — General Obligation
LOC   — Letter of Credit

 

See Notes to Financial Statements.

 

14     Western Asset Oregon Municipals Fund 2023 Annual Report


Statement of assets and liabilities

April 30, 2023

 

Assets:

 

Investments, at value (Cost — $51,026,971)

   $ 49,302,835  

Cash

     1,095  

Interest receivable

     634,086  

Receivable for Fund shares sold

     91,297  

Prepaid expenses

     4,448  

Total Assets

     50,033,761  
Liabilities:         

Payable for Fund shares repurchased

     69,051  

Audit and tax fees payable

     32,327  

Fund accounting fees payable

     27,280  

Investment management fee payable

     6,324  

Distributions payable

     3,677  

Service and/or distribution fees payable

     3,277  

Trustees’ fees payable

     105  

Accrued expenses

     11,676  

Total Liabilities

     153,717  
Total Net Assets    $ 49,880,044  
Net Assets:         

Par value (Note 7)

   $ 52  

Paid-in capital in excess of par value

     54,476,731  

Total distributable earnings (loss)

     (4,596,739)  
Total Net Assets    $ 49,880,044  
Net Assets:         

Class A

     $22,178,449  

Class C

     $903,222  

Class I

     $26,798,373  
Shares Outstanding:         

Class A

     2,312,073  

Class C

     94,595  

Class I

     2,792,444  
Net Asset Value:         

Class A (and redemption price)

     $9.59  

Class C*

     $9.55  

Class I (and redemption price)

     $9.60  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 3.75%; 4.25% prior to August 15, 2022)

     $9.96  

 

*

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

 

See Notes to Financial Statements.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       15  


Statement of operations

For the Year Ended April 30, 2023

 

Investment Income:

 

Interest

   $ 1,478,081  
Expenses:         

Investment management fee (Note 2)

     247,359  

Fund accounting fees

     67,367  

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

     44,800  

Transfer agent fees (Note 5)

     38,000  

Registration fees

     35,885  

Audit and tax fees

     32,327  

Shareholder reports

     11,071  

Legal fees

     7,390  

Custody fees

     1,913  

Trustees’ fees

     787  

Commitment fees (Note 8)

     458  

Insurance

     366  

Miscellaneous expenses

     7,316  

Total Expenses

     495,039  

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

     (146,493)  

Net Expenses

     348,546  
Net Investment Income      1,129,535  
Realized and Unrealized Loss on Investments (Notes 1 and 3):         

Net Realized Loss From Investment Transactions

     (374,723)  

Change in Net Unrealized Appreciation (Depreciation) From Investments

     (493,088)  
Net Loss on Investments      (867,811)  
Increase in Net Assets From Operations    $ 261,724  

 

See Notes to Financial Statements.

 

16     Western Asset Oregon Municipals Fund 2023 Annual Report


Statements of changes in net assets

 

 

For the Years Ended April 30,    2023      2022  
Operations:                  

Net investment income

   $ 1,129,535      $ 1,268,204  

Net realized gain (loss)

     (374,723)        292,831  

Change in net unrealized appreciation (depreciation)

     (493,088)        (5,981,184)  

Increase (Decrease) in Net Assets From Operations

     261,724        (4,420,149)  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (1,125,669)        (1,261,462)  

Decrease in Net Assets From Distributions to Shareholders

     (1,125,669)        (1,261,462)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     16,444,677        8,641,512  

Reinvestment of distributions

     1,071,950        1,179,584  

Cost of shares repurchased

     (22,661,370)        (17,097,348)  

Decrease in Net Assets From Fund Share Transactions

     (5,144,743)        (7,276,252)  

Decrease in Net Assets

     (6,008,688)        (12,957,863)  
Net Assets:                  

Beginning of year

     55,888,732        68,846,595  

End of year

   $ 49,880,044      $ 55,888,732  

 

See Notes to Financial Statements.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       17  


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended April 30:  
Class A Shares1    2023      2022      2021      2020      2019  
Net asset value, beginning of year      $9.71        $10.63        $10.09        $10.20        $10.07  
Income (loss) from operations:               

Net investment income

     0.20        0.20        0.21        0.24        0.33  

Net realized and unrealized gain (loss)

