N-CSRS 1 d729056dncsrs.htm WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC. (MHF) Western Asset Municipal High Income Fund Inc. (MHF)

 

 

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 811-05497

 

 

Western Asset Municipal High Income Fund Inc.

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 49th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (888) 777-0102

Date of fiscal year end: October 31

Date of reporting period: April 30, 2019

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.

 


LOGO

 

Semi-Annual Report   April 30, 2019

WESTERN ASSET

MUNICIPAL HIGH INCOME

FUND INC. (MHF)

 

 

 

Beginning in April 2021, as permitted by regulations adopted by the Securities and Exchange Commission, 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 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 invest through a financial intermediary and 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 financial intermediary.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary 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 financial intermediary. If you are a direct shareholder with the Fund, you can call the Fund at 1-888-888-0151, or write to the Fund by regular mail at P.O. Box 505000, Louisville, KY 40233 or by overnight delivery to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 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 chairman     II  
Investment commentary     III  
Fund at a glance     1  
Spread duration     2  
Effective duration     3  
Schedule of investments     4  
Statement of assets and liabilities     15  
Statement of operations     16  
Statements of changes in net assets     17  
Financial highlights     18  
Notes to financial statements     19  
Board approval of management and subadvisory agreements     28  
Additional shareholder information     34  
Dividend reinvestment plan     35  

 

Fund objective

The Fund seeks high current income exempt from federal income taxes. The Fund seeks to achieve its investment objective by investing primarily in intermediate- and long-term municipal debt securities issued by state and local governments. However, the Fund may invest in municipal obligations of any maturity.

 

Letter from the chairman

 

LOGO

 

Dear Shareholder,

We are pleased to provide the semi-annual report of Western Asset Municipal High Income Fund Inc. for the six-month reporting period ended April 30, 2019. Please read on for Fund performance information and a detailed look at prevailing economic and market conditions during the Fund’s reporting period.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.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

Chairman, President and

Chief Executive Officer

May 31, 2019

 

II    Western Asset Municipal High Income Fund Inc.


Investment commentary

 

Economic review

Economic activity in the U.S. was mixed during the six months ended April 30, 2019 (the “reporting period”). Looking back, the U.S. Department of Commerce reported that third quarter 2018 U.S. gross domestic product (“GDP”)i growth was 3.4%. Fourth quarter 2018 GDP growth then moderated to 2.2%. Finally, the U.S. Department of Commerce’s second reading for first quarter 2019 GDP growth, released after the reporting period ended, was 3.1%. The acceleration in GDP growth during the first quarter of 2019 was attributed to an upturn in state and local government spending, increases in private inventory investment and exports, and a smaller decrease in residential investment. These movements were partly offset by decelerations in personal consumption expenditures and nonresidential fixed investment, along with a downturn in federal government spending. Imports also turned down.

Job growth in the U.S. was solid overall and was a tailwind for the economy during the reporting period. As reported by the U.S. Department of Labor, when the reporting period ended on April 30, 2019, the unemployment rate was 3.6%, versus 3.7% when the period began. April 2019’s reading was the lowest reading since December 1969. However, the percentage of longer-term unemployed moved higher during the reporting period. In April 2019, 21.1% of Americans looking for a job had been out of work for more than six months, versus 20.8% when the period began.

 

Western Asset Municipal High Income Fund Inc.   III


Investment commentary (cont’d)

 

Market review

Q. How did the Federal Reserve Board (the “Fed”)iii respond to the economic environment?

A. The Fed continued tightening its monetary policy, as it raised interest rates once during the reporting period and further reduced its balance sheet. As widely expected, the Fed raised the federal funds rateiv at its meeting that ended on December 19, 2018, to a range between 2.25% and 2.50%. This represented the Fed’s fourth rate hike in 2018. However, at its meeting that concluded on January 30, 2019, the Fed kept interest rates on hold and said, “In light of global economic and financial developments and muted inflation pressures, the Committee will be patient as it determines what future adjustments to the target range for the federal funds rate may be appropriate ….” Finally, at its meeting that concluded on March 20, 2019, most Federal Open Market Committee (“FOMC”)v members indicated that they did not feel additional rate hikes would be needed in 2019.

Q. Did Treasury yields trend higher or lower during the reporting period?

A. Both short-term and longer-term U.S. Treasury yields declined during the six-month reporting period ended April 30, 2019. The yield for the two-year Treasury note began the reporting period at 2.87% and ended the period at 2.27%. The low for the period of 2.22% took place on March 27, 2019, and the peak for the period of 2.98% occurred on November 8, 2018. The yield for the ten-year Treasury began the reporting period at 3.15% and ended the period at 2.51%. The low for the period of 2.39% took place on March 27, 2019, and the high for the period of 3.24% took place on November 8, 2018.

Q. How did the municipal bond market perform versus the taxable bond market over the reporting period?

A. The municipal bond market outperformed its taxable bond counterpart on a relative basis during the reporting period. For the six months ended April 30, 2019, the Bloomberg Barclays Municipal Bond Indexvi and the Bloomberg Barclays U.S. Aggregate Indexvii returned 5.68% and 5.49%, respectively. Both municipal and taxable bonds were supported by the declining interest rate environment. The municipal market’s positive relative performance was partially due to overall solid fundamentals and periods of strong investor demand.

Performance review

For the six months ended April 30, 2019, Western Asset Municipal High Income Fund Inc. returned 4.79% based on its net asset value (“NAV”)viii and 9.36% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Barclays Municipal Bond Index, returned 5.68% for the same period. The Lipper High Yield Municipal Debt Closed-End Funds Category Averageix returned 6.98% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

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

During this six-month period, the Fund made distributions to shareholders totaling $0.15 per share. As of April 30, 2019, the Fund estimates that all of the distributions were

 

IV    Western Asset Municipal High Income Fund Inc.


sourced from net investment income.* The performance table shows the Fund’s six-month total return based on its NAV and market price as of April 30, 2019. Past performance is no guarantee of future results.

 

Performance Snapshot as of April 30, 2019
(unaudited)
 
Price Per Share   6-Month
Total Return**
 
$7.87 (NAV)     4.79 %† 
$7.40 (Market Price)     9.36 %‡ 

All figures represent past performance and are not a guarantee of future results. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

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

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

‡ Total return assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

Looking for additional information?

The Fund is traded under the symbol “MHF” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XMHFX” on most financial websites. Barron’s and the Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com (click on the name of the Fund).

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern time, for the Fund’s current NAV, market price and other information.

Thank you for your investment in Western Asset Municipal High Income Fund Inc. 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,

 

LOGO

Jane Trust,

CFA Chairman, President and

Chief Executive Officer

May 31, 2019

RISKS: The Fund is a diversified closed-end management investment company designed

 

*

These estimates are not for tax purposes. The Fund will issue a Form 1099 with final composition of the distributions for tax purposes after year-end. A return of capital is not taxable and results in a reduction in the tax basis of a shareholder’s investment. For more information about a distribution’s composition, please refer to the Fund’s distribution press release or, if applicable, the Section 19 notice located in the press release section of our website, www.lmcef.com (click on the name of the Fund).

 

Western Asset Municipal High Income Fund Inc.   V


Investment commentary (cont’d)

 

primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Diversification does not assure against market loss. The Fund’s investments are subject to a number of risks, such as credit risk, inflation risk and interest rate risk. High-yield bonds, known as “junk bonds,” involve greater credit and liquidity risks than investment grade bonds. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. Municipal securities purchased by the Fund may be adversely affected by changes in the financial condition of municipal issuers and insurers, regulatory and political developments, uncertainties and public perceptions, and other factors. The Fund may invest in securities of other investment companies. To the extent it does, Fund stockholders will indirectly pay a portion of the operating costs of such companies, in addition to the expenses that the Fund bears directly in connection with its own operation. Investing in securities issued by other investment companies, including exchange-traded funds (“ETFs”) that invest primarily in municipal securities, involves risks similar to those of investing directly in the securities in which those investment companies invest. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance.

