N-CSR 1 dncsr.htm LEGG MASON PARTNERS INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND Legg Mason Partners Intermediate Maturity California Municipals Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM N-CSR

 


CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-6444

 


Legg Mason Partners Investment Trust

(Exact name of registrant as specified in charter)

 


 

125 Broad Street, New York, NY   10004
(Address of principal executive offices)   (Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

300 First Stamford Place, 4th Floor

Stamford, CT 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 451-2010

Date of fiscal year end: November 30

Date of reporting period: November 30, 2006

 



ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


ANNUAL REPORT

NOVEMBER 30, 2006

 

LOGO

Legg Mason Partners Intermediate Maturity California Municipals Fund

 

 

 

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

 


Legg Mason Partners Intermediate Maturity California Municipals Fund

Annual Report  •  November 30, 2006

What’s

Inside

Fund Objective

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

 

*   Certain investors may be subject to the Federal Alternative Minimum Tax, and state and local taxes may apply. Capital gains, if any, are fully taxable. Please consult your personal tax adviser.

 

Letter from the Chairman

  I

Fund Overview

  1

Fund at a Glance

  4

Fund Expenses

  5

Fund Performance

  7

Historical Performance

  8

Schedule of Investments

  9

Statement of Assets and Liabilities

  15

Statement of Operations

  16

Statements of Changes in Net Assets

  17

Financial Highlights

  18

Notes to Financial Statements

  23

Report of Independent Registered Public Accounting Firm

  34

Board Approval of Management and Subadvisory Agreements

  35

Additional Information

  38

Additional Shareholder Information

  42

Important Tax Information

  43

 


Letter from the Chairman

LOGO

R. JAY GERKEN, CFA

Chairman, President and Chief Executive Officer

 

Dear Shareholder,

While the U.S. economy continued to expand, it weakened considerably as the reporting period progressed. After gross domestic product (“GDP”)i increased a modest 1.7% in the last three months of 2005, the economy rebounded sharply in the first quarter of 2006. During this time, GDP rose 5.6%, its highest reading since the third quarter of 2003. In the second quarter of 2006, GDP growth was 2.6% according to the U.S. Commerce Department and the final estimate for third quarter GDP growth was 2.0%.

After increasing the federal funds rateii to 5.25% in June—its 17th consecutive rate hike—the Federal Reserve Board (“Fed”)iii paused from raising rates at its next four meetings. In its statement accompanying the December meeting, the Fed stated, “Economic growth has slowed over the course of the year, partly reflecting a substantial cooling of the housing market. Although recent indicators have been mixed, the economy seems likely to expand at a moderate pace on balance over coming quarters.” The Fed’s next meeting is at the end of January, and we believe any further rate movements will likely be data dependent.

During the reporting period, short-term yields rose modestly while long-term yields slightly declined. However, Treasury yields experienced periods of extreme volatility over the period. After peaking in late June—with two- and 10-year Treasuries hitting 5.29% and 5.25%, respectively—rates fell sharply as the Fed paused from its tightening cycle. In addition, inflationary pressures eased as oil prices fell after reaching a record high in mid-July. Overall, during the 12 months ended November 30, 2006, two-year Treasury yields increased to 4.62% versus 4.45% when the reporting period began. Over the same period, 10-year Treasury yields moved from 4.52% to 4.46%.

Looking at the municipal market, it outperformed its taxable bond counterparts over the 12 months ended

 

Legg Mason Partners Intermediate Maturity California Municipals Fund         I


 

November 30, 2006. Over that period, the Lehman Brothers Municipal Bond Indexiv and the Lehman Brothers U.S. Aggregate Indexv, returned 6.12% and 5.94%, respectively.

Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s fiscal year and to learn how those conditions have affected Fund performance.

Special Shareholder Notices

Effective August 1, 2006, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) became the Fund’s investment manager and Western Asset Management Company (“Western Asset”) became the Fund’s subadviser The portfolio managers who are responsible for the day-to-day management of the Fund remain the same immediately prior to and immediately after the date of these changes. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc.

Effective October 30, 2006, the Board appointed S. Kenneth Leech, Stephen A. Walsh and Robert Amodeo as additional portfolio managers of the Fund. Mr. Leech and Mr. Walsh are portfolio managers of Western Asset and have been employed by Western Asset for more than five years. Mr. Amodeo is also a portfolio manager of Western Asset and has been employed by Western Asset (or its affiliates or their predecessors) for more than five years.

Certain changes regarding share class pricing and related matters were implemented on November 20, 2006. Please consult the Fund’s current prospectus for more information.

The Fund was formerly known as Smith Barney Intermediate Maturity California Municipals Fund.

Information About Your Fund

As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. Affiliates of the Fund’s manager have, in recent years, received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing

 

II         Legg Mason Partners Intermediate Maturity California Municipals Fund


 

and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund is not in a position to predict the outcome of these requests and investigations.

Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.

As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.

Sincerely,

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

December 22, 2006

 

 

 

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

i   Gross domestic product is a market value of goods and services produced by labor and property in a given country.

 

ii   The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.

 

iii   The Federal Reserve Board is 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.

 

iv   The Lehman Brothers Municipal Bond Index is a broad measure of the municipal bond market with maturities of at least one year.

 

v   The Lehman Brothers 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.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund         III


Fund Overview

 

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

A. During the first half of the reporting period, the bond market faced a number of challenges, including five additional short-term interest rate hikes by the Federal Reserve Board (“Fed”)i, inflationary pressures and a continued economic expansion. However, as the period progressed, oil prices declined, a cooling housing market triggered slower economic growth and the Fed paused from raising rates during their meetings in August, September and October 2006. The Fed again held rates steady in December after the reporting period ended. All told, the municipal bond market generated positive returns during the one-year period ended November 30, 2006, and outperformed the overall taxable bond market. During that period, the Lehman Brothers Municipal Bond Indexii gained 6.12% while the Lehman Brothers U.S. Aggregate Indexiii returned 5.94%.

Performance Review

For the 12 months ended November 30, 2006, Class A shares of the Legg Mason Partners Intermediate Maturity California Municipals Fund, excluding sales charges, returned 4.76%. In comparison, the Fund’s unmanaged benchmarks, the Lehman Brothers 5-Year Municipal Bond Indexiv and the Lehman Brothers 7-Year Municipal Bond Indexv, returned 4.05% and 5.09%, respectively, for the same period. The Fund’s former benchmark, the Lehman Brothers Municipal Bond Index, returned 6.12% for the reporting period. The Lipper California Intermediate Municipal Debt Funds Category Average1 increased 4.78% over the same time frame.

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

1   Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended November 30, 2006, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 48 funds in the Fund’s Lipper category, and excluding sales charges.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         1


 

Performance Snapshot as of November 30, 2006 (excluding sales charges) (unaudited)
      6 Months    12 Months
     

Intermediate Maturity California Municipals Fund — Class A Shares

   2.81%    4.76%
 

Lehman Brothers 5-Year Municipal Bond Index

   2.95%    4.05%
 

Lehman Brothers 7-Year Municipal Bond Index

   3.89%    5.09%
 

Lehman Brothers Municipal Bond Index

   4.53%    6.12%
 

Lipper California Intermediate Municipal Debt Funds Category Average

   3.66%    4.78%
 
The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value, investment returns and yields will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. Current reimbursements and/or fee waivers are voluntary, and may be reduced or terminated at any time. Absent these reimbursements or waivers, performance would have been lower. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/InvestorServices.
Excluding sales charges, Class C shares returned 2.57% and Class I shares (formerly Class Y shares) returned 3.02% over the six months ended November 30, 2006. Excluding sales charges, Class C shares returned 4.02% and Class I shares returned 4.94% over the twelve months ended November 30, 2006. All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions.
The 30-Day SEC Yield for Class A shares, Class C shares and Class I shares was 3.26%, 2.68% and 3.51%, respectively. Absent current reimbursements or waivers, the 30-Day SEC Yield for Class A shares, Class B shares, and Class I shares would have been 3.16%, 2.58%, and 3.41%, respectively. The 30-Day SEC Yield is the average annualized net investment income per share for the 30-day period indicated and is subject to change.
Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the period ended November 30, 2006, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 48 funds for the six-month period and among the 48 funds for the 12-month period in the Fund’s Lipper category and excluding sales charges.

Q. What were the most significant factors affecting Fund performance?

What were the leading contributors to performance?

A. Given the rising interest rate environment during much of the reporting period, we maintained a defensive approach in terms of the Fund’s maturity. As such, the Fund’s durationvi was generally shorter than its benchmark index. Overall, this proved to be beneficial, as bond prices generally fall when interest rates rise. In addition, we were able to use the proceeds from our cash flows and coupons and reinvest that money into municipal bonds offering higher coupons. Throughout the reporting period, we also emphasized a well-diversified portfolio, with holdings from a diverse array of market segments that we believed had favorable risk/reward characteristics.

 

2         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


 

What were the leading detractors from performance?

A. During the period, lower rated municipal bonds outperformed their higher quality counterparts. As a result, the Fund’s high quality bias detracted from results. In particular, not having an exposure to more speculative areas of the market hurt the Fund’s performance. In addition, late in the reporting period yields fell and the Fund’s shorter maturity detracted from results.

Q. Were there any significant changes to the Fund during the reporting period?

A. There were no significant changes during the reporting period. While the bond market rallied in the second half of the reporting period, we did not believe it was prudent to adjust the portfolio to a more neutral position. Rather, we maintained a more conservative stance for the portfolio while looking for pockets of opportunity. Looking ahead, we will continue to closely monitor the market and economic environment and continue to look for pockets of opportunities in the municipal market.

