N-CSR 1 d146208dncsr.htm WESTERN ASSET CALIFORNIA MUNICIPALS FUND Western Asset California 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: 1-877-721-1926

Date of fiscal year end: February 29

Date of reporting period: February 28, 2021

 

 

 


ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   February 28, 2021

WESTERN ASSET

CALIFORNIA MUNICIPALS

FUND

 

 

 

The Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your Service Agent or financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically (“e-delivery”), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your Service Agent or, if you are a direct shareholder with the Fund, by calling 1-877-721-1926.

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

 

LOGO

 

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


What’s inside      
Letter from the president     II  
Fund overview     1  
Fund at a glance     7  
Fund expenses     8  
Fund performance     10  
Schedule of investments     12  
Statement of assets and liabilities     22  
Statement of operations     23  
Statements of changes in net assets     24  
Financial highlights     25  
Notes to financial statements     29  
Report of independent registered public accounting firm     41  
Statement regarding liquidity risk management program     42  
Additional information     44  
Important tax information     51  

Fund objective

The Fund seeks to provide California investors with as high a level of current income exempt from regular federal income taxes and California state personal income taxes as is consistent with 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.

 

Letter from the president

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Western Asset California Municipals Fund for the twelve-month reporting period ended February 28, 2021. 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.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.leggmason.com. Here you can gain immediate access to market and investment information, including:

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

March 31, 2021

 

 

II

   Western Asset California Municipals Fund


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund seeks to provide California investors with as high a level of current income exempt from regular federal income taxes and California state personal income taxes as is consistent with the preservation of capital. We select securities primarily by identifying undervalued sectors and individual securities, while also selecting securities we believe will benefit from changes in market conditions.

Under normal circumstances, the Fund invests at least 80% of its assets in California municipal securities and other investments with similar economic characteristics, the interest on which is exempt from regular federal income tax and California state personal income tax but which may be subject to the federal alternative minimum tax (“AMT”). California municipal securities include debt obligations issued by the State of California 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.

The Fund normally invests in intermediate-term and long-term municipal securities that have remaining maturities from one to more than thirty years at the time of purchase. The Fund focuses on investment grade bonds (that is, securities rated in the Baa/BBB categories or above or, if unrated or we deemed to be unrated, securities we determined to be of comparable credit quality), but may invest up to 20% of its assets in below investment grade bonds (commonly known 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 instruments such as 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. The Fund may use one or more types of these instruments without limit, except that these instruments are taken into account when determining compliance with the Fund’s 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 durationi) 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 subadviser, 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 California Municipals Fund 2021 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 elevated volatility and, overall, posted a modest gain over the twelve-month reporting period ended February 28, 2021. Volatility was driven by a number of factors, including risk aversion as the COVID-19 pandemic escalated, sharply falling and then rising global growth, trade conflicts, inflation concerns, and a number of geopolitical events. Most spread sectors (non-Treasuries) outperformed similar duration Treasuries, especially as the reporting period progressed. This was driven by continued monetary policy accommodation from the Federal Reserve Board (the “Fed”)ii and the rollout of several COVID-19 vaccines, which triggered increased investor risk appetite.

Short-term U.S. Treasury yields moved sharply lower, as the Fed held the federal funds rateiii in a range between 0.00% and 0.25% for much of the reporting period. The yield for the two-year Treasury note began the reporting period at 0.86% and ended the period at 0.14%. In contrast, long-term U.S. Treasury yields moved sharply higher. Much of this increase occurred late in the reporting period, as positive economic data triggered inflationary concerns and fears that the Fed may remove its monetary policy accommodations sooner than previously anticipated. The yield for the ten-year Treasury began the reporting period at 1.13% and ended the reporting period at 1.44%. The low for the reporting period was 0.52% on August 4, 2020 and the high of 1.54% occurred on February 25, 2021.

The municipal bond market generated a modest gain and lagged its taxable bond counterpart during the twelve-month reporting period. Over that time, the Bloomberg Barclays Municipal Bond Indexiv and the Bloomberg Barclays U.S. Aggregate Indexv returned 1.06% and 1.38%, respectively. Both the taxable and tax-free markets were negatively impacted by rising long-term interest rates.

California’s fortunes have materially improved since Governor Newsom shocked the market in May 2020, projecting a $54 billion deficit through June of 2021. Most of the shortfall came from expected revenue weakness. Through the end of January 2021, income tax revenue — which comprises nearly 70% of the state’s revenue — came in $9.8 billion better than anticipated, which was attributed to lower-than-expected unemployment among highly paid workers, while total revenue was nearly $11 billion more. The state has also received billions in federal aid. The governor has presented his budget for fiscal year 2022, which begins July 1, 2021. He is anticipating a $15 billion surplus. Positively, the state will work to replenish reserves that were drawn down during the COVID-19 crisis. The state’s unemployment rate in February 2021 was 9.0% higher than the nation’s 6.2% continuing its Great Recession pattern. However, California’s subsequent economic improvement outpaced the nation, which we expect the state to repeat as the pandemic subsides.

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

A. There were several adjustments to the Fund during the reporting period. We increased its duration over the period. We increased the Fund’s allocations to the Education, Health Care and Transportation sectors, whereas we pared its exposures to State and Local General Obligation bonds, as measured by duration. From a quality perspective, we added

 

 

2

    Western Asset California Municipals Fund 2021 Annual Report


 

to Fund’s exposures to BBB and below investment-grade securities, while reducing its allocation to AA-rated bonds.

We employed the use of U.S. Treasury futures during the reporting period to manage duration. This strategy detracted from the Fund’s performance.

Performance review

For the twelve months ended February 28, 2021, Class A shares of Western Asset California Municipals Fund, excluding sales charges, returned -0.70%. The Fund’s unmanaged benchmark, the Bloomberg Barclays California Municipal Bond Indexvi, returned 0.60% for the same period. The Lipper California Municipal Debt Funds Category Averagevii returned -0.04% 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 February 28, 2021
(unaudited)
 
(excluding sales charges)   6 months     12 months  
Western Asset California Municipals Fund:    

Class A

    1.10     -0.70

Class C

    0.90     -1.18

Class I

    1.19     -0.53

Class IS

    1.39     -0.30
Bloomberg Barclays California Municipal Bond Index     0.28     0.60
Lipper California Municipal Debt Funds Category Average     1.57     -0.04

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, maybe worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/mutualfunds.

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

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 February 28, 2021 for Class A, Class C, Class I and Class IS shares were 0.68%, 0.20%, 0.89% and 1.39%, respectively. Absent fee waivers and/or expense reimbursements, the 30-Day SEC Yield for Class C and Class I shares would have been 0.19% and 0.87%, respectively. The 30-Day SEC Yields, 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.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

3

 


Fund overview (cont’d)

 

Total Annual Operating Expenses (unaudited)

As of the Fund’s current prospectus dated June 30, 2020, the gross total annual fund operating expense ratios for Class A, Class C, Class I and Class IS shares were 0.77%, 1.33%, 0.61% and 0.90%, respectively.

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

As a result of 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 will not exceed 0.60% for Class I shares and 0.55% for Class IS shares. In addition, the ratio of total annual fund operating expenses for Class IS shares will not exceed the ratio of total annual fund operating expenses for Class I shares. This expense limitation arrangement cannot be terminated prior to December 31, 2022 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’ 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. The largest contributor to the Fund’s relative performance during the reporting period was its sector allocation. In particular, an overweight to Industrial Revenue was the most additive for returns.

In terms of security selection, holdings in the Education sector were the most beneficial for performance.

Q. What were the leading detractors from performance?

A. The largest detractor from the Fund’s relative performance was its ratings positioning. In particular, an overweight to municipal bonds rated BBB and an opportunistic exposure to below investment-grade securities were negative for results, as lower rated issues lagged their higher rated counterparts over the twelve-month reporting period.

Looking at sector allocation, an underweight to State General Obligation bonds and an overweight to Housing were the largest headwinds for results. In terms of security selection, holdings in the Leasing sector and hospitals (in the Health Care sector) were drags on performance.

Finally, yield curveviii positioning detracted from returns, driven by overweights to the 20-year and 30-year portions of the curve.

 

 

4

    Western Asset California Municipals Fund 2021 Annual Report


 

Thank you for your investment in Western Asset California 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

March 15, 2021

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, public perceptions, and other factors. Lower rated, higher yielding bonds known as “junk bonds” are subject to greater credit risk, including the risk of default, than higher rated obligations. As a non-diversified fund, it can invest a larger percentage of its assets in fewer issues than a diversified fund, which may magnify the Fund’s losses from events affecting a particular issuer. 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 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 may have a potentially large impact on Fund performance. 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.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

5

 


Fund overview (cont’d)

 

i 

Duration is the measure of the price sensitivity of a fixed income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

 

ii 

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

 

iii 

The federal funds rate is the target interest rate set by the Federal Open Market Committee at which commercial banks borrow and lend their excess reserves to each other overnight.

