|
|
|
|
|
|
|
Assets:
|
|
|
|
|
Investments, at value (Cost $943,998,574)
|
|
$
|
1,032,116,546
|
|
Cash
|
|
|
75,949
|
|
Interest receivable
|
|
|
13,088,867
|
|
Receivable for securities sold
|
|
|
6,312,540
|
|
Receivable for Fund shares sold
|
|
|
742,721
|
|
Receivable from broker variation margin on open futures contracts
|
|
|
27,000
|
|
Prepaid expenses
|
|
|
49,170
|
|
Total Assets
|
|
|
1,052,412,793
|
|
|
|
Liabilities:
|
|
|
|
|
Payable for Fund shares repurchased
|
|
|
2,541,839
|
|
Investment management fee payable
|
|
|
443,189
|
|
Distributions payable
|
|
|
359,910
|
|
Service and/or distribution fees payable
|
|
|
194,476
|
|
Trustees fees payable
|
|
|
4,882
|
|
Accrued expenses
|
|
|
250,730
|
|
Total Liabilities
|
|
|
3,795,026
|
|
Total Net Assets
|
|
$
|
1,048,617,767
|
|
|
|
Net
Assets:
|
|
|
|
|
Par value (Note 7)
|
|
$
|
736
|
|
Paid-in capital in excess of par value
|
|
|
961,827,926
|
|
Undistributed net investment income
|
|
|
1,412,853
|
|
Accumulated net realized loss on investments and futures contracts
|
|
|
(2,693,534)
|
|
Net unrealized appreciation on investments and futures contracts
|
|
|
88,069,786
|
|
Total Net Assets
|
|
$
|
1,048,617,767
|
|
|
|
Shares
Outstanding:
|
|
|
|
|
Class A
|
|
|
55,218,336
|
|
Class B
|
|
|
770,057
|
|
Class C
|
|
|
10,159,912
|
|
Class I
|
|
|
7,501,226
|
|
|
|
Net Asset
Value:
|
|
|
|
|
Class A (and redemption price)
|
|
|
$14.24
|
|
Class B*
|
|
|
$14.23
|
|
Class C*
|
|
|
$14.23
|
|
Class I (and redemption price)
|
|
|
$14.23
|
|
Maximum Public Offering
Price Per Share:
|
|
|
|
|
Class A (based on maximum initial sales charge of 4.25%)
|
|
|
$14.87
|
|
*
|
Redemption price per share is NAV of Class B and C shares reduced by a 4.50% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase
payment (See Note 2).
|
See
Notes to Financial Statements.
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
21
|
|
Statement of operations
For the Year Ended March 31, 2013
|
|
|
|
|
|
|
Investment
Income:
|
|
|
|
|
Interest
|
|
$
|
46,558,825
|
|
|
|
Expenses:
|
|
|
|
|
Investment management fee (Note 2)
|
|
|
5,368,836
|
|
Service and/or distribution fees (Notes 2 and 5)
|
|
|
2,335,136
|
|
Transfer agent fees (Note 5)
|
|
|
310,647
|
|
Legal fees
|
|
|
115,071
|
|
Fund accounting fees
|
|
|
97,128
|
|
Registration fees
|
|
|
64,227
|
|
Audit and tax
|
|
|
41,452
|
|
Shareholder reports
|
|
|
39,189
|
|
Insurance
|
|
|
21,583
|
|
Trustees fees
|
|
|
17,731
|
|
Custody fees
|
|
|
5,713
|
|
Miscellaneous expenses
|
|
|
10,807
|
|
Total Expenses
|
|
|
8,427,520
|
|
Less: Fee waivers and/or expense reimbursements (Notes 2 and 5)
|
|
|
(10,369)
|
|
Net Expenses
|
|
|
8,417,151
|
|
Net Investment Income
|
|
|
38,141,674
|
|
|
|
Realized and Unrealized
Gain (Loss) on Investments and
Futures Contracts (Notes 1, 3 and 4):
|
|
|
|
|
Net Realized Gain (Loss) From:
|
|
|
|
|
Investment transactions
|
|
|
6,473,322
|
|
Futures contracts
|
|
|
(2,489,251)
|
|
Net Realized Gain
|
|
|
3,984,071
|
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
|
|
|
Investments
|
|
|
8,296,947
|
|
Futures contracts
|
|
|
(48,186)
|
|
Change in Net Unrealized Appreciation (Depreciation)
|
|
|
8,248,761
|
|
Net Gain on Investments and Futures Contracts
|
|
|
12,232,832
|
|
Increase in Net Assets from Operations
|
|
$
|
50,374,506
|
|
See Notes to Financial
Statements.
|
|
|
22
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Statements of changes in net assets
|
|
|
|
|
|
|
|
|
For the Years Ended March 31,
|
|
2013
|
|
|
2012
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
38,141,674
|
|
|
$
|
39,228,370
|
|
Net realized gain
|
|
|
3,984,071
|
|
|
|
2,965,609
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
8,248,761
|
|
|
|
80,140,863
|
|
Increase in Net Assets From Operations
|
|
|
50,374,506
|
|
|
|
122,334,842
|
|
|
|
|
Distributions to
Shareholders From (Notes 1 and 6):
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(37,829,667)
|
|
|
|
(38,909,656)
|
|
Decrease in Net Assets From Distributions to
Shareholders
|
|
|
(37,829,667)
|
|
|
|
(38,909,656)
|
|
|
|
|
Fund Share Transactions
(Note 7):
|
|
|
|
|
|
|
|
|
Net proceeds from sale of shares
|
|
|
178,806,450
|
|
|
|
208,444,726
|
|
Reinvestment of distributions
|
|
|
33,804,006
|
|
|
|
34,865,501
|
|
Cost of shares repurchased
|
|
|
(204,863,088)
|
|
|
|
(167,583,096)
|
|
Increase in Net Assets From Fund Share Transactions
|
|
|
7,747,368
|
|
|
|
75,727,131
|
|
Increase in Net Assets
|
|
|
20,292,207
|
|
|
|
159,152,317
|
|
|
|
|
Net
Assets:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
1,028,325,560
|
|
|
|
869,173,243
|
|
End of year*
|
|
$
|
1,048,617,767
|
|
|
$
|
1,028,325,560
|
|
* Includes undistributed net investment income of:
|
|
|
$1,412,853
|
|
|
|
$937,458
|
|
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
23
|
|
Financial highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of each class of beneficial interest outstanding throughout each year ended March 31:
|
|
Class A Shares
1
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
|
$14.07
|
|
|
|
$12.85
|
|
|
|
$13.60
|
|
|
|
$12.90
|
|
|
|
$13.11
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.52
|
|
|
|
0.58
|
|
|
|
0.58
|
|
|
|
0.57
|
|
|
|
0.58
|
|
Net realized and unrealized gain (loss)
|
|
|
0.17
|
|
|
|
1.21
|
|
|
|
(0.74)
|
|
|
|
0.69
|
|
|
|
(0.22)
|
|
Total income (loss) from operations
|
|
|
0.69
|
|
|
|
1.79
|
|
|
|
(0.16)
|
|
|
|
1.26
|
|
|
|
0.36
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.52)
|
|
|
|
(0.57)
|
|
|
|
(0.59)
|
|
|
|
(0.56)
|
|
|
|
(0.57)
|
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
(0.00)
|
2
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.52)
|
|
|
|
(0.57)
|
|
|
|
(0.59)
|
|
|
|
(0.56)
|
|
|
|
(0.57)
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
|
$14.24
|
|
|
|
$14.07
|
|
|
|
$12.85
|
|
|
|
$13.60
|
|
|
|
$12.90
|
|
Total return
3
|
|
|
4.91
|
%
|
|
|
14.20
|
%
|
|
|
(1.29)
|
%
|
|
|
9.96
|
%
|
|
|
2.89
|
%
|
|
|
|
|
|
|
Net assets, end of year
(millions)
|
|
|
$786
|
|
|
|
$778
|
|
|
|
$661
|
|
|
|
$784
|
|
|
|
$640
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
0.71
|
%
|
|
|
0.71
|
%
|
|
|
0.71
|
%
|
|
|
0.70
|
%
|
|
|
0.68
|
%
|
Net expenses
4
|
|
|
0.71
|
|
|
|
0.71
|
|
|
|
0.71
|
|
|
|
0.70
|
|
|
|
0.68
|
5,6
|
Net investment income
|
|
|
3.62
|
|
|
|
4.25
|
|
|
|
4.35
|
|
|
|
4.26
|
|
|
|
4.50
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
11
|
%
|
|
|
8
|
%
|
|
|
21
|
%
|
|
|
15
|
%
|
|
|
31
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Amount represents less than $0.01 per share.