Thank you for your investment in the Legg Mason Partners Intermediate Maturity California Municipals Fund. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Western Asset Management Company

December 22, 2006

 

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.

RISKS: Keep in mind, the Fund’s investments are subject to interest rate and credit risks. As interest rates rise, bond prices fall, reducing the value of the Fund’s share price. As a non-diversified fund, it can invest a larger percentage of its assets in fewer issues than a diversified fund. This may magnify the Fund’s losses from events affecting a particular issuer. Please see the Fund’s prospectus for more information on these and other risks.

All index performance reflects no deduction for fees, expenses or taxes. Please note an investor cannot invest directly in an index.

 

i   The Federal Reserve Board is 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.

 

ii   The Lehman Brothers Municipal Bond Index is a broad measure of the municipal bond market with maturities of at least one year.

 

iii   The Lehman Brothers 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.

 

iv   The Lehman Brothers 5-Year Municipal Bond Index is a market capitalization-weighted index that measures the long-term tax exempt bond market, consisting of general obligation bonds, revenue bonds, insured bonds and pre-refunded bonds, all in the maturity range of 4 to 6 years. The index is calculated on a total return basis.

 

v   The Lehman Brothers 7-Year Municipal Bond Index is a market-weighted index based on municipal bonds having approximate maturity of seven years. The debt includes general obligation, revenue, and pre-refunded bonds.

 

vi   Duration is a common gauge of the price sensitivity of a fixed income asset or portfolio to a change in interest rates.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         3


Fund at a Glance (unaudited)

 

LOGO

 

4         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Fund Expenses (unaudited)

 

Example

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

This example is based on an investment of $1,000 invested on June 1, 2006 and held for the six months ended November 30, 2006.

Actual Expenses

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

 

Based on Actual Total Return(1)
     Actual Total
Return Without
Sales Charges(2)
    Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratios
    Expenses
Paid During
the Period(3)

Class A(4)

  2.81 %   $ 1,000.00   $ 1,028.10   0.77 %   $ 3.91
 

Class C

  2.57       1,000.00     1,025.70   1.47       7.46
 

Class I(5)

  3.02       1,000.00     1,030.20   0.59       3.00
 

 

(1)   For the six months ended November 30, 2006.

 

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

 

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

 

(4)   On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

(5)   As of November 20, 2006, Class Y shares were renamed Class I shares.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         5


Fund Expenses (unaudited) (continued)

 

Hypothetical Example for Comparison Purposes

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

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

 

Based on Hypothetical Total Return(1)
     Hypothetical
Annualized
Total Return
    Beginning
Account
Value
  Ending
Account
Value
  Annualized
Expense
Ratios
    Expenses
Paid During
the Period(2)

Class A(3)

  5.00 %   $ 1,000.00   $ 1,021.21   0.77 %   $ 3.90
 

Class C

  5.00       1,000.00     1,017.70   1.47       7.44
 

Class I(4)

  5.00       1,000.00     1,022.11   0.59       2.99
 

 

(1)   For the six months ended November 30, 2006.

 

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

 

(3)   On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

(4)   As of November 20, 2006, Class Y shares were renamed Class I shares.

 

6         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Fund Performance

 

Average Annual Total Returns(1) (unaudited)      
    Without Sales Charges(2)  
     Class A(3)     Class C     Class I(4)  

Twelve Months Ended 11/30/06

  4.76 %   4.02 %   4.94 %
   

Five Years Ended 11/30/06

  3.59     N/A     3.82  
   

Ten Years Ended 11/30/06

  4.39     N/A     4.60  
   

Inception* through 11/30/06

  5.11     2.51     4.83  
   
    With Sales Charges(5)  
     Class A(3)(6)     Class C     Class I(4)  

Twelve Months Ended 11/30/06

  2.41 %   4.02 %   4.94 %
   

Five Years Ended 11/30/06

  3.13     N/A     3.82  
   

Ten Years Ended 11/30/06

  4.15     N/A     4.60  
   

Inception* through 11/30/06

  4.95     2.51     4.83  
   

 

Cumulative Total Returns(1) (unaudited)    
     Without Sales Charges(2)

Class A(3) (11/30/96 through 11/30/06)

    53.63 %  
 

Class C (Inception* through 11/30/06)

    11.41    
 

Class I(4) (11/30/96 through 11/30/06)

    56.75    
 

 

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

 

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

 

(3)   On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

(4)   As of November 20, 2006, Class Y shares were renamed Class I shares.

 

(5)   Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum sales charge of 2.25%; Class B shares reflect the deduction of a 5.00% CDSC, which applies if shares are redeemed within one year from purchase payment. Thereafter, the CDSC declines by 1.00% per year until no CDSC is incurred. Class O shares also reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment. The 1.00% sales charges on Class O shares are no longer imposed effective April 29, 2004.

 

(6)   Class A shares maximum initial sales charge increased from 2.00% to 2.25% on November 20, 2006.

 

*   Inception dates for Class A, C and Y shares are December 31, 1991, July 22, 2002 and September 8, 1995, respectively.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         7


Historical Performance (unaudited)

 

Value of $10,000 Invested in Class A Shares of the Legg Mason Partners Intermediate Maturity California Municipals Fund vs. Lehman Brothers Municipal Bond Index, Lehman Five Year Municipal Bond Index, Lehman Seven Year Municipal Bond Index and Lipper California Intermediate Municipal Debt Funds Category Average (November 1996 — November 2006)

 

LOGO

 

  Hypothetical illustration of $10,000 invested in Class A shares on November 30, 1996, assuming deduction of the maximum 2.25% sales charge at the time of investment and reinvestment of all distributions, including returns of capital, if any, at net asset value through November 30, 2006. The Lehman Brothers Municipal Bond Index is a broad-based, total return index comprised of bonds which are all investment-grade, fixed-rate, long-term maturities (greater than one year) and are selected from issues larger than $50 million dated since January 1991. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The Lipper California Intermediate Municipal Debt Funds Category Average is comprised of an average of the Fund’s peer group of mutual funds (48 funds as of November 30, 2006) investing in intermediate maturity California tax-exempt bonds. The performance of the Fund’s other classes may be greater or less than the Class A shares’ performance indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

 

  On November 17, 2006, Class B and Class O shares were converted to Class A shares. Class A shares maximum initial sales charge increased from 2.00% to 2.25% on November 20, 2006.

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

 

8         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Schedule of Investments (November 30, 2006)

 

LEGG MASON PARTNERS INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND


Face
Amount
   Rating‡   Security    Value  
       
  MUNICIPAL BONDS — 96.9%   
  Education — 6.0%   
$ 1,000,000    A  

California State Public Works Board, Lease Revenue, Refunding, Various California State University Project, Series B, 5.450% due 9/1/14

   $ 1,033,690  
  1,010,000    AAA  

California State University Channel Islands Financing Authority Revenue, East Campus Community, Series A, MBIA-Insured, LOC-Citibank NA, 4.875% due 9/1/16

     1,052,178  
  2,000,000    AAA  

University of California Revenue, Multiple Purpose Projects, Series M, FGIC-Insured, 5.125% due 9/1/16

     2,110,320  
     
    

Total Education

     4,196,188  
     
  Escrowed to Maturity — 1.4%   
  700,000    AAA  

California Health Facilities Financing Authority Revenue, Kaiser Permanente, Series B, AMBAC-Insured, 5.250% due 10/1/10 (a)

     729,624  
  70,000    Aaa(b)  

Montclair, CA, RDA, Residential Mortgage Revenue, FNMA-Collateralized, 7.750% due 10/1/11 (a)

     77,638  
  150,000    AAA  

San Francisco, CA, Airport Improvement Corp. Lease Revenue, United Airlines Inc., 8.000% due 7/1/13 (a)(c)

     172,155  
     
    

Total Escrowed to Maturity

     979,417  
     
  Finance — 3.4%   
  2,165,000    AAA  

San Jose, CA, Financing Authority Lease Revenue, Civic Center Project, Series B, AMBAC-Insured, 5.250% due 6/1/14

     2,361,734  
     
  General Obligation — 14.2%   
  2,500,000    AAA  

California State Economic Recovery GO, Series A, MBIA-Insured,
5.000% due 7/1/15

     2,744,000  
  2,000,000    AAA  

Los Angeles, CA, GO, USD, Refunding, MBIA-Insured,
5.750% due 7/1/15

     2,327,500  
    

Tahoe Truckee, CA, GO, USD, Refunding, School Facilities Improvement, MBIA-Insured:

  
  1,480,000    AAA  

District Number 1, 5.000% due 8/1/14

     1,631,034  
  1,180,000    AAA  

District Number 2, 5.000% due 8/1/14

     1,300,419  
  300,000    A+  

Torrance, CA, GO, USD, Series A, 4.250% due 8/1/11

     305,799  
  1,500,000    AAA  

Visalia, CA, GO, USD, Series A, FGIC-Insured, 4.900% due 8/1/12

     1,570,320  
     
    

Total General Obligation

     9,879,072  
     
  Hospitals — 2.9%   
  2,000,000    A+  

California Statewide CDA Revenue, Kaiser Permanente, Series E,
4.700% due 6/1/09 (d)(e)

     2,041,880  
     
  Housing: Multi-Family — 1.1%   
  735,000    AAA  

Riverside County, CA, Housing Authority, MFH Revenue, Brandon Place Apartments, Series B, FNMA-Collateralized,
5.625% due 7/1/09 (d)(e)(f)

     750,729  
     
  Housing: Single-Family — 1.0%   
  660,000    AA-  

California State Department Veterans Affairs Home Purchase Revenue, Series C, 4.550% due 12/1/07 (f)

     660,389  
     

 

See Notes to Financial Statements.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         9


Schedule of Investments (November 30, 2006) (continued)

 

