UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-7149
Legg Mason Partners Oregon Municipals Fund
(Exact name of registrant as specified in charter)
125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4th Fl.
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: (800) 451-2010
Date of fiscal year end: April 30
Date of reporting period: April 30, 2006
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith. |
Legg Mason Partners
Oregon Municipals Fund
A N N U A L R E P O R T
APRIL 30, 2006
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Legg Mason Partners Oregon Municipals Fund |
Annual Report · April 30, 2006
What’s Inside | Letter from the Chairman | I | ||
Manager Overview | 1 | |||
Fund at a Glance | 5 | |||
Fund Expenses | 6 | |||
Fund Performance | 8 | |||
Historical Performance | 9 | |||
Schedule of Investments | 10 | |||
Fund Objective The Fund seeks to provide Oregon investors with as high a level of dividend income exempt from regular federal income tax* and Oregon state personal income tax as is consistent with prudent investment management and preservation of capital. * Certain investors may be subject to the federal Alternative Minimum Tax, and state and local taxes may apply. Capital gains, if any, are fully taxable. Please consult your personal tax adviser. | Statement of Assets and Liabilities | 17 | ||
Statement of Operations | 18 | |||
Statements of Changes in Net Assets | 19 | |||
Financial Highlights | 20 | |||
Notes to Financial Statements | 23 | |||
Report of Independent Registered Public Accounting Firm | 33 | |||
Additional Information | 34 | |||
Important Tax Information | 38 | |||
“Smith Barney”, “Salomon Brothers” and “Citi” are service marks of Citigroup, licensed for use by Legg Mason as the names of funds and investment advisers. Legg Mason and its affiliates, as well as the Fund’s investment manager, are not affiliated with Citigroup. |
Letter from the Chairman
| |
| Dear Shareholder, |
Legg Mason Partners Oregon Municipals Fund I |
Treasuries surpassing that of 10-year Treasuries. An inverted yield curve has historically foreshadowed an economic slowdown or recession. However, some experts, including new Chairman Bernanke, believe the inverted yield curve was largely a function of strong foreign demand for longer-term bonds. Looking at the municipal market, yields of both short- and longer-term securities also rose over the reporting period. However, unlike the Treasury yield curve, the municipal bond curve retained a positive slope. Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s fiscal year and to learn how those conditions have affected Fund performance. Special Shareholder Notice On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment manager (the “Manager”), 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 then existing investment advisory contract to terminate. The Fund’s shareholders previously approved a new investment management contract between the Fund and the Manager, which became effective on December 1, 2005. Information About Your Fund As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. The Fund’s Manager and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund has been informed that the Manager and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations. | |
II Legg Mason Partners Oregon Municipals Fund |
Important information concerning the Fund and its Manager with regard to recent regulatory developments is contained in the Notes to Financial Statements included in this report. As always, thank you for your confidence in our stewardship of Sincerely, R. Jay Gerken, CFA May 25, 2006 | |
i | Gross domestic product is a market value of goods and services produced by labor and property in a given country. |
ii | The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
iii | The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. |
Legg Mason Partners Oregon Municipals Fund III |
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Manager Overview | |
JOSEPH P. DEANE (left) DAVID T. FARE (right) |
Special Shareholder Notices Effective January 12, 2006, the Board appointed Joseph P. Deane and David T. Fare as Co-Portfolio Managers of the Fund. Messrs. Deane and Fare were also elected Vice Presidents and Investment Officers of the Fund. Prior to April 7, 2006, the Fund operated under the name Smith Barney Oregon Municipals Fund. The Fund’s investment strategy and objective have not changed as a result of this name change. | |
Q. | What were the overall market conditions during the Fund’s reporting period? |
A. Despite a variety of significant headwinds, the municipal bond market generated positive returns during the one-year period ended April 30, 2006 and outperformed the overall taxable bond market. Over that period, the Lehman Brothers Municipal Bond Indexi gained 2.16% while the Lehman Brothers U.S. Aggregate Indexii rose 0.71% . | |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 1 |
and longer-term municipal yields also rose, albeit to a lesser extent than equal durationv Treasuries. This, coupled with improving balance sheets in many states, helped municipal securities to outperform taxable bonds over the last year. Performance Review | |||
Performance Snapshot as of April 30, 2006 (excluding sales charges) (unaudited) | |||
6 Months | 12 Months | ||
Oregon Municipals Fund—Class A Shares | 3.32% | 4.57% | |
Lehman Brothers Municipal Bond Index | 1.56% | 2.16% | |
Lipper Oregon Municipal Debt Funds Category Average | 1.69% | 2.08% | |
The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value, investment returns and yields will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. Current reimbursements and/or fee waivers are voluntary, and may be reduced or terminated at any time. Absent these reimbursements or waivers, performance would have been lower. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/InvestorServices. Excluding sales charges, Class B shares returned 3.14% and Class C shares returned 3.04% over the six months ended April 30, 2006. Excluding sales charges, Class B shares returned 4.00% and Class C shares returned 4.01% over the twelve months ended April 30, 2006. All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions. The 30-Day SEC Yield for Class A, Class B and Class C was 4.21%, 3.82% and 3.82%, respectively. Absent these reimbursements or waivers, the 30-Day SEC Yield for Class A, Class B and Class C would have been 4.07%, 3.67% and 3.67%, respectively. The “SEC Yield” is a return figure often quoted by bond and other fixed-income mutual funds. This quotation is based on the most recent 30-day (or one-month) period covered by the Fund’s filings with the SEC. The yield figure reflects the interest earned during the period after deduction of the Fund’s expenses for the period. These yields are as of April 30, 2006 and are subject to change. Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the period ended April 30, 2006, including the reinvestment of distributions, including returns of capital, if any, calculated among the 18 funds for the six-month period and among the 18 funds for the 12-month period in the Fund’s Lipper category and excluding sales charges. | |||
1 | Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended April 30, 2006, including the reinvestment of distributions, including returns of capital, if any, calculated among the 18 funds in the Fund’s Lipper category, and excluding sales charges. | ||
2 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Q. | What were the most significant factors affecting Fund performance? |
What were the leading contributors to performance? | |
| A. Given the rising interest rate environment and expectations for further Fed tightening, we maintained a defensive approach in terms of the Fund’s maturity. As such, the Fund’s duration was generally shorter than its benchmark index. This proved to be beneficial, as bond prices generally fall when interest rates rise. In addition, we were able to use the proceeds from our cash flows and coupons and reinvest that money into municipal bonds offering higher coupons. Throughout the reporting period, we also emphasized a well-diversified portfolio, with holdings from a diverse array of market segments that we believed had favorable risk/reward characteristics. What were the leading detractors from performance? A. During the reporting period, we continued to maintain a high quality portfolio. This was somewhat of a drag on returns, as lower-rated, more speculative municipals generated better results over the period. However, given the prevailing market environment and the Fund’s investment objective, we believed a higher quality approach was appropriate. |