 

iv 

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

 

v 

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

 

vi 

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

 

vii 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended February 28, 2021, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 123 funds for the six-month period and among the 121 funds for the twelve-month period in the Fund’s Lipper category, and excluding sales charges, if any.

 

viii 

The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

 

 

6

    Western Asset California Municipals Fund 2021 Annual Report


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 February 28, 2021 and February 29, 2020 and does not include derivatives, such as futures contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

7

 


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 September 1, 2020 and held for the six months ended February 28, 2021.

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     1.10   $ 1,000.00     $ 1,011.00       0.78   $ 3.89       Class A     5.00   $ 1,000.00     $ 1,020.93       0.78   $ 3.91  
Class C     0.90       1,000.00       1,009.00       1.31       6.53       Class C     5.00       1,000.00       1,018.30       1.31       6.56  
Class I     1.19       1,000.00       1,011.90       0.60       2.99       Class I     5.00       1,000.00       1,021.82       0.60       3.01  
Class IS     1.39       1,000.00       1,013.90       0.26       1.30       Class IS     5.00       1,000.00       1,023.51       0.26       1.30  

 

 

 

8

    Western Asset California Municipals Fund 2021 Annual Report


 

1  

For the six months ended February 28, 2021.

 

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.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

9

 


Fund performance (unaudited)

 

Average annual total returns                     
Without sales charges1    Class A      Class C      Class I      Class IS  
Twelve Months Ended 2/28/21      -0.70      -1.18      -0.53      -0.30
Five Years Ended 2/28/21      2.84        2.28        3.00        N/A  
Ten Years Ended 2/28/21      4.48        3.90        4.63        N/A  
Inception* through 2/28/21                           2.27  
With sales charges2    Class A      Class C      Class I      Class IS  
Twelve Months Ended 2/28/21      -4.90      -2.14      -0.53      -0.30
Five Years Ended 2/28/21      1.94        2.28        3.00        N/A  
Ten Years Ended 2/28/21      4.03        3.90        4.63        N/A  
Inception* through 2/28/21                           2.27  

 

Cumulative total returns       
Without sales charges1        
Class A (2/28/11 through 2/28/21)      55.05
Class C (2/28/11 through 2/28/21)      46.67  
Class I (2/28/11 through 2/28/21)      57.30  
Class IS (Inception date of 8/9/19 through 2/28/21)      3.55  

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%. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment.

*

Inception dates for Class A, C, I and IS shares are April 9, 1984, November 14, 1994, March 2, 2007 and August 9, 2019, respectively.

 

 

10

    Western Asset California Municipals Fund 2021 Annual Report


 

Historical performance

Value of $10,000 invested

Class A shares of Western Asset California Municipals Fund vs. Bloomberg Barclays California Municipal Bond Index and Lipper California Municipal Debt Funds Category Average† — February 2011 — February 2021

 

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 California Municipals Fund on February 28, 2011, 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 February 28, 2021. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Barclays California Municipal Bond Index and the Lipper California Municipal Debt Funds Category Average. The Bloomberg Barclays California Municipal Bond Index (the “Index”) is a market value weighted index of California investment grade (Baa3/BBB- or higher) fixed-rate municipal bonds with maturities of one year or more. The Index is unmanaged and 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 California 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.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

11

 


Schedule of investments

February 28, 2021

 

Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  
Municipal Bonds — 98.7%                                

Education — 9.1%

                               

California State Enterprise Development Authority Revenue:

                               

Provident Group SDSU Properties LLC, M@College Project, Series A

    5.000     8/1/45     $ 500,000     $ 600,545  

Provident Group SDSU Properties LLC, M@College Project, Series A

    5.000     8/1/55       600,000       712,380  

California State Infrastructure & Economic Development Bank Revenue:

                               

Academy of Motion Picture Arts & Sciences Project, Refunding

    5.000     11/1/41       4,500,000       4,986,045  

UCSF 2130 Third Street

    5.000     5/15/42       6,105,000       7,351,458  

California State School Finance Authority Revenue:

                               

KIPP LA Project, Series A

    5.000     7/1/45       1,650,000       1,839,618  (a)  

KIPP LA Project, Series A

    5.000     7/1/47       1,750,000       2,025,572  (a)  

KIPP LA Project, Series A

    4.000     7/1/50       1,135,000       1,274,435  (a)  

California State University Revenue:

                               

Systemwide, Series A, Refunding

    5.000     11/1/38       2,500,000       3,026,450  

Systemwide, Series C

    4.000     11/1/45       6,000,000       7,033,740  

California Statewide CDA Revenue:

                               

College Housing, NCCD Hooper Street LLC

    5.250     7/1/39       1,300,000       1,434,433  (a)  

College Housing, NCCD Hooper Street LLC

    5.250     7/1/49       1,000,000       1,084,080  (a)  

Pittsburg, CA, Unified School District Financing Authority Revenue, GO, AGM

    5.000     9/1/47       3,000,000       3,648,900  

San Bernardino, CA, USD Revenue, COP, 2019 School Financing Project, AGM

    5.000     10/1/38       500,000       609,485  

Total Education

                            35,627,141  

Health Care — 11.4%

                               

ABAG Finance Authority for Nonprofit Corps., CA, Revenue, Sharp HealthCare, Series A

    5.000     8/1/43       5,000,000       5,457,500  

California State Health Facilities Financing Authority Revenue:

                               

Commonspirit Health, Series A, Refunding

    4.000     4/1/45       2,000,000       2,279,160  

Lucile Salter Packard Children’s Hospital at Stanford

    5.000     11/15/49       2,500,000       2,976,700  

Lucile Salter Packard Children’s Hospital at Stanford, Series B

    5.000     8/15/55       2,000,000       2,310,480  

Providence St. Joseph Health, Series C

    5.000     10/1/25       6,750,000       8,065,103  (b)(c) 

Stanford Hospital & Clinics, Series A

    5.000     8/15/51       10,000,000       10,600,600  

 

See Notes to Financial Statements.

 

 

12

    Western Asset California Municipals Fund 2021 Annual Report


Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Health Care — continued

                               

California State MFA Revenue:

                               

Channing House Project, Series A, Refunding, CMI

    5.000     5/15/35     $ 500,000     $ 607,145  

Humangood Obligated Group, Series A, Refunding

    4.000     10/1/39       750,000       828,825  

Humangood Obligated Group, Series A, Refunding

    4.000     10/1/44       1,000,000       1,095,680  

California Statewide CDA Revenue:

                               

899 Charleston Project, Series A

    5.000     11/1/29       1,635,000       1,712,270  (a)  

Adventist Health System/West

    5.000     3/1/27       2,570,000       3,085,619  (b)(c) 

Front Porch Communities & Services

    5.000     4/1/47       1,300,000       1,454,986  

Los Angeles Jewish Home For The Aging, Series B, CMI

    5.000     11/15/31       1,300,000       1,661,478  

Los Angeles Jewish Home For The Aging, Series B, CMI

    5.000     11/15/32       2,000,000       2,535,000  

Total Health Care

                            44,670,546  

Housing — 3.4%

                               

California State Community Housing Agency, Essential Housing Revenue, Stoneridge Apartments, Series A

    4.000     2/1/56       1,250,000       1,328,888  (a)  

California State CSCDA Community Improvement Authority, Essential Housing Revenue, Series A

    4.000     8/1/56       2,000,000       2,164,680  

California Statewide CDA Revenue:

                               

CHF Irvine LLC, Refunding

    5.000     5/15/32       1,000,000       1,157,150  

CHF Irvine LLC, Refunding

    5.000     5/15/33       1,500,000       1,730,085  

CHF Irvine LLC, Refunding

    5.000     5/15/34       1,000,000       1,150,180  

CHF Irvine LLC, Refunding

    5.000     5/15/35       1,000,000       1,146,980  

CHF Irvine LLC, Refunding

    5.000     5/15/40       2,750,000       3,127,932  

Provident Group-Pomona Properties LLC, Series A

    5.750     1/15/45       1,475,000       1,502,848  (a)  

Total Housing

                            13,308,743  

Industrial Revenue — 17.2%

                               

California State County Tobacco Securitization Agency Revenue, Los Angeles County Securitization Corp., Series A, Refunding