Face
Amount
   Rating‡   Security    Value  
       
  Miscellaneous — 14.9%   
$ 1,470,000    AAA  

Inglewood, CA, Public Financing Authority Revenue, Refunding, Series A, AMBAC-Insured, 5.125% due 8/1/13

   $ 1,560,684  
  1,320,000    Aaa(b)  

Monterey County, CA, COP, Master Plan Financing, MBIA-Insured, 5.250% due 8/1/15

     1,423,092  
    

Ontario, CA, Redevelopment Financing Authority Revenue, Project Number 1 Centre City & Cimarron, MBIA-Insured:

  
  1,935,000    AAA  

5.250% due 8/1/15

     2,102,649  
  1,060,000    AAA  

5.250% due 8/1/16

     1,151,838  
    

Solano County, CA, COP, Capital Improvement Program, AMBAC-Insured:

  
  1,000,000    AAA  

4.875% due 11/15/11

     1,046,300  
  1,000,000    AAA  

5.000% due 11/15/13

     1,055,810  
  2,000,000    BBB  

Virgin Islands Public Finance Authority Revenue, Senior Lien, Series A, 5.300% due 10/1/11

     2,064,460  
     
    

Total Miscellaneous

     10,404,833  
     
  Pre-Refunded (g) — 22.2%   
  1,000,000    AAA  

California Health Facilities Financing Authority Revenue, Scripps Health, Series C, MBIA-Insured, Call 10/1/08 @ 101, 5.000% due 10/1/13

     1,037,760  
  3,000,000    AAA  

California Infrastructure & Economic Development Bank Revenue, Bay Area Toll Bridges, First Lien, Series A, FSA-Insured, Call 7/1/13 @ 100, 5.250% due 7/1/14 (h)

     3,316,890  
  1,000,000    AAA  

Castaic Lake Water Agency California Revenue COP, Water System Improvement Project, AMBAC-Insured, Call 8/1/09 @ 101,
5.000% due 8/1/12

     1,049,660  
  650,000    AAA  

Corona-Norco, CA, GO, USD, Series C, FGIC-Insured, Call 9/1/11 @ 100, 5.250% due 9/1/15

     701,597  
  3,000,000    AAA  

Los Angeles County, CA, Metropolitan Transportation Authority Sales Tax Revenue, Property C, Second Senior Lien, Series A, FGIC-Insured, Call 7/1/10 @ 101, 5.000% due 7/1/17

     3,185,670  
    

Los Angeles, CA, GO:

  
  475,000    AA  

Series B, Call 9/1/09 @ 101, 5.000% due 9/1/10

     499,149  
  3,000,000    AAA  

USD, Election of 1997, Series E, MBIA-Insured, Call 7/1/12 @ 100, 5.500% due 7/1/15 (h)

     3,312,450  
  2,170,000    AAA  

Morgan Hill, CA, GO, USD, FGIC-Insured, Call 8/1/11 @ 101,
5.250% due 8/1/16

     2,358,009  
     
    

Total Pre-Refunded

     15,461,185  
     
  Public Facilities — 1.6%   
  1,080,000    AAA  

Los Angeles County, CA, Community Facilities District Number 3 Special Tax, Refunding, Improvement Area A, Series A, FSA-Insured,
5.250% due 9/1/07

     1,094,558  
     
  Solid Waste (f) — 3.4%   
    

Sunnyvale, CA, Solid Waste Revenue, Refunding, AMBAC-Insured:

  
  1,520,000    AAA  

5.500% due 10/1/13

     1,681,621  
  605,000    AAA  

5.500% due 10/1/14

     667,412  
     
    

Total Solid Waste

     2,349,033  
     

 

See Notes to Financial Statements.

 

10         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Schedule of Investments (November 30, 2006) (continued)

 

Face
Amount
   Rating‡   Security    Value  
       
  Tax Allocation — 11.0%   
$ 3,675,000    AAA  

Livermore, CA, RDA, Tax Allocation Revenue, Redevelopment Project Area, Series A, MBIA-Insured, 5.250% due 8/1/15 (h)

   $ 3,970,213  
  2,000,000    AAA  

Oakland, CA, RDA, Subordinated, Tax Allocation Central District Redevelopment Project, FGIC-Insured, 5.500% due 9/1/14

     2,225,880  
  1,375,000    AAA  

San Diego, CA, RDA, Tax Allocation, Centre City Redevelopment Project, FSA-Insured, 5.250% due 9/1/15

     1,495,862  
     
    

Total Tax Allocation

     7,691,955  
     
  Tobacco — 4.3%   
  2,905,000    Baa3(b)  

California County, CA, Tobacco Securitization Agency, Asset-Backed, Alameda County, 4.750% due 6/1/12

     2,995,520  
     
  Utilities — 3.8%   
  500,000    A-  

California State Department Water Resources Power Supply Revenue, Series A, 5.500% due 5/1/12

     547,300  
  2,000,000    AAA  

MSR Public Power Agency California San Juan Project Revenue, Refunding, Series I, MBIA-Insured, 5.000% due 7/1/15

     2,128,300  
     
    

Total Utilities

     2,675,600  
     
  Water and Sewer — 5.7%   
  1,405,000    AAA  

East Bay, CA, Municipal Utility District, Water System Revenue, Refunding, Subordinated, FGIC-Insured, Unrefunded Balance, 5.000% due 6/1/16

     1,428,239  
  1,325,000    AAA  

Lodi, CA, Wastewater Systems Revenue COP, Series A, MBIA-Insured, 5.250% due 10/1/15

     1,480,489  
  1,000,000    AAA  

Modesto, CA, Irrigation District, COP, Capital Improvement, Series A, FSA-Insured, 5.250% due 7/1/15

     1,084,530  
     
    

Total Water and Sewer

     3,993,258  
     
     TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS (Cost — $64,454,119)      67,535,351  
     

 

See Notes to Financial Statements.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         11


Schedule of Investments (November 30, 2006) (continued)

 

Face
Amount
   Rating‡   Security    Value  
       
  SHORT-TERM INVESTMENTS (i) — 1.9%   
  Finance — 1.7%   
$ 1,200,000    A-1+  

California State Economic Recovery Bonds, Series C-08, ST GTD-Insured, LOC-Lloyds TSB Bank, 3.520%, 12/1/06

   $ 1,200,000  
     
  Utilities — 0.2%   
  100,000    A-1+  

MSR Public Power Agency, San Juan Project, Subordinated Lien, Series F, MBIA-Insured, SPA-Bank One, 3.530%, 12/1/06

     100,000  
     
     TOTAL SHORT-TERM INVESTMENTS
(Cost — $1,300,000)
     1,300,000  
     
     TOTAL INVESTMENTS — 98.8% (Cost — $65,754,119#)      68,835,351  
    

Other Assets in Excess of Liabilities — 1.2%

     849,546  
     
     TOTAL NET ASSETS — 100.0%    $ 69,684,897  
     

 

  All ratings are by Standard & Poor’s Ratings Service, unless otherwise noted. All ratings are unaudited.

 

(a)   Bonds are escrowed to maturity by government securities and/or U.S. government agency securities and are considered by the Manager to be triple-A rated even if issuer has not applied for new ratings.

 

(b)   Rating by Moody’s Investors Service. All ratings are unaudited.

 

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

 

(d)   Variable rate security. Interest rate disclosed is that which is in effect at November 30, 2006.

 

(e)   Maturity date shown represents the mandatory tender date.

 

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

 

(g)   Pre-Refunded bonds are escrowed with government obligations and/or government agency securities and are considered by the Manager to be triple-A rated even if issuer has not applied for new ratings.

 

(h)   All or a portion of this security is segregated for open futures contracts.

 

(i)   Variable rate demand obligations have a demand feature under which the Fund can tender them back to the issuer on no more than 7 days notice. Date shown is the date of the next interest rate change.

 

#   Aggregate cost for federal income tax purposes is $65,692,397.

See pages 13 and 14 for definitions of ratings.

 

Abbreviations used in this schedule:

AMBAC  

— Ambac Assurance Corporation

CDA  

— Community Development Authority

COP  

— Certificate of Participation

FGIC  

— Financial Guaranty Insurance Company

FNMA  

— Federal National Mortgage Association

FSA  

— Financial Security Assurance

GO  

— General Obligation

GTD  

— Guaranteed

LOC  

— Letter of Credit

MBIA  

— Municipal Bond Investors Assurance Corporation

MFH  

— Multi-Family Housing

RDA  

— Redevelopment Agency

SPA  

— Standby Bond Purchase Agreement

ST  

— State

USD  

— Unified School District

 

See Notes to Financial Statements.

 

12         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Bond Ratings (unaudited)

 

The definitions of the applicable rating symbols are set forth below:

Standard & Poor’s Ratings Service (“Standard & Poor’s”) — Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standings within the major rating categories.

 

AAA

— Bonds rated “AAA” have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.

AA

— Bonds rated “AA” have a very strong capacity to pay interest and repay principal and differ from the highest rated issues only in a small degree.

A

— Bonds rated “A” have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB

— Bonds rated “BBB” are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories.

BB, B, CCC, CC and C

— Bonds rated “BB”, “B”, “CCC”, “CC” and “C” are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” represents the lowest degree of speculation and “C” the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

D

— Bonds rated “D” are in default and payment of interest and/or repayment of principal is in arrears.

Moody’s Investors Service (“Moody’s”) — Numerical modifiers 1, 2 and 3 may be applied to each generic rating from “Aa” to “Caa,” where 1 is the highest and 3 the lowest ranking within its generic category.

Aaa

— Bonds rated “Aaa” are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa

— Bonds rated “Aa” are judged to be of high quality by all standards. Together with the “Aaa” group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities.