Q. | Were there any significant changes to the Fund during the reporting |
period? | |
A. There were no significant changes during the reporting period as we maintained a high quality portfolio and were defensively positioned. | |
Thank you for your investment in the Legg Mason Partners Oregon Municipals Fund. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals. | |
Sincerely,
Joseph P. Deane | David T. Fare |
Vice President and | Vice President and |
Investment Officer | Investment Officer |
May 25, 2006 | |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 3 |
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole. RISKS: Keep in mind, the Fund’s investments are subject to interest rate and credit risks. As interest rates rise, bond prices fall, reducing the value of the Fund's share price. Lower-rated, higher yielding bonds known as “junk bonds” are subject to greater credit risk, including the risk of default, than higher-rated obligations. As a non-diversified fund, it can invest a larger percentage of its assets in fewer issues than a diversified fund. This may magnify the Fund’s losses from events affecting a particular issuer. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for information on these and other risks. All index performance reflects no deduction for fees, expenses or taxes. Please note an investor cannot invest directly in an index. | |
i | The Lehman Brothers Municipal Bond Index is a broad measure of the municipal bond market with maturities of at least one year. |
ii | The Lehman Brothers U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage and asset- backed issues, rated investment grade or higher, and having at least one year to maturity. |
iii | The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
iv | The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. |
v | Duration is a common gauge of the price sensitivity of a fixed income asset or portfolio to a change in interest rates. |
4 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Fund at a Glance (unaudited)
Investment Breakdown |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 5 |
Fund Expenses (unaudited) Actual Expenses |
Based on Actual Total Return(1) | ||||||||||
Actual Total Return Without Sales Charges(2) | Beginning Account Value | Ending Account Value | Annualized Expense Ratios | Expenses Paid During the Period(3) | ||||||
Class A | 3.32% | $1,000.00 | $1,033.20 | 0.83% | $4.18 | |||||
Class B | 3.14 | 1,000.00 | 1,031.40 | 1.38 | 6.95 | |||||
Class C | 3.04 | 1,000.00 | 1,030.40 | 1.39 | 7.00 |
(1) | For the six months ended April 30, 2006. |
(2) | Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charges (“CDSC”) with respect to Class B and C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. |
(3) | Expenses (net of voluntary fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half- year, then divided by 365. |
6 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Fund Expenses (unaudited) (continued)
Hypothetical Example for Comparison Purposes
The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. |
Based on Hypothetical Total Return(1) | ||||||||||
| | Hypothetical Annualized Total Return | | Beginning Account Value | | Ending Account Value | | Annualized Expense Ratios | | Expenses Paid During the Period(2) |
Class A | 5.00% | $1,000.00 | $1,020.68 | 0.83% | $4.16 | |||||
Class B | 5.00 | 1,000.00 | 1,017.95 | 1.38 | 6.90 | |||||
Class C | 5.00 | 1,000.00 | 1,017.90 | 1.39 | 6.95 |
(1) | For the six months ended April 30, 2006. |
(2) | Expenses (net of voluntary fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half- year, then divided by 365. |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 7
Fund Performance | ||||||
Average Annual Total Returns(1) (unaudited) | ||||||
Without Sales Charges(2) | ||||||
Class A | Class B | Class C | ||||
Twelve Months Ended 4/30/06 | 4.57% | 4.00% | 4.01% | |||
Five Years Ended 4/30/06 | 5.51 | 4.94 | 4.90 | |||
Ten Years Ended 4/30/06 | 5.62 | 5.06 | 5.02 | |||
Inception* through 4/30/06† | 6.27 | 5.71 | 5.04 | |||
With Sales Charges(3) | ||||||
Class A | Class B | Class C | ||||
Twelve Months Ended 4/30/06 | 0.42% | (0.50)% | 3.01% | |||
Five Years Ended 4/30/06 | 4.65 | 4.78 | 4.90 | |||
Ten Years Ended 4/30/06 | 5.18 | 5.06 | 5.02 | |||
Inception* through 4/30/06† | 5.90 | 5.71 | 5.04 | |||
Cumulative Total Returns(1) (unaudited) | ||||||
Without Sales Charges(2) | ||||||
Class A (4/30/96 through 4/30/06) | 72.70% | |||||
Class B (4/30/96 through 4/30/06) | 63.80 | |||||
Class C (4/30/96 through 4/30/06) | 63.25 |
(1) | All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of volun- tary fee waivers and/or expense reimbursements, the total return would have been lower. |
(2) | Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduc- tion of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charges (“CDSC”) with respect to Class B and C shares. |
(3) | Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 4.00%; Class B shares reflect the deduction of a 4.50% CDSC, which applies if shares are redeemed within one year from purchase payment. This CDSC declines by 0.50% the first year after purchase pay- ment and thereafter by 1.00% per year until no CDSC is incurred. Class C shares also reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within the first year of purchase payment. |
* | Inception dates for Class A, B and C shares are May 23, 1994, May 23, 1994 and May 16, 1995, respectively. |
† | Total return includes the effect of a cash contribution to capital from the investment manager which was made on October 24, 1994. Without this cash contribution, the total returns would have been as follows: |
| Class A | Class B | ||
5/23/94 through 4/30/06 | ||||
Average Annual Total Returns Without Sales Charges | 6.12% | 5.52% | ||
Average Annual Total Returns With Sales Charges | 5.75 | 5.52 |
8 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Historical Performance (unaudited) |
Value of $10,000 Invested in Class A and B Shares of Legg Mason Partners Oregon |
Municipals Fund vs. Lehman Brothers Municipal Bond Index and the Lipper Oregon |
Municipal Debt Funds Category Average† (April 1996–April 2006) |
† | Hypothetical illustration of $10,000 invested in Class A and B shares on April 30, 1996, assuming the deduction of the maximum 4.00% sales charge at the time of investment for Class A shares. It also assumes reinvestment of all distributions, including returns of capital, if any, at net asset value through April 30, 2006. The Lehman Brothers Municipal Bond Index is a broad based, total return index comprised of investment-grade, fixed rate municipal bonds selected from issues larger than $50 million issued since January 1991. The index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. The Lipper Oregon Municipal Debt Funds Category Average is comprised of an average of the Fund’s peer group of 18 mutual funds investing in Oregon municipal securities as of April 30, 2006. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other class of shares may be greater or less than Class A and B shares’ performance indicated on this chart, depending on whether higher or lower sales charges and fees were incurred by shareholders investing in the other class. |
All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. | |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 9 |
Schedule of Investments (April 30, 2006) | ||||||||
LEGG MASON PARTNERS OREGON MUNICIPALS FUND | ||||||||
Face Amount | | Rating‡ | | Security | Value | |||
MUNICIPAL BONDS — 95.7% | ||||||||
Cogeneration Facilities — 0.2% | ||||||||
$ | 100,000 | NR | Western Generation Agency, Cogeneration Project Revenue, | |||||
Wauna Cogeneration Project, Series B, 7.250% due 1/1/09 (a)(b) | $ | 100,210 | ||||||
Education — 7.6% | ||||||||
600,000 | BBB+ | Multnomah County, Educational Facilities Revenue, University Portland | ||||||