|
3
|
Performance figures, exclusive of sales charges, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the
absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
4
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
5
|
Reflects fee waivers and/or expense reimbursements.
|
6
|
Effective March 2, 2007, management contractually agreed to waive fees and/or reimburse expenses to limit annual operating expenses to 0.68%
for Class A shares until August 1, 2008.
|
See Notes to Financial Statements.
|
|
|
24
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Financial highlights (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of each class of beneficial interest outstanding throughout each year ended March 31:
|
|
Class B Shares
1
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
|
$14.06
|
|
|
|
$12.85
|
|
|
|
$13.60
|
|
|
|
$12.90
|
|
|
|
$13.11
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.43
|
|
|
|
0.49
|
|
|
|
0.50
|
|
|
|
0.49
|
|
|
|
0.51
|
|
Net realized and unrealized gain (loss)
|
|
|
0.17
|
|
|
|
1.22
|
|
|
|
(0.75)
|
|
|
|
0.70
|
|
|
|
(0.22)
|
|
Proceeds from settlement of a regulatory matter
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
|
|
|
|
|
|
|
Total income (loss) from operations
|
|
|
0.60
|
|
|
|
1.71
|
|
|
|
(0.20)
|
|
|
|
1.19
|
|
|
|
0.29
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.43)
|
|
|
|
(0.50)
|
|
|
|
(0.55)
|
|
|
|
(0.49)
|
|
|
|
(0.50)
|
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
(0.00)
|
2
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.43)
|
|
|
|
(0.50)
|
|
|
|
(0.55)
|
|
|
|
(0.49)
|
|
|
|
(0.50)
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
|
$14.23
|
|
|
|
$14.06
|
|
|
|
$12.85
|
|
|
|
$13.60
|
|
|
|
$12.90
|
|
Total return
3
|
|
|
4.29
|
%
|
|
|
13.50
|
%
|
|
|
(1.55)
|
%
4
|
|
|
9.32
|
%
|
|
|
2.35
|
%
|
|
|
|
|
|
|
Net assets, end of year
(millions)
|
|
|
$11
|
|
|
|
$13
|
|
|
|
$15
|
|
|
|
$22
|
|
|
|
$30
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
1.31
|
%
|
|
|
1.35
|
%
|
|
|
1.33
|
%
|
|
|
1.29
|
%
|
|
|
1.22
|
%
|
Net expenses
5
|
|
|
1.31
|
|
|
|
1.35
|
|
|
|
1.33
|
|
|
|
1.29
|
|
|
|
1.22
|
|
Net investment income
|
|
|
3.03
|
|
|
|
3.62
|
|
|
|
3.72
|
|
|
|
3.69
|
|
|
|
3.96
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
11
|
%
|
|
|
8
|
%
|
|
|
21
|
%
|
|
|
15
|
%
|
|
|
31
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Amount represents less than $0.01 per share.
|
3
|
Performance figures, exclusive of CDSC, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence
of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
4
|
The total return reflects a payment received due to the settlement of a regulatory matter. Absent this payment, the total return would have been
1.93%. Class B received $84,668 related to this distribution.
|
5
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
See Notes to Financial Statements.
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of each class of beneficial interest outstanding throughout each year ended March 31:
|
|
Class C Shares
1
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
|
$14.06
|
|
|
|
$12.84
|
|
|
|
$13.59
|
|
|
|
$12.89
|
|
|
|
$13.10
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.44
|
|
|
|
0.50
|
|
|
|
0.51
|
|
|
|
0.49
|
|
|
|
0.50
|
|
Net realized and unrealized gain (loss)
|
|
|
0.16
|
|
|
|
1.22
|
|
|
|
(0.75)
|
|
|
|
0.70
|
|
|
|
(0.21)
|
|
Total income (loss) from operations
|
|
|
0.60
|
|
|
|
1.72
|
|
|
|
(0.24)
|
|
|
|
1.19
|
|
|
|
0.29
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.43)
|
|
|
|
(0.50)
|
|
|
|
(0.51)
|
|
|
|
(0.49)
|
|
|
|
(0.50)
|
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
(0.00)
|
2
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.43)
|
|
|
|
(0.50)
|
|
|
|
(0.51)
|
|
|
|
(0.49)
|
|
|
|
(0.50)
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
|
$14.23
|
|
|
|
$14.06
|
|
|
|
$12.84
|
|
|
|
$13.59
|
|
|
|
$12.89
|
|
Total return
3
|
|
|
4.31
|
%
|
|
|
13.56
|
%
|
|
|
(1.87)
|
%
|
|
|
9.35
|
%
|
|
|
2.31
|
%
|
|
|
|
|
|
|
Net assets, end of year
(millions)
|
|
|
$145
|
|
|
|
$143
|
|
|
|
$120
|
|
|
|
$127
|
|
|
|
$75
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
1.28
|
%
|
|
|
1.28
|
%
|
|
|
1.28
|
%
|
|
|
1.26
|
%
|
|
|
1.24
|
%
|
Net expenses
4
|
|
|
1.28
|
|
|
|
1.28
|
|
|
|
1.28
|
|
|
|
1.26
|
|
|
|
1.24
|
|
Net investment income
|
|
|
3.05
|
|
|
|
3.68
|
|
|
|
3.78
|
|
|
|
3.69
|
|
|
|
3.95
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
11
|
%
|
|
|
8
|
%
|
|
|
21
|
%
|
|
|
15
|
%
|
|
|
31
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Amount represents less than $0.01 per share.
|
3
|
Performance figures, exclusive of CDSC, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence
of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
4
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
See Notes to Financial Statements.
