Legg Mason Partners Short Duration Municipal Income Fund (formerly known as Smith Barney Short Duration Municipal Income Fund) (the “Fund”). The Fund is a separate diversified series of Legg Mason Partners Trust II (formerly known as Smith Barney Trust II) (the “Trust”). The Trust, a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the original margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
Notes to Financial Statements (unaudited) (continued)
(d) Distributions to Shareholders. Distributions from net investment income on the shares of the Fund are declared each business day to shareholders of record, and are paid monthly. The Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from federal and certain state income taxes, to retain such tax-exempt status when distributed to the shareholders of the Fund. Distributions of net realized gains, if any, are taxable and are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(e) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.
(f) Expenses. The Fund bears all costs of its operations other than expenses specifically assumed by the Manager. Expenses incurred by the Trust with respect to any two or more funds in the series are allocated in proportion to the average net assets of each fund, except when allocations of direct expenses to each fund can otherwise be made fairly. Expenses directly attributable to a fund are charged to that fund.
(g) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.
(h) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
2. Investment Management Agreement and Other Transactions with Affiliates
On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, Citigroup Asset Management (“CAM”), to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment manager, Smith Barney Fund Management LLC (the “Manager” or “SBFM”), previously an indirect wholly-owned subsidiary of Citigroup, has become a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s existing investment management contract to terminate. The Fund’s shareholders approved a new investment management contract between the Fund and the Manager, which became effective on December 1, 2005.
Legg Mason, whose principal executive offices are in Baltimore, Maryland, is a financial services holding company.
Prior to the Legg Mason transaction, and under the new investment management agreement, effective December 1, 2005, the Fund pays the Manager a fee calculated at an annual rate of 0.45% of the Fund’s average daily net assets. This fee is calculated daily and paid monthly.
During the six months ended April 30, 2006, the Fund’s Class A, B, C and Y shares had voluntary expense limitations in place of 0.75%, 1.10%, 1.10% and 0.60% respectively.
18 Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
These expense limitations are voluntary and can be terminated at any time. During the six months ended April 30, 2006, the Manager waived a portion of its investment management fee and/or reimbursed expenses amounting to $73,621. Such waivers and/or expense reimbursements are voluntary and may be reduced or terminated at any time.
The Fund’s Board has approved PFPC Inc. (“PFPC”) to serve as transfer agent for the Fund, effective January 1, 2006. The principal business office of PFPC is located at 4400 Computer Drive Westborough, MA 01581. Prior to January 1, 2006, Citicorp Trust Bank, fsb. (“CTB”), a subsidiary of Citigroup, acted as the Fund’s transfer agent. Also, prior to January 1, 2006, PFPC acted as the Fund’s sub-transfer agent. CTB received account fees and asset-based fees that varied according to the size and type of account. PFPC was responsible for shareholder recordkeeping and financial processing for all shareholder accounts and was paid by CTB. For the period ended April 30, 2006, the Fund paid transfer agent fees of $5,582 to CTB.
The Fund’s Board has appointed the Fund’s current distributor, Citigroup Global Markets Inc. (“CGM”), and Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, as co-distributors of the Fund. The Fund’s Board has also approved an amended and restated Rule 12b-1 Plan. CGM, LMIS and other broker-dealers, financial intermediaries and financial institutions (each called a “Service Agent”) that currently offer Fund shares will continue to make the Fund’s shares available to their clients. Additional Service Agents may offer Fund shares in the future.
There is a maximum initial sales charge of 2.00% for Class A shares. Class B shares are available only in an exchange from another Legg Mason Partners fund. The contingent deferred sales charge (“CDSC”) on Class B is based on the fund owned prior to the exchange (up to 5.00%); the charge declines by 1.00% per year for 5 years until no CDSC is incurred. Class A and Class C shares acquired in an exchange from another Legg Mason Partners fund subject to a CDSC remain subject to the original fund’s CDSC while held in the Fund. In certain cases, Class A shares have a 0.50% CDSC, which applies if redemption occurs within six months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $500,000 in the aggregate. These purchases do not incur an initial sales charge.