     (0.12)        (0.92)        0.54        (0.12)        0.13  

Total income (loss) from operations

     0.08        (0.72)        0.75        0.12        0.46  
Less distributions from:               

Net investment income

     (0.20)        (0.20)        (0.21)        (0.23)        (0.33)  

Total distributions

     (0.20)        (0.20)        (0.21)        (0.23)        (0.33)  
Net asset value, end of year      $9.59        $9.71        $10.63        $10.09        $10.20  

Total return2

     0.89      (6.92)      7.43      1.16      4.66
Net assets, end of year (000s)      $22,178        $27,728        $36,472        $35,515        $37,739  
Ratios to average net assets:               

Gross expenses

     1.01      0.95      0.96      0.98      1.01

Net expenses3,4

     0.75        0.75        0.75        0.75        0.75  

Net investment income

     2.12        1.87        1.96        2.28        3.29  
Portfolio turnover rate      6      7      8      29      17

 

1 

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

 

2 

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

 

3 

Reflects fee waivers and/or expense reimbursements.

 

4 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A shares did not exceed 0.75%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent.

 

See Notes to Financial Statements.

 

18     Western Asset Oregon Municipals Fund 2023 Annual Report


    

 

For a share of each class of beneficial interest outstanding throughout each year ended April 30:  
Class C Shares1    2023      2022      2021      2020      2019  
Net asset value, beginning of year      $9.66        $10.58        $10.04        $10.16        $10.03  
Income (loss) from operations:               

Net investment income

     0.15        0.14        0.15        0.19        0.27  

Net realized and unrealized gain (loss)

     (0.11)        (0.92)        0.54        (0.13)        0.13  

Total income (loss) from operations

     0.04        (0.78)        0.69        0.06        0.40  
Less distributions from:               

Net investment income

     (0.15)        (0.14)        (0.15)        (0.18)        (0.27)  

Total distributions

     (0.15)        (0.14)        (0.15)        (0.18)        (0.27)  
Net asset value, end of year      $9.55        $9.66        $10.58        $10.04        $10.16  

Total return2

     0.44      (7.48)      6.87      0.50      4.10
Net assets, end of year (000s)      $903        $1,524        $3,078        $4,013        $7,646  
Ratios to average net assets:               

Gross expenses

     1.56      1.51      1.52      1.54      1.56

Net expenses3,4

     1.30        1.30        1.30        1.30        1.30  

Net investment income

     1.56        1.32        1.42        1.79        2.74  
Portfolio turnover rate      6      7      8      29      17

 

1 

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

 

2 

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

 

3 

Reflects fee waivers and/or expense reimbursements.

 

4 

As a result of an expense limitation arrangement, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class C shares did not exceed 1.30%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent.

 

See Notes to Financial Statements.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       19  


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended April 30:  
Class I Shares1    2023      2022      2021      2020      2019  
Net asset value, beginning of year      $9.71        $10.63        $10.10        $10.21        $10.08  
Income (loss) from operations:               

Net investment income

     0.22        0.21        0.22        0.25        0.35  

Net realized and unrealized gain (loss)

     (0.11)        (0.92)        0.53        (0.11)        0.13  

Total income (loss) from operations

     0.11        (0.71)        0.75        0.14        0.48  
Less distributions from:               

Net investment income

     (0.22)        (0.21)        (0.22)        (0.25)        (0.35)  

Total distributions

     (0.22)        (0.21)        (0.22)        (0.25)        (0.35)  
Net asset value, end of year      $9.60        $9.71        $10.63        $10.10        $10.21  

Total return2

     1.17      (6.78)      7.49      1.31      4.82
Net assets, end of year (000s)      $26,798        $26,636        $29,296        $24,033        $22,734  
Ratios to average net assets:               

Gross expenses

     0.89      0.83      0.84      0.87      0.88

Net expenses3,4

     0.58        0.60        0.60        0.60        0.60  

Net investment income

     2.29        2.03        2.11        2.42        3.44  
Portfolio turnover rate      6      7      8      29      17

 

1 

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

 

2 

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

 

3 

Reflects fee waivers and/or expense reimbursements.

 

4 

As a result of an expense limitation arrangement, effective December 1, 2022, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I shares did not exceed 0.55%. This expense limitation arrangement cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent. Prior to December 1, 2022, the expense limitation was 0.60%.