A

— Bonds rated “A” possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future.

Baa

— Bonds rated “Baa” are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba

— Bonds rated “Ba” are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and therefore not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B

— Bonds rated “B” generally lack characteristics of desirable investments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa

— Bonds rated “Caa” are of poor standing. These may be in default, or present elements of danger may exist with respect to principal or interest.

Ca

— Bonds rated “Ca” represent obligations which are speculative in a high degree. Such issues are often in default or have other marked short-comings.

C

— Bonds rated “C” are the lowest class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

NR

— Indicates that the bond is not rated by Standard & Poor’s or Moody’s.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         13


Short-Term Security Ratings (unaudited)

 

SP-1

— Standard & Poor’s highest rating indicating very strong or strong capacity to pay principal and interest; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign.

A-1

— Standard & Poor’s highest commercial paper and variable-rate demand obligation (VRDO) rating indicating that the degree of safety regarding timely payment is either overwhelming or very strong; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign.

VMIG 1

— Moody’s highest rating for issues having a demand feature — VRDO.

MIG1

— Moody’s highest rating for short-term municipal obligations.

P-1

— Moody’s highest rating for commercial paper and for VRDO prior to the advent of the VMIG 1 rating.

 

14         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Statement of Assets and Liabilities (November 30, 2006)

 

ASSETS:  

Investments, at value (Cost — $65,754,119)

  $ 68,835,351  

Interest receivable

    1,057,816  

Receivable for Fund shares sold

    10,183  

Prepaid expenses

    14,569  
   

Total Assets

    69,917,919  
   
LIABILITIES:  

Distributions payable

    78,243  

Payable to broker — variation margin on open futures contracts

    32,500  

Investment management fee payable

    23,017  

Payable for Fund shares repurchased

    20,000  

Due to custodian

    15,662  

Distribution fees payable

    6,921  

Deferred compensation payable

    5,007  

Trustees’ fees payable

    3,712  

Accrued expenses

    47,960  
   

Total Liabilities

    233,022  
   

Total Net Assets

  $ 69,684,897  
   
NET ASSETS:  

Par value (Note 6)

  $ 7,944  

Paid-in capital in excess of par value

    69,055,920  

Undistributed net investment income

    1,350  

Accumulated net realized loss on investments and futures contracts

    (2,416,309 )

Net unrealized appreciation on investments and futures contracts

    3,035,992  
   

Total Net Assets

  $ 69,684,897  
   

Shares Outstanding:

 

Class A (1)

    6,481,026  

Class C

    1,414,494  

Class I (2)

    48,947  

Net Asset Value:

 

Class A (1) (and redemption price)

    $8.77  

Class C (and redemption price)

    $8.76  

Class I (2) (and redemption price)

    $8.80  

Maximum Public Offering Price Per Share:

 

Class A (1)(3) (based on maximum sales charge of 2.25%)

    $8.97  
   

 

(1)   On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

(2)   As of November 20, 2006, Class Y shares were renamed Class I shares.

 

(3)   Class A shares maximum initial sales charge increased from 2.00% to 2.25% on November 20, 2006.

 

See Notes to Financial Statements.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         15


Statement of Operations (For the year ended November 30, 2006)

 

INVESTMENT INCOME:  

Interest

  $ 3,313,142  
   
EXPENSES:  

Investment management fee (Note 2)

    368,932  

Distribution fees (Notes 2 and 4)

    200,360  

Shareholder reports (Note 4)

    59,111  

Registration fees

    35,195  

Audit and tax

    20,861  

Legal fees

    18,844  

Transfer agent fees (Notes 2 and 4)

    7,892  

Trustees’ retirement expense

    3,040  

Proxy fees

    2,744  

Custody fees

    2,276  

Insurance

    1,623  

Trustees’ fees

    1,417  

Miscellaneous expenses

    7,864  
   

Total Expenses

    730,159  

Less: Fee waivers and/or expense reimbursements (Notes 2 and 8)

    (78,943 )
   

Net Expenses

    651,216  
   

Net Investment Income

    2,661,926  
   
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FUTURES CONTRACTS (NOTES 1 AND 3):
 

Net Realized Gain From:

 

Investment transactions

    174,504  

Futures contracts

    685,045  
   

Net Realized Gain

    859,549  
   

Change in Net Unrealized Appreciation/Depreciation From:

 

Investments

    (97,350 )

Futures contracts

    (116,490 )
   

Change in Net Unrealized Appreciation/Depreciation

    (213,840 )
   

Net Gain on Investments and Futures Contracts

    645,709  
   

Increase in Net Assets From Operations

  $ 3,307,635  
   

 

See Notes to Financial Statements.

 

16         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Statements of Changes in Net Assets (For the years ended November 30,)

 

     2006     2005  
OPERATIONS:    

Net investment income

  $ 2,661,926     $ 3,024,522  

Net realized gain

    859,549       301,355  

Change in net unrealized appreciation/depreciation

    (213,840 )     (1,243,241 )
   

Increase in Net Assets From Operations

    3,307,635       2,082,636  
   
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTES 1 AND 5):    

Net investment income

    (2,654,357 )     (3,015,029 )
   

Decrease in Net Assets From Distributions to Shareholders

    (2,654,357 )     (3,015,029 )
   
FUND SHARE TRANSACTIONS (NOTE 6):    

Net proceeds from sale of shares

    11,894,232       17,853,281  

Reinvestment of distributions

    1,576,037       1,753,310  

Cost of shares repurchased

    (25,716,460 )     (28,470,463 )
   

Decrease in Net Assets From Fund Share Transactions

    (12,246,191 )     (8,863,872 )
   

Decrease in Net Assets

    (11,592,913 )     (9,796,265 )
NET ASSETS:    

Beginning of year

    81,277,810       91,074,075  
   

End of year*

  $ 69,684,897     $ 81,277,810  
   

* Includes undistributed net investment income of:

    $1,350       $1,349  
   

 

See Notes to Financial Statements.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         17


Financial Highlights

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:

 


Class A Shares(1)(2)   2006     2005     2004     2003     2002  

Net Asset Value, Beginning of Year

  $ 8.69     $ 8.79     $ 8.92     $ 8.89     $ 8.82  
   

Income (Loss) From Operations:

         

Net investment income

    0.33       0.31       0.31       0.32       0.34  

Net realized and unrealized gain (loss)

    0.08       (0.10 )     (0.13 )     0.03       0.07  
   

Total Income From Operations

    0.41       0.21       0.18       0.35       0.41  
   

Less Distributions From:

         

Net investment income

    (0.33 )     (0.31 )     (0.31 )     (0.32 )     (0.34 )
   

Total Distributions

    (0.33 )     (0.31 )     (0.31 )     (0.32 )     (0.34 )
   

Net Asset Value, End of Year

  $ 8.77     $ 8.69     $ 8.79     $ 8.92     $ 8.89  
   

Total Return(3)

    4.76 %     2.45 %     2.04 %     4.03 %     4.70 %
   

Net Assets, End of Year (000s)

    $56,859       $59,830       $66,083       $62,424       $59,256  
   

Ratios to Average Net Assets:

         

Gross expenses

    0.84 %     0.81 %     0.80 %     0.84 %     0.86 %

Net expenses(4)

    0.74       0.71       0.70       0.74       0.70  

Net investment income

    3.75       3.56       3.50       3.61       3.83  
   

Portfolio Turnover Rate

    0 %     2 %     5 %     23 %     12 %
   

 

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

 

(2)   On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

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

 

(4)   Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

18         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30, unless otherwise noted:

 


Class B Shares(1)(2)   2006(3)     2005     2004     2003(4)  

Net Asset Value, Beginning of Year

  $ 8.69     $ 8.78     $ 8.91     $ 9.04  
   

Income (Loss) From Operations:

       

Net investment income

    0.27       0.25       0.26       0.12  

Net realized and unrealized gain (loss)

    0.06       (0.08 )     (0.13 )     (0.11 )
   

Total Income From Operations

    0.33       0.17       0.13       0.01  
   

Less Distributions From:

       

Net investment income

    (0.26 )     (0.26 )     (0.26 )     (0.14 )
   

Total Distributions

    (0.26 )     (0.26 )     (0.26 )     (0.14 )
   

Net Asset Value, End of Year

  $ 8.76     $ 8.69     $ 8.78     $ 8.91  
   

Total Return(5)

    3.90 %     1.90 %     1.49 %     0.13 %
   

Net Assets, End of Year (000s)

          $562       $730       $255  
   

Ratios to Average Net Assets:

       

Gross expenses

    1.47 %(6)     1.47 %     1.39 %     1.28 %(6)

Net expenses(7)

    1.35 (6)     1.37       1.28       1.18 (6)

Net investment income

    3.14 (6)     2.89       2.95       3.16 (6)
   

Portfolio Turnover Rate

    0 %     2 %     5 %     23 %
   

 

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

 

(2)   On November 17, 2006, Class B shares were converted to Class A shares.

 

(3)   For the period December 1, 2005 to November 17, 2006.

 

(4)   For the period June 16, 2003 (inception date) to November 30, 2003.

 

(5)   Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.

 

(6)   Annualized.

