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 811-06629
Western Asset Managed Municipals Fund Inc.
(Exact name of registrant as specified in charter)
620 Eighth
Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
George P. Hoyt.
Franklin Templeton
100
First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: May 31
Date of reporting period: May 31, 2023
ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
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| Annual Report |
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May 31, 2023 |
WESTERN ASSET
MANAGED MUNICIPALS
FUND INC. (MMU)
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| INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
| * |
Certain investors may be subject to the federal alternative minimum tax (“AMT”), and state and local taxes will
apply. Capital gains, if any, are fully taxable. Please consult your personal tax or legal adviser. |
Fund objective
The Fund’s investment objective is to seek as high a level of current income exempt from federal income tax* as is consistent with preservation of
capital.
When pursuing its investment objective, the Fund seeks to maximize current income exempt from federal income tax as is consistent with preservation of
principal.
The Fund seeks to achieve its objective by investing primarily in long-term investment grade municipal debt securities issued by state and local
governments, political subdivisions, agencies and public authorities (municipal obligations). Under normal market conditions, the Fund will invest at least 80% of its total assets in municipal obligations rated investment grade at the time of
investment.
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| II |
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Western Asset Managed Municipals Fund Inc. |
Letter from the chairman
Dear Shareholder,
We are pleased to provide the annual report of Western Asset Managed Municipals Fund Inc. for the twelve-month reporting period ended May 31, 2023. Please read on
for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.
Special shareholder notice
On February 13,
2023, the Fund and Western Asset Intermediate Muni Fund Inc. (NYSE: SBI) and Western Asset Municipal Partners Fund Inc. (NYSE: MNP) announced approval by each fund’s Board of Directors of a proposal to merge (i) SBI with and into MMU and
(ii) MNP with and into MMU, subject to approval by the stockholders of each fund. The approval of each merger is not contingent upon the approval of the other merger. If approved, the mergers are anticipated to occur during the third quarter of
2023.
If the proposed mergers are approved by the stockholders of each fund, (i) common stockholders of SBI and MNP would receive common stock of MMU, based on
each fund’s respective net asset value (“NAV”) per share, (ii) holders of SBI’s and MNP’s variable rate demand preferred stock (“VRDPS”) would receive shares of VRDPS of MMU with the same aggregate liquidation
preference and terms to their respective VRDPS, and (iii) holders of SBI’s, MNP’s and MMU’s auction rate preferred stock (“ARPS”) would have their shares redeemed in accordance with their terms in advance of the closing
of the mergers. Any redemption of ARPS will be contingent upon stockholder approval of the merger for the specific fund. In lieu of issuing fractional shares of common stock, MMU will pay cash to each former common stockholder of SBI and MNP in an
amount equal to the value of the fractional shares of MMU common stock that the investor would otherwise have received in the merger.
As always, we remain committed
to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website,
www.franklintempleton.com. Here you can gain immediate access to market and investment information, including:
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Fund prices and performance, |
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Market insights and commentaries from our portfolio managers, and |
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A host of educational resources. |
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| Western Asset Managed Municipals Fund Inc. |
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III |
Letter from the chairman (cont’d)
We look forward to helping you meet your financial goals.
Sincerely,
Jane Trust, CFA
Chairman, President and Chief Executive Officer
June 30, 2023
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| IV |
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Western Asset Managed Municipals Fund Inc. |
Fund overview
Q. What is the Fund’s investment strategy?
A. The Fund’s investment objective is to seek as high a level of current income exempt from federal income tax as is consistent with preservation of capital.
When pursuing its investment objective, the Fund seeks to maximize current income exempt from federal income tax as is consistent with preservation of principal. We select securities primarily by identifying undervalued sectors and individual
securities, while also selecting securities that we believe will benefit from changes in market conditions.
Under normal market conditions, the Fund invests
primarily in investment grade municipal bonds, but it can also invest up to 20% of its total assets in municipal bonds rated below investment grade by a nationally recognized statistical rating organization or, if unrated, determined to be of
equivalent quality. The Fund may also use a variety of derivative instruments for investment purposes, as well as for hedging or risk management purposes. For credit ratings purposes, pre-refunded bonds are deemed to be unrated. The subadvisor
determines the credit quality of pre-refunded bonds based on the quality of the escrowed collateral and such other factors as the subadvisor deems appropriate.
At
Western Asset Management Company, LLC (“Western Asset”), the Fund’s subadviser, we utilize a fixed income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams
are comprised of Western Asset’s senior portfolio management personnel, research analysts and an in-house economist. Under this team approach, management of client fixed income portfolios will reflect a consensus of interdisciplinary views
within the Western Asset organization. The individuals responsible for development of investment strategy, day-to-day portfolio management, oversight and coordination of the Fund are S. Kenneth Leech, Robert E. Amodeo, David T. Fare and John Mooney.
Q. What were the overall market conditions during the Fund’s reporting period?
A. The overall U.S. fixed income market experienced periods of volatility and declined over the twelve-month reporting period ended May 31, 2023. The
market’s weakness was driven by several factors, including elevated and persistent inflation, aggressive Federal Reserve (the “Fed”) monetary policy tightening, the repercussions from the COVID-19, the war in Ukraine, turmoil in the
banking industry, and the debt ceiling debate.
Short-term U.S. Treasury yields moved sharply higher as the Fed began to raise interest rates in March 2022 (before
the reporting period began) in an attempt to rein in inflation. Over the next twelve months, the central bank hiked rates an additional nine times, bringing the federal funds rate to a range between 5.00% and 5.25% — the highest level since
2007. The yield for the two-year Treasury note began the reporting period at 2.53% (the low for the period) and ended the period at 4.40%. The high of 5.05% took place on March 8, 2023. The yield for the ten-year Treasury note began the
reporting period at 2.85% and ended the period at 3.64%. The low of 2.60% took place on August 1, 2022, and the peak of 4.25% took place on October 24, 2022.
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| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
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Fund overview (cont’d)
The municipal bond market generated a modest gain but outperformed its taxable bond counterpart
during the twelve-month reporting period. Over that time, the Bloomberg Municipal Bond Indexi and the Bloomberg U.S. Aggregate Indexii returned 0.49% and -2.14%, respectively. Both the taxable and tax-free markets were negatively impacted by rising
long-term interest rates.
Q. How did we respond to these changing market conditions?
A. A number of adjustments were made to the Fund during the reporting period. We increased the Fund’s duration versus that of the benchmark. From a
sector/industry perspective, we increased the Fund’s allocation to transportation, while reducing the Fund’s exposure to pre-refunded securities. In terms of quality positioning, we reduced the Fund’s exposure to securities rated AAA
and increased its exposure to securities rated AA and single A, as we saw greater opportunity in those areas.
During the reporting period, we utilized leverage in
the Fund. We ended the period with leverage as a percentage of total assets of approximately 30%, versus roughly 31% at the beginning of the period. The use of leverage detracted from results.
Performance review
For the twelve months ended
May 31, 2023, Western Asset Managed Municipals Fund Inc. returned -1.78% based on its net asset value (“NAV”)iii and -7.61% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged
benchmark, the Bloomberg Municipal Bond Index, returned 0.49% for the same period.
The Fund has a practice of seeking to maintain a relatively stable level of
distributions to shareholders. This practice has no impact on the Fund’s investment strategy and may reduce the Fund’s NAV. The Fund’s manager believes the practice helps maintain the Fund’s competitiveness and may benefit the
Fund’s market price and premium/discount to the Fund’s NAV.
Certain investors may be subject to the federal alternative minimum tax, and state and local
taxes will apply. Capital gains, if any, are fully taxable. Please consult your personal tax or legal adviser.
During the twelve-month period, the Fund made
distributions to shareholders totaling $0.45 per share of which $0.05 will be treated as a return of capital for tax purposes.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of
May 31, 2023. Past performance is no guarantee of future results.
| * |
For the tax character of distributions paid during the fiscal year ended May 31, 2023, please refer to page 49 of
this report. |
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Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
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| Performance Snapshot as of May 31, 2023 |
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| Price Per Share |
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12-Month
Total Return** |
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| $11.52 (NAV) |
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-1.78 |
%† |
| $9.84 (Market Price) |
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-7.61 |
%‡ |
All figures represent past performance and are not a guarantee of future results.
** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating
expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
† Total return assumes the reinvestment of all distributions, including returns of capital, at NAV.
‡ Total return assumes the reinvestment of all distributions, including returns of capital, in additional shares in accordance with the Fund’s Dividend
Reinvestment Plan.
Q. What were the leading contributors to performance?
A. The largest contributor to the Fund’s relative performance during the reporting period was its security selection within certain sectors. In particular,
selections within the leasing and state general obligation sectors were additive to performance. Additionally, security selection within the BBB ratings cohort was beneficial. From an allocation perspective, an underweight to securities rated AAA
contributed to performance, as did an overweight to securities rated A. Finally, an underweight to state general obligation issues was beneficial.
Q. What were the leading detractors from performance?
A. The largest detractor from the Fund’s relative performance
during the reporting period was its duration positioning. Having a long duration was negative for performance, as rates moved sharply higher over most of the period. In particular, overweights to the twenty- and thirty-year portions of the yield
curve were headwinds for returns. Security selection in certain areas were headwinds for results, especially within the industrial revenue and power sectors. From a quality positioning perspective, an overweight to high yield securities detracted
from performance.
Looking for additional information?
The Fund is traded under the symbol “MMU” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available
online under the symbol “XMMUX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a
quarterly press release that can be found on most major financial websites as well as www.franklintempleton.com.
In a continuing effort to provide information
concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.
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| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
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Fund overview (cont’d)
Thank you for your investment in Western Asset Managed Municipals Fund Inc. As always, we
appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.
Sincerely,
Western Asset Management Company, LLC
June 13, 2023
RISKS: The Fund is a non-diversified, closed-end management investment company designed primarily as a
long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective.
The Fund’s common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of
closed-end funds often trade at a discount to their net asset value. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund. The Fund’s investments are subject to a
number of risks, including interest rate risk, credit risk, leveraging risk and management risk. As interest rates rise, the price of fixed income investments declines. Lower rated, higher-yielding bonds, known as “high yield” or
“junk” bonds, are subject to greater liquidity and credit risk than higher-rated investment grade securities. Municipal securities purchased by the Fund may be adversely affected by changes in the financial condition of municipal issuers
and insurers, regulatory and political developments, uncertainties and public perceptions, and other factors. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately
increase losses and could have a potentially large impact on Fund performance. The Fund may enter into tender option bond (“TOB”) transactions, which expose the Fund to leverage and credit risk, and generally involve greater risk than
investments in fixed rate municipal bonds, including the risk of loss of principal. The interest payments that the Fund would typically receive on inverse floaters acquired in such transactions vary inversely with short-term interest rates and will
be reduced (and potentially eliminated) when short-term interest rates increase. Inverse floaters will generally underperform the market for fixed rate municipal securities when interest rates rise. The value and market for inverse floaters can be
volatile, and inverse floaters can have limited liquidity. Investments in inverse floaters issued in TOB transactions are derivative instruments and, therefore, are also subject to the risks generally applicable to investments in derivatives. The
Fund may invest in securities of other investment companies. To the extent it does, Fund stockholders will indirectly pay a portion of the operating costs of such companies, in addition to the expenses that the Fund bears directly in connection with
its own operations. Investing in securities issued by other investment companies, including exchange-traded funds (“ETFs”) that invest primarily in municipal securities, involves risks similar to those of investing directly in the
securities in which those investment companies invest. To the extent the Fund invests in securities of other investment companies, Fund stockholders will indirectly pay a portion of the operating costs of such companies, in addition to the expenses
that the Fund bears directly in connection with its own
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Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
operation. Leverage may result in greater
volatility of NAV and market price of common shares and increases a shareholder’s risk of loss. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions,
overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts,
economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other
asset. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadviser. For more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.
The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The
information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed
should consult their financial professional. Portfolio holdings are subject to change at any time and may not be representative of the portfolio managers’ current or future investments. The Fund’s portfolio composition is subject to change
at any time.
All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance
reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
The information provided is not intended to be a
forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
| i |
The Bloomberg Municipal Bond Index is a market value weighted index of investment grade municipal bonds with maturities of
one year or more. |
| ii |
The Bloomberg U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage-and
asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
| iii |
Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with
financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the
market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.
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| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
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Fund at a glance† (unaudited)
Investment breakdown (%) as a percent of total investments
| † |
The bar graph above represents the composition of the Fund’s investments as of May 31, 2023 and May 31,
2022. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time. |
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Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Fund performance (unaudited)
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| Net Asset Value |
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| Average annual total returns1 |
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| Twelve Months Ended 5/31/23 |
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-1.78 |
% |
| Five Years Ended 5/31/23 |
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1.02 |
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| Ten Years Ended 5/31/23 |
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2.90 |
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| Cumulative total returns1 |
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| 5/31/13 through 5/31/23 |
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33.03 |
% |
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| Market Price |
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| Average annual total returns2 |
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| Twelve Months Ended 5/31/23 |
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-7.61 |
% |
| Five Years Ended 5/31/23 |
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-0.65 |
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| Ten Years Ended 5/31/23 |
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2.05 |
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| Cumulative total returns2 |
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| 5/31/13 through 5/31/23 |
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22.48 |
% |
All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund expenses,
including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
| 1 |
Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.
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Assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance
with the Fund’s Dividend Reinvestment Plan. |
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| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
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Fund performance
(unaudited) (cont’d)
Historical performance
Value of $10,000 invested in
Western Asset Managed Municipals Fund Inc. vs. Bloomberg Municipal Bond Index† — May 2013 - May 2023
All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund
expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
| † |
Hypothetical illustration of $10,000 invested in Western Asset Managed Municipals Fund Inc. on May 31, 2013, assuming
the reinvestment of all distributions, including returns of capital, if any, at net asset value and also assuming the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s
Dividend Reinvestment Plan through May 31, 2023. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Municipal Bond Index. The Bloomberg Municipal Bond Index (the “Index”) is the corporate component of the
Bloomberg Municipal Bond Index, which is comprised of several other Bloomberg indices that measure fixed income performance of regions around the world. The Index is unmanaged. Please note that an investor cannot invest directly in an index.
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Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Schedule of investments
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
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| Security |
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Rate |
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Maturity
Date |
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Face
Amount |
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Value |
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| Municipal Bonds — 138.0% |
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| Alabama — 6.1% |
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| Alabama State Corrections Institution Finance Authority Revenue, Series A |
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5.250 |
% |
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7/1/52 |
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$ |
2,600,000 |
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$ |
2,792,869 |
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| Black Belt Energy Gas District, AL, Gas Project Revenue Bonds, Project #6, Series
B |
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4.000 |
% |
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12/1/26 |
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560,000 |
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553,954 |
(a)(b) |
| Hoover, AL, IDA Revenue, United States Steel Corp. Project, Series 2019 |
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5.750 |
% |
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10/1/49 |
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700,000 |
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708,816 |
(c) |
| Jefferson County, AL, Sewer Revenue: |
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| Convertible CAB, Subordinated Lien, Warrants, Step bond, Series F, Refunding (0.000% to
10/1/23 then 7.900%) |
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0.000 |
% |
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10/1/50 |
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11,580,000 |
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11,989,524 |
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| Senior Lien, Warrants, Series A, Refunding, AGM |
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5.500 |
% |
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10/1/53 |
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1,400,000 |
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1,432,387 |
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| Subordinated Lien, Warrants, Series D, Refunding |
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6.500 |
% |
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10/1/53 |
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6,900,000 |
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7,289,323 |
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| Southeast Alabama Gas Supply District, Gas Supply Revenue, Project #2, Series A |
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4.000 |
% |
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6/1/24 |
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5,690,000 |
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5,682,857 |
(a)(b) |
| Total Alabama |
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30,449,730 |
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| Alaska — 0.8% |
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| Alaska State Housing Finance Corp. Revenue, State Capital Project II, Series B |
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5.000 |
% |
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12/1/38 |
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750,000 |
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802,043 |
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| Anchorage, AK, Port Revenue, Series A |
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5.000 |
% |
|
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12/1/50 |
|
|
|
1,000,000 |
|
|
|
1,008,942 |
(c) |
| Northern Tobacco Securitization Corp., AK, Tobacco Settlement Revenue: |
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| Asset Backed Senior Bonds, Class 1, Series A, Refunding |
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4.000 |
% |
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6/1/50 |
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500,000 |
|
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|
437,766 |
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| Asset Backed Senior Bonds, Series A, Class 1, Refunding |
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4.000 |
% |
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6/1/41 |
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1,690,000 |
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1,580,367 |
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| Total Alaska |
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3,829,118 |
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| Arizona — 5.0% |
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|
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| Arizona State IDA, Education Revenue, Basis School Project, Credit Enhanced, Series F,
Refunding, SD Credit Program |
|
|
5.000 |
% |
|
|
7/1/52 |
|
|
|
725,000 |
|
|
|
736,296 |
|
| Chandler, AZ, IDA Revenue, Intel Corp. Project |
|
|
5.000 |
% |
|
|
6/3/24 |
|
|
|
4,120,000 |
|
|
|
4,147,294 |
(a)(b)(c) |
| Navajo Nation, AZ, Revenue, Series A, Refunding |
|
|
5.500 |
% |
|
|
12/1/30 |
|
|
|
950,000 |
|
|
|
982,649 |
(d) |
| Queen Creek, AZ, Excise Tax & State Shared Revenue, Series A |
|
|
5.000 |
% |
|
|
8/1/42 |
|
|
|
750,000 |
|
|
|
801,614 |
|
| Salt Verde, AZ, Financial Corp., Natural Gas Revenue: |
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|
|
|
|
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|
|
|
|
|
|
|
|
|
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| Series 2007 |
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5.250 |
% |
|
|
12/1/28 |
|
|
|
2,000,000 |
|
|
|
2,082,456 |
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See Notes to Financial
Statements.
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| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
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9 |
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Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
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|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Arizona — continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2007 |
|
|
5.000 |
% |
|
|
12/1/32 |
|
|
$ |
10,000,000 |
|
|
$ |
10,438,905 |
|
| Series 2007 |
|
|
5.000 |
% |
|
|
12/1/37 |
|
|
|
5,500,000 |
|
|
|
5,592,908 |
|
| Total Arizona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,782,122 |
|
| Arkansas — 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arkansas State Development Finance Authority Revenue, United States Steel Corporation
Project, Green Bonds |
|
|
5.700 |
% |
|
|
5/1/53 |
|
|
|
800,000 |
|
|
|
803,999 |
(c) |
| California — 18.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Alameda, CA, Corridor Transportation Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible CAB, Series C, Refunding, AGM |
|
|
5.000 |
% |
|
|
10/1/52 |
|
|
|
2,050,000 |
|
|
|
2,203,918 |
|
| Second Subordinated Lien, Series B, Refunding |
|
|
5.000 |
% |
|
|
10/1/34 |
|
|
|
1,750,000 |
|
|
|
1,802,752 |
|
| Bay Area Toll Authority, CA, Toll Bridge Revenue, San Francisco Bay Area, Series B-1
(SIFMA Municipal Swap Index Yield + 1.100%) |
|
|
4.510 |
% |
|
|
4/1/24 |
|
|
|
5,500,000 |
|
|
|
5,510,534 |
(a)(b) |
| California State Community Choice Financing Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Clean Energy Project, Green Bonds, Series A-1 |
|
|
4.000 |
% |
|
|
8/1/28 |
|
|
|
700,000 |
|
|
|
698,390 |
(a)(b) |
| Clean Energy Project, Green Bonds, Series B-1 |
|
|
5.000 |
% |
|
|
8/1/29 |
|
|
|
2,400,000 |
|
|
|
2,517,955 |
(a)(b) |
| California State Health Facilities Financing Authority Revenue, Lucile Salter Packard
Children’s Hospital at Stanford |
|
|
5.000 |
% |
|
|
11/15/56 |
|
|
|
500,000 |
|
|
|
512,837 |
|
| California State MFA Revenue, Senior Lien, LINXS APM Project, Series A |
|
|
5.000 |
% |
|
|
12/31/43 |
|
|
|
3,400,000 |
|
|
|
3,446,965 |
(c) |
| California State PCFA Water Furnishing Revenue, Poseidon Resources Desalination
Project |
|
|
5.000 |
% |
|
|
11/21/45 |
|
|
|
12,500,000 |
|
|
|
12,432,991 |
(c)(d) |
| California State, GO, Various Purpose, Refunding |
|
|
4.000 |
% |
|
|
11/1/36 |
|
|
|
1,000,000 |
|
|
|
1,023,449 |
|
| California Statewide CDA Revenue, Provident Group-Pomona Properties LLC, Series A |
|
|
5.750 |
% |
|
|
1/15/45 |
|
|
|
1,770,000 |
|
|
|
1,746,172 |
(d) |
| Chino Valley, CA, USD, GO, Series B |
|
|
5.000 |
% |
|
|
8/1/55 |
|
|
|
1,250,000 |
|
|
|
1,336,861 |
|
| Inland Valley, CA, Development Agency, Successor Agency Tax Allocation Revenue, Series A,
Refunding |
|
|
5.000 |
% |
|
|
9/1/44 |
|
|
|
2,405,000 |
|
|
|
2,414,889 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 10 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| California —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Los Angeles, CA, Department of Airports Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Los Angeles International Airport, Subordinated, Series C, Refunding |
|
|
4.000 |
% |
|
|
5/15/36 |
|
|
$ |
800,000 |
|
|
$ |
803,769 |
(c) |
| Los Angeles International Airport, Subordinated, Series C, Refunding |
|
|
4.000 |
% |
|
|
5/15/37 |
|
|
|
500,000 |
|
|
|
496,898 |
(c) |
| Los Angeles International Airport, Subordinated, Series D |
|
|
5.000 |
% |
|
|
5/15/38 |
|
|
|
500,000 |
|
|
|
522,544 |
(c) |
| Los Angeles International Airport, Subordinated, Series F |
|
|
5.000 |
% |
|
|
5/15/27 |
|
|
|
5,565,000 |
|
|
|
5,854,397 |
(c) |
| Los Angeles International Airport, Subordinated, Series F |
|
|
4.000 |
% |
|
|
5/15/49 |
|
|
|
2,000,000 |
|
|
|
1,844,973 |
(c) |
| Los Angeles, CA, Department of Water & Power Waterworks Revenue, Series
A |
|
|
5.000 |
% |
|
|
7/1/48 |
|
|
|
2,500,000 |
|
|
|
2,646,429 |
|
| Los Angeles, CA, Department of Water & Power, Power System Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A |
|
|
5.000 |
% |
|
|
7/1/42 |
|
|
|
4,000,000 |
|
|
|
4,214,011 |
|
| Series C |
|
|
5.000 |
% |
|
|
7/1/37 |
|
|
|
1,000,000 |
|
|
|
1,071,122 |
|
| Series C |
|
|
5.000 |
% |
|
|
7/1/42 |
|
|
|
2,000,000 |
|
|
|
2,120,954 |
|
| Los Angeles, CA, Wastewater System Revenue, Green Bonds, Subordinated, Series A |
|
|
5.000 |
% |
|
|
6/1/48 |
|
|
|
1,500,000 |
|
|
|
1,593,092 |
|
| M-S-R Energy Authority, CA, Natural Gas Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A |
|
|
7.000 |
% |
|
|
11/1/34 |
|
|
|
3,430,000 |
|
|
|
4,126,428 |
|
| Series B |
|
|
6.500 |
% |
|
|
11/1/39 |
|
|
|
8,000,000 |
|
|
|
9,297,070 |
|
| River Islands, CA, Public Financing Authority, Special Tax Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Community Facilities District No. 2003-1 |
|
|
5.500 |
% |
|
|
9/1/37 |
|
|
|
545,000 |
|
|
|
533,886 |
|
| Community Facilities District No. 2003-1 |
|
|
5.750 |
% |
|
|
9/1/52 |
|
|
|
1,000,000 |
|
|
|
968,830 |
|
| Riverside County, CA, Transportation Commission Sales Tax Revenue, Series B,
Refunding |
|
|
5.000 |
% |
|
|
6/1/37 |
|
|
|
1,900,000 |
|
|
|
2,045,191 |
|
| San Bernardino, CA, USD Revenue, COP, 2019 School Financing Project, AGM |
|
|
5.000 |
% |
|
|
10/1/36 |
|
|
|
1,000,000 |
|
|
|
1,088,921 |
|
| San Diego County, CA, Regional Airport Authority Revenue, Series B |
|
|
5.000 |
% |
|
|
7/1/46 |
|
|
|
1,500,000 |
|
|
|
1,558,068 |
(c) |
| San Diego County, CA, Regional Transportation Commission, Sales Tax Revenue,
Series
A |
|
|
5.000 |
% |
|
|
4/1/48 |
|
|
|
2,500,000 |
|
|
|
2,602,791 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
11 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| California —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| San Francisco, CA, City & County Airport Commission, International Airport
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Second Series A, Refunding |
|
|
5.000 |
% |
|
|
5/1/47 |
|
|
$ |
9,135,000 |
|
|
$ |
9,281,041 |
(c) |
| SFO Fuel Company LLC, Series A, Refunding |
|
|
5.000 |
% |
|
|
1/1/47 |
|
|
|
1,500,000 |
|
|
|
1,544,175 |
(c) |
| San Mateo County, CA, Joint Powers Financing Authority, Lease Revenue, Capital Project,
Series A |
|
|
5.000 |
% |
|
|
7/15/43 |
|
|
|
1,000,000 |
|
|
|
1,073,090 |
|
| Sanger, CA, USD Revenue, COP, Capital Projects, Refunding, AGM |
|
|
5.000 |
% |
|
|
6/1/49 |
|
|
|
1,000,000 |
|
|
|
1,028,845 |
|
| Tobacco Securitization Authority of Southern California Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset Backed Refunding, San Diego County Tobacco Asset Securitization Corporation, Class
1, Series A |
|
|
5.000 |
% |
|
|
6/1/39 |
|
|
|
500,000 |
|
|
|
529,613 |
|
| Asset Backed Refunding, San Diego County Tobacco Asset Securitization Corporation, Class
1, Series A |
|
|
5.000 |
% |
|
|
6/1/48 |
|
|
|
500,000 |
|
|
|
518,214 |
|
| Total California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,012,065 |
|
| Colorado — 6.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Base Village Metropolitan District #2, CO, GO, Series A, Refunding |
|
|
5.750 |
% |
|
|
12/1/46 |
|
|
|
500,000 |
|
|
|
500,827 |
|
| Colorado State Educational & Cultural Facilities Authority Revenue, University of
Denver Project, Series A |
|
|
5.000 |
% |
|
|
3/1/47 |
|
|
|
1,600,000 |
|
|
|
1,668,746 |
|
| Colorado State Health Facilities Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commonspirit Health Initiatives, Series B-2 |
|
|
5.000 |
% |
|
|
8/1/26 |
|
|
|
1,000,000 |
|
|
|
1,029,240 |
(a)(b) |
| Commonspirit Health Project, Series A-2 |
|
|
4.000 |
% |
|
|
8/1/49 |
|
|
|
1,900,000 |
|
|
|
1,711,520 |
|
| Colorado State High Performance Transportation Enterprise Revenue, C-470 Express
Lanes |
|
|
5.000 |
% |
|
|
12/31/51 |
|
|
|
600,000 |
|
|
|
597,261 |
|
| Denver, CO, Airport System Revenue, Series C |
|
|
6.125 |
% |
|
|
11/15/25 |
|
|
|
10,945,000 |
|
|
|
11,170,072 |
(c)(e) |
| Public Authority for Colorado Energy, Natural Gas Purchase Revenue |
|
|
6.500 |
% |
|
|
11/15/38 |
|
|
|
12,200,000 |
|
|
|
14,284,452 |
|
| Total Colorado |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,962,118 |
|
| Connecticut — 1.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Connecticut State Special Tax Revenue, Transportation Infrastructure, Series A |
|
|
5.000 |
% |
|
|
1/1/37 |
|
|
|
1,500,000 |
|
|
|
1,599,448 |
|
| Connecticut State, GO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A |
|
|
5.000 |
% |
|
|
4/15/35 |
|
|
|
1,650,000 |
|
|
|
1,815,998 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 12 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Connecticut —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series E |
|
|
5.000 |
% |
|
|
10/15/34 |
|
|
$ |
930,000 |
|
|
$ |
979,771 |
|
| Harbor Point, CT, Infrastructure Improvement District, Special Obligation Revenue, Harbor
Point Project Ltd., Refunding |
|
|
5.000 |
% |
|
|
4/1/39 |
|
|
|
900,000 |
|
|
|
893,600 |
(d) |
| Total Connecticut |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,288,817 |
|
| District of Columbia —
0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| District of Columbia Revenue, KIPP DC Project, Series B, Refunding |
|
|
5.000 |
% |
|
|
7/1/48 |
|
|
|
2,800,000 |
|
|
|
2,799,493 |
|
| Florida — 5.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Broward County, FL, Airport System Revenue, Series 2017 |
|
|
5.000 |
% |
|
|
10/1/47 |
|
|
|
1,250,000 |
|
|
|
1,271,887 |
(c) |
| Broward County, FL, Port Facilities Revenue, Series 2022 |
|
|
5.000 |
% |
|
|
9/1/37 |
|
|
|
400,000 |
|
|
|
429,359 |
(c) |
| Florida State Development Finance Corp., Educational Facilities Revenue, Renaissance
Charter School Inc. Projects, Series A |
|
|
6.125 |
% |
|
|
6/15/46 |
|
|
|
555,000 |
|
|
|
555,769 |
(d) |
| Florida State Mid-Bay Bridge Authority, Series A, Refunding |
|
|
5.000 |
% |
|
|
10/1/30 |
|
|
|
2,410,000 |
|
|
|
2,455,439 |
|
| Fort Pierce, FL, Utilities Authority Revenue, Series A, Refunding, AGM |
|
|
4.000 |
% |
|
|
10/1/52 |
|
|
|
700,000 |
|
|
|
659,816 |
|
| Greater Orlando, FL, Aviation Authority, Airport Facilities Revenue, Priority
Subordinated, Series A |
|
|
5.000 |
% |
|
|
10/1/47 |
|
|
|
1,500,000 |
|
|
|
1,526,265 |
(c) |
| Hillsborough County, FL, Aviation Authority Revenue, Tampa International
Airport,
Series E |
|
|
5.000 |
% |
|
|
10/1/43 |
|
|
|
1,000,000 |
|
|
|
1,029,118 |
(c) |
| Miami-Dade County, FL, Aviation Revenue, Series A, Refunding |
|
|
5.000 |
% |
|
|
10/1/49 |
|
|
|
3,000,000 |
|
|
|
3,068,434 |
(c) |
| Miami-Dade County, FL, Expressway Authority, Series A |
|
|
5.000 |
% |
|
|
7/1/40 |
|
|
|
9,000,000 |
|
|
|
9,045,653 |
|
| Miami-Dade County, FL, Seaport Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Senior Bonds, Series A, Refunding |
|
|
5.000 |
% |
|
|
10/1/47 |
|
|
|
2,000,000 |
|
|
|
2,075,642 |
(c) |
| Senior Bonds, Series A, Refunding |
|
|
5.250 |
% |
|
|
10/1/52 |
|
|
|
1,500,000 |
|
|
|
1,581,809 |
(c) |
| Orange County, FL, Health Facilities Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Orlando Health Inc., Series A |
|
|
5.000 |
% |
|
|
10/1/53 |
|
|
|
1,000,000 |
|
|
|
1,045,875 |
|
| Presbyterian Retirement Communities, Refunding |
|
|
5.000 |
% |
|
|
8/1/47 |
|
|
|
750,000 |
|
|
|
773,450 |
|
| Palm Beach County, FL, Health Facilities Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acts Retirement-Life Communities |
|
|
5.000 |
% |
|
|
11/15/45 |
|
|
|
750,000 |
|
|
|
712,152 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
13 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Florida — continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jupiter Medical Center Project, Series A |
|
|
5.000 |
% |
|
|
11/1/52 |
|
|
$ |
2,200,000 |
|
|
$ |
2,154,744 |
|
| Toby & Leon Cooperman Sinai Residences of Boca Raton Expansion,
Refunding |
|
|
4.000 |
% |
|
|
6/1/41 |
|
|
|
500,000 |
|
|
|
389,458 |
|
| Total Florida |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,774,870 |
|
| Georgia — 1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cobb County, GA, Kennestone Hospital Authority Revenue, Wellstar Health System, Inc.