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.

 

VI    Western Asset Municipal High Income Fund Inc.


 

i  

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

 

ii 

The International Monetary Fund (“IMF”) is an organization of 189 countries, working to foster global monetary cooperation, secure financial stability, facilitate international trade, promote high employment and sustainable economic growth, and reduce poverty around the world.

 

iii 

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.

 

iv 

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 

v 

The Federal Open Market Committee (“FOMC”) is a policy-making body of the Federal Reserve System responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

 

vi 

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

 

vii 

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.

 

viii 

Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

 

ix 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended April 30, 2019, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 12 funds in the Fund’s Lipper category.

 

Western Asset Municipal High Income Fund Inc.   VII


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of April 30, 2019 and October 31, 2018 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 Municipal High Income Fund Inc. 2019 Semi-Annual Report   1


Spread duration (unaudited)

 

Economic exposure — April 30, 2019

 

LOGO

 

Total Spread Duration
MHF   — 5.58 years
Benchmark   — 5.77 years

Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to hold non-Treasury securities. Spread duration is quantified as the % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 

 

Benchmark   — Bloomberg Barclays Municipal Bond Index
MHF   — Western Asset Municipal High Income Fund Inc.

 

2    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Effective duration (unaudited)

 

Interest rate exposure — April 30, 2019

 

LOGO

 

Total Effective Duration
MHF   — 5.26 years
Benchmark   — 5.77 years

Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 

Benchmark   — Bloomberg Barclays Municipal Bond Index
MHF   — Western Asset Municipal High Income Fund Inc.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   3


Schedule of investments (unaudited)

April 30, 2019

 

Western Asset Municipal High Income Fund Inc.

 

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

Alabama — 6.0%

                               

Jefferson County, AL, Sewer Revenue:

                               

Convertible CAB, Subordinated Lien, Warrants, Step bond (0.000% until 10/1/23; 7.900%)

    0.000     10/1/50     $ 3,020,000     $ 2,787,581  

Senior Lien, Warrants, Series A, AGM

    5.500     10/1/53       400,000       447,380  

Subordinated Lien, Warrants, Series D

    6.000     10/1/42       1,120,000       1,304,352  

Subordinated Lien, Warrants, Series D

    6.500     10/1/53       3,000,000       3,555,780  

Lower Alabama Gas District, Natural Gas Revenue, Series A

    5.000     9/1/46       1,700,000       2,186,217  

Total Alabama

                            10,281,310  

Arizona — 3.7%

                               

Arizona State Lottery Revenue, Refunding

    5.000     7/1/29       190,000       235,311  (a) 

La Paz County, AZ, IDA Revenue, Charter School Solutions, Harmony Public School Project

    5.000     2/15/36       1,000,000       1,083,240  (b)  

Navajo Nation, AZ, Revenue, Series A, Refunding

    5.500     12/1/30       190,000       212,394  (b)  

Phoenix, AZ, IDA Revenue:

                               

Basis School Inc., Refunding

    5.000     7/1/35       1,000,000       1,058,580  (b)  

Great Hearts Academies, Refunding

    5.000     7/1/41       1,200,000       1,292,760  

Salt Verde, AZ, Financial Corp., Natural Gas Revenue, Series 2007

    5.000     12/1/37       1,500,000       1,891,530  

University Medical Center Corp., AZ, Hospital Revenue

    6.250     7/1/29       500,000       503,805  (c) 

Total Arizona

                            6,277,620  

California — 10.0%

                               

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

    5.000     10/1/34       500,000       567,515  

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

    5.000     5/1/46       2,000,000       2,245,300  

California State MFA Revenue:

                               

Senior Lien, Linux Apartment Project, Series A

    5.000     12/31/43       500,000       571,260  (d)  

Senior Lien, Linux Apartment Project, Series A

    5.000     12/31/47       200,000       227,764  (d)  

California State PCFA Water Furnishing Revenue, San Diego County Water Authority Desalination Project

    5.000     7/1/39       700,000       814,751  (b)  

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

    5.125     10/1/31       1,500,000       1,613,700  

California Statewide CDA Revenue:

                               

Provident Group-Pomona Properties LLC, Series A

    5.600     1/15/36       500,000       531,315  (b)  

Provident Group-Pomona Properties LLC, Series A

    5.750     1/15/45       360,000       382,187  (b) 

Golden State, CA, Tobacco Securitization Corp. Revenue:

                               

Tobacco Settlement Funded, Series A-1, Refunding

    5.000     6/1/47       300,000       294,480  

Tobacco Settlement Funded, Series A-2, Refunding

    5.000     6/1/47       400,000       392,640  

 

See Notes to Financial Statements.

 

4    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

California — continued

                               

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

    5.000     9/1/44     $ 500,000     $ 556,085  

Morongo Band of Mission Indians, CA, Revenue, Tribal Economic Development, Series A

    5.000     10/1/42       100,000       108,924  (b) 

M-S-R Energy Authority, CA, Natural Gas Revenue:

                               

Series B

    6.500     11/1/39       1,000,000       1,475,630  

Series C

    7.000     11/1/34       2,000,000       2,947,460  

Series C

    6.500     11/1/39       2,000,000       2,951,260  

Redding, CA, Redevelopment Agency, Tax Allocation, Shastec Redevelopment Project

    5.000     9/1/29       600,000       601,476  

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

    5.500     9/1/45       620,000       663,989  

Total California

                            16,945,736  

Colorado — 3.6%

                               

Aristation Metropolitan District, CO, GO, Convertible Unlimited & Special Revenue, Refunding and Improvements

    5.000     12/1/38       500,000       515,240  

Colorado State High Performance Transportation Enterprise Revenue, C-470 Express Lanes

    5.000     12/31/51       150,000       162,504  

North Range, CO, Metropolitan District #2, GO, Series A, Refunding

    5.625     12/1/37       500,000       515,620  

Public Authority for Colorado Energy, Natural Gas Purchase Revenue, Series 2008

    6.125     11/15/23       4,000,000       4,450,920  

Solaris, CO, Metropolitan District #3, GO, Subordinate Limited Tax, Series B

    7.000     12/15/46       500,000       496,715  

Total Colorado

                            6,140,999  

Connecticut — 0.7%

                               

Connecticut State Special Tax Revenue, Transportation Infrastructure, Series A

    5.000     1/1/37       500,000       572,180  

State of Connecticut, GO, Series A

    4.000     4/15/37       600,000       650,100  

Total Connecticut

                            1,222,280  

Delaware — 1.2%

                               

Delaware State EDA Revenue, Indian River Power LLC

    5.375     10/1/45       2,000,000       2,073,680  

District of Columbia — 1.6%

                               

District of Columbia Revenue:

                               

Friendship Public Charter School Inc.