    4.000     6/1/49       2,000,000       2,281,720  

California State Infrastructure & Economic Development Bank Revenue, Los Angeles County Museum of Natural History Foundation, Refunding

    4.000     7/1/50       4,000,000       4,534,080  

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

13

 


Schedule of investments (cont’d)

February 28, 2021

 

Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Industrial Revenue — continued

                               

California State MFA Special Facility Revenue, United Airlines, Inc., Los Angeles International Airport Project

    4.000     7/15/29     $ 1,000,000     $ 1,121,160  (d) 

California State PCFA Water Furnishing Revenue, Poseidon Resources Desalination Project

    5.000     11/21/45       10,500,000       11,131,575  (a)(d) 

Golden State, CA, Tobacco Securitization Corp. Revenue:

                               

Tobacco Settlement Funded, Series A-1

    5.000     6/1/35       2,000,000       2,420,860  

Tobacco Settlement Funded, Series A-1, Refunding

    5.250     6/1/47       3,125,000       3,242,312  

Tobacco Settlement Funded, Series A-2, Refunding

    5.000     6/1/47       375,000       387,930  

Long Beach, CA, Bond Finance Authority Revenue:

                               

Natural Gas Purchase, Series A

    5.000     11/15/24       10,000,000       11,601,900  

Natural Gas Purchase, Series A

    5.000     11/15/29       2,500,000       3,184,525  

Natural Gas Purchase, Series A

    5.500     11/15/37       7,970,000       11,447,072  

Northern California Energy Authority, Commodity Supply Revenue, Series A

    4.000     7/1/24       2,000,000       2,202,140  (b)(c) 

San Francisco, CA, City & County Airport Commission, International Airport Revenue, SFO Fuel Company LLC, Series A

    5.000     1/1/36       1,000,000       1,221,780  (d)  

Southern California Public Power Authority, Natural Gas Revenue, Project No. 1, Series A

    5.000     11/1/33       4,805,000       6,430,628  

Tobacco Securitization Authority of Southern California Revenue:

                               

Asset Backed Refunding, San Diego County Tobacco Asset Securitization Corporation, Class 1, Series A

    5.000     6/1/27       1,000,000       1,244,420  

Asset Backed Refunding, San Diego County Tobacco Asset Securitization Corporation, Class 2, Series B

    5.000     6/1/48       4,000,000       4,776,760  

Total Industrial Revenue

                            67,228,862  

Leasing — 6.8%

                               

Anaheim, CA, Public Financing Authority Revenue, Series A, Refunding Revenue

    5.000     5/1/39       5,500,000       6,025,030  

California State Public Works Board, Lease Revenue, Various Capital Projects, Series B

    4.000     3/1/45       1,000,000       1,152,610  

 

See Notes to Financial Statements.

 

 

14

    Western Asset California Municipals Fund 2021 Annual Report


Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Leasing — continued

                               

San Diego, CA, Public Facilities Financing Authority Revenue, Capital Improvement Project, Series A

    5.000     10/15/44     $  6,000,000     $ 6,902,700  

San Mateo - Foster City, CA, Public Financing Authority, Street & Flood Control Project

    4.000     5/1/45       1,750,000       1,995,035  

San Mateo County, CA, Joint Powers Financing Authority Lease Revenue:

                               

Capital Project, Series A

    5.000     7/15/38       3,505,000       4,295,307  

Capital Project, Series A

    5.000     7/15/43       2,000,000       2,416,180  

Stockton, CA, Public Financing Authority, Refunding

    5.000     3/1/47       3,250,000       3,809,585  

Total Leasing

                            26,596,447  

Local General Obligation — 6.6%

                               

Chino Valley, CA, USD, GO, Series B

    5.000     8/1/55       2,000,000       2,516,080  

Hartnell, CA, Community College District, GO, CAB:

                               

Series A, Refunding

    0.000     8/1/35       2,000,000       1,247,660  

Series A, Refunding

    0.000     8/1/36       2,000,000       1,188,520  

Series A, Refunding

    0.000     8/1/37       1,000,000       564,350  

Local Public Schools Funding Authority School Improvement District No. 2016-1, GO, Series A, BAM

    5.000     8/1/46       1,600,000       1,892,848  

Oxnard Union High School District, CA, GO, 2018 Election, Series A

    5.000     8/1/42       5,500,000       6,539,610  

San Diego, CA, USD, GO, CAB:

                               

Series I

    0.000     7/1/34       5,000,000       3,269,100  

Series I

    0.000     7/1/35       5,000,000       3,123,050  

Series I

    0.000     7/1/36       6,500,000       3,874,845  

Westside Union School District, Refunding, GO

    5.000     8/1/40       1,210,000       1,494,749  

Total Local General Obligation

                            25,710,812  

Other — 2.3%

                               

California State MFA Revenue:

                               

Goodwill Industries Sacramento Valley & Northern Nevada, Series A

    6.625     1/1/32       1,000,000       1,013,570  (a)  

Goodwill Industries Sacramento Valley & Northern Nevada, Series A

    6.875     1/1/42       2,000,000       2,022,500  (a)  

Senior Lien, LINXS APM Project, Series A

    5.000     12/31/43       4,000,000       4,721,760  (d)  

Lee Lake, CA, Public Financing Authority Revenue, Junior Lien, Series B, Refunding

    5.000     9/1/25       955,000       1,045,133  

Total Other

                            8,802,963  

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

15

 


Schedule of investments (cont’d)

February 28, 2021

 

Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Power — 7.0%

                               

Anaheim, CA, Housing & Public Improvements Authority Revenue:

                               

Series A

    5.000     10/1/50     $  1,400,000     $ 1,606,514  

Series C, Refunding

    5.000     10/1/45       2,250,000       2,598,053  

Los Angeles, CA, Department of Water & Power, Power System Revenue:

                               

Power System, Series A

    5.000     7/1/47       5,000,000       5,923,950  

Series C

    5.000     7/1/42       5,000,000       6,042,400  

Modesto, CA, Irrigation District Financing Authority Electric System Revenue:

                               

Series A

    5.000     10/1/38       2,000,000       2,491,840  

Series A

    5.000     10/1/39       1,785,000       2,218,862  

Northern California Transmission Agency Revenue, California Oregon Project, Series A, Refunding

    5.000     5/1/39       1,500,000       1,758,480  

Puerto Rico Electric Power Authority Revenue:

                               

Series A

    5.000     7/1/42       1,050,000       947,625  *(e)  

Series A

    5.050     7/1/42       170,000       153,425  *(e)  

Series XX

    5.250     7/1/40       1,750,000       1,583,750  *(e) 

Series ZZ, Refunding

    5.250     7/1/18       400,000       351,000  *(f)  

Riverside, CA, Electric Revenue, Series A, Refunding

    5.000     10/1/48       1,250,000       1,549,325  

Total Power

                            27,225,224  

Pre-Refunded/Escrowed to Maturity — 1.0%

                               

Contra Costa County, CA, Home Mortgage Revenue, Mortgage-Backed Securities Program, GNMA - Collateralized

    7.750     5/1/22       50,000       52,516  (d)(g)  

Ontario, CA, Redevelopment Financing Authority Revenue, Ontario, CA, Redevelopment Project No. 1, NATL

    5.800     8/1/23       1,690,000       1,815,128  (g)  

Redding, CA, Electric System Revenue, Regular Linked SAVRS & RIBS, NATL

    6.368     7/1/22       400,000       419,700  (g)  

Santa Ana, CA, Financing Authority Revenue, Police Administration & Holding Facility, NATL

    6.250     7/1/24       1,187,500       1,315,382  (g)  

Sequoia, CA, Healthcare District Revenue

    5.375     8/15/23       475,000       508,288  (g)  

Total Pre-Refunded/Escrowed to Maturity

                            4,111,014  

Special Tax Obligation — 8.3%

                               

Inland Valley, CA, Development Agency, Successor Agency Tax Allocation Revenue, Series A, Refunding

    5.000     9/1/44       1,750,000       1,911,297  

 

See Notes to Financial Statements.

 

 

16

    Western Asset California Municipals Fund 2021 Annual Report


Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Special Tax Obligation — continued

                               

Los Angeles County, CA, MTA, Sales Tax Revenue, Senior Proposition C, Series B

    5.000     7/1/34     $ 4,000,000     $ 5,051,080  

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

                               

CAB, Restructured, Series A-1

    0.000     7/1/27       460,000       404,933  

CAB, Restructured, Series A-1

    0.000     7/1/46       510,000       156,794  

CAB, Restructured, Series A-1

    0.000     7/1/51       4,750,000       1,045,808  

Restructured, Series A-1

    4.550     7/1/40       110,000       119,906  

Restructured, Series A-1

    5.000     7/1/58       1,000,000       1,107,540  

Restructured, Series A-2

    4.329     7/1/40       1,190,000       1,280,023  

Restructured, Series A-2A

    4.550     7/1/40       1,780,000       1,940,289  

River Islands, CA, Public Financing Authority, Special Tax Revenue, Community Facilities District No. 2003-1, Refunding

    5.500     9/1/45       2,140,000       2,258,535  

Riverside County, CA, Transportation Commission Sales Tax Revenue, Series B, Refunding

    5.000     6/1/39       10,000,000       12,259,400  

San Diego County, CA, Regional Transportation Commission, Sales Tax Revenue, Series A

    5.000     4/1/48       1,500,000       1,769,925  

Virgin Islands Public Finance Authority Revenue, Subordinated, Matching Fund Loan, Diageo Project, Series A

    6.625     10/1/29       3,250,000       3,264,885  

Total Special Tax Obligation

                            32,570,415  

State General Obligation — 1.6%

                               

California State, GO:

                               

Various Purpose

    4.000     3/1/46       1,000,000       1,154,790  

Various Purpose, Refunding

    4.000     3/1/40       1,500,000       1,760,460  

Various Purpose, Refunding

    4.000     11/1/45       2,500,000       2,810,800  

Puerto Rico Commonwealth Public Improvement Bonds, GO, Series A, Refunding

    5.000     7/1/41       550,000       429,688  *(e)  

Total State General Obligation

                            6,155,738  

Transportation — 9.7%

                               

Alameda, CA, Corridor Transportation Authority Revenue, Second Subordinated Lien, Series B, Refunding

    5.000     10/1/34       6,500,000       7,664,735  

Bay Area Toll Authority, CA, Toll Bridge Revenue, San Francisco Bay Area, Series B-1, (SIFMA Municipal Swap Index Yield + 1.100%)

    1.130     4/1/24       500,000       507,900  (b)(c)  

Foothill-Eastern Transportation Corridor Agency, CA, Toll Road Revenue, Senior Lien, Series A, Refunding

    4.000     1/15/46       1,000,000       1,139,760  

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

17

 


Schedule of investments (cont’d)

February 28, 2021

 

Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Transportation — continued

                               

Long Beach, CA, Marina System Revenue, Alamitos Bay Marina Project

    5.000     5/15/45     $  2,085,000     $ 2,289,851  

Los Angeles, CA, Department of Airports Revenue:

                               

Los Angeles International Airport, Subordinated, Series A

    5.000     5/15/32       3,000,000       3,526,500  (d) 

Los Angeles International Airport, Subordinated, Series C

    5.000     5/15/44       4,000,000       4,739,960  (d) 

Los Angeles International Airport, Subordinated, Series D

    5.000     5/15/38       3,250,000       3,965,747  (d) 

Port of Oakland, CA, Intermediate Lien Revenue:

                               

Series H, Refunding

    5.000     5/1/26       750,000       899,535  (d) 

Series H, Refunding

    5.000     5/1/27       1,625,000       1,991,893  (d) 

Series H, Refunding

    5.000     5/1/28       1,250,000       1,561,038  (d) 

Series H, Refunding

    5.000     11/1/29       1,000,000       1,273,170  (d) 

Riverside County, CA, Transportation Commission Toll Revenue:

                               

Senior Lien, Series A

    5.750     6/1/44       200,000       218,080  

Senior Lien, Series A

    5.750     6/1/48       500,000       545,055  

San Diego County, CA, Regional Airport Authority Revenue:

                               

Series B

    5.000     7/1/26       750,000       906,825  (d) 

Series B

    5.000     7/1/27       530,000       654,486  (d) 

Series C

    5.000     7/1/25       1,160,000       1,366,503  (d) 

Series C

    5.000     7/1/26       215,000       259,957  (d) 

Series C

    5.000     7/1/27       530,000       654,486  (d) 

San Francisco, CA, City & County Airport Commission, International Airport Revenue, Series A

    5.000     5/1/49       3,000,000       3,597,090  (d)  

Total Transportation

                            37,762,571  

Water & Sewer — 14.3%

                               

California State Infrastructure & Economic Development Bank Revenue, Green Bond, Clean Water State Revolving Fund, Series B

    5.000     10/1/48       4,000,000       4,891,320  

Contra Costa County, CA, Water District Revenue, Series R, Refunding

    5.000     10/1/43       2,000,000       2,208,760  

Eastern Municipal Water District Financing Authority, CA, Water & Wastewater Revenue:

                               

Series A

    5.000     7/1/37       1,000,000       1,314,230  

Series A

    4.000     7/1/38       1,000,000       1,208,560  

 

See Notes to Financial Statements.

 

 

18

    Western Asset California Municipals Fund 2021 Annual Report


Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Water & Sewer — continued

                               

Series D

    5.000     7/1/47     $  3,000,000     $ 3,595,470  

Fillmore, CA, Wastewater Revenue, Refunding, AGM

    5.000     5/1/47       4,500,000       5,222,295  

Los Angeles, CA, Department of Water & Power, Power System Revenue, Series B, Refunding

    5.000     7/1/43       7,500,000       7,959,900  

Metropolitan Water District of Southern California, Water Revenue:

                               

Refunding

    5.000     1/1/37       1,000,000       1,259,930  

Refunding

    5.000     1/1/39       3,500,000       4,387,005  

Mountain House Public Financing Authority, CA, Utility Systems Revenue:

                               

Green Bond, Series A, BAM

    4.000     12/1/45       1,000,000       1,132,820  

Green Bond, Series A, BAM

    4.000     12/1/50       3,000,000       3,382,560  

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

    5.250     7/1/42       2,000,000       2,105,420  

Rancho, CA, Water District Financing Authority Revenue, Series A, Refunding

    4.000     8/1/36       2,450,000       2,958,473  

Riverside, CA, Sewer Revenue:

                               

Series A, Refunding

    5.000     8/1/36       1,000,000       1,251,600  

Series A, Refunding

    5.000     8/1/37       3,350,000       4,180,532  

Southern California Water Replenishment District Financing Authority, Replenishment Revenue, Series 2018

    5.000     8/1/43       3,000,000       3,683,220  

Southern California Water Replenishment District, Financing Authority, Replenishment Revenue, Series 2018

    5.000     8/1/48       2,000,000       2,439,240  

Stockton, CA, PFA Revenue, Green Bond, Series A, Refunding, BAM

    5.000     10/1/36       2,200,000       2,701,688  

Total Water & Sewer

                            55,883,023  

Total Investments before Short-Term Investments (Cost — $354,985,872)

                            385,653,499  
Short-Term Investments — 0.5%                                
Municipal Bonds — 0.5%                                

Development — 0.0%††

                               

California State MFA Revenue, Chevron USA Inc. Project, Series A

    0.010     11/1/35       100,000       100,000  (h)(i)   

Education — 0.2%

                               

University of California, CA, Revenue, Series AL-3, Refunding

    0.010     5/15/48       900,000       900,000  (h)(i)  

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

19

 


Schedule of investments (cont’d)

February 28, 2021

 

Western Asset California Municipals Fund

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Housing — 0.1%

                               

California Statewide CDA, MFH Revenue, IAC Project, Series W-2, Refunding, LOC - Wells Fargo Bank N.A.

    0.010     9/15/29     $ 200,000     $ 200,000  (d)(h)(i)  

Transportation — 0.2%

                               

San Francisco, CA, City & County Airport Commission, International Airport Revenue, Second Series A, Refunding, LOC - Bank of America N.A.

    0.050     5/1/30       700,000       700,000  (d)(h)(i)  

Total Short-Term Investments (Cost — $1,900,000)

                            1,900,000  

Total Investments — 99.2% (Cost — $356,885,872)

                            387,553,499  

Other Assets in Excess of Liabilities — 0.8%

                            3,069,446  

Total Net Assets — 100.0%

                          $ 390,622,945  

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

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.

 

(b) 

Maturity date shown represents the mandatory tender date.

 

(c) 

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.

 

(d) 

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

 

(e) 

The coupon payment on this security is currently in default as of February 28, 2021.

(f) 

The maturity principal is currently in default as of February 28, 2021.

 

(g) 

Bonds are generally escrowed to maturity by government securities and/or U.S. government agency securities.

(h) 

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.

 

(i) 

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

 

See Notes to Financial Statements.

 

 

20

    Western Asset California Municipals Fund 2021 Annual Report


Western Asset California Municipals Fund

 

Abbreviation(s) used in this schedule:

ABAG   —Association of Bay Area Governments
AGM   —Assured Guaranty Municipal Corporation — Insured Bonds
BAM   —Build America Mutual — Insured Bonds
CAB   —Capital Appreciation Bonds
CDA   —Communities Development Authority
CMI   —California Mortgage Insurance Program — Insured Bonds
COP   —Certificates of Participation
GNMA   —Government National Mortgage Association
GO   —General Obligation
LOC   —Letter of Credit
MFA   —Municipal Finance Authority
MFH   —Multi-Family Housing
MTA   —Metropolitan Transportation Authority
NATL   —National Public Finance Guarantee Corporation — Insured Bonds
PCFA   —Pollution Control Financing Authority
PFA   —Public Facilities Authority
RIBS   —Residual Interest Bonds
SAVRS   —Selected Auction Variable Rate Securities
SIFMA   —Securities Industry and Financial Markets Association
USD   —Unified School District

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

21

 


Statement of assets and liabilities

February 28, 2021

 

Assets:         

Investments, at value (Cost — $356,885,872)

   $ 387,553,499  

Cash

     84,709  

Interest receivable

     3,941,200  

Receivable for Fund shares sold

     287,084  

Prepaid expenses

     32,230  

Total Assets

     391,898,722  
Liabilities:         

Payable for Fund shares repurchased

     743,772  

Payable for securities purchased

     215,096  

Investment management fee payable

     153,136  

Service and/or distribution fees payable

     46,960  

Distributions payable

     45,516  

Trustees’ fees payable

     832  

Accrued expenses

     70,465  

Total Liabilities

     1,275,777  
Total Net Assets    $ 390,622,945  
Net Assets:         

Par value (Note 7)

   $ 248  

Paid-in capital in excess of par value

     357,965,748  

Total distributable earnings (loss)

     32,656,949  
Total Net Assets    $ 390,622,945  
Net Assets:         

Class A

     $317,997,552  

Class C

     $17,351,156  

Class I

     $55,203,827  

Class IS

     $70,410  
Shares Outstanding:         

Class A

     20,175,267  

Class C

     1,104,016  

Class I

     3,502,252  

Class IS

     4,469  
Net Asset Value:         

Class A (and redemption price)

     $15.76  

Class C*

     $15.72  

Class I (and redemption price)

     $15.76  

Class IS (and redemption price)

     $15.76  
Maximum Public Offering Price Per Share:         

Class A (based on maximum initial sales charge of 4.25%)

     $16.46  

 

*

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.

 

 

22

    Western Asset California Municipals Fund 2021 Annual Report


Statement of operations

For the Year Ended February 28, 2021

 

Investment Income:         

Interest

   $ 13,732,787  
Expenses:         

Investment management fee (Note 2)

     2,009,701  

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

     627,138  

Transfer agent fees (Note 5)

     260,246  

Fund accounting fees

     72,147  

Registration fees

     67,771  

Audit and tax fees

     37,568  

Shareholder reports

     20,236  

Legal fees

     7,516  

Trustees’ fees

     6,287  

Insurance

     5,789  

Custody fees

     5,042  

Commitment fees (Note 8)

     4,890  

Interest expense

     435  

Miscellaneous expenses

     10,364  

Total Expenses

     3,135,130  

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

     (17,256)  

Net Expenses

     3,117,874  
Net Investment Income      10,614,913  
Realized and Unrealized Gain (Loss) on Investments and Futures Contracts (Notes 1, 3 and 4):         

Net Realized Gain (Loss) From:

        

Investment transactions

     4,201,871  

Futures contracts

     (1,268,864)  

Net Realized Gain

     2,933,007  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     (17,536,159)  

Futures contracts

     9,432  

Change in Net Unrealized Appreciation (Depreciation)

     (17,526,727)  
Net Loss on Investments and Futures Contracts      (14,593,720)  
Decrease in Net Assets From Operations    $ (3,978,807)  

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

23

 


Statements of changes in net assets

 

For the Year Ended February 28, 2021

and the Year Ended February 29, 2020

   2021      2020  
Operations:                  

Net investment income

   $ 10,614,913      $ 13,244,430  

Net realized gain

     2,933,007        6,443,022  

Change in net unrealized appreciation (depreciation)

     (17,526,727)        21,630,433  

Increase (Decrease) in Net Assets From Operations

     (3,978,807)        41,317,885  
Distributions to Shareholders From (Notes 1 and 6):                  

Total distributable earnings

     (16,829,768)        (15,433,723)  

Decrease in Net Assets From Distributions to Shareholders

     (16,829,768)        (15,433,723)  
Fund Share Transactions (Note 7):                  

Net proceeds from sale of shares

     55,628,664        89,013,382  

Reinvestment of distributions

     15,692,561        14,179,212  

Cost of shares repurchased

     (96,613,808)        (112,135,656)  

Decrease in Net Assets From Fund Share Transactions

     (25,292,583)        (8,943,062)  

Increase (Decrease) in Net Assets

     (46,101,158)        16,941,100  
Net Assets:                  

Beginning of year

     436,724,103        419,783,003  

End of year

   $ 390,622,945      $ 436,724,103  

 

See Notes to Financial Statements.

 

 

24

    Western Asset California Municipals Fund 2021 Annual Report


Financial highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended February 28,
unless otherwise noted:
 
Class A Shares1   2021     20202     2019     2018     2017  
Net asset value, beginning of year     $16.55       $15.58       $15.66       $15.92       $16.59  
Income (loss) from operations:          

Net investment income

    0.42       0.50       0.57       0.61       0.64  

Net realized and unrealized gain (loss)

    (0.55)       1.05       (0.08)       (0.26)       (0.68)  

Total income (loss) from operations

    (0.13)       1.55       0.49       0.35       (0.04)  
Less distributions from:          

Net investment income

    (0.41)       (0.49)       (0.57)       (0.61)       (0.63)  

Net realized gains

    (0.25)       (0.09)                    

Total distributions

    (0.66)       (0.58)       (0.57)       (0.61)       (0.63)  
Net asset value, end of year     $15.76       $16.55       $15.58       $15.66       $15.92  

Total return3

    (0.70)     10.10     3.18     2.22     (0.27)
Net assets, end of year (millions)     $318       $346       $302       $359       $395  
Ratios to average net assets:          

Gross expenses

    0.77     0.77     0.79     0.75     0.73

Net expenses

    0.77 4       0.76 4       0.79 4       0.75 4       0.73  

Net investment income

    2.64       3.09       3.67       3.80       3.87  
Portfolio turnover rate     16     31     20     21     19

 

1 

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

 

2 

For the year ended February 29.

 

3 

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

 

4 

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

25

 


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended February 28,
unless otherwise noted:
 
Class C Shares1   2021     20202     2019     2018     2017  
Net asset value, beginning of year     $16.50       $15.54       $15.62       $15.88       $16.54  
Income (loss) from operations:          

Net investment income

    0.33       0.42       0.48       0.52       0.54  

Net realized and unrealized gain (loss)

    (0.53)       1.03       (0.08)       (0.26)       (0.66)  

Total income (loss) from operations

    (0.20)       1.45       0.40       0.26       (0.12)  
Less distributions from:          

Net investment income

    (0.33)       (0.40)       (0.48)       (0.52)       (0.54)  

Net realized gains

    (0.25)       (0.09)                    

Total distributions

    (0.58)       (0.49)       (0.48)       (0.52)       (0.54)  
Net asset value, end of year     $15.72       $16.50       $15.54       $15.62       $15.88  

Total return3

    (1.18)     9.44     2.62     1.65     (0.78)
Net assets, end of year (000s)     $17,351       $24,506       $57,313       $69,271       $76,650  
Ratios to average net assets:          

Gross expenses

    1.32     1.33     1.34     1.31     1.29

Net expenses

    1.32 4       1.32 4       1.34       1.31 4       1.29  

Net investment income

    2.10       2.60       3.12       3.24       3.30  
Portfolio turnover rate     16     31     20     21     19

 

1 

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

 

2 

For the year ended February 29.

 

3 

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.

 

4 

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

 

26

    Western Asset California Municipals Fund 2021 Annual Report


 

For a share of each class of beneficial interest outstanding throughout each year ended February 28,
unless otherwise noted:
 
Class I Shares1   2021     20202     2019     2018     2017  
Net asset value, beginning of year     $16.55       $15.58       $15.66       $15.92       $16.59  
Income (loss) from operations:          

Net investment income

    0.45       0.52       0.60       0.63       0.66  

Net realized and unrealized gain (loss)

    (0.55)       1.06       (0.08)       (0.25)       (0.68)  

Total income (loss) from operations

    (0.10)       1.58       0.52       0.38       (0.02)  
Less distributions from:          

Net investment income

    (0.44)       (0.52)       (0.60)       (0.64)       (0.65)  

Net realized gains

    (0.25)       (0.09)                    

Total distributions

    (0.69)       (0.61)       (0.60)       (0.64)       (0.65)  
Net asset value, end of year     $15.76       $16.55       $15.58       $15.66       $15.92  

Total return3

    (0.53)     10.29     3.38     2.38     (0.15)
Net assets, end of year (000s)     $55,204       $65,699       $60,630       $94,471       $94,154  
Ratios to average net assets:          

Gross expenses

    0.63     0.61     0.64     0.64     0.68

Net expenses4,5

    0.60       0.60       0.60       0.60       0.60  

Net investment income

    2.82       3.26       3.86       3.95       3.99  
Portfolio turnover rate     16     31     20     21     19

 

1 

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

 

2 

For the year ended February 29.

 

3 

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.

 

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 I shares did not exceed 0.60%. This expense limitation arrangement cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

 

5 

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

27

 


Financial highlights (cont’d)

 

For a share of each class of beneficial interest outstanding throughout each year ended February 28,
unless otherwise noted:
 
Class IS Shares1   2021     20202  
Net asset value, beginning of year     $16.55       $16.29  
Income (loss) from operations:    

Net investment income

    0.47       0.28  

Net realized and unrealized gain (loss)

    (0.53)       0.34  

Total income (loss) from operations

    (0.06)       0.62  
Less distributions from:    

Net investment income

    (0.48)       (0.27)  

Net realized gains

    (0.25)       (0.09)  

Total distributions

    (0.73)       (0.36)  
Net asset value, end of year     $15.76       $16.55  

Total return3

    (0.30)     3.87
Net assets, end of year (000s)     $70       $302  
Ratios to average net assets:    

Gross expenses

    0.47     0.90 %4 

Net expenses5,6

    0.47       0.55 4  

Net investment income

    3.00       3.07 4  
Portfolio turnover rate     16     31 %7  

 

1 

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

 

2 

For the period August 9, 2019 (inception date) to February 29, 2020.

 

3 

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. Total returns for periods of less than one year are not annualized.

 

4 

Annualized.

 

5 

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 IS shares did not exceed 0.55%. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

 

6 

Reflects fee waivers and/or expense reimbursements.

 

7 

For the period ended February 29, 2020.

 

See Notes to Financial Statements.

 

 

28

    Western Asset California Municipals Fund 2021 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

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

(a) Investment valuation. 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. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. 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.

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

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

29

 


Notes to financial statements (cont’d)

 

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

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

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

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

 

 

Level 1 — quoted prices in active markets for identical investments

 

 

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

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

 

 

30

    Western Asset California Municipals Fund 2021 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†         $ 385,653,499           $ 385,653,499  
Short-Term Investments†           1,900,000             1,900,000  
Total Investments         $ 387,553,499           $ 387,553,499  

 

See Schedule of Investments for additional detailed categorizations.

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

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

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

(c) Securities traded on a when-issued and delayed delivery basis. The Fund may trade securities on a when-issued or delayed delivery basis. In when-issued and delayed delivery transactions, the securities are purchased or sold by the Fund with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction.

Purchasing such securities involves risk of loss if the value of the securities declines prior to settlement. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

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

(e) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of

 

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Notes to financial statements (cont’d)

 

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

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

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

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

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

As of February 28, 2021, the Fund did not have any open OTC derivative transactions with credit related contingent features in a net liability position.

 

 

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    Western Asset California Municipals Fund 2021 Annual Report


 

(f) 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.

(g) 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.

(h) 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.

(i) 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.

(j) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of February 28, 2021, 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.

(k) 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. As of July 31, 2020, LMPFA and Western Asset are indirect, wholly-owned subsidiaries of

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

33

 


Notes to financial statements (cont’d)

 

Franklin Resources, Inc. (“Franklin Resources”). Prior to July 31, 2020, LMPFA and Western Asset were wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). As of July 31, 2020, Legg Mason is a subsidiary of Franklin Resources.

Under the investment management agreement, the Fund pays 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 I and Class IS shares did not exceed 0.60% and 0.55%, respectively. In addition, the ratio of total annual fund operating expenses for Class IS shares did not exceed the ratio of the total annual fund operating expenses for Class I shares. These expense limitation arrangements cannot be terminated prior to December 31, 2022 without the Board of Trustees’ consent.

During the year ended February 28, 2021, fees waived and/or expenses reimbursed amounted to $17,256.

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 February 28, 2021, the Fund had remaining fee waivers and/or expense reimbursements subject to recapture by LMPFA and respective dates of expiration as follows:

 

        Class I  
Expires February 28, 2023      $ 16,377  
Total fee waivers/expense reimbursements subject to recapture      $ 16,377  

For the year ended February 28, 2021, LMPFA did not recapture any fees.

Legg Mason Investor Services, LLC (“LMIS”) serves as the Fund’s sole and exclusive distributor. As of July 31, 2020, LMIS is an indirect, wholly-owned broker-dealer subsidiary of Franklin Resources. Prior to July 31, 2020, LMIS was a wholly-owned broker-dealer subsidiary of Legg Mason.

 

 

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    Western Asset California Municipals Fund 2021 Annual Report


 

There is a maximum initial sales charge of 4.25% 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 LMIS, equal or exceed $250,000 in the aggregate. These purchases do not incur an initial sales charge.

For the year ended February 28, 2021, sales charges retained by and CDSCs paid to LMIS and its affiliates, if any, were as follows:

 

        Class A        Class C  
Sales charges      $ 4,185           
CDSCs        54,327        $ 2,251  

As of July 31, 2020, all officers and one Trustee of the Trust are employees of Franklin Resources or its affiliates and do not receive compensation from the Trust. Prior to July 31, 2020, all officers and one Trustee of the Trust were employees of Legg Mason and did not receive compensation from the Trust.

The Fund is permitted to purchase or sell securities, typically short-term variable rate demand obligations, from or to certain other affiliated funds or portfolios under specified conditions outlined in 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 February 28, 2021, such purchase and sale transactions (excluding accrued interest) were $43,035,000 and $59,790,000, respectively.

3. Investments

During the year ended February 28, 2021, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 65,731,745  
Sales        102,388,613  

At February 28, 2021, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 
Securities    $ 356,162,784      $ 31,681,374      $ (290,659)      $ 31,390,715  

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

35

 


Notes to financial statements (cont’d)

 

4. Derivative instruments and hedging activities

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended February 28, 2021. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
     

Interest

Rate Risk

 
Futures contracts    $ (1,268,864)  

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
 
Futures contracts    $ 9,432  

During the year ended February 28, 2021, the volume of derivative activity for the Fund was as follows:

 

      Average Market
Value
 
Futures contracts (to sell)†    $ 2,167,560  

 

At February 28, 2021, there were no open positions held in this derivative.

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 February 28, 2021, class specific expenses were as follows:

 

        Service and/or
Distribution Fees
       Transfer Agent
Fees
 
Class A      $ 484,058        $ 207,334  
Class C        143,080          12,695  
Class I                 40,371  
Class IS                 (154)  
Total      $ 627,138        $ 260,246  

 

Amount shown is exclusive of expense reimbursements. For the year ended February 28, 2021, the service and/or distribution fees reimbursed amounted to $205 for Class A shares.

 

 

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    Western Asset California Municipals Fund 2021 Annual Report


 

For the year ended February 28, 2021, waivers and/or expense reimbursements by class were as follows:

 

        Waivers/Expense
Reimbursements
 
Class A      $ 742  
Class C        37  
Class I        16,477  
Class IS        0
Total      $ 17,256  

 

*

Amount represents less than $1.

6. Distributions to shareholders by class

 

        Year Ended
February 28, 2021
       Year Ended
February 29, 2020
 
Net Investment Income:                      
Class A      $ 8,421,533        $ 10,285,176  
Class C        423,592          893,721  
Class I        1,628,672          1,987,998  
Class IS        4,981           5,440  
Total      $ 10,478,778        $ 13,172,335  
Net Realized Gains:                      
Class A      $ 5,081,627        $ 1,786,132  
Class C        333,869          142,625  
Class I        932,016          330,916  
Class IS        3,478           1,715  
Total      $ 6,350,990        $ 2,261,388  

 

For the period August 9, 2019 (inception date) to February 29, 2020.

7. Shares of beneficial interest

At February 28, 2021, 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.