|
|
|
26
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Financial highlights (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of each class of beneficial interest outstanding throughout each year ended March 31:
|
|
Class I Shares
1
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
|
$14.06
|
|
|
|
$12.84
|
|
|
|
$13.59
|
|
|
|
$12.89
|
|
|
|
$13.10
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.54
|
|
|
|
0.60
|
|
|
|
0.60
|
|
|
|
0.59
|
|
|
|
0.60
|
|
Net realized and unrealized gain (loss)
|
|
|
0.17
|
|
|
|
1.21
|
|
|
|
(0.75)
|
|
|
|
0.69
|
|
|
|
(0.22)
|
|
Total income (loss) from operations
|
|
|
0.71
|
|
|
|
1.81
|
|
|
|
(0.15)
|
|
|
|
1.28
|
|
|
|
0.38
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.54)
|
|
|
|
(0.59)
|
|
|
|
(0.60)
|
|
|
|
(0.58)
|
|
|
|
(0.59)
|
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
(0.00)
|
2
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.54)
|
|
|
|
(0.59)
|
|
|
|
(0.60)
|
|
|
|
(0.58)
|
|
|
|
(0.59)
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
|
$14.23
|
|
|
|
$14.06
|
|
|
|
$12.84
|
|
|
|
$13.59
|
|
|
|
$12.89
|
|
Total return
3
|
|
|
5.06
|
%
|
|
|
14.36
|
%
|
|
|
(1.17)
|
%
|
|
|
10.12
|
%
|
|
|
3.05
|
%
|
|
|
|
|
|
|
Net assets, end of year
(millions)
|
|
|
$107
|
|
|
|
$94
|
|
|
|
$73
|
|
|
|
$40
|
|
|
|
$10
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
0.58
|
%
|
|
|
0.58
|
%
|
|
|
0.56
|
%
|
|
|
0.57
|
%
|
|
|
0.53
|
%
|
Net expenses
4
|
|
|
0.57
|
5,6
|
|
|
0.58
|
5
|
|
|
0.56
|
5
|
|
|
0.57
|
5,6
|
|
|
0.52
|
6,7
|
Net investment income
|
|
|
3.77
|
|
|
|
4.38
|
|
|
|
4.49
|
|
|
|
4.40
|
|
|
|
4.66
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
11
|
%
|
|
|
8
|
%
|
|
|
21
|
%
|
|
|
15
|
%
|
|
|
31
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Amount represents less than $0.01 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 impact of compensating balance arrangements, if any, was less than 0.01%.
|
5
|
As a result of an expense limitation arrangement, the ratio of expenses, other than brokerage interest, taxes, extraordinary expenses and
acquired fund fees and expenses, to average net assets of Class I shares did not exceed 0.60%. This expense limitation arrangement cannot be terminated prior to December 31, 2014 without the Board of Trustees consent.
|
6
|
Reflects fee waivers and/or expense reimbursements.
|
7
|
Effective March 2, 2007, management contractually agreed to waive fees and/or reimburse expenses to limit annual operating expenses to 0.52%
for Class I shares until August 1, 2008.
|
See Notes to Financial Statements.
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
27
|
|
Notes to financial statements
1. Organization and significant accounting policies
Western Asset New York Municipals Fund (formerly Legg Mason Western Asset New York Municipals Fund ) (the Fund) is a separate
non-diversified investment series of Legg Mason Partners Income Trust (the Trust). The Trust, a Maryland statutory trust, is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end
management investment company.
The following are significant accounting policies consistently followed by the Funds and are in
conformity with U.S. generally accepted accounting principles (GAAP). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are
prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were
issued.
(a) Investment valuation.
The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed
securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The
independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income
securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investments fair value. Futures contracts are valued daily at the settlement price
established by the board of trade or exchange on which they are traded
.
If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable,
the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker.
When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its
net asset value, the Fund values these securities as determined in accordance with procedures approved by the Funds Board of Trustees.
The Board of Trustees is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American Fund Valuation Committee (the
Valuation Committee). The Valuation Committee, pursuant to the policies adopted by the Board of Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the Funds pricing policies, and
reporting to the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation
|
|
|
28
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Notes to financial statements (contd)
Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of
possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity;
and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security;
the issuers financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts research and observations from financial institutions;
information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable
companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued
pursuant to the policies adopted by the Board of Trustees, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation
occurrences are reported to the Board of Trustees quarterly.
The Fund uses valuation techniques to measure fair value that are
consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or
comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
GAAP
establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
|
|
Level 1 quoted prices in active markets for identical investments
|
|
|
Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit
risk, etc.)
|
|
|
Level 3 significant unobservable inputs (including the Funds 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.
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
29
|
|
The following is a summary of the inputs used in valuing the Funds assets and liabilities
carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
Description
|
|
Quoted Prices
(Level 1)
|
|
|
Other Significant
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Municipal bonds
|
|
|
|
|
|
$
|
1,007,416,546
|
|
|
|
|
|
|
$
|
1,007,416,546
|
|
Short-term investments
|
|
|
|
|
|
|
24,700,000
|
|
|
|
|
|
|
|
24,700,000
|
|
Total investments
|
|
|
|
|
|
$
|
1,032,116,546
|
|
|
|
|
|
|
$
|
1,032,116,546
|
|
|
LIABILITIES
|
|
Description
|
|
Quoted Prices
(Level 1)
|
|
|
Other Significant
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Other financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
|
|
$
|
48,186
|
|
|
|
|
|
|
|
|
|
|
|
$48,186
|
|
|
See Schedule of Investments for additional detailed categorizations.
|
(b) Futures contracts.
The Fund uses futures contracts
generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified
price on a specified date.
Upon entering into a futures contract, the Fund is required to deposit cash or cash equivalents with a broker
in an amount equal to a certain percentage of the contract amount. This is known as the initial margin and subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuation
in the value of the contract. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.
Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is
the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(c) Fund concentration.
Since the Fund invests primarily in obligations of issuers within New York, it is subject to possible
risks associated with economic, political, credit or legal developments or industrial or regional matters specifically affecting New York.
(d) Security transactions and investment income.
Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. The cost of
investments sold is determined 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.
|
|
|
30
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Notes to financial statements (contd)
(e) Distributions to shareholders.
Distributions from net investment income of the Fund are declared each business day to shareholders of record, and are paid monthly. The Fund intends to satisfy conditions that will enable interest
from municipal securities, which is exempt from federal and certain state income taxes, to retain such tax-exempt status when distributed to the shareholders of the Fund. Distributions of net realized gains, if any, are taxable and are declared at
least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(f) Share class accounting.
Investment income, common expenses
and realized/unrealized gains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.
(g) Compensating balance arrangements.
The Fund has an arrangement with its custodian bank whereby a portion of the custodians fees is paid indirectly by credits earned on the Funds cash on deposit with the bank.
(h) Federal and other taxes.
It is the Funds 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 Funds financial statements.
Management has analyzed the Funds tax positions taken on income tax returns for
all open tax years and has concluded that as of March 31, 2013, no provision for income tax is required in the Funds financial statements. The Funds 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.
(i) 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 values per share. During the current year, the following reclassifications have been
made:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed Net
Investment Income
|
|
|
Accumulated Net
Realized Loss
|
|
|
Paid-in
Capital
|
|
(a)
|
|
|
|
|
|
$
|
4,177,930
|
|
|
$
|
(4,177,930)
|
|
(b)
|
|
$
|
163,388
|
|
|
|
(163,388)
|
|
|
|
|
|
(a)
|
Reclassifications are primarily due to the expiration of a capital loss carryforward.
|
(b)
|
Reclassifications are primarily due to differences between book and tax accretion of market discount on fixed income securities.
|
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (LMPFA) is the Funds investment manager and Western Asset Management Company (Western
Asset) is the
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
31
|
|
Funds subadviser. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (Legg Mason).
Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.50% of the Funds average daily net assets.
LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadviser the day-to-day portfolio
management of the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund.
As a result
of an expense limitation arrangement between the Fund and LMPFA, the ratio of expenses other than brokerage, interest, taxes, extraordinary expenses and acquired fund fees and expenses, to average net assets of Class I did not exceed 0.60%. This
expense limitation arrangement cannot be terminated prior to December 31, 2014 without the Board of Trustees consent.
The
investment manager is permitted to recapture amounts waived or reimbursed to a class during the same fiscal year if the class total annual operating expenses have fallen to a level below the expense limitation (expense cap) in
effect at the time the fees were earned or the expenses incurred. In no case will the investment manager recapture any amount that would result, on any particular business day of the Fund, in the class total annual operating expenses exceeding
the expense cap or any other lower limit then in effect.
Legg Mason Investor Services, LLC (LMIS), a wholly-owned
broker-dealer subsidiary of Legg Mason, serves as the Funds sole and exclusive distributor.
There is a maximum initial sales
charge of 4.25% for Class A shares. There is a contingent deferred sales charge (CDSC) of 4.50% on Class B shares, which applies if redemption occurs within 12 months from purchase payment. This CDSC declines by 0.50% the first year
after purchase payment and thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00%
CDSC, which applies if redemption occurs within 18 months from purchase payment (or within 12 months for shares purchased prior to August 1, 2012). This CDSC only applies to those purchases of Class A shares, which, when combined with
current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.
For the year ended March 31, 2013, LMIS and its affiliates received sales charges of $126,076 on sales of the Funds Class A shares. In addition, for the year ended March 31,
2013, CDSCs paid to LMIS and its affiliates were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class C
|
|
CDSCs
|
|
$
|
4,043
|
|
|
$
|
14,818
|
|
|
$
|
15,621
|
|
The Fund had adopted an unfunded, non-qualified deferred compensation plan (the Plan) which allowed
non-interested trustees (Independent Trustees) to defer the
|
|
|
32
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Notes to financial statements (contd)
receipt of all or a portion of their fees earned until a later date specified by the Independent Trustees. The deferred balances are reported in the Statement of Assets and Liabilities under
Trustees fees payable and are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Funds general assets. The Plan was terminated effective January 1, 2006. This change had no
effect on fees previously deferred. As of March 31, 2013, the Fund had accrued $2,452 as deferred compensation payable.
All
officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
3.
Investments
During the year ended March 31, 2013, the aggregate cost of purchases and proceeds from sales of investments (excluding
short-term investments) were as follows:
|
|
|
|
|
Purchases
|
|
$
|
166,089,228
|
|
Sales
|
|
|
110,742,190
|
|
At March 31, 2013, the aggregate gross unrealized appreciation and depreciation of investments for federal
income tax purposes were as follows:
|
|
|
|
|
Gross unrealized appreciation
|
|
$
|
94,614,746
|
|
Gross unrealized depreciation
|
|
|
(5,461,740)
|
|
Net unrealized appreciation
|
|
$
|
89,153,006
|
|
At March 31, 2013, the Fund had the following open futures contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Contracts
|
|
|
Expiration
Date
|
|
|
Basis
Value
|
|
|
Market
Value
|
|
|
Unrealized
Loss
|
|
Contracts to
Sell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury 30-Year Bonds
|
|
|
288
|
|
|
|
6/13
|
|
|
$
|
41,558,814
|
|
|
$
|
41,607,000
|
|
|
$
|
(48,186)
|
|
4. Derivative instruments and hedging activities
GAAP requires enhanced disclosure about an entitys derivative and hedging activities.
Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at March 31, 2013.
|
|
|
|
|
LIABILITY
DERIVATIVES
1
|
|
|
|
Interest Rate
Risk
|
|
Futures contracts
2
|
|
$
|
48,186
|
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability
derivatives is payables/net unrealized appreciation (depreciation).
|
2
|
Includes cumulative appreciation (depreciation) of futures contracts as reported in the footnotes. Only variation margin is reported within the
receivables and/or payables on the Statement of Assets and Liabilities.
|
The following tables provide information about
the effect of derivatives and hedging activities on the Funds Statement of Operations for the year ended March 31, 2013.
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
33
|
|
The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the
change in unrealized appreciation (depreciation) resulting from the Funds derivatives and hedging activities during the period.
|
|
|
|
|
AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest Rate
Risk
|
|
Futures contracts
|
|
$
|
(2,489,251)
|
|
|
|
|
|
|
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest Rate
Risk
|
|
Futures contracts
|
|
$
|
(48,186)
|
|
During the year ended March 31, 2013, the volume of derivative activity for the Fund was as follows:
|
|
|
|
|
|
|
Average Market
Value
|
|
Futures contracts (to sell)
|
|
$
|
35,753,526
|
|
5. Class specific expenses, waivers and/or expense reimbursements
The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service fee with respect to its Class A, Class B and
Class C shares calculated at the annual rate of 0.15% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class B and Class C shares calculated at the annual rate of 0.50% and 0.55% of
the average daily net assets of each class, respectively. Service and distribution fees are accrued daily and paid monthly.
For the year
ended March 31, 2013, class specific expenses were as follows:
|
|
|
|
|
|
|
|
|
|
|
Service and/or
Distribution Fees
|
|
|
Transfer Agent
Fees
|
|
Class A
|
|
$
|
1,214,451
|
|
|
$
|
188,942
|
|
Class B
|
|
|
80,739
|
|
|
|
15,069
|
|
Class C
|
|
|
1,039,946
|
|
|
|
64,047
|
|
Class I
|
|
|
|
|
|
|
42,589
|
|
Total
|
|
$
|
2,335,136
|
|
|
$
|
310,647
|
|
For the year ended March 31, 2013, waivers and/or expense reimbursements by class were as follows:
|
|
|
|
|
|
|
Waivers/Expense
Reimbursements
|
|
Class A
|
|
|
|
|
Class B
|
|
|
|
|
Class C
|
|
|
|
|
Class I
|
|
$
|
10,369
|
|
Total
|
|
$
|
10,369
|
|
|
|
|
34
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Notes to financial statements (contd)
6. Distributions to shareholders by class
|
|
|
|
|
|
|
|
|
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
Net Investment
Income:
|
|
|
|
|
|
|
|
|
Class A
|
|
$
|
29,107,525
|
|
|
$
|
30,064,960
|
|
Class B
|
|
|
372,822
|
|
|
|
530,903
|
|
Class C
|
|
|
4,493,377
|
|
|
|
4,752,350
|
|
Class I
|
|
|
3,855,943
|
|
|
|
3,561,443
|
|
Total
|
|
$
|
37,829,667
|
|
|
$
|
38,909,656
|
|
7. Shares of beneficial interest
At March 31, 2013, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of
shares. Each class of shares represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.