    5.000     6/1/42       2,000,000       2,093,300  

Ingleside Rock Creek Project, Series A

    4.125     7/1/27       100,000       103,136  

KIPP Charter School

    6.000     7/1/33       200,000       234,688  (c) 

KIPP Charter School

    6.000     7/1/43       250,000       293,360  (c) 

Total District of Columbia

                            2,724,484  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   5


Schedule of investments (unaudited) (cont’d)

April 30, 2019

 

Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Florida — 2.3%

                               

Florida State Development Finance Corp., Educational Facilities Revenue:

                               

Renaissance Charter School Inc. Projects, Series A

    6.000     6/15/35     $ 250,000     $ 267,370  (b) 

Renaissance Charter School Inc. Projects, Series A

    6.125     6/15/46       215,000       227,487  (b) 

Florida State Mid-Bay Bridge Authority Revenue, Series A, Refunding

    5.000     10/1/28       500,000       573,165  

Martin County, FL, IDA, Revenue, Indiantown Cogeneration LP Project, Refunding

    4.200     12/15/25       1,500,000       1,528,950  (b)(d) 

Palm Beach County, FL, Health Facilities Authority Revenue, Sinai Residences Boca Raton Project

    7.500     6/1/49       400,000       450,876  

Reunion, FL, East Community Development District, Special Assessment Bond:

                               

Series 1

    6.600     5/1/33       295,000       296,912  

Series A-2

    7.375     5/1/33       285,000       3  *(e) 

Santa Rosa, FL, Bay Bridge Authority Revenue

    6.250     7/1/28       722,671       538,390  *(e) 

Total Florida

                            3,883,153  

Georgia — 1.9%

                               

Atlanta, GA, Water & Wastewater Revenue, Series A

    6.250     11/1/39       2,000,000       2,046,280  (c) 

DeKalb Newton & Gwinnett Counties, GA, Joint Development Authority Revenue, GGC Foundation LLC Project

    6.125     7/1/40       1,000,000       1,007,330  (c) 

Main Street Natural Gas Inc., GA, Gas Project Revenue, Series A

    5.000     5/15/43       150,000       170,982  

Total Georgia

                            3,224,592  

Hawaii — 1.2%

                               

Hawaii State Department of Budget & Finance Special Purpose Revenue, Hawaiian Electric Co. and Subsidary Project

    6.500     7/1/39       2,000,000       2,018,980  

Illinois — 9.5%

                               

Chicago, IL, Board of Education, Dedicated Capital Improvement, Special Tax Revenue

    5.000     4/1/42       500,000       543,810  

Chicago, IL, Board of Education, GO, Series C

    5.000     12/1/32       250,000       289,810  

Chicago, IL, GO:

                               

Series 2005D, Refunding

    5.500     1/1/34       1,250,000       1,369,912  

Series 2019A

    5.000     1/1/44       500,000       531,070  

Series A, Refunding

    6.000     1/1/38       300,000       342,288  

Series C, Refunding

    5.000     1/1/25       500,000       547,735  

Chicago, IL, Motor Fuel Tax Revenue, Refunding, AGM

    5.000     1/1/32       1,000,000       1,083,830  

Chicago, IL, O’Hare International Airport Revenue:

                               

Senior Lien, Series G

    5.000     1/1/42       500,000       564,290  (d) 

Series A, Refunding

    5.000     1/1/31       1,500,000       1,694,355  (d) 

 

See Notes to Financial Statements.

 

6    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Illinois — continued

                               

Chicago, IL, Transit Authority, Sales Tax Receipts Revenue, Second Lien

    5.000     12/1/51     $ 1,000,000     $ 1,095,360  

Chicago, IL, Wastewater Transmission Revenue, Second Lien, Series B, Refunding

    5.000     1/1/38       500,000       553,245  

Chicago, IL, Waterworks Revenue:

                               

Second Lien, Refunding

    5.000     11/1/29       500,000       585,130  

Second Lien, Series 2017-2, Refunding, AGM

    5.000     11/1/32       1,260,000       1,457,492  

Illinois State Finance Authority Revenue, Franciscan Communities Inc., Series A

    5.250     5/15/47       1,000,000       1,037,470  

Illinois State University, Auxiliary Facilities System Revenue, Series A, Refunding, AGM

    5.000     4/1/28       100,000       118,237  

Illinois State, GO:

                               

Series 2016, Refunding

    5.000     2/1/26       650,000       711,627  

Series 2016, Refunding

    5.000     2/1/29       300,000       328,314  

Series A, Refunding

    5.000     10/1/29       1,100,000       1,217,139  

Series D

    5.000     11/1/26       1,200,000       1,321,584  

Metropolitan Pier & Exposition Authority, IL, Dedicated State Revenue:

                               

McCormick Place Expansion Project, Series A, CAB, State Appropriations

    0.000     12/15/52       700,000       155,603  

McCormick Place Expansion Project, Series A, State Appropriations

    5.000     6/15/57       350,000       375,025  

McCormick Place Expansion Project, Series B2, Refunding, State Appropriations

    5.000     6/15/50       155,000       156,784  

Total Illinois

                            16,080,110  

Indiana — 1.6%

                               

Indiana State Finance Authority Revenue, Private Activity Ohio River Bridges East End Crossing Project, Series A

    5.000     7/1/48       2,000,000       2,154,320  (d) 

Valparaiso, IN, Exempt Facilities Revenue, Pratt Paper LLC Project

    7.000     1/1/44       500,000       581,855  (d) 

Total Indiana

                            2,736,175  

Kentucky — 3.0%

                               

Kentucky State PEA, Gas Supply Revenue:

                               

Series A

    4.000     4/1/24       1,400,000       1,510,726  (f)(g) 

Series B

    4.000     1/1/25       1,500,000       1,640,325  (f)(g) 

Owen County, KY Waterworks System Revenue, Kentucky American Water Co. Project, Series A

    6.250     6/1/39       2,000,000       2,006,600  

Total Kentucky

                            5,157,651  

Louisiana — 0.5%

                               

Louisiana State PFA, Lease Revenue, Provident Group, Flagship Properties

    5.000     7/1/42       700,000       786,156  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   7


Schedule of investments (unaudited) (cont’d)

April 30, 2019

 

Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Maryland — 1.9%

                               

Maryland State Health & Higher EFA Revenue, Mercy Medical Center

    6.250     7/1/31     $ 3,000,000     $ 3,247,200  

Massachusetts — 1.4%

                               

Massachusetts State DFA Revenue:

                               

Newbridge Charles Inc., Refunding

    5.000     10/1/47       250,000       264,952  (b)  

Tufts Medical Center Inc., Series I, Prerefunded

    6.875     1/1/41       600,000       650,604  (c)  

Tufts Medical Center Inc., Series I, Unrefunded

    6.875     1/1/41       400,000       433,736  (c)  

UMass Boston Student Housing Project

    5.000     10/1/41       200,000       217,936  

Wellforce Issue, Series A, Refunding

    5.000     7/1/36       500,000       583,210  

Wellforce Issue, Series A, Refunding

    5.000     7/1/44       250,000       286,090  

Total Massachusetts

                            2,436,528  

Michigan — 1.4%

                               

Detroit, MI, Downtown Development Authority Revenue, Catalyst Development, Series A, Refunding, AGM

    5.000     7/1/43       250,000       271,768  

Great Lakes, MI, Water Authority Water Supply System Revenue, Senior Lien, Series C, Refunding

    5.000     7/1/35       200,000       232,490  

Michigan State Finance Authority Limited Obligation Revenue:

                               

Higher Education, Thomas M Cooley Law School Project, Refunding

    6.000     7/1/24       310,000       318,788  (b) 

Higher Education, Thomas M Cooley Law School Project, Refunding

    6.750     7/1/44       230,000       237,284  (b)  

Michigan State Finance Authority Revenue:

                               

Senior Lien, Great Lakes Water Authority, Series C-1, Refunding

    5.000     7/1/44       270,000       288,895  

Senior Lien, Great Lakes Water Authority, Series C-6, Refunding

    5.000     7/1/33       260,000       291,780  

Series A

    4.000     11/15/50       400,000       419,832  (a) 

Michigan State Strategic Fund Limited Obligation Revenue, I-75 Improvement Project

    5.000     12/31/43       250,000       286,407  (d) 

Total Michigan

                            2,347,244  

Missouri — 2.2%

                               

Kansas City, MO, IDA, Senior Living Facilities Revenue, Kingswood Project

    6.000     11/15/51       200,000       167,618  (b) 

Missouri State HEFA Revenue, Senior Living Facilities:

                               

Lutheran Senior Services

    6.000     2/1/41       500,000       524,510  

Lutheran Senior Services

    5.000     2/1/44       750,000       792,270  

St. Louis County, MO, IDA, Senior Living Facilities Revenue, Friendship Village of Sunset Hills, Series A

    5.875     9/1/43       2,000,000       2,173,300  

Total Missouri

                            3,657,698  

 

See Notes to Financial Statements.