Project, Series A |
|
|
5.000 |
% |
|
|
4/1/50 |
|
|
|
1,000,000 |
|
|
|
1,029,285 |
|
| Fulton County, GA, Development Authority Revenue, Georgia Institute of Technology |
|
|
5.000 |
% |
|
|
6/15/44 |
|
|
|
1,000,000 |
|
|
|
1,076,733 |
|
| Georgia State Municipal Electric Authority Power Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Plant Vogtle Units 3&4, Project M, Series A |
|
|
5.250 |
% |
|
|
7/1/64 |
|
|
|
900,000 |
|
|
|
935,062 |
|
| Plant Vogtle Units 3&4, Project P, Series A |
|
|
5.000 |
% |
|
|
1/1/56 |
|
|
|
1,000,000 |
|
|
|
973,487 |
|
| Plant Vogtle Units 3&4, Project P, Series A |
|
|
5.500 |
% |
|
|
7/1/64 |
|
|
|
550,000 |
|
|
|
566,955 |
|
| Project One, Series A |
|
|
5.000 |
% |
|
|
1/1/50 |
|
|
|
1,000,000 |
|
|
|
1,022,348 |
|
| Main Street Natural Gas Inc., GA, Gas Project Revenue, Series A |
|
|
5.000 |
% |
|
|
5/15/43 |
|
|
|
800,000 |
|
|
|
791,984 |
|
| Total Georgia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,395,854 |
|
| Guam — 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Guam Government, Business Privilege Tax Revenue, Series F, Refunding |
|
|
4.000 |
% |
|
|
1/1/36 |
|
|
|
970,000 |
|
|
|
919,302 |
|
| Idaho — 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Idaho State Health Facilities Authority Revenue, Trinity Health Credit Group, Series
A |
|
|
5.000 |
% |
|
|
12/1/47 |
|
|
|
1,100,000 |
|
|
|
1,122,689 |
|
| Illinois — 18.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chicago, IL, Board of Education, Dedicated Capital Improvement, Special Tax Revenue,
Series 2018 |
|
|
5.000 |
% |
|
|
4/1/42 |
|
|
|
1,500,000 |
|
|
|
1,516,932 |
|
| Chicago, IL, Board of Education, GO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dedicated, Series G, Refunding |
|
|
5.000 |
% |
|
|
12/1/34 |
|
|
|
100,000 |
|
|
|
102,366 |
|
| Dedicated, Series G, Refunding |
|
|
5.000 |
% |
|
|
12/1/44 |
|
|
|
420,000 |
|
|
|
408,926 |
|
| Dedicated, Series H |
|
|
5.000 |
% |
|
|
12/1/36 |
|
|
|
500,000 |
|
|
|
505,407 |
|
| Dedicated, Series H |
|
|
5.000 |
% |
|
|
12/1/46 |
|
|
|
4,150,000 |
|
|
|
4,010,851 |
|
| Series D |
|
|
5.000 |
% |
|
|
12/1/46 |
|
|
|
6,435,000 |
|
|
|
6,236,122 |
|
| Chicago, IL, GO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A |
|
|
5.000 |
% |
|
|
1/1/44 |
|
|
|
1,000,000 |
|
|
|
984,800 |
|
| Series A, Refunding |
|
|
5.625 |
% |
|
|
1/1/29 |
|
|
|
2,000,000 |
|
|
|
2,124,029 |
|
| Series A, Refunding |
|
|
6.000 |
% |
|
|
1/1/38 |
|
|
|
1,500,000 |
|
|
|
1,590,753 |
|
| Series C, Refunding |
|
|
5.000 |
% |
|
|
1/1/25 |
|
|
|
3,000,000 |
|
|
|
3,058,324 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 14 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
|
| (Percentages shown based on Fund net assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Illinois —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chicago, IL, O’Hare International Airport Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| General Senior Lien, Series B, Refunding |
|
|
5.000 |
% |
|
|
1/1/41 |
|
|
$ |
1,000,000 |
|
|
$ |
1,020,109 |
|
| General Senior Lien, Series C, Refunding |
|
|
5.000 |
% |
|
|
1/1/44 |
|
|
|
2,500,000 |
|
|
|
2,599,787 |
(c) |
| Series A, Refunding |
|
|
5.000 |
% |
|
|
1/1/31 |
|
|
|
1,000,000 |
|
|
|
1,015,455 |
(c) |
| Series A, Refunding |
|
|
5.000 |
% |
|
|
1/1/35 |
|
|
|
7,000,000 |
|
|
|
7,092,685 |
(c) |
| TrIPS Obligated Group |
|
|
5.000 |
% |
|
|
7/1/48 |
|
|
|
700,000 |
|
|
|
688,105 |
(c) |
| Chicago, IL, Transit Authority, Sales Tax Receipts Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Second Lien |
|
|
5.000 |
% |
|
|
12/1/51 |
|
|
|
1,000,000 |
|
|
|
1,014,970 |
|
| Second Lien, Series A, Refunding |
|
|
5.000 |
% |
|
|
12/1/45 |
|
|
|
500,000 |
|
|
|
521,430 |
|
| Second Lien, Series A, Refunding |
|
|
4.000 |
% |
|
|
12/1/55 |
|
|
|
1,300,000 |
|
|
|
1,171,178 |
|
| Chicago, IL, Wastewater Transmission Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Second Lien |
|
|
5.000 |
% |
|
|
1/1/44 |
|
|
|
1,000,000 |
|
|
|
1,002,767 |
|
| Second Lien, Series A, Refunding |
|
|
5.000 |
% |
|
|
1/1/47 |
|
|
|
2,300,000 |
|
|
|
2,330,848 |
|
| Second Lien, Series B, Refunding |
|
|
5.000 |
% |
|
|
1/1/38 |
|
|
|
750,000 |
|
|
|
766,495 |
|
| Chicago, IL, Waterworks Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Second Lien, Series 2017, Refunding |
|
|
5.000 |
% |
|
|
11/1/29 |
|
|
|
1,800,000 |
|
|
|
1,898,621 |
|
| Second Lien, Series 2017-2, Refunding, AGM |
|
|
5.000 |
% |
|
|
11/1/33 |
|
|
|
1,290,000 |
|
|
|
1,371,533 |
|
| Second Lien, Series 2017-2, Refunding, AGM |
|
|
5.000 |
% |
|
|
11/1/37 |
|
|
|
3,610,000 |
|
|
|
3,752,984 |
|
| Second Lien, Series 2017-2, Refunding, AGM |
|
|
5.000 |
% |
|
|
11/1/38 |
|
|
|
2,000,000 |
|
|
|
2,075,268 |
|
| Cook County, IL, Sales Tax Revenue, Series A, Refunding |
|
|
4.000 |
% |
|
|
11/15/41 |
|
|
|
1,750,000 |
|
|
|
1,693,004 |
|
| Illinois State Finance Authority Revenue, Northshore University Healthsystem, Series A,
Refunding |
|
|
4.000 |
% |
|
|
8/15/40 |
|
|
|
1,900,000 |
|
|
|
1,821,215 |
|
| Illinois State Finance Authority, Student Housing & Academic Facilities Revenue,
CHF Chicago LLC, University of Illinois Chicago Project |
|
|
5.000 |
% |
|
|
2/15/50 |
|
|
|
500,000 |
|
|
|
461,243 |
|
| Illinois State Sports Facilities Authority Revenue, Sport Facilities Project, Series 2019,
Refunding, BAM |
|
|
5.000 |
% |
|
|
6/15/28 |
|
|
|
750,000 |
|
|
|
779,750 |
|
| Illinois State Toll Highway Authority Revenue, Series A |
|
|
4.000 |
% |
|
|
1/1/46 |
|
|
|
4,000,000 |
|
|
|
3,854,528 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
15 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Illinois —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Illinois State, GO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2016 |
|
|
5.000 |
% |
|
|
1/1/33 |
|
|
$ |
1,500,000 |
|
|
$ |
1,545,367 |
|
| Series 2016 |
|
|
5.000 |
% |
|
|
11/1/33 |
|
|
|
2,350,000 |
|
|
|
2,436,703 |
|
| Series 2016, Refunding |
|
|
5.000 |
% |
|
|
2/1/29 |
|
|
|
1,660,000 |
|
|
|
1,750,380 |
|
| Series A |
|
|
5.000 |
% |
|
|
3/1/34 |
|
|
|
2,000,000 |
|
|
|
2,185,094 |
|
| Series A |
|
|
5.000 |
% |
|
|
5/1/36 |
|
|
|
690,000 |
|
|
|
720,599 |
|
| Series A |
|
|
5.000 |
% |
|
|
5/1/39 |
|
|
|
2,000,000 |
|
|
|
2,067,316 |
|
| Series A |
|
|
5.000 |
% |
|
|
3/1/46 |
|
|
|
1,750,000 |
|
|
|
1,815,042 |
|
| Series A, Refunding |
|
|
5.000 |
% |
|
|
10/1/29 |
|
|
|
3,795,000 |
|
|
|
4,094,164 |
|
| Series A, Refunding |
|
|
5.000 |
% |
|
|
10/1/30 |
|
|
|
500,000 |
|
|
|
537,840 |
|
| Series D |
|
|
5.000 |
% |
|
|
11/1/27 |
|
|
|
2,000,000 |
|
|
|
2,134,189 |
|
| Series D |
|
|
5.000 |
% |
|
|
11/1/28 |
|
|
|
750,000 |
|
|
|
799,179 |
|
| Metropolitan Pier & Exposition Authority, IL, Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| McCormick Place Expansion Project, Series A, Refunding |
|
|
4.000 |
% |
|
|
12/15/42 |
|
|
|
2,750,000 |
|
|
|
2,562,316 |
|
| McCormick Place Expansion Project, Series A, Refunding |
|
|
4.000 |
% |
|
|
12/15/47 |
|
|
|
1,500,000 |
|
|
|
1,353,944 |
|
| McCormick Place Expansion Project, Series A, Refunding |
|
|
5.000 |
% |
|
|
6/15/50 |
|
|
|
7,150,000 |
|
|
|
7,187,857 |
|
| Regional Transportation Authority, IL, GO, Series A, Refunding, NATL |
|
|
6.000 |
% |
|
|
7/1/29 |
|
|
|
4,450,000 |
|
|
|
4,981,310 |
|
| Total Illinois |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,641,785 |
|
| Indiana — 1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Indiana State Finance Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BHI Senior Living Inc., Series A, Refunding |
|
|
4.000 |
% |
|
|
11/15/41 |
|
|
|
2,250,000 |
|
|
|
1,794,795 |
|
| Marion General Hospital, Series A |
|
|
4.000 |
% |
|
|
7/1/45 |
|
|
|
900,000 |
|
|
|
855,758 |
|
| Midwestern Disaster Relief, Ohio Valley Electric Corp. Project, Series A |
|
|
4.250 |
% |
|
|
11/1/30 |
|
|
|
900,000 |
|
|
|
883,139 |
|
| Indianapolis, IN, Local Public Improvement Bond Bank, Courthouse and Jail Project, Series
A |
|
|
4.000 |
% |
|
|
2/1/44 |
|
|
|
2,000,000 |
|
|
|
1,959,888 |
|
| Valparaiso, IN, Exempt Facilities Revenue, Pratt Paper LLC Project |
|
|
7.000 |
% |
|
|
1/1/44 |
|
|
|
1,000,000 |
|
|
|
1,016,712 |
(c) |
| Total Indiana |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,510,292 |
|
| Iowa — 1.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Iowa State Finance Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Midwestern Disaster Area, Iowa Fertilizer Co. Project, Refunding |
|
|
5.000 |
% |
|
|
12/1/42 |
|
|
|
3,400,000 |
|
|
|
3,438,390 |
(a)(b) |
See Notes to Financial
Statements.
|
|
|
|
|
| 16 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Iowa — continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Midwestern Disaster Area, Iowa Fertilizer Co. Project, Refunding |
|
|
5.000 |
% |
|
|
12/1/50 |
|
|
$ |
2,000,000 |
|
|
$ |
2,009,006 |
|
| Iowa State Tobacco Settlement Authority Revenue, Asset Backed Senior Bonds, Class 1,
Series A-2, Refunding |
|
|
4.000 |
% |
|
|
6/1/49 |
|
|
|
550,000 |
|
|
|
490,293 |
|
| Total Iowa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,937,689 |
|
| Kentucky — 2.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kentucky State Economic Development Finance Authority Revenue, Louisville Arena,
Louisville Arena Authority Inc., Refunding, AGM |
|
|
5.000 |
% |
|
|
12/1/45 |
|
|
|
1,000,000 |
|
|
|
1,022,668 |
|
| Kentucky State PEA, Gas Supply Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A |
|
|
4.000 |
% |
|
|
6/1/26 |
|
|
|
5,000,000 |
|
|
|
4,983,762 |
(a)(b) |
| Series C |
|
|
4.000 |
% |
|
|
6/1/25 |
|
|
|
5,800,000 |
|
|
|
5,784,618 |
(a)(b) |
| Total Kentucky |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,791,048 |
|
| Louisiana — 1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Port New Orleans, LA, Board of Commissioners Revenue, Series B, Refunding, AGM |
|
|
5.000 |
% |
|
|
4/1/43 |
|
|
|
2,000,000 |
|
|
|
2,042,836 |
(c) |
| St. John the Baptist Parish, LA, State Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Marathon Oil Corp. Project, Series A-3, Refunding |
|
|
2.200 |
% |
|
|
7/1/26 |
|
|
|
1,750,000 |
|
|
|
1,646,438 |
(a)(b) |
| Marathon Oil Corp. Project, Series B-2, Refunding |
|
|
2.375 |
% |
|
|
7/1/26 |
|
|
|
1,300,000 |
|
|
|
1,229,569 |
(a)(b) |
| Total Louisiana |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,918,843 |
|
| Maryland — 0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maryland EDC, Senior Student Housing Revenue, Morgan State University Project |
|
|
5.000 |
% |
|
|
7/1/50 |
|
|
|
1,150,000 |
|
|
|
1,171,918 |
|
| Maryland State Stadium Authority Built to Learn Revenue, Series 2021 |
|
|
4.000 |
% |
|
|
6/1/46 |
|
|
|
1,495,000 |
|
|
|
1,428,975 |
|
| Total Maryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,600,893 |
|
| Massachusetts —
3.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Massachusetts State DFA Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Boston Medical Center, Sustainability Bonds, Series G, Refunding |
|
|
5.250 |
% |
|
|
7/1/52 |
|
|
|
1,300,000 |
|
|
|
1,353,014 |
|
| Broad Institute Inc., Refunding |
|
|
5.000 |
% |
|
|
4/1/36 |
|
|
|
1,000,000 |
|
|
|
1,072,154 |
|
| Milford Regional Medical Center, Series F |
|
|
5.750 |
% |
|
|
7/15/43 |
|
|
|
500,000 |
|
|
|
500,113 |
|
| Northeastern University Issue, Refunding |
|
|
5.000 |
% |
|
|
10/1/44 |
|
|
|
2,000,000 |
|
|
|
2,217,614 |
|
| UMass Boston Student Housing Project |
|
|
5.000 |
% |
|
|
10/1/48 |
|
|
|
750,000 |
|
|
|
708,795 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
17 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Massachusetts —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Wellforce Issue, Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/44 |
|
|
$ |
500,000 |
|
|
$ |
484,457 |
|
| Massachusetts State Port Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bosfuel Project, Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/49 |
|
|
|
1,100,000 |
|
|
|
1,129,543 |
(c) |
| Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/36 |
|
|
|
1,700,000 |
|
|
|
1,804,813 |
(c) |
| Series E |
|
|
5.000 |
% |
|
|
7/1/46 |
|
|
|
5,480,000 |
|
|
|
5,714,840 |
(c) |
| Total Massachusetts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,985,343 |
|
| Michigan — 3.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Detroit, MI, Downtown Development Authority Revenue, Catalyst Development, Series A,
Refunding, AGM |
|
|
5.000 |
% |
|
|
7/1/48 |
|
|
|
1,000,000 |
|
|
|
1,003,023 |
|
| Great Lakes, MI, Water Authority Water Supply System Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Senior Lien, Series A |
|
|
5.000 |
% |
|
|
7/1/46 |
|
|
|
5,500,000 |
|
|
|
5,617,038 |
|
| Senior Lien, Series C, Refunding |
|
|
5.000 |
% |
|
|
7/1/35 |
|
|
|
500,000 |
|
|
|
524,286 |
|
| Kent County, MI, Gerald R. Ford International Airport, GO, Authority Revenue, County
Guaranty |
|
|
5.000 |
% |
|
|
1/1/46 |
|
|
|
1,000,000 |
|
|
|
1,052,361 |
(c) |
| Michigan State Finance Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Facilities Program, Series 1-A, Refunding |
|
|
5.250 |
% |
|
|
10/15/47 |
|
|
|
650,000 |
|
|
|
653,952 |
|
| Local Government Loan Program, Detroit, MI, Water & Sewer Department, Second Lien
Local Project, Series C, Refunding |
|
|
5.000 |
% |
|
|
7/1/33 |
|
|
|
625,000 |
|
|
|
639,463 |
|
| Local Government Loan Program, Detroit, MI, Water & Sewer Department, Series C-6,
Refunding |
|
|
5.000 |
% |
|
|
7/1/33 |
|
|
|
1,160,000 |
|
|
|
1,173,140 |
|
| Local Government Loan Program, Detroit, MI, Water & Sewer Department, Series D-2,
Refunding |
|
|
5.000 |
% |
|
|
7/1/34 |
|
|
|
250,000 |
|
|
|
255,383 |
|
| Tobacco Settlement Asset Backed Senior Bonds, Series B-1, Refunding |
|
|
5.000 |
% |
|
|
6/1/49 |
|
|
|
325,000 |
|
|
|
330,279 |
|
| Michigan State Hospital Finance Authority Revenue, Ascension Health Senior Credit Group,
Series 2010F-4, Refunding |
|
|
5.000 |
% |
|
|
11/15/47 |
|
|
|
3,000,000 |
|
|
|
3,099,786 |
|
| Michigan State Strategic Fund Limited Obligation Revenue, I-75 Improvement
Project |
|
|
5.000 |
% |
|
|
12/31/43 |
|
|
|
1,400,000 |
|
|
|
1,401,273 |
(c) |
| Total Michigan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,749,984 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 18 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Missouri — 0.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Missouri State HEFA Revenue, Senior Living Facilities, Lutheran Senior Services,
Refunding |
|
|
5.000 |
% |
|
|
2/1/44 |
|
|
$ |
2,710,000 |
|
|
$ |
2,493,511 |
|
| St. Louis County, MO, IDA, Senior Living Facilities Revenue, Friendship Village, St. Louis
Obligated Group, Series A |
|
|
5.000 |
% |
|
|
9/1/38 |
|
|
|
1,250,000 |
|
|
|
1,135,439 |
|
| Total Missouri |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,628,950 |
|
| Nebraska — 0.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Omaha Public Power District, NE, Electric System Revenue, Series B, Refunding |
|
|
4.000 |
% |
|
|
2/1/46 |
|
|
|
1,500,000 |
|
|
|
1,455,474 |
|
| New Jersey — 7.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| New Jersey Institute of Technology, GO, Series A |
|
|
5.000 |
% |
|
|
7/1/45 |
|
|
|
750,000 |
|
|
|
761,799 |
|
| New Jersey State EDA Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Private Activity-The Goethals Bridge Replacement Project, AGM |
|
|
5.125 |
% |
|
|
7/1/42 |
|
|
|
2,500,000 |
|
|
|
2,508,051 |
(c) |
| Special Facility, Port Newark Container Terminal LLC Project, Refunding |
|
|
5.000 |
% |
|
|
10/1/37 |
|
|
|
650,000 |
|
|
|
658,789 |
(c) |
| Transit Transportation Project, Series A |
|
|
5.000 |
% |
|
|
11/1/32 |
|
|
|
1,000,000 |
|
|
|
1,093,417 |
|
| New Jersey State EDA, Lease Revenue, State House Project, Series B |
|
|
5.000 |
% |
|
|
6/15/43 |
|
|
|
4,000,000 |
|
|
|
4,148,487 |
|
| New Jersey State EDA, Special Facility Revenue, Continental Airlines Inc. Project |
|
|
5.250 |
% |
|
|
9/15/29 |
|
|
|
3,000,000 |
|
|
|
3,007,806 |
(c) |
| New Jersey State Health Care Facilities Financing Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hackensack Meridian Health, Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/38 |
|
|
|
400,000 |
|
|
|
419,837 |
|
| RWJ Barnabas Health Obligation Group, Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/43 |
|
|
|
1,200,000 |
|
|
|
1,230,907 |
|
| New Jersey State Transportation Trust Fund Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transportation Program, Series AA |
|
|
5.250 |
% |
|
|
6/15/43 |
|
|
|
1,500,000 |
|
|
|
1,574,013 |
|
| Transportation Program, Series AA |
|
|
5.000 |
% |
|
|
6/15/50 |
|
|
|
5,520,000 |
|
|
|
5,756,915 |
|
| Transportation Program, Series AA, Refunding |
|
|
5.000 |
% |
|
|
6/15/38 |
|
|
|
3,000,000 |
|
|
|
3,235,848 |
(f) |
| Transportation Program, Series BB |
|
|
4.000 |
% |
|
|
6/15/36 |
|
|
|
2,250,000 |
|
|
|
2,258,040 |
|
| Transportation Program, Series BB |
|
|
5.000 |
% |
|
|
6/15/44 |
|
|
|
2,000,000 |
|
|
|
2,070,767 |
|
| Transportation System, Series A, Refunding |
|
|
5.000 |
% |
|
|
12/15/25 |
|
|
|
1,885,000 |
|
|
|
1,956,652 |
|
| Transportation System, Series A, Refunding |
|
|
4.250 |
% |
|
|
6/15/40 |
|
|
|
750,000 |
|
|
|
742,429 |
(f) |
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
19 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| New Jersey —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| New Jersey State Turnpike Authority Revenue, Series G, Refunding |
|
|
5.000 |
% |
|
|
1/1/35 |
|
|
$ |
2,675,000 |
|
|
$ |
2,891,150 |
|
| Tobacco Settlement Financing Corp., NJ, Revenue, Series A, Refunding |
|
|
5.250 |
% |
|
|
6/1/46 |
|
|
|
600,000 |
|
|
|
624,375 |
|
| Total New Jersey |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,939,282 |
|
| New York — 19.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Brookhaven, NY, Local Development Corp. Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Long Island Community Hospital Project, Series A |
|
|
5.000 |
% |
|
|
10/1/31 |
|
|
|
1,280,000 |
|
|
|
1,387,418 |
|
| Long Island Community Hospital Project, Series A |
|
|
4.000 |
% |
|
|
10/1/45 |
|
|
|
1,250,000 |
|
|
|
1,159,218 |
|
| MTA, NY, Dedicated Tax Fund Revenue, Green Bonds, Subseries A-2 |
|
|
5.000 |
% |
|
|
11/15/47 |
|
|
|
1,500,000 |
|
|
|
1,564,681 |
|
| MTA, NY, Transportation Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Green Bonds, Series C-1, Refunding |
|
|
4.000 |
% |
|
|
11/15/37 |
|
|
|
500,000 |
|
|
|
486,309 |
|
| Green Bonds, Series E, Refunding |
|
|
5.000 |
% |
|
|
11/15/30 |
|
|
|
1,500,000 |
|
|
|
1,613,831 |
|
| Green Bonds, Series E, Refunding |
|
|
4.000 |
% |
|
|
11/15/45 |
|
|
|
1,250,000 |
|
|
|
1,159,362 |
|
| Series A-2 |
|
|
5.000 |
% |
|
|
5/15/30 |
|
|
|
1,800,000 |
|
|
|
1,930,074 |
(a)(b) |
| Series C-1 |
|
|
5.000 |
% |
|
|
11/15/33 |
|
|
|
350,000 |
|
|
|
361,228 |
|
| New York City, NY, GO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subseries A-1 |
|
|
5.000 |
% |
|
|