Transactions in shares of each class were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
Class
A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
8,510,711
|
|
|
$
|
121,877,658
|
|
|
|
10,445,652
|
|
|
$
|
143,188,819
|
|
Shares issued on reinvestment
|
|
|
1,900,038
|
|
|
|
27,230,961
|
|
|
|
2,061,206
|
|
|
|
28,128,417
|
|
Shares repurchased
|
|
|
(10,481,852)
|
|
|
|
(150,329,497)
|
|
|
|
(8,650,361)
|
|
|
|
(117,635,656)
|
|
Net increase (decrease)
|
|
|
(71,103)
|
|
|
$
|
(1,220,878)
|
|
|
|
3,856,497
|
|
|
$
|
53,681,580
|
|
|
|
|
|
|
Class
B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
4,079
|
|
|
$
|
58,336
|
|
|
|
53,264
|
|
|
$
|
708,241
|
|
Shares issued on reinvestment
|
|
|
21,771
|
|
|
|
311,702
|
|
|
|
33,873
|
|
|
|
460,398
|
|
Shares repurchased
|
|
|
(199,346)
|
|
|
|
(2,856,582)
|
|
|
|
(313,577)
|
|
|
|
(4,246,552)
|
|
Net decrease
|
|
|
(173,496)
|
|
|
$
|
(2,486,544)
|
|
|
|
(226,440)
|
|
|
$
|
(3,077,913)
|
|
|
|
|
|
|
Class
C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
1,683,145
|
|
|
$
|
24,061,800
|
|
|
|
2,178,548
|
|
|
$
|
29,873,954
|
|
Shares issued on reinvestment
|
|
|
250,074
|
|
|
|
3,581,186
|
|
|
|
275,315
|
|
|
|
3,754,314
|
|
Shares repurchased
|
|
|
(1,915,506)
|
|
|
|
(27,439,257)
|
|
|
|
(1,665,624)
|
|
|
|
(22,660,468)
|
|
Net increase
|
|
|
17,713
|
|
|
$
|
203,729
|
|
|
|
788,239
|
|
|
$
|
10,967,800
|
|
|
|
|
|
|
Class
I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
2,291,498
|
|
|
$
|
32,808,656
|
|
|
|
2,529,026
|
|
|
$
|
34,673,712
|
|
Shares issued on reinvestment
|
|
|
187,128
|
|
|
|
2,680,157
|
|
|
|
184,784
|
|
|
|
2,522,372
|
|
Shares repurchased
|
|
|
(1,692,338)
|
|
|
|
(24,237,752)
|
|
|
|
(1,689,309)
|
|
|
|
(23,040,420)
|
|
Net increase
|
|
|
786,288
|
|
|
$
|
11,251,061
|
|
|
|
1,024,501
|
|
|
$
|
14,155,664
|
|
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
35
|
|
8. Income tax information and distributions to shareholders
Subsequent to the fiscal year end, the Fund has made the following distributions per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
Payable Date
|
|
Class A
|
|
|
Class B
|
|
|
Class C
|
|
|
Class I
|
|
Daily
4/30/2013
|
|
$
|
0.043912
|
|
|
$
|
0.036204
|
|
|
$
|
0.037130
|
|
|
$
|
0.045423
|
|
The tax character of distributions paid during the fiscal years ended March 31, was as follows:
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
Distributions Paid
From:
|
|
|
|
|
|
|
|
|
Tax-exempt income
|
|
$
|
37,437,005
|
|
|
$
|
38,532,971
|
|
Ordinary income
|
|
|
392,662
|
|
|
|
376,685
|
|
Total distributions paid
|
|
$
|
37,829,667
|
|
|
$
|
38,909,656
|
|
As of March 31, 2013, the components of accumulated earnings on a tax basis were as follows:
|
|
|
|
|
Undistributed tax-exempt income net
|
|
$
|
1,476,120
|
|
Capital loss carryforward*
|
|
|
(3,776,755)
|
|
Other book/tax temporary differences
(a)
|
|
|
(15,080)
|
|
Unrealized appreciation (depreciation)
(b)
|
|
|
89,104,820
|
|
Total accumulated earnings (losses) net
|
|
$
|
86,789,105
|
|
*
|
During the taxable year ended March 31, 2013, the fund utilized $3,919,518 of its capital loss carryforward available from prior years. As of March 31, 2013, the
Fund had the following net capital loss carryforwards remaining:
|
|
|
|
|
|
Year of Expiration
|
|
Amount
|
|
3/31/2014
|
|
$
|
(16,935
|
)
|
3/31/2019
|
|
|
(3,759,820
|
)
|
|
|
$
|
(3,776,755
|
)
|
These amounts will be available to offset any future taxable capital gains.
(a)
|
Other book/tax temporary differences are attributable primarily to the realization for tax purposes of unrealized losses on certain futures
contracts 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 primarily to the difference between book
& tax accretion methods for market discount on fixed income securities.
|
9. Legal matters
On or about May 30, 2006, John Halebian, a purported shareholder of Western Asset New York Tax Free Money Market Fund
(formerly known as Citi
SM
New York Tax Free
Reserves), a series of Legg Mason Partners Money Market Trust, formerly a series of CitiFunds Trust III (the Subject Trust), filed a complaint in the United States District Court for the Southern District of New York against the persons
who were then the independent trustees of the Subject Trust. The Subject Trust was also named in the complaint as a nominal defendant.
The complaint raised derivative claims on behalf of the Subject Trust and putative class claims against the then independent trustees in connection
with the 2005 sale of Citigroups asset management business to Legg Mason and the related approval
|
|
|
36
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
Notes to financial statements (contd)
of new investment advisory agreements by the trustees and shareholders. In the derivative claim, the plaintiff alleged that the independent trustees had breached their fiduciary duty to the
Subject Trust and its shareholders by failing to negotiate lower fees or to seek competing bids from other qualified investment advisers in connection with Citigroups sale to Legg Mason. In the claims brought on behalf of a putative class of
shareholders, the plaintiff alleged that the echo voting provisions applicable to the proxy solicitation process violated the 1940 Act and constituted a breach of fiduciary duty. The relief sought included rescission of the advisory agreement and an
award of costs and attorney fees.
In advance of filing the complaint, Plaintiffs lawyers had made written demand for relief on the
Board of the Subject Trust, and the Boards independent trustees formed a demand review committee to investigate those matters raised in the demand, and the expanded set of matters subsequently raised in the complaint. The demand review
committee recommended that the action demanded by Plaintiff would not be in the best interests of the Subject Trust. The independent trustees of the Subject Trust considered the committees report, adopted the recommendation of the committee,
and directed counsel to move to dismiss the complaint.
The Federal district court dismissed the complaint in its entirety in July 2007.
In May 2011, the U.S. Court of Appeals for the Second Circuit affirmed the district courts dismissal as to the class claims, and remanded the remaining claim relating to the demand review committee that had examined the derivative claim to the
district court with instructions to convert the motion to dismiss into a motion for summary judgment. In July 2012, the district court granted summary judgment in favor of the defendants. In August 2012, Plaintiff filed an appeal, and the matter is
now before the U.S. Court of Appeals for the Second Circuit.
|
|
|
|
|
Western Asset New York Municipals Fund 2013 Annual Report
|
|
|
37
|
|
Report of independent registered public accounting firm
The Board of Trustees and Shareholders
Legg Mason Partners Income Trust:
We have audited the accompanying statement of assets and liabilities, of Western Asset New York Municipals Fund (formerly Legg Mason Western Asset
New York Municipals Fund) (the Fund), a series of Legg Mason Partners Income Trust, including the schedule of investments, as of March 31, 2013, and the related statement of operations for the year then ended, the statements of
changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the
Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of March 31, 2013, by correspondence with the custodian and broker or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Western Asset New York Municipals Fund as of
March 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended,
in conformity with U.S. generally accepted accounting principles.