For the period ended April 30, 2006, LMIS, and CGM and its affiliates did not receive any sales charges or CDSCs.
Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.
The Trustees of the Fund have adopted a Retirement Plan (the “Plan”), for all Trustees who are not “interested persons” of the Fund, within the meaning of the 1940 Act. Under the Plan, each Trustee is required to retire from the Board as of the last day of the calendar year in which the applicable Trustee attains age 75. Trustees may retire under the Plan before attaining the mandatory retirement age. Trustees who have served as Trustee of the Trust or any of the investment companies associated with the Manager for at least ten years when they retire are eligible to receive the maximum retirement benefit under the Plan. The maximum retirement benefit is an amount equal to five times the amount of retainer and regular meeting fees payable to a Trustee during the entirety of the calendar year of the
Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report 19
Notes to Financial Statements (unaudited) (continued)
Trustee’s retirement (assuming no change in relevant facts for the balance of the year following the Trustee’s retirement). Amounts under the Plan may be paid in installments or in a lump sum (discounted to present value). Benefits under the Plan are unfunded. Two former Trustees are currently receiving payments under the Plan. In addition, three other former Trustees received full payments under the Plan. The Fund’s allocated share of the liability at April 30, 2006 was $2,748.
3. Investments
During the six months ended April 30, 2006, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
|
Purchases | | $ | 2,423,932 |
|
Sales | | | 28,061,182 |
|
At April 30, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
|
Gross unrealized appreciation | | $ | 639 | |
Gross unrealized depreciation | | | (1,603,762 | ) |
|
Net unrealized depreciation | | $ | (1,603,123 | ) |
|
At April 30, 2006, the Fund had the following open futures contracts:
| Number of | | Expiration | | Basis | | Market | | Unrealized |
| Contracts | | Date | | Value | | Value | | Gain |
|
Contracts to Sell: | | | | | | | | | |
U.S. 5 Year Treasury Notes | 255 | | 6/06 | | $26,719,219 | | $26,559,844 | | $159,375 |
|
4. Class Specific Expenses
The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a distribution and/or service fee calculated at the annual rate of 0.15%, 0.50% and 0.50% of the average daily net assets of Class A, B and C shares, respectively. Distribution fees are accrued daily and paid monthly.
20 Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
For the six months ended April 30, 2006, class specific expenses were as follows:
| | | | | | | | | Shareholder |
| | | | | Transfer | | | Reports |
| | Distribution Fees | | Agent Fees | | | Expenses |
|
Class A | | | $ 49,215 | | | $2,140 | | | $12,999 |
Class B | | | 4,247 | | | 385 | | | 884 |
Class C | | | 57,205 | | | 4,200 | | | 14,156 |
Class Y | | | — | | | 56 | | | 47 |
|
Total | | | $110,667 | | | $6,781 | | | $28,086 |
|
5. Distributions to Shareholders by Class
| | | Six Months Ended | | | Year Ended |
| | | April 30, 2006 | | | October 31, 2005 |
|
Net Investment Income | | | | | | |
Class A | | | $ 865,433 | | | $2,446,558 |
Class B | | | 19,413 | | | 49,820 |
Class C | | | 263,487 | | | 662,620 |
Class Y | | | 7,809 | | | 7,733 |
|
Total | | | $1,156,142 | | | $3,166,731 |
|
6. Shares of Beneficial Interest
At April 30, 2006, 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 share of a class 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.
Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report 21
Notes to Financial Statements (unaudited) (continued)
Transactions in shares of each class were as follows:
| | Six Months Ended | | Year Ended | |
| | April 30, 2006 | | October 31, 2005 | |
| |
|
| | Shares | | | Amount | | Shares | | | Amount | |
|
Class A | | | | | | | | | | | |
Shares sold | | 1,008,483 | | $ | 4,922,107 | | 5,254,432 | | $ | 25,845,898 | |
Shares issued on reinvestment | | 126,622 | | | 617,684 | | 380,176 | | | 1,863,544 | |
Shares repurchased | | (4,734,215 | ) | | (23,091,216 | ) | (17,823,442 | ) | | (87,363,573 | ) |
|
Net Decrease | | (3,599,110 | ) | $ (17,551,425 | ) | (12,188,834 | ) | $ | (59,654,131 | ) |
|
Class B | | | | | | | | | | | |
Shares sold | | 11,545 | | $ | 56,336 | | 89,147 | | $ | 438,175 | |
Shares issued on reinvestment | | 2,542 | | | 12,401 | | 6,214 | | | 30,438 | |
Shares repurchased | | (206,130 | ) | | (1,004,956 | ) | (333,819 | ) | | (1,640,873 | ) |
|
Net Decrease | | (192,043 | ) | $ | (936,219 | ) | (238,458 | ) | $ | (1,172,260 | ) |
|
|
Class C | | | | | | | | | | | |
Shares sold | | 236,592 | | $ | 1,154,021 | | 1,786,578 | | $ | 8,779,266 | |
Shares issued on reinvestment | | 40,011 | | | 195,177 | | 99,255 | | | 486,491 | |
Shares repurchased | | (1,691,837 | ) | | (8,254,813 | ) | (6,172,321 | ) | | (30,302,718 | ) |
|
Net Decrease | | (1,415,234 | ) | $ (6,905,615 | ) | (4,286,488 | ) | $ | (21,036,961 | ) |
|
Class Y | | | | | | | | | | | |
Shares sold | | 143,812 | | $ | 702,800 | | 20,446 | | $ | 100,000 | |
|
Net Increase | | 143,812 | | $ | 702,800 | | 20,446 | | $ | 100,000 | |
|
7. Capital Loss Carryforward
On October 31, 2005, the Fund had a net capital loss carryforward of approximately $2,801,475 which expires in 2012. This amount will be available to offset like amounts of any future taxable gains.
8. Regulatory Matters
On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM and CGM relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).
The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent
22 Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.
The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made.
The order also required that transfer agency fees received from the Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million was distributed to the affected Funds.
The order required SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Fund’s Board selected a new transfer agent for the Fund. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.
Although there can be no assurance, SBFM does not believe that this matter will have a material adverse effect on the Funds.
On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.
9. Legal Matters
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC described in Note 8. The complaints seek injunctive relief and compensatory and punitive
Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report 23
Notes to Financial Statements (unaudited) (continued)
damages, removal of SBFM as the investment manager for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.
On October 5, 2005, a motion to consolidate the five actions and any subsequently filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.
As of the date of this report, SBFM believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Fund or the ability of SBFM and its affiliates to continue to render services to the funds under their respective contracts.
* * *
Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM and a number of its affiliates, including SBFM and Salomon Brothers Asset Management Inc. (collectively, the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund (the “Funds”), and directors or trustees of the Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Funds by improperly charging Rule l2b-1 fees and by drawing on Fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Funds failed to adequately disclose certain aspects of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, the Funds’ investment managers believe the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.
Additional lawsuits arising out of theses circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.
As of the date of this report, the Fund’s investment manager and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.
The Defendants have moved to dismiss the Complaint. Those motions are pending before the court.
24 Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
10. Other Matters
On September 16, 2005, the staff of the SEC informed SBFM and Salomon Brothers Asset Management Inc (“SBAM”) that the staff is considering recommending that the SEC institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.
Although there can be no assurance, SBFM believes that this matter is not likely to have a material adverse effect on the Funds or SBFM’s ability to perform investment management services relating to the Funds.
Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report 25
Additional Shareholder Information (unaudited)
Results of a Special Meeting of Shareholders
On November 29, 2005, a Special Meeting of Shareholders was held to approve a new management agreement for Legg Mason Partners Short Duration Municipal Income Fund. The following table provides the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each matter voted on at the Special Meeting of Shareholders.