 

8    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Nebraska — 2.1%

                               

Central Plains Energy Project, NE, Gas Project Revenue, Project #3, Series A, Refunding

    5.000     9/1/42     $ 3,340,000     $ 3,618,489  

Nevada — 0.5%

                               

State of Nevada Department of Business & Industry Revenue:

                               

Charter School Lease Revenue, Somerset Academy, Series A

    5.000     12/15/35       300,000       318,537  (b)  

Charter School Lease Revenue, Somerset Academy, Series A

    5.125     12/15/45       500,000       524,695  (b)  

Total Nevada

                            843,232  

New Jersey — 6.2%

                               

Gloucester County, NJ, Pollution Control Financing Authority Revenue, Keystone Urban Renewal, Logan Generating, Refunding, Series A

    5.000     12/1/24       450,000       482,054  (d)  

New Jersey State EDA Revenue, Private Activity-The Goethals Bridge Replacement Project

    5.375     1/1/43       1,500,000       1,657,350  (d) 

New Jersey State EDA, Special Facility Revenue, Port Newark Container Terminal LLC Project, Refunding

    5.000     10/1/37       125,000       137,038  (d) 

New Jersey State Health Care Facilities Financing Authority Revenue, Hackensack Meridian Health, Series A, Refunding

    5.000     7/1/38       100,000       116,456  

New Jersey State Higher Education State, Student Assistance Authority Revenue, Subordinate, Series 1B

    5.000     12/1/44       640,000       683,622  (d)  

New Jersey State Transportation Trust Fund Authority Revenue, Transportation Program, Series AA

    5.250     6/15/32       4,720,000       5,226,314  

Salem County, NJ, Pollution Control Financing Authority Revenue, Chambers Project, Series A

    5.000     12/1/23       2,000,000       2,136,380  (d) 

Tobacco Settlement Financing Corp., NJ, Revenue, Senior, Series A, Refunding

    5.000     6/1/46       150,000    

 

163,950

 

Total New Jersey

                            10,603,164  

New York — 2.7%

                               

Brooklyn Arena, NY, Local Development Corp. Revenue, Barclays Center Project

    6.250     7/15/40       2,000,000       2,066,820  (c)  

New York State Liberty Development Corp., Liberty Revenue, 3 World Trade Center Project, Class 1, Refunding

    5.000     11/15/44       1,205,000       1,297,749  (b) 

New York State Transportation Development Corp., Special Facilities Revenue:

                               

Delta Air Lines Inc., LaGuardia Airport Terminal C & D Redevelopment Project

    5.000     1/1/36       750,000       867,397  (d) 

LaGuardia Airport Terminal B Redevelopment Project

    5.000     7/1/46       300,000       325,584  (d) 

Total New York

                            4,557,550  

North Carolina — 0.3%

                               

North Carolina State Turnpike Authority, Monroe Expressway Toll Revenue, Series A, Refunding, State Appropriations

    5.000     7/1/47       500,000       547,495  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   9


Schedule of investments (unaudited) (cont’d)

April 30, 2019

 

Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Ohio — 0.4%

                               

Ohio State Private Activity Revenue, Portsmouth Bypass Project

    5.000     6/30/53     $ 700,000     $ 749,154  (d)   

Oklahoma — 1.0%

                               

Payne County, OK, Economic Development Authority Revenue, Epworth Living at The Ranch, Series A

    6.250     11/1/31       215,000       78,475  *(e) 

Tulsa County, OK, Industrial Authority, Senior Living Community Revenue:

                               

Montereau Inc. Project

    5.250     11/15/37       500,000       563,395  

Montereau Inc. Project, Series A

    7.125     11/1/30       1,000,000       1,052,500  (c) 

Total Oklahoma

                            1,694,370  

Oregon — 0.8%

                               

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

    5.000     11/15/37       500,000       551,445  

Yamhill County, OR, Hospital Authority Revenue, Friendsview Retirement Community, Refunding

    5.000     11/15/51       725,000       765,962  

Total Oregon

                            1,317,407  

Pennsylvania — 5.6%

                               

Commonwealth Financing Authority, PA, Tobacco Master Settlement Payment Revenue, Series 2018

    5.000     6/1/33       200,000       235,932  

Cumberland County, PA, Municipal Authority Revenue, Diakon Lutheran Social Ministries Project

    5.000     1/1/28       350,000       387,888  

Erie County, PA, Convention Center Authority Guaranteed Hotel Revenue, County Guaranty, Refunding

    5.000     1/15/36       750,000       850,267  

Montgomery County, PA, Industrial Development Authority, Retirement Community Revenue:

                               

Acts Retirement-Life-Communities, Refunding

    5.000     11/15/28       1,400,000       1,504,454  

Acts Retirement-Life-Communities, Refunding

    5.000     11/15/29       1,350,000       1,446,674  

Pennsylvania State Turnpike Commission Revenue, Subordinated, Series B, Refunding

    5.000     6/1/39       3,170,000       3,559,244  

Philadelphia, PA, Authority for Industrial Development Revenue:

                               

Discovery Charter School Project

    6.250     4/1/37       500,000       509,400  

Performing Arts Charter School Project

    6.000     6/15/23       360,000       370,220  (b) 

Philadelphia, PA, Authority for Industrial Development, City Service Agreement Revenue, Rebuild Project

    5.000     5/1/38       500,000       576,175  

Total Pennsylvania

                            9,440,254  

Puerto Rico — 0.4%

                               

Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue, Restructured, Series A-1

    5.000     7/1/58       750,000       741,045  

Texas — 19.2%

                               

Arlington, TX, Higher Education Finance Corp., Education Revenue, Uplift Education, Series A

    5.000     12/1/46       200,000       217,872  

 

See Notes to Financial Statements.

 

10    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Texas — continued

                               

Arlington, TX, Special Tax Revenue, Subordinated Lien, Series C, BAM

    5.000     2/15/41     $ 500,000     $ 555,175  

Central Texas Regional Mobility Authority Revenue, Subordinated Lien, Refunding

    5.000     1/1/42       2,000,000       2,151,300  

Dallas/Fort Worth, TX, International Airport Revenue, Joint Improvement, Series D

    5.000     11/1/42       4,000,000       4,232,880  (d) 

Grand Parkway Transportation Corp., TX, System Toll Revenue, Convertible CAB, Series B (Step bond, 0.000% until 10/1/28; 5.500%)

    0.000     10/1/35       1,500,000       1,526,070  

Gulf Coast, TX, IDA, Solid Waste Disposal Revenue, Citgo Petroleum Corp. Project

    4.875     5/1/25       1,000,000       1,005,730  (d) 

Love Field, TX, Airport Modernization Corp., General Airport Revenue:

                               

Series 2017

    5.000     11/1/33       20,000       23,149  (d)  

Series 2017

    5.000     11/1/36       20,000       22,943  (d)  

Love Field, TX, Airport Modernization Corp., Special Facilities Revenue, Southwest Airlines Co. Project

    5.250     11/1/40       5,000,000       5,201,000  

New Hope Cultural Education Facilities Finance Corp., TX, Senior Living Revenue:

                               

Cardinal Bay Inc., Village on the Park Carriage Inn Project

    5.000     7/1/46       100,000       112,019  

Cardinal Bay Inc., Village on the Park Carriage Inn Project

    5.000     7/1/46       150,000       161,340  

Cardinal Bay Inc., Village on the Park Carriage Inn Project

    5.000     7/1/51       150,000       166,999  

New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Revenue:

                               

MRC Crestview

    5.000     11/15/36       550,000       582,901  

MRC Senior Living, Langford Project

    5.375     11/15/36       475,000       483,080  

Westminster Manor Project

    5.000     11/1/40       1,000,000       1,087,910  

New Hope, TX, Cultural Education Facilities Finance Corp., Student Housing Revenue, Collegiate Housing Stephenville II LLC, Tartleton State University Project