8/1/47 |
|
|
|
2,070,000 |
|
|
|
2,220,554 |
|
| Subseries F-1 |
|
|
5.000 |
% |
|
|
3/1/39 |
|
|
|
2,000,000 |
|
|
|
2,188,277 |
|
| New York City, NY, Industrial Development Agency Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Yankee Stadium Project, Refunding |
|
|
4.000 |
% |
|
|
3/1/45 |
|
|
|
500,000 |
|
|
|
455,530 |
|
| Yankee Stadium Project, Refunding, AGM |
|
|
4.000 |
% |
|
|
3/1/45 |
|
|
|
750,000 |
|
|
|
705,278 |
|
| New York City, NY, Municipal Water Finance Authority, Water & Sewer System
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Second General Resolution Fiscal 2013, Unrefunded |
|
|
5.000 |
% |
|
|
6/15/47 |
|
|
|
2,650,000 |
|
|
|
2,651,457 |
|
| Second General Resolution Fiscal 2022, Series AA, Subseries AA-1 |
|
|
4.000 |
% |
|
|
6/15/51 |
|
|
|
4,500,000 |
|
|
|
4,379,784 |
|
| Second General Resolution, Series CC |
|
|
5.000 |
% |
|
|
6/15/48 |
|
|
|
600,000 |
|
|
|
630,117 |
|
| Second General Resolution, Series CC-1, Refunding |
|
|
5.000 |
% |
|
|
6/15/46 |
|
|
|
1,000,000 |
|
|
|
1,030,959 |
|
| New York City, NY, TFA Future Tax Secured Revenue, Subseries F-1 |
|
|
5.000 |
% |
|
|
5/1/42 |
|
|
|
3,000,000 |
|
|
|
3,177,878 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 20 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| New York —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| New York State Dormitory Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-State Supported Debt, Memorial Sloan-Kettering Cancer Center,
Series B-1 |
|
|
4.000 |
% |
|
|
7/1/51 |
|
|
$ |
2,000,000 |
|
|
$ |
1,864,887 |
|
| Non-State Supported Debt, School District, Series A, AGM |
|
|
5.000 |
% |
|
|
10/1/29 |
|
|
|
5,000 |
|
|
|
5,536 |
(g) |
| Series B, Refunding |
|
|
5.000 |
% |
|
|
2/15/43 |
|
|
|
5,000 |
|
|
|
5,449 |
(g) |
| New York State Dormitory Authority, Income Tax Revenue, Series B, Refunding |
|
|
5.000 |
% |
|
|
2/15/41 |
|
|
|
2,995,000 |
|
|
|
3,170,386 |
|
| New York State Dormitory Authority, Sales Tax Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bidding Group 4, Series A, Refunding |
|
|
5.000 |
% |
|
|
3/15/45 |
|
|
|
1,000,000 |
|
|
|
1,056,561 |
|
| Bidding Group 4, Series E, Refunding |
|
|
5.000 |
% |
|
|
3/15/44 |
|
|
|
2,000,000 |
|
|
|
2,127,134 |
|
| New York State Dormitory Authority, State Personal Income Tax Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bidding Group 4, Series A, Refunding |
|
|
5.000 |
% |
|
|
3/15/45 |
|
|
|
3,250,000 |
|
|
|
3,440,576 |
|
| Bidding Group 4, Series A, Refunding |
|
|
4.000 |
% |
|
|
3/15/46 |
|
|
|
7,240,000 |
|
|
|
7,096,898 |
|
| New York State Liberty Development Corp., Liberty Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3 World Trade Center Project, Class 1, Refunding |
|
|
5.000 |
% |
|
|
11/15/44 |
|
|
|
1,750,000 |
|
|
|
1,718,333 |
(d) |
| 7 World Trade Center Project, Class 2, Refunding |
|
|
3.250 |
% |
|
|
9/15/52 |
|
|
|
3,800,000 |
|
|
|
2,968,438 |
|
| New York State Liberty Development Corp., Revenue, Goldman Sachs Headquarters |
|
|
5.500 |
% |
|
|
10/1/37 |
|
|
|
1,485,000 |
|
|
|
1,676,531 |
|
| New York State Thruway Authority General Revenue, Junior Indebtedness Obligations, Junior
Lien, Series B |
|
|
4.000 |
% |
|
|
1/1/45 |
|
|
|
3,000,000 |
|
|
|
2,891,308 |
|
| New York State Transportation Development Corp., Special Facilities Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Delta Air Lines Inc., LaGuardia Airport Terminals C and D Redevelopment Project |
|
|
5.000 |
% |
|
|
1/1/33 |
|
|
|
1,750,000 |
|
|
|
1,804,704 |
(c) |
| Delta Air Lines Inc., LaGuardia Airport Terminals C and D Redevelopment Project |
|
|
4.375 |
% |
|
|
10/1/45 |
|
|
|
1,500,000 |
|
|
|
1,423,003 |
(c) |
| John F. Kennedy International Airport Terminal 4 Project, Series C, Refunding |
|
|
4.000 |
% |
|
|
12/1/41 |
|
|
|
2,160,000 |
|
|
|
2,051,798 |
|
| LaGuardia Airport Terminal B Redevelopment Project, Series A |
|
|
5.000 |
% |
|
|
7/1/41 |
|
|
|
1,250,000 |
|
|
|
1,242,805 |
(c) |
| LaGuardia Airport Terminal B Redevelopment Project, Series A |
|
|
5.000 |
% |
|
|
7/1/46 |
|
|
|
9,250,000 |
|
|
|
9,009,392 |
(c) |
| New York State Urban Development Corp. Revenue, State Personal Income Tax, Series
C |
|
|
4.000 |
% |
|
|
3/15/45 |
|
|
|
2,500,000 |
|
|
|
2,443,496 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
21 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| New York —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Port Authority of New York & New Jersey Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidated Series 194, Refunding |
|
|
5.000 |
% |
|
|
10/15/41 |
|
|
$ |
6,400,000 |
|
|
$ |
6,584,328 |
|
| Consolidated Series 221 |
|
|
4.000 |
% |
|
|
7/15/50 |
|
|
|
2,600,000 |
|
|
|
2,441,534 |
(c) |
| Consolidated Series 221 |
|
|
4.000 |
% |
|
|
7/15/55 |
|
|
|
1,000,000 |
|
|
|
916,853 |
(c) |
| Triborough Bridge & Tunnel Authority, NY, Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| General-MTA Bridges & Tunnels, Series A |
|
|
5.000 |
% |
|
|
11/15/49 |
|
|
|
1,250,000 |
|
|
|
1,320,376 |
|
| General-MTA Bridges & Tunnels, Series A |
|
|
5.000 |
% |
|
|
11/15/49 |
|
|
|
6,900,000 |
|
|
|
7,359,229 |
|
| General-MTA Bridges & Tunnels, Series A |
|
|
4.000 |
% |
|
|
11/15/56 |
|
|
|
1,250,000 |
|
|
|
1,169,306 |
|
| Senior Lien-MTA Bridges & Tunnels, Series C-1A |
|
|
5.000 |
% |
|
|
5/15/51 |
|
|
|
4,950,000 |
|
|
|
5,312,150 |
|
| Total New York |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,202,966 |
|
| North Carolina —
1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Charlotte, NC, Airport Revenue, Charlotte Douglas International Airport, Series A,
Refunding |
|
|
5.000 |
% |
|
|
7/1/49 |
|
|
|
1,750,000 |
|
|
|
1,840,713 |
|
| Charlotte, NC, Lease Revenue, COP, Convention Facility Project, Series A,
Refunding |
|
|
4.000 |
% |
|
|
6/1/49 |
|
|
|
750,000 |
|
|
|
733,416 |
|
| North Carolina State Medical Care Commission, Retirement Facilities Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Forest at Duke Project |
|
|
4.000 |
% |
|
|
9/1/41 |
|
|
|
500,000 |
|
|
|
421,944 |
|
| The Forest at Duke Project |
|
|
4.000 |
% |
|
|
9/1/46 |
|
|
|
715,000 |
|
|
|
575,190 |
|
| The Forest at Duke Project |
|
|
4.000 |
% |
|
|
9/1/51 |
|
|
|
1,000,000 |
|
|
|
775,423 |
|
| North Carolina State Turnpike Authority, Monroe Expressway Toll Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/47 |
|
|
|
750,000 |
|
|
|
758,747 |
|
| Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/51 |
|
|
|
1,500,000 |
|
|
|
1,515,181 |
|
| Total North Carolina |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,620,614 |
|
| North Dakota — 0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grand Forks, ND, Health Care System Revenue, Altru Health System, Refunding, AGM |
|
|
3.000 |
% |
|
|
12/1/46 |
|
|
|
2,700,000 |
|
|
|
2,022,205 |
|
| Ohio — 1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Buckeye, OH, Tobacco Settlement Financing Authority Revenue, Senior Bonds, Series B-2,
Refunding |
|
|
5.000 |
% |
|
|
6/1/55 |
|
|
|
2,400,000 |
|
|
|
2,223,617 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 22 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Ohio — continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ohio State Air Quality Development Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| American Electric Co. Project, Series B, Refunding |
|
|
2.500 |
% |
|
|
10/1/29 |
|
|
$ |
1,500,000 |
|
|
$ |
1,296,666 |
(a)(b)(c) |
| AMG Vanadium Project, Series 2019 |
|
|
5.000 |
% |
|
|
7/1/49 |
|
|
|
600,000 |
|
|
|
542,548 |
(c) |
| Duke Energy Corp. Project, Series B, Refunding |
|
|
4.250 |
% |
|
|
6/1/27 |
|
|
|
1,000,000 |
|
|
|
988,707 |
(a)(b)(c) |
| Total Ohio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,051,538 |
|
| Oklahoma — 0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Oklahoma State Municipal Power Authority Revenue, Series A, Refunding, AGM |
|
|
4.000 |
% |
|
|
1/1/47 |
|
|
|
2,000,000 |
|
|
|
1,935,413 |
|
| Oregon — 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Oregon State Facilities Authority Revenue, Legacy Health Project, Series A,
Refunding |
|
|
5.000 |
% |
|
|
6/1/46 |
|
|
|
2,000,000 |
|
|
|
2,032,542 |
|
| Port of Portland, OR, Airport Revenue, Portland International Airport, Series C,
Refunding |
|
|
5.000 |
% |
|
|
7/1/24 |
|
|
|
1,000,000 |
|
|
|
1,011,433 |
(c) |
| Total Oregon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,043,975 |
|
| Pennsylvania — 6.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bucks County, PA, Water and Sewer Authority, Sewer System Revenue, Series A, AGM |
|
|
4.250 |
% |
|
|
12/1/47 |
|
|
|
750,000 |
|
|
|
744,885 |
|
| Commonwealth Financing Authority, PA, Tobacco Master Settlement Payment Revenue
Bonds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2018 |
|
|
5.000 |
% |
|
|
6/1/32 |
|
|
|
250,000 |
|
|
|
267,731 |
|
| Series 2018 |
|
|
5.000 |
% |
|
|
6/1/33 |
|
|
|
500,000 |
|
|
|
534,945 |
|
| Cumberland County, PA, Municipal Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diakon Lutheran Social Ministries, Refunding |
|
|
5.000 |
% |
|
|
1/1/30 |
|
|
|
375,000 |
|
|
|
384,565 |
(g) |
| Diakon Lutheran Social Ministries, Refunding |
|
|
5.000 |
% |
|
|
1/1/30 |
|
|
|
1,145,000 |
|
|
|
1,151,862 |
|
| Lancaster County, PA, Convention Center Authority Revenue, Hotel Room Rental Tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series B, Refunding |
|
|
4.750 |
% |
|
|
5/1/53 |
|
|
|
1,000,000 |
|
|
|
1,006,550 |
|
| Series B, Refunding |
|
|
4.750 |
% |
|
|
5/1/57 |
|
|
|
2,500,000 |
|
|
|
2,516,374 |
|
| Lancaster County, PA, Hospital Authority Revenue, Penn State Health, Series 2021 |
|
|
5.000 |
% |
|
|
11/1/46 |
|
|
|
2,750,000 |
|
|
|
2,845,209 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
23 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Pennsylvania —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pennsylvania State Economic Development Financing Authority Revenue, Tax-Exempt Private
Activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Penndot Major Bridges Package One Project |
|
|
5.750 |
% |
|
|
6/30/48 |
|
|
$ |
2,000,000 |
|
|
$ |
2,181,367 |
(c) |
| The Penndot Major Bridges Package One Project |
|
|
5.250 |
% |
|
|
6/30/53 |
|
|
|
5,100,000 |
|
|
|
5,231,046 |
(c) |
| Pennsylvania State Higher EFA Revenue, Trustees of University of Pennsylvania, Series
A |
|
|
5.000 |
% |
|
|
2/15/48 |
|
|
|
1,250,000 |
|
|
|
1,315,030 |
|
| Pennsylvania State Turnpike Commission Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A-2, Refunding |
|
|
5.000 |
% |
|
|
12/1/48 |
|
|
|
1,000,000 |
|
|
|
1,036,881 |
|
| Series B |
|
|
5.000 |
% |
|
|
12/1/45 |
|
|
|
1,500,000 |
|
|
|
1,586,539 |
|
| Series B, Refunding |
|
|
5.250 |
% |
|
|
12/1/47 |
|
|
|
1,200,000 |
|
|
|
1,304,865 |
|
| Series C, Refunding |
|
|
4.000 |
% |
|
|
12/1/51 |
|
|
|
2,000,000 |
|
|
|
1,900,239 |
|
| Subordinated, Series B |
|
|
5.000 |
% |
|
|
12/1/48 |
|
|
|
2,900,000 |
|
|
|
3,018,493 |
|
| Philadelphia, PA, Authority for IDR, Lease Revenue, Refunding |
|
|
5.000 |
% |
|
|
10/1/30 |
|
|
|
1,200,000 |
|
|
|
1,353,432 |
|
| Philadelphia, PA, SD, GO, Series A, State Aid Withholding |
|
|
5.000 |
% |
|
|
9/1/33 |
|
|
|
1,755,000 |
|
|
|
1,800,782 |
|
| State Public School Building Authority, PA, Lease Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Philadelphia SD Project, Series A, Refunding, AGM, State Aid Withholding |
|
|
5.000 |
% |
|
|
6/1/31 |
|
|
|
600,000 |
|
|
|
630,241 |
|
| Philadelphia SD Project, Series A, Refunding, AGM, State Aid Withholding |
|
|
5.000 |
% |
|
|
6/1/33 |
|
|
|
1,780,000 |
|
|
|
1,863,141 |
|
| Total Pennsylvania |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,674,177 |
|
| Puerto Rico — 6.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Puerto Rico Commonwealth Aqueduct & Sewer Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Senior Lien, Series A, Refunding |
|
|
5.000 |
% |
|
|
7/1/47 |
|
|
|
3,700,000 |
|
|
|
3,564,442 |
(d) |
| Series B, Refunding |
|
|
5.000 |
% |
|
|
7/1/33 |
|
|
|
1,340,000 |
|
|
|
1,351,468 |
(d) |
| Puerto Rico Commonwealth Highway & Transportation Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CAB, Restructured, Series B |
|
|
0.000 |
% |
|
|
7/1/32 |
|
|
|
338,000 |
|
|
|
215,320 |
|
| Restructured, Series A |
|
|
5.000 |
% |
|
|
7/1/62 |
|
|
|
375,000 |
|
|
|
360,469 |
|
| Puerto Rico Commonwealth, GO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CAB, Restructured, Series A-1 |
|
|
0.000 |
% |
|
|
7/1/24 |
|
|
|
15,634 |
|
|
|
14,905 |
|
| CAB, Restructured, Series A-1 |
|
|
0.000 |
% |
|
|
7/1/33 |
|
|
|
60,471 |
|
|
|
35,525 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 24 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Puerto Rico —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restructured, Series A-1 |
|
|
5.250 |
% |
|
|
7/1/23 |
|
|
$ |
26,240 |
|
|
$ |
26,267 |
|
| Restructured, Series A-1 |
|
|
5.375 |
% |
|
|
7/1/25 |
|
|
|
52,334 |
|
|
|
53,472 |
|
| Restructured, Series A-1 |
|
|
5.625 |
% |
|
|
7/1/27 |
|
|
|
51,860 |
|
|
|
54,266 |
|
| Restructured, Series A-1 |
|
|
5.625 |
% |
|
|
7/1/29 |
|
|
|
51,018 |
|
|
|
54,123 |
|
| Restructured, Series A-1 |
|
|
5.750 |
% |
|
|
7/1/31 |
|
|
|
49,554 |
|
|
|
53,466 |
|
| Restructured, Series A-1 |
|
|
4.000 |
% |
|
|
7/1/33 |
|
|
|
46,990 |
|
|
|
43,233 |
|
| Restructured, Series A-1 |
|
|
4.000 |
% |
|
|
7/1/35 |
|
|
|
992,237 |
|
|
|
888,857 |
|
| Restructured, Series A-1 |
|
|
4.000 |
% |
|
|
7/1/37 |
|
|
|
3,125,000 |
|
|
|
2,719,716 |
|
| Restructured, Series A-1 |
|
|
4.000 |
% |
|
|
7/1/41 |
|
|
|
489,287 |
|
|
|
409,824 |
|
| Restructured, Series A-1 |
|
|
4.000 |
% |
|
|
7/1/46 |
|
|
|
51,258 |
|
|
|
41,445 |
|
| Subseries CW |
|
|
0.000 |
% |
|
|
11/1/43 |
|
|
|
221,913 |
|
|
|
108,460 |
(b) |
| Puerto Rico Electric Power Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A |
|
|
5.000 |
% |
|
|
7/1/42 |
|
|
|
2,230,000 |
|
|
|
1,600,025 |
*(h) |
| Series A |
|
|
5.050 |
% |
|
|
7/1/42 |
|
|
|
350,000 |
|
|
|
251,125 |
*(h) |
| Series XX |
|
|
5.250 |
% |
|
|
7/1/40 |
|
|
|
3,495,000 |
|
|
|
2,507,663 |
*(h) |
| Series ZZ, Refunding |
|
|
— |
|
|
|
7/1/18 |
|
|
|
1,250,000 |
|
|
|
878,125 |
*(i) |
| Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CAB, Restructured, Series A-1 |
|
|
0.000 |
% |
|
|
7/1/27 |
|
|
|
960,000 |
|
|
|
808,295 |
|
| CAB, Restructured, Series A-1 |
|
|
0.000 |
% |
|
|
7/1/46 |
|
|
|
6,030,000 |
|
|
|
1,629,600 |
|
| Restructured, Series A-1 |
|
|
4.550 |
% |
|
|
7/1/40 |
|
|
|
230,000 |
|
|
|
219,468 |
|
| Restructured, Series A-1 |
|
|
4.750 |
% |
|
|
7/1/53 |
|
|
|
400,000 |
|
|
|
370,904 |
|
| Restructured, Series A-1 |
|
|
5.000 |
% |
|
|
7/1/58 |
|
|
|
3,600,000 |
|
|
|
3,448,611 |
|
| Restructured, Series A-2 |
|
|
4.329 |
% |
|
|
7/1/40 |
|
|
|
6,380,000 |
|
|
|
5,926,577 |
|
| Restructured, Series A-2A |
|
|
4.550 |
% |
|
|
7/1/40 |
|
|
|
3,550,000 |
|
|
|
3,387,438 |
|
| Total Puerto Rico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,023,089 |
|
| South Carolina —
0.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| South Carolina State Jobs-EDA Hospital Facilities Revenue, Bon Secours Mercy Health Inc.,
Series A, Refunding |
|
|
4.000 |
% |
|
|
12/1/44 |
|
|
|
2,000,000 |
|
|
|
1,904,196 |
|
| South Carolina State Ports Authority Revenue, Series 2018 |
|
|
5.000 |
% |
|
|
7/1/48 |
|
|
|
1,750,000 |
|
|
|
1,796,413 |
(c) |
| Total South Carolina |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,700,609 |
|
| South Dakota — 0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| South Dakota State HEFA Revenue, Regional Health |
|
|
5.000 |
% |
|
|
9/1/40 |
|
|
|
500,000 |
|
|
|
511,195 |
|
| Tennessee — 2.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Clarksville, TN, Water, Sewer & Gas Revenue, Series A |
|
|
4.000 |
% |
|
|
2/1/51 |
|
|
|
2,500,000 |
|
|
|
2,386,133 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
25 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Tennessee —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Knox County, TN, Health, Educational & Housing Facility Board Revenue, University
Health System Inc., Series A |
|
|
5.000 |
% |
|
|
9/1/40 |
|
|
$ |
1,200,000 |
|
|
$ |
1,201,547 |
|
| Metropolitan Government of Nashville & Davidson County, TN, Water &
Sewer Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subordinated, Green Bonds, Series A |
|
|
5.000 |
% |
|
|
7/1/42 |
|
|
|
500,000 |
|
|
|
524,212 |
|
| Subordinated, Series B, Refunding |
|
|
5.000 |
% |
|
|
7/1/46 |
|
|
|
1,000,000 |
|
|
|
1,043,995 |
|
| Tennessee State Energy Acquisition Corp., Natural Gas Revenue, Series 2018 |
|
|
4.000 |
% |
|
|
11/1/25 |
|
|
|
6,500,000 |
|
|
|
6,473,257 |
(a)(b) |
| Total Tennessee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,629,144 |
|
| Texas — 6.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arlington, TX, Special Tax Revenue, Senior Lien, Series A, AGM |
|
|
5.000 |
% |
|
|
2/15/48 |
|
|
|
1,250,000 |
|
|
|
1,298,642 |
|
| Austin, TX, Airport System Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2022 |
|
|
5.000 |
% |
|
|
11/15/52 |
|
|
|
1,500,000 |
|
|
|
1,554,152 |
(c) |
| Series B |
|
|
5.000 |
% |
|
|
11/15/39 |
|
|
|
2,520,000 |
|
|
|
2,639,232 |
(c) |
| Central Texas Regional Mobility Authority Revenue, Senior Lien, Series B |
|
|
4.000 |
% |
|
|
1/1/51 |
|
|
|
3,300,000 |
|
|
|
3,015,242 |
|
| Forney, TX, ISD, GO, Unlimited Tax School Building Bonds, Series 2019, PSF - GTD |
|
|
5.000 |
% |
|
|
2/15/49 |
|
|
|
500,000 |
|
|
|
518,770 |
|
| Grand Parkway Transportation Corp., TX, System Toll Revenue, Convertible CAB, Step bond,
Series A, B and C (0.000% to 10/1/23 then 5.500%) |
|
|
0.000 |
% |
|
|
10/1/36 |
|
|
|
4,000,000 |
|
|
|
4,299,359 |
|
| Harris County, TX, Cultural Education Facilities Finance Corp., Hospital Revenue, Texas
Children’s Hospital, Series B, Refunding |
|
|
5.000 |
% |
|
|
10/1/31 |
|
|
|
1,250,000 |
|
|
|
1,420,930 |
(a)(b) |
| Hays, TX, ISD, GO, Unlimited Tax School Building Bonds, PSF - GTD |
|
|
4.000 |
% |
|
|
2/15/47 |
|
|
|
1,250,000 |
|
|
|
1,216,210 |
|
| Houston, TX, Airport System Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series B-1 |
|
|
5.000 |
% |
|
|
7/15/30 |
|
|
|
5,500,000 |
|
|
|
5,521,957 |
(c) |
| Special Facilities, United Airlines Inc., Terminal Improvement Project, Series
B-1 |
|
|
4.000 |
% |
|
|
7/15/41 |
|
|
|
1,500,000 |
|
|
|
1,309,460 |
(c) |
| Subordinated Lien, Series A, Refunding |
|
|
4.000 |
% |
|
|
7/1/40 |
|
|
|
2,000,000 |
|
|
|
1,915,182 |
(c) |
| Houston, TX, Combined Utility System Revenue, First Lien, Series D, Refunding |
|
|
5.000 |
% |
|
|
11/15/44 |
|
|
|
1,000,000 |
|
|
|
1,006,128 |
|
| Love Field, TX, Airport Modernization Corp., General Airport Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2017 |
|
|
5.000 |
% |
|
|
11/1/33 |
|
|
|
120,000 |
|
|
|
123,931 |
(c) |
| Series 2017 |
|
|
5.000 |
% |
|
|
11/1/36 |
|
|
|
120,000 |
|
|
|
122,817 |
(c) |
See Notes to Financial
Statements.