New York, New York
May 14, 2013
|
|
|
38
|
|
Western Asset New York Municipals Fund
|
Board approval of management and subadvisory agreements
(unaudited)
At an in-person meeting of the Board of Trustees of Legg Mason Partners Income Trust (the Trust) held on November 5-6, 2012, the
Board, including the Trustees who are not considered to be interested persons of the Trust (the Independent Trustees) under the Investment Company Act of 1940, as amended (the 1940 Act), approved for an annual
period the continuation of the management agreement (the Management Agreement) between the Trust and Legg Mason Partners Fund Advisor, LLC (the Manager) with respect to the Western Asset New York Municipals Fund, a series of
the Trust (the Fund), and the sub-advisory agreement (the Sub-Advisory Agreement) between the Manager and Western Asset Management Company (the Subadviser), an affiliate of the Manager, with respect to the Fund.
Background
The Board
received information in advance of the meeting from the Manager to assist it in its consideration of the Management Agreement and the Sub-Advisory Agreement and was given the opportunity to ask questions and request additional information from
management. In addition, the Independent Trustees submitted questions to management before the meeting and considered the responses provided. The Board received and considered a variety of information about the Manager and the Subadviser, as well as
the management and sub-advisory arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below. The information provided and presentations made to the Board encompassed the Fund and all funds for which
the Board has responsibility. The discussion below covers both the advisory and the administrative functions being rendered by the Manager, both of which functions are encompassed by the Management Agreement, as well as the advisory functions
rendered by the Subadviser pursuant to the Sub-Advisory Agreement.
Board approval of management agreement and sub-advisory agreement
The Independent Trustees were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent
Trustees received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreement. The Independent Trustees also
discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Subadviser were present. In approving the
Management Agreement and Sub-Advisory Agreement, the Board, including the Independent Trustees, 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 Management Agreement and the Sub-Advisory Agreement, and each Trustee may have attributed different weight to the various factors.
Nature, extent and quality of the services under the management agreement and sub-advisory agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser under
|
|
|
|
|
Western Asset New York Municipals Fund
|
|
|
39
|
|
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
rendered by the Manager in its management of the Funds affairs and the Managers role in coordinating the activities of the Funds other service providers. The Boards evaluation of the services provided by the Manager and the
Subadviser took into account the Boards knowledge gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment management and other capabilities of the Manager and the Subadviser, and the
quality of the Managers administrative and other services. The Board observed that the scope of services provided by the Manager and the Subadviser had expanded over time as a result of regulatory, market and other developments, including
maintaining and monitoring their own and the Funds compliance programs. The Board also noted that on a regular basis it received and reviewed information from the Manager and the Subadviser regarding the Funds compliance policies and
procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the Managers and the Subadvisers risk management processes.
The Board reviewed the qualifications, backgrounds and responsibilities of the Managers and the Subadvisers senior personnel and the team of investment professionals 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 Legg Mason, Inc., the parent organization of the Manager and the
Subadviser.
The Board considered the division of responsibilities between the Manager and the Subadviser and the oversight provided by
the Manager. The Board also considered the Managers and the Subadvisers policies and practices regarding the selection of brokers and dealers and the execution of portfolio transactions. In addition, management also reported to the Board
on, among other things, its business plans and organizational changes.
The Board received and considered performance information for the
Fund as well as for a group of funds (the Performance Universe) selected by Lipper, Inc. (Lipper), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used
to determine the similarity of the Fund with the funds included in the Performance Universe. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Funds
performance against its benchmark and against the Funds peers. In addition, the Board considered the Funds performance in light of overall financial market conditions.
The information comparing the Funds performance to that of its Performance Universe, consisting of all retail and institutional funds classified as New York municipal debt funds by Lipper,
showed, among other data, that the Funds performance for the 1-, 5- and 10-year periods ended June 30, 2012 was above the median and the performance for the 3-year period ended June 30, 2012 was below
|
|
|
40
|
|
Western Asset New York Municipals Fund
|
Board approval of management and subadvisory agreements
(unaudited)
(cond)
the median. The Board noted the explanations from the Manager and the Subadviser concerning the Funds relative performance versus the peer group for the various periods.
The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement
and the Sub-Advisory Agreement were sufficient for renewal. The Board noted that the performance of the Fund was satisfactory.
Management fees and expense ratios
The Board reviewed and considered the contractual management fee (the Contractual Management Fee) and the actual fees paid by the Fund
to the Manager (the Actual Management Fee) in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Subadviser. In addition, the Board noted that the compensation paid to the
Subadviser is paid by the Manager, not the Fund.
In addition, the Board received and considered information comparing the Contractual
Management Fee and the Actual Management Fee and the Funds total actual expenses with those of funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information
regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, 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 (including the Funds chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board
considered the fee comparisons in light of the differences in management of these different types of accounts. The Board also considered and discussed information about the Subadvisers fees, including the amount of the management fees retained
by the Manager after payment of the subadvisory fee. 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.
The information comparing the Funds Contractual and Actual Management Fees as well as its actual total expense ratio to its expense group,
consisting of a group of retail front-end load funds (including the Fund) classified as New York municipal debt funds and chosen by Lipper to be comparable to the Fund, showed that the Funds Contractual Management Fee and Actual Management Fee
were above the median. The Board noted that the Funds actual total expense ratio was below the median. The Board took into account managements discussion of the Funds expenses. The Board also considered that the current expense
limitation applicable to one of the Funds share classes is expected to continue through December 2014.
|
|
|
|
|
Western Asset New York Municipals Fund
|
|
|
41
|
|
Taking all of the above
into consideration, as well as the factors identified below, the Board determined that the management fee and the subadvisory fee for the Fund were reasonable in light of the nature, extent and quality of the services provided to the Fund under the
Management Agreement and the Sub-Advisory Agreement.
Manager profitability
The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect
to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to the Managers allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been
reviewed by an outside consultant during the past year. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund and the type of
fund it represented.
Economies of scale
The Board received and discussed information concerning whether the Manager realizes economies of scale as the Funds assets grow. The Board noted that although the Funds Contractual
Management Fee does not have breakpoints in place, the Contractual Management Fee was approximately equivalent to the asset-weighted average of management fees paid by the other funds in the same Lipper investment classification/objective at lower
asset levels, and only slightly higher at higher asset levels.
The Board determined that the management fee structure for the Fund was
reasonable.
Other benefits to the manager and the subadviser
The Board considered other benefits received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional
products and services to Fund shareholders.
In light of the costs of providing investment management and other services to the Fund and
the ongoing commitment of the Manager and the Subadviser to the Fund, the Board considered that the ancillary benefits that the Manager and its affiliates received were reasonable.