    5.000     4/1/39       1,165,000       1,226,023  

Tarrant County, TX, Cultural Education Facilities Finance Corp., Retirement Facility Revenue, Buckner Retirement Services Inc. Project, Refunding

    5.000     11/15/37       700,000       783,251  

Texas Midwest Public Facility Corp., Revenue, Secure Treatment Facility Project

    9.000     10/1/30       2,000,000       460,000  *(e) 

Texas Private Activity Bond Surface Transportation Corp. Revenue, Senior Lien, Blueridge Transportation Group LLC

    5.000     12/31/40       1,000,000       1,096,440  (d) 

Texas State Municipal Gas Acquisition & Supply Corp. I, Gas Supply Revenue, Senior Lien, Series D

    6.250     12/15/26       930,000       1,078,502  

Texas State Municipal Gas Acquisition & Supply Corp. III, Gas Supply Revenue, Series 2012

    5.000     12/15/28       1,500,000       1,637,535  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   11


Schedule of investments (unaudited) (cont’d)

April 30, 2019

 

Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Texas — continued

                               

Texas State Private Activity Bond Surface Transportation Corp. Revenue:

                               

Senior Lien, LBJ Infrastructure Group LLC

    7.000     6/30/40     $ 4,000,000     $ 4,228,280  

Senior Lien, NTE Mobility Partners LLC North Tarrant Express Managed Lanes Project

    6.875     12/31/39       2,000,000       2,064,040  

Texas State Public Finance Authority Charter School Finance Corp. Revenue, Cosmos Foundation Inc., Series A

    6.200     2/15/40       1,000,000       1,034,800  (c) 

Texas State Water Development Board Revenue, State Water Implementation Fund, Series A

    5.000     10/15/43       1,000,000       1,183,480  (h) 

Willacy County, TX, Jail, Public Facilities Corp. Project Revenue

    7.500     11/1/25       360,000       330,232  

Total Texas

                            32,652,951  

U.S. Virgin Islands — 1.4%

                               

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

    6.750     10/1/37       2,400,000       2,358,240  

Utah — 0.5%

                               

Utah State Charter School Finance Authority, Charter School Revenue, Syracuse Arts Academy Project, UT CSCE

    5.000     4/15/42       250,000       279,050  

Utah State Infrastructure Agency, Telecommunication Revenue, Series A

    5.250     10/15/33       550,000       610,544  

Total Utah

                            889,594  

Virginia — 2.3%

                               

Virginia State Port Authority, Port Facilities Revenue:

                               

Series B, Refunding

    5.000     7/1/41       250,000       283,705  (d)  

Series B, Refunding

    5.000     7/1/45       300,000       338,916  (d)  

Virginia State Small Business Financing Authority Revenue:

                               

Senior Lien, Elizabeth River Crossing OpCo LLC Project

    5.250     1/1/32       1,000,000       1,071,470  (d) 

Senior Lien, Elizabeth River Crossing OpCo LLC Project

    5.500     1/1/42       2,000,000       2,161,080  (d) 

Total Virginia

                            3,855,171  

Wisconsin — 1.6%

                               

Public Finance Authority, WI, Ltd. Obligation Pilot Revenue:

                               

American Dream @ Meadowlands Project

    5.000     12/1/27       450,000       491,967  (b)  

American Dream @ Meadowlands Project

    7.000     12/1/50       250,000       292,570  (b) 

Public Finance Authority, WI, Revenue:

                               

Celanese Project, Series B, Refunding

    5.000     12/1/25       550,000       622,952  (d) 

Church Home of Hartford Inc. Project, Refunding

    5.000     9/1/38       250,000       260,175  (b) 

Public Finance Authority, WI, Student Housing Revenue, CHF Wilmington LLC, University of North Carolina at Wilmington Project AGM

    5.000     7/1/53       1,000,000       1,114,730  

Total Wisconsin

                            2,782,394  

Total Investments before Short-Term Investments (Cost — $157,475,420)

 

    167,892,106  

 

See Notes to Financial Statements.

 

12    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Western Asset Municipal High Income Fund Inc.

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  
Short-Term Investments — 0.5%                                
Municipal Bonds — 0.5%                                

Connecticut — 0.1%

                               

Connecticut State HFA, Subseries B-6, SPA - Bank of Tokyo-Mitsubishi UFJ

    2.330     5/15/34     $ 100,000     $ 100,000  (i)(j)   

Florida — 0.0%

                               

Liberty County, FL, Industrial Development Revenue, Georgia Pacific Corp. Project

    2.380     10/1/28       100,000       100,000  (b)(d)(i)(j)  

New York — 0.0%

                               

New York State Urban Development Corp. Revenue, State Facilities, Series A3A, SPA - JPMorgan Chase

    2.330     3/15/33       100,000       100,000  (i)(j)   

North Carolina — 0.2%

                               

North Carolina State Medical Care Commission, Health Care Facilities Revenue, Novant Health Group, Series B, SPA - JPMorgan Chase

    2.240     11/1/34       300,000       300,000  (i)(j)   

Texas — 0.1%

                               

Houston, TX, Combined Utility Systems Revenue, First Lien B-3, Refunding , LOC - Sumitomo Mitsui Banking

    2.330     5/15/34       100,000       100,000  (i)(j)   

Washington — 0.1%

                               

Washington State HFC, Non-Profit Housing Revenue, Overlake School Project, LOC - Wells Fargo Bank N.A.

    2.300     10/1/29       100,000       100,000  (i)(j)   

Total Municipal Bonds (Cost — $800,000)

 

    800,000  
                   Shares         
Money Market Funds — 0.0%                                

Dreyfus Government Cash Management, Institutional Shares (Cost — $96,044)

    2.452             96,044       96,044  

Total Short-Term Investments (Cost — $896,044)

 

    896,044  

Total Investments — 99.2% (Cost — $158,371,464)

 

    168,788,150  

Other Assets in Excess of Liabilities — 0.8%

                            1,435,380  

Total Net Assets — 100.0%

 

  $ 170,223,530  

 

*

Non-income producing security.

 

(a) 

Securities traded on a when-issued or delayed delivery basis.

 

(b) 

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 Directors.

 

(c) 

Pre-Refunded bonds are generally escrowed with U.S. government obligations and/or U.S. government agency securities.

 

(d) 

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

 

(e) 

The coupon payment on these securities is currently in default as of April 30, 2019.

 

(f) 

Maturity date shown represents the mandatory tender date.

 

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   13


Schedule of investments (unaudited) (cont’d)

April 30, 2019

 

Western Asset Municipal High Income Fund Inc.

 

(g) 

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.

 

(h) 

All or a portion of this security is held at the broker as collateral for open futures contracts.

 

(i) 

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.

 

(j) 

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

 

Abbreviations used in this schedule:

AGM   — Assured Guaranty Municipal Corporation — Insured Bonds
BAM   — Build America Mutual — Insured Bonds
CAB   — Capital Appreciation Bonds
CDA   — Communities Development Authority
CSCE   — Charter School Credit Enhancement
DFA   — Development Finance Agency
EDA   — Economic Development Authority
EFA   — Educational Facilities Authority
GO   — General Obligation
HEFA   — Health & Educational Facilities Authority
HFA   — Housing Finance Agency
HFC   — Housing Finance Commission
IDA   — Industrial Development Authority
LOC   — Letter of Credit
MFA   — Municipal Finance Authority
PCFA   — Pollution Control Financing Authority
PEA   — Public Energy Authority
PFA   — Public Facilities Authority
SPA   — Standby Bond Purchase Agreement — Insured Bonds

At April 30, 2019, the Fund had the following open futures contracts:

 

      Number of
Contracts
     Expiration
Date
     Notional
Amount
     Market
Value
     Unrealized
Depreciation
 
Contracts to Sell:                                             
U.S. Treasury Ultra Long-Term Bonds      16        6/19      $ 2,593,472      $ 2,628,500      $ (35,028)  

 

See Notes to Financial Statements.