 

See Notes to Financial Statements.

 

20     Western Asset Oregon Municipals Fund 2023 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

Western Asset Oregon Municipals Fund (the “Fund”) is a separate non-diversified investment series of Legg Mason Partners Income Trust (the “Trust”). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. 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. If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

Pursuant to policies adopted by the Board of Trustees, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s 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 Fund’s pricing policies, and reporting to the Fund’s manager and the Board of Trustees. When determining the reliability of third

 

Western Asset Oregon Municipals Fund 2023 Annual Report       21  


Notes to financial statements (cont’d)

 

party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

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

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

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

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 — 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 Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

 

22     Western Asset Oregon Municipals Fund 2023 Annual Report


 

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

 

ASSETS  
Description  

Quoted Prices

(Level 1)

   

Other Significant

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

    Total  
Municipal Bonds†         $ 47,852,835           $ 47,852,835  
Short-Term Investments†           1,450,000             1,450,000  
Total Investments         $ 49,302,835           $ 49,302,835  

 

See Schedule of Investments for additional detailed categorizations.

(b) Fund concentration. Since the Fund invests primarily in obligations of issuers within Oregon, it is subject to possible risks associated with economic, political, credit or legal developments or industrial or regional matters specifically affecting Oregon.

(c) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(d) Distributions to shareholders. Distributions from net investment income of the Fund are declared each business day to shareholders of record and are paid monthly. The Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from federal and certain state income taxes, to retain such tax-exempt status when distributed to the shareholders of the Fund. Distributions of net realized gains, if any, are taxable and are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

(g) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute

 

Western Asset Oregon Municipals Fund 2023 Annual Report       23  


Notes to financial statements (cont’d)

 

its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of April 30, 2023, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

(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. During the current year, the Fund had no reclassifications.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Western Asset Management Company, LLC (“Western Asset”) is the Fund’s subadviser. LMPFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.45% of the Fund’s average daily net assets.

Prior to December 1, 2022, the Fund paid an investment management fee, calculated daily and paid monthly, in accordance with the following breakpoint schedule:

 

Average Daily Net Assets      Annual Rate  
First $500 million        0.500
Over $500 million        0.480  

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund.

As a result of expense limitation arrangements between the Fund and LMPFA, the ratio of total annual fund operating expenses, other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class A, Class C and Class I shares did not exceed 0.75%, 1.30% and 0.55 (0.60% prior to December 1, 2022), respectively. These expense limitation arrangements cannot be terminated prior to December 31, 2024 without the Board of Trustees’ consent.

During the year ended April 30, 2023, fees waived and/or expenses reimbursed amounted to $146,493.

 

24     Western Asset Oregon Municipals Fund 2023 Annual Report


 

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

Pursuant to these arrangements, at April 30, 2023, the Fund had remaining fee waivers and/or expense reimbursements subject to recapture by LMPFA and respective dates of expiration as follows:

 

      Class A      Class C      Class I  
Expires April 30, 2024    $ 68,933      $ 5,004      $ 68,451  
Expires April 30, 2025      63,826        2,899        79,768  
Total fee waivers/expense reimbursements subject to recapture    $ 132,759      $ 7,903      $ 148,219  

For the year ended April 30, 2023, LMPFA did not recapture any fees.

Franklin Templeton Investor Services, LLC (“Investor Services”) serves as the Fund’s shareholder servicing agent and acts as the Fund’s transfer agent and dividend-paying agent. Investor Services is an indirect, wholly-owned subsidiary of Franklin Resources. Franklin Distributors, LLC (“Franklin Distributors”) serves as the Fund’s sole and exclusive distributor. Franklin Distributors is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources.

There is a maximum initial sales charge of 3.75% (4.25% prior to August 15, 2022) for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 1.00% on Class C shares, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by Franklin Distributors, equal or exceed $250,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended April 30, 2023, sales charges retained by and CDSCs paid to Franklin Distributors and its affiliates, if any, were as follows:

 

      Class A  
Sales charges    $ 5  
CDSCs      45  

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

The Fund is permitted to purchase or sell short-term variable rate demand obligations from or to certain other affiliated funds or portfolios under specified conditions outlined in

 

Western Asset Oregon Municipals Fund 2023 Annual Report       25  


Notes to financial statements (cont’d)

 

procedures adopted by the Board of Trustees. The procedures have been designed to provide assurance that any purchase or sale of securities by the Fund from or to another fund or portfolio that is, or could be considered, an affiliate by virtue of having a common investment manager or subadviser (or affiliated investment manager or subadviser), common Trustees and/or common officers complies with Rule 17a-7 under the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. For the year ended April 30, 2023, such purchase and sale transactions (excluding accrued interest) were $13,550,000 and $13,050,000, respectively.