Project, 6.000% due 4/1/25 | 633,679 | |||||||
Oregon State Facilities Authority Revenue: | ||||||||
500,000 | Baa1(c) | Linfield College Project, Series A, 5.000% due 10/1/25 | 508,615 | |||||
1,210,000 | AAA | Senior College in Student Housing Project A, XLCA-Insured, | ||||||
5.250% due 7/1/25 (b) | 1,281,172 | |||||||
1,240,000 | AAA | Willamette University Project, Series A, FGIC-Insured, | ||||||
5.000% due 10/1/34 (b) | 1,282,086 | |||||||
500,000 | A | University of the Virgin Islands, Refunding & Improvement, Bonds | ||||||
Series A, ACA-Insured, 6.250% due 12/1/29 | 540,235 | |||||||
Total Education | 4,245,787 | |||||||
Escrowed to Maturity (d) — 1.7% | ||||||||
130,000 | AAA | Commonwealth of Puerto Rico, Aqueduct & Sewer Authority Revenue, | ||||||
10.250% due 7/1/09 | 143,621 | |||||||
Umatilla County Hospital Facility Authority Revenue, Catholic Health | ||||||||
Initiatives, Series A: | ||||||||
465,000 | AA | 5.750% due 12/1/20 | 505,316 | |||||
285,000 | AA | 5.500% due 3/1/22 | 309,014 | |||||
Total Escrowed to Maturity | 957,951 | |||||||
Finance — 2.9% | ||||||||
Virgin Islands Public Finance Authority Revenue, Series A: | ||||||||
1,000,000 | BBB | Gross Receipts Taxes Loan Notes, 6.500% due 10/1/24 (b) | 1,103,410 | |||||
500,000 | A | Senior Lien, ACA/CBI-Insured, 5.500% due 10/1/18 | 519,960 | |||||
Total Finance | 1,623,370 | |||||||
General Obligation — 13.2% | ||||||||
500,000 | AAA | Jefferson County GO, School District No 509J, FGIC-School Board | ||||||
Guaranty, 5.250% due 6/15/16 | 533,595 | |||||||
2,000,000 | Aaa(c) | Lane County GO, Eugene School District No 4J, FSA-Insured, | ||||||
5.000% due 7/1/17 (b) | 2,081,540 | |||||||
500,000 | NR | Northern Mariana Islands Commonwealth, GO, Series A, | ||||||
7.375% due 6/1/30 | 533,050 | |||||||
Oregon State GO: | ||||||||
2,380,000 | AA- | State Board of Higher Education, Series B, 5.000% due 8/1/31 (b) | 2,470,702 | |||||
210,000 | AA- | Veterans Welfare, Series 80A, 5.700% due 10/1/32 | 213,708 | |||||
1,000,000 | Aaa(c) | Rogue Community College District Oregon GO, Refunding, | ||||||
MBIA-School Board Guaranty, 5.000% due 6/15/25 | 1,040,040 | |||||||
See Notes to Financial Statements. |
10 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Schedule of Investments (April 30, 2006) (continued) | ||||||||
Face Amount | | Rating‡ | | Security | Value | |||
General Obligation — 13.2% (continued) | ||||||||
$ | 500,000 | AAA | Tillamook County GO, School District No 9, FSA-School Board | |||||
Guaranty, 5.250% due 6/15/22 | $ | 531,360 | ||||||
Total General Obligation | 7,403,995 | |||||||
Hospitals — 15.4% | ||||||||
500,000 | AA | Clackamas County, Hospital Facilities Authority Revenue, | ||||||
Gross-Willamette Falls Hospital Project, Radian-Insured, | ||||||||
5.500% due 4/1/22 | 530,200 | |||||||
Clackamas County, OR, Hospital Facilities Authority Revenue: | ||||||||
Legacy Health System: | ||||||||
500,000 | AA | 5.750% due 5/1/16 | 538,185 | |||||
1,000,000 | AA | 5.250% due 5/1/21 | 1,039,020 | |||||
1,000,000 | Baa3(c) | Williamette Falls Hospital Project, 6.000% due 4/1/19 | 1,033,470 | |||||
1,000,000 | AA | Hillsboro Hospital Facility Authority Revenue, Tuality Healthcare | ||||||
Project, Radian-Insured, 5.375% due 10/1/31 | 1,044,500 | |||||||
1,000,000 | BBB(e) | Klamath Falls, OR, Inter Community Hospital Authority Revenue, | ||||||
Refunding Bonds, Merle West Medical Center Project, | ||||||||
6.250% due 9/1/31 | 1,067,600 | |||||||
500,000 | AA | Multnomah County Hospital Facility Authority Revenue, Providence | ||||||
Health Systems, 5.250% due 10/1/24 | 525,285 | |||||||
1,000,000 | BBB- | Puerto Rico Industrial, Tourist, Educational, Medical & Environmental | ||||||
Control Facilities, Series A, Ryder Memorial Hospital Project, | ||||||||
6.700% due 5/1/24 | 1,005,430 | |||||||
Umatilla County Hospital Facility Authority Revenue, Catholic Health | ||||||||
Initiatives, Series A: | ||||||||
535,000 | AA | 5.750% due 12/1/20 | 579,902 | |||||
215,000 | AA | 5.500% due 3/1/22 | 229,646 | |||||
1,000,000 | AA | 5.000% due 5/1/22 | 1,036,660 | |||||
Total Hospitals | 8,629,898 | |||||||
Housing: Multi-Family — 5.4% | ||||||||
260,000 | Aa2(c) | MFH Revenue Bond Pass-Through Certificates Beneficial Ownership, | ||||||
Pacific Tower Apartments, Series 6, 6.050% due 11/1/34 (a) | 269,953 | |||||||
500,000 | Aaa(c) | Portland Housing Authority, Multi-Family Revenue, Cherry Blossom | ||||||
Apartments, Series A, GNMA-Collateralized, | ||||||||
6.100% due 12/20/26 (a) | 518,035 | |||||||
Washington County Housing Authority, Multi-Family Revenue: | ||||||||
1,000,000 | NR | Affordable Housing Pool, Series A, 6.125% due 7/1/29 | 1,042,230 | |||||
1,000,000 | Aa3(c) | Bethany Meadows Project, LOC-U.S. Bank NA, | ||||||
6.250% due 8/1/13 (a) | 1,004,080 | |||||||
220,000 | AAA | Terrace View Project, FNMA-Collateralized, 5.500% due 12/1/17 (a) | 224,635 | |||||
Total Housing: Multi-Family | 3,058,933 | |||||||
See Notes to Financial Statements. |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 11 |
Schedule of Investments (April 30, 2006) (continued) | ||||||||
Face Amount | | Rating‡ | | Security | Value | |||
Housing: Single-Family — 1.2% | ||||||||
$ | 285,000 | Aa2(c) | Oregon State Housing & Community Services Department, Mortgage | |||||
Revenue, Single-Family Mortgage Program, Series F, | ||||||||
5.550% due 7/1/30 | $ | 288,942 | ||||||
295,000 | AAA | Puerto Rico Housing, Bank & Finance Agency, Single-Family | ||||||
Mortgage Revenue, Affordable Housing Mortgage, Portfolio I, | ||||||||
GNMA/FNMA/FHLMC-Collateralized, 6.250% due 4/1/29 (a) | 297,504 | |||||||
110,000 | NR | Virgin Islands HFA, Single-Family Revenue, GNMA Mortgage-Backed | ||||||
Securities Program, Series A, GNMA-Collateralized, | ||||||||
6.450% due 3/1/16 (a) | 110,704 | |||||||
Total Housing: Single-Family | 697,150 | |||||||
Industrial Development — 1.8% | ||||||||
1,000,000 | B | Oregon State EDR, Georgia-Pacific Corp., Series CLVII, | ||||||
6.350% due 8/1/25 (a) | 1,003,800 | |||||||
Life Care Systems — 1.8% | ||||||||
1,000,000 | NR | Yamhill County Hospital Authority, Friendsview Retirement Community, | ||||||
7.000% due 12/1/34 | 1,030,420 | |||||||
Miscellaneous — 1.5% | ||||||||
300,000 | NR | Lebanon Urban Renewal Agency, 5.500% due 6/1/14 | 312,018 | |||||
500,000 | AAA | Oregon State Department of Administrative Services Lottery Revenue, | ||||||
Series B, FSA-Insured, 5.000% due 4/1/19 | 521,200 | |||||||
Total Miscellaneous | 833,218 | |||||||
Pre-Refunded (f) — 29.8% | ||||||||
Clackamas County GO: | ||||||||
500,000 | AA- | Canby School District No 86, School Board Guaranty, | ||||||
Call 6/15/10 @ 100, 5.250% due 6/15/20 | 528,345 | |||||||
500,000 | Aaa(c) | Lake Oswego School District No 7J, MBIA-Insured, | ||||||
Call 6/1/11 @ 100, 5.000% due 6/1/26 | 529,115 | |||||||
360,000 | AA- | Clackamas County Service District North 1, Sewer Revenue, | ||||||
Call 10/1/06 @ 100, 6.375% due 10/1/14 | 364,093 | |||||||
2,000,000 | NR | Clackamas County, Hospital Facilities Authority Revenue, Mary's | ||||||
Woods at Marylhurst Inc., Senior Living Facilities, Series A, | ||||||||
Call 5/15/09 @ 102, 6.625% due 5/15/29 (b) | 2,197,900 | |||||||
300,000 | Aaa(c) | Deschutes County GO, Administrative School District No 1, Series A, | ||||||
FSA-School Board Guaranty, Call 6/15/11 @ 100, | ||||||||
5.500% due 6/15/18 | 324,513 | |||||||
500,000 | AAA | Eugene Water Revenue, Utilities Systems, FSA-Insured, | ||||||
Call 8/1/10 @ 100, 5.875% due 8/1/30 | 542,320 | |||||||
850,000 | AA | Forest Grove, Campus Improvement & Refunding Revenue, Pacific | ||||||
University, Radian-Insured, Call 5/1/10 @ 100, 6.300% due 5/1/25 | 931,362 | |||||||
500,000 | AAA | Jackson County GO, Central Point School District No 6, FGIC-School | ||||||
Board Guaranty, Call 6/15/10 @ 100, 5.250% due 6/15/20 | 529,320 | |||||||
1,000,000 | AAA | Klamath Falls Wastewater Revenue, AMBAC-Insured, | ||||||
Call 6/1/10 @ 100, 5.500% due 6/1/25 | 1,067,520 | |||||||
See Notes to Financial Statements. |
12 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Schedule of Investments (April 30, 2006) (continued) | ||||||||
Face Amount | Rating‡ | Security | Value | |||||
Pre-Refunded (f) — 29.8% (continued) | ||||||||