 

14    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Statement of assets and liabilities (unaudited)

April 30, 2019

 

Assets:         

Investments, at value (Cost — $158,371,464)

   $ 168,788,150  

Interest receivable

     2,743,162  

Prepaid expenses

     11,475  

Total Assets

     171,542,787  
Liabilities:         

Payable for securities purchased

     636,515  

Distributions payable

     551,640  

Investment management fee payable

     76,669  

Payable to broker — variation margin on open futures contracts

     11,000  

Directors’ fees payable

     3,309  

Accrued expenses

     40,124  

Total Liabilities

     1,319,257  
Total Net Assets    $ 170,223,530  
Net Assets:         

Par value ($0.01 par value; 21,632,934 shares issued and outstanding; 500,000,000 shares authorized)

   $ 216,329  

Paid-in capital in excess of par value

     163,455,699  

Total distributable earnings (loss)

     6,551,502  
Total Net Assets    $ 170,223,530  
Shares Outstanding      21,632,934  
Net Asset Value      $7.87  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   15


Statement of operations (unaudited)

For the Six Months Ended April 30, 2019

 

Investment Income:         

Interest

   $ 3,955,105  
Expenses:         

Investment management fee (Note 2)

     456,844  

Audit and tax fees

     24,312  

Directors’ fees

     21,094  

Transfer agent fees

     15,937  

Fund accounting fees

     11,946  

Shareholder reports

     10,289  

Legal fees

     7,704  

Stock exchange listing fees

     6,199  

Insurance

     1,570  

Custody fees

     1,525  

Interest expense

     330  

Miscellaneous expenses

     5,881  

Total Expenses

     563,631  
Net Investment Income      3,391,474  
Realized and Unrealized Gain (Loss) on Investments and Futures Contracts (Notes 1, 3 and 4):         

Net Realized Gain (Loss) From:

        

Investment transactions

     (25,021)  

Futures contracts

     33,645  

Net Realized Gain

     8,624  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     4,398,836  

Futures contracts

     (35,028)  

Change in Net Unrealized Appreciation (Depreciation)

     4,363,808  
Net Gain on Investments and Futures Contracts      4,372,432  
Increase in Net Assets From Operations    $ 7,763,906  

 

 

See Notes to Financial Statements.

 

16    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Statements of changes in net assets

 

 

For the Six Months Ended April 30, 2019 (unaudited)
and the Year Ended October 31, 2018
   2019      2018  
Operations:                  

Net investment income

   $ 3,391,474      $ 6,928,153  

Net realized gain (loss)

     8,624        (1,591,334)  

Change in net unrealized appreciation (depreciation)

     4,363,808        (4,407,863)  

Increase in Net Assets From Operations

     7,763,906        928,956  
Distributions to Shareholders From (Note 1):                  

Total distributable earnings(a)

     (3,309,838)        (6,619,678)  

Decrease in Net Assets From Distributions to Shareholders

     (3,309,838)        (6,619,678)  

Increase (Decrease) in Net Assets

     4,454,068        (5,690,722)  
Net Assets:                  

Beginning of period

     165,769,462        171,460,184  

End of period(b)

   $ 170,223,530      $ 165,769,462  

 

(a)  

Distributions from net investment income and from realized gains are no longer required to be separately disclosed (Note 8). For the year ended October 31, 2018, distributions from net investment income were $6,619,678.

 

(b) 

Parenthetical disclosure of undistributed net investment income is no longer required (Note 8). For the year ended October 31, 2018, end of year net assets included undistributed net investment income of $277,456.

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   17


Financial highlights

 

For a share of capital stock outstanding throughout each year ended October 31, unless otherwise noted:  
     20191,2     20181     20171     20161     20151     20141  
Net asset value, beginning of period     $7.66       $7.93       $8.09       $7.97       $8.11       $7.55  
Income (loss) from operations:            

Net investment income

    0.16       0.32       0.32       0.31       0.36       0.36  

Net realized and unrealized gain (loss)

    0.20       (0.28)       (0.17)       0.14       (0.15)       0.57  

Total income from operations

    0.36       0.04       0.15       0.45       0.21       0.93  
Less distributions from:            

Net investment income

    (0.15) 3      (0.31)       (0.31)       (0.33)       (0.35)       (0.37)  

Total distributions

    (0.15)       (0.31)       (0.31)       (0.33)       (0.35)       (0.37)  
Net asset value, end of period     $7.87       $7.66       $7.93       $8.09       $7.97       $8.11  
Market price, end of period     $7.40       $6.91       $7.49       $7.53       $7.47       $7.47  

Total return, based on NAV4,5

    4.79     0.45     1.92     5.71     2.62     12.60

Total return, based on Market Price6

    9.36     (3.76)     3.67     5.09     4.73     14.76
Net assets, end of period (millions)     $170       $166       $171       $175       $172       $175  
Ratios to average net assets:            

Gross expenses

    0.68 %7      0.68     0.69     0.71     0.69     0.71

Net expenses

    0.68 7       0.68       0.69       0.71       0.69       0.71  

Net investment income

    4.08 7       4.09       4.06       3.87       4.52       4.58  
Portfolio turnover rate     4     13     11     17     7     16

 

1 

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

 

2 

For the six months ended April 30, 2019 (unaudited).

 

3 

The actual source of the Fund’s current fiscal year distributions may be from net investment income, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year.

 

4 

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.

 

5 

The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

6 

The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

7 

Annualized.

 

See Notes to Financial Statements.

 

18    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

Western Asset Municipal High Income Fund Inc. (the “Fund”) was incorporated in Maryland and is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund seeks high current income exempt from federal income taxes. The Fund seeks to achieve its investment objective by investing primarily in intermediate and long-term municipal debt securities issued by state and local governments. However, the Fund may invest in municipal obligations of any maturity. The Fund may invest up to 100% of its assets in municipal obligations rated below investment grade (commonly referred to as “junk bonds”). Investment grade securities are those rated in the Baa/BBB categories or above by at least one National Recognized Statistical Rating Organization that provides such a rating or unrated securities that we determined to be of comparable credit quality. For credit ratings purposes, pre-refunded bonds are deemed to be unrated. The subadviser determines the credit quality of pre-refunded bonds based on the quality of the escrowed collateral and such other factors as the subadviser deems appropriate.

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 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 Directors.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   19


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

 

The Board of Directors 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 Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. 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 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 Directors, 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 Directors 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)

 

20    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


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

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

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable
Inputs (Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Municipal bonds†         $ 167,892,106           $ 167,892,106  
Short-term investments†:                                

Municipal bonds

          800,000             800,000  

Money market funds

  $ 96,044                   96,044  
Total short-term investments     96,044       800,000             896,044  
Total investments   $ 96,044     $ 168,692,106           $ 168,788,150  
LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable
Inputs (Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other financial instruments:                                

Futures contracts

  $ 35,028                 $ 35,028  

 

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

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   21


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

 

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) Credit and market risk. The Fund invests in high-yield instruments that are subject to certain credit and market risks. The yields of high-yield obligations reflect, among other things, perceived credit and market risks. The Fund’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.

(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 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 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 NAV 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.

 

22    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


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 over-the-counter 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 April 30, 2019, the Fund did not have any open OTC derivative transactions with credit related contingent features in a net liability position.

(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, if any, are declared quarterly and paid on a monthly basis. The actual source of the Fund’s monthly distributions may be from net investment income, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year. 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) 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.

(i) 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

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   23


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

 

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 October 31, 2018, 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.

(j) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.

2. Investment management agreement and other transactions with affiliates

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

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.55% of the Fund’s average daily net assets.

LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset monthly 70% of the net management fee it receives from the Fund.

All officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

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 Directors. 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 Directors 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 six months ended April 30, 2019, such purchase and sale transactions (excluding accrued interest) were $12,335,000 and $7,235,000, respectively.

3. Investments

During the six months ended April 30, 2019, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 8,617,400  
Sales        6,999,841  

 

24    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


At April 30, 2019, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
(Depreciation)
 
Securities    $ 158,371,464      $ 12,570,661      $ (2,153,975)      $ 10,416,686  
Futures contracts                    (35,028)        (35,028)  

4. Derivative instruments and hedging activities

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at April 30, 2019.

 

LIABILITY DERIVATIVES1  
      Interest
Rate Risk
 
Futures contracts2    $ 35,028  

 

1 

Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation).

 

2

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities.

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the six months ended April 30, 2019. 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    $ 33,645  

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
 
Futures contracts    $ (35,028)  

During the six months ended April 30, 2019, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Futures contracts (to sell)      $ 803,692  

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   25


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

 

5. Distributions subsequent to April 30, 2019

The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report:

 

Record Date      Payable Date        Amount  
4/18/2019        5/1/2019        $ 0.0255  
5/24/2019        6/3/2019        $ 0.0255  
6/21/2019        7/1/2019        $ 0.0255  
7/19/2019        8/1/2019        $ 0.0255  
8/23/2019        9/3/2019        $ 0.0255  

6. Stock repurchase program

On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the six months ended April 30, 2019, the Fund did not repurchase any shares.

7. Deferred capital losses

As of October 31, 2018, the Fund had deferred capital losses of $4,342,337, which have no expiration date, that will be available to offset future taxable capital gains.

8. Recent accounting pronouncements

In August 2018, the Securities and Exchange Commission released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the Fund adopted the Final Rule with the most notable impacts being that the Fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets. The tax components of distributable earnings and distributions to shareholders continue to be disclosed within the Notes to Financial Statements.

The Fund has adopted the disclosure provisions of the Financial Accounting Standards Board Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820)Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and

 

26    Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report


interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13. The impact of the Fund’s adoption was limited to changes in the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

 

Western Asset Municipal High Income Fund Inc. 2019 Semi-Annual Report   27


Board approval of management and subadvisory agreements (unaudited)

 

Background

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of Western Asset Municipal High Income Fund Inc. (the “Fund”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management contract (the “Management Agreement”) with the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) with the Manager’s affiliate, Western Asset Management Company, LLC (“Western Asset”). At a meeting (the “Contract Renewal Meeting”) held in-person on November 7 and 8, 2018, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreement for an additional one-year term. To assist in its consideration of the renewals of the Management Agreement and the Sub-Advisory Agreement, the Board received and considered a variety of information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Manager and Western Asset, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board’s supervision (the “Legg Mason Closed-end Funds”), certain portions of which are discussed below. A presentation made by the Manager and Western Asset to the Board at the Contract Renewal Meeting in connection with its evaluations of the Management Agreement and the Sub-Advisory Agreement encompassed the Fund and other Legg Mason Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and Western Asset to the Fund. The Board’s evaluation took into account the information received throughout the year and also reflected the knowledge and familiarity gained as members of the Boards of the Fund and other Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and Western Asset.

At a meeting held by conference call on October 31, 2018, the Independent Directors in preparation for the Contract Renewal Meeting met in a private session with their independent counsel to review Contract Renewal Information in respect of the Legg Mason Closed-end Funds, including the Fund, received to date. No representatives of the Manager or Western Asset participated in this meeting. The discussion below reflects all of these reviews.

The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and Western Asset provides the Fund with certain investment sub-advisory services pursuant to the Sub-Advisory Agreement. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and the investment sub-advisory functions being rendered by Western Asset.

 

28    Western Asset Municipal High Income Fund Inc.


 

Board approval of management agreement and sub-advisory agreement

In its deliberations regarding renewal of the Management Agreement and the Sub-Advisory Agreement, the Board, including the Independent Directors, considered the factors below.

Nature, extent and quality of the services under the management agreement and sub-advisory agreement

The Board received and considered Contract Renewal Information regarding the nature, extent, and quality of services provided to the Fund by the Manager and Western Asset under the Management Agreement and the Sub-Advisory Agreement, respectively, during the past year. The Board also reviewed Contract Renewal Information regarding the Fund’s compliance policies and procedures established pursuant to the 1940 Act.

The Board reviewed the qualifications, backgrounds, and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the Contract Renewal Information and the Board’s discussions with the Manager and Western Asset at the Contract Renewal Meeting, the general reputation and investment performance records of the Manager, Western Asset and their affiliates and the financial resources available to the corporate parent of the Manager and Western Asset, Legg Mason, Inc. (“Legg Mason”), to support their activities in respect of the Fund and the other Legg Mason Closed-end Funds.

The Board considered the responsibilities of the Manager and Western Asset under the Management Agreement and the Sub-Advisory Agreement, respectively, including the Manager’s coordination and oversight of the services provided to the Fund by Western Asset and others. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of the delegee. Pursuant to this provision of the Management Agreement, the Manager does not provide day-to-day portfolio management services to the Fund. Rather, portfolio management services for the Fund are provided by Western Asset pursuant to the Sub-Advisory Agreement.

In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreement, the Board took into account that Fund shareholders, in pursuing their investment goals and objectives, likely purchased their shares based upon the reputation and the investment style, philosophy and strategy of the Manager and Western Asset, as well as the resources available to the Manager and Western Asset.

The Board concluded that, overall, the nature, extent, and quality of the management and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreement have been satisfactory under the circumstances.

 

Western Asset Municipal High Income Fund Inc.   29


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

 

Fund performance

The Board received and considered information regarding Fund performance, including information and analyses (the “Broadridge Performance Information”) for the Fund, as well as for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. The Performance Universe included the Fund and all leveraged and non-leveraged high yield municipal debt closed-end funds, as classified by Broadridge, regardless of asset size. The Performance Universe consisted of eleven funds, including the Fund, for each of the 1-, 3-, 5- and 10-year periods ended June 30, 2018. The Board noted that it had received and discussed with the Manager and Western Asset information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and its peer funds as selected by Broadridge.

The Broadridge Performance Information comparing the Fund’s performance to that of the Performance Universe based on net asset value per share showed, among other things, that the Fund’s performance was ranked tenth among the funds in the Performance Universe for the 1-year period ended such date and was ranked eleventh (last) among the Performance Universe funds for each of the 3-, 5- and 10- year periods ended such date (first being best in these performance rankings). The Fund’s performance was worse than the Performance Universe median for each of the 1-, 3-, 5- and 10-year periods ended June 30, 2017. The Board gave considerable weight to the Manager’s explanation of the Fund’s underperformance relative to the Performance Universe. In this regard, the Manager noted that the Fund was the only Performance Universe fund that does not use leverage. Because it does not use leverage, the Fund, according to the Manager, was at a relative disadvantage to the other funds in the Performance Universe during the performance measurement periods. The use of leverage in general will enhance performance in a rising municipals market and detract from performance in a declining municipals market. The Manager also noted that the Fund has made no allocation to the tobacco-backed sector, and expressed its belief that this long-standing strategy has had a negative impact on Fund performance relative to its Performance Universe. Over the 3- and 5- year periods, the Fund’s overweight to Puerto Rico credits, which have been eliminated from the portfolio, detracted from performance. The Board noted that the small number of funds in the Performance Universe as well as the inclusion of the Fund in a Performance Universe otherwise comprised of leveraged funds made meaningful performance comparisons difficult. In addition to the Fund’s performance relative to the Performance Universe, the Board considered the Fund’s performance in absolute terms and the Fund’s performance relative to its benchmark for the 1-, 3- and 5-year periods ended June 30, 2018. On a net asset value basis, the Fund outperformed its benchmark for each of the 1-, 3-, 5- and 10-year periods.