 

(7)   Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         19


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30, unless otherwise noted:

 


Class C Shares(1)   2006     2005     2004     2003     2002(2)  

Net Asset Value, Beginning of Year

  $ 8.68     $ 8.78     $ 8.90     $ 8.89     $ 8.95  
   

Income (Loss) From Operations:

         

Net investment income

    0.27       0.25       0.25       0.25       0.09  

Net realized and unrealized gain (loss)

    0.07       (0.10 )     (0.12 )     0.02       (0.04 )
   

Total Income From Operations

    0.34       0.15       0.13       0.27       0.05  
   

Less Distributions From:

         

Net investment income

    (0.26 )     (0.25 )     (0.25 )     (0.26 )     (0.11 )
   

Total Distributions

    (0.26 )     (0.25 )     (0.25 )     (0.26 )     (0.11 )
   

Net Asset Value, End of Year

  $ 8.76     $ 8.68     $ 8.78     $ 8.90     $ 8.89  
   

Total Return(3)

    4.02 %     1.75 %     1.52 %     3.13 %     0.54 %
   

Net Assets, End of Year (000s)

    $12,395       $16,050       $18,242       $17,313       $13,685  
   

Ratios to Average Net Assets:

         

Gross expenses

    1.55 %     1.50 %     1.42 %     1.63 %     1.53 %(4)

Net expenses(5)

    1.43       1.40       1.32       1.53       1.42 (4)

Net investment income

    3.05       2.86       2.88       2.83       2.85 (4)
   

Portfolio Turnover Rate

    0 %     2 %     5 %     23 %     12 %
   

 

(1)   Per share amounts have been calculated using the average shares method.
(2)   For the period July 22, 2002 (inception date) to November 30, 2002.

 

(3)   Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.
(4)   Annualized.   
(5)   Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

20         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30, unless otherwise noted:

 


Class O Shares(1)(2)   2006(3)     2005     2004     2003     2002  

Net Asset Value, Beginning of Year

  $ 8.70     $ 8.79     $ 8.92     $ 8.88     $ 8.81  
   

Income (Loss) From Operations:

         

Net investment income

    0.29       0.29       0.28       0.30       0.32  

Net realized and unrealized gain (loss)

    0.07       (0.09 )     (0.13 )     0.03       0.07  
   

Total Income From Operations

    0.36       0.20       0.15       0.33       0.39  
   

Less Distributions From:

         

Net investment income

    (0.29 )     (0.29 )     (0.28 )     (0.29 )     (0.32 )
   

Total Distributions

    (0.29 )     (0.29 )     (0.28 )     (0.29 )     (0.32 )
   

Net Asset Value, End of Year

  $ 8.77     $ 8.70     $ 8.79     $ 8.92     $ 8.88  
   

Total Return(4)

    4.23 %     2.26 %     1.77 %     3.72 %     4.47 %
   

Net Assets, End of Year (000s)

          $4,426       $5,619       $6,982       $9,679  
   

Ratios to Average Net Assets:

         

Gross expenses

    1.15 %(5)     1.11 %     1.10 %     1.06 %     1.14 %

Net expenses(6)

    1.03 (5)     1.01       0.99       0.96       0.98  

Net investment income

    3.46 (5)     3.26       3.20       3.40       3.58  
   

Portfolio Turnover Rate

    0 %     2 %     5 %     23 %     12 %
   

 

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

 

(2)   On November 17, 2006, Class O shares were converted to Class A shares.

 

(3)   For the period December 1, 2005 to November 17, 2006.

 

(4)   Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Total returns for periods of less than one year are not annualized.

 

(5)   Annualized.

 

(6)   Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         21


Financial Highlights (continued)

 

For a share of each class of beneficial interest outstanding throughout each year ended November 30:

 


Class I Shares(1)(2)   2006     2005     2004     2003     2002  

Net Asset Value, Beginning of Year

  $ 8.72     $ 8.82     $ 8.93     $ 8.91     $ 8.83  
   

Income (Loss) From Operations:

         

Net investment income

    0.34       0.33       0.31       0.34       0.36  

Net realized and unrealized gain (loss)

    0.08       (0.10 )     (0.10 )     0.02       0.07  
   

Total Income From Operations

    0.42       0.23       0.21       0.36       0.43  
   

Less Distributions From:

         

Net investment income

    (0.34 )     (0.33 )     (0.32 )     (0.34 )     (0.35 )
   

Total Distributions

    (0.34 )     (0.33 )     (0.32 )     (0.34 )     (0.35 )
   

Net Asset Value, End of Year

  $ 8.80     $ 8.72     $ 8.82     $ 8.93     $ 8.91  
   

Total Return(3)

    4.94 %     2.62 %     2.45 %     4.09 %     5.01 %
   

Net Assets, End of Year (000s)

    $431       $410       $400       $1,927       $3,471  
   

Ratios to Average Net Assets:

         

Gross expenses

    0.67 %     0.62 %     0.63 %     0.67 %     0.64 %

Net expenses(4)

    0.57       0.52       0.53       0.57       0.48  

Net investment income

    3.93       3.76       3.63       3.78       4.03  
   

Portfolio Turnover Rate

    0 %     2 %     5 %     23 %     12 %
   

 

(1)   Per share amounts have been calculated using the average shares method.
(2)   As of November 20, 2006, Class Y shares were renamed Class I shares.

 

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

 

(4)   Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

22         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Notes to Financial Statements

 

1. Organization and Significant Accounting Policies

Legg Mason Partners Intermediate Maturity California Municipals Fund (formerly known as Smith Barney Intermediate Maturity California Municipals Fund) (the “Fund”) is a separate non-diversified investment fund of Legg Mason Partners Investment Trust (formerly known as Smith Barney Investment Trust) (the “Trust”). The Trust, a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.

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

(a) Investment Valuation. Securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in municipal obligations, quotations from municipal bond dealers, market transactions in comparable securities and various other relationships between securities. Securities for which market quotations are not readily available or are determined not to reflect fair value, will be valued in good faith by or under the direction of the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.

(b) Financial Futures Contracts. The Fund may enter into financial futures contracts typically to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin. Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the value of the underlying financial instruments. The Fund recognizes an unrealized gain or loss equal to the daily variation margin. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.

The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the original margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

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

(d) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. The cost of investments sold is determined

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         23


Notes to Financial Statements (continued)

 

by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

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

(f) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.

(g) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.

(h) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. During the current year, the following reclassifications have been made:

 

     Undistributed Net
Investment Income
  Accumulated Net
Realized Loss
  Paid-in-Capital
(a)   $    2,745     $(2,745)
(b)   (10,313)   $10,313  
 

 

(a) Reclassifications are primarily due to book/tax differences in the treatment of various items.

 

(b) Reclassifications are primarily due to differences between book and tax accretion of market discount on fixed income securities.

 

2. Investment Management Agreement and Other Transactions with Affiliates

On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s then investment manager, Smith Barney Fund Management LLC (“SBFM”), previously an indirect wholly-owned subsidiary of Citigroup, became a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s then existing investment management and administrative contracts to terminate. The Fund’s shareholders approved a new investment management contract between the Fund and SBFM, which became effective on December 1, 2005.

 

24         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Notes to Financial Statements (continued)

 

Prior to the Legg Mason transaction, the Fund paid SBFM an investment advisory fee calculated daily and paid monthly, at an annual rate of 0.30% of the Fund’s average daily net assets and an administration fee calculated at an annual rate of 0.20% of the Fund’s average daily net assets.

Under the new investment management agreement which became effective December 1, 2005, the Fund paid SBFM an investment management fee, calculated daily and paid monthly, at an annual rate of 0.50% of the Fund’s average daily net assets.

Effective December 1, 2005, as a result of the termination of the administrative contract, the administration fee was no longer applicable.

Effective August 1, 2006, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) became the Fund’s investment manager and Western Asset Management Company (“Western Asset”) became the Fund’s subadviser. The portfolio managers who are responsible for the day-to day management of the Fund remained the same immediately prior to and immediately after the date of these changes. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason.

LMPFA provides administrative and certain oversight services to the Fund. LMPFA has delegated to the subadviser the day-to day portfolio management of the Fund. The Fund’s investment management fee remains unchanged. For its services, LMPFA pays Western Asset 70% of the net management fee that it receives from the Fund.

During the year ended November 30, 2006, SBFM waived a portion of its investment management fee in the amount of $75,596. In addition, for the year ended November 30, 2006, the Fund was reimbursed for expenses in the amount of $3,347.

The Fund’s Board has approved PFPC Inc. (“PFPC”) to serve as transfer agent for the Fund, effective January 1, 2006. The principal business office of PFPC is located at 4400 Computer Drive Westborough, MA 01581. Prior to January 1, 2006, Citicorp Trust Bank, fsb. (“CTB”), a subsidiary of Citigroup, acted as the Fund’s transfer agent. Also, prior to January 1, 2006, PFPC acted as the Fund’s sub-transfer agent. CTB received account fees and asset-based fees that varied according to the size and type of account. PFPC was responsible for shareholder recordkeeping and financial processing for all shareholder accounts and was paid by CTB. For the year ended November 30, 2006, the Fund paid transfer agent fees of $3,068 to CTB.

The Fund’s Board has appointed the Fund’s current distributor, Citigroup Global Markets Inc. (“CGM”), a subsidiary of Citigroup, and Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, as co-distributors of the Fund. The Fund’s Board has also approved an amended and restated Rule 12b-1 Plan (a “Rule 12b-1”). CGM and other broker-dealers, financial intermediaries and financial institutions (each called a “Service Agent”) that currently offer Fund shares will continue to make the Fund’s shares available to their clients. Additional Service Agents may offer Fund shares in the future.

There was a maximum initial sales charge of 2.00% for Class A shares. Effective November 20, 2006, the maximum initial sales charge on Class A shares of the Fund increased from 2.00% to 2.25% for shares purchased on or after that date. There was a contingent deferred sales charge (“CDSC”) of 5.00% on Class B shares, which applied if

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         25


Notes to Financial Statements (continued)

 

redemption occurred within one year from purchase payment. This CDSC declined thereafter by 1.00% per year until no CDSC was incurred. Class O shares had a 1.00% CDSC, which applied if redemption occurred within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $500,000 in the aggregate. These purchases do not incur an initial sales charge.