Approval of New Management Agreement
| | | | | | | | Broker |
Item Voted On | | Votes For | | Votes Against | | Abstentions | | Non-Votes |
|
New Management | | | | | | | | |
Agreement | | 67,251,181.644 | | 3,167,818.074 | | 1,953,078.080 | | 297,816.640 |
|
26 Legg Mason Partners Short Duration Municipal Income Fund 2006 Semi-Annual Report
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| Legg Mason Partners Short Duration Municipal Income Fund |
| | | |
| TRUSTEES | | INVESTMENT MANAGER |
| Elliott J. Berv | | Smith Barney Fund |
| Donald M. Carlton | | Management LLC |
| A. Benton Cocanougher | | |
| Mark T. Finn | | |
| R. Jay Gerken, CFA | | DISTRIBUTORS |
| Chairman | | Citigroup Global Markets Inc. |
| Stephen Randolph Gross | | Legg Mason Investor Services, LLC |
| Diana R. Harrington | | |
| Susan B. Kerley | | CUSTODIAN |
| Alan G. Merten | | State Street Bank |
| R. Richardson Pettit | | & Trust Company |
|
|
| OFFICERS | | TRANSFER AGENT |
| R. Jay Gerken, CFA | | PFPC Inc. |
| President and | | 4400 Computer Drive |
| Chief Executive Officer | | Westborough, Massachusetts 01581 |
| | | |
| Andrew B. Shoup | | INDEPENDENT REGISTERED |
| Senior Vice President and | | PUBLIC ACCOUNTING FIRM |
| Chief Administrative Officer | | KPMG LLP |
| | | 345 Park Avenue |
| Frances M. Guggino | | New York, New York 10154 |
| Chief Financial Officer and | | |
| Treasurer | | |
| | | |
| Joseph P. Deane | | |
| Investment Officer | | |
|
| David T. Fare | | |
| Investment Officer | | |
|
| Ted P. Becker | | |
| Chief Compliance Officer | | |
|
| John Chiota | | |
| Chief Anti-Money Laundering | | |
| Compliance Officer | | |
|
| Wendy S. Setnicka | | |
| Controller | | |
|
| Robert I. Frenkel | | |
| Secretary and Chief Legal Officer | | |
![](https://capedge.com/proxy/N-CSRS/0000930413-06-005154/c42985_n-csrx36x1.jpg)
ITEM 2. | CODE OF ETHICS. |
| |
| Not Applicable. |
| |
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
| |
| Not Applicable. |
| |
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
| |
| Not applicable. |
| |
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
| |
| Not applicable. |
| |
ITEM 6. | SCHEDULE OF INVESTMENTS. |
| |
| Included herein under Item 1. |
| |
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END |
| MANAGEMENT INVESTMENT COMPANIES. |
| |
| Not applicable. |
| |
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
| |
| Not applicable. |
| |
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT |
| COMPANY AND AFFILIATED PURCHASERS. |
| |
| Not applicable. |
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
| |
| Not applicable. |
| |
ITEM 11. | CONTROLS AND PROCEDURES. |
| |
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| | |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
| | |
ITEM 12. | EXHIBITS. |
| | |
| (a) | Not applicable. |
| | |
| (b) | Attached hereto. |
| | |
| Exhibit 99.CERT | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| Exhibit 99.906CERT | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Legg Mason Partners Trust II |
|
|
By: | /s/ R. Jay Gerken |
| R. Jay Gerken |
| Chief Executive Officer of |
| Legg Mason Partners Trust II |
|
Date: | July 7, 2006 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ R. Jay Gerken |
| R. Jay Gerken |
| Chief Executive Officer of |
| Legg Mason Partners Trust II |
|
Date: | July 7, 2006 |
|
|
|
By: | /s/ Frances M. Guggino |
| Frances M. Guggino |
| Chief Financial Officer of |
| Legg Mason Partners Trust II |
|
Date: | July 7, 2006 |