3. Investments

During the year ended April 30, 2023, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases    $ 2,756,511  
Sales      8,677,091  

At April 30, 2023, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost     

Gross

Unrealized

Appreciation

    

Gross

Unrealized

Depreciation

    

Net

Unrealized

Depreciation

 
Securities    $ 51,049,561      $ 133,219      $ (1,879,945)      $ (1,746,726)  

4. Derivative instruments and hedging activities

During the year ended April 30, 2023, the Fund did not invest in derivative instruments.

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

The Fund has adopted a Rule 12b-1 shareholder services and distribution plan and under that plan the Fund pays service and/or distribution fees with respect to its Class A and Class C shares calculated at the annual rate of 0.15% and 0.70% of the average daily net assets of each class, respectively. Service and/or distribution fees are accrued daily and paid monthly.

For the year ended April 30, 2023, class specific expenses were as follows:

 

       

Service and/or

Distribution Fees

      

Transfer Agent

Fees

 
Class A      $ 36,878        $ 14,500  
Class C        7,922          641  
Class I                 22,859  
Total      $ 44,800        $ 38,000  

 

26     Western Asset Oregon Municipals Fund 2023 Annual Report


 

For the year ended April 30, 2023, waivers and/or expense reimbursements by class were as follows:

 

       

Waivers/Expense

Reimbursements

 
Class A      $ 63,827  
Class C        2,899  
Class I        79,767  
Total      $ 146,493  

6. Distributions to shareholders by class

 

     

Year Ended

April 30, 2023

    

Year Ended

April 30, 2022

 
Net Investment Income:                  
Class A    $ 519,693      $ 640,310  
Class C      17,780        30,782  
Class I      588,196        590,370  
Total    $ 1,125,669      $ 1,261,462  

7. Shares of beneficial interest

At April 30, 2023, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

     Year Ended
April 30, 2023
     Year Ended
April 30, 2022
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      189,445      $ 1,818,918        148,493      $ 1,554,451  
Shares issued on reinvestment      51,290        488,961        55,472        580,041  
Shares repurchased      (785,350)        (7,445,289)        (779,022)        (7,976,256)  
Net decrease      (544,615)      $ (5,137,410)        (575,057)      $ (5,841,764)  
Class C                                    
Shares sold      11,512      $ 106,350        2,059      $ 21,520  
Shares issued on reinvestment      1,860        17,665        2,935        30,648  
Shares repurchased      (76,504)        (726,275)        (138,277)        (1,443,026)  
Net decrease      (63,132)      $ (602,260)        (133,283)      $ (1,390,858)  

 

Western Asset Oregon Municipals Fund 2023 Annual Report       27  


Notes to financial statements (cont’d)

 

     Year Ended
April 30, 2023
     Year Ended
April 30, 2022
 
      Shares      Amount      Shares      Amount  
Class I                                    
Shares sold      1,513,638      $ 14,519,409        673,841      $ 7,065,541  
Shares issued on reinvestment      59,276        565,324        54,416        568,895  
Shares repurchased      (1,523,291)        (14,489,806)        (740,552)        (7,678,066)  
Net increase (decrease)      49,623      $ 594,927        (12,295)      $ (43,630)  

8. Redemption facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, the “Borrowers”) managed by Franklin Resources or its affiliates, is a borrower in a joint syndicated senior unsecured credit facility totaling $2.675 billion (the “Global Credit Facility”). The Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests. Unless renewed, the Global Credit Facility will terminate on February 2, 2024.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in the Statement of Operations. The Fund did not utilize the Global Credit Facility during the year ended April 30, 2023.