|
|
|
|
|
| 26 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Texas — continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| New Hope Cultural Education Facilities Finance Corp., TX, Student Housing Revenue,
Collegiate Housing College Station, AGM |
|
|
5.000 |
% |
|
|
4/1/46 |
|
|
$ |
750,000 |
|
|
$ |
752,282 |
|
| Newark, TX, Higher Education Finance Corp., Education Revenue, TLC Academy, Series
A |
|
|
4.000 |
% |
|
|
8/15/51 |
|
|
|
1,000,000 |
|
|
|
746,999 |
|
| North Texas Tollway Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A, Refunding |
|
|
5.000 |
% |
|
|
1/1/39 |
|
|
|
825,000 |
|
|
|
846,923 |
|
| Series B, Refunding |
|
|
5.000 |
% |
|
|
1/1/45 |
|
|
|
2,105,000 |
|
|
|
2,137,882 |
|
| Port Beaumont, TX, Navigation District Dock and Wharf Facility Revenue, Jefferson Gulf
Coast Energy Project, Series A |
|
|
3.000 |
% |
|
|
1/1/50 |
|
|
|
400,000 |
|
|
|
231,451 |
(c)(d) |
| Tarrant County, TX, Cultural Education Facilities Finance Corp., Hospital Revenue,
Methodist Hospitals of Dallas |
|
|
4.000 |
% |
|
|
10/1/42 |
|
|
|
1,750,000 |
|
|
|
1,695,003 |
|
| Texas State Private Activity Bond Surface Transportation Corp. Revenue, Senior Lien,
Blueridge Transportation Group LLC |
|
|
5.000 |
% |
|
|
12/31/45 |
|
|
|
1,600,000 |
|
|
|
1,587,442 |
(c) |
| Woodloch, TX, Health Facilities Development Corp., Senior Housing Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inspired Living at Lewisville Project, Series A-1 |
|
|
6.750 |
% |
|
|
12/1/51 |
|
|
|
500,000 |
|
|
|
365,000 |
*(d)(h) |
| Subordinated, Inspired Living at Lewisville Project, Series B |
|
|
10.000 |
% |
|
|
12/1/51 |
|
|
|
150,000 |
|
|
|
7,500 |
*(h) |
| Total Texas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,332,494 |
|
| Utah — 1.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salt Lake City, UT, Airport Revenue, Salt Lake City International Airport,
Series
A |
|
|
5.000 |
% |
|
|
7/1/43 |
|
|
|
5,250,000 |
|
|
|
5,386,956 |
(c) |
| Utah State Charter School Finance Authority, Charter School Revenue, Syracuse Arts Academy
Project, UT CSCE |
|
|
5.000 |
% |
|
|
4/15/47 |
|
|
|
1,000,000 |
|
|
|
1,010,093 |
|
| Utah State Infrastructure Agency, Telecommunications Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2019 |
|
|
4.000 |
% |
|
|
10/15/39 |
|
|
|
1,000,000 |
|
|
|
847,502 |
|
| Series 2021 |
|
|
4.000 |
% |
|
|
10/15/38 |
|
|
|
500,000 |
|
|
|
430,361 |
|
| Total Utah |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,674,912 |
|
| Virginia — 1.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arlington County, VA, IDA, Hospital Revenue, Virginia Hospital Center, Refunding |
|
|
5.000 |
% |
|
|
7/1/35 |
|
|
|
700,000 |
|
|
|
765,920 |
|
| Virginia State Port Authority, Port Facilities Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series B, Refunding |
|
|
5.000 |
% |
|
|
7/1/41 |
|
|
|
1,100,000 |
|
|
|
1,115,030 |
(c) |
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
27 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Virginia —
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series B, Refunding |
|
|
5.000 |
% |
|
|
7/1/45 |
|
|
$ |
1,500,000 |
|
|
$ |
1,516,634 |
(c) |
| Virginia State Small Business Financing Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| National Senior Campuses, Inc., Series A, Refunding |
|
|
5.000 |
% |
|
|
1/1/32 |
|
|
|
500,000 |
|
|
|
533,824 |
|
| National Senior Campuses, Inc., Series A, Refunding |
|
|
5.000 |
% |
|
|
1/1/34 |
|
|
|
300,000 |
|
|
|
320,123 |
|
| Senior Lien, 95 Express Lanes LLC Project, Refunding |
|
|
5.000 |
% |
|
|
7/1/35 |
|
|
|
3,000,000 |
|
|
|
3,167,534 |
(c) |
| Senior Lien, 95 Express Lanes LLC Project, Refunding |
|
|
5.000 |
% |
|
|
1/1/37 |
|
|
|
1,000,000 |
|
|
|
1,035,002 |
(c) |
| Senior Lien, I-495 HOT Lanes Project, Refunding |
|
|
5.000 |
% |
|
|
12/31/47 |
|
|
|
1,250,000 |
|
|
|
1,267,210 |
(c) |
| Total Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,721,277 |
|
| Washington — 1.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Port of Seattle, WA, Intermediate Lien Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series 2019 |
|
|
4.000 |
% |
|
|
4/1/44 |
|
|
|
750,000 |
|
|
|
679,694 |
(c) |
| Series 2019 |
|
|
5.000 |
% |
|
|
4/1/44 |
|
|
|
1,500,000 |
|
|
|
1,557,858 |
(c) |
| Series 2022, Refunding |
|
|
5.000 |
% |
|
|
8/1/41 |
|
|
|
2,500,000 |
|
|
|
2,650,972 |
(c) |
| Series C |
|
|
5.000 |
% |
|
|
5/1/42 |
|
|
|
1,500,000 |
|
|
|
1,523,816 |
(c) |
| Washington State Health Care Facilities Authority Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Seattle Cancer Care Alliance, Refunding |
|
|
5.000 |
% |
|
|
12/1/33 |
|
|
|
245,000 |
|
|
|
267,073 |
|
| Seattle Cancer Care Alliance, Refunding |
|
|
4.000 |
% |
|
|
12/1/45 |
|
|
|
1,200,000 |
|
|
|
1,109,512 |
|
| Seattle Cancer Care Alliance, Refunding |
|
|
5.000 |
% |
|
|
9/1/50 |
|
|
|
1,500,000 |
|
|
|
1,559,362 |
|
| Total Washington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,348,287 |
|
| Wisconsin — 1.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mount Pleasant, WI, Tax Increment Revenue, Series A |
|
|
5.000 |
% |
|
|
4/1/48 |
|
|
|
2,500,000 |
|
|
|
2,556,759 |
|
| Public Finance Authority, WI, Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Carmelite System Inc., Obligated Group, Series 2020, Refunding |
|
|
5.000 |
% |
|
|
1/1/40 |
|
|
|
500,000 |
|
|
|
484,637 |
|
| Cone Health, Series A |
|
|
5.000 |
% |
|
|
10/1/52 |
|
|
|
1,500,000 |
|
|
|
1,551,220 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 28 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
Maturity
Date |
|
|
Face
Amount |
|
|
Value |
|
| Wisconsin —
continued |
|
|
|
|
|
| Public Finance Authority, WI, Student Housing Revenue, University of Hawai’i
Foundation Project, Green Bonds, Series A-1 |
|
|
4.000 |
% |
|
|
7/1/51 |
|
|
$ |
1,390,000 |
|
|
$ |
1,053,012 |
(d) |
| Wisconsin State HEFA Revenue, Bellin Memorial Hospital Inc.,
Series A |
|
|
5.500 |
% |
|
|
12/1/52 |
|
|
|
1,250,000 |
|
|
|
1,351,160 |
|
| Total Wisconsin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,996,788 |
|
| Total Municipal Bonds (Cost —
$695,563,222) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
689,788,443 |
|
| Municipal Bonds Deposited in Tender Option Bond Trust (j) — 3.2% |
|
|
|
|
|
|
|
|
|
| New York — 3.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| New York City, NY, Municipal Water Finance Authority, Water & Sewer System
Revenue, Second General Resolution Fiscal 2023,
Subseries AA-1 |
|
|
5.250 |
% |
|
|
6/15/52 |
|
|
|
6,920,000 |
|
|
|
7,685,335 |
|
| New York State Dormitory Authority, State Personal Income Tax Revenue, General Purpose
Bonds, Series A |
|
|
4.000 |
% |
|
|
3/15/45 |
|
|
|
8,480,000 |
|
|
|
8,324,127 |
|
| Total Municipal Bonds Deposited in Tender Option
Bond Trust (Cost — $15,904,616) |
|
|
|
16,009,462 |
|
| Total Investments before Short-Term Investments
(Cost — $711,467,838) |
|
|
|
705,797,905 |
|
| Short-Term Investments — 3.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Municipal Bonds — 3.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Georgia — 2.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bartow County Development Authority, GA, Solid Waste Disposal Facility Revenue, Georgia
Power Company Plant Bowen Project |
|
|
4.200 |
% |
|
|
11/1/62 |
|
|
|
14,350,000 |
|
|
|
14,350,000 |
(c)(k)(l) |
| Missouri — 0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Missouri State HEFA Revenue, BJC Health System, Series A, Refunding, LIQ - U.S. Bank
N.A. |
|
|
3.400 |
% |
|
|
5/15/38 |
|
|
|
2,300,000 |
|
|
|
2,300,000 |
(k)(l) |
| Pennsylvania —
0.0%†† |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pennsylvania State Turnpike Commission Revenue, Series 2020, Refunding, LOC - TD Bank
N.A. |
|
|
3.510 |
% |
|
|
12/1/39 |
|
|
|
100,000 |
|
|
|
100,000 |
(k)(l) |
| Total Municipal Bonds (Cost —
$16,750,000) |
|
|
|
16,750,000 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
29 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Security |
|
Rate |
|
|
|
|
|
Shares |
|
|
Value |
|
| Money Market Funds — 0.0%†† |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Western Asset Premier Institutional Government Reserves, Premium Shares (Cost —
$94,326) |
|
|
5.033 |
% |
|
|
|
|
|
|
94,326 |
|
|
$ |
94,326 |
(m)(n) |
| Total Short-Term Investments (Cost —
$16,844,326) |
|
|
|
16,844,326 |
|
| Total Investments — 144.6% (Cost —
$728,312,164) |
|
|
|
722,642,231 |
|
| Auction Rate Cumulative Preferred Stock, at Liquidation
Value — (0.3)% |
|
|
|
(1,300,000) |
|
| Variable Rate Demand Preferred Stock, at Liquidation
Value — (43.5)% |
|
|
|
(217,575,000) |
|
| TOB Floating Rate Notes — (1.8)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,855,000) |
|
| Other Assets in Excess of Other Liabilities —
1.0% |
|
|
|
4,853,900 |
|
| Total Net Assets Applicable to Common Shareholders
— 100.0% |
|
|
$ |
499,766,131 |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 30 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Western Asset Managed Municipals Fund Inc.
| †† |
Represents less than 0.1%. |
| * |
Non-income producing security. |
| (a) |
Maturity date shown represents the mandatory tender date. |
| (b) |
Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate
securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.
|
| (c) |
Income from this issue is considered a preference item for purposes of calculating the alternative minimum tax
(“AMT”). |
| (d)
|
Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in
transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
| (e) |
Bonds are generally escrowed to maturity by government securities and/or U.S. government agency securities.
|
| (f) |
Securities traded on a when-issued or delayed delivery basis. |
| (g) |
Pre-Refunded bonds are generally escrowed with U.S. government obligations and/or U.S. government agency securities.
|
| (h) |
The coupon payment on this security is currently in default as of May 31, 2023. |
| (i) |
The maturity principal is currently in default as of May 31, 2023. |
| (j) |
Represents securities deposited into a special purpose entity, referred to as a Tender Option Bond (“TOB”) trust
(Note 1). |
| (k) |
Variable rate demand obligations (“VRDOs”) have a demand feature under which the Fund can tender them back to
the issuer or liquidity provider on no more than 7 days notice. The interest rate generally resets on a daily or weekly basis and is determined on the specific interest rate reset date by the remarketing agent, pursuant to a formula specified in
official documents for the VRDO, or set at the highest rate allowable as specified in official documents for the VRDO. VRDOs are benchmarked to the Securities Industry and Financial Markets Association (“SIFMA”) Municipal Swap Index. The
SIFMA Municipal Swap Index is compiled from weekly interest rate resets of tax-exempt VRDOs reported to the Municipal Securities Rulemaking Board’s Short-term Obligation Rate Transparency System. |
| (l) |
Maturity date shown is the final maturity date. The security may be sold back to the issuer before final maturity.
|
| (m) |
Rate shown is one-day yield as of the end of the reporting period. |
| (n) |
In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund
ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At May 31, 2023, the total market value of investments in Affiliated Companies was $94,326 and
the cost was $94,326 (Note 9). |
See
Notes to Financial Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
31 |
|
Schedule of investments (cont’d)
May 31, 2023
Western Asset Managed Municipals Fund Inc.
|
|
|
|
|
| Abbreviation(s) used in this
schedule: |
|
|
|
| AGM |
|
— |
|
Assured Guaranty Municipal Corporation — Insured Bonds |
|
|
|
| BAM |
|
— |
|
Build America Mutual — Insured Bonds |
|
|
|
| CAB |
|
— |
|
Capital Appreciation Bonds |
|
|
|
| CDA |
|
— |
|
Communities Development Authority |
|
|
|
| COP |
|
— |
|
Certificates of Participation |
|
|
|
| CSCE |
|
— |
|
Charter School Credit Enhancement |
|
|
|
| DFA |
|
— |
|
Development Finance Agency |
|
|
|
| EDA |
|
— |
|
Economic Development Authority |
|
|
|
| EDC |
|
— |
|
Economic Development Corporation |
|
|
|
| EFA |
|
— |
|
Educational Facilities Authority |
|
|
|
| GO |
|
— |
|
General Obligation |
|
|
|
| GTD |
|
— |
|
Guaranteed |
|
|
|
| HEFA |
|
— |
|
Health & Educational Facilities Authority |
|
|
|
| IDA |
|
— |
|
Industrial Development Authority |
|
|
|
| IDR |
|
— |
|
Industrial Development Revenue |
|
|
|
| ISD |
|
— |
|
Independent School District |
|
|
|
| LIQ |
|
— |
|
Liquidity Facility |
|
|
|
| LOC |
|
— |
|
Letter of Credit |
|
|
|
| MFA |
|
— |
|
Municipal Finance Authority |
|
|
|
| MTA |
|
— |
|
Metropolitan Transportation Authority |
|
|
|
| NATL |
|
— |
|
National Public Finance Guarantee Corporation — Insured Bonds |
|
|
|
| PCFA |
|
— |
|
Pollution Control Financing Authority |
|
|
|
| PEA |
|
— |
|
Public Energy Authority |
|
|
|
| PSF |
|
— |
|
Permanent School Fund |
|
|
|
| SD |
|
— |
|
School District |
|
|
|
| SIFMA |
|
— |
|
Securities Industry and Financial Markets Association |
|
|
|
| TFA |
|
— |
|
Transitional Finance Authority |
|
|
|
| USD |
|
— |
|
Unified School District |
See Notes to Financial
Statements.
|
|
|
|
|
| 32 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Statement of assets and liabilities
May 31, 2023
|
|
|
|
|
|
|
| Assets: |
|
|
|
|
| Investments in unaffiliated securities, at value (Cost — $728,217,838) |
|
$ |
722,547,905 |
|
| Investments in affiliated securities, at value (Cost — $94,326) |
|
|
94,326 |
|
| Interest receivable |
|
|
10,043,240 |
|
| Dividends receivable from affiliated investments |
|
|
238 |
|
| Prepaid expenses |
|
|
28,708 |
|
| Total Assets |
|
|
732,714,417 |
|
|
|
| Liabilities: |
|
|
|
|
| Variable Rate Demand Preferred Stock ($25,000 liquidation value per share; 8,703 shares
issued and outstanding) (net of deferred offering costs of $1,203,963) (Note 5) |
|
|
216,371,037 |
|
| TOB Floating Rate Notes (Note 1) |
|
|
8,855,000 |
|
| Payable for securities purchased |
|
|
3,916,778 |
|
| Distributions payable to Common Shareholders |
|
|
1,582,927 |
|
| Investment management fee payable |
|
|
337,211 |
|
| Interest expense payable |
|
|
118,166 |
|
| Distributions payable to Auction Rate Cumulative Preferred Stockholders |
|
|
28,863 |
|
| Directors’ fees payable |
|
|
13,364 |
|
| Accrued expenses |
|
|
424,940 |
|
| Total Liabilities |
|
|
231,648,286 |
|
| Series M, T, W, Th and F Auction Rate Cumulative Preferred Stock (52 shares authorized and
issued at $25,000 per share)
(Note 6) |
|
|
1,300,000 |
|
| Total Net Assets Applicable to Common Shareholders |
|
$ |
499,766,131 |
|
|
|
| Net Assets Applicable to Common Shareholders: |
|
|
|
|
| Common stock par value ($0.001 par value; 43,367,851 shares issued and outstanding;
500,000,000 common shares authorized) |
|
$ |
43,368 |
|
| Paid-in capital in excess of par value |
|
|
525,763,849 |
|
| Total distributable earnings (loss) |
|
|
(26,041,086) |
|
| Total Net Assets Applicable to Common Shareholders |
|
$ |
499,766,131 |
|
|
|
| Common Shares Outstanding |
|
|
43,367,851 |
|
|
|
| Net Asset Value Per Common Share |
|
|
$11.52 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
33 |
|
Statement of operations
For the Year Ended May 31, 2023
|
|
|
|
|
|
|
| Investment Income: |
|
|
|
|
| Interest |
|
$ |
30,299,590 |
|
| Dividends from affiliated investments |
|
|
1,642 |
|
| Total Investment
Income |
|
|
30,301,232 |
|
|
|
| Expenses: |
|
|
|
|
| Distributions to Variable Rate Demand Preferred Stockholders (Notes 1 and 5) |
|
|
5,205,735 |
|
| Investment management fee (Note 2) |
|
|
4,071,428 |
|
| Liquidity fees (Note 5) |
|
|
1,685,085 |
|
| Legal fees |
|
|
384,176 |
|
| Interest expense (Note 1) |
|
|
173,263 |
|
| Directors’ fees |
|
|
162,636 |
|
| Transfer agent fees |
|
|
125,918 |
|
| Remarketing fees (Note 5) |
|
|
110,299 |
|
| Rating agency fees |
|
|
56,822 |
|
| Amortization of Variable Rate Demand Preferred Stock offering costs (Note 5) |
|
|
55,342 |
|
| Fund accounting fees |
|
|
54,669 |
|
| Audit and tax fees |
|
|
50,016 |
|
| Auction agent fees |
|
|
44,000 |
|
| Shareholder reports |
|
|
27,022 |
|
| Stock exchange listing fees |
|
|
22,292 |
|
| Auction participation fees (Note 6) |
|
|
10,799 |
|
| Insurance |
|
|
4,914 |
|
| Custody fees |
|
|
2,569 |
|
| Miscellaneous expenses |
|
|
15,429 |
|
| Total Expenses |
|
|
12,262,414 |
|
| Less: Fee waivers and/or expense reimbursements (Note 2) |
|
|
(55) |
|
| Net Expenses |
|
|
12,262,359 |
|
| Net Investment Income |
|
|
18,038,873 |
|
|
|
| Realized and Unrealized Loss on Investments (Notes 1 and 3): |
|
|
|
|
| Net Realized Loss From Unaffiliated
Investment Transactions |
|
|
(13,322,801) |
|
| Change in Net Unrealized Appreciation
(Depreciation) From Unaffiliated Investments |
|
|
(15,063,868) |
|
| Net Loss on Investments |
|
|
(28,386,669) |
|
| Distributions Paid to Auction Rate Cumulative Preferred Stockholders From Net Investment
Income (Notes 1 and 6) |
|
|
(759,981) |
|
| Decrease in Net Assets Applicable to Common Shareholders From Operations |
|
$ |
(11,107,777) |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 34 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Statements of changes in net assets
|
|
|
|
|
|
|
|
|
| For the Years Ended May 31, |
|
2023 |
|
|
2022 |
|
|
|
|
| Operations: |
|
|
|
|
|
|
|
|
| Net investment income |
|
$ |
18,038,873 |
|
|
$ |
20,237,063 |
|
| Net realized loss |
|
|
(13,322,801) |
|
|
|
(4,910,749) |
|
| Change in net unrealized appreciation (depreciation) |
|
|
(15,063,868) |
|
|
|
(80,395,764) |
|
| Distributions paid to Auction Rate Cumulative Preferred Stockholders from net investment
income |
|
|
(759,981) |
|
|
|
(73,769) |
|
| Decrease in Net Assets Applicable to
Common Shareholders From Operations |
|
|
(11,107,777) |
|
|
|
(65,143,219) |
|
|
|
|
| Distributions to Common Shareholders From (Note 1): |
|
|
|
|
|
|
|
|
| Total distributable earnings |
|
|
(17,393,744) |
|
|
|
(21,141,829) |
|
| Return of capital |
|
|
(2,251,893) |
|
|
|
— |
|
| Decrease in Net Assets From Distributions
to Common Shareholders |
|
|
(19,645,637) |
|
|
|
(21,141,829) |
|
|
|
|
| Fund Share Transactions: |
|
|
|
|
|
|
|
|
| Net increase from repurchase of Auction Rate Cumulative Preferred Shares (Note 6) |
|
|
1,316,250 |
|
|
|
— |
|
| Increase in Net Assets From Fund Share
Transactions |
|
|
1,316,250 |
|
|
|
— |
|
| Decrease in Net Assets Applicable to
Common Shareholders |
|
|
(29,437,164) |
|
|
|
(86,285,048) |
|
|
|
|
| Net Assets Applicable to Common Shareholders: |
|
|
|
|
|
|
|
|
| Beginning of year |
|
|
529,203,295 |
|
|
|
615,488,343 |
|
| End of year |
|
$ |
499,766,131 |
|
|
$ |
529,203,295 |
|
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
35 |
|
Statement of cash flows
For the Year Ended May 31, 2023
|
|
|
|
|
|
|
| Increase (Decrease) in Cash: |
|
|
|
|
| Cash Flows from Operating Activities: |
|
|
|
|
| Net decrease in net assets applicable to common shareholders resulting from
operations* |
|
$ |
(10,347,796) |
|
| Adjustments to reconcile net decrease in net assets resulting from operations to net cash
provided (used) by operating activities: |
|
|
|
|
| Purchases of portfolio securities |
|
|
(203,302,269) |
|
| Sales of portfolio securities |
|
|
225,228,625 |
|
| Net purchases, sales and maturities of short-term investments |
|
|
1,404,327 |
|
| Net amortization of premium (accretion of discount) |
|
|
3,429,191 |
|
| Decrease in receivable for securities sold |
|
|
1,545,675 |
|
| Increase in interest receivable |
|
|
(152,226) |
|
| Increase in prepaid expenses |
|
|
(6,719) |
|
| Increase in dividends receivable from affiliated investments |
|
|
(210) |
|
| Decrease in payable for securities purchased |
|
|
(179,862) |
|
| Amortization of preferred stock offering costs |
|
|
55,342 |
|
| Decrease in investment management fee payable |
|
|
(17,408) |
|
| Decrease in Directors’ fees payable |
|
|
(5,554) |
|
| Increase in interest expense payable |
|
|
112,540 |
|
| Decrease in accrued expenses |
|
|
(3,146,093) |
|
| Net realized loss on investments |
|
|
13,322,801 |
|
| Change in net unrealized appreciation (depreciation) of investments |
|
|
15,063,868 |
|
| Net Cash Provided in Operating
Activities** |
|
|
43,004,232 |
|
|
|
| Cash Flows from Financing Activities: |
|
|
|
|
| Distributions paid on common stock (net of distributions payable) |
|
|
(19,754,056) |
|
| Distributions paid on Auction Rate Cumulative Preferred Stock (net of distributions
payable) |
|
|
(736,426) |
|
| Repurchase of Auction Rate Cumulative Preferred Stock |
|
|
(25,008,750) |
|
| Proceeds from TOB Floating Rate Notes |
|
|
4,615,000 |
|
| Repayment of TOB Floating Rate Notes |
|
|
(2,120,000) |
|
| Net Cash Used by Financing
Activities |
|
|
(43,004,232) |
|
| Cash and restricted cash at beginning of year |
|
|
— |
|
| Cash and restricted cash at end of year |
|
|
— |
|
| * |
Does not include distributions paid to Auction Rate Cumulative Preferred Stockholders. |
| ** |
Included in operating expenses is $60,723 paid for interest on borrowings and $5,205,735 paid for distributions to
Variable Rate Demand Preferred Stockholders. |
| |
The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and
Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows. |
|
|
|
|
|
| |
|
May 31, 2023 |
|
| Cash |
|
|
— |
|
| Restricted cash |
|
|
— |
|
| Total cash and restricted cash shown in the Statement of Cash Flows |
|
|
— |
|
See Notes to Financial
Statements.
|
|
|
|
|
| 36 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Financial highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For a common share of capital stock outstanding throughout each year ended May 31: |
|
| |
|
20231 |
|
|
20221 |
|
|
20211 |
|
|
20201 |
|
|
20191 |
|
|
|
|
|
|
|
| Net asset value, beginning of year |
|
|
$12.20 |
|
|
|
$14.19 |
|
|
|
$13.04 |
|
|
|
$13.75 |
|
|
|
$13.51 |
|
|
|
|
|
|
|
| Income (loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net investment income |
|
|
0.42 |
|
|
|
0.47 |
|
|
|
0.53 |
|
|
|
0.51 |
|
|
|
0.63 |
|
| Net realized and unrealized gain (loss) |
|
|
(0.66) |
|
|
|
(1.97) |
|
|
|
1.15 |
|
|
|
(0.61) |
|
|
|
0.32 |
|
| Distributions paid to Auction Rate Cumulative Preferred Stockholders from net investment
income |
|
|
(0.02) |
|
|
|
(0.00) |
2 |
|
|
(0.00) |
2 |
|
|
(0.01) |
|
|
|
(0.02) |
|
| Total income (loss) from
operations |
|
|
(0.26) |
|
|
|
(1.50) |
|
|
|
1.68 |
|
|
|
(0.11) |
|
|
|
0.93 |
|
|
|
|
|
|
|
| Less distributions to common shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net investment income |
|
|
(0.40) |
|
|
|
(0.48) |
|
|
|
(0.53) |
|
|
|
(0.60) |
|
|
|
(0.70) |
|
| Net realized gains |
|
|
— |
|
|
|
(0.01) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Return of capital |
|
|
(0.05) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Total distributions to common
shareholders |
|
|
(0.45) |
|
|
|
(0.49) |
|
|
|
(0.53) |
|
|
|
(0.60) |
|
|
|
(0.70) |
|
|
|
|
|
|
|
| Net increase from repurchase of Auction Rate Cumulative Preferred Shares |
|
|
0.03 |
|
|
|
— |
|
|
|
0.00 |
2 |
|
|
0.00 |
2 |
|
|
0.01 |
|
|
|
|
|
|
|
| Net asset value, end of year |
|
|
$11.52 |
|
|
|
$12.20 |
|
|
|
$14.19 |
|
|
|
$13.04 |
|
|
|
$13.75 |
|
|
|
|
|
|
|
| Market price, end of year |
|
|
$9.84 |
|
|
|
$11.13 |
|
|
|
$13.46 |
|
|
|
$12.03 |
|
|
|
$13.73 |
|
| Total return, based on NAV3,4 |
|
|
(1.78) |
%5 |
|
|
(10.86) |
% |
|
|
13.09 |
%6 |
|
|
(0.89) |
%6 |
|
|
7.23 |
%7 |
| Total return, based on Market Price8 |
|
|
(7.61) |
% |
|
|
(14.06) |
% |
|
|
16.67 |
% |
|
|
(8.35) |
% |
|
|
14.03 |
% |
|
|
|
|
|
|
| Net assets applicable to common shareholders, end of year (millions) |
|
|
$500 |
|
|
|
$529 |
|
|
|
$615 |
|
|
|
$565 |
|
|
|
$595 |
|
|
|
|
|
|
|
| Ratios to average net assets:9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross expenses |
|
|
2.44 |
% |
|
|
1.34 |
% |
|
|
1.31 |
% |
|
|
1.76 |
% |
|
|
1.85 |
% |
| Net expenses10 |
|
|
2.44 |
11 |
|
|
1.34 |
11 |
|
|
1.31 |
11 |
|
|
1.76 |
11 |
|
|
1.85 |
|
| Net investment income |
|
|
3.59 |
|
|
|
3.43 |
|
|
|
3.85 |
|
|
|
3.76 |
|
|
|
4.74 |
|
|
|
|
|
|
|
| Portfolio turnover rate |
|
|
28 |
% |
|
|
22 |
% |
|
|
16 |
% |
|
|
32 |
% |
|
|
21 |
% |
See Notes to Financial
Statements.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
37 |
|
Financial highlights (cont’d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For a common share of capital stock outstanding throughout each year ended May 31: |
|
| |
|
20231 |
|
|
20221 |
|
|
20211 |
|
|
20201 |
|
|
20191 |
|
|
|
|
|
|
|
| Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Auction Rate Cumulative Preferred Stock at Liquidation Value, End of Year (000s) |
|
|
$1,300 |
|
|
|
$27,625 |
|
|
|
$27,625 |
|
|
|
$27,650 |
|
|
|
$28,050 |
|
| Variable Rate Demand Preferred Stock at Liquidation Value, End of Year (000s) |
|
|
$217,575 |
|
|
|
$217,575 |
|
|
|
$217,575 |
|
|
|
$217,575 |
|
|
|
$217,575 |
|
| Asset Coverage Ratio for Auction Rate Cumulative Preferred Stock and Variable Rate Demand
Preferred Stock12 |
|
|
328 |
% |
|
|
316 |
% |
|
|
351 |
% |
|
|
331 |
% |
|
|
342 |
% |
| Asset Coverage, per $25,000 Liquidation Value per Share of Auction Rate Cumulative
Preferred Stock and Variable Rate Demand Preferred Stock12 |
|
|
$82,084 |
|
|
|
$78,956 |
|
|
|
$87,754 |
|
|
|
$82,646 |
|
|
|
$85,598 |
|
| 1 |
Per share amounts have been calculated using the average shares method. |
| 2 |
Amount represents less than $0.005 or greater than $(0.005) per share. |
| 3 |
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the
absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
| 4 |
The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future
results. |
| 5 |
The total return based on NAV reflects the impact of the repurchase by the Fund of a portion of its Auction Rate
Cumulative Preferred Shares at 95% of the per share liquidation preference. Absent this transaction, the total return based on NAV would have been (2.04)%. |
| 6 |
The total return based on NAV reflects the impact of the repurchase by the Fund of a portion of its Auction Rate
Cumulative Preferred Shares at 85% of the per share liquidation preference. Absent this transaction, the total return based on NAV would have been the same. |
| 7 |
The total return based on NAV reflects the impact of the repurchase by the Fund of a portion of its Auction Rate
Cumulative Preferred Shares at 85% of the per share liquidation preference. Absent this transaction, the total return based on NAV would have been 7.15%. |
| 8 |
The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend
reinvestment plan. Past performance is no guarantee of future results. |
| 9 |
Calculated on the basis of average net assets of common stock shareholders. Ratios do not reflect the effect of dividend
payments to auction rate cumulative preferred stockholders. |
| 10 |
The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee
payable in connection with any investment in an affiliated money market fund. |
| 11 |
Reflects fee waivers and/or expense reimbursements. |
| 12 |
Represents value of net assets plus the liquidation value of the auction rate cumulative preferred stock and variable rate
demand preferred stock, if any, at the end of the period divided by the liquidation value of the auction rate cumulative preferred stock and variable rate demand preferred stock, if any, outstanding at the end of the period. |
See Notes to Financial Statements.
|
|
|
|
|
| 38 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Managed Municipals Fund Inc. (the “Fund”) was incorporated in Maryland and is registered as a non-diversified, closed-end management investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to seek as high a level of current income exempt from federal income tax as is consistent with preservation of capital.