$ | 500,000 | AAA | Lane County GO, Bethel School District No 52, FGIC-School Board | |||||
Guaranty, Call 12/1/06 @ 100, 6.400% due 12/1/09 | $ | 508,060 | ||||||
500,000 | AA- | Multnomah County GO, Reynolds School District No 7, School Board | ||||||
Guaranty, Call 6/15/11 @ 100, 5.125% due 6/15/20 | 532,195 | |||||||
500,000 | Aaa(c) | Multnomah-Clackamas County GO, Centennial School District | ||||||
No 28-302, FGIC-School Board Guaranty, Call 6/15/11 @ 100, | ||||||||
5.000% due 6/15/21 | 529,310 | |||||||
500,000 | AAA | Oregon State Department of Administrative Services, COP, Series A, | ||||||
AMBAC-Insured, Call 5/1/10 @ 101, 6.250% due 5/1/17 (g) | 551,260 | |||||||
Oregon State Department of Transportation Highway User Tax Revenue: | ||||||||
500,000 | AA+ | Call 11/15/10 @ 100, 5.375% due 11/15/20 | 534,650 | |||||
1,000,000 | AA+ | FGIC-School Board Guaranty, Call 11/15/12 @ 100, | ||||||
5.500% due 11/15/18 (b) | 1,093,290 | |||||||
1,000,000 | AA+ | Series A, Call 11/15/12 @ 100, 5.500% due 11/15/20 (b) | 1,093,290 | |||||
Oregon State Health, Housing, Educational & Cultural Facilities | ||||||||
Authority, Series A: | ||||||||
1,000,000 | Baa1(c) | Linfield College Project, Call 10/1/10 @ 101, | ||||||
6.625% due 10/1/20 (b) | 1,122,160 | |||||||
Western St. Chiropractic, ACA-Insured, Call 12/1/09 @ 102: | ||||||||
785,000 | A | 6.350% due 12/1/20 | 866,742 | |||||
545,000 | A | 6.350% due 12/1/25 | 601,751 | |||||
500,000 | AA+ | Tri-County Metropolitan Transportation District Revenue, Series A, | ||||||
Call 8/1/10 @ 100, 5.375% due 8/1/20 | 531,580 | |||||||
500,000 | Aaa(c) | Washington County GO, Forest Grove School District No. 15, | ||||||
FSA-School Board Guaranty, Call 6/15/11 @ 100, | ||||||||
5.000% due 6/15/21 | 529,310 | |||||||
1,135,000 | Aaa(c) | Washington, Multnomah & Yamill County GO, School District No 1J, | ||||||
MBIA-Insured, Call 6/1/11 @ 100, 5.125% due 6/1/17 (b) | 1,207,595 | |||||||
Total Pre-Refunded | 16,715,681 | |||||||
Public Facilities — 2.8% | ||||||||
500,000 | AAA | Oregon State Bond Bank Revenue, Economic & Community | ||||||
Development Department, Series B, MBIA-Insured, | ||||||||
5.500% due 1/1/26 | 524,480 | |||||||
1,000,000 | AAA | Oregon State Department of Administrative Services, Series A, | ||||||
5.000% due 5/1/30 | 1,034,400 | |||||||
Total Public Facilities | 1,558,880 | |||||||
Solid Waste — 3.7% | ||||||||
1,975,000 | NR | Wasco County, OR, Solid Waste Disposal Revenue, Waste Connections | ||||||
Inc. Project, 7.250% due 3/1/21 (a)(b) | 2,103,573 | |||||||
Tax Allocation — 1.9% | ||||||||
1,000,000 | Aaa(c) | Portland, OR, Urban Renewal & Redevelopment, Series A, | ||||||
AMBAC-Insured, 5.000% due 6/15/18 | 1,058,570 | |||||||
See Notes to Financial Statements. |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 13 |
Schedule of Investments (April 30, 2006) (continued) | ||||||||
Face Amount | | Rating‡ | Security | Value | ||||
Transportation — 4.5% | ||||||||
$ | 1,000,000 | AAA | Port of Portland Airport Revenue, Portland International Airport, | |||||
Series B, AMBAC-Insured, 5.500% due 7/1/18 (a) | $ | 1,039,280 | ||||||
500,000 | CCC | Puerto Rico Port Authority Revenue, Special Facilities, American | ||||||
Airlines Inc., Series A, 6.250% due 6/1/26 (a) | 441,745 | |||||||
1,000,000 | AAA | Tri City Metropolitan Transportation District Oregon Revenue, | ||||||
Refunding Ltd. Tax Pledge, Series A, FSA-Insured, | ||||||||
5.000% due 9/1/18 | 1,050,910 | |||||||
Total Transportation | 2,531,935 | |||||||
Water and Sewer — 0.3% | ||||||||
165,000 | Aa1(c) | Port of Umatilla, OR, Water Revenue, LOC-Bank of America NA, | ||||||
6.650% due 8/1/22 (a) | 166,153 | |||||||
| TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $51,209,203) | 53,719,524 | ||||||
SHORT-TERM INVESTMENT — 1.4% | ||||||||
General Obligation — 1.4% | ||||||||
800,000 | VMIG1(c) | Oregon State Facilities Authority Revenue, Episcopal School Projects, | ||||||
Series A, LOC-U.S. Bank, 3.840%, 5/4/06 (h) (Cost — $800,000) | 800,000 | |||||||
TOTAL INVESTMENTS — 97.1% (Cost — $52,009,203#) | 54,519,524 | |||||||
Other Assets in Excess of Liabilities — 2.9% | 1,656,410 | |||||||
TOTAL NET ASSETS — 100.0% | $ | 56,175,934 |
‡ | All ratings are by Standard & Poor’s Ratings Service, unless otherwise noted. All ratings are unaudited. | |
(a) | Income from this issue is considered a preference item for purposes of calculating the alternative minimum tax (“AMT”). | |
(b) | All or a portion of this security is segregated for open futures contracts. | |
(c) | Rating by Moody’s Investors Service. All ratings are unaudited. | |
(d) | Bonds are escrowed to maturity by government securities and/or U.S. government agency securities and are considered by the Manager to be triple-A rated even if issuer has not applied for new ratings. | |
(e) | Rating by Fitch Ratings Service. All ratings are unaudited. | |
(f) | Pre-Refunded bonds are escrowed with government obligations and/or government agency securities and are considered by the Manager to be triple-A rated even if issuer has not applied for new ratings. | |
(g) | All or a portion of this security is held at the broker as collateral for open futures contracts. | |
(h) | Variable rate demand obligations have a demand feature under which the Fund can tender them back to the issuer on no more than 7 days notice. Date shown is the date of the next interest rate change. | |
# | Aggregate cost for federal income tax purposes is $51,992,506. | |
See pages 15 and 16 for definitions of ratings |
Abbreviations used in this schedule: | |||
ACA | – | American Capital Assurance | |
AMBAC | – | Ambac Assurance Corporation | |
CBI | – | Certificate of Bond Insurance | |
COP | – | Certificate of Participation | |
EDR | – | Economic Development Revenue | |
FGIC | – | Financial Guaranty Insurance Company | |
FHLMC | – | Federal Home Loan Mortgage Corporation | |
FNMA | – | Federal National Mortgage Association | |
FSA | – | Financial Security Assurance | |
GNMA | – | Government National Mortgage Association | |
GO | – | General Obligation | |
HFA | – | Housing Finance Authority | |
LOC | – | Letter of Credit | |
MBIA | – | Municipal Bond Investors Assurance Corporation | |
MFH | – | Multi-Family Housing | |
Radian | – | Radian Assets Assurance | |
XLCA | – | XL Capital Assurance Inc. | |
See Notes to Financial Statements. |
14 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Bond Ratings (unaudited)
The definitions of the applicable rating symbols are set forth below:
Standard & Poor’s Ratings Service (“Standard & Poor’s’’) — Ratings from “AA’’ to “CCC’’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standings within the major rating categories. | ||
AAA | — | Bonds rated “AAA’’ have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong. |
AA | — | Bonds rated “AA’’ have a very strong capacity to pay interest and repay principal and differs from the highest rated issue only in a small degree. |
A | — | Bonds rated “A’’ have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. |
BBB | — | Bonds rated “BBB’’ are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay bonds in this category than in higher rated categories. |
BB, B, CCC, CC and C | — | Bonds rated “BB’’, “B”, “CCC”, “CC” and “C” are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” represents the lowest degree of speculation and “C” the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. |
D | — | Bonds rated “D” are in default and payment of interest and/or repayment of principal is in arrears. |
| ||
Aaa | — | Bonds rated “Aaa’’ are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.’’ Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. |
Aa | — | Bonds rated “Aa’’ are judged to be of high quality by all standards. Together with the “Aaa’’ group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities. |
A | — | Bonds rated “A’’ possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future. |
Baa | — | Bonds rated “Baa’’ are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. |
Ba | — | Bonds rated “Ba” are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and therefore not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. |
B | — | Bonds rated “B” generally lack characteristics of desirable investments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. |