* * *
In
light of all of the foregoing, the Board determined that the continuation of each of the Management Agreement and Sub-Advisory Agreement would be in the best interests of the Funds shareholders and approved the continuation of such agreements
for another year.
|
|
|
42
|
|
Western Asset New York Municipals Fund
|
Additional information
(unaudited)
Information about Trustees and Officers
The business and affairs of Western Asset New York Municipals Fund (the Fund) are conducted by management under the
supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o R. Jay Gerken, 620 Eighth Avenue, 49
th
Floor, New York, New York 10018. Information pertaining to the Trustees and officers of the Fund is set forth
below.
The Statement of Additional Information includes additional information about Trustees and is available, without charge, upon
request by calling the Fund at 1-877-721-1926.
|
|
|
Independent Trustees:
|
|
|
Elliott J. Berv
|
|
|
Year of birth
|
|
1943
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1989
|
Principal occupation(s) during past five years
|
|
President and Chief Executive Officer, Catalyst (consulting) (since 1984); formerly, Chief Executive Officer, Rocket City Enterprises
(media) (2000 to 2005)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
World Affairs Council (since 2009); Board Member, American Identity Corp. (doing business as Morpheus Technologies) (biometric information management) (since 2001); formerly,
Director, Lapoint Industries (industrial filter company) (2002 to 2007); formerly, Director, Alzheimers Association (New England Chapter) (1998 to 2008)
|
A. Benton Cocanougher
|
|
|
Year of birth
|
|
1938
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1991
|
Principal occupation(s) during past five years
|
|
Retired; Dean Emeritus and Professor Emeritus, Texas A&M University (since 2008); Interim Dean, George Bush School of Government
and Public Service, Texas A&M University (2009 to 2010); A.P. Wiley Professor, Texas A&M University (2001 to 2008); Interim Chancellor, Texas A&M University System (2003 to 2004); Dean of the Mays Business School, Texas A&M
University (1987 to 2001)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
Formerly, Director, First American Bank, Texas (1994 to 1999); formerly, Director, Randle Foods, Inc. (1991 to 1999); formerly, Director, Petrolon, Inc. (engine
lubrication products) (1991 to 1994)
|
|
|
|
|
|
Western Asset New York Municipals Fund
|
|
|
43
|
|
|
|
|
Independent Trustees
contd
|
|
|
Jane F. Dasher
|
|
|
Year of birth
|
|
1949
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1999
|
Principal occupation(s) during past five years
|
|
Chief Financial Officer, Long Light Capital, LLC, formerly known as Korsant Partners, LLC (a family investment company)
(since 1997)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
None
|
Mark T. Finn
|
|
|
Year of birth
|
|
1943
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1989
|
Principal occupation(s) during past five years
|
|
Adjunct Professor, College of William & Mary (since 2002); Chairman, Chief Executive Officer and Owner, Vantage Consulting Group,
Inc. (investment management) (since 1988); Principal/Member, Balvan Partners (investment management) (2002 to 2009)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
None
|
Stephen R. Gross
|
|
|
Year of birth
|
|
1947
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1986
|
Principal occupation(s) during past five years
|
|
Chairman Emeritus (since 2011) and formerly Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1974 to 2011);
Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Advisors, LLC (since 2011); CEO, Trusted CFO Solutions, LLC (since 2011)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
None
|
Richard E. Hanson, Jr.
|
|
|
Year of birth
|
|
1941
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1985
|
Principal occupation(s) during past five years
|
|
Retired; formerly Headmaster, The New Atlanta Jewish Community High School, Atlanta, Georgia (1996 to 2000)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
None
|
|
|
|
44
|
|
Western Asset New York Municipals Fund
|
Additional information
(unaudited)
(contd)
Information about Trustees and Officers
|
|
|
Independent Trustees
contd
|
|
|
Diana R. Harrington
|
|
|
Year of birth
|
|
1940
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1992
|
Principal occupation(s) during past five years
|
|
Babson Distinguished Professor of Finance, Babson College (since 1992)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
None
|
Susan M. Heilbron
|
|
|
Year of birth
|
|
1945
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1994
|
Principal occupation(s) during past five years
|
|
Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); formerly, General Counsel and Executive
Vice President, The Trump Organization (1986 to 1990); formerly, Senior Vice President, New York State Urban Development Corporation (1984 to 1986); formerly, Associate, Cravath, Swaine & Moore (1980 to 1984) and (1977
to 1979)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
Formerly, Director, Lincoln Savings Bank, FSB (1991 to 1994); formerly, Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); formerly, Director, Alexanders
Inc. (department store) (1987 to 1990)
|
Susan B. Kerley
|
|
|
Year of birth
|
|
1951
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1992
|
Principal occupation(s) during past five years
|
|
Investment Consulting Partner, Strategic Management Advisors, LLC (investment consulting) (since 1990)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
Director and Trustee (since 1990) and formerly, Chairman (since 2005 to 2012) of various series of MainStay Family of Funds (66 funds); Investment Company Institute (ICI)
Board of Governors (since 2006); ICI Executive Committee (since 2011); Chairman of the Independent Directors Council (since 2012)
|
|
|
|
|
|
Western Asset New York Municipals Fund
|
|
|
45
|
|
|
|
|
Independent Trustees
contd
|
|
|
Alan G. Merten
|
|
|
Year of birth
|
|
1941
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1990
|
Principal occupation(s) during past five years
|
|
President Emeritus (since 2012) and formerly, President, George Mason University (1996 to 2012)
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
Director Emeritus, Cardinal Financial Corporation (since 2006); Trustee, First Potomac Realty Trust (since 2005); Director, DeVry Inc. (educational services) (since 2012);
formerly, Director, Xybernaut Corporation (information technology) (2004 to 2006); formerly, Director, Digital Net Holdings, Inc. (2003 to 2004); formerly, Director, Comshare, Inc. (information technology) (1985 to 2003)
|
R. Richardson Pettit
|
|
|
Year of birth
|
|
1942
|
Position(s) with Trust
|
|
Trustee
|
Term of office
1
and length of time served
2
|
|
Since 1990
|
Principal occupation(s) during past five years
|
|
Retired; formerly, Duncan Professor of Finance, University of Houston (1977 to 2006); previous academic or management positions
include: University of Washington, University of Pennsylvania and Purdue University
|
Number of funds in fund complex overseen by Trustee
|
|
52
|
Other board memberships held by Trustee
|
|
None
|
Interested Trustee and Officer:
|
|
|
R. Jay Gerken
3
|
|
|
Year of birth
|
|
1951
|
Position(s) with Trust
|
|
Trustee, President, Chairman and Chief Executive Officer
|
Term of office
1
and length of time served
2
|
|
Since 2002
|
Principal occupation(s) during past five years
|
|
Managing Director of Legg Mason & Co., LLC (Legg Mason & Co.) (since 2005); Officer and Trustee/Director of 162
funds associated with Legg Mason Partners Fund Advisor, LLC (LMPFA) or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); President and Chief Executive Officer (CEO) of LMPFA (since 2006);
President and CEO of Smith Barney Fund Management LLC (SBFM) (formerly a registered investment adviser) (since 2002)
|
Number of funds in fund complex overseen by Trustee
|
|
162
|
Other board memberships held by Trustee
|
|
None
|
|
|
|
46
|
|
Western Asset New York Municipals Fund
|
Additional information
(unaudited)
(contd)
Information about Trustees and Officers
|
|
|
Additional Officers:
|
|
|
Ted P. Becker
Legg Mason
620 Eighth Avenue, 49
th
Floor, New York, NY 10018
|
|
|
Year of birth
|
|
1951
|
Position(s) with Trust
|
|
Chief Compliance Officer
|
Term of office
1
and length of time served
2
|
|
Since 2007
|
Principal occupation(s) during past five years