When pursuing its investment objective, the Fund seeks to maximize current income exempt from federal income tax as is consistent with preservation of principal.
The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946,
Financial Services –Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles
(“GAAP”), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the
economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation. The valuations for fixed income securities (which
may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party
pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest
rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. If
independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or
more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a
security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in
accordance with procedures approved by the Fund’s Board of Directors.
Pursuant to policies adopted by the Board of Directors, the Fund’s manager
has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s manager is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation
Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Fund’s manager and the Board of Directors. When determining the reliability of third party
pricing information for investments owned by the Fund, the Valuation Committee,
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
39 |
|
Notes to financial statements (cont’d)
among other things, conducts
due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will
consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded
security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate
in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted
securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender
offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last
available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the
particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash
flows to present value.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at
measurement date. These inputs are summarized in the three broad levels listed below:
| • |
|
Level 1 — unadjusted quoted prices in active markets for identical investments |
| • |
|
Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates,
prepayment speeds, credit risk, etc.) |
| • |
|
Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of
investments) |
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those
securities.
|
|
|
|
|
| 40 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
The following is a summary of the inputs used in
valuing the Fund’s assets carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ASSETS |
|
| Description |
|
Quoted Prices
(Level 1) |
|
|
Other Significant
Observable Inputs
(Level 2) |
|
|
Significant
Unobservable
Inputs
(Level 3) |
|
|
Total |
|
| Long-Term Investments†: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Municipal Bonds |
|
|
— |
|
|
$ |
689,788,443 |
|
|
|
— |
|
|
$ |
689,788,443 |
|
| Municipal Bonds Deposited in Tender Option Bond Trust |
|
|
— |
|
|
|
16,009,462 |
|
|
|
— |
|
|
|
16,009,462 |
|
| Total Long-Term Investments |
|
|
— |
|
|
|
705,797,905 |
|
|
|
— |
|
|
|
705,797,905 |
|
| Short-Term Investments†: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Municipal Bonds |
|
|
— |
|
|
|
16,750,000 |
|
|
|
— |
|
|
|
16,750,000 |
|
| Money Market Funds |
|
$ |
94,326 |
|
|
|
— |
|
|
|
— |
|
|
|
94,326 |
|
| Total Short-Term Investments |
|
|
94,326 |
|
|
|
16,750,000 |
|
|
|
— |
|
|
|
16,844,326 |
|
| Total Investments |
|
$ |
94,326 |
|
|
$ |
722,547,905 |
|
|
|
— |
|
|
|
$722,642,231 |
|
| † |
See Schedule of Investments for additional detailed categorizations. |
(b) Tender option bonds. The Fund may enter into tender option bond
(“TOB”) transactions and may invest in inverse floating rate instruments (“Inverse Floaters”) issued in TOB transactions. The Fund may participate either in structuring an Inverse Floater or purchasing an Inverse Floater in the
secondary market. When structuring an Inverse Floater, the Fund deposits securities (typically municipal bonds or other municipal securities) (the “Underlying Bonds”) into a special purpose entity, referred to as a TOB trust. The TOB trust
generally issues floating rate notes (“Floaters”) to third parties and residual interest, Inverse Floaters, to the Fund. The Floaters issued by the TOB trust have interest rates which reset weekly and provide the holders of the Floaters
the option to tender their notes back to the TOB trust for redemption at par at each reset date. The net proceeds of the sale of the Floaters, after expenses, are received by the Fund and may be invested in additional securities. The Inverse
Floaters are inverse floating rate debt instruments, as the return on those bonds is inversely related to changes in a specified interest rate. Distributions on any Inverse Floaters paid to the Fund will be reduced or, in the extreme, eliminated as
short-term interest rates rise and will increase when such interest rates fall. Floaters issued by a TOB trust may be senior to the Inverse Floaters held by the Fund. The value and market for Inverse Floaters can be volatile, and Inverse Floaters
can have limited liquidity.
An investment in an Inverse Floater structured by the Fund is accounted for as a secured borrowing. The Underlying Bonds
deposited into the TOB trust are included in the Fund’s Schedule of Investments and a liability for Floaters (TOB floating rate notes) issued by the TOB trust is recognized in the Fund’s Statement of Assets and Liabilities. The carrying
amount of the TOB trust’s floating rate note obligations as reported on the Statement of Assets and Liabilities approximates its fair value. Interest income, including amortization, on the Underlying Bonds is recognized in the Fund’s
Statements of Operations. Interest paid to holders of the Floaters, as well as other expenses related to administration, liquidity,
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
41 |
|
Notes to financial statements (cont’d)
remarketing and trustee
services of the TOB trust, are recognized in Interest expense in the Fund’s Statement of Operations.
(c) Net
asset value. The net asset value (“NAV”) of the Fund’s common stock is determined no less frequently than the close of business on the Fund’s last business day of each week (generally
Friday) and on the last business day of the month. It is determined by dividing the value of the net assets available to common stock by the total number of shares of common stock outstanding. For the purpose of determining the NAV per share of the
common stock, the value of the Fund’s net assets shall be deemed to equal the value of the Fund’s assets less (1) the Fund’s liabilities including the aggregate liquidation value (i.e., $25,000 per outstanding share) of the
Variable Rate Demand Preferred Stock (“VRDPS”), net of deferred offering costs, and (2) the aggregate liquidation value (i.e., $25,000 per outstanding share) of the Auction Rate Cumulative Preferred Stock (“ARCPS”).
(d) Securities traded on a when-issued and delayed delivery
basis. The Fund may trade securities on a when-issued or delayed delivery basis. In when-issued and delayed delivery transactions, the securities are purchased or sold by the Fund with payment and delivery
taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction.
Purchasing such securities involves risk of loss if the value of the securities declines prior to settlement. These securities are subject to market fluctuations and
their current value is determined in the same manner as for other securities.
(e) Cash flow
information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These
activities are reported in the Statements of Changes in Net Assets and additional information on cash receipts and cash payments is presented in the Statement of Cash Flows.
(f) Security transactions and investment income. Security transactions are
accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. The cost of investments sold is
determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued
up to the date of default or credit event.
(g) Distributions to shareholders. Distributions to common shareholders from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. 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 common shareholders of the Fund. Distributions to common shareholders of net realized gains, if any, are taxable and
are declared at least annually. Distributions to common shareholders of the Fund are recorded on the ex-dividend date and
are determined in accordance with
income tax regulations, which may differ from GAAP.
Distributions to holders of ARCPS are accrued daily and paid on a weekly basis and are determined as described
in Note 6. Distributions to holders of VRDPS are accrued on a daily
|
|
|
|
|
| 42 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
basis and paid monthly as described in Note 5 and are treated as an operating expense as required by GAAP. For tax purposes, the payments made to the holders of the
Fund’s VRDPS are treated as dividends or distributions.
(h) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.
(i) Federal and other taxes. It is the Fund’s policy to comply with
the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized
gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.
Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of May 31, 2023, no provision for
income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the
Internal Revenue Service and state departments of revenue.
(j) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
During the current year, the following reclassifications have been made:
|
|
|
|
|
|
|
|
|
| |
|
Total Distributable
Earnings (Loss) |
|
|
Paid-in
Capital |
|
| (a) |
|
$ |
55,342 |
|
|
$ |
(55,342) |
|
| (a) |
Reclassifications are due to non-deductible offering costs for tax purposes. |
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Western Asset Management Company, LLC (“Western Asset”) is
the Fund’s subadviser. LMPFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).
LMPFA
provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.55% of the Fund’s average daily net assets. For the purposes of
calculating the investment management fee, the aggregate liquidation value of the Preferred Stock is not deducted in determining the Fund’s average daily net assets.
LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset monthly 70% of the net management fee it
receives from the Fund.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
43 |
|
Notes to financial statements (cont’d)
The manager has agreed to
waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the “affiliated money market fund waiver”).
During the year ended May 31, 2023, fees waived and/or expenses reimbursed amounted to $55, all of which was an affiliated money market fund waiver.
All officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund.
The Fund is permitted to purchase or sell short-term variable rate demand obligations from or to certain other affiliated funds or portfolios under specified conditions
outlined in procedures adopted by the Board of Directors. The procedures have been designed to provide assurance that any purchase or sale of securities by the Fund from or to another fund or portfolio that is, or could be considered, an affiliate
by virtue of having a common investment manager or subadviser (or affiliated investment manager or subadviser), common Directors and/or common officers complies with Rule 17a-7 under the 1940 Act. Further, as defined under the procedures, each
transaction is effected at the current market price. For the year ended May 31, 2023, such purchase and sale transactions (excluding accrued interest) were $39,185,000 and $52,625,000, respectively.
3. Investments
During the year ended
May 31, 2023, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
|
|
|
|
|
| Purchases |
|
$ |
203,302,269 |
|
| Sales |
|
|
225,228,625 |
|
At May 31, 2023, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments
for federal income tax purposes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Cost |
|
|
Gross
Unrealized
Appreciation |
|
|
Gross
Unrealized
Depreciation |
|
|
Net
Unrealized
Depreciation |
|
| Securities |
|
$ |
717,886,927 |
|
|
$ |
17,398,745 |
|
|
$ |
(21,498,441) |
|
|
$ |
(4,099,696) |
|
4. Derivative instruments and hedging activities
During the year ended May 31, 2023, the Fund did not invest in derivative instruments.
5. Variable rate demand preferred stock
On
March 4, 2015, the Fund completed a private offering of 8,703 shares of Series 1 VRDPS. Net proceeds from the offering were used by the Fund to repurchase outstanding shares of Series M, Series T, Series W, Series TH and Series F ARCPS that had
been accepted for payment pursuant to the tender offer (see Note 6). Offering costs incurred by the Fund in connection with the VRDPS issuance are being amortized to expense over the life of the VRDPS.
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|
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|
| 44 |
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|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
The table below summarizes the key terms of Series 1 of the VRDPS at May 31, 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series |
|
Mandatory
Redemption
Date |
|
|
Shares |
|
|
Liquidation
Preference
Per Share |
|
|
Aggregate
Liquidation
Value |
|
| Series 1 |
|
|
3/4/2045 |
|
|
|
8,703 |
|
|
$ |
25,000 |
|
|
$ |
217,575,000 |
|
The VRDPS shares are not listed on any securities exchange or automated quotation system. For financial reporting purposes, the VRDPS
shares are considered debt of the Fund; therefore, the liquidation value, which approximates fair value of the VRDPS shares, is recorded as a liability on the Statement of Assets and Liabilities.
Holders of VRDPS have the right to tender their VRDPS shares for remarketing at a price equal to the liquidation preference amount plus all accumulated but unpaid
dividends and at a date which is no earlier than the seventh day following delivery of the notice to the tender and paying agent. The VRDPS shares include a liquidity feature that allows VRDPS holders to have their shares purchased by the liquidity
provider with whom the Fund has contracted in the event of a failed remarketing where purchase orders are not sufficient in number to be matched with the sale orders. The Fund is required to redeem the VRDPS shares owned by the liquidity provider
after six months of continuous, unsuccessful remarketing. The Fund pays a monthly remarketing fee at the annual rate of 0.05% of the liquidation value of each VRDPS share outstanding on the first calendar day of the preceding calendar month. These
fees are shown as remarketing fees on the Statement of Operations.
Holders of VRDPS are entitled to receive monthly cumulative cash dividends, payable on the first
business day of each calendar month, at a variable rate set weekly by the remarketing agent. The dividend rate is generally based upon a spread over a base rate and cannot exceed a maximum rate. In the event of a failed remarketing, the dividend
rate will reset to the maximum rate. The maximum rate is determined, in part, based upon the long-term rating assigned to the VRDPS. In the event the Fund fails to make a scheduled dividend payment, all outstanding shares of the VRDPS are subject to
mandatory tender.
Subject to certain conditions, the VRDPS shares may be redeemed, in whole or in part, at any time at the option of the Fund. The redemption price
per share is equal to the liquidation value per share plus any accumulated but unpaid dividends. The Fund is required to redeem its VRDPS on the mandatory redemption date, March 4, 2045. In addition, the Fund is required to redeem certain of
the VRDPS shares if the Fund fails to maintain certain asset coverage and rating agency guidelines.
The Fund is a party to a fee agreement with the liquidity
provider that requires monthly payment of an annual liquidity fee. These fees are shown as liquidity fees on the Statement of Operations. The fee agreement between the Fund and the liquidity provider is scheduled to terminate on June 21, 2024.
The Fund has the right, which is exercisable 120 to 90 days prior to the scheduled termination date, to request that the liquidity provider extend the term of the agreement for an additional period. The Fund may also terminate the agreement early.
In the event the fee agreement is not renewed or is terminated in advance, and the Fund does not enter into a fee agreement with an alternate liquidity provider, the VRDPS will be subject to mandatory purchase by the liquidity provider prior to the
termination of
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
45 |
|
Notes to financial statements (cont’d)
the fee agreement. The Fund is required to redeem any VRDPS purchased by the liquidity provider
six months after the purchase date.
The VRDPS ranks senior to the Fund’s outstanding common stock and on parity with any other preferred stock. The Fund may
not declare dividends or make other distributions on shares of its common stock unless the Fund has declared and paid full cumulative dividends on the VRDPS, due on or prior to the date of the common stock dividend or distribution, and meets the
VRDPS asset coverage and rating agency requirements.
The holders of the VRDPS have one vote per share and vote together with the holders of common stock of the Fund
as a single class except on matters affecting only the holders of VRDPS or the holders of common stock. Pursuant to the 1940 Act, holders of the VRDPS have the right to elect two Directors of the Fund, voting separately as a class.
The annualized dividend rate for the VRDPS shares for the year ended May 31, 2023 was 2.393%. VRDPS shares issued and outstanding remained constant during the year
ended May 31, 2023.
6. Auction rate cumulative preferred stock
As of May 31, 2023, the Fund had 3 shares outstanding of Series M, 18 shares outstanding of Series T, 2 shares outstanding of Series W, 17 shares outstanding of
Series Th and 12 shares outstanding of Series F, each of Auction Rate Cumulative Preferred Stock (“ARCPS”).
On January 22, 2015, the Fund announced
that it had commenced an issuer tender offer for up to 100% of its outstanding ARCPS at a price equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through February 27, 2015,
the expiration date of the tender offer.
The Fund’s tender offers were conditioned upon the Fund closing on the private offering of VRDPS with an aggregate
liquidation preference at least equal to the aggregate liquidation preference of ARCPS accepted for tender.
On March 4, 2015, the Fund announced the final
results for its issuer tender offer and all shares that were validly tendered and not withdrawn during the offering period were accepted for payment. The Fund accepted for payment 1,871 Series M ARCPS, 1,717 Series T ARCPS, 1,710 Series W ARCPS,
1,466 Series Th ARCPS and 1,939 Series F ARCPS, which represented 93.55% of outstanding Series M ARCPS, 85.85% of outstanding Series T ARCPS, 85.50% of outstanding Series W ARCPS, 73.30% of outstanding Series Th ARCPS, and 96.95% of outstanding
Series F ARCPS. In aggregate, the Fund accepted for payment 8,703 ARCPS, which represented 87.03% of the outstanding ARCPS. The ARCPS that were not tendered remained outstanding.
In September 2015, the Fund repurchased 14 Series W ARCPS in a private transaction at a price equal to 90% of the liquidation preference of $25,000 per share (or $22,500
per share), plus any unpaid dividends.
On November 27, 2018, the Fund repurchased 80 Series M and 80 Series Th ARCPS in a private transaction at a price equal
to 85% of the liquidation preference of $25,000 per share (or $21,250 per share), plus any unpaid dividends.
|
|
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|
| 46 |
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|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
On January 23, 2019, the Fund repurchased 1 Series M ARCPS in a private transaction at a price equal to 85% of the liquidation preference of $25,000 per share (or
$21,250 per share), plus any unpaid dividends.
On November 20, 2019, the Fund repurchased 16 Series Th ARCPS in a private transaction at a price equal to 85%
of the liquidation preference of $25,000 per share (or $21,250 per share), plus any unpaid dividends.
On November 17, 2020, the Fund repurchased 1 Series M
ARCPS in a private transaction at a price equal to 85% of the liquidation preference of $25,000 per share (or $21,250 per share), plus any unpaid dividends.
On
November 16, 2022, the Fund repurchased 2 Series M, 31 Series T, 17 Series W and 24 Series Th ARCPS in a private transaction at a price equal to 95% of the liquidation preference of $25,000 per share (or $23,750 per share), plus any unpaid
dividends.
On March 1, 2023, the Fund repurchased 42 Series M, 234 Series T, 257 Series W, 397 Series Th and 49 Series F ARCPS in a private transaction at a
price equal to 95% of the liquidation preference of $25,000 per share (or $23,750 per share), plus any unpaid dividends.
The difference between the liquidation
preference of the ARCPS and the actual purchase price of the tendered ARCPS was recognized by the Fund in the Statement of Changes in Net Assets as an increase in net assets applicable to common shares resulting from the tender and repurchase of the
ARCPS by the Fund.
The ARCPS’ dividends are cumulative at a rate determined at an auction and the dividend period is typically seven days. The dividend rate
cannot exceed a certain maximum rate, including in the event of a failed auction, unless the Board of Directors of the Fund authorizes an increased maximum rate. To the extent capital gains and other taxable income are allocated to holders of ARCPS
for tax purposes, the Fund will likely have to pay higher dividends to holders of ARCPS to compensate them for the increased tax liability to them resulting from such allocation. Due to failed auctions experienced by the Fund’s ARCPS starting
February 14, 2008, the Fund paid the applicable maximum rate, which is calculated using the higher of 110% of the taxable equivalent of the short-term municipal bond rate and 110% of the prevailing 30-days “AA” Financial Composite
Commercial Paper Rate. The Fund may pay higher maximum rates if the rating of the Fund’s ARCPS were to be lowered by the rating agencies.
The dividend rates
ranged from 1.200% to 7.118% during the year ended May 31, 2023. At May 31, 2023, the dividend rates in effect were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Series M |
|
|
Series T |
|
|
Series W |
|
|
Series Th |
|
|
Series F |
|
| Dividend Rate |
|
|
5.668 |
% |
|
|
5.673 |
% |
|
|
5.668 |
% |
|
|
5.656 |
% |
|
|
5.668 |
% |
The ARCPS are redeemable under certain conditions by the Fund, or subject to mandatory redemption (if the Fund is in default of certain
coverage requirements) at a redemption price equal to the liquidation preference, which is the sum of $25,000 per share plus accumulated and unpaid dividends.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
47 |
|
Notes to financial statements (cont’d)
The Fund is required to
maintain certain asset coverages with respect to the ARCPS. If the Fund fails to maintain these coverages and does not cure any such failure within the required time period, the Fund is required to redeem a requisite number of the ARCPS in order to
meet the applicable requirement. Additionally, failure to meet the foregoing asset requirements would restrict the Fund’s ability to pay dividends to common stock shareholders.
The holders of the ARCPS have one vote per share and vote together with the holders of common stock of the Fund as a single class except on matters affecting only the
holders of preferred stock or the holders of common stock. Pursuant to the 1940 Act, holders of the preferred stock have the right to elect two Directors of the Fund, voting separately as a class.
Citigroup Global Markets Inc. (“CGM”), an indirect wholly-owned subsidiary of Citigroup, Inc., acts as a broker/dealer in connection with the auction of ARCPS.
For all previous periods since the ARCPS have been outstanding, the participation fee has been paid at the annual rate of 0.25% of the purchase price of the ARCPS that the broker/dealer places at the auction. However, on August 3, 2009, CGM
reduced its participation fee to an annual rate of 0.05% of the purchase price of the ARCPS, in the case of a failed auction. For the year ended May 31, 2023, CGM earned $10,799 as a participating broker/dealer.
7. Distributions to common shareholders subsequent to May 31, 2023
The following distributions to common shareholders have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report:
|
|
|
|
|
|
|
|
|
| Record Date |
|
Payable Date |
|
|
Amount |
|
| 5/23/2023 |
|
|
6/1/2023 |
|
|
$ |
0.0365 |
|
| 6/23/2023 |
|
|
7/3/2023 |
|
|
$ |
0.0365 |
|
| 7/24/2023 |
|
|
8/1/2023 |
|
|
$ |
0.0365 |
|
| 8/24/2023 |
|
|
9/1/2023 |
|
|
$ |
0.0365 |
|
8. Stock repurchase program
On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up
to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such
amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the years ended May 31, 2023 and May 31, 2022,
the Fund did not repurchase any shares.
9. Transactions with affiliated company
As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common
ownership or control with the Fund. The following company was considered an affiliated company for
|
|
|
|
|
| 48 |
|
|
|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
all or some portion of the year ended May 31,
2023. The following transactions were effected in such company for the year ended May 31, 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Affiliate
Value at
May 31,
2022 |
|
|
Purchased |
|
|
Sold |
|
| |
|
Cost |
|
|
Shares |
|
|
Proceeds |
|
|
Shares |
|
| Western Asset Premier Institutional Government Reserves, Premium Shares |
|
$ |
7,485 |
|
|
$ |
4,508,903 |
|
|
|
4,508,903 |
|
|
$ |
4,422,062 |
|
|
|
4,422,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (cont’d) |
|
Realized
Gain (Loss) |
|
|
Dividend
Income |
|
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation) |
|
|
Affiliate
Value at
May 31,
2023 |
|
| Western Asset Premier Institutional Government Reserves, Premium Shares |
|
|
— |
|
|
$ |
1,642 |
|
|
|
— |
|
|
$ |
94,326 |
|
10. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended May 31, was as follows:
|
|
|
|
|
|
|
|
|
| |
|
2023 |
|
|
2022 |
|
| Distributions paid from: |
|
|
|
|
|
|
|
|
| Tax exempt income: |
|
|
|
|
|
|
|
|
| Common shareholders |
|
$ |
17,386,513 |
|
|
$ |
20,834,366 |
|
| Auction rate cumulative preferred stockholders |
|
|
759,697 |
|
|
|
72,635 |
|
| Variable rate demand preferred stockholders |
|
|
5,203,789 |
|
|
|
563,960 |
|
| Total tax exempt distributions |
|
$ |
23,349,999 |
|
|
$ |
21,470,961 |
|
| Taxable income: |
|
|
|
|
|
|
|
|
| Common shareholders |
|
|
7,231 |
|
|
|
41 |
|
| Auction rate cumulative preferred stockholders |
|
|
284 |
|
|
|
— |
|
| Variable rate demand preferred stockholders |
|
|
1,946 |
|
|
|
1 |
|
| Total ordinary income distributions |
|
$ |
9,461 |
|
|
$ |
42 |
|
| Long-term capital gains: |
|
|
|
|
|
|
|
|
| Common shareholders |
|
|
— |
|
|
|
307,422 |
|
| Auction rate cumulative preferred stockholders |
|
|
— |
|
|
|
1,134 |
|
| Variable rate demand preferred stockholders |
|
|
— |
|
|
|
8,804 |
|
| Total long-term capital gain distributions |
|
|
— |
|
|
$ |
317,360 |
|
| Total taxable distributions |
|
$ |
9,461 |
|
|
$ |
317,402 |
|
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
49 |
|
Notes to financial statements (cont’d)
|
|
|
|
|
|
|
|
|
| |
|
2023 |
|
|
2022 |
|
| Tax return of capital: |
|
|
|
|
|
|
|
|
| Common shareholders |
|
$ |
2,251,893 |
|
|
|
— |
|
| Auction rate cumulative preferred stockholders |
|
|
— |
|
|
|
— |
|
| Variable rate demand preferred stockholders |
|
|
— |
|
|
|
— |
|
| Total return of capital distributions |
|
$ |
2,251,893 |
|
|
|
— |
|
| Total distributions paid |
|
$ |
25,611,353 |
|
|
$ |
21,788,363 |
|
As of May 31, 2023, the components of distributable earnings (loss) on a tax basis were as follows:
|
|
|
|
|
| Deferred capital losses* |
|
$ |
(20,270,462) |
|
| Other book/tax temporary differences(a) |
|
|
(1,670,929) |
|
| Unrealized appreciation (depreciation)(b) |
|
|
(4,099,695) |
|
| Total distributable earnings (loss) — net |
|
$ |
(26,041,086) |
|
| * |
These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be
deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains. |
| (a) |
Other book/tax temporary differences are attributable to the difference between cash and accrual basis distributions paid
and book/tax differences in the timing of the deductibility of various expenses. |
| (b) |
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral
of losses on wash sales, the difference between book and tax accretion methods for market discount on fixed income securities and book/tax differences in the accrual of interest income on securities in default. |
11. Recent accounting pronouncement
In March
2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January
2021 and December 2022, the FASB issued ASU No. 2021-01 and ASU No. 2022-06, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect
of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank-offered based reference rates as of the end of 2021 for certain LIBOR settings and 2023 for the remainder.