Based on the reviews and discussions of Fund performance and considering other relevant factors, including those noted above, the Board concluded, under the circumstances, that

 

30    Western Asset Municipal High Income Fund Inc.


 

continuation of the Management Agreement and the Sub-Advisory Agreement for an additional one-year period would be consistent with the interests of the Fund and its shareholders.

Management fees and expense ratios

The Board reviewed and considered the management fee (the “Management Fee”) payable by the Fund to the Manager under the Management Agreement and the sub-advisory fee (the “Sub-Advisory Fee”) payable to Western Asset under the Sub-Advisory Agreement in light of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and Western Asset. The Board noted that the Sub-Advisory Fee is paid by the Manager, not the Fund, and, accordingly, that the retention of Western Asset does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.

Additionally, the Board received and considered information and analyses prepared by Broadridge (the “Broadridge Expense Information”) comparing the Management Fee and the Fund’s overall expenses with those of funds in an expense group (the “Expense Group”) selected and provided by Broadridge. The comparison was based upon the constituent funds’ latest fiscal years. The Expense Group consisted of the Fund and seven other leveraged and non-leveraged high yield municipal debt closed-end funds, as classified by Broadridge. The eight funds in the Expense Group had average net common share assets ranging from $139.0 million to $790.9 million. Five of the other Expense Group funds were larger than the Fund and two were smaller.

The Broadridge Expense Information, comparing the Management Fee as well as the Fund’s actual total expenses to the Fund’s Expense Group, showed, among other things, that the Management Fee, on both a contractual basis and an actual basis (i.e., giving effect to any voluntary fee waivers implemented by the Manager with respect to the Fund and by the managers of the other Expense Group funds), was ranked first among the funds in the Expense Group (first being lowest and, therefore, best in these expense component rankings). The Fund’s actual total expenses also ranked first among the funds in the Expense Group. The Board noted that the small number of funds in the Expense Group made meaningful expense comparisons difficult.

The Board also reviewed Contract Renewal Information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Board was advised that the fees paid by such institutional, separate account and other clients (collectively, “institutional clients”) generally are lower, and may be significantly lower, than the Management Fee. The Contract Renewal Information discussed the significant differences in scope of services provided to the Fund and to institutional clients. Among other things, institutional clients have fewer compliance, administration and other needs than the Fund and the Fund is subject not only to heightened regulatory requirements relative to institutional clients but also to requirements for listing on the New York Stock

 

Western Asset Municipal High Income Fund Inc.   31


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

 

Exchange. The Contract Renewal Information noted further that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Contract Renewal Information included information regarding management fees paid by open-end mutual funds in the same complex (the “Legg Mason Open-end Funds”) and such information indicated that the management fees paid by the Legg Mason Closed-end Funds generally were higher than those paid by the Legg Mason Open-end Funds. The Manager, in response to an inquiry from the Board as to the reasons for the fee differential, provided information as to differences between the services provided to the Fund and the other Legg Mason Closed-end Funds and the services provided to the Legg Mason Open-end Funds. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients and funds.

Taking all of the above into consideration, the Board determined that the Management Fee and the Sub-Advisory Fee were reasonable in light of the nature, extent and overall quality of the management, investment advisory and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreement.

Manager profitability

The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended March 31, 2018 and March 31, 2017. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies used in preparing such profitability data. The profitability to Western Asset was not considered to be a material factor in the Board’s considerations since the Sub-Advisory Fee is paid by the Manager, not the Fund. The profitability analysis presented to the Board as part of the Contract Renewal Information indicated that profitability to the Manager had declined by 4 percent during the period covered by the analysis and remained at a level that the Board did not consider to be excessive in light of judicial guidance and the nature, extent and overall quality of the investment advisory and other services provided to the Fund.

Economies of scale

The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted that because the Fund is a closed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets generally will occur through appreciation in the value of the Fund’s investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Management Fee structure, which incorporates no breakpoints reducing the Management Fee at specified increased asset levels, was appropriate under present circumstances.

 

32    Western Asset Municipal High Income Fund Inc.


 

Other benefits to the manager and Western Asset

The Board considered other benefits received by the Manager, Western Asset and their affiliates as a result of their relationship with the Fund and did not regard such benefits as excessive.

*  *  *  *  *  *

In light of all of the foregoing and other relevant factors, the Board determined, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreement would be consistent with the interests of the Fund and its shareholders and unanimously voted to continue each Agreement for a period of one additional year. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of the Management Agreement and the Sub- Advisory Agreement, and each Board member may have attributed different weights to the various factors. The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meeting, the Board received a memorandum prepared by the Manager discussing its responsibilities in connection with the proposed continuation of the Management Agreement and the Sub-Advisory Agreement as part of the Contract Renewal Information and the Independent Directors separately received a memorandum discussing such responsibilities from their independent counsel. Prior to voting, the Independent Directors also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Western Asset were present.

 

Western Asset Municipal High Income Fund Inc.   33


Additional shareholder information (unaudited)

 

Results of annual meeting of shareholders

The Annual Meeting of Shareholders of Western Asset Municipal High Income Fund Inc. was held on February 22, 2019 for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the Meeting:

Election of directors

 

Nominees    Votes For      Votes
Withheld
 

Nisha Kumar

     18,607,987        1,710,966  

Daniel P. Cronin

     18,561,439        1,757,514  

Paolo M. Cucchi

     18,279,017        2,039,936  

At April 30, 2019, in addition to Nisha Kumar, Daniel P. Cronin and Paolo M. Cucchi, the other Directors of the Fund were as follows:

Robert D. Agdern

Carol L. Colman

William R. Hutchinson

Eileen A. Kamerick

Jane Trust

 

34    Western Asset Municipal High Income Fund Inc.


Dividend reinvestment plan (unaudited)

 

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.

If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:

(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.

(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the

 

Western Asset Municipal High Income Fund Inc.   35


Dividend reinvestment plan (unaudited) (cont’d)

 

Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.

Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151.

 

36    Western Asset Municipal High Income Fund Inc.


Western Asset

Municipal High Income Fund Inc.

 

Directors

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar*

Jane Trust

Chairman

Officers

Jane Trust

President and Chief Executive Officer

Richard F. Sennett

Principal Financial Officer

Todd F. Kuehl

Chief Compliance Officer

Jenna Bailey

Identity Theft Prevention Officer

Robert I. Frenkel

Secretary and Chief Legal Officer

Thomas C. Mandia

Assistant Secretary

Jennifer S. Berg

Treasurer

Jeanne M. Kelly

Senior Vice President

 

*

Effective January 1, 2019, Ms. Kumar became a Director.

 

Western Asset Municipal High Income Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadviser

Western Asset Management Company, LLC

Custodian

The Bank of New York Mellon

Transfer agent

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

Independent registered public accounting firm

PricewaterhouseCoopers LLP Baltimore, MD

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

New York Stock Exchange Symbol

MHF


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;

 

NOT PART OF THE SEMI-ANNUAL REPORT


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

 

 

 

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

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 Funds at 1-888-777-0102.

Revised April 2018

 

NOT PART OF THE SEMI-ANNUAL REPORT


Western Asset Municipal High Income Fund Inc.

Western Asset Municipal High Income Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its stock.

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. Previously, the Fund filed a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-PORT and N-Q are available on the SEC’s website at www.sec.gov. To obtain information on Forms N-PORT and N-Q, shareholders can call the Fund at 1-888-777-0102.

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 1-888-777-0102, (2) at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.

This report is transmitted to the shareholders of Western Asset Municipal High Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

 

WAS04050 6/19 SR19-3639


ITEM 2.

CODE OF ETHICS.

Not applicable.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Not applicable.

 

ITEM 8.

INVESTMENT PROFESSIONALS 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) Not applicable.

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

Western Asset Municipal High Income Fund Inc.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   June 26, 2019

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

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   June 26, 2019
By:  

/s/ Richard F. Sennett

  Richard F. Sennett
  Principal Financial Officer
Date:   June 26, 2019