Class A, B, C and O shares that are exchanged and are not already subject to a deferred sales charge may be subject to a 1.00% deferred sales charge if redemption occurs within one year of the date of the exchange.

On November 17, 2006, Class B and Class O shares were converted to Class A shares.

For the year ended November 30, 2006, LMIS and its affiliates did not receive sales charges from the Fund’s Class A shares. In addition, for the year ended November 30, 2006, CDSCs paid to LMIS and its affiliates were less than $1,000 for Class O shares.

The Fund has adopted an unfunded, non-qualified deferred compensation plan (the “Plan”) which allows non-interested trustees (“Trustees”) to defer the receipt of all or a portion of the trustees’ fees earned until a later date specified by the Trustees. The deferred fees earn a return based on notional investments selected by the Trustees. The balance of the deferred fees payable may change depending upon the investment performance. Any gains or losses incurred in the deferred balances are reported in the Statement of Operations under Trustees’ fees. Under the Plan, deferred fees are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Fund’s general assets. The Board of Trustees voted to discontinue offering the Plan to its members effective January 1, 2007. This change will have no effect on fees previously deferred. As of November 30, 2006, the Fund had accrued $5,007 as deferred compensation payable.

Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.

 

3. Investments

During the year ended November 30, 2006, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 


Purchases

   
 

Sales

  $ 12,049,018
 

At November 30, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 


Gross unrealized appreciation

  $ 3,142,954

Gross unrealized depreciation

   
 

Net unrealized appreciation

  $ 3,142,954
 

 

26         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Notes to Financial Statements (continued)

 

At November 30, 2006, the Fund had the following open futures contracts:

 

     Number of
Contracts
  Expiration
Date
  Basis
Value
  Market
Value
  Unrealized
Loss
 

Contracts to Sell

         

U.S. Treasury 10-Year Notes

  80   3/07   $ 8,689,760   $ 8,735,000   $ (45,240 )
   

 

4. Class Specific Expenses

The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service fee with respect to its Class A, B, C and O shares calculated at the annual rate of 0.15% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class B, C and O shares calculated at the annual rate of 0.50%, 0.60% and 0.20% of the average daily net assets of each class, respectively. Distribution fees are accrued daily and paid monthly.

For the year ended November 30, 2006, class specific expenses were as follows:

 

     Distribution
Fees
  Transfer
Agent Fees
  Shareholder Reports
Expenses

Class A

  $ 83,547   $ 4,452   $ 32,704

Class B†

    3,604     56     1,010

Class C

    100,021     2,918     19,201

Class I‡

        1     168

Class O†

    13,188     465     6,028
 

Total

  $ 200,360   $ 7,892   $ 59,111
 

 

  On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

  As of November 20, 2006, Class Y shares were renamed Class I shares.

 

5. Distributions to Shareholders by Class

 

     Year Ended
November 30, 2006
  Year Ended
November 30, 2005

Net Investment Income

   

Class A

  $ 2,084,698   $ 2,305,875

Class B†

    17,366     20,003

Class C

    406,034     511,332

Class I‡

    16,402     15,154

Class O†

    129,857     162,665
 

Total

  $ 2,654,357   $ 3,015,029
 

 

  On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

  As of November 20, 2006, Class Y shares were renamed Class I shares.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         27


Notes to Financial Statements (continued)

 

6. Shares of Beneficial Interest

At November 30, 2006, the Fund had an unlimited number of shares of beneficial interest authorized with a par value of $0.001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

    Year Ended
November 30, 2006
    Year Ended
November 30, 2005
 
     Shares     Amount     Shares     Amount  

Class A

       

Shares sold

  1,167,634     $ 10,182,192     1,279,875     $ 11,278,184  

Shares issued on reinvestment

  136,183       1,186,141     145,310       1,274,632  

Shares repurchased

  (1,705,614 )     (14,828,433 )   (2,062,008 )     (18,110,844 )
   

Net Decrease

  (401,797 )   $ (3,460,100 )   (636,823 )   $ (5,558,028 )
   

Class B†

       

Shares sold

  20,003     $ 173,307     27,143     $ 238,519  

Shares issued on reinvestment

  1,515       13,184     1,737       15,235  

Shares repurchased

  (86,165 )     (754,130 )   (47,323 )     (416,343 )
   

Net Decrease

  (64,647 )   $ (567,639 )   (18,443 )   $ (162,589 )
   

Class C

       

Shares sold

  162,256     $ 1,407,598     707,034     $ 6,214,466  

Shares issued on reinvestment

  31,595       274,679     37,387       327,447  

Shares repurchased

  (628,822 )     (5,458,610 )   (973,710 )     (8,557,246 )
   

Net Decrease

  (434,971 )   $ (3,776,333 )   (229,289 )   $ (2,015,333 )
   

Class I‡

       

Shares sold

            20     $ 175  

Shares issued on reinvestment

  1,877     $ 16,402     1,722       15,153  

Shares repurchased

            (19 )     (171 )
   

Net Increase

  1,877     $ 16,402     1,723     $ 15,157  
   

Class O†

       

Shares sold

  15,097     $ 131,135     13,870     $ 121,937  

Shares issued on reinvestment

  9,836       85,631     13,768       120,843  

Shares repurchased

  (533,884 )     (4,675,287 )   (157,752 )     (1,385,859 )
   

Net Decrease

  (508,951 )   $ (4,458,521 )   (130,114 )   $ (1,143,079 )
   

 

  On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

  As of November 20, 2006, Class Y shares were renamed Class I shares.

 

28         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Notes to Financial Statements (continued)

 

7. Income Tax Information and Distributions to Shareholders

Subsequent to the fiscal year end, the Fund made the following distributions:

 

Record Date

Payable Date

  Class A(1)   Class C   Class I(2)

Daily

12/29/2006

  $ 0.029038   $ 0.023933   $ 0.030577
 

 

(1)   On November 17, 2006, Class B and Class O shares were converted to Class A shares.

 

(2)   As of November 20, 2006, Class Y shares were renamed Class I shares.

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

 

     2006   2005

Tax-Exempt Income

  $ 2,654,357   $ 3,015,029
 

As of November 30, 2006, the components of accumulated earnings on a tax basis were as follows:

 


Undistributed tax-exempt income — net

  $ 9,397  
   

Capital loss carryforward*

    (2,455,291 )

Other book/tax temporary differences(a)

    (30,787 )

Unrealized appreciation/(depreciation)(b)

    3,097,714  
   

Total accumulated earnings / (losses) — net

  $ 621,033  
   

 

*   During the taxable year ended November 30, 2006, the Fund utilized $775,359 of its capital loss carryover available from prior years. As of November 30, 2006, the Fund had the following net capital loss carryforwards remaining:

 

Year of Expiration

   Amount  

11/30/2011

   $ (1,135,525 )

11/30/2012

     (1,319,766 )
        
   $ (2,455,291 )
        

These amounts will be available to offset any future taxable capital gains.

 

(a)   Other book/tax temporary differences are attributable primarily to the realization for tax purposes of unrealized losses on certain futures contracts, the deferral of post-October capital losses for tax purposes and differences in the book/tax treatment of various items.

 

(b)   The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the difference between book & tax accretion methods for market discount on fixed income securities.

 

8. Regulatory Matters

On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM, the Fund’s prior investment manager, and CGM relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).

The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         29


Notes to Financial Statements (continued)

 

that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.

The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million was distributed to the affected Funds.

The order required SBFM to recommend a new transfer agent contract to the Funds’ boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Fund’s Board selected a new transfer agent for the Fund. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.

Although there can be no assurance, the Fund’s manager does not believe that this matter will have a material adverse effect on the Funds.

On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.

 

30         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Notes to Financial Statements (continued)

 

9. Legal Matters

Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM, (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC as described in Note 8. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the advisor for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.

On October 5, 2005, a motion to consolidate the five actions and any subsequently filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.

As of the date of this report, the Fund’s manager believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Fund or the ability of the Fund’s manager and its affiliates to continue to render services to the Fund under its respective contracts.

* * *

Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM and a number of its then affiliates, including SBFM and Salomon Brothers Asset Management Inc (“SBAM”), which were then investment adviser or manager to certain of the Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant Funds”), and Board members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.

On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested (including the Fund) and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim,

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         31


Notes to Financial Statements (continued)

 

dismissing all of the causes of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to repeal as a derivative claim.

On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against CAM, SBAM, SBFM and CGM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended Complaint Defendants”). The Fund was not identified in the Second Amended Complaint. The Second Amended Complaint alleges no claims against any of the Funds or any of their Board members. Under Section 36(b), the Second Amended Complaint alleges similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.

 

10. Other Matters

On September 16, 2005, the staff of the SEC informed SBFM and SBAM that the staff is considering recommending that the SEC institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.

Although there can be no assurance, the Fund’s manager believes that this matter is not likely to have a material adverse effect on the Fund.

 

11. Additional Shareholder Information

Shareholders have approved a number of initiatives designed to streamline and restructure the fund complex. These matters generally are expected to be implemented during the first half of 2007.

 

12. Recent Accounting Pronouncements

During June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48” or the “Interpretation”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a fund should recognize, measure, present, and disclose in its

 

32         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Notes to Financial Statements (continued)

 

financial statements uncertain tax positions that the fund has taken or expects to take on a tax return. FIN 48 requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits. Management must be able to conclude that the tax law, regulations, case law, and other objective information regarding the technical merits sufficiently support the position’s sustainability with a likelihood of more than 50 percent. FIN 48 is effective for fiscal periods beginning after December 15, 2006, which for this Fund will be December 1, 2007. At adoption, the financial statements must be adjusted to reflect only those tax positions that are more likely than not to be sustained as of the adoption date. Management of the Fund has determined that adopting FIN 48 will not have a material impact on the Fund’s financial statements.