The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2024. Management has reviewed the requirements and believes the adoption of these ASUs will
not have a material impact on the financial statements.
12. Other matter
The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,”
which was the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the U.K. Financial Conduct Authority (“FCA”) announced its intention to cease compelling banks to provide the quotations needed to
sustain LIBOR after 2021. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. In connection with the global transition away from LIBOR led by regulators and
market participants, LIBOR is no longer published on a representative basis.
|
|
|
|
|
| 50 |
|
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|
Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Alternative references rates have been established in most major currencies. In March 2022, the U.S. federal government
enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking,
for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board effectively automatically replaced the USD LIBOR benchmark in the contract upon LIBOR’s
cessation at the end of June 2023. The recommended benchmark replacement is based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement
conforming changes. Various industry groups are in the process of facilitating the transition away from LIBOR, but there remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets
generally.
13. Reorganization
On
February 13, 2023, the Fund announced approval by the Fund’s Board of Directors of a proposal to merge (i) Western Asset Municipal Partners Fund Inc. (“MNP”) with and into the Fund and (ii) Western Asset Intermediate
Muni Fund Inc. (“SBI”) with and into the Fund, subject to the approval by the stockholders of each Fund. The approval of each merger is not contingent upon the approval of the other merger. If approved, the mergers are anticipated to occur
during the third quarter of 2023. If the proposed mergers are approved by the stockholders of each Fund, (i) common stockholders of MNP and SBI would receive common stock of the Fund, based on each Fund’s respective net asset value per
share, (ii) holders of MNP’s and SBI’s variable rate demand preferred stock (“VRDPS”) would receive shares of VRDPS of the Fund with the same aggregate liquidation preference and terms of their respective VRDPS, and
(iii) holders of MNP’s, SBI’s and the Fund’s auction rate preferred stock (“ARPS”) would have their shares redeemed in accordance with their terms in advance of the closing of the mergers. Any redemption of ARPS will be
contingent upon all requisite shareholder approval of the merger for the specific fund. In lieu of issuing fractional shares of common stock, the Fund will pay cash to each former common stockholder of MNP and SBI in an amount equal to the value of
the fractional shares of the Fund’s common stock that the investor would otherwise have received in the merger.
14. Subsequent event
On July 17, 2023, the Fund announced the results of the votes cast at the Fund’s Special Meeting of Stockholders held on July 14, 2023.
Stockholders of the Fund voted to approve the merger of Western Asset Intermediate Muni Fund Inc. (“SBI”) with and into the Fund and to approve the merger of Western Asset Municipal Partners Fund Inc. (“MNP”) with and into the
Fund in accordance with the Maryland General Corporation Law. In addition, SBI and MNP each announced that the Special Meetings of Stockholders for each of SBI and MNP originally held on July 14, 2023, were being adjourned to permit further
solicitation of proxies.
|
|
|
|
|
|
|
| Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
|
|
|
|
51 |
|
Report of independent registered public accounting firm
To the Board of Directors and Shareholders of Western Asset Managed
Municipals Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Managed Municipals Fund Inc. (the
“Fund”) as of May 31, 2023, the related statements of operations and cash flows for the year ended May 31, 2023, the statement of changes in net assets for each of the two years in the period ended May 31, 2023, including
the related notes, and the financial highlights for each of the five years in the period ended May 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Fund as of May 31, 2023, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended May 31, 2023
and the financial highlights for each of the five years in the period ended May 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are
the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our
procedures included confirmation of securities owned as of May 31, 2023 by correspondence with the custodian, brokers and the administrative agent for the tender option bond trust. We believe that our audits provide a reasonable basis for our
opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
July 20, 2023
We have served as the auditor of one or more investment companies
in the Franklin Templeton Group of Funds since 1948.
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Western Asset Managed Municipals Fund Inc. 2023 Annual Report |
Board approval of management and
subadvisory agreements (unaudited)
Background
The Investment Company Act of 1940,
as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of Western Asset Managed Municipals Fund Inc. (the “Fund”), including a majority of its members who are not considered to be
“interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management agreement (the “Management Agreement”) between the Fund
and the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and Western Asset Management Company, LLC (the
“Sub-Adviser”), an affiliate of the Manager, with respect to the Fund.
At an in-person meeting (the “Contract Renewal Meeting”) held on
May 9-10, 2023, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreement for an additional one-year period. To assist in its consideration of the
renewal of each of the Management Agreement and the Sub-Advisory Agreement, the Board received and considered extensive information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal
Information”) about the Manager and the Sub-Adviser, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board’s purview (the “Franklin Templeton/Legg Mason
Closed-end Funds”), certain portions of which are discussed below.
A presentation made by the Manager and the Sub-Adviser to the Board at the Contract Renewal
Meeting in connection with the Board’s evaluation of each of the Management Agreement and the Sub-Advisory Agreement encompassed the Fund and other Franklin Templeton/Legg Mason Closed-end Funds. In addition to the Contract Renewal Information,
the Board received performance and other information throughout the year related to the respective services rendered by the Manager and the Sub-Adviser to the Fund. The Board’s evaluation took into account the information received throughout
the year and also reflected the knowledge and experience gained as members of the Boards of the Fund and other Franklin Templeton/Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and the Sub-Adviser. The
information received and considered by the Board (including its various committees) in conjunction with both the Contract Renewal Meeting and throughout the year was both written and oral. The contractual arrangements discussed below are the product
of multiple years of review and negotiation and information received and considered by the Board during each of those years.
At a meeting held on April 18,
2023, the Independent Directors, in preparation for the Contract Renewal Meeting, met in a private session with their independent legal counsel to review the Contract Renewal Information regarding the Franklin Templeton/Legg Mason
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53 |
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Board approval of management and
subadvisory agreements (unaudited) (cont’d)
Closed-end
Funds, including the Fund, received to date. No representatives of the Manager or the Sub-Adviser participated in this meeting. Following the April 18, 2023 meeting, the Independent Directors submitted certain questions and requests for
additional information to Fund management. The Independent Directors also met in private sessions with their independent legal counsel to consider the Contract Renewal Information and Fund management’s responses to the Independent
Directors’ questions and requests for additional information in advance of and during the Contract Renewal Meeting. The discussion below reflects all of these reviews.
The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and the Sub-Adviser provides the Fund with
investment sub-advisory services pursuant to the Sub-Advisory Agreement. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and
the investment sub-advisory functions being rendered by the Sub-Adviser pursuant to the Sub-Advisory Agreement.
Board Approval of
Management Agreement and Sub-Advisory Agreement
The Independent Directors were advised by separate independent legal counsel throughout the process.
Prior to voting, the Independent Directors received a memorandum discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreement. The Independent Directors considered the
Management Agreement and Sub-Advisory Agreement separately during the course of their review. In doing so, they noted the respective roles of the Manager and the Sub-Adviser in providing services to the Fund.
In approving the continuation of the Management Agreement and Sub-Advisory Agreement, the Board, including the Independent Directors, considered a variety of factors,
including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the continuation of the Management Agreement and the Sub-Advisory Agreement. Each
Director may have attributed different weight to the various factors in evaluating the Management Agreement and the Sub-Advisory Agreement.
After considering all
relevant factors and information, the Board, exercising its reasonable business judgment, determined that the continuation of the Management Agreement and Sub-Advisory Agreement were in the best interests of the Fund’s shareholders and approved
the continuation of each such agreement for an additional one-year period.
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Western Asset Managed Municipals Fund Inc. |
Nature, Extent and Quality
of the Services under the Management Agreement and Sub-Advisory Agreement
The Board received and considered Contract Renewal Information regarding the
nature, extent, and quality of services provided to the Fund by the Manager and the Sub-Adviser under the Management Agreement and the Sub-Advisory Agreement, respectively, during the past year. The Board noted information received at regular
meetings throughout the year related to the services provided by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Sub-Adviser and the Fund’s other service providers. The
Board observed that the scope of services provided by the Manager and the Sub-Adviser, and of the undertakings required of the Manager and Sub-Adviser in connection with those services, including maintaining and monitoring their respective
compliance programs as well as the Fund’s compliance programs had expanded over time as a result of regulatory, market and other developments. The Board also noted that on a regular basis it received and reviewed information from the Manager
and the Sub-Adviser regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the risks borne by the Manager, the Sub-Adviser and their respective affiliates on
behalf of the Fund, including entrepreneurial, operational, reputational, litigation and regulatory risks, as well as the Manager’s and the Sub-Adviser’s risk management processes.
The Board reviewed the qualifications, backgrounds, and responsibilities of the Manager’s senior personnel and the Sub-Adviser’s portfolio management team
primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources of Franklin Resources, Inc., the parent organization of the
Manager and the Sub-Adviser. The Board recognized the importance of having a fund manager with significant resources.
The Board considered the division of
responsibilities between the Manager and the Sub-Adviser under the Management Agreement and the Sub-Advisory Agreement, respectively, including the Manager’s coordination and oversight of the services provided to the Fund by the Sub-Adviser and
other fund service providers. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of
the delegee.
In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreement, the Board took into account that Fund
stockholders, in pursuing their investment goals and objectives, may have purchased their shares of the Fund based upon the reputation and the investment style, philosophy and strategy of the Manager and the Sub-Adviser, as well as the resources
available to the Manager and the Sub-Adviser.
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Board approval of management and
subadvisory agreements (unaudited) (cont’d)
The Board
concluded that, overall, the nature, extent, and quality of the management and other services provided (and expected to be provided) to the Fund, under the Management Agreement and the Sub-Advisory Agreement were satisfactory.
Fund Performance
The Board received and
considered information regarding Fund performance, including information and analyses (the “Broadridge Performance Information”) for the Fund, as well as for a group of comparable funds (the “Performance Universe”) selected by
Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third-party provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with
the funds included in the Performance Universe. It was noted that while the Board found the Broadridge Performance Information generally useful, they recognized its limitations, including that the data may vary depending on the end date selected,
and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Board also noted that Board members had received and discussed with the Manager and the Sub-Adviser
information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against the Fund’s peers. In addition, the Board considered the Fund’s performance in view of overall financial market
conditions.
The Broadridge Performance Information comparing the Fund’s performance to that of its Performance Universe, consisting of the Fund and all
leveraged closed-end general and insured municipal debt funds classified by Broadridge, regardless of asset size, showed, among other data, that based on net asset value per share, the Fund’s performance was above the median for the 1-, 3-, 5-
and 10-year periods ended December 31, 2022. The Board noted the explanations from the Manager and the Sub-Adviser regarding the Fund’s relative performance versus the Performance Universe for the various periods.
Based on the reviews and discussions of Fund performance and considering other relevant factors, including those noted above, the Board concluded, under the
circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreement for an additional one-year period would be consistent with the interests of the Fund and its stockholders.
Management and Sub-Advisory Fees and Expense Ratios
The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) and the actual management fee (the “Actual Management
Fee”) payable by the Fund to the Manager under the Management Agreement and the sub-advisory fee (the “Sub-Advisory Fee”) payable by the Manager to the Sub-Adviser under the Sub-Advisory Agreement in view of the nature, extent and
overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Adviser, respectively. The Board noted that the Sub-Advisory Fee is paid by the
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Western Asset Managed Municipals Fund Inc. |
Manager, not the Fund, and, accordingly, that the
retention of the Sub-Adviser does not increase the fees or expenses otherwise incurred by the Fund’s stockholders.
In addition, the Board received and
considered information and analyses prepared by Broadridge (the “Broadridge Expense Information”) comparing the Contractual Management Fee and the Actual Management Fee and the Fund’s total actual expenses with those of funds in an
expense group (the “Expense Group”), as well as a broader group of funds, each selected and provided by Broadridge. The comparison was based upon the constituent funds’ latest fiscal years. It was noted that while the Board found the
Broadridge Expense Information generally useful, they recognized its limitations, including that the data may vary depending on the selection of the peer group.
The
Broadridge Expense Information showed that the Fund’s Contractual Management Fee was equal to the median. The Broadridge Expense Information also showed that the Fund’s Actual Management Fee was below the median compared on the basis of
common share assets and was equal to the median compared on the basis of leveraged assets. The Broadridge Expense Information also showed that the Fund’s actual total expenses were below the median based on both common share assets and
leveraged assets. The Board took into account management’s discussion of the Fund’s expenses.
The Board also reviewed Contract Renewal Information
regarding fees charged by the Manager and/or the Sub-Adviser to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Manager reviewed with the
Board the differences in services provided to these different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers, and that the Fund is subject not only to heightened
regulatory requirements relative to institutional clients but also to requirements for listing on the New York Stock Exchange, and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The
Board considered the fee comparisons in view of the different services provided in managing these other types of clients and funds.
The Board considered the overall
management fee, the fees of the Sub-Adviser and the amount of the management fee retained by the Manager after payment of the subadvisory fee in each case in view of the services rendered for those amounts. The Board also received an analysis of
complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
Taking all of the above into
consideration, as well as the factors identified below, the Board determined that the management fee and the Sub-Advisory Fee were reasonable in view of the nature, extent and overall quality of the management, investment advisory and other
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Board approval of management and
subadvisory agreements (unaudited) (cont’d)
services
provided by the Manager and the Sub-Adviser to the Fund under the Management Agreement and the Sub-Advisory Agreement, respectively.
Manager Profitability
The Board, as part of the
Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended September 30, 2022 and September 30, 2021. The Board also
received profitability information with respect to the Franklin Templeton/Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies
used in preparing such profitability data. It was noted that the allocation methodologies had been reviewed by an outside consultant. The profitability to the Sub-Adviser was not considered to be a material factor in the Board’s considerations
since the Sub-Advisory Fee is paid by the Manager, not the Fund, although the Board noted the affiliation of the Manager with the Sub-Adviser. The profitability of the Manager and its affiliates was considered by the Board to be reasonable in view
of the nature, extent and quality of services provided to the Fund.
Economies of Scale
The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted
that because the Fund is a closed-end fund it has limited ability to increase its assets. The Board determined that the management fee structure was appropriate under the circumstances. For similar reasons as stated above with respect to the
Sub-Adviser’s profitability and the costs of the Sub-Adviser’s provision of services, the Board did not consider the potential for economies of scale in the Sub-Adviser’s management of the Fund to be a material factor in the
Board’s consideration of the Sub-Advisory Agreement.
Other Benefits to the Manager and the Sub-Adviser
The Board considered other benefits received by the Manager, the Sub-Adviser and their affiliates as a result of their relationship with the Fund, including the
opportunity to offer additional products and services to the Fund’s shareholders. In view of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Sub-Adviser to the Fund,
the Board considered that the ancillary benefits that the Manager and its affiliates, including the Sub-Adviser, were reasonable.
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Western Asset Managed Municipals Fund Inc. |
Additional information (unaudited)
Information about Directors and Officers
The business and
affairs of Western Asset Managed Municipals Fund Inc. (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o Jane Trust, Franklin
Templeton, 280 Park Avenue, 8th Floor, New York, New York 10017.
Information pertaining to the Directors and officers of the Fund is set forth below. The
Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.
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| Independent Directors† |
|
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| Robert D. Agdern |
|
|
|
|
| Year of birth |
|
1950 |
| Position(s) held with Fund1 |
|
Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III |
| Term of office1 and length of time served |
|
Since 2015 |
| Principal occupation(s) during the past five years |
|
Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General
Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged
with British Petroleum in 1998 forming BP PLC) |
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
19 |
| Other board memberships held by Director during the past five years |
|
None |
|
| Carol L. Colman |
|
|
| Year of birth |
|
1946 |
| Position(s) held with Fund1 |
|
Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class I |
| Term of office1 and length of time served |
|
Since 2006 |
| Principal occupation(s) during the past five years |
|
President, Colman Consulting Company (consulting) |
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
19 |
| Other board memberships held by Director during the past five years |
|
None |
|
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| Western Asset Managed Municipals Fund Inc. |
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59 |
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Additional information
(unaudited) (cont’d)
Information about Directors and Officers
|
|
|
| Independent Directors† (cont’d) |
|
|
|
| Daniel P. Cronin |
|
|
| Year of birth |
|
1946 |
| Position(s) held with Fund1 |
|
Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class II |
| Term of office1 and length of time served |
|
Since 2006 |
| Principal occupation(s) during the past five years |
|
Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004) |
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
19 |
| Other board memberships held by Director during the past five years |
|
None |
|
| Paolo M. Cucchi |
|
|
| Year of birth |
|
1941 |
| Position(s) held with Fund1 |
|
Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I |
| Term of office1 and length of time served |
|
Since 2001 |
| Principal occupation(s) during the past five years |
|
Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014)
at Drew University |
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
19 |
| Other board memberships held by Director during the past five years |
|
None |
|
| William R. Hutchinson* |
|
|
| Year of birth |
|
1942 |
| Position(s) held with Fund1 |
|
Formerly, Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class III |
| Term of office1 and length of time served |
|
Since 1995 |
| Principal occupation(s) during the past five years |
|
President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001) |
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
19 |
| Other board memberships held by Director during the past five years |
|
Director (1994 to 2021) and Non-Executive Chairman of the Board (December 2009 to April 2020), Associated Banc-Corp. (financial services company) |
|
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| 60 |
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Western Asset Managed Municipals Fund Inc. |
|
|
|
| Independent Directors† (cont’d) |
|
| Eileen A. Kamerick** |
|
|
| Year of birth |
|
1958 |
|
|
| Position(s) held with Fund1 |
|
Lead Independent Director and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees, Class II |
|
|
| Term of office1 and length of time served |
|
Since 2013 |
|
|
| Principal occupation(s) during the past five years |
|
Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100 honoree; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, University of Iowa College
of Law (since 2007); formerly, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan
Lokey Foundation (2010 to 2012) |
|
|
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
19 |
|
|
| Other board memberships held by Director during the past five years |
|
Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); Director of Hochschild Mining plc (precious metals company) (since 2016); Director of Associated
Banc-Corp (financial services company) (since 2007); formerly, Trustee of AIG Funds and Anchor Series Trust (2018 to 2021) |
|
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| Nisha Kumar*** |
|
|
|
|
| Year of birth |
|
1970 |
|
|
| Position(s) held with Fund1 |
|
Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of the Audit Committee, Class II |
|
|
| Term of office1 and length of time served |
|
Since 2019 |
|
|
| Principal occupation(s) during the past five years |
|
Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011 to 2021); formerly, Chief Financial Officer and Chief
Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009); Member of the Council of Foreign Relations |
|
|
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
19 |
|
|
| Other board memberships held by Director during the past five years |
|
Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); and Director of The Asia Tigers Fund, Inc. (2016 to
2018) |
|
|
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| Western Asset Managed Municipals Fund Inc. |
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61 |
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Additional information
(unaudited) (cont’d)
Information about Directors and Officers
|
|
|
| Interested Director and Officer |
|
| Jane Trust, CFA2 |
|
|
| Year of birth |
|
1962 |
| Position(s) held with Fund1 |
|
Director, Chairman, President and Chief Executive Officer, Class III |
| Term of office1 and length of time served |
|
Since 2015 |
| Principal occupation(s) during the past five years |
|
Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 127 funds associated with LMPFA or its affiliates (since 2015); President
and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and Senior Vice President of LMPFA
(2015) |
| Number of portfolios in fund complex overseen by Director (including the Fund) |
|
127 |
| Other board memberships held by Director during the past five years |
|
None |
|
|
|
| Additional Officers |
|
| Fred Jensen
Franklin
Templeton 280 Park Avenue, 8th Floor, New
York, NY 10017 |
|
|
| Year of birth |
|
1963 |
| Position(s) held with Fund1 |
|
Chief Compliance Officer |
| Term of office1 and length of time served |
|
Since 2020 |
| Principal occupation(s) during the past five years |
|
Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance
Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds
(investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker- dealer) (2000 to 2003) |
|
| George P. Hoyt
Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT
06902 |
|
|
| Year of birth |
|
1965 |
| Position(s) held with Fund1 |
|
Secretary and Chief Legal Officer |
| Term of office1 and length of time served |
|
Since 2020 |
| Principal occupation(s) during the past five years |
|
Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2020);
formerly, Managing Director (2016 to 2020) and Associate General Counsel for Legg Mason & Co. and Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (2006 to 2020) |
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| 62 |
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Western Asset Managed Municipals Fund Inc. |
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|
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| Additional Officers (cont’d) |
|
| Thomas C. Mandia
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
|
| Year of birth |
|
1962 |
| Position(s) held with Fund1 |
|
Senior Vice President |
| Term of office1 and length of time served |
|
Since 2022 |
| Principal occupation(s) during the past five years |
|
Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its
affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and
Deputy General Counsel of Legg Mason & Co. (2005 to 2020) and Assistant Secretary of certain funds in the fund complex (2006 to 2022) |
|
| Christopher Berarducci
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
|
| Year of birth |
|
1974 |
| Position(s) held with Fund1 |
|
Treasurer and Principal Financial Officer |
| Term of office1 and length of time served |
|
Since 2019 |
| Principal occupation(s) during the past five years |
|
Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg
Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co. |
|
| Jeanne M. Kelly Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
|
| Year of birth |
|
1951 |
| Position(s) held with Fund1 |
|
Senior Vice President |
| Term of office1 and length of time served |
|
Since 2007 |
| Principal occupation(s) during the past five years |
|
U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice
President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015) |
| † |
Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the “1940 Act”). |
| * |
Mr. Hutchinson served as a Director until his passing on October 28, 2022. |
| ** |
Effective November 9, 2022, Ms. Kamerick became Lead Independent Director. |
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| Western Asset Managed Municipals Fund Inc. |
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63 |
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Additional information
(unaudited) (cont’d)
Information about Directors and Officers
| *** |
Effective November 9, 2022, Ms. Kumar became Chair of Audit Committee. |
| 1 |
The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of
the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2024, year 2025 and year 2023, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s
executive officers are chosen each year, to hold office until their successors are duly elected and qualified. |
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Ms. Trust is an “interested person” of the Fund as defined in the 1940 Act because Ms. Trust is an
officer of LMPFA and certain of its affiliates. |
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Annual chief executive officer and principal financial officer
certifications (unaudited)
The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required
annual certification and the Fund also has included the Certifications of the Fund’s CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of
this report.
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Other shareholder communications regarding accounting matters (unaudited)
The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal
accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are
uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
Franklin Resources Inc.
Compliance Department
280 Park Ave, 8th Floor
New York, NY 10017
Complaints may also be submitted by telephone at 1-800-742-5274.
Complaints submitted through this number will be received by the CCO.
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Summary of information regarding the Fund (unaudited)
Investment Objective
The Fund’s investment
objective is to seek as high a level of current income exempt from federal income tax as is consistent with preservation of capital.
When pursuing its investment
objective, the Fund seeks to maximize current income exempt from federal income tax as is consistent with preservation of principal.
Principal Investment Policies and Strategies
The
Fund invests primarily in long-term investment grade municipal debt securities issued by state and local governments, political subdivisions, agencies and public authorities (municipal obligations). The Fund’s policy under normal market
conditions is to invest at least 80% of its total assets in investment grade municipal obligations. This policy is fundamental. All other policies and percentage limitations of the Fund as described below may be modified by the Fund’s board of
directors if, in the reasonable exercise of its business judgment, it determines that modification is necessary or appropriate to carry out the Fund’s investment objective.
The Fund defines municipal obligations to include bonds and notes such as:
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general obligation bonds issued for various public purposes and supported by the municipal issuer’s credit and taxing
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revenue bonds whose principal and interest is payable only from the revenues of a particular project or facility.
Industrial revenue bonds depend on the credit standing of a private issuer and may be subject to the federal alternative minimum tax, or AMT; and |
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notes that are short-term obligations of municipalities or agencies sold in anticipation of a bond sale, collection of
taxes or receipt of other revenues. |
Municipal obligations may have all types of interest rate payment and reset terms, including fixed rate,
floating and variable rate, zero coupon, payment in kind and auction rate features.
Under normal market conditions, the Fund is obligated to invest at least 80% of
its total assets in municipal securities rated, at the time of investment, no lower than BBB, SP-2 or A-1 by S&P or Baa, MIG3 or Prime-1 by Moody’s, or BBB or F1 by Fitch. The Fund may, under normal market conditions, invest up 20% of its
total assets in municipal obligations that are, at the time of investment, rated below investment grade (“high-yield”) by a nationally recognized statistical rating organization (“NRSRO”) or, if unrated, of equivalent quality as
determined by the investment manager. For credit ratings purposes, pre-refunded bonds are deemed to be unrated. Western Asset determines the credit quality of pre-refunded bonds based on the quality of the escrowed collateral and such other factors
as Western Asset deems appropriate.
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The Fund’s policy on the credit quality of its investments apply only at the time of the purchase of a security, and the Fund is not required to dispose of
securities in the event that S&P or Moody’s or any other NRSRO downgrades its assessment of the credit characteristics of a particular issuer or in the event the manager reassesses its view with respect to the credit quality of the issuer
thereof.
In addition, the Fund has the ability to invest in participation interests in municipal bonds, including industrial development bonds, private activity
bonds and floating and variable rate securities. The Fund may also invest in non-appropriation municipal lease obligations.
The Fund may enter into TOB transactions
and may invest in inverse floating rate instruments issued in TOB transactions. In a TOB transaction, the Fund transfers securities (typically municipal bonds or other municipal securities) into a special purpose entity, referred to as a TOB trust.
The TOB trust generally issues floating rate notes to third parties and residual interest TOBs to the Fund. The net proceeds of the sale of the floating rate notes, after expenses, are received by the Fund and may be invested in additional
securities. The residual interest TOBs are inverse floating rate debt instruments (“inverse floaters”), as the return on those bonds is inversely related to changes in a specified interest rate. Distributions on the inverse floaters paid
to the Fund will be reduced or, in the extreme, eliminated as short-term interest rates rise and will increase when such interest rates fall. Floating rate notes issued by a TOB trust may be senior to the inverse floaters held by the Fund. The Fund
may enter into TOB transactions on either a non-recourse or recourse basis. If the Fund invests in a TOB trust on a recourse basis, it will bear the risk of loss with respect to any liquidation of the TOB trust. The Fund will look through to the
underlying securities held by a TOB trust for purposes of calculating compliance with the Fund’s 80% policy. TOB transactions create leverage to the extent the Fund invests the net proceeds of the floating rate notes in additional securities.