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

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Notes to financial statements (cont’d)

 

Transactions in shares of each class were as follows:

 

     Year Ended
February 28, 2021
     Year Ended
February 29, 2020
 
      Shares      Amount      Shares      Amount  
Class A                                    
Shares sold      2,322,110      $ 36,331,735        4,403,879      $ 70,473,533  
Shares issued on reinvestment      808,480        12,755,681        702,588        11,332,321  
Shares repurchased      (3,875,231)        (60,787,091)        (3,561,189)        (57,340,365)  
Net increase (decrease)      (744,641)      $ (11,699,675)        1,545,278      $ 24,465,489  
Class C                                    
Shares sold      118,071      $ 1,852,002        171,524      $ 2,745,015  
Shares issued on reinvestment      40,333        634,471        52,993        849,239  
Shares repurchased      (539,277)        (8,514,024)        (2,428,554)        (38,643,940)  
Net decrease      (380,873)      $ (6,027,551)        (2,204,037)      $ (35,049,686)  
Class I                                    
Shares sold      1,118,887      $ 17,444,927        960,956      $ 15,449,771  
Shares issued on reinvestment      145,421        2,293,950        123,426        1,990,527  
Shares repurchased      (1,731,993)        (27,086,757)        (1,006,127)        (16,096,377)  
Net increase (decrease)      (467,685)      $ (7,347,880)        78,255      $ 1,343,921  
Class IS                                    
Shares sold                     21,182      $ 345,063  
Shares issued on reinvestment      539      $ 8,459         439         7,125  
Shares repurchased      (14,323)        (225,936)         (3,368)         (54,974)  
Net increase (decrease)      (13,784)      $ (217,477)         18,253      $ 297,214  

 

For the period August 9, 2019 (inception date) to February 29, 2020.

8. Redemption facility

Effective February 5, 2021, the Fund’s redemption facility (the “Redemption Facility”) was terminated and the Fund and certain other participating funds within the Trust, together with other U.S. registered and foreign investment funds (collectively, the “Borrowers”) managed by LMPFA or Franklin Resources, became borrowers 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 4, 2022.

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; there is no upfront fee. Under the Redemption Facility, the Fund had access to the aggregate amount of $485 million for the period November 16, 2020 to February 5, 2021 and $220 million prior to November 16, 2020, and the following terms

 

 

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    Western Asset California Municipals Fund 2021 Annual Report


 

were in effect: the annual commitment fee to maintain the Redemption Facility was 0.15% incurred on the unused portion of the facility and there was an annual upfront fee of 0.06% of the $485 million Redemption Facility; prior to November 16, 2020, there was no upfront fee. The aggregate commitment fees under the Global Credit Facility and Redemption Facility are reflected in the Statement of Operations. The Fund did not utilize the Global Credit Facility nor the Redemption Facility during the year ended February 28, 2021.

9. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended February 28 and February 29, respectively, was as follows:

 

        2021        2020  
Distributions paid from:                      
Tax-exempt income      $ 10,478,778        $ 13,172,335  
Ordinary income        195,820          240,190  
Net long-term capital gains        6,155,170          2,021,198  
Total distributions paid      $ 16,829,768        $ 15,433,723  

As of February 28, 2021, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed tax-exempt income — net      $ 454,367  
Undistributed long-term capital gains — net        825,136  
Total undistributed earnings      $ 1,279,503  
Other book/tax temporary differences(a)        (13,269)  
Unrealized appreciation (depreciation)(b)        31,390,715  
Total distributable earnings (loss) — net      $ 32,656,949  

 

(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 issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (the “ASU”). The amendments in the ASU provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has reviewed the requirements and believes the adoption of this ASU will not have a material impact on the financial statements.

11. Other matters

The outbreak of the respiratory illness COVID-19 (commonly referred to as “coronavirus”) has continued to rapidly spread around the world, causing considerable uncertainty for the

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

39

 


Notes to financial statements (cont’d)

 

global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

***

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. Plans are underway to phase out the use of LIBOR by the end of 2021. In December 2020, the ICE Benchmark Administration, the administrator of LIBOR, announced that it had commenced a consultation to determine whether to extend publication of certain U.S. dollar LIBOR settings (overnight and one-, three-, six- and twelve-month U.S. dollar LIBOR) to the end of June 2023. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.

 

 

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    Western Asset California Municipals Fund 2021 Annual Report


Report of independent registered public accounting firm

 

To the Board of Trustees of Legg Mason Partners Income Trust and Shareholders of Western Asset California 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 California Municipals Fund (one of the funds constituting Legg Mason Partners Income Trust, referred to hereafter as the “Fund”) as of February 28, 2021, the related statement of operations for the year ended February 28, 2021, the statement of changes in net assets for each of the two years in the period ended February 28, 2021, including the related notes, and the financial highlights for the each of the periods indicated therein beginning with the period ended February 28, 2018 (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 February 28, 2021, 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 February 28, 2021 and the financial highlights for each of the periods indicated therein beginning with the period ended February 28, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended February 28, 2017 and the financial highlights for the period ended February 28, 2017 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated April 17, 2017 expressed an unqualified opinion on those financial statements and financial highlights.

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 February 28, 2021 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

April 20, 2021

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

 

Western Asset California Municipals Fund 2021 Annual Report    

 

 

41

 


Statement regarding liquidity risk management program (unaudited)

 

As required by law, the fund has adopted and implemented a liquidity risk management program (the “Program”) that is designed to assess and manage liquidity risk. Liquidity risk is the risk that the fund could not meet requests to redeem its shares without significant dilution of remaining investors’ interests in the fund. Legg Mason Partners Fund Advisor, LLC (the “Manager”), the fund’s manager, is the administrator of the Program. The Manager has established a liquidity risk management committee (the “Committee”) to administer the Program on a day-to-day basis.

The Committee, on behalf of the Manager, provided the fund’s Board of Trustees with a report that addressed the operation of the Program, assessed its adequacy and effectiveness of implementation, including, if applicable, the operation of any highly liquid investment minimum (“HLIM”), and described any material changes that had been made to the Program or were recommended (the “Report”). The Report covered the period from December 1, 2018 through December 31, 2019 (the “Reporting Period”).

The Report confirmed that there were no material changes to the Program during the Reporting Period and that no changes were recommended.

The Report also confirmed that, throughout the Reporting Period, the Committee had monitored the fund’s portfolio liquidity and liquidity risk on an ongoing basis, as described in the Program and in Board reporting throughout the Reporting Period.

The Report discussed the Committee’s annual review of the Program, which addressed, among other things, the following elements of the Program:

Assessment, Management, and Periodic Review of Liquidity Risk. The Committee reviewed the fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. The Committee noted that the fund’s investment strategy continues to be appropriate for an open-end fund, taking into account, among other things, whether and to what extent the fund held less liquid and illiquid assets and the extent to which any such investments affected the fund’s ability to meet redemption requests. In managing and reviewing the fund’s liquidity risk, the Committee also considered the extent to which the fund’s investment strategy involves a relatively concentrated portfolio or large positions in particular issuers, the extent to which the fund uses borrowing for investment purposes, and the extent to which the fund uses derivatives (including for hedging purposes). The Committee also reviewed the fund’s short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. In assessing the fund’s cash flow projections, the Committee considered, among other factors, historical net redemption activity, redemption policies, ownership concentration, distribution channels, and the degree of certainty associated with the fund’s short-term and long-term cash flow projections. The Committee also considered the fund’s holdings of cash and cash equivalents, as well as borrowing arrangements and other

 

 

42

    Western Asset California Municipals Fund


 

funding sources, including, if applicable, the fund’s participation in a credit facility, as components of the fund’s ability to meet redemption requests.

Liquidity Classification. The Committee reviewed the Program’s liquidity classification methodology for categorizing the fund’s investments into one of four liquidity buckets. In reviewing the fund’s investments, the Committee considered, among other factors, whether trading varying portions of a position in a particular portfolio investment or asset class in sizes the fund would reasonably anticipate trading, would be reasonably expected to significantly affect liquidity.

Highly Liquid Investment Minimum. The Committee performed an analysis to determine whether the fund is required to maintain a Highly Liquid Investment Minimum, and determined that no such minimum is required because the fund primarily holds highly liquid investments.

Compliance with Limitation on Illiquid Investments. The Committee confirmed that during the Reporting Period, the fund did not acquire any illiquid investment such that, after the acquisition, the fund would have invested more than 15% of its assets in illiquid investments that are assets, in accordance with the Program and applicable SEC rules.

Redemptions in Kind. The Committee confirmed that no redemptions in-kind were effected by the fund during the Reporting Period.