Caa | — | Bonds rated “Caa” are of poor standing. These may be in default, or present elements of danger may exist with respect to principal or interest. |
Ca | — | Bonds rated “Ca” represent obligations which are speculative in a high degree. Such issues are often in default or have other marked short-comings. |
C | — | Bonds rated “C” are the lowest class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 15 |
Bond Ratings (unaudited) (continued)
Fitch Ratings Service (“Fitch”) — Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standings within the major rating categories | ||
AAA | — | Bonds rated “AAA” have the highest rating assigned by Fitch. Capacity to pay interest and repay principal is extremely strong. |
AA | — | Bonds rated “AA” have a very strong capacity to pay interest and repay principal and differ from the highest rated issues only in a small degree. |
A | — | Bonds rated “A” have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. |
BBB | — | Bonds rated “BBB” are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories. |
BB, B, CCC and CC | — | Bonds rated “BB”, “B”, “CCC” and “CC” are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” represents a lower degree of speculation than “B”, and “CC” the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. |
NR | — | Indicates that the bond is not rated by Standard & Poor’s, Moody’s or Fitch. |
Short-Term Security Ratings (unaudited)
SP-1 | — | Standard & Poor’s highest rating indicating very strong or strong capacity to pay principal and interest; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign. |
A-1 | — | Standard & Poor’s highest commercial paper and variable-rate demand obligation (VRDO) rating indicating that the degree of safety regarding timely payment is either overwhelming or very strong; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign. |
VMIG 1 | — | Moody’s highest rating for issues having a demand feature — VRDO. |
MIG1 | — | Moody’s highest rating for short-term municipal obligations. |
P-1 | — | Moody’s highest rating for commercial paper and for VRDO prior to the advent of the VMIG 1 rating. |
16 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Statement of Assets and Liabilities (April 30, 2006) | ||||
ASSETS: | ||||
Investments, at value (Cost — $52,009,203) | $ | 54,519,524 | ||
Cash | 21,520 | |||
Interest receivable | 922,020 | |||
Receivable for securities sold | 850,000 | |||
Receivable for Fund shares sold | 21,847 | |||
Prepaid expenses | 2,259 | |||
Total Assets | 56,337,170 | |||
LIABILITIES: | ||||
Distributions payable | 82,552 | |||
Payable to broker — variation margin on open futures contracts | 25,000 | |||
Investment management fee payable | 16,168 | |||
Deferred compensation payable | 8,885 | |||
Distribution fees payable | 5,881 | |||
Payable for Fund shares repurchased | 1,000 | |||
Trustees’ fees payable | 193 | |||
Accrued expenses | 21,557 | |||
Total Liabilities | 161,236 | |||
Total Net Assets | $ | 56,175,934 | ||
NET ASSETS: | ||||
Par value (Note 6) | $ | 5,275 | ||
Paid-in capital in excess of par value | 54,829,492 | |||
Undistributed net investment income | 71,766 | |||
Accumulated net realized loss on investments and futures contracts | (2,025,217 | ) | ||
Net unrealized appreciation on investments and futures contracts | 3,294,618 | |||
Total Net Assets | $ | 56,175,934 | ||
Shares Outstanding: | ||||
Class A | 2,956,792 | |||
Class B | 847,628 | |||
Class C | 1,470,572 | |||
Net Asset Value: | ||||
Class A (and redemption price) | $10.67 | |||
Class B * | $10.61 | |||
Class C * | $10.62 | |||
Maximum Public Offering Price Per Share: | ||||
Class A (based on maximum sales charge of 4.00%) | $11.11 | |||
*Redemption price is NAV of Class B and C shares reduced by a 4.50% and 1.00% CDSC, respectively, if shares are redeemed | ||||
See Notes to Financial Statements. | ||||
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 17 |
Statement of Operations (For the year ended April 30, 2006) | |||
INVESTMENT INCOME: | |||
Interest | $ | 2,996,772 | |
EXPENSES: | |||
Distribution fees (Notes 2 and 4) | 225,834 | ||
Investment management fee (Note 2) | 218,205 | ||
Legal fees | 77,155 | ||
Administration fees (Note 2) | 68,493 | ||
Shareholder reports (Note 4) | 42,028 | ||
Audit and tax | 20,477 | ||
Custody fees | 17,216 | ||
Transfer agent fees (Notes 2 and 4) | 13,306 | ||
Trustees’ fees (Note 2) | 8,830 | ||
Registration fees | 3,228 | ||
Insurance | 2,005 | ||
Miscellaneous expenses | 4,113 | ||
Total Expenses | 700,890 | ||
Less: Fee waivers and/or expense reimbursements (Notes 2 and 8) | (90,361 | ) | |
Net Expenses | 610,529 | ||
Net Investment Income | 2,386,243 | ||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND | |||
FUTURES CONTRACTS (NOTES 1 AND 3): | |||
Net Realized Gain (Loss) From: | |||
Investment transactions | 102,473 | ||
Futures contracts | (114,271 | ) | |
Net Realized Loss | (11,798 | ) | |
Change in Net Unrealized Appreciation/Depreciation From: | |||
Investments | (1,183,718 | ) | |
Futures contracts | 1,236,562 | ||
Change in Net Unrealized Appreciation/Depreciation | 52,844 | ||
Net Gain on Investments and Futures Contracts | 41,046 | ||
Increase in Net Assets From Operations | $ | 2,427,289 | |
See Notes to Financial Statements. | |||
18 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Statements of Changes in Net Assets (For the years ended April 30,) | ||||||||
2006 | 2005 | |||||||
OPERATIONS: | ||||||||
Net investment income | $ | 2,386,243 | $ | 2,394,762 | ||||
Net realized loss | (11,798 | ) | (592,521 | ) | ||||
Change in net unrealized appreciation/depreciation | 52,844 | 434,295 | ||||||
Increase in Net Assets From Operations | 2,427,289 | 2,236,536 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
FROM (NOTES 1 AND 5): | ||||||||
Net investment income | (2,306,648 | ) | (2,451,560 | ) | ||||
Decrease in Net Assets From | ||||||||
Distributions to Shareholders | (2,306,648 | ) | (2,451,560 | ) | ||||
FUND SHARE TRANSACTIONS (NOTE 6): | ||||||||
Net proceeds from sale of shares | 6,999,464 | 13,418,545 | ||||||
Reinvestment of distributions | 1,274,550 | 1,412,051 | ||||||
Cost of shares repurchased | (12,486,709 | ) | (7,114,839 | ) | ||||
Increase (Decrease) in Net Assets From | ||||||||
Fund Share Transactions | (4,212,695 | ) | 7,715,757 | |||||
Increase (Decrease) in Net Assets | (4,092,054 | ) | 7,500,733 | |||||
NET ASSETS: | ||||||||
Beginning of year | 60,267,988 | 52,767,255 | ||||||
End of year* | $ | 56,175,934 | $ | 60,267,988 | ||||
*Includes undistributed (overdistributed) net investment income of: | $71,766 | $(4,474 | ) | |||||
See Notes to Financial Statements. | ||||||||
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 19 |
Financial Highlights | |||||||||||||||||||
For a share of each class of beneficial interest outstanding throughout each year ended April 30: | |||||||||||||||||||
Class A Shares(1) | 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||
Net Asset Value, Beginning of Year | $ | 10.65 | $ | 10.69 | $ | 10.70 | $ | 10.57 | $ | 10.33 | |||||||||
Income (Loss) From Operations: | |||||||||||||||||||
Net investment income | 0.47 | 0.48 | 0.52 | 0.52 | 0.53 | ||||||||||||||
Net realized and unrealized gain (loss) (2) | 0.00(2) | (2) (0.03 | ) (2) | (2) (0.02 | ) (2) | (2) 0.13 | (2) 0.25 | ||||||||||||
Total Income From Operations | 0.47 | 0.45 | 0.50 | 0.65 | 0.78 | ||||||||||||||
Less Distributions From: | |||||||||||||||||||
Net investment income | (0.45 | ) | (0.49 | ) | (0.51 | ) | (0.51 | ) | (0.54 | ) | |||||||||
In excess of net investment income | — | — | — | (0.01 | ) | — | |||||||||||||
Total Distributions | (0.45 | ) | (0.49 | ) | (0.51 | ) | (0.52 | ) | (0.54 | ) | |||||||||
Net Asset Value, End of Year | $ | 10.67 | $ | 10.65 | $ | 10.69 | $ | 10.70 | $ | 10.57 | |||||||||
Total Return(3) | 4.57 | % | 4.31 | % | 4.74 | % | 6.29 | % | 7.67 | % | |||||||||
Net Assets, End of Year (000s) | $ | 31,557 | $ | 31,560 | $ | 28,041 | $ | 27,820 | $ | 24,163 | |||||||||
Ratios to Average Net Assets: | |||||||||||||||||||
Gross expenses | 0.96 | % | 0.91 | % | 0.89 | % | 0.96 | % | 0.92 | % | |||||||||
Net expenses(4) | 0.81 | 0.75 | 0.74 | 0.81 | 0.77 | ||||||||||||||
Net investment income | 4.42 | 4.51 | 4.82 | 4.85 | 4.98 | ||||||||||||||