The Fund currently intends to segregate or earmark liquid assets or otherwise cover its obligations with respect to its investments in TOB trusts.
The Fund uses
leverage from the offering of preferred stock in an effort to increase the Fund’s income available for distribution to holders of its common stock. Under the 1940 Act, the Fund may use leverage through the issuance of preferred stock in an
aggregate amount of liquidation preference attributable to the preferred stock of up to approximately 50% of the Fund’s total assets less all liabilities and indebtedness not represented by senior securities immediately after such issuance.
The Fund invests with the objective that dividends paid by the Fund may be excluded by shareholders from their gross incomes for federal income tax purposes. A
portion of the Fund’s dividends may be taxable. The Fund may invest without limit in private activity bonds. Income from these bonds may be a special preference item for purposes of the AMT. The Fund may not be a suitable investment if you are
subject to the AMT.
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The Fund is classified as a non-diversified fund
under the Investment Company Act, which means that the Fund is not limited by the Investment Company Act in the proportion of its assets that it may invest in the obligations of a single issuer. The Fund intends to conduct its operations, however,
so as to qualify as a “regulated investment company” for purposes of the Code, which will relieve the Fund of any liability for federal income tax to the extent its earnings are distributed to shareholders. To qualify as a regulated
investment company, the Fund will, among other things, limit its investments so that, at the close of each quarter of its taxable year (1) not more than 25% of the market value of the Fund’s total assets will be invested in the securities
of a single issuer and (2) with respect to 50% of the market value of its total assets, not more than 5% of the market value of its total assets will be invested in the securities of a single issuer.
The Fund may not borrow money, except for temporary or emergency purposes, and then not in amounts that are greater than 15% of total assets (including the amount
borrowed). The Fund also may not buy more securities if the Fund has borrowed money in amounts greater than 5% of net assets.
The Fund generally will not invest
more than 25% of its total assets in any single industry. Governmental issuers of municipal obligations are not considered part of any “industry.” Municipal obligations backed only by the assets and revenues of non-governmental users may
be deemed to be issued by the non-governmental users, and would be subject to the Fund’s 25% industry limitation. The Fund may invest more than 25% of its total assets in a broad segment of the municipal obligations market, if Western Asset
determines that the yields available from obligations in a particular segment of the market justify the additional risks associated with a large investment in the segment. The Fund reserves the right to invest more than 25% of its assets in
industrial development bonds or in issuers located in the same state. If the Fund was to invest more than 25% of its total assets in issuers located in the same state, it would be more susceptible to adverse economic, business or regulatory
conditions in that state.
Municipal obligations are classified as general obligation bonds, revenue bonds and notes. General obligation bonds are secured by the
issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenue derived from a particular facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source, but not from the general taxing power. Notes are short-term obligations of issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other
revenues. Municipal obligations bear fixed, floating and variable rates of interest, and variations exist in the security of municipal obligations, both within a particular classification and between classifications.
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The yields on, and values of, municipal obligations are dependent on a variety of factors, including general economic and monetary conditions, money market factors,
conditions in the municipal obligations markets, size of a particular offering, maturity of the obligation and rating of the issue. Consequently, municipal obligations with the same maturity, coupon and rating may have different yields or values,
whereas obligations of the same maturity and coupon with different ratings may have the same yield or value.
Opinions relating to the validity of municipal
obligations and to the exemption of interest on them from federal income taxes are rendered by bond counsel to the respective issuers at the time of issuance. Neither the Fund nor Western Asset will review the procedures relating to the issuance of
municipal obligations or the basis for opinions of counsel. Issuers of municipal obligations may be subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. In addition, the obligations of
those issuers may become subject to laws enacted in the future by Congress, state legislatures or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of the obligations or upon the
ability of municipalities to levy taxes. The possibility also exists that, as a result of litigation or other conditions, the power or ability of any issuer to pay, when due, the principal of, and interest on its obligations may be materially
affected.
Under normal conditions, the Fund may hold up to 20% of its total assets in cash or money market instruments, including taxable money market instruments
(collectively, “taxable investments”). In addition, the Fund may take a temporary defensive posture and invest without limitation in short-term municipal obligations and taxable investments, upon a determination by the manager that market
conditions warrant such a posture. To the extent the Fund holds taxable investments, the Fund may not be fully achieving its investment objective.
The Fund may
invest in securities of other investment companies. To the extent it does, Fund shareholders will indirectly pay a portion of the operating costs of such companies, in addition to the expenses that the Fund bears directly in connection with its own
operation. Investing in securities issued by other investment companies, including exchange-traded funds that invest primarily in municipal securities, involves risks similar to those of investing directly in the securities in which those investment
companies invest.
Principal Risk Factors
There is no assurance that the Fund will meet its investment objectives. You may lose money on your investment in the Fund. The value of the Fund’s shares may go up
or down, sometimes rapidly and unpredictably. Market conditions, financial conditions of issuers represented in the Fund’s portfolio, investment strategies, portfolio management, and other factors affect the volatility of the Fund’s
shares. An investment in the Fund is not insured or
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guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. The following summarizes the principal risks of investing in the Fund.
Investment and Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire amount that you invest. Your
investment in the Common Stock represents an indirect investment in the fixed income securities and other investments owned by the Fund, most of which could be purchased directly. The value of the Fund’s portfolio securities may move up or
down, sometimes rapidly and unpredictably. At any point in time, your Common Stock may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.
Interest Rate Risk. The Fund expects that under normal market circumstances at least 80% of its assets will consist of investment grade tax-exempt securities, the
market value of which generally varies inversely with changes in prevailing interest rates. The market value of the Fund’s investments will change in response to changes in interest rates and other factors. During periods of declining interest
rates, the values of fixed-income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. The magnitude of these fluctuations is generally greater for securities with longer
maturities. The subadviser’s judgment about interest rate trends may prove to be incorrect.
Tax-Exempt Securities Risks. In general, the secondary
market for tax-exempt securities is less liquid than that for taxable fixed-income securities. Consequently, the ability of the Fund to buy and sell tax-exempt securities may, at any particular time and with respect to any particular securities, be
limited. The amount of information about the financial condition of an issuer of tax-exempt securities may not be as extensive as information about corporations whose securities are publicly traded. Obligations of issuers of tax-exempt securities
may be subject to the provisions of bankruptcy, insolvency and the United States Bankruptcy Code and applicable state laws, which could limit the ability of the Fund to recover payments of principal or interest on such securities.
Certain tax-exempt securities which may be held by the Fund may permit the issuer at its option to “call,” or redeem, its securities. If an issuer were to
redeem tax-exempt securities held by the Fund during a time of declining interest rates, the Fund may realize a capital loss on its investment if the security was purchased at a premium and may not be able to reinvest the proceeds in tax-exempt
securities providing as high a level of investment return as the securities redeemed.
Municipal Securities Risk. Liquidity in the municipal securities market
may vary from time to time. At times of decreased liquidity, the ability of the Fund to buy and sell municipal securities may, with respect to any particular securities, be limited. The amount of
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information about the financial condition of an issuer of municipal securities may not be as extensive as information about corporations whose securities are publicly
traded, and the Fund’s performance may therefore be more dependent on the sub-adviser’s analytical abilities than if the Fund were to invest in stocks or taxable bonds. The secondary market for municipal securities, particularly the below
investment grade municipal securities in which the Fund may invest, also tends to be less developed or liquid than many other securities markets, which may adversely affect the Fund’s ability to sell its municipal securities at attractive
prices.
Obligations of issuers of municipal securities may be subject to the provisions of bankruptcy, insolvency and the United States Bankruptcy Code and
applicable state laws, which could limit the ability of the Fund to recover payments of principal or interest on such securities.
Certain municipal securities which
may be held by the Fund may permit the issuer at its option to “call,” or redeem, its securities. If an issuer were to redeem municipal securities held by the Fund during a time of declining interest rates, the Fund may realize a capital
loss on its investment if the security was purchased at a premium and may not be able to reinvest the proceeds in municipal securities providing as high a level of investment return as the securities redeemed.
Inverse Floating Rate Securities and TOBs Risk. Subject to certain limitations, the Fund may invest in inverse floating rate securities. Typically, inverse
floating rate securities represent beneficial interests in a special purpose trust (sometimes called a “tender option bond trust”) formed by a third party sponsor for the purpose of holding municipal bonds purchased from the Fund or from
another third party. An investment in an inverse floating rate security may involve greater risk than an investment in a fixed-rate bond. Because changes in the interest rate on the underlying security or index inversely affect the residual interest
paid on the inverse floating rate security, the value of an inverse floating rate security is generally more volatile than that of a fixed-rate bond.
Inverse
floating rate securities have interest rate adjustment formulas which generally reduce or, in the extreme, eliminate the interest paid to the Fund when short-term interest rates rise, and increase the interest paid to the Fund when short-term
interest rates fall. Inverse floating rate securities have varying degrees of liquidity, and the market for these securities is relatively volatile. These securities tend to underperform the market for fixed-rate bonds in a rising interest rate
environment, but tend to outperform the market for fixed-rate bonds when interest rates decline. Shifts in long-term interest rates may, however, alter this tendency.
During times of reduced market liquidity, such as at the present, the Fund may not be able to sell municipal securities readily at prices reflecting the values at which
the securities are
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carried on the Fund’s books. Sales of large blocks of municipal securities by market participants, such as the Fund, that are seeking liquidity can further reduce municipal security prices
in an illiquid market. The Fund may seek to make sales of large blocks of municipal securities as part of its investment strategy or it may be required to raise cash to re-collateralize, unwind or “collapse” tender option bond trusts that
issued inverse floating rate securities to the Fund or to make payments to such trusts to enable them to pay for tenders of the short-term securities they have issued if the remarketing agents for those municipal securities are unable to sell the
short-term securities in the marketplace to other buyers (typically tax-exempt money market funds). The Fund’s potential exposure to losses related to or on inverse floating rate securities may increase beyond the value of the Fund’s
inverse floater investments as the Fund may potentially be liable to fulfill all amounts owed to holders of the floating rate certificates.
Although volatile,
inverse floating rate securities typically offer the potential for yields exceeding the yields available on fixed-rate bonds with comparable credit quality, coupon, call provisions and maturity. These securities usually permit the investor to
convert the floating rate to a fixed rate (normally adjusted downward), and this optional conversion feature may provide a partial hedge against rising rates if exercised at an opportune time.
Investment in inverse floating rate securities may amplify the effects of the Fund’s use of leverage. Any economic effect of leverage through the Fund’s
purchase of inverse floating rate securities will create an opportunity for increased Common Stock net income and returns, but may also result in losses if the cost of leverage exceeds the return on the inverse floating rate securities purchased by
the Fund.
TOB transactions expose the Fund to leverage and credit risk, and generally involve greater risk than investments in fixed rate municipal bonds, including
the risk of loss of principal. The interest payments that the Fund would typically receive on inverse floaters acquired in such transactions vary inversely with short-term interest rates and will be reduced (and potentially eliminated) when
short-term interest rates increase. Inverse floaters will generally underperform the market for fixed rate municipal securities when interest rates rise. The value and market for inverse floaters can be volatile, and inverse floaters can have
limited liquidity. Investments in inverse floaters issued in TOB transactions are derivative instruments and, therefore, are also subject to the risks generally applicable to investments in derivatives.
Insurance Risk. The Fund may purchase municipal securities that are secured by insurance, bank credit agreements or escrow accounts. The credit quality of the
companies that provide such credit enhancements will affect the value of those securities. Certain significant providers of insurance for municipal securities have recently incurred significant losses as a result of exposure to sub-prime mortgages
and other lower credit quality investments that have experienced recent defaults or otherwise suffered extreme credit
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deterioration. As a result, such losses have reduced the insurers’ capital and called into question their continued ability to perform their obligations under such
insurance if they are called upon to do so in the future. While an insured municipal security will typically be deemed to have the rating of its insurer, if the insurer of a municipal security suffers a downgrade in its credit rating or the market
discounts the value of the insurance provided by the insurer, the rating of the underlying municipal security will be more relevant and the value of the municipal security would more closely, if not entirely, reflect such rating. In such a case, the
value of insurance associated with a municipal security would decline, and the insurance may not add any value. The insurance feature of a municipal security does not guarantee the full payment of principal and interest through the life of an
insured obligation, the market value of the insured obligation or the net asset value of the Common Stock represented by such insured obligation.
Leverage
Risk. The value of your investment may be more volatile due to the Fund’s leveraged capital structure and use of instruments that have a leveraging effect on the Fund’s portfolio. The Fund may also have to sell assets at inopportune
times to satisfy its obligations created by the use of leverage or derivatives. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the Fund’s
assets.
Special Risks Related to Certain Municipal Securities. The Fund may invest in municipal leases and certificates of participation in such leases.
Municipal leases and certificates of participation involve special risks not normally associated with general obligations or revenue bonds. Leases and installment purchase or conditional sale contracts (which normally provide for title to the leased
asset to pass eventually to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt. The debt issuance
limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of “non-appropriation” clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless
money is appropriated for such purpose by the appropriate governmental body on a yearly or other periodic basis. In addition, such leases or contracts may be subject to the temporary abatement of payments in the event the governmental issuer is
prevented from maintaining occupancy of the leased premises or utilizing the leased equipment. Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of non-appropriation or
foreclosure might prove difficult, time consuming and costly, and may result in a delay in recovering or the failure to fully recover the Fund’s original investment. In the event of non-appropriation, the issuer would be in default and taking
ownership of the assets may be a remedy available to the Fund, although the Fund does not anticipate that such a remedy would normally be pursued. To the extent that the Fund invests in unrated municipal leases or participates in such leases, the
credit
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quality rating and risk of cancellation of such
unrated leases will be monitored on an ongoing basis. Certificates of participation, which represent interests in unmanaged pools of municipal leases or installment contracts, involve the same risks as the underlying municipal leases. In addition,
the Fund may be dependent upon the municipal authority issuing the certificates of participation to exercise remedies with respect to the underlying securities. Certificates of participation also entail a risk of default or bankruptcy, both of the
issuer of the municipal lease and also the municipal agency issuing the certificate of participation.
Alternative Minimum Tax and Taxable Income Risk. The
Fund will qualify to pay “exempt-interest dividends,” which are exempt from regular U.S. federal income tax, for any taxable year only if at least 50% of the value of its assets, as of the close of each quarter of the taxable year,
consists of state or local obligations described in Section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Fund qualifies to pay exempt-interest dividends, it is anticipated that certain of the
Fund’s distributions will nevertheless constitute taxable income. Moreover, a portion of the Fund’s exempt-interest dividends may be subject to federal alternative minimum tax, and all or a portion of such dividends may be subject to state
and local taxation.
A portion of the Fund’s distributions may be taxable to Common Stockholders. In particular, the Fund may use a variety of derivative
instruments and may sell certain fixed-income securities short including, but not limited to, U.S. Treasuries, for investment and/or hedging purposes. To the extent that the Fund utilizes these strategies the Fund could generate taxable income and
gains. Distributions of any capital gain or other taxable income (including gains and “market discount” realized by the Fund on the sale of municipal securities) will be taxable to Common Stockholders. The Fund may not be a suitable
investment for investors subject to the federal alternative minimum tax or who would become subject to such tax by investing in the Fund. The suitability of an investment in Common Stock will depend upon a comparison of the after tax yield likely to
be provided from the Fund with that from comparable tax-exempt investments not subject to the alternative minimum tax, and from comparable fully taxable investments, in light of each such investor’s tax position. Special considerations apply to
corporate investors.
Certain provisions of the Code relating to the issuance of municipal obligations impose restrictions on the volume of municipal obligations
qualifying for federal tax exemption. One effect of these provisions could be to increase the cost of the municipal securities available for purchase by the Fund and thus reduce available yield. Legislative proposals that may further restrict or
eliminate the federal income tax exemption for interest on municipal obligations may be introduced in the future. The value of the Fund’s investments and its net asset value may be adversely affected by changes in tax rates and policies.
Because interest income from municipal securities normally is not subject to regular federal income
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taxation, the attractiveness of municipal securities in relation to other investment alternatives is affected by changes in federal income tax rates or changes in the
tax-exempt status of interest income from municipal securities. Any proposed or actual changes in such rates or exempt status, therefore, can significantly affect the demand for and supply, liquidity and marketability of municipal securities. This
could in turn affect the Fund’s net asset value and ability to acquire and dispose of municipal securities at desirable yield and price levels.
Below
Investment Grade (High Yield or Junk Bond) Securities Risk. The Fund may invest up to 20% of its assets in municipal obligations of below investment grade quality. High yield debt securities are generally subject to greater credit risks than
higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High
yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.
Credit Crisis Liquidity and Volatility Risk. The markets for credit instruments, including fixed income securities, have experienced periods of extreme
illiquidity and volatility. General market uncertainty and consequent repricing risk have led to market imbalances of sellers and buyers, which in turn have also resulted in significant valuation uncertainties in a variety of debt securities,
including certain fixed income securities. These conditions resulted, and in many cases continue to result in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many debt securities remaining illiquid
and of uncertain value. During times of reduced market liquidity, the Fund may not be able to sell securities readily at prices reflecting the values at which the securities are carried on the Fund’s books. Sales of large blocks of securities
by market participants, such as the Fund, that are seeking liquidity can further reduce security prices in an illiquid market. These market conditions may make valuation of some of the Fund’s securities uncertain and/or result in sudden and
significant valuation increases or decreases in its holdings. Illiquidity and volatility in the credit markets may directly and adversely affect the setting of dividend rates on the Common Stock.
Liquidity Risk. The Fund may invest, without limitation, in illiquid securities. Illiquid securities are securities that cannot be disposed of within seven days
in the ordinary course of business at approximately the value at which the Fund has valued the securities. Liquidity risk exists when particular investments are difficult to sell. Securities may become illiquid after purchase by the Fund,
particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing
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markets, and if the Fund is forced to sell these
investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.
Government Intervention in Financial Markets Risk. The
instability in the financial markets has led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme
volatility, and in some cases a lack of liquidity. U.S. federal and state governments and foreign governments, their regulatory agencies or self regulatory organizations may take additional actions that affect the regulation of the securities in
which the Fund invests, or the issuers of such securities, in ways that are unforeseeable. Issuers of corporate fixed income securities might seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the
Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objectives. Western Asset will monitor developments and seek to manage the Fund’s portfolio in a manner
consistent with achieving the Fund’s investment objectives, but there can be no assurance that it will be successful in doing so.
Derivatives Risk. The
Fund may utilize a variety of derivative instruments for investment or risk management purposes, such as options, futures contracts, swap agreements and credit default swaps. Using derivatives can increase Fund losses and reduce opportunities for
gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential
for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund.
Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to
which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S.
government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the
regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.
Effective August 19, 2022, the Fund began operating under Rule 18f-4 under the 1940 Act which, among other things, governs the use of derivative investments and
certain financing transactions (e.g. reverse repurchase agreements) by registered investment companies. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond
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77 |
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Summary of information regarding the Fund (unaudited) (cont’d)
a specified limited amount to apply a value at risk (VaR) based limit to their use of certain derivative instruments and financing transactions and to adopt and
implement a derivatives risk management program. A fund that uses derivative instruments in a limited amount is not subject to the full requirements of Rule 18f-4. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives
more costly, limit their availability or utility, or otherwise adversely affect their performance. Rule 18f-4 may limit the Fund’s ability to use derivatives as part of its investment strategy.
Lending Securities. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delays in recovery of the securities or
possible loss of rights in the collateral should the borrower fail financially. Although voting rights, or rights to consent, with respect to the loaned securities pass to the borrower, the Fund retains the right to call the loans at any time on
reasonable notice, and it will do so in order that the securities may be voted by the Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Fund also may call such loans in order
to sell the securities involved.
Counterparty Risk. The Fund may enter into transactions with counterparties that become unable or unwilling to fulfill their
contractual obligations. There can be no assurance that any such counterparty will not default on its obligations to the Fund. In the event of a counterparty default, the Fund may be hindered or delayed in exercising rights against a counterparty
and may experience significant losses. To the extent that the Fund enters into multiple transactions with a single or small set of counterparties, the Fund will be subject to increased counterparty risk.
Credit Risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or its credit is
downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could
be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately
affected by a default, downgrade or perceived decline in creditworthiness.
Prepayment Risk. Prepayments may cause losses on securities purchased at a
premium. At times, some of the securities in which the Fund may invest may have higher than market interest rates and therefore may be purchased at a premium above their par value. Unscheduled prepayments, which are made at par, may cause the Fund
to experience a loss equal to any unamortized premium. In addition, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest
rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Fund.
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Western Asset Managed Municipals Fund Inc. |
Inflation/Deflation Risk. Inflation risk is
the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Stock and distributions on the
Common Stock can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to stockholders.
Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse affect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a
decline in the value of the Fund’s portfolio.
Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and
unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or
other factors, political developments, armed conflicts, economic sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security
or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, wars, natural disasters and other
circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the fund invests in securities of issuers located in or with significant exposure to the countries or markets directly
affected, the value and liquidity of the fund’s investments may be negatively affected. Following Russia’s recent invasion of Ukraine, Russian stocks lost all, or nearly all, of their market value. Other securities or markets could be
similarly affected by past or future geopolitical or other events or conditions.
For example, the ongoing impact of COVID-19 and its subsequent variants have been
rapidly evolving and have resulted in extreme volatility in the financial markets; reduced liquidity of many instruments; restrictions on international and, in some cases, local travel; significant disruptions to business operations (including
business closures); strained healthcare systems; and disruptions to supply chains, consumer demand and employee availability. Some sectors of the economy and individual issuers have experienced particularly large losses. While in the process of
gradually reversing, these circumstances may continue for an extended period of time and may result in a sustained domestic or even global economic downturn or recession, domestic and foreign political and social instability, damage to diplomatic
and international trade relations and increased volatility and/or decreased liquidity in the securities markets. Developing or emerging market countries may be more impacted by the COVID-19 pandemic as they may have less established health care
systems and may be less able to control or mitigate the effects of the pandemic. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets,
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| Western Asset Managed Municipals Fund Inc. |
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79 |
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Summary of information regarding the Fund (unaudited) (cont’d)
industries and individual issuers, are not known. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, have taken
extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic. This and other government intervention into the economy and financial markets to address the COVID-19 pandemic may not work
as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. Government actions to mitigate the economic impact of the pandemic have resulted in a large expansion of government deficits and
debt, the long term consequences of which are not known. Recently, inflation and interest rates have increased and may rise further. The COVID-19 pandemic could adversely affect the value and liquidity of the fund’s investments, impair the
fund’s ability to satisfy redemption requests, and negatively impact the fund’s performance. In addition, the COVID-19 pandemic, and measures taken to mitigate its effects, could result in disruptions to the services provided to the fund
by its service providers.
Anti-Takeover Provisions Risk. The Fund’s Charter and Bylaws include provisions that are designed to limit the ability of
other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its
primary investment objective. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance,
however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.
Portfolio Turnover Risk. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high
portfolio turnover rate may result in increased transaction costs for the Fund in the form of increased dealer spreads and other transactional costs, which may have an adverse impact on performance. The portfolio turnover rate of the Fund will vary
from year to year, as well as within a year.
Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio.
The subadviser and each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results.
Market Price Discount from Net Asset Value Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is
separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities and may be a greater risk to investors expecting to sell their Common Stock in a relatively short period following
completion of this offering. Whether investors will realize gains or losses upon the sale of the Common Stock will depend not upon the
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| 80 |
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Western Asset Managed Municipals Fund Inc. |
Fund’s net asset value but upon whether the
market price of the Common Stock at the time of sale is above or below the investor’s purchase price for the Common Stock.
Because the market price of the
Common Stock will be determined by factors such as relative supply of and demand for the Common Stock in the market, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether the Common
Stock will trade at, above or below net asset value or at, above or below the initial public offering price. The Fund’s Common Stock is designed primarily for long term investors and you should not view the Fund as a vehicle for trading
purposes.
Temporary Defensive Strategies Risk. When the manager believes a temporary defensive posture in the market is warranted (e.g., times when, in the
manager’s opinion, temporary imbalances of supply and demand or other temporary dislocations in the municipal obligations market adversely affect the price at which municipal obligations are available), and in order to keep cash on hand fully
invested, the Fund may temporarily invest to a substantial degree in high quality, short-term municipal obligations. If these high-quality, short-term municipal obligations are not available or, in the manager’s judgment, do not afford
sufficient protection against adverse market conditions, the Fund may invest in the following taxable securities: obligations of the U.S. Government and its agencies or instrumentalities; other debt securities rated within the four highest
categories by an NRSRO; commercial paper rated in the highest category by an NRSRO; certificates of deposit, time deposits and bankers’ acceptances; or repurchase agreements with respect to any of the foregoing investments or any other
fixed-income securities that the manager considers consistent with such strategy. To the extent the Fund invests in taxable securities, the Fund will not at such times be able to achieve its investment objective of earning income that is exempt from
regular federal income taxes.
LIBOR Risk. The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the
London Interbank Offered Rate, or “LIBOR,” which was the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the U.K. Financial Conduct Authority (“FCA”) announced its intention to cease
compelling banks to provide the quotations needed to sustain LIBOR after 2021. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have
resulted in the establishment of alternative reference rates to LIBOR in most major currencies. In March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not
already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark
replacement recommended by the Federal Reserve Board
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| Western Asset Managed Municipals Fund Inc. |
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81 |
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Summary of information regarding the Fund (unaudited) (cont’d)
effectively automatically replaced the USD LIBOR benchmark in the contract upon LIBOR’s cessation at the end of June 2023. The recommended benchmark replacement is
based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. Various financial industry groups have been planning for the
transition away from LIBOR, but there remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. The transition away from LIBOR may lead to increased volatility and
illiquidity in markets that rely on LIBOR and may adversely affect the Fund’s performance. The transition may also result in a reduction in the value of certain LIBOR-based investments held by the Fund or reduce the effectiveness of related
transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses for the Fund.
Operational Risk. The valuation of the Fund’s investments may be negatively impacted because of the operational risks arising from factors such as processing
errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third party service providers or trading counterparties. It is not possible to identify all
of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.
Valuation Risk. The sales price the Fund could receive for any particular portfolio investment may differ from the Fund’s valuation of the investment,
particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology. These differences may increase significantly and affect Fund investments more broadly during periods of market volatility. The
Fund’s ability to value its investments may be impacted by technological issues and/or errors by pricing services or other third party service providers. The valuation of the Fund’s investments involves subjective judgment.
Cybersecurity Risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or
proprietary information, cause the Fund, LMPFA and Western Asset and/or their service providers to suffer data breaches, data corruption or loss of operational functionality or prevent Fund investors from purchasing, redeeming or exchanging shares
or receiving distributions. The Fund, LMPFA and Western Asset have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification
obligations to the Fund or LMPFA. Cybersecurity incidents may result in financial losses to the Fund and its shareholders, and substantial costs may be incurred in an effort to prevent or mitigate future cybersecurity incidents. Issuers of
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Western Asset Managed Municipals Fund Inc. |
securities in which the Fund invests are also
subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.