9. Income tax information and distributions to shareholders

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

 

        2023        2022  
Distributions paid from:                      
Tax-exempt income      $ 1,125,571        $ 1,261,462  
Ordinary income        98           
Total distributions paid      $ 1,125,669        $ 1,261,462  

As of April 30, 2023, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed tax-exempt income — net      $ 64,887  
Deferred capital losses*        (2,881,064)  
Other book/tax temporary differences(a)        (33,836)  
Unrealized appreciation (depreciation)(b)        (1,746,726)  
Total distributable earnings (loss) — net      $ (4,596,739)  

 

28     Western Asset Oregon Municipals Fund 2023 Annual Report


 

*

These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains.

 

(a) 

Other book/tax temporary differences are attributable to book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and the difference between book and tax accretion methods for market discount on fixed income securities.

10. Recent accounting pronouncement

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021 and December 2022, the FASB issued ASU No. 2021-01 and ASU No. 2022-06, 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 London Interbank Offered Rate (LIBOR) and other interbank-offered based reference rates as of the end of 2021 for certain LIBOR settings and 2023 for the remainder. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2024. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

11. Other matter

The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023. All other LIBOR settings, including the one-week and two-month USD LIBOR settings, have ceased publication as of January 1, 2022. In March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board will effectively automatically replace the USD LIBOR benchmark in the contract after June 30, 2023. The recommended benchmark replacement will be based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. There remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally.

 

Western Asset Oregon Municipals Fund 2023 Annual Report       29  


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Partners Income Trust and Shareholders of Western Asset Oregon Municipals Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Oregon Municipals Fund (one of the funds constituting Legg Mason Partners Income Trust, referred to hereafter as the “Fund”) as of April 30, 2023, the related statement of operations for the year ended April 30, 2023, the statement of changes in net assets for each of the two years in the period ended April 30, 2023, including the related notes, and the financial highlights for each of the five years in the period ended April 30, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2023 and the financial highlights for each of the five years in the period ended April 30, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

June 20, 2023

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

 

30     Western Asset Oregon Municipals Fund 2023 Annual Report


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Western Asset Oregon Municipals Fund (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Franklin Templeton, 280 Park Avenue, 8th Floor, New York, New York 10017.

Information pertaining to the Trustees and officers of the Fund is set forth below. The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request by calling the Fund at 877-6LM-FUND/656-3863.

 

Independent Trustees
Robert Abeles, Jr.
Year of birth   1945
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during the past five years  

Board Member of Excellent Education Development

(since 2012); Senior Vice President Emeritus (since 2016) and

formerly, Senior Vice President, Finance and Chief Financial

Officer (2009 to 2016) at University of Southern California; and

formerly, Board Member of Great Public Schools Now (2018 to 2022)

Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years   None
Jane F. Dasher
Year of birth   1949
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 1999
Principal occupation(s) during the past five years  

Director (since 2022) and formerly, Chief Financial Officer, Long

Light Capital, LLC, formerly known as Korsant Partners, LLC (a

family investment company) (since 1997)

Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years   Formerly, Director, Visual Kinematics, Inc. (2018 to 2022)
Anita L. DeFrantz
Year of birth   1952
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 1998
Principal occupation(s) during the past five years  

President of Tubman Truth Corp. (since 2015); Vice President

(since 2017), Member of the Executive Board (since 2013) and

Member of the International Olympic Committee (since 1986);

and President Emeritus (since 2015) and formerly, President

(1987 to 2015) and Director (1990 to 2015) of LA84 (formerly

Amateur Athletic Foundation of Los Angeles)

Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years   None

 

Western Asset Oregon Municipals Fund       31  


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Independent Trustees (cont’d)
Susan B. Kerley
Year of birth   1951
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 1992
Principal occupation(s) during the past five years   Investment Consulting Partner, Strategic Management Advisors, LLC (investment consulting) (since 1990)
Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years  

Director and Trustee (since 1990) and Chairman (since 2017

and 2005 to 2012) of various series of MainStay Family of Funds

(66 funds); formerly, Chairman of the Independent Directors Council (2012 to 2014); ICI Executive Committee (2011 to 2014);

and Investment Company Institute (ICI) Board of Governors (2006 to 2014)

Michael Larson
Year of birth   1959
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years   Chief Investment Officer for William H. Gates III (since 1994)4
Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years  

Ecolab Inc. (since 2012); Fomento Economico Mexicano, SAB (since 2011); Republic Services, Inc. (since 2009); and formerly,

AutoNation, Inc. (2010 to 2018)

Avedick B. Poladian
Year of birth   1951
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years  

Director and Advisor (since 2017) and formerly, Executive Vice President and Chief Operating Officer (2002 to 2016) of Lowe Enterprises, Inc. (privately held real estate and hospitality firm);

and formerly, Partner, Arthur Andersen, LLP (1974 to 2002)

Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years  

Public Storage (since 2010); Occidental Petroleum Corporation

(since 2008); and formerly, California Resources Corporation (2014 to 2021)

 

32     Western Asset Oregon Municipals Fund


    

 

Independent Trustees (cont’d)
William E.B. Siart
Year of birth   1946
Position(s) with Fund   Trustee and Chairman of the Board
Term of office1 and length of time served2   Since 1997 (Chairman of the Board since 2020)
Principal occupation(s) during the past five years  

Chairman of Excellent Education Development (since 2000);

formerly, Chairman of Great Public Schools Now (2015 to 2020);

Trustee of The Getty Trust (2005 to 2017); and Chairman of Walt

Disney Concert Hall, Inc. (1998 to 2006)

Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years  

Trustee, University of Southern California (since 1994); and formerly, Member of Board of United States Golf Association,

Executive Committee Member (2017 to 2021)

Jaynie Miller Studenmund
Year of birth   1954
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 2004
Principal occupation(s) during the past five years  

Corporate Board Member and Advisor (since 2004); formerly,

Chief Operating Officer of Overture Services, Inc. (publicly traded

internet company that created search engine marketing) (2001 to

2004); President and Chief Operating Officer, PayMyBills (internet innovator in bill presentment/payment space) (1999 to

2001); and Executive vice president for consumer and business

banking for three national financial institutions (1984 to 1997)

Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years  

Director of Pacific Premier Bancorp Inc. and Pacific Premier Bank

(since 2019); Director of EXL (operations management and analytics company) (since 2018); formerly, Director of LifeLock,

Inc. (identity theft protection company) (2015 to 2017); Director

of CoreLogic, Inc. (information, analytics and business services

company) (2012 to 2021); and Director of Pinnacle Entertainment, Inc. (gaming and hospitality company) (2012 to 2018)

Peter J. Taylor
Year of birth   1958
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 2019
Principal occupation(s) during the past five years  

Retired; formerly, President, ECMC Foundation (nonprofit organization) (2014 to 2023); and Executive Vice President and

Chief Financial Officer for University of California system (2009 to 2014)

Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years  

Director of 23andMe, Inc. (genetics and health care services

company) (since 2021); Director of Pacific Mutual Holding Company5 (since 2016); Ralph M. Parson Foundation (since 2015); Edison International (since 2011); formerly, Member of the Board of Trustees of California State University system (2015 to 2022); and Kaiser Family Foundation (2012 to 2022)

 

Western Asset Oregon Municipals Fund       33  


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Interested Trustee
Ronald L. Olson6
Year of birth   1941
Position(s) with Fund   Trustee
Term of office1 and length of time served2   Since 2005
Principal occupation(s) during the past five years   Partner of Munger, Tolles & Olson LLP (a law partnership) (since 1968)
Number of funds in fund complex overseen by Trustee3   51
Other Trusteeships held by Trustee during the past five years   Director of Provivi, Inc. (since 2017); and Director of Berkshire Hathaway, Inc. (since 1997)
 
Interested Trustee and Officer
Jane Trust, CFA7
Year of birth   1962
Position(s) with Fund   Trustee, President and Chief Executive Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 126 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee3   126
Other Trusteeships held by Trustee during the past five years   None
 
Additional Officers

Ted P. Becker
Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

Year of birth   1951
Position(s) with Fund   Chief Compliance Officer
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason, Inc. (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020)

 

34     Western Asset Oregon Municipals Fund


    

 

Additional Officers (cont’d)

Susan Kerr
Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

Year of birth   1949
Position(s) with Fund   Chief Anti-Money Laundering Compliance Officer
Term of office1 and length of time served2   Since 2013
Principal occupation(s) during the past five years   Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of Franklin Distributors, LLC; formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020)

Marc A. De Oliveira
Franklin Templeton

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

Year of birth   1971
Position(s) with Fund   Secretary and Chief Legal Officer
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Associate General Counsel of Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020)

Thomas C. Mandia
Franklin Templeton

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

Year of birth   1962
Position(s) with Fund   Senior Vice President
Term of office1 and length of time served2   Since 2020
Principal occupation(s) during the past five years   Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)

 

Western Asset Oregon Municipals Fund       35  


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers (cont’d)

Christopher Berarducci
Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

Year of birth   1974
Position(s) with Fund   Treasurer and Principal Financial Officer
Term of office1 and length of time served2   Since 2019
Principal occupation(s) during the past five years   Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.

Jeanne M. Kelly
Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

Year of birth   1951
Position(s) with Fund   Senior Vice President
Term of office1 and length of time served2   Since 2007
Principal occupation(s) during the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

Trustees who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

 

1 

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

 

2 

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

 

3 

Each board member also serves as a Director of Western Asset Investment Grade Income Fund Inc. and a Trustee of Western Asset Premier Bond Fund (closed-end investment companies), which are considered part of the same fund complex. Additionally, each board member serves as a Trustee of Western Asset Inflation-Linked Income Fund and Western Asset Inflation-Linked Opportunities & Income Fund, closed-end investment companies that are part of the same fund complex.

 

4 

Mr. Larson is the chief investment officer for William H. Gates III and in that capacity oversees the investments of Mr. Gates and the investments of the Bill and Melinda Gates Foundation Trust (such combined investments are referred to as the “Accounts”). Since 1997, Western Asset has provided discretionary investment advice with respect to one or more Accounts.

 

5 

Western Asset and its affiliates provide investment advisory services with respect to registered investment companies sponsored by an affiliate of Pacific Mutual Holding Company (“Pacific Holdings”). Affiliates of Pacific Holdings receive compensation from LMPFA or its affiliates for shareholder or distribution services provided with respect to registered investment companies for which Western Asset or its affiliates serve as investment adviser.

 

36     Western Asset Oregon Municipals Fund


    

 

6 

Mr. Olson is an “interested person” of the Fund, as defined in the 1940 Act, because his law firm has provided legal services to Western Asset.

 

7 

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

 

Western Asset Oregon Municipals Fund       37  


Important tax information (unaudited)

 

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

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

The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended April 30, 2023:

 

        Pursuant to:      Amount Reported  
Exempt-Interest Dividends Distributed        §852(b)(5)(A)        $1,125,571  
Section 163(j) Interest Earned        §163(j)        $114  

 

38     Western Asset Oregon Municipals Fund


Western Asset

Oregon Municipals Fund

 

Trustees

Robert Abeles, Jr.

Jane F. Dasher

Anita L. DeFrantz

Susan B. Kerley

Michael Larson

Ronald L. Olson

Avedick B. Poladian

William E.B. Siart

Chairman

Jaynie M. Studenmund

Peter J. Taylor

Jane Trust

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Western Asset Management Company, LLC

Distributor

Franklin Distributors, LLC

Custodian

The Bank of New York Mellon

Transfer agent

Franklin Templeton Investor

Services, LLC

3344 Quality Drive

Rancho Cordova, CA 95670-7313

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

Western Asset Oregon Municipals Fund

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

Western Asset Oregon Municipals Fund

Legg Mason Funds

620 Eighth Avenue, 47th Floor

New York, NY 10018

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 877-6LM-FUND/656-3863.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 877-6LM-FUND/656-3863, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of Western Asset Oregon Municipals Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.

 

Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

www.franklintempleton.com

© 2023 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.


Legg Mason Funds Privacy and Security Notice

 

Your Privacy Is Our Priority

Franklin Templeton* is committed to safeguarding your personal information. This notice is designed to provide you with a summary of the non-public personal information Franklin Templeton may collect and maintain about current or former individual investors; our policy regarding the use of that information; and the measures we take to safeguard the information. We do not sell individual investors’ non-public personal information to anyone and only share it as described in this notice.

Information We Collect

When you invest with us, you provide us with your non-public personal information. We collect and use this information to service your accounts and respond to your requests. The non-public personal information we may collect falls into the following categories:

 

 

Information we receive from you or your financial intermediary on applications or other forms, whether we receive the form in writing or electronically. For example, this information may include your name, address, tax identification number, birth date, investment selection, beneficiary information, and your personal bank account information and/or email address if you have provided that information.