Portfolio Turnover Rate | 12 | % | 11 | % | 14 | % | 19 | % | 20 | % |
(1) | Per share amounts have been calculated using the average shares method. |
(2) | Represents less than $0.01. |
(3) | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. |
(4) | The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses. |
See Notes to Financial Statements. | |
20 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Financial Highlights (continued) | |||||||||||||||||||
For a share of each class of beneficial interest outstanding throughout each year ended April 30: | |||||||||||||||||||
Class B Shares(1) | 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||
Net Asset Value, Beginning of Year | $ | 10.59 | $ | 10.63 | $ | 10.63 | $ | 10.52 | $ | 10.29 | |||||||||
Income (Loss) From Operations: | |||||||||||||||||||
Net investment income | 0.41 | 0.42 | 0.46 | 0.45 | 0.47 | ||||||||||||||
Net realized and unrealized gain (loss) (2) | 0.00(2) | (2) (0.03 | ) (2) | (2) (0.01 | ) (2) | (2) 0.12 | (2) 0.26 | ||||||||||||
Total Income From Operations | 0.41 | 0.39 | 0.45 | 0.57 | 0.73 | ||||||||||||||
Less Distributions From: | |||||||||||||||||||
Net investment income | (0.39 | ) | (0.43 | ) | (0.45 | ) | (0.45 | ) | (0.50 | ) | |||||||||
In excess of net investment income | — | — | — | (0.01 | ) | — | |||||||||||||
Total Distributions | (0.39 | ) | (0.43 | ) | (0.45 | ) | (0.46 | ) | (0.50 | ) | |||||||||
Net Asset Value, End of Year | $ | 10.61 | $ | 10.59 | $ | 10.63 | $ | 10.63 | $ | 10.52 | |||||||||
Total Return(3) | 4.00 | % | 3.75 | % | 4.25 | % | 5.53 | % | 7.21 | % | |||||||||
Net Assets, End of Year (000s) | $ | 8,994 | $ | 10,903 | $ | 13,057 | $ | 15,718 | $ | 17,014 | |||||||||
Ratios to Average Net Assets: | |||||||||||||||||||
Gross expenses | 1.53 | % | 1.46 | % | 1.42 | % | 1.54 | % | 1.44 | % | |||||||||
Net expenses(4) | 1.37 | 1.30 | 1.27 | 1.39 | 1.29 | ||||||||||||||
Net investment income | 3.85 | 3.96 | 4.29 | 4.26 | 4.46 | ||||||||||||||
Portfolio Turnover Rate | 12 | % | 11 | % | 14 | % | 19 | % | 20 | % |
(1) | Per share amounts have been calculated using the average shares method. |
(2) | Represents less than $0.01. |
(3) | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. |
(4) | The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses. |
See Notes to Financial Statements. | |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 21 |
Financial Highlights (continued) | |||||||||||||||||||
For a share of each class of beneficial interest outstanding throughout each year ended April 30: | |||||||||||||||||||
Class C Shares(1) | 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||
Net Asset Value, Beginning of Year | $ | 10.60 | $ | 10.64 | $ | 10.65 | $ | 10.53 | $ | 10.31 | |||||||||
Income (Loss) From Operations: | |||||||||||||||||||
Net investment income | 0.41 | 0.42 | 0.45 | 0.46 | 0.46 | ||||||||||||||
Net realized and unrealized gain (loss) | 0.01 | (0.03 | ) | (0.01 | ) | 0.12 | 0.26 | ||||||||||||
Total Income From Operations | 0.42 | 0.39 | 0.44 | 0.58 | 0.72 | ||||||||||||||
Less Distributions From: | |||||||||||||||||||
Net investment income | (0.40 | ) | (0.43 | ) | (0.45 | ) | (0.45 | ) | (0.50 | ) | |||||||||
In excess of net investment income | — | — | — | (0.01 | ) | — | |||||||||||||
Total Distributions | (0.40 | ) | (0.43 | ) | (0.45 | ) | (0.46 | ) | (0.50 | ) | |||||||||
Net Asset Value, End of Year | $ | 10.62 | $ | 10.60 | $ | 10.64 | $ | 10.65 | $ | 10.53 | |||||||||
Total Return(2) | 4.01 | % | 3.73 | % | 4.15 | % | 5.57 | % | 7.05 | % | |||||||||
Net Assets, End of Year (000s) | $ | 15,625 | $ | 17,805 | $ | 11,669 | $ | 10,569 | $ | 6,001 | |||||||||
Ratios to Average Net Assets: | |||||||||||||||||||
Gross expenses | 1.52 | % | 1.45 | % | 1.48 | % | 1.54 | % | 1.50 | % | |||||||||
Net expenses(3) | 1.37 | 1.30 | 1.33 | 1.39 | 1.35 | ||||||||||||||
Net investment income | 3.86 | 3.96 | 4.23 | 4.28 | 4.39 | ||||||||||||||
Portfolio Turnover Rate | 12 | % | 11 | % | 14 | % | 19 | % | 20 | % |
(1) | Per share amounts have been calculated using the average shares method. |
(2) | Performance figures may reflect voluntary fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would have been lower. |
(3) | The investment manager voluntarily waived a portion of its fees and/or reimbursed expenses. |
See Notes to Financial Statements. | |
22 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Notes to Financial Statements 1. Organization and Significant Accounting Policies |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 23 |
Notes to Financial Statements (continued) (d) Fund Concentration. Since the Fund invests primarily in obligations of issuers within Oregon, it is subject to possible concentration risks associated with economic, political, or legal developments or industrial or regional matters specifically affecting Oregon. | |||
Undistributed Net Investment Income | Accumulated Net Realized Loss | Paid-in Capital | |
(a) | $ 69 | $32,777 | $(32,846) |
(b) | (3,424) | 3,424 | — |
(a) Reclassifications are primarily due to book/tax differences in the treatment of various items. (b) Reclassifications are primarily due to differences between book and tax accretion of market discount on fixed income securities. | |||
24 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Notes to Financial Statements (continued) 2. Investment Management Agreement and Other Transactions with Affiliates |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 25 |
Notes to Financial Statements (continued) There is a maximum initial sales charge of 4.00% 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 one year 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 one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $500,000 in the aggregate. These purchases do not incur an initial sales charge. | ||
Class B | Class C | |
CDSCs | $7,000 | $2,000 |
The Fund has adopted an unfunded, non-qualified deferred compensation plan (the “Plan”) which allows non-interested trustees (“Trustees”) to defer the receipt of all or a portion of the trustees’ fees earned until a later date specified by the Trustees. The deferred fees earn a return based on notional investments selected by the Trustees. The balance of the deferred fees payable may change depending upon the investment performance. Any gains or losses incurred in the deferred balances are reported in the Statement of Operations under Trustees’ fees. Under the Plan, deferred fees are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Fund’s general assets. Effective January 1, 2006, the Board of Trustees voted to discontinue offering the Plan to its members. This change will have no effect on fees previously deferred. 3. Investments | ||
Purchases | $ 6,921,547 | |
Sales | 11,693,923 | |
26 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Notes to Financial Statements (continued) At April 30, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows: |
Gross unrealized appreciation | $ | 2,645,844 | |
Gross unrealized depreciation | (118,826 | ) | |
Net unrealized appreciation | $ | 2,527,018 |
At April 30, 2006, the Fund had the following open futures contracts:
Number of Contracts | Expiration Date | Basis Value | Market Value | Unrealized Gain | |
Contracts to Sell: U.S. Treasury Bonds | 160 | 06/06 | $17,879,297 | $17,095,000 | $784,297 |
4. Class Specific Expenses |
Distribution Fees | Transfer Agent Fees | Shareholder Reports Expenses | |||
Class A | $ 46,575 | $ 5,778 | $19,728 | ||
Class B | 61,987 | 3,134 | 11,077 | ||
Class C | 117,272 | 4,394 | 11,223 | ||
Total | $225,834 | $13,306 | $42,028 |
5. Distributions to Shareholders by Class | ||||
Year Ended April 30, 2006 | Year Ended April 30, 2005 | |||
Net Investment Income | ||||
Class A | $1,328,867 | $1,353,838 | ||
Class B | 353,944 | 475,079 | ||
Class C | 623,837 | 622,643 | ||
Total | $2,306,648 | $2,451,560 |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 27 |
Notes to Financial Statements (continued) 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 $0.001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses specifically related to the distribution of its shares. Transactions in shares of each class were as follows: |
Year Ended April 30, 2006 | Year Ended April 30, 2005 | |||||||||||||