* * *

On September 20, 2006, FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report         33


Report of Independent Registered Public Accounting Firm

 

The Board of Trustees and Shareholders

Legg Mason Partners Investment Trust:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Legg Mason Partners Intermediate Maturity California Municipals Fund (formerly Smith Barney Intermediate Maturity California Municipals Fund), a series of Legg Mason Partners Investment Trust (formerly Smith Barney Investment Trust), as of November 30, 2006, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2006, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Legg Mason Partners Intermediate Maturity California Municipals Fund, as of November 30, 2006, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

January 26, 2007

 

34         Legg Mason Partners Intermediate Maturity California Municipals Fund 2006 Annual Report


Board Approval of Management and Subadvisory Agreements (unaudited)

 

At a meeting held in person on June 28, 2006, the Fund’s Board, including a majority of the Board members who are not “interested persons” of the Fund or Legg Mason Partners Fund Advisor, LLC (the “Manager”) or any proposed sub-investment adviser as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”), approved a new management agreement (the “New Management Agreement”) between the Fund and the Manager. The Fund’s Board, including a majority of the Independent Board Members, also approved a new subadvisory agreement between the Manager and Western Asset Management Company (the “Subadviser”) (the “New Subadvisory Agreement”). The New Management Agreement and the New Subadvisory Agreement replaced the Fund’s prior management agreement with SBFM and were entered into in connection with an internal reorganization of the Manager’s, and the prior manager’s parent organization, Legg Mason. In approving the New Management Agreement and New Subadvisory Agreement, the Board, including the Independent Board Members, considered the factors discussed below, among other things.

The Board noted that the Manager will provide administrative and certain oversight services to the Fund, and that the Manager will delegate to the Subadviser the day-to-day portfolio management of the Fund. The Board members reviewed the qualifications, backgrounds and responsibilities of the senior personnel that will provide oversight and general management services and the portfolio management team that would be primarily responsible for the day-to-day management of the Fund. The Board members noted that the portfolio management team was expected to be the same as then managing the Fund.

The Board members received and considered information regarding the nature, extent and quality of services expected to be provided to the Fund by the Manager under the New Management Agreement and by the Subadviser under the New Subadvisory Agreement. The Board members’ evaluation of the services expected to be provided by the Manager and the Subadviser took into account the Board members’ knowledge and familiarity gained as Fund Board members, including as to the scope and quality of Legg Mason’s investment management and other capabilities and the quality of its administrative and other services. The Board members considered, among other things, information and assurances provided by Legg Mason as to the operations, facilities and organization of the Manager and the Subadviser and the qualifications, backgrounds and responsibilities of their senior personnel. The Board members further considered the financial resources available to the Manager, the Subadviser and Legg Mason. The Board members concluded that, overall, the nature, extent and quality of services expected to be provided under the New Management Agreement and the New Subadvisory Agreement were acceptable.

The Board members also received and considered performance information for the Fund as well as comparative information with respect to a peer group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board members were provided with a description of the methodology Lipper used to determine the similarity of the Fund to the funds included in the Performance Universe. The Board members noted that they had received and dis -

 

Legg Mason Partners Intermediate Maturity California Municipals Fund         35


Board Approval of Management and Subadvisory Agreements (unaudited) (continued)

 

cussed with management, at periodic intervals, information comparing the Fund’s performance against, among other things, its benchmark. Based on the Board members’ review, which included careful consideration of the factors noted above, the Board members concluded that the performance of the Fund under the circumstances, supported approval of the New Management Agreement and New Subadvisory Agreement.

The Board members reviewed and considered the management fee that would be payable by the Fund to the Manager in light of the nature, extent and quality of the management services expected to be provided by the Manager, including the fee waiver and/or expense reimbursement arrangements currently in place. Additionally, the Board members received and considered information comparing the Fund’s management fee and overall expenses with those of comparable funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board members also reviewed and considered the subadvisory fee that would be payable by the Manager to the Subadviser in light of the nature, extent and quality of the management services expected to be provided by the Subadviser. The Board members noted that the Manager, and not the Fund, will pay the subadvisory fee to the Subadviser. The Board members determined that the Fund’s management fee and the Fund’s subadvisory fee were reasonable in light of the nature, extent and quality of the services expected to be provided to the Fund under the New Management Agreement and the New Subadvisory Agreement.

The Board members received and considered a pro-forma profitability analysis of Legg Mason and its affiliates in providing services to the Fund, including information with respect to the allocation methodologies used in preparing the profitability data. The Board members recognized that Legg Mason may realize economies of scale based on its internal reorganization and synergies of operations. The Board members noted that it was not possible to predict with a high degree of confidence how Legg Mason’s and its affiliates’ profitability would be affected by its internal reorganization and by other factors including potential economies of scale, but that based on their review of the pro forma profitability analysis, their most recent prior review of the profitability of the predecessor manager and its affiliates from their relationship with the Fund and other factors considered, they determined that the management fee was reasonable. The Board members noted that they expect to receive profitability information on an annual basis.

In their deliberations, the Board members also considered, and placed significant importance on, information that had been received and conclusions that had been reached by the Board in connection with the Board’s most recent approval of the Fund’s prior management agreement, in addition to information provided in connection with the Board’s evaluation of the terms and conditions of the New Management Agreement and the New Subadvisory Agreement.

The Board Members considered Legg Mason’s advice and the advice of its counsel that the New Management Agreement and the New Subadvisory Agreement were being entered into in connection with an internal reorganization within Legg Mason, that did not involve an actual change of control or management. The Board members further noted that the terms and conditions of the New Management Agreement are substantially

 

36         Legg Mason Partners Intermediate Maturity California Municipals Fund


Board Approval of Management and Subadvisory Agreements (unaudited) (continued)

 

identical to those of the Fund’s previous management agreement except for the identity of the Manager, and that the initial term of the New Management Agreement (after which it will continue in effect only if such continuance is specifically approved at least annually by the Board, including a majority of the Independent Board Members) was the same as that under the prior management agreement.

In light of all of the foregoing, the Board, including the Independent Board Members, approved the New Management Agreement and the New Subadvisory Agreement. No single factor reviewed by the Board members was identified as the principal factor in determining whether to approve the New Management Agreement and the New Subadvisory Agreement. The Independent Board Members were advised by separate independent legal counsel throughout the process. The Independent Board Members also discussed the proposed approval of the New Management Agreement and the New Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Subadviser were present.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund         37


Additional Information (unaudited)

 

Information about Trustees and Officers

The business and affairs of the Legg Mason Partners Intermediate Maturity California Municipals Fund (formerly known as Smith Barney Intermediate Maturity California Municipals Fund) (the “Fund”) are managed under the direction of the Board of Trustees of the Legg Mason Partners Investment Trust (formerly known as Smith Barney Investment Trust) (the “Trust”). Information pertaining to the Trustees and certain Officers of the Trust is set forth below. The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon request, by calling Legg Mason Partners Shareholder Services at 1-800-451-2010.

 

Name, Address
and Birth Year
  Position(s)
Held with
Fund
  Term of
Office
* and
Length
of Time
Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios
in Fund
Complex
Overseen by
Trustee
 

Other

Board
Memberships
Held by
Trustee

Non-Interested Trustees:    

Dwight B. Crane

c/o R. Jay Gerken

Legg Mason & Co., LLC

(“Legg Mason”)

399 Park Avenue,

4th Floor

New York, NY 10022

Birth Year: 1937

  Trustee   Since
1995
  Professor — Harvard Business School   46   None

Burt N. Dorsett

c/o R. Jay Gerken

Legg Mason

399 Park Avenue,

4th Floor

New York, NY 10022

Birth Year: 1930

  Trustee   Since
1991
  President — Dorsett McCabe Capital Management Inc. (from 1986 to 2004); Chief Investment Officer of Leeb Capital Management, Inc. (from 1999 to 2003)   24   None

Elliot S. Jaffe**

c/o R. Jay Gerken

Legg Mason

399 Park Avenue,

4th Floor

New York, NY 10022

Birth Year: 1926

  Trustee   Since
1991
  Chairman of The Dress Barn Inc.   24   The Dress Barn, Inc.

Stephen E. Kaufman

c/o R. Jay Gerken

Legg Mason

399 Park Avenue,

4th Floor

New York, NY 10022

Birth Year: 1932

  Trustee   Since
1995
  Attorney   36  

Trustee, Consulting Group Capital Markets Funds

Cornelius C. Rose, Jr.

c/o R. Jay Gerken

Legg Mason

399 Park Avenue,

4th Floor

New York, NY 10022

Birth Year: 1932

  Trustee   Since
1991
  Chief Executive Officer — Performance Learning Systems   24   None

 

38         Legg Mason Partners Intermediate Maturity California Municipals Fund


Additional Information (unaudited) (continued)

 

Name, Address
and Birth Year
  Position(s)
Held with
Fund
  Term of
Office
* and
Length
of Time
Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios
in Fund
Complex
Overseen by
Trustee
 

Other

Board
Memberships
Held by
Trustee

Interested Trustee:    

R. Jay Gerken, CFA***

Legg Mason

399 Park Avenue,
4th Floor

New York, NY 10022

Birth Year: 1951

  Chairman, President and Chief Executive Officer   Since
2002
  Managing Director of Legg Mason; President and Chief Executive Officer of Legg Mason Partners Fund Advisors LLC (“LMPFA”) (Since 2006); President and Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management Inc, (“CFM”); President and Chief Executive Officer of certain mutual funds associated with Legg Mason; Formerly Chairman of SBFM and CFM (from 2002 to 2006); Formerly, Chairman, President and Chief Executive of Travelers Investment Advisers, Inc. (from 2002 to 2005)   162  