More
Information
For a complete list of the Fund’s fundamental investment restrictions and more detailed descriptions of the Fund’s investment
policies, strategies and risks, see the Fund’s registration statement on Form N-2 that was filed with the SEC on May 16, 2002. The Fund’s fundamental investment restrictions may not be changed without the approval of the holders of a
majority of the outstanding voting securities, as defined in the 1940 Act.
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| Western Asset Managed Municipals Fund Inc. |
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83 |
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Dividend reinvestment plan (unaudited)
Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your
Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the
“Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend
paying agent.
If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:
(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the
immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the
net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.
(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of
trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day
following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders;
except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the
Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases,
the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the
day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.
Common Stock in your account will be held by the
Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at P.O. Box 43006, Providence,
RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such
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| 84 |
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Western Asset Managed Municipals Fund Inc. |
withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared
dividend or distribution on the Common Stock.
Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the
Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all
participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this
allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset
value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.
Automatically reinvesting
dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.
The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or
supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any
termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf.
Additional information about the Plan and your account may be obtained from the Plan Agent at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151.
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| Western Asset Managed Municipals Fund Inc. |
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85 |
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Important tax information (unaudited)
By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if
applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the
treatment of these amounts on their tax returns.
The following tax information for the Fund is required to be furnished to shareholders with respect to income
earned and distributions paid during its fiscal year.
The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum
allowable amounts, for the fiscal year ended May 31, 2023:
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Pursuant to: |
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Amount Reported |
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| Qualified Net Interest Income (QII) |
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§871(k)
(1)(C) |
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$17 |
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| Section 163(j) Interest Earned |
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§163(j) |
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$9,535 |
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| 86 |
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Western Asset Managed Municipals Fund Inc. |
Western Asset
Managed Municipals Fund Inc.
Directors
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
Jane Trust
Chairman
Officers
Jane Trust
President and Chief Executive Officer
Christopher Berarducci
Treasurer and Principal Financial Officer
Fred Jensen
Chief Compliance Officer
George P. Hoyt
Secretary and Chief Legal Officer
Thomas C. Mandia
Senior Vice President
Jeanne M. Kelly
Senior Vice President
Western Asset Managed Municipals Fund Inc.
620
Eighth Avenue
47th Floor
New York, NY 10018
Investment manager
Legg Mason Partners Fund
Advisor, LLC
Subadviser
Western Asset
Management Company, LLC
Custodian
The Bank
of New York Mellon
Transfer agent
Computershare Inc.
P.O. Box 43006
Providence, RI 02940-3078
Auction agent
Deutsche Bank
60 Wall Street
New York, NY 10005
Independent registered public accounting
firm
PricewaterhouseCoopers LLP
Baltimore, MD
Legal counsel
Simpson Thacher & Bartlett
LLP
900 G Street NW
Washington, DC 20001
New York Stock Exchange Symbol
MMU
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very
Important to the Legg Mason Funds
This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and
data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include the Western Asset Money Market Funds sold by the Funds’ distributor, Franklin Distributors, LLC, as well as Legg
Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited
to:
• Personal information included on applications or other forms;
•
Account balances, transactions, and mutual fund holdings and positions;
• Bank account information, legal documents, and identity verification documentation;
and
• Online account access user IDs, passwords, security challenge question responses.
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, unless you have authorized the
Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law.
The Funds may disclose information about you to:
| • |
|
Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or
to comply with obligations to government regulators; |
| • |
|
Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business
(such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely
for the Funds; |
| • |
|
Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’
employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
| • |
|
The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary
business, or to comply with obligations to government regulators; |
| • |
|
Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.
|
|
| NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf,
including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to
perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or
required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to
disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain
unchanged.
Keeping You Informed of the Funds’ Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time, they will
notify you promptly if this privacy policy changes.
The Funds’ Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data
security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them,
and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented
to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is
incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by
clicking on the Contact Us section of the Funds’ website at www.franklintempleton.com, or contact the Funds at
1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds.
Revised
October 2022
|
| NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Legg Mason California Consumer Privacy Act Policy
Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain
circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker, dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s)
or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined
by the CCPA).
In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces
of personal information we have collected about you.
You also have the right to request the deletion of the personal information collected or maintained by the
Funds.
If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth
below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described
below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.
We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request
on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other
applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if
suitable and appropriate proof is not provided.
For the 12-month period prior to the date of this Privacy Policy, the Legg
Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.
Contact Information
Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202
Email: DataProtectionOfficer@franklintempleton.com
Phone: 1-800-396-4748
Revised October 2022
|
| NOT PART OF THE ANNUAL REPORT |
Western Asset Managed Municipals Fund Inc.
Western Asset Managed Municipals Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market
prices, shares of its stock.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first
and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.
To obtain information on Form N-PORT, shareholders can call the Fund at 1-888-777-0102.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th
of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton’s website,
which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate
Franklin Templeton’s website in this report.
This report is transmitted to the shareholders of Western Asset Managed Municipals Fund Inc. for their information.
This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Computershare
Inc.
P.O. Box 43006
Providence, RI 02940-3078
WASX010003 07/23 SR23-4690
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 Directors of the registrant has determined that Eileen A. Kamerick and Nisha Kumar, are the members 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”.
| ITEM 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending May 31, 2022 and May 31, 2023 (the
“Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by
the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $46,116 in May 31, 2022 and $46,116 in May 31, 2023.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are
reasonably related to the performance of the Registrant’s financial statements were $0 in May 31, 2022 and $0 in May 31, 2023.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance,
tax advice and tax planning (“Tax Services”) were $9,750 in May 31, 2022 and $9,750 in May 31, 2023. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S.
federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or
proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to service affiliates during the Reporting
Periods that required pre-approval by the Audit Committee.
(d) All Other Fees. The
aggregate fees for 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 Western Asset Managed Municipals Fund Inc.
were $0 in May 31, 2022 and $0 in May 31, 2023.
All Other Fees. There were no other
non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing
services to Western Asset Managed Municipals Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the
Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all
audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent
auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other
than by the full Committee.
The Committee shall not approve non-audit services that
the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services
(including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the
Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems
design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal
audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any
other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit
services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under
common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the
permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services
to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time
of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the
audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not
applicable.
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset
Managed Municipals Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Managed Municipals Fund Inc. during the reporting period were $343,489 in May 31,
2022 and $350,359 in May 31, 2023.
(h) Yes. Western Asset Managed Municipals Fund Inc.’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 Western Asset Managed Municipals Fund Inc. or to Service Affiliates, which
were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not
applicable.
| ITEM 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of
the Exchange Act. The Audit Committee consists of the following Board members:
Robert D. Agdern
Carol L. Colman
Daniel P.
Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
b) Not applicable
| ITEM 6. |
SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
| ITEM 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES |
Western Asset Management Company, LLC
Proxy Voting Policies and Procedures
NOTE
The policy below relating to proxy
voting and corporate actions is a global policy for Western Asset Management Company, LLC (“Western Asset” or the “Firm”) and all Western Asset affiliates, including Western Asset Management Company Limited (“Western Asset
Limited”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), as applicable. As compliance with the policy is monitored by Western Asset,
the policy has been adopted from the US Compliance Manual and all defined terms are those defined in the US Compliance Manual rather than the compliance manual of any other Western Asset affiliate.
BACKGROUND
An investment adviser is
required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and Rule
206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents.
In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of
Labor has determined that the responsibility for these votes lies with the investment manager.
POLICY
As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and
procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. In
addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the
Department of Labor has determined that the responsibility for these votes lies with the investment manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting
standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant
facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin
Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
PROCEDURES
Responsibility and Oversight
The Regulatory Affairs Group is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated
through the Corporate Actions area of Investment Operations Group (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable
guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account start-up for proxy voting
instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Regulatory
Affairs Group maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf
of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are
notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel
other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Regulatory Affairs Group for coordination and the following
actions:
| |
• |
|
Proxies are reviewed to determine accounts impacted. |
| |
• |
|
Impacted accounts are checked to confirm Western Asset voting authority. |
| |
• |
|
The Regulatory Affairs Group reviews proxy issues to determine any material conflicts of interest. (See Conflicts
of Interest section of these procedures for further information on determining material conflicts of interest.) |
| |
• |
|
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by
applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to
notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party. |
| |
• |
|
The Regulatory Affairs Group provides proxy material to the appropriate research analyst or portfolio manager to
obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in
these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is
documented and maintained by the Regulatory Affairs Group. |
| |
• |
|
Portfolio Compliance Group votes the proxy pursuant to the instructions received in (d) or (e) and returns
the voted proxy as indicated in the proxy materials. |
Timing
Western Asset’s Legal and Compliance Department personnel act in such a manner to ensure that, absent special circumstances, the proxy
gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to Rule 204-2 of the Advisers Act and ERISA
DOL Bulletin 94-2. These records include:
| |
• |
|
A copy of Western Asset’s proxy voting policies and procedures. |
| |
• |
|
Copies of proxy statements received with respect to securities in client accounts. |
| |
• |
|
A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
|
| |
• |
|
Each written client request for proxy voting records and Western Asset’s written response to both verbal and
written client requests. |
| |
2. |
Exchange ticker symbol of the issuer’s shares to be voted; |
| |
3. |
Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be
voted; |
| |
4. |
A brief identification of the matter voted on; |
| |
5. |
Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
| |
6. |
Whether a vote was cast on the matter; |
| |
7. |
A record of how the vote was cast; and |
| |
8. |
Whether the vote was cast for or against the recommendation of the issuer’s management team.
|
Records are maintained in an easily accessible place for a period of not less than five (5) years with the first
two (2) years in Western Asset’s offices.
Disclosure
Western Asset’s proxy policies and procedures are described in the Firm’s Form ADV Part 2A. Clients are provided with a copy of these
policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.
Conflicts of
Interest
All proxies are reviewed by the Regulatory Affairs Group for material conflicts of interest. Issues to be reviewed include,
but are not limited to:
| |
1. |
Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages
assets for the company or an employee group of the company or otherwise has an interest in the company; |
| |
2. |
Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst
responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a
participant in a proxy contest; and |
| |
3. |
Whether there is any other business or personal relationship where a Voting Person has a personal interest in
the outcome of the matter before shareholders. |
Voting Guidelines
Western Asset’s substantive voting decisions are based on the particular facts and circumstances of each proxy vote and are evaluated by
the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in
which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or
investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where
Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.
Guidelines are
grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders
for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
| I. |
Board Approved Proposals |
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and
recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More
specific guidelines related to certain board-approved proposals are as follows:
| |
1. |
Matters relating to the Board of Directors |
Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters
relating to the board of directors with the following exceptions:
| |
a. |
Votes are withheld for the entire board of directors if the board does not have a majority of independent
directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
| |
b. |
Votes are withheld for any nominee for director who is considered an independent director by the company and
who has received compensation from the company other than for service as a director. |
| |
c. |
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings
without valid reasons for absences. |
| |
d. |
Votes are cast on a
case-by-case basis in contested elections of directors. |
| |
2. |
Matters relating to Executive Compensation |
Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are
cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
| |
a. |
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for
stock option plans that will result in a minimal annual dilution. |
| |
b. |
Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater
options. |
| |
c. |
Western Asset votes against stock option plans that permit issuance of options with an exercise price below the
stock’s current market price. |
| |
d. |
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for
employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
| |
3. |
Matters relating to Capitalization |
The Management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market
conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes
to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
| |
a. |
Western Asset votes for proposals relating to the authorization of additional common stock.
|
| |
b. |
Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
|
| |
c. |
Western Asset votes for proposals authorizing share repurchase programs. |
| |
4. |
Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions |
Western Asset votes these issues on a case-by-case basis on
board-approved transactions.
| |
5. |
Matters relating to Anti-Takeover Measures |
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
| |
a. |
Western Asset votes on a
case-by-case basis on proposals to ratify or approve shareholder rights plans. |
| |
b. |
Western Asset votes on a
case-by-case basis on proposals to adopt fair price provisions. |
| |
6. |
Other Business Matters |
Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying
the appointment of auditors and procedural matters relating to the shareholder meeting.
| |
a. |
Western Asset votes on a
case-by-case basis on proposals to amend a company’s charter or bylaws. |
| |
b. |
Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
|
| |
7. |
Reporting of Financially Material Information |
Western Asset generally believes issuers should disclose information that is material to their business. This principle extends to
Environmental, Social and Governance matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle.
| II. |
Shareholder Proposals |
SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to
change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder
proposals, except as follows:
| |
1. |
Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
|
| |
2. |
Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting
guidelines for board-approved proposals. |
| |
3. |
Western Asset votes on a
case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
Environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that
seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
| III. |
Voting Shares of Investment Companies |
Western Asset may utilize shares of open or closed-end investment companies to implement its investment
strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
| |
1. |
Western Asset votes on a
case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the
role the fund plays in the clients’ portfolios. |
| |
2. |
Western Asset votes on a
case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter
investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
| IV. |
Voting Shares of Foreign Issuers |
In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e.
issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate
governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
| |
1. |
Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of
management. |
| |
2. |
Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit
and compensation committees. |
| |
3. |
Western Asset votes for shareholder proposals that implement corporate governance standards similar to those
established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
| |
4. |
Western Asset votes on a
case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not
have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights. |
| V. |
Environmental, Social and Governance Matters |
Western Asset considers ESG matters as part of the overall investment process where appropriate. The Firm seeks to identify and consider
material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and
strategies involved.
As a general proposition, Western Asset votes to encourage disclosure of information material to their business.
This principle extends to ESG matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not
be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.
As a general matter, Western Asset votes to encourage management and governance practices that enhance the strength of the issuer, build value
for investors, and mitigate risks that might threaten their ability to operate and navigate competitive pressures.
Targeted environmental
or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed
more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
Situations
can arise in which different clients and strategies have explicit ESG objectives beyond generally taking into account material ESG risks. Votes may be cast for such clients with the ESG objectives in mind. Votes involving ESG proposals that are not
otherwise addressed in this policy will be voted on a case-by-case basis consistent with the Firm’s fiduciary duties to its clients, the potential consequences to
the investment thesis for that issuer, and the specific facts and circumstances of each proposal.
Retirement Accounts
For accounts subject to ERISA, as well as other retirement accounts, Western Asset is presumed to have the responsibility to vote proxies for
the client. The Department of Labor has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another
named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the Department of Labor has determined that the responsibility remains with the investment manager.
In order to comply with the Department of Labor’s position, Western Asset will be presumed to have the obligation to vote proxies for its retirement
accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf
of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the retirement account client and in accordance with any proxy voting guidelines provided by the
client.
| ITEM 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
(a)(1):
|
|
|
|
|
| NAME AND ADDRESS |
|
LENGTH OF TIME SERVED |
|
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
| S. Kenneth Leech Western Asset
385 East Colorado Blvd. Pasadena, CA 91101 |
|
Since 2014 |
|
Responsible for the day-to-day management with other members
of the Fund’s portfolio management team; Chief Investment Officer of Western Asset from 1998 to 2008 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co-
Chief Investment Officer of Western Asset from 2013-2014. |
| David Fare Western Asset
385 East Colorado Blvd. Pasadena, CA 91101 |
|
Since 2004 |
|
Responsible for the day-to-day management with other members
of the Fund’s portfolio management team; portfolio manager at Western Asset since 2005; prior to that time, Mr. Fare was with Citigroup Asset Management or one of its affiliates since 1989.
|
| Robert Amodeo Western Asset
385 East Colorado Blvd. Pasadena, CA 91101 |
|
Since 2007 |
|
Responsible for the day-to-day management with other members
of the Fund’s portfolio management team; portfolio manager at Western Asset since 2005; prior to that time, Mr. Amodeo was a Managing Director and portfolio manager with Salomon Brothers Asset Management Inc from 1992 to 2005.
|
| John Mooney Western Asset
385 East Colorado Blvd. Pasadena, CA 91101 |
|
Since
March 31, 2023 |
|
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; portfolio manager at Western Asset since
2005; prior to that time, Mr. Mooney was with Citigroup Asset Management, AIG/SunAmerica, and First Investors Management Company. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all
information is provided as of May 31, 2023.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment
vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name of PM |
|
Type of Account |
|
Number of
Accounts
Managed |
|
|
Total Assets
Managed |
|
|
Number of
Accounts
Managed for
which
Advisory
Fee
is Performance -Based |
|
Assets
Managed for
which
Advisory Fee is
Performance-
Based |
| S. Kenneth Leech‡ |
|
Other Registered Investment Companies |
|
|
94 |
|
|
$ |
135.65 billion |
|
|
None |
|
None |
| |
Other Pooled Vehicles |
|
|
316 |
|
|
$ |
67.52 billion |
|
|
27 |
|
$2.76 billion |
| |
Other Accounts |
|
|
617 |
|
|
$ |
185.42 billion |
|
|
25 |
|
$14.10 billion |
| Robert E. Amodeo‡ |
|
Other Registered Investment Companies |
|
|
19 |
|
|
$ |
9.93 billion |
|
|
None |
|
None |
| |
Other Pooled Vehicles |
|
|
4 |
|
|
$ |
1.29 billion |
|
|
None |
|
None |
| |
Other Accounts |
|
|
13 |
|
|
$ |
4.26 billion |
|
|
None |
|
None |
| David T. Fare ‡ |
|
Other Registered Investment Companies |
|
|
17 |
|
|
$ |
9.46 billion |
|
|
None |
|
None |
| |
Other Pooled Vehicles |
|
|
4 |
|
|
$ |
1.29 billion |
|
|
None |
|
None |
| |
Other Accounts |
|
|
13 |
|
|
$ |
4.26 billion |
|
|
None |
|
None |
| John Mooney‡ |
|
Other Registered Investment Companies |
|
|
17 |
|
|
$ |
8.69 billion |
|
|
None |
|
None |
| |
Other Pooled Vehicles |
|
|
4 |
|
|
$ |
1.29 billion |
|
|
None |
|
None |
| |
Other Accounts |
|
|
13 |
|
|
$ |
4.26 billion |
|
|
None |
|
None |
| ‡ |
The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management
Company (“Western Asset”). Mr. Leech is involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach
that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This
structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members. |
(a)(3):
Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly
impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest
related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may
not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the
portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The
Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the
same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their
duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the
Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed
separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible
detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or
other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host
entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except
those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall
trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is
compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish
broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance
monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing
client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE
3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional
Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system
assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the
external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with
those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal
factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the
Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The
Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible
for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when
making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s
business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in
recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by the named investment professional as of May 31, 2023.
|
|
|
|
|
| Portfolio Manager(s) |
|
Dollar Range of
Portfolio
Securities
Beneficially
Owned |
|
| S. Kenneth Leech |
|
|
A |
|
| David T. Fare |
|
|
A |
|
| Robert Amodeo |
|
|
A |
|
| John Mooney |
|
|
A |
|
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
| ITEM 9. |
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
| ITEM 10. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
| ITEM 11. |
CONTROLS AND PROCEDURES. |
| |
(a) |
The registrant’s principal executive officer and principal financial officer have concluded that the
registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of
the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| |
(b) |
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.
|
| ITEM 12. |
DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT
INVESTMENT COMPANIES. |
Not applicable
(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.
|
|
|
| Western Asset Managed Municipals Fund Inc. |
|
|
| By: |
|
/s/ Jane Trust |
|
|
Jane Trust |
|
|
Chief Executive Officer |
Date: July 26, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
| By: |
|
/s/ Jane Trust |
|
|
Jane Trust |
|
|
Chief Executive Officer |
Date: July 26, 2023
|
|
|
| By: |
|
/s/ Christopher Berarducci |
|
|
Christopher Berarducci |
|
|
Principal Financial Officer |
Date: July 26, 2023
Code of Conduct for Principal Executive and Financial Officers (SOX)
Covered Officers and Purpose of the Code
The Funds’
code of ethics (the “Code”) for investment companies within the Legg Mason family of mutual funds (each a “Fund,” and collectively, the “Funds”) applies to each Fund’s Principal Executive Officer, Principal
Financial Officer, and Controller (the “Covered Officers”) for the purpose of promoting:
| |
• |
|
honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between
personal and professional relationships; |
| |
• |
|
full, fair, accurate, timely and understandable disclosure in reports and documents a registrant files with, or
submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Funds; |
| |
• |
|
compliance with applicable laws and governmental rules and regulations; |
| |
• |
|
prompt internal reporting of Code violations to appropriate persons identified in the Code; and
|
| |
• |
|
accountability for adherence to the Code. |
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
Covered Officers Should Ethically Handle Actual and Apparent Conflicts of Interest
A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, a Fund.
For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with a Fund.
Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in
the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the
purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. The Funds’ and the investment advisers’ compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between
a Fund and an investment adviser of which Covered Officers are also officers or employees. As a result, this Code recognizes Covered Officers will, in the normal course of their duties (whether formally for a Fund or for the adviser, or for both),
be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the Funds. The participation of Covered Officers in such activities is inherent in the contractual relationship between
a Fund and an adviser and is consistent with the performance by Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such
activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Directors/Trustees (“Boards”) that Covered Officers may also be officers or employees of one or more other investment
companies covered by this or other codes and that such service, by itself does not give rise to a conflict of interest.
Other conflicts of interest are
covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers
should keep in mind these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.
Each Covered Officer must:
| |
• |
|
not use his or her personal influence or personal relationships improperly to influence investment decisions or
financial reporting by a Fund; |
| |
• |
|
not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered
Officer rather than the benefit the Fund; and, |
| |
• |
|
not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade
personally or cause others to trade personally in contemplation of the market effect of such transactions. |
There are some actual or
potential conflict of interest situations that, if material, should always be discussed with the Chief Compliance Officer (“CCO”) or designate that has been appointed by the Board of the Funds. Examples of these include:
| |
• |
|
service as a director on the board of any public company (other than the Funds or their investment advisers or
any affiliated person thereof); |
| |
• |
|
the receipt of any non-nominal gifts (i.e., in excess of $100); |
| |
• |
|
the receipt of any entertainment from any company with which a Fund has current or prospective business dealings
unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; |
| |
• |
|
any ownership interest in, or any consulting or employment relationship with, any of the Funds’ service
providers (other than their investment advisers, or principal underwriter, or any affiliated person thereof); |
| |
• |
|
a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for
effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership. |
Disclosure and Compliance
Each Covered Officer should:
| |
• |
|
familiarize him or herself with the disclosure requirements generally applicable to the Funds;
|
| |
• |
|
not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or
outside the Fund, including to the Fund’s Directors/Trustees and auditors, and to governmental regulators and self-regulatory organizations; and |
| |
• |
|
to the extent appropriate within his or her area of responsibility, consult with other officers and employees of
the Funds and the advisers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds.
|
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws,
rules and regulations.
Reporting and Accountability
Each Covered Officer must:
| |
• |
|
upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to
the Board that he or she has received, read, and understands the Code; |
| |
• |
|
annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;
|
| |
• |
|
not retaliate against any other Covered Officer or any employee of the Funds or their advisers or any affiliated
persons thereof or service providers of the Funds for reports of potential violations that are made in good faith; |
| |
• |
|
notify the CCO promptly if he or she knows of any violation of this Code, of which failure to do so is itself a
violation; and |
| |
• |
|
report at least annually, if necessary, any employment position, including officer or directorships, held by the
Covered Officer or any immediate family member of a Covered Officer with affiliated persons of or Service Providers to the Funds. |
The
CCO is responsible for applying this Code to specific situations in which questions are presented and has the authority to interpret this Code in any particular situation. However, approvals or waivers sought by a Covered Officer will be considered
by the Compliance Committee or Audit Committee, (the “Committee”) responsible for oversight of the Fund’s code of ethics under Rule 17j-1 under the Investment Company Act. If a Covered Officer seeking an approval or waiver sits on the
Committee, the Covered Person shall recuse him or herself from any such deliberations. Any approval or waiver granted by the Committee will be reported promptly to the Chair of the Audit Committees of the Funds.
The Funds will follow these procedures in investigating and enforcing this Code:
| |
• |
|
the CCO will take all appropriate action to investigate any potential violations reported to him, which actions
may include the use of internal or external counsel, accountants or other personnel; |
| |
• |
|
if, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take
any further action; |
| |
• |
|
any matter that the CCO believes is a violation will be reported to the Committee; |
| |
• |
|
if the Committee concurs that a violation has occurred, it will inform the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;
|
| |
• |
|
the Committee will be responsible for granting waivers, as appropriate; and, |
| |
• |
|
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
|
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable
to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of Covered
Officers subject to this Code, they are superseded by this Code to the extent they overlap or conflict with the provisions of this Code. The Funds’ and their investment advisers’ and principal underwriter’s codes of ethics under Rule
17j-1 under the Investment Company Act are separate requirements applying to Covered Officers and others, and are not part of this Code.
Confidentiality
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except
as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and Fund counsel, and the board of Directors/Trustees and fund counsel of any other investment company for whom a Covered
Officer serves in a similar capacity.
Annual Report
No less than annually, the CCO shall provide the Board with a written report describing any issues having arisen since the prior year’s report.
Internal Use
This Code is intended solely for the
internal use by the Funds and does not constitute an admission by or on behalf of any Fund, as to any fact, circumstance or legal consideration.
CERTIFICATIONS PURSUANT TO SECTION 302
EX-99.CERT
CERTIFICATIONS
I, Jane Trust certify that:
| 1. |
I have reviewed this report on Form N-CSR of Western Asset Managed Municipals Fund Inc.;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report; |
| 4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and
have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared; |
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
| |
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| |
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. |
The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting. |
|
|
|
|
|
|
|
| Date: July 26, 2023 |
|
|
|
|
|
/s/ Jane Trust |
|
|
|
|
|
|
Jane Trust |
|
|
|
|
|
|
Chief Executive Officer |
CERTIFICATIONS
I, Christopher Berarducci, certify that:
| 1. |
I have reviewed this report on Form N-CSR of Western Asset Managed Municipals Fund Inc.;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial information included in this report, and the financial statements on which
the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report; |
| 4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and
have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared; |
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
| |
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| |
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. |
The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting. |
|
|
|
|
|
|
|
| Date: July 26, 2023 |
|
|
|
|
|
/s/ Christopher Berarducci |
|
|
|
|
|
|
Christopher Berarducci |
|
|
|
|
|
|
Principal Financial Officer |
CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT
CERTIFICATION
Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of Western Asset Managed Municipals Fund
Inc. (the “Registrant”), each certify to the best of their knowledge that:
1. The Registrant’s periodic report on Form
N-CSR for the period ended May 31, 2023 the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of
the Registrant.
|
|
|
| Chief Executive Officer |
|
Principal Financial Officer |
| Western Asset Managed Municipals Fund Inc. |
|
Western Asset Managed Municipals Fund Inc. |
|
|
|
|
|
|
|
|
| /s/ Jane Trust |
|
|
|
/s/ Christopher Berarducci |
| Jane Trust |
|
|
|
Christopher Berarducci |
| Date: July 26, 2023 |
|
|
|
Date: July 26, 2023 |
This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and
is not being filed as part of the Form N-CSR with the Commission.
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