 

 

Information about your transactions and account history with us, or with other companies that are part of Franklin Templeton, including transactions you request on our website or in our app. This category also includes your communications to us concerning your investments.

 

 

Information we receive from third parties (for example, to update your address if you move, obtain or verify your email address or obtain additional information to verify your identity).

 

 

Information collected from you online, such as your IP address or device ID and data gathered from your browsing activity and location. (For example, we may use cookies to collect device and browser information so our website recognizes your online preferences and device information.) Our website contains more information about cookies and similar technologies and ways you may limit them.

 

 

Other general information that we may obtain about you such as demographic information.

Disclosure Policy

To better service your accounts and process transactions or services you requested, we may share non-public personal information with other Franklin Templeton companies. From time to time we may also send you information about products/services offered by other Franklin Templeton companies although we will not share your non-public personal information with these companies without first offering you the opportunity to prevent that sharing.

We will only share non-public personal information with outside parties in the limited circumstances permitted by law. For example, this includes situations where we need to share information with companies who work on our behalf to service or maintain your account or process transactions you requested, when the disclosure is to companies assisting us with our own marketing efforts, when the disclosure is to a party representing you, or when required by law (for example, in response to legal process). Additionally, we will ensure that any outside

 

NOT PART OF THE ANNUAL REPORT


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

 

companies working on our behalf, or with whom we have joint marketing agreements, are under contractual obligations to protect the confidentiality of your information, and to use it only to provide the services we asked them to perform.

Confidentiality and Security

Our employees are required to follow procedures with respect to maintaining the confidentiality of our investors’ non-public personal information. Additionally, we maintain physical, electronic and procedural safeguards to protect the information. This includes performing ongoing evaluations of our systems containing investor information and making changes when appropriate.

At all times, you may view our current privacy notice on our website at franklintempleton.com or contact us for a copy at (800) 632-2301.

*For purposes of this privacy notice Franklin Templeton shall refer to the following entities:

Fiduciary Trust International of the South (FTIOS), as custodian for individual retirement plans Franklin Advisers, Inc.

Franklin Distributors, LLC, including as program manager of the Franklin Templeton 529 College Savings Plan and the NJBEST 529 College Savings Plan

Franklin Mutual Advisers, LLC

Franklin, Templeton and Mutual Series Funds

Franklin Templeton Institutional, LLC

Franklin Templeton Investments Corp., Canada

Franklin Templeton Investments Management, Limited UK

Franklin Templeton Portfolio Advisors, Inc.

Legg Mason Funds serviced by Franklin Templeton Investor Services, LLC

Templeton Asset Management, Limited

Templeton Global Advisors, Limited

Templeton Investment Counsel, LLC

If you are a customer of other Franklin Templeton affiliates and you receive notices from them, you will need to read those notices separately.

 

NOT PART OF THE ANNUAL REPORT


www.franklintempleton.com

© 2023 Franklin Distributors, LLC, Member FINRA/SIPC. All rights reserved.

FD0955 06/23 SR23-4669


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit-Related Fees. The aggregate fees billed in the last two fiscal years ending April 30, 2022 and April 30, 2023 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $28,514 in April 30, 2022 and $28,514 in April 30, 2023.

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in April 30, 2022 and $0 in April 30, 2023.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $9,750 in April 30, 2022 and $9,750 in April 30, 2023. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) for the Item 4 for the Legg Mason Partners Income Trust, were $0 in April 30, 2022 and $0 in April 30, 2023.

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

(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

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


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

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

(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Income Trust, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Legg Mason Partners Income Trust during the reporting period were $343,489 in April 30, 2022 and $350,359 in April 30, 2023.

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

(i) Not applicable.

(j) Not applicable.


ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

  a)

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

Robert Abeles, Jr.

Jane F. Dasher

Anita L. DeFrantz

Susan B. Kerley

Michael Larson

Avedick B. Poladian

William E.B. Siart

Jaynie M. Studenmund

Peter J. Taylor

 

  b)

Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

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

 

  (b)

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


ITEM 12.

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

Not applicable.

 

ITEM 13.

EXHIBITS.

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

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

 

Legg Mason Partners Income Trust
By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   June 26, 2023

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

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   June 26, 2023

 

By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   June 26, 2023