Shares | Amount | Shares | Amount | |||||||||||
Class A | ||||||||||||||
Shares sold | 436,717 | $ | 4,631,292 | 528,066 | $ | 5,626,715 | ||||||||
Shares issued on reinvestment | 62,914 | 666,911 | 67,267 | 716,115 | ||||||||||
Shares repurchased | (507,359 | ) | (5,380,784 | ) | (254,477 | ) | (2,710,333 | ) | ||||||
Net Increase (Decrease) | (7,728 | ) | $ | (82,581 | ) | 340,856 | $ | 3,632,497 | ||||||
Class B | ||||||||||||||
Shares sold | 71,862 | $ | 756,400 | 53,221 | $ | 563,882 | ||||||||
Shares issued on reinvestment | 17,599 | 185,525 | 23,997 | 253,971 | ||||||||||
Shares repurchased | (271,738 | ) | (2,865,045 | ) | (275,709 | ) | (2,919,569 | ) | ||||||
Net Decrease | (182,277 | ) | $ | (1,923,120 | ) | (198,491 | ) | $ | (2,101,716 | ) | ||||
Class C | ||||||||||||||
Shares sold | 152,608 | $ | 1,611,772 | 681,485 | $ | 7,227,948 | ||||||||
Shares issued on reinvestment | 39,997 | 422,114 | 41,689 | 441,965 | ||||||||||
Shares repurchased | (401,685 | ) | (4,240,880 | ) | (140,065 | ) | (1,484,937 | ) | ||||||
Net Increase (Decrease) | (209,080 | ) | $ | (2,206,994 | ) | 583,109 | $ | 6,184,976 |
7. Income Tax Information and Distributions to Shareholders | |||
Subsequent to the fiscal year end, the Fund made the following distributions: | |||
Record Date Payable Date | Class A | Class B | Class C |
Daily 5/31/2006 | $0.040927 | $0.035664 | $0.035627 |
28 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Notes to Financial Statements (continued) | ||||||
The tax character of distributions paid during the fiscal years ended April 30, were as follows: | ||||||
2006 | 2005 | |||||
Distributions paid from: | ||||||
Tax Exempt Income | $ | 2,306,598 | $ | 2,444,563 | ||
Ordinary Income | 50 | 6,997 | ||||
Total Taxable Distributions | 50 | 6,997 | ||||
Total Distributions Paid | $ | 2,306,648 | $ | 2,451,560 | ||
As of April 30, 2006, the components of accumulated earnings on a tax basis were as follows: | ||||||
Undistributed tax-exempt income | $ | 80,913 | ||||
Capital loss carryforward (*) | (1,257,617 | ) | ||||
Other book/tax temporary differences (a) | (793,444 | ) | ||||
Unrealized appreciation/(depreciation) (b) | 3,311,315 | |||||
Total accumulated earnings — net | $ | 1,341,167 |
(*) | During the taxable year ended April 30, 2006, the Fund utilized $863,763 of its capital loss carryforward available from prior years. As of April 30, 2006, the Fund had the following net capital loss carryforwards remaining: | |||||
Year of Expiration | Amount | |||||
4/30/2012 | $ | (7,477 | ) | |||
4/30/2013 | (1,250,140 | ) | ||||
$ | (1,257,617 | ) | ||||
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 gains on certain futures contracts and differences in the book/tax treatment of various items. | |||||
(b) | The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the difference between book and tax accretion methods for discount on fixed income securities. |
8. Regulatory Matters On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM 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 |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 29 |
Notes to Financial Statements (continued) investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. 9. Legal Matters |
30 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Notes to Financial Statements (continued) based on the May 31, 2005 settlement order issued against the Defendants by the SEC as described in Note 8. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the advisor for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses. * * * 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 (“SBAM”) (collectively, the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Funds (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. |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 31 |
Notes to Financial Statements (continued) The Defendants have moved to dismiss the Complaint. Those motions are pending before the court. 10. Other Matters |
32 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
Report of Independent Registered Public Accounting Firm |
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Legg Mason Partners Oregon Municipals Fund (formerly, Smith Barney Oregon Municipals Fund) as of April 30, 2006, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. |
New York, New York June 29, 2006 |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 33 |
Additional Informaton (unaudited) Information about Trustees and Officers |
Name, Address and Date of Birth | | Position(s) Held with Fund | | Term of Office* and Length of Time Served | | Principal Occupation(s) During Past Five Years | | | Number of Portfolios in Fund Complex Overseen by Trustee | | Other Memberships Held by Trustee |
Non-Interested Trustees | |||||||||||
Dwight B. Crane Harvard Business School Soldiers Field Morgan Hall # 375 Boston, MA 02163 Birth Year: 1937 | Trustee | Since 1994 | Professor – Harvard Business School | 46 | | None | |||||
Burt N. Dorsett The Stratford # 702 5601 Turtle Bay Drive Naples, FL 34108 Birth Year: 1930 | Trustee | Since 1994 | President of Dorsett McCabe Capital Management Inc. (1986-2004); Chief Investment Officer of Leeb Capital Management, Inc. (1999–2003) | 24 | None | ||||||
Elliot S. Jaffe The Dress Barn Inc. Executive Office 30 Dunnigan Drive Suffern, NY 10901 Birth Year: 1926 | Trustee | Since 1994 | Chairman of The Dress Barn, Inc. | 24 | The Dress Barn, Inc. | ||||||
Stephen E. Kaufman Stephen E. Kaufman PC 277 Park Avenue 47th Floor New York, NY 10172 Birth Year: 1932 | Trustee | Since 1994 | | Attorney | 36 | Trustee, Consulting Group Capital Market Funds | |||||
Cornelius C. Rose, Jr. P.O. Box 5388 West Lebanon, NH 03784 Birth Year: 1932 | Trustee | Since 1994 | Chief Executive Officer of Performance Learning Systems | 24 | None | ||||||
34 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Additional Informaton (unaudited) (continued)
Name, Address and Birth Year | Position(s) Held with Fund | Term of Office* and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustees | Other Board Memberships Held by Trustees | ||||||
R. Jay Gerken, CFA** Legg Mason & Co., LLC (“Legg Mason”) 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1951 | Chairman, President and Chief Executive Officer | Since 2002 | Managing Director of Legg Mason; President and Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”), and Citi Fund Management Inc. (“CFM”); President and Chief Executive Officer of certain mutual funds associated with Legg Mason; Formerly, Chairman of SBFM and CFM (from 2002—2006); Formerly Chairman, President and Chief Executive Officer of Travelers Investment Advisers, Inc. (from 2002 to 2005) | 169 | Trustee, Consulting Group Capital Market Funds | ||||||
Officers: Andrew B. Shoup Legg Mason 125 Broad Street 11th Floor New York, NY 10004 Birth Year: 1956 | Senior Vice President and Chief Administrative Officer | Since 2003 | Director of Legg Mason; Senior Vice President and Chief Administrative Officer of certain mutual funds associated with Legg Mason; Formerly Head of International Funds Administration of Legg Mason or its predecessors (from 2001 to 2003) | N/A | N/A | ||||||
Kaprel Ozsolak Legg Mason 125 Broad Street 11th Floor New York, NY 10004 Birth Year: 1965 | Chief Financial Officer and Treasurer | Since 2004 | Director of Legg Mason; Chief Financial Officer and Treasurer of certain mutual funds associated with Legg Mason; Formerly Controller of certain mutual funds associated with Legg Mason (from 2002 to 2004) | N/A | N/A | ||||||
|
Additional Informaton (unaudited) (continued)
Name, Address and Birth Year | Position(s) Held with Fund | Term of Office* and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustees | Other Board Memberships Held by Trustees | ||||||
Joseph P. Deane Legg Mason 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1949 | Vice President and Investment Officer | Since 1999 | Managing director of Legg Mason; Investment Officer of SBFM or its affiliates | N/A | N/A | ||||||
David T. Fare Legg Mason 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1962 | Vice President and Investment Officer | Since 2004 | Director of Legg Mason; Investment Officer of SBFM or its affiliates | N/A | N/A | ||||||