The Report stated that the Committee concluded that the Program is reasonably designed and operated effectively to assess and manage the fund’s liquidity risk throughout the Reporting Period.

 

Western Asset California Municipals Fund    

 

 

43

 


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Western Asset California 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, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202.

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

 

Independent Trustees
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, Great Public Schools Now (since 2018); Senior Vice President Emeritus (since 2016) and formerly, Senior Vice President, Finance and Chief Financial Officer (2009 to 2016) at University of Southern California; Board Member, Excellent Education Development (since 2012)
Number of funds in fund complex overseen by Trustee3   57
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   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   57
Other Trusteeships held by Trustee during the past five years   Director, Visual Kinematics, Inc. (since 2018)
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); President Emeritus (since 2015) and formerly, President (1987 to 2015) and Director (1990 to 2015) of LA84 (formerly Amateur Athletic Foundation of Los Angeles); Member (since 1986), Member of the Executive Board (since 2013) and Vice President (since 2017) of the International Olympic Committee
Number of funds in fund complex overseen by Trustee3   57
Other Trusteeships held by Trustee during the past five years   None

 

 

44

    Western Asset California Municipals Fund


 

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   57
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, Investment Company Institute (ICI) Board of Governors (2006 to 2014); ICI Executive Committee (2011 to 2014); Chairman of the Independent Directors Council (2012 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   57
Other Trusteeships held by Trustee during the past five years   Republic Services, Inc. (since 2009); Fomento Economico Mexicano, SAB (since 2011); Ecolab Inc. (since 2012); 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 former Executive Vice President and Chief Operating Officer (2002 to 2016) of Lowe Enterprises, Inc. (privately held real estate and hospitality firm); formerly, Partner, Arthur Andersen, LLP (1974 to 2002)
Number of funds in fund complex overseen by Trustee3   57
Other Trusteeships held by Trustee during the past five years   Occidental Petroleum Corporation (since 2008); California Resources Corporation (since 2014); and Public Storage (since 2010)

 

Western Asset California Municipals Fund    

 

 

45

 


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

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 Great Public Schools Now (since 2015); Chairman of Excellent Education Development (since 2000); formerly, Trustee of The Getty Trust (since 2005 to 2017); Chairman of Walt Disney Concert Hall, Inc. (1998 to 2006)
Number of funds in fund complex overseen by Trustee3   57
Other Trusteeships held by Trustee during the past five years   Member of Board of United States Golf Association, Executive Committee Member (since 2017); Trustee, University of Southern California (since 1994)
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); 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   57
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); Director of CoreLogic, Inc. (information, analytics and business services company) (since 2012); formerly, Director of Pinnacle Entertainment, Inc. (gaming and hospitality company) (2012 to 2018); Director of LifeLock, Inc. (identity theft protection company) (2015 to 2017); Director of Orbitz Worldwide, Inc. (online travel company) (2007 to 2014)
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   President, ECMC Foundation (nonprofit organization) (since 2014); formerly, Executive Vice President and Chief Financial Officer for University of California system (2009 to 2014)
Number of funds in fund complex overseen by Trustee3   57
Other Trusteeships held by Trustee during the past five years   Director of Pacific Mutual Holding Company5 (since 2016); Member of the Board of Trustees of California State University system (since 2015); Ralph M. Parson Foundation (since 2015), Kaiser Family Foundation (since 2012), and Edison International (since 2011)

 

 

46

    Western Asset California Municipals Fund


 

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 (law partnership) (since 1968)
Number of funds in fund complex overseen by Trustee3   57
Other Trusteeships held by Trustee during the past five years   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 147 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee3   145
Other Trusteeships held by Trustee during the past five years   None
 
Additional Officers
Ted P. Becker
Franklin Templeton
620 Eighth Avenue, 47th Floor, New York, NY 10018
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)

 

Western Asset California Municipals Fund    

 

 

47

 


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Additional Officers (cont’d)
Susan Kerr
Franklin Templeton
620 Eighth Avenue, 47th Floor, New York, NY 10018
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 Legg Mason Investor Services, LLC (“LMIS”); formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020)
Jenna Bailey
Franklin Templeton
100 First Stamford Place, 5th Floor, Stamford, CT 06902
Year of birth   1978
Position(s) with Fund   Identity Theft Prevention Officer
Term of office1 and length of time served2   Since 2015
Principal occupation(s) during the past five years   Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 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)

 

 

48

    Western Asset California Municipals Fund


 

Additional Officers (cont’d)
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)
Christopher Berarducci
Franklin Templeton
620 Eighth Avenue, 47th Floor, New York, NY 10018
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
620 Eighth Avenue, 47th Floor, New York, NY 10018
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”).

 

*

Effective September 15, 2020, Mr. De Oliveira became Secretary and Chief Legal Officer.

 

1 

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

 

Western Asset California Municipals Fund    

 

 

49

 


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

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, effective April 24, 2020, 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.

 

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.

 

 

50

    Western Asset California Municipals Fund


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended February 28, 2021:

 

Record date:      Daily      6/17/2020      12/4/2020
Payable date:      March 2020 through
February 2021
     6/18/2020      12/7/2020
Tax-exempt interest      100.00%          
Taxable Income           $0.00760     
Long-term capital gain dividend           $0.15121      $0.09049

The following information is applicable to non-U.S. resident shareholders:

All of the ordinary income distributions paid by the Fund represent Interest-related dividends and Qualified Short-Term Gain eligible for exemptions from U.S. withholding tax for nonresident shareholders and foreign corporations.

 

Record date:        6/17/2020  
Payable date:        6/18/2020  
Qualified short-term capital gain dividend        $0.00760  

 

 

Western Asset California Municipals Fund    

 

 

51

 


Western Asset

California 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

Legg Mason Investor Services, LLC

Custodian

The Bank of New York Mellon

Transfer agent

BNY Mellon Investment

Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

 

Western Asset California Municipals Fund

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

Western Asset California 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 1-877-721-1926.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-721-1926, (2) at www.leggmason.com/mutualfunds and (3) on the SEC’s website at www.sec.gov.

 

This report is submitted for the general information of the shareholders of Western Asset California 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.leggmason.com

© 2021 Legg Mason Investor Services, LLC

Member FINRA, SIPC


Legg Mason Funds Privacy and Security Notice

 

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

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

The Type of Nonpublic Personal Information the Funds Collect About You

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

 

 

Personal information included on applications or other forms;

 

 

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

 

 

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

 

 

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

 

 

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

How the Funds Use Nonpublic Personal Information About You

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

The Funds may disclose information about you to:

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

NOT PART OF THE ANNUAL REPORT


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

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform. The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

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

Revised April 2018

Legg Mason California Consumer Privacy Act Policy

Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker,

 

NOT PART OF THE ANNUAL REPORT


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

 

dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).

 

 

In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces of personal information we have collected about you.

 

 

You also have the right to request the deletion of the personal information collected or maintained by the Funds.

If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.

We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if suitable and appropriate proof is not provided.

For the 12-month period prior to the date of this Privacy Policy, the Legg Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.

Contact Information

Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202

Email: DataProtectionOfficer@franklintempleton.com

Phone: 1-800-396-4748

Revised October 2020

 

NOT PART OF THE ANNUAL REPORT


www.leggmason.com

© 2021 Legg Mason Investor Services, LLC Member FINRA, SIPC

FD02209 4/21 SR21-4128


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 Fees. The aggregate fees billed in the last two fiscal years ending February 29, 2020 and February 28, 2021 (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 $190,121 in February 29, 2020 and $183,723 in February 28, 2021.

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 February 29, 2020 and $0 in February 28, 2021.

(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 $0 in February 29, 2020 and $0 in February 28, 2021. 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 February 29, 2020 and $0 in February 28, 2021.

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) For the Legg Mason Partners Income Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for February 29, 2020 and February 28, 2021; Tax Fees were 100% and 100% for February 29, 2020 and February 28, 2021; and Other Fees were 100% and 100% for February 29, 2020 and February 28, 2021.

(f) N/A

(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 $582,301 in February 29, 2020 and $773,011 in February 28, 2021.

(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.


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

Ronald L. Olson

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 second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.


ITEM 12.

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

Not applicable.

 

ITEM 13.

EXHIBITS.

 

(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH

(a) (2)  Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT

(b) Certifications pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT


SIGNATURES

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

 

Legg Mason Partners Income Trust
By:   /s/ Jane Trust
  Jane Trust
  Chief Executive Officer
Date:   April 26, 2021

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:   April 26, 2021
By:   /s/ Christopher Berarducci
  Christopher Berarducci
  Principal Financial Officer
Date:   April 26, 2021