None

Officers:        

Kaprel Ozsolak

Legg Mason

125 Broad Street,

11th Floor

New York, NY 10004

Birth Year: 1965

  Chief Financial Officer and Treasurer   Since
2004
  Director of Legg Mason; Chief Financial Officer and Treasurer of certain mutual funds associated with Legg Mason; Formerly, Controller of certain mutual funds associated with predecessor firms of Legg Mason or its predecessors (from 2002 to 2004)   N/A   N/A

 

Legg Mason Partners Intermediate Maturity California Municipals Fund         39


Additional Information (unaudited) (continued)

 

Name, Address
and Birth Year
  Position(s)
Held with
Fund
  Term of
Office
* and
Length
of Time
Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios
in Fund
Complex
Overseen by
Trustee
 

Other

Board
Memberships
Held by
Trustee

Officers:        

Ted P. Becker

Legg Mason

399 Park Avenue,
4th Floor
New York, NY 10022

Birth Year: 1951

  Chief Compliance Officer   Since
2006
  Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance at Legg Mason (since 2005); Chief Compliance Officer with certain mutual funds associated with Legg Mason, LMPFA and certain affiliates (since 2006); Managing Director of Compliance at Legg Mason or its predecessor (from 2002 to 2005); Prior to 2002, Managing Director — Internal Audit & Risk Review at Citigroup Inc.   N/A   N/A

John Chiota

Legg Mason

300 First Stamford Place

4th Floor

Stamford, CT 06902

Birth Year: 1968

  Chief Anti-Money Laundering Compliance Officer   Since
2006
  Vice President of Legg Mason or its predecessor (since 2004); Chief Anti-Money Laundering Compliance Officer with certain mutual funds associated with Legg Mason or its affiliates (since 2006); Prior to August 2004, Chief AML Compliance Officer with TD Waterhouse   N/A   N/A

 

40         Legg Mason Partners Intermediate Maturity California Municipals Fund


Additional Information (unaudited) (continued)

 

Name, Address
and Birth Year
  Position(s)
Held with
Fund
  Term of
Office
* and
Length
of Time
Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios
in Fund
Complex
Overseen by
Trustee
 

Other

Board
Memberships
Held by
Trustee

Steven Frank
Legg Mason
125 Broad Street,
11th Floor
New York, NY 10004
Birth Year: 1967
  Controller   Since
2005
  Vice President of Legg Mason or its predecessor (since 2002); Controller of certain mutual funds associated with Legg Mason (since 2005); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason (from 2001 to 2005); Accounting Manager of Legg Mason or its predecessors (from 1996 to 2001)   N/A   N/A
Robert I. Frenkel 
Legg Mason
300 First Stamford Place,
4th Floor
Stamford, CT 06902
Birth Year: 1954
  Secretary and Chief Legal Officer   Since
2003
  Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessors (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); Formerly, Secretary of CFM (from 2001 to 2004)   N/A   N/A

 

*   Each Trustee and Officer serves until his or her successor has been duly elected and qualified.

 

**   Mr. Jaffe became Trustee Emeritus on December 31, 2006.

 

***   Mr. Gerken is an “interested person” of the Trust as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of LMPFA and certain of its affiliates.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund         41


Additional Shareholder Information (unaudited)

 

Results of a Special Meeting of Shareholders

On December 11, 2006, a Special Meeting of Shareholders was held to vote on various proposals recently approved by the Fund's Director's (the "Board Members"). The following tables provide the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to the following proposals: (1) elect Board Members, (2) Regroup and Reorganize Funds (3) Revise Fundamental Investment Policies.

Proposal 1: Elect Board Members

 

Item Voted On   Votes For   Authority
Withheld
  Abstentions

Nominees:

     

Paul R Ades

  198,044,907.619   3,826,021.682   0.000

Andrew L. Breech

  198,150,052.267   3,720,877.034   0.000

Dwight B. Crane

  198,038,410.122   3,832,519.179   0.000

Robert M. Frayn, Jr.

  198,011,990.552   3,858,938.749   0.000

Frank G. Hubbard

  198,067,246.697   3,803,682.604   0.000

Howard J. Johnson

  198,029,734.835   3,841,194.466   0.000

David E. Maryatt

  198,033,142.196   3,837,787.105   0.000

Jerome H. Miller

  198,058,965.252   3,811,964.049   0.000

Ken Miller

  198,125,019.889   3,745,909.412   0.000

John J. Murphy

  197,960,517.593   3,910,411.708   0.000

Thomas T. Schlafly

  198,049,348.082   3,821,581.219   0.000

Jerry A. Viscione

  198,112,858.443   3,758,070.858   0.000

R. Jay Gerken, CFA

  197,866,002.710   4,004,926.591   0.000
 

 

  Board Members are elected by the shareholders of all of the series of the Trust of which the Fund is a series.

Proposal 2: Regroup and Reorganize Funds

 

Item Voted On   Votes For   Authority
Withheld
  Abstentions  

Broker

Non-Votes

Regroup and Reorganize

  3,508,793.578   155,834.163   95,791.366   289,080.000

Funds

       

Proposal 3: Revise Fundamental Investment Policies

 

Items Voted On   Votes For   Authority
Withheld
  Abstentions  

Broker

Non-Votes

Borrowing Money

  3,559,693.736   159,525.696   41,199.675   289,080.000

Underwriting

  3,562,254.047   155,834.163   42,330.897   289,080.000

Lending

  3,558,899.565   155,834.163   45,685.379   289,080.000

Issuing Senior Securities

  3,561,248.565   155,834.163   43,336.379   289,080.000

Real Estate

  3,557,557.032   159,525.696   43,336.379   289,080.000

Commodities

  3,552,892.782   156,347.158   51,179.167   289,080.000

Concentration

  3,557,472.037   160,277.691   42,669.379   289,080.000

Non-Fundamental

  3,551,817.440   163,518.913   45,082.754   289,080.000
 

 

42         Legg Mason Partners Intermediate Maturity California Municipals Fund


Important Tax Information (unaudited)

 

All of the net investment income distributions paid monthly by the Fund during the taxable year ended November 30, 2006 qualify as tax-exempt interest dividends for Federal income tax purposes.

Please retain this information for your records.

 

Legg Mason Partners Intermediate Maturity California Municipals Fund         43


Legg Mason Partners Intermediate Maturity California Municipals Fund

 

TRUSTEES

Dwight B. Crane

Burt N. Dorsett

R. Jay Gerken, CFA
Chairman

Elliot S. Jaffe*

Stephen E. Kaufman

Cornelius C. Rose, Jr.

  

INVESTMENT MANAGER

Legg Mason Partners Fund Advisor, LLC

 

SUBADVISER

Western Asset Management Company

 

DISTRIBUTORS

Citigroup Global Markets Inc.

Legg Mason Investors
Services, LLC

 

CUSTODIAN

State Street Bank and Trust Company

 

TRANSFER AGENT

PFPC Inc.

4400 Computer Drive

Westborough, Massachusetts

01581

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP

345 Park Avenue

New York, New York 10154

 

*   Mr. Jaffe became Trustee Emeritus on December 31, 2006


 

This report is submitted for the general information of the shareholders of Legg Mason Partners Intermediate Maturity California Municipals Fund, but it may also be used as sales literature when preceded or accompanied by the current Prospectus.

This report must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges, and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

www.leggmason.com/InvestorServices

©2007 Legg Mason Investor Service, LLC.

Member NASD, SIPC

 

FD0310 1/07   SR06-226

LOGO

Legg Mason Partners

Intermediate Maturity California Municipals Fund

The Fund is a separate investment fund of Legg Mason Partners Investment Trust, a Massachusetts business trust.

LEGG MASON PARTNERS INTERMEDIATE MATURITY CALIFORNIA MUNICIPALS FUND

Legg Mason Partners Funds

125 Broad Street

10th Floor, MF-2

New York, New York 10004

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-202-942-8090. To obtain information on Form N-Q from the Fund, shareholders can call Legg Mason Partners Shareholder Services at 1-800-451-2010.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30, of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio transactions is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov.


ITEM 2. CODE OF ETHICS.

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

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees of the registrant has determined that Dwight B. Crane, the Chairman of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Crane as the Audit Committee’s financial expert. Mr. Crane is an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending November 30, 2005 and November 30, 2006 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $117,200 in 2005 and $118,000 in 2006.

b) Audit-Related Fees. There were no fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4.

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Legg Mason Partners Investment Trust (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved).

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $13,500 in 2005 and $0 in 2006. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.


There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Legg Mason Partners Investment Trust

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

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

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

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

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such


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

(2) For the Legg Mason Partners Investment Trust, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2005 and 2006; Tax Fees were 100% and 0% for 2005 and 2006; and Other Fees were 100% and 0% for 2005 and 2006.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Investment Trust and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Legg Mason Partners Investment Trust during the reporting period were $0 in 2006 for fees related to the transfer agent matter as fully described in the notes the financial statements titled “additional information” and $75,000 for 2005.

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

 

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. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.


ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

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

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

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

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

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

 

Legg Mason Partners Investment Trust
By:   /s/ R. Jay Gerken
  (R. Jay Gerken)
 

Chief Executive Officer of

Legg Mason Partners Investment Trust

Date: February 7, 2007

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/ R. Jay Gerken

  (R. Jay Gerken)
 

Chief Executive Officer of

Legg Mason Partners Investment Trust

Date: February 7, 2007

 

By:  

/s/ Kaprel Ozsolak

  (Kaprel Ozsolak)
 

Chief Financial Officer of

Legg Mason Partners Investment Trust

Date: February 7, 2007