Ted P. Becker Legg Mason 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1951 | Chief Compliance Officer | Since 2006 | Managing Director of Compliance at Legg Mason (2005–Present); Chief Compliance Officer with certain mutual funds associated with Legg Mason (since 2006); Managing Director of Compliance at CAM (2002–2005). Prior to 2002, Managing Director- Internal Audit & Risk Review at Citigroup, Inc. | N/A | N/A | ||||||
John Chiota CAM 300 First Stamford Place 4th Floor Stamford, CT 06902 Birth Year: 1968 | Chief Anti- Money Laundering Compliance Officer | Since 2006 | Vice President of Legg Mason (since 2004); Chief Anti-Money Laundering Compliance Officer with certain mutual funds associated with Legg Mason (since 2006); prior to August 2004, Chief AML Compliance Officer with TD Waterhouse | N/A | N/A | ||||||
Steven Frank Legg Mason 125 Broad Street 11th Floor New York, NY 10004 Birth Year: 1967 | Controller | Since 2005 | Vice President of Legg Mason (since 2002); Controller of certain funds associated with Legg Mason (since 2005); Formerly Assistant Controller of certain mutual funds associated with Legg Mason (from 2001–2005) | N/A | N/A | ||||||
36 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report
Additional Informaton (unaudited) (continued)
Name, Address and Birth Year | Position(s) Held with Fund | Term of Office* and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustees | Other Board Memberships Held by Trustees | |||||
Robert I. Frenkel Legg Mason 300 First Stamford Place 4th Floor Stamford, CT 06902 Birth Year: 1954 | Secretary and Chief Legal Officer | Since 2003 | Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessor’s; Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason (since 2003); Formerly Secretary of CFM (from 2001 to 2004) | N/A | N/A | |||||
* Each Trustee and officer serves until his or her respective successor has been duly elected and qualified. | ||||||||||
** Mr. Gerken is an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because |
Legg Mason Partners Oregon Municipals Fund 2006 Annual Report 37 |
Important Tax Information (unaudited) All of the net investment income distributions paid monthly by the Fund during the taxable year ended April 30, 2006 qualify as tax-exempt interest dividends for federal income tax purposes. Please retain this information for your records. |
38 Legg Mason Partners Oregon Municipals Fund 2006 Annual Report |
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Legg Mason Partners Oregon Municipals Fund | ||
TRUSTEES Dwight B. Crane Burt N. Dorsett R. Jay Gerken, CFA Chairman Elliott S. Jaffe Stephen E. Kaufman Cornelius C. Rose, Jr. OFFICERS Andrew B. Shoup Kaprel Ozsolak Joseph P. Deane David T. Fare Ted P. Becker John Chiota |
Robert I. Frenkel INVESTMENT MANAGER DISTRIBUTORS CUSTODIAN TRANSFER AGENT INDEPENDENT |
Legg Mason Partners
Oregon Municipals Fund
LEGG MASON PARTNERS OREGON MUNICIPALS FUND
Legg Mason Partners Funds
125 Broad Street
10th Floor, MF-2
New York, New York 10004
The Fund files its complete schedule of portfolio holdings with the
Securities and Exchange Commission for the first and third quarters of
each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the
Commission's website at www.sec.gov. The Fund's Forms N-Q may be
reviewed and copied at the Commission's Public Reference Room in
Washington, D.C., and information on the operation of the Public
Reference Room may be obtained by calling 1-202-942-8090. To obtain
information on Form N-Q from the Fund, shareholders can call
1-800-451-2010.
Information on how the Fund voted proxies relating to portfolio securi-
ties during the prior 12-month period ended June 30 of each year and a
description of the policies and procedures that the Fund uses to deter-
mine how to vote proxies relating to portfolio transactions is available
(1) without charge, upon request, by calling 1-800-451-2010, (2) on the
Fund's website at www.leggmason.com/InvestorServices and (3) on the
SEC's website at www.sec.gov. Proxy voting reports for the period end-
ing June 30, 2005 will continue to be listed under the Fund's former
Smith Barney Oregon Municipals Fund name.
This report is submitted for the
general information of the share-
holders of Legg Mason Partners
Oregon Municipals Fund, but it may
also be used as sales literature
when preceded or accompanied by
a current prospectus.
This report must be preceded
or accompanied by a free
prospectus. Investors should
consider the Fund’s investment
objectives, risks, charges and
expenses carefully before
investing. The prospectus
contains this and other impor-
tant information about the Fund.
Please read the prospectus care-
fully before investing.
www.leggmason.com/InvestorServices
©2006 Legg Mason Investor
Services, LLC
Member NASD, SIPC
FD0955 6/06 SR06-72
ITEM 2. | CODE OF ETHICS. |
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller. |
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Trustees of the registrant has determined that Dwight B. Crane, the Chairperson of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Crane as the Audit Committee’s financial expert. Mr. Crane is an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. |
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
a) Audit Fees. The aggregate fees billed in the last two fiscal years ending April 30, 2005 and April 30, 2006 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $13,500 in 2005 and $16,600 in 2006. |
b) Audit-Related Fees. There were no fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4. |
In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Legg Mason Partners Oregon Municipals Fund (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved). |
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $4,200 in 2005 and $0 in 2006. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee. |
d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Legg Mason Partners Oregon Municipals Fund |
All Other Fees. There were no other non-audit services rendered by the Auditor to Smith Barney Fund Management LLC (“SBFM”), and any entity controlling, controlled by or under common control with SBFM that provided ongoing services to Legg Mason Partners Oregon Municipals Fund requiring pre-approval by the Audit Committee in the Reporting Period. |
(e) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X. |
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee. |
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit. |
(2) For the Legg Mason Partners Oregon Municipals Fund, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2005 and 2006; Tax Fees were 100% and 0% for 2005 and 2006; and Other Fees were 100% and 0% for 2005 and 2006. |
(f) N/A |
(g) Non-audit fees billed by the Auditor for services rendered to Legg Mason Partners Oregon Municipals Fund and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Legg Mason Partners Oregon Municipals Fund during the reporting period were $0 in 2006 for fees related to the transfer agent matter as fully described in the notes the financial statements titled “additional information” and $75,000 for 2005. |
(h) Yes. Legg Mason Partners Oregon Municipals Fund’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Legg Mason Partners Oregon Municipals Fund or to Service Affiliates, which were required to be pre-approved, were pre-approved as required. |
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable. |
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1. |
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable. |
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable. |
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable. |
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable. |
ITEM 11. | CONTROLS AND PROCEDURES. |
(a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 12. | EXHIBITS. |
(a) Code of Ethics attached hereto. |
Exhibit 99.CODE ETH |
(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 Oregon Municipals Fund
By: | /s/ R. Jay Gerken R. Jay Gerken Chief Executive Officer of Legg Mason Partners Oregon Municipals Fund |
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 Oregon Municipals Fund |
Date: | July 7, 2006 |
By: | /s/ Kaprel Ozsolak Kaprel Ozsolak Chief Financial Officer of Legg Mason Partners Oregon Municipals Fund |
Date: | July 7, 2006 |