|
|
Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005);
Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006)
|
Vanessa A. Williams
Legg Mason
100 First Stamford Place, 6
th
Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1979
|
Position(s) with Trust
|
|
Chief Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer
|
Term of office
1
and length of time served
2
|
|
Since 2011
|
Principal occupation(s) during past five years
|
|
Vice President of Legg Mason & Co. (since 2012); Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since
2011); Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly, Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance
Analyst of Legg Mason & Co. (2006 to 2008) and Legg Mason & Co. predecessors (prior to 2006)
|
Robert I. Frenkel
Legg Mason
100 First Stamford Place, 6
th
Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1954
|
Position(s) with Trust
|
|
Secretary and Chief Legal Officer
|
Term of office
1
and length of time served
2
|
|
Since 2007
|
Principal occupation(s) during past five years
|
|
Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and
Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to
2006)
|
|
|
|
|
|
Western Asset New York Municipals Fund
|
|
|
47
|
|
|
|
|
Additional Officers contd
|
|
|
Thomas C. Mandia
Legg Mason
100 First Stamford Place, 6
th
Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1962
|
Position(s) with Trust
|
|
Assistant Secretary
|
Term of office
1
and length of time served
2
|
|
Since 2007
|
Principal occupation(s) during past five years
|
|
Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006);
Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary to SBFM (since 2002)
|
Richard F. Sennett
Legg Mason
100 International Drive, 5
th
Floor, Baltimore, MD
21202
|
|
|
Year of birth
|
|
1970
|
Position(s) with Trust
|
|
Principal Financial Officer
|
Term of office
1
and length of time served
2
|
|
Since 2011
|
Principal occupation(s) during past five years
|
|
Principal Financial Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); Managing Director of Legg Mason & Co. and Senior
Manager of the Treasury Policy group for Legg Mason & Co.s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SECs Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant
within the SECs Division of Investment Management (2002 to 2007)
|
James Crowley
Legg Mason
620 Eighth Avenue, 49
th
Floor, New York, NY 10018
|
|
|
Year of birth
|
|
1966
|
Position(s) with Trust
|
|
Treasurer
|
Term of office
1
and length of time served
2
|
|
Since 2011
|
Principal occupation(s) during past five years
|
|
Vice President of Legg Mason & Co. (since 2010); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly,
Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2011); formerly, Controller of Security Fair Valuation and Project Management for Legg Mason & Co. or its affiliates (prior to
2010)
|
|
|
|
48
|
|
Western Asset New York Municipals Fund
|
Additional information
(unaudited)
(contd)
Information about Trustees and Officers
|
|
|
Additional Officers contd
|
|
|
Jeanne M. Kelly
Legg Mason
620 Eighth Avenue, 49
th
Floor, New York, NY 10018
|
|
|
Year of birth
|
|
1951
|
Position(s) with Trust
|
|
Senior Vice President
|
Term of office
1
and length of time served
2
|
|
Since 2007
|
Principal occupation(s) during past five years
|
|
Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); Managing
Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005)
|
|
Trustees who are not interested persons of the Fund within the meaning of section 2(a)(19) of the 1940 Act.
|
1
|
Each Trustee and officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death,
resignation, retirement or removal.
|
2
|
Indicates the earliest year in which the Trustee became a board member for a fund in the Legg Mason fund complex or the officer took such office.
|
3
|
Mr. Gerken is an interested person of the Fund, as defined in the 1940 Act, because of his position with LMPFA and/or certain of
its affiliates.
|
|
|
|
|
|
Western Asset New York Municipals Fund
|
|
|
49
|
|
Important tax information
(unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record date:
|
|
|
Daily
|
|
|
|
Daily
|
|
|
|
Daily
|
|
|
|
Daily
|
|
Payable date:
|
|
|
April 2012
through
November 2012
|
|
|
|
12/31/2012
|
|
|
|
January 2013
through
February 2013
|
|
|
|
3/31/2013
|
|
Tax-exempt interest
|
|
|
100.00
|
%
|
|
|
96.80
|
%
|
|
|
100.00
|
%
|
|
|
90.96
|
%
|
Ordinary income
|
|
|
|
|
|
|
3.20
|
%*
|
|
|
|
|
|
|
9.04
|
%*
|
The following information is applicable to non-U.S. resident shareholders:
*
|
All of the ordinary income distributions paid by the Fund represent Qualified Net Interest Income and Qualified Short-Term Gain eligible for exemption from U.S.
withholding tax for nonresident aliens and foreign corporations.
|
Please retain this information for your records.
Western Asset
New York Municipals Fund
Trustees
Elliott J. Berv
A. Benton Cocanougher
Jane F. Dasher
Mark T. Finn
R. Jay Gerken
Chairman
Stephen R. Gross
Richard E. Hanson,
Jr.
Diana R. Harrington
Susan M. Heilbron
Susan B. Kerley
Alan G. Merten
R.
Richardson Pettit
Investment manager
Legg Mason Partners Fund Advisor, LLC
Subadviser
Western Asset Management Company
Distributor
Legg Mason Investor
Services, LLC
Custodian
State Street Bank and Trust Company
Co-transfer agents
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, MA
02169
BNY Mellon Asset Servicing
4400 Computer Drive
Westborough, MA 01581
Independent registered public accounting firm
KPMG LLP
345 Park Avenue
New York, NY 10154
Western Asset New York Municipals Fund
The Fund is a separate investment series of
Legg Mason Partners Income Trust, a Maryland statutory trust.
Western Asset New York Municipals Fund
Legg Mason Funds
620 Eighth Avenue,
49th Floor
New York, NY 10018
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third
quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the SECs website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington D.C., and
information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q, shareholders can call the Fund at 1-877-721-1926.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the
Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-721-1926 (2) on the Funds website at www.leggmason.com/individualinvestors and (3) on the
SECs website at www.sec.gov.
This report is submitted
for the general information of the shareholders of Western Asset New York Municipals Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.
Investors should consider the
Funds investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
©2013 Legg Mason Investor Services, LLC
Member FINRA, SIPC
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the Privacy Notice) addresses the Legg Mason Funds privacy and data protection practices with
respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds
managed or sub-advised by Legg Mason or its affiliates. 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;
|
|
|
Online account access user IDs, passwords, security challenge question responses; and
|
|
|
Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individuals
total debt, payment history, etc.).
|
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with
other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or
services you have authorized or as permitted or required by law. The Funds may disclose information about you to:
|
|
Employees, agents, and affiliates on a need to know basis to enable the Funds to conduct ordinary business or 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 marketing services solely for the Funds;
|
|
|
The Funds representatives such as legal counsel, accountants and auditors; and
|
|
|
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 (contd)
Except as otherwise permitted by applicable law, companies acting on
the Funds behalf 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, or if you have questions about the Funds privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us
section of the Funds website at www.leggmason.com, or contact the Fund at 1-877-721-1926.
Revised April 2011
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NOT PART OF THE ANNUAL REPORT
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www.leggmason.com/individualinvestors
©2013 Legg Mason Investor Services, LLC Member FINRA, SIPC
FD03397 5/13 SR13-1910
The registrant
has adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller.