[N-CSR] Western Asset Managed Municipals Fund, Inc Certified Shareholder Report
Form 4 filing: On 07/28/2025 Daktronics, Inc. (DAKT) granted Secretary & VP of Human Resources Carla S. Gatzke 7,432 Restricted Stock Units (RSUs) in an “A” (acquired) transaction at a price of $0. Each RSU represents one share of common stock. The award vests 25 % per year over four years beginning 08/23/2026, with shares delivered shortly after each vesting date. Following the grant, Gatzke’s total derivative holdings rise to 25,112 RSUs. No non-derivative trades, open-market purchases, or sales of common shares were reported, and ownership remains classified as direct. The filing reflects a routine equity incentive aimed at retention and alignment rather than an immediate market-moving event.
Deposito del Modulo 4: Il 28/07/2025 Daktronics, Inc. (DAKT) ha assegnato a Carla S. Gatzke, Segretaria e VP delle Risorse Umane, 7.432 Unità di Azioni Vincolate (RSU) in una transazione di tipo “A” (acquisita) al prezzo di 0$. Ogni RSU rappresenta un'azione ordinaria. Il premio matura con un ritmo del 25% all'anno per quattro anni a partire dal 23/08/2026, con le azioni consegnate poco dopo ogni data di maturazione. Dopo l'assegnazione, il totale delle partecipazioni derivate di Gatzke sale a 25.112 RSU. Non sono state segnalate operazioni non derivate, acquisti sul mercato aperto o vendite di azioni ordinarie, e la proprietà rimane classificata come diretta. Il deposito riflette un incentivo azionario di routine volto alla fidelizzazione e all'allineamento, piuttosto che un evento immediato in grado di influenzare il mercato.
Presentación del Formulario 4: El 28/07/2025 Daktronics, Inc. (DAKT) otorgó a Carla S. Gatzke, Secretaria y Vicepresidenta de Recursos Humanos, 7,432 Unidades de Acciones Restringidas (RSUs) en una transacción “A” (adquirida) a un precio de $0. Cada RSU representa una acción común. La concesión se consolida en un 25 % anual durante cuatro años comenzando el 23/08/2026, con las acciones entregadas poco después de cada fecha de consolidación. Tras la concesión, las tenencias totales derivadas de Gatzke aumentan a 25,112 RSUs. No se reportaron operaciones no derivadas, compras en mercado abierto ni ventas de acciones comunes, y la propiedad sigue clasificada como directa. La presentación refleja un incentivo de capital rutinario destinado a la retención y alineación, más que un evento inmediato que mueva el mercado.
Form 4 제출: 2025년 7월 28일, Daktronics, Inc. (DAKT)는 비서 겸 인사부 부사장인 Carla S. Gatzke에게 “A” (취득) 거래로 7,432 제한 주식 단위(RSU)를 0달러 가격에 부여했습니다. 각 RSU는 보통주 1주를 나타냅니다. 수여된 주식은 2026년 8월 23일부터 시작하여 4년에 걸쳐 매년 25%씩 베스팅되며, 각 베스팅 날짜 직후 주식이 전달됩니다. 수여 후 Gatzke의 총 파생 보유량은 25,112 RSU로 증가했습니다. 비파생 거래, 공개시장 매수 또는 보통주 매도는 보고되지 않았으며, 소유권은 직접 소유로 분류됩니다. 이 제출은 즉각적인 시장 영향보다는 유지 및 정렬을 목적으로 한 일반적인 주식 인센티브를 반영합니다.
Dépôt du formulaire 4 : Le 28/07/2025, Daktronics, Inc. (DAKT) a accordé à Carla S. Gatzke, Secrétaire et VP des Ressources Humaines, 7 432 unités d’actions restreintes (RSU) dans une transaction « A » (acquise) au prix de 0 $. Chaque RSU représente une action ordinaire. La récompense est acquise à raison de 25 % par an sur quatre ans à partir du 23/08/2026, avec livraison des actions peu après chaque date d’acquisition. Suite à cette attribution, les détentions dérivées totales de Gatzke s’élèvent à 25 112 RSU. Aucune transaction non dérivée, achat sur le marché ouvert ou vente d’actions ordinaires n’a été signalée, et la propriété reste classée comme directe. Le dépôt reflète une incitation en actions de routine visant la rétention et l’alignement plutôt qu’un événement immédiat susceptible de faire bouger le marché.
Formular 4 Einreichung: Am 28.07.2025 gewährte Daktronics, Inc. (DAKT) der Sekretärin und VP für Personalwesen Carla S. Gatzke 7.432 Restricted Stock Units (RSUs) in einer "A" (erworbenen) Transaktion zum Preis von 0 $. Jede RSU entspricht einer Stammaktie. Die Zuteilung wird ab dem 23.08.2026 mit 25 % pro Jahr über vier Jahre vestet, wobei die Aktien kurz nach jedem Vesting-Datum geliefert werden. Nach der Zuteilung steigen Gatzkes gesamte derivativen Bestände auf 25.112 RSUs. Es wurden keine nicht-derivativen Transaktionen, Käufe am offenen Markt oder Verkäufe von Stammaktien gemeldet, und die Eigentümerschaft bleibt als direkt klassifiziert. Die Einreichung spiegelt eine routinemäßige Aktienanreizmaßnahme zur Bindung und Ausrichtung wider, nicht jedoch ein unmittelbares marktrelevantes Ereignis.
- None.
- None.
Insights
TL;DR – Routine RSU grant; aligns incentives; negligible dilution; neutral share-price impact.
The 7,432-unit award is modest relative to Daktronics’ float and raises the insider’s derivative stake to 25,112 units. Because no cash sales occurred, the transaction neither signals insider profit-taking nor affects near-term liquidity. Vesting from 2026-2030 spreads issuance over time, minimizing dilution. Overall, the filing is informational with no immediate valuation implications.
TL;DR – Standard four-year RSU schedule supports retention; no governance red flags.
The grant structure (25 % annual vesting) mirrors common executive compensation practice and incentivizes long-term commitment. Direct ownership classification and absence of 10b5-1 plan notation suggest straightforward reporting. Size of the award is consistent with a mid-level officer position and does not materially alter insider control. Impact is therefore neutral.
Deposito del Modulo 4: Il 28/07/2025 Daktronics, Inc. (DAKT) ha assegnato a Carla S. Gatzke, Segretaria e VP delle Risorse Umane, 7.432 Unità di Azioni Vincolate (RSU) in una transazione di tipo “A” (acquisita) al prezzo di 0$. Ogni RSU rappresenta un'azione ordinaria. Il premio matura con un ritmo del 25% all'anno per quattro anni a partire dal 23/08/2026, con le azioni consegnate poco dopo ogni data di maturazione. Dopo l'assegnazione, il totale delle partecipazioni derivate di Gatzke sale a 25.112 RSU. Non sono state segnalate operazioni non derivate, acquisti sul mercato aperto o vendite di azioni ordinarie, e la proprietà rimane classificata come diretta. Il deposito riflette un incentivo azionario di routine volto alla fidelizzazione e all'allineamento, piuttosto che un evento immediato in grado di influenzare il mercato.
Presentación del Formulario 4: El 28/07/2025 Daktronics, Inc. (DAKT) otorgó a Carla S. Gatzke, Secretaria y Vicepresidenta de Recursos Humanos, 7,432 Unidades de Acciones Restringidas (RSUs) en una transacción “A” (adquirida) a un precio de $0. Cada RSU representa una acción común. La concesión se consolida en un 25 % anual durante cuatro años comenzando el 23/08/2026, con las acciones entregadas poco después de cada fecha de consolidación. Tras la concesión, las tenencias totales derivadas de Gatzke aumentan a 25,112 RSUs. No se reportaron operaciones no derivadas, compras en mercado abierto ni ventas de acciones comunes, y la propiedad sigue clasificada como directa. La presentación refleja un incentivo de capital rutinario destinado a la retención y alineación, más que un evento inmediato que mueva el mercado.
Form 4 제출: 2025년 7월 28일, Daktronics, Inc. (DAKT)는 비서 겸 인사부 부사장인 Carla S. Gatzke에게 “A” (취득) 거래로 7,432 제한 주식 단위(RSU)를 0달러 가격에 부여했습니다. 각 RSU는 보통주 1주를 나타냅니다. 수여된 주식은 2026년 8월 23일부터 시작하여 4년에 걸쳐 매년 25%씩 베스팅되며, 각 베스팅 날짜 직후 주식이 전달됩니다. 수여 후 Gatzke의 총 파생 보유량은 25,112 RSU로 증가했습니다. 비파생 거래, 공개시장 매수 또는 보통주 매도는 보고되지 않았으며, 소유권은 직접 소유로 분류됩니다. 이 제출은 즉각적인 시장 영향보다는 유지 및 정렬을 목적으로 한 일반적인 주식 인센티브를 반영합니다.
Dépôt du formulaire 4 : Le 28/07/2025, Daktronics, Inc. (DAKT) a accordé à Carla S. Gatzke, Secrétaire et VP des Ressources Humaines, 7 432 unités d’actions restreintes (RSU) dans une transaction « A » (acquise) au prix de 0 $. Chaque RSU représente une action ordinaire. La récompense est acquise à raison de 25 % par an sur quatre ans à partir du 23/08/2026, avec livraison des actions peu après chaque date d’acquisition. Suite à cette attribution, les détentions dérivées totales de Gatzke s’élèvent à 25 112 RSU. Aucune transaction non dérivée, achat sur le marché ouvert ou vente d’actions ordinaires n’a été signalée, et la propriété reste classée comme directe. Le dépôt reflète une incitation en actions de routine visant la rétention et l’alignement plutôt qu’un événement immédiat susceptible de faire bouger le marché.
Formular 4 Einreichung: Am 28.07.2025 gewährte Daktronics, Inc. (DAKT) der Sekretärin und VP für Personalwesen Carla S. Gatzke 7.432 Restricted Stock Units (RSUs) in einer "A" (erworbenen) Transaktion zum Preis von 0 $. Jede RSU entspricht einer Stammaktie. Die Zuteilung wird ab dem 23.08.2026 mit 25 % pro Jahr über vier Jahre vestet, wobei die Aktien kurz nach jedem Vesting-Datum geliefert werden. Nach der Zuteilung steigen Gatzkes gesamte derivativen Bestände auf 25.112 RSUs. Es wurden keine nicht-derivativen Transaktionen, Käufe am offenen Markt oder Verkäufe von Stammaktien gemeldet, und die Eigentümerschaft bleibt als direkt klassifiziert. Die Einreichung spiegelt eine routinemäßige Aktienanreizmaßnahme zur Bindung und Ausrichtung wider, nicht jedoch ein unmittelbares marktrelevantes Ereignis.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-06629
Western Asset Managed Municipals Fund Inc.
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: May 31
Date of reporting period: May 31, 2025
ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith

MANAGED MUNICIPALS
FUND INC. (MMU)


When pursuing its investment objective, the Fund seeks to maximize current income exempt from federal income tax as is consistent with preservation of principal.
The Fund seeks to achieve its objective by investing primarily in long-term investment grade municipal debt securities issued by state and local governments, political subdivisions, agencies and public authorities (municipal obligations). Under normal market conditions, the Fund will invest at least 80% of its total assets in municipal obligations rated investment grade at the time of investment.
Letter from the president
|
III
|
Fund overview
|
1
|
Fund at a glance
|
6
|
Fund performance
|
7
|
Schedule of investments
|
9
|
Statement of assets and liabilities
|
35
|
Statement of operations
|
36
|
Statements of changes in net assets
|
37
|
Statement of cash flows
|
38
|
Financial highlights
|
39
|
Notes to financial statements
|
41
|
Report of independent registered public accounting firm
|
56
|
Board approval of management and subadvisory agreements
|
57
|
Additional information
|
63
|
Annual chief executive officer and principal financial officer certifications
|
69
|
Other shareholder communications regarding accounting matters
|
70
|
Summary of information regarding the Fund
|
71
|
Dividend reinvestment plan
|
88
|
Important tax information
|
90
|
II


President and Chief Executive Officer
III
1
2
Performance Snapshot as of May 31, 2025
|
|
Price Per Share
|
12-Month
Total Return**
|
$10.68 (NAV)
|
-0.68
%†
|
$9.91 (Market Price)
|
6.24
%‡
|
3
4
mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.
5

6
Net Asset Value
|
|
Average annual total returns1
|
|
Twelve Months Ended 5/31/25
|
-0.68
%
|
Five Years Ended 5/31/25
|
0.32
|
Ten Years Ended 5/31/25
|
1.78
|
Cumulative total returns1
|
|
5/31/15 through 5/31/25
|
19.32
%
|
Market Price
|
|
Average annual total returns2
|
|
Twelve Months Ended 5/31/25
|
6.24
%
|
Five Years Ended 5/31/25
|
0.89
|
Ten Years Ended 5/31/25
|
1.62
|
Cumulative total returns2
|
|
5/31/15 through 5/31/25
|
17.47
%
|
1
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
at net asset value.
|
2
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
in additional shares in
accordance with the Fund’s Dividend Reinvestment Plan.
|
7

(the “Index”) is a market value weighted index of investment grade municipal bonds with maturities of one year or more. The Index is unmanaged. Please note that an investor cannot invest directly in an index.
8
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Municipal Bonds — 145.4%
|
|||||
Alabama — 3.5%
|
|||||
Black Belt Energy Gas District, AL, Gas Project
Revenue Bonds:
|
|
|
|
|
|
Project No 6, Series B
|
4.000%
|
12/1/26
|
$710,000
|
$708,584
(a)(b)
|
|
Series D-1, Refunding
|
5.500%
|
2/1/29
|
1,050,000
|
1,099,487
(a)(b)
|
|
Series F
|
5.500%
|
12/1/28
|
2,250,000
|
2,346,437
(a)(b)
|
|
Hoover, AL, IDA Revenue, United States Steel
Corp. Project, Series 2019
|
5.750%
|
10/1/49
|
900,000
|
903,214
(c)
|
|
Jefferson County, AL, Sewer Revenue:
|
|
|
|
|
|
Warrants, Series 2024, Refunding
|
5.250%
|
10/1/45
|
1,500,000
|
1,534,086
|
|
Warrants, Series 2024, Refunding
|
5.250%
|
10/1/49
|
3,500,000
|
3,536,550
|
|
Warrants, Series 2024, Refunding
|
5.500%
|
10/1/53
|
2,110,000
|
2,163,040
|
|
Mobile County, AL, IDA Revenue:
|
|
|
|
|
|
Solid Waste Disposal Facility, Calvert LLC
Project, Series A
|
5.000%
|
6/1/54
|
1,670,000
|
1,569,850
(c)
|
|
Solid Waste Disposal Facility, Calvert LLC
Project, Series B
|
4.750%
|
12/1/54
|
1,250,000
|
1,129,456
(c)
|
|
Southeast Alabama Gas Supply District, Gas
Supply Revenue, Project No 1, Series A,
Refunding
|
5.000%
|
4/1/32
|
2,000,000
|
2,107,439
|
|
Southeast Energy Authority, AL, Cooperative
District, Energy Supply Revenue, Series B
|
5.250%
|
1/1/33
|
3,050,000
|
3,149,260
(a)(b)
|
|
Total Alabama
|
20,247,403
|
||||
Alaska — 0.7%
|
|||||
Alaska State Housing Finance Corp. Revenue,
State Capital Project II, Series B, Refunding
|
5.000%
|
12/1/38
|
750,000
|
769,152
|
|
Anchorage, AK, Port Revenue, Series A
|
5.000%
|
12/1/50
|
1,300,000
|
1,236,575
(c)
|
|
Northern Tobacco Securitization Corp., AK,
Tobacco Settlement Revenue:
|
|
|
|
|
|
Asset Backed Senior Bonds, Class 1, Series A,
Refunding
|
4.000%
|
6/1/50
|
750,000
|
624,888
|
|
Asset Backed Senior Bonds, Series A, Class 1,
Refunding
|
4.000%
|
6/1/41
|
1,690,000
|
1,549,079
|
|
Total Alaska
|
4,179,694
|
||||
Arizona — 5.1%
|
|||||
Arizona State IDA, Education Revenue, Basis
School Project, Credit Enhanced, Series F,
Refunding, SD Credit Program
|
5.000%
|
7/1/52
|
725,000
|
699,064
|
|
Chandler, AZ, IDA Revenue:
|
|
|
|
|
|
Intel Corp. Project
|
3.800%
|
6/15/28
|
1,750,000
|
1,761,553
(a)(b)
|
9
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Arizona — continued
|
|||||
Intel Corp. Project
|
4.100%
|
6/15/28
|
$1,300,000
|
$1,301,675
(a)(b)(c)
|
|
Intel Corp. Project
|
4.000%
|
6/1/29
|
3,400,000
|
3,349,994
(a)(b)(c)
|
|
Navajo Nation, AZ, Revenue, Series A,
Refunding
|
5.500%
|
12/1/30
|
1,225,000
|
1,231,881
(d)
|
|
Queen Creek, AZ, Excise Tax & State Shared
Revenue, Series A
|
5.000%
|
8/1/42
|
750,000
|
759,878
|
|
Salt Verde, AZ, Financial Corp., Natural Gas
Revenue:
|
|
|
|
|
|
Series 2007
|
5.250%
|
12/1/28
|
2,000,000
|
2,088,700
|
|
Series 2007
|
5.000%
|
12/1/32
|
12,000,000
|
12,627,934
|
|
Series 2007
|
5.000%
|
12/1/37
|
5,500,000
|
5,693,036
|
|
Total Arizona
|
29,513,715
|
||||
Arkansas — 0.2%
|
|||||
Arkansas State Development Finance Authority,
Environmental Improvement Revenue,
United States Steel Corporation Project, Green
Bonds
|
5.700%
|
5/1/53
|
1,050,000
|
1,062,036
(c)
|
|
California — 17.2%
|
|||||
Alameda, CA, Corridor Transportation Authority
Revenue:
|
|
|
|
|
|
Convertible CAB, Series C, AG
|
5.000%
|
10/1/52
|
2,650,000
|
2,704,809
|
|
Second Subordinated Lien, Series B,
Refunding
|
5.000%
|
10/1/34
|
2,250,000
|
2,279,180
|
|
California State Community Choice Financing
Authority Revenue:
|
|
|
|
|
|
Clean Energy Project, Green Bonds, Series A-1
|
4.000%
|
8/1/28
|
850,000
|
851,206
(a)(b)
|
|
Clean Energy Project, Green Bonds, Series B
|
5.000%
|
12/1/32
|
8,500,000
|
8,744,260
(a)(b)
|
|
Clean Energy Project, Green Bonds, Series B-1
|
5.000%
|
8/1/29
|
3,100,000
|
3,223,642
(a)(b)
|
|
Clean Energy Project, Green Bonds, Series C
|
5.000%
|
10/1/32
|
1,500,000
|
1,563,093
(a)(b)
|
|
Clean Energy Project, Green Bonds, Series E
|
5.000%
|
9/1/32
|
7,400,000
|
7,773,959
(a)(b)
|
|
Clean Energy Project, Green Bonds, Series H
|
5.000%
|
8/1/33
|
3,200,000
|
3,406,294
(a)(b)
|
|
California State Health Facilities Financing
Authority Revenue, Lucile Salter Packard
Children’s Hospital at Stanford
|
5.000%
|
11/15/56
|
500,000
|
493,475
|
|
California State MFA Revenue, Senior Lien,
LINXS APM Project, Series A
|
5.000%
|
12/31/43
|
4,400,000
|
4,288,850
(c)
|
|
California State PCFA Water Furnishing Revenue,
Poseidon Resources Desalination Project
|
5.000%
|
11/21/45
|
13,500,000
|
12,785,990
(c)(d)
|
10
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
California — continued
|
|||||
Folsom Cordova, CA, USD:
|
|
|
|
|
|
School Facilities Improvement District No 4,
GO, Series A, Refunding
|
5.000%
|
10/1/37
|
$1,730,000
|
$1,927,086
(e)
|
|
School Facilities Improvement District No 5,
GO, Series B, Refunding
|
5.000%
|
10/1/37
|
2,175,000
|
2,422,782
(e)
|
|
School Facilities Improvement District No 5,
GO, Series B, Refunding
|
5.000%
|
10/1/38
|
1,795,000
|
1,979,478
(e)
|
|
Los Angeles, CA, Department of Airports
Revenue:
|
|
|
|
|
|
Los Angeles International Airport,
Subordinated, Series C, Refunding
|
4.000%
|
5/15/36
|
800,000
|
786,067
(c)
|
|
Los Angeles International Airport,
Subordinated, Series C, Refunding
|
4.000%
|
5/15/37
|
500,000
|
485,369
(c)
|
|
Los Angeles International Airport,
Subordinated, Series D
|
5.000%
|
5/15/38
|
500,000
|
504,930
(c)
|
|
Los Angeles International Airport,
Subordinated, Series F, Refunding
|
4.000%
|
5/15/49
|
2,000,000
|
1,726,221
(c)
|
|
Los Angeles, CA, Department of Water & Power,
Power System Revenue, Series C
|
5.000%
|
7/1/42
|
2,000,000
|
2,001,773
|
|
Los Angeles, CA, Department of Water & Power,
Waterworks Revenue, Series A
|
5.000%
|
7/1/48
|
2,000,000
|
1,980,697
|
|
M-S-R Energy Authority, CA, Natural Gas
Revenue:
|
|
|
|
|
|
Series A
|
7.000%
|
11/1/34
|
3,430,000
|
4,040,426
|
|
Series B
|
7.000%
|
11/1/34
|
2,490,000
|
2,933,137
|
|
Series B
|
6.500%
|
11/1/39
|
8,000,000
|
9,443,416
|
|
Series C
|
6.500%
|
11/1/39
|
2,000,000
|
2,360,854
|
|
River Islands, CA, Public Financing Authority,
Special Tax Revenue:
|
|
|
|
|
|
Community Facilities District No 2003-1
|
5.500%
|
9/1/37
|
545,000
|
574,249
|
|
Community Facilities District No 2003-1
|
5.750%
|
9/1/52
|
1,400,000
|
1,432,415
|
|
Community Facilities District No 2023-1
|
5.625%
|
9/1/53
|
1,070,000
|
1,092,867
|
|
San Diego County, CA, Regional Airport
Authority Revenue, Series B
|
5.000%
|
7/1/46
|
1,500,000
|
1,490,279
(c)
|
|
San Francisco, CA, City & County Airport
Commission, International Airport Revenue:
|
|
|
|
|
|
Second Series A, Unrefunded
|
5.000%
|
5/1/47
|
10,635,000
|
10,513,974
(c)
|
|
SFO Fuel Company LLC, Series A, Refunding
|
5.000%
|
1/1/47
|
1,500,000
|
1,477,282
(c)
|
11
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
California — continued
|
|||||
Tobacco Securitization Authority of Southern
California Revenue:
|
|
|
|
|
|
Asset Backed Refunding, San Diego County
Tobacco Asset Securitization Corporation,
Class 1, Series A
|
5.000%
|
6/1/39
|
$500,000
|
$506,825
|
|
Asset Backed Refunding, San Diego County
Tobacco Asset Securitization Corporation,
Class 1, Series A
|
5.000%
|
6/1/48
|
800,000
|
781,826
|
|
Tulare, CA, Sewer Revenue, Refunding, AG
|
5.000%
|
11/15/41
|
2,000,000
|
2,006,241
|
|
Total California
|
100,582,952
|
||||
Colorado — 6.1%
|
|||||
Base Village Metropolitan District No 2, CO, GO,
Series A, Refunding
|
5.750%
|
12/1/46
|
1,000,000
|
1,000,004
|
|
Colorado State Educational & Cultural Facilities
Authority Revenue, University of Denver Project,
Series A
|
5.000%
|
3/1/47
|
1,600,000
|
1,608,116
|
|
Colorado State Health Facilities Authority
Revenue:
|
|
|
|
|
|
Commonspirit Health Initiatives, Series B-2
|
5.000%
|
8/1/26
|
1,300,000
|
1,310,501
(a)(b)
|
|
Commonspirit Health Project, Series A-2,
Refunding
|
4.000%
|
8/1/49
|
2,500,000
|
2,066,510
|
|
Improvement Second Tier Bonds, Bethesda
Project
|
5.500%
|
9/15/54
|
2,200,000
|
2,120,677
|
|
Colorado State High Performance Transportation
Enterprise Revenue, C-470 Express Lanes
|
5.000%
|
12/31/51
|
800,000
|
766,414
|
|
Denver, CO, Airport System Revenue:
|
|
|
|
|
|
Series C
|
6.125%
|
11/15/25
|
3,235,000
|
3,267,833
(c)(f)
|
|
Subordinated, Series B, Refunding
|
5.250%
|
11/15/34
|
3,000,000
|
3,276,016
(c)
|
|
Public Authority for Colorado Energy, Natural
Gas Purchase Revenue
|
6.500%
|
11/15/38
|
15,700,000
|
18,341,801
|
|
Southern Ute Indian Tribe Reservation, CO, GO,
Series A
|
5.000%
|
4/1/35
|
1,750,000
|
1,844,969
(d)
|
|
Total Colorado
|
35,602,841
|
||||
Connecticut — 0.5%
|
|||||
Connecticut State, GO, Series A
|
4.000%
|
4/15/37
|
500,000
|
497,879
|
|
Harbor Point, CT, Infrastructure Improvement
District, Special Obligation Revenue, Harbor
Point Project Ltd., Refunding
|
5.000%
|
4/1/39
|
1,150,000
|
1,152,260
(d)
|
|
University of Connecticut, Student Fee Revenue,
Series A, State Appropriation
|
5.000%
|
11/15/43
|
1,000,000
|
1,015,026
|
|
Total Connecticut
|
2,665,165
|
12
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Delaware — 0.1%
|
|||||
Delaware State Health Facilities Authority
Revenue, Beebe Medical Center Project
|
5.000%
|
6/1/48
|
$500,000
|
$469,388
|
|
District of Columbia — 1.1%
|
|||||
District of Columbia Revenue:
|
|
|
|
|
|
KIPP DC Issue, Series A, Refunding
|
5.000%
|
7/1/37
|
800,000
|
812,077
|
|
KIPP DC Project, Series B, Refunding
|
5.000%
|
7/1/48
|
2,800,000
|
2,724,709
|
|
Metropolitan Washington, DC, Airports Authority
Aviation Revenue:
|
|
|
|
|
|
Series A, Refunding
|
5.000%
|
10/1/29
|
1,500,000
|
1,585,682
(c)
|
|
Series A, Refunding
|
5.000%
|
10/1/30
|
1,500,000
|
1,597,068
(c)
|
|
Total District of Columbia
|
6,719,536
|
||||
Florida — 7.8%
|
|||||
Broward County, FL, Airport System Revenue:
|
|
|
|
|
|
Series 2017
|
5.000%
|
10/1/47
|
1,600,000
|
1,571,090
(c)
|
|
Series A
|
5.000%
|
10/1/45
|
1,000,000
|
984,300
(c)
|
|
Broward County, FL, Port Facilities Revenue,
Series 2022
|
5.000%
|
9/1/37
|
400,000
|
414,190
(c)
|
|
Florida State Development Finance Corp.,
Educational Facilities Revenue, Renaissance
Charter School Inc. Projects, Series A
|
6.125%
|
6/15/46
|
715,000
|
714,977
(d)
|
|
Florida State Development Finance Corp.,
Revenue, Brightline Passenger Rail Project,
Refunding, AG
|
5.250%
|
7/1/53
|
8,000,000
|
7,872,198
(c)
|
|
Florida State Mid-Bay Bridge Authority Revenue:
|
|
|
|
|
|
First Senior Lien, Series A, Refunding
|
5.000%
|
10/1/40
|
740,000
|
716,376
|
|
Series A, Refunding
|
5.000%
|
10/1/30
|
2,410,000
|
2,414,403
|
|
Fort Pierce, FL, Utilities Authority Revenue,
Series A, Refunding, AG
|
4.000%
|
10/1/52
|
900,000
|
772,931
|
|
Greater Orlando, FL, Aviation Authority, Airport
Facilities Revenue:
|
|
|
|
|
|
Priority Subordinated, Series A
|
5.000%
|
10/1/42
|
500,000
|
494,682
(c)
|
|
Priority Subordinated, Series A
|
5.000%
|
10/1/47
|
1,500,000
|
1,478,777
(c)
|
|
Hillsborough County, FL, Aviation Authority
Revenue, Tampa International Airport, Series E
|
5.000%
|
10/1/43
|
1,250,000
|
1,240,499
(c)
|
|
Miami-Dade County, FL, Aviation Revenue,
Series A, Refunding
|
5.000%
|
10/1/41
|
3,000,000
|
3,008,918
|
|
Miami-Dade County, FL, Expressway Authority,
Series A, Refunding
|
5.000%
|
7/1/40
|
9,000,000
|
8,999,638
|
|
Miami-Dade County, FL, Seaport Revenue:
|
|
|
|
|
|
Senior Bonds, Series A, Refunding
|
5.000%
|
10/1/47
|
2,000,000
|
1,938,466
(c)
|
13
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Florida — continued
|
|||||
Senior Bonds, Series A, Refunding
|
5.250%
|
10/1/52
|
$2,500,000
|
$2,484,309
(c)
|
|
Orange County, FL, Health Facilities Authority
Revenue:
|
|
|
|
|
|
Orlando Health Inc., Series A
|
5.000%
|
10/1/53
|
1,300,000
|
1,265,161
|
|
Orlando Health Inc., Series A, Refunding
|
4.500%
|
10/1/56
|
1,150,000
|
1,043,659
|
|
Palm Beach County, FL, Health Facilities
Authority Revenue:
|
|
|
|
|
|
Acts Retirement-Life Communities
|
5.000%
|
11/15/45
|
750,000
|
719,363
|
|
Jupiter Medical Center Project, Series A
|
5.000%
|
11/1/52
|
2,850,000
|
2,719,607
|
|
Toby & Leon Cooperman Sinai Residences of
Boca Raton Expansion, Refunding
|
4.000%
|
6/1/41
|
650,000
|
564,579
|
|
Pasco County, FL, Capital Improvement, Cigarette
Tax Allocation Bonds, H. Lee Moffitt Cancer
Center Project, Series A, AG
|
5.750%
|
9/1/54
|
2,175,000
|
2,293,524
|
|
Volusia County, FL, EFA Revenue, Educational
Facilities Embry-Riddle Aeronautical
University Inc. Project, Refunding
|
5.000%
|
10/15/47
|
1,000,000
|
985,122
|
|
Wildwood, FL, Village Community Development
District No 15, Special Assessment Revenue,
Series 2024
|
4.800%
|
5/1/55
|
800,000
|
734,393
(d)
|
|
Total Florida
|
45,431,162
|
||||
Georgia — 1.5%
|
|||||
Cobb County, GA, Kennestone Hospital Authority
Revenue, Wellstar Health System, Inc. Project,
Series A, Refunding
|
5.000%
|
4/1/50
|
1,250,000
|
1,229,399
|
|
Georgia State Municipal Electric Authority,
Power Revenue:
|
|
|
|
|
|
Plant Vogtle Units 3&4, Project M, Series A
|
5.250%
|
7/1/64
|
1,150,000
|
1,175,664
|
|
Plant Vogtle Units 3&4, Project P, Series A
|
5.500%
|
7/1/64
|
750,000
|
763,283
|
|
Plant Vogtle Units 3&4, Project P, Series A,
Refunding
|
5.000%
|
1/1/56
|
1,295,000
|
1,247,175
|
|
Project One, Series A, Refunding
|
5.000%
|
1/1/50
|
1,250,000
|
1,262,070
|
|
Main Street Natural Gas Inc., GA, Gas Project
Revenue:
|
|
|
|
|
|
Series A
|
5.000%
|
5/15/43
|
1,450,000
|
1,453,385
|
|
Series C
|
5.000%
|
9/1/30
|
1,600,000
|
1,672,342
(a)(b)
|
|
Total Georgia
|
8,803,318
|
||||
Guam — 0.2%
|
|||||
Guam Government, Business Privilege Tax
Revenue, Series F, Refunding
|
4.000%
|
1/1/36
|
1,230,000
|
1,179,163
|
14
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Hawaii — 0.4%
|
|||||
Honolulu, HI, City & County Wastewater System
Revenue:
|
|
|
|
|
|
First Senior Bond Resolution, Series A
|
3.000%
|
7/1/41
|
$2,000,000
|
$1,572,823
|
|
First Senior Bond Resolution, Series A,
Refunding
|
5.000%
|
7/1/36
|
700,000
|
785,728
|
|
Total Hawaii
|
2,358,551
|
||||
Idaho — 0.2%
|
|||||
Idaho State Health Facilities Authority Revenue,
Trinity Health Credit Group, Series A
|
5.000%
|
12/1/47
|
1,100,000
|
1,093,561
|
|
Illinois — 16.7%
|
|||||
Chicago, IL, Board of Education, Dedicated
Capital Improvement, Special Tax Revenue,
Series 2018
|
5.000%
|
4/1/42
|
2,000,000
|
2,004,341
|
|
Chicago, IL, Board of Education, GO:
|
|
|
|
|
|
Dedicated, Series A
|
5.875%
|
12/1/47
|
3,000,000
|
3,119,113
|
|
Dedicated, Series G, Refunding
|
5.000%
|
12/1/34
|
100,000
|
99,420
|
|
Dedicated, Series G, Refunding
|
5.000%
|
12/1/44
|
750,000
|
695,541
|
|
Dedicated, Series H
|
5.000%
|
12/1/36
|
500,000
|
485,632
|
|
Dedicated, Series H
|
5.000%
|
12/1/46
|
5,400,000
|
4,917,324
|
|
Series D
|
5.000%
|
12/1/46
|
8,435,000
|
7,681,043
|
|
Chicago, IL, GO:
|
|
|
|
|
|
Series A
|
5.500%
|
1/1/35
|
1,000,000
|
1,033,114
|
|
Series A
|
5.000%
|
1/1/44
|
1,000,000
|
947,496
|
|
Chicago, IL, O’Hare International Airport
Revenue:
|
|
|
|
|
|
General Senior Lien, Series B, Refunding
|
5.000%
|
1/1/41
|
1,250,000
|
1,251,637
|
|
General Senior Lien, Series C, Refunding
|
5.000%
|
1/1/44
|
2,500,000
|
2,478,929
(c)
|
|
Senior Lien, Series D
|
5.000%
|
1/1/47
|
500,000
|
497,601
|
|
Senior Lien, Series D
|
5.000%
|
1/1/52
|
500,000
|
496,440
|
|
Series C, Refunding
|
5.000%
|
1/1/43
|
750,000
|
748,791
(c)
|
|
TrIPS Obligated Group
|
5.000%
|
7/1/48
|
900,000
|
857,216
(c)
|
|
Chicago, IL, Transit Authority, Sales Tax Receipts
Revenue:
|
|
|
|
|
|
Second Lien
|
5.000%
|
12/1/51
|
1,250,000
|
1,188,874
|
|
Second Lien, Series A, Refunding
|
5.000%
|
12/1/45
|
500,000
|
489,799
|
|
Second Lien, Series A, Refunding
|
4.000%
|
12/1/55
|
1,900,000
|
1,526,338
|
|
Chicago, IL, Wastewater Transmission Revenue:
|
|
|
|
|
|
Second Lien, Series A
|
5.000%
|
1/1/47
|
2,700,000
|
2,702,913
|
|
Second Lien, Series A, AG
|
5.250%
|
1/1/53
|
500,000
|
506,694
|
|
Second Lien, Series B, Refunding
|
5.000%
|
1/1/38
|
1,500,000
|
1,512,825
|
15
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Illinois — continued
|
|||||
Chicago, IL, Waterworks Revenue:
|
|
|
|
|
|
Second Lien, Series 2017, Refunding
|
5.000%
|
11/1/29
|
$1,800,000
|
$1,870,260
|
|
Second Lien, Series 2017-2, Refunding, AG
|
5.000%
|
11/1/33
|
1,290,000
|
1,325,343
|
|
Second Lien, Series 2017-2, Refunding, AG
|
5.000%
|
11/1/37
|
3,610,000
|
3,668,653
|
|
Second Lien, Series 2017-2, Refunding, AG
|
5.000%
|
11/1/38
|
2,000,000
|
2,025,885
|
|
Cook County, IL, Sales Tax Revenue, Series A,
Refunding
|
4.000%
|
11/15/41
|
2,500,000
|
2,272,063
|
|
Illinois State Finance Authority Revenue,
Northshore University Healthsystem, Series A,
Refunding
|
4.000%
|
8/15/40
|
2,400,000
|
2,154,916
|
|
Illinois State Finance Authority, Student Housing
& Academic Facilities Revenue, CHF
Chicago LLC, University of Illinois Chicago
Project
|
5.000%
|
2/15/50
|
500,000
|
458,027
|
|
Illinois State Sports Facilities Authority Revenue:
|
|
|
|
|
|
Sport Facilities Project, Series 2019,
Refunding, BAM
|
5.000%
|
6/15/28
|
750,000
|
781,182
|
|
Sport Facilities Project, Series 2019,
Refunding, BAM
|
5.000%
|
6/15/29
|
250,000
|
262,985
|
|
Illinois State Toll Highway Authority Revenue,
Series A
|
4.000%
|
1/1/46
|
4,000,000
|
3,603,172
|
|
Illinois State, GO:
|
|
|
|
|
|
Series 2016
|
5.000%
|
1/1/33
|
2,000,000
|
2,012,106
|
|
Series 2016
|
5.000%
|
11/1/33
|
3,000,000
|
3,038,522
|
|
Series 2016, Refunding
|
5.000%
|
2/1/29
|
2,100,000
|
2,148,419
|
|
Series A
|
5.000%
|
3/1/34
|
2,000,000
|
2,113,798
|
|
Series A
|
5.000%
|
5/1/36
|
940,000
|
960,926
|
|
Series A
|
5.000%
|
3/1/37
|
750,000
|
779,823
|
|
Series A
|
5.000%
|
5/1/39
|
2,600,000
|
2,633,120
|
|
Series A
|
5.000%
|
3/1/46
|
2,250,000
|
2,239,224
|
|
Series A, Refunding
|
5.000%
|
10/1/29
|
5,095,000
|
5,316,296
|
|
Series A, Refunding
|
5.000%
|
10/1/30
|
500,000
|
520,805
|
|
Series C
|
5.000%
|
12/1/41
|
4,000,000
|
4,093,271
|
|
Series D
|
5.000%
|
11/1/27
|
2,400,000
|
2,497,470
|
|
Series D
|
5.000%
|
11/1/28
|
750,000
|
775,141
|
|
Metropolitan Pier & Exposition Authority, IL,
Revenue:
|
|
|
|
|
|
McCormick Place Expansion Project, Series A,
Refunding
|
4.000%
|
12/15/42
|
3,500,000
|
3,127,394
|
16
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Illinois — continued
|
|||||
McCormick Place Expansion Project, Series A,
Refunding
|
4.000%
|
12/15/47
|
$1,500,000
|
$1,265,069
|
|
McCormick Place Expansion Project, Series A,
Refunding
|
5.000%
|
6/15/50
|
8,150,000
|
7,912,092
|
|
McCormick Place Expansion Project, Series B,
Refunding
|
5.000%
|
6/15/42
|
1,500,000
|
1,510,599
|
|
McCormick Place Expansion Project, Series
B-1, Refunding, AG
|
0.000%
|
6/15/47
|
3,000,000
|
939,970
|
|
Total Illinois
|
97,547,612
|
||||
Indiana — 1.6%
|
|||||
Indiana State Finance Authority Revenue:
|
|
|
|
|
|
BHI Senior Living Inc., Series A, Refunding
|
4.000%
|
11/15/41
|
2,250,000
|
1,969,094
|
|
Marion General Hospital, Series A
|
4.000%
|
7/1/45
|
1,200,000
|
1,054,617
|
|
Midwestern Disaster Relief, Ohio Valley
Electric Corp. Project, Series A
|
4.250%
|
11/1/30
|
1,150,000
|
1,164,473
|
|
Indianapolis, IN, Local Public Improvement Bond
Bank:
|
|
|
|
|
|
Courthouse and Jail Project, Series A
|
4.000%
|
2/1/44
|
2,000,000
|
1,798,783
|
|
Courthouse and Jail Project, Series A
|
5.000%
|
2/1/54
|
850,000
|
851,401
|
|
Valparaiso, IN, Exempt Facilities Revenue:
|
|
|
|
|
|
Pratt Paper LLC Project, Refunding
|
4.500%
|
1/1/34
|
1,300,000
|
1,302,242
(c)
|
|
Pratt Paper LLC Project, Refunding
|
4.875%
|
1/1/44
|
1,500,000
|
1,423,017
(c)
|
|
Total Indiana
|
9,563,627
|
||||
Iowa — 0.1%
|
|||||
Iowa State Tobacco Settlement Authority
Revenue, Asset Backed Senior Bonds, Class 1,
Series A-2, Refunding
|
4.000%
|
6/1/49
|
750,000
|
637,467
|
|
Kentucky — 0.4%
|
|||||
Kentucky State Economic Development Finance
Authority Revenue, Louisville Arena, Louisville
Arena Authority Inc., Refunding, AG
|
5.000%
|
12/1/45
|
1,000,000
|
1,000,638
|
|
Kentucky State PEA, Gas Supply Revenue, Series
A, Refunding
|
5.250%
|
12/1/29
|
1,200,000
|
1,258,995
(a)(b)
|
|
Total Kentucky
|
2,259,633
|
||||
Louisiana — 2.4%
|
|||||
Port New Orleans, LA, Board of Commissioners
Revenue, Series B, Refunding, AG
|
5.000%
|
4/1/43
|
2,500,000
|
2,461,130
(c)
|
|
Shreveport, LA, Water & Sewer Revenue,
Refunding, AG
|
5.000%
|
12/1/34
|
2,080,000
|
2,095,372
|
17
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Louisiana — continued
|
|||||
St. John the Baptist Parish, LA, State Revenue:
|
|
|
|
|
|
Marathon Oil Corp. Project, Series A-3,
Refunding
|
2.200%
|
7/1/26
|
$2,250,000
|
$2,206,834
(a)(b)
|
|
Marathon Oil Corp. Project, Series B-2,
Refunding
|
2.375%
|
7/1/26
|
4,650,000
|
4,569,305
(a)(b)
|
|
Marathon Oil Corp. Project, Series C,
Refunding
|
3.300%
|
7/3/28
|
2,500,000
|
2,450,970
(a)(b)
|
|
Total Louisiana
|
13,783,611
|
||||
Maryland — 0.5%
|
|||||
Maryland State EDC, Senior Student Housing
Revenue:
|
|
|
|
|
|
Morgan State University Project
|
4.000%
|
7/1/40
|
500,000
|
455,084
|
|
Morgan State University Project
|
5.000%
|
7/1/50
|
1,150,000
|
1,116,376
|
|
Maryland State Stadium Authority, Built to Learn
Revenue, Series 2021
|
4.000%
|
6/1/46
|
1,845,000
|
1,642,103
|
|
Total Maryland
|
3,213,563
|
||||
Massachusetts — 2.6%
|
|||||
Massachusetts State DFA Revenue:
|
|
|
|
|
|
Boston Medical Center, Sustainability Bonds,
Series G, Refunding
|
5.250%
|
7/1/52
|
1,800,000
|
1,757,056
|
|
International Charter School, Refunding
|
5.000%
|
4/15/40
|
1,875,000
|
1,779,364
|
|
Northeastern University Issue, Refunding
|
5.000%
|
10/1/44
|
2,750,000
|
2,828,800
|
|
UMass Boston Student Housing Project
|
5.000%
|
10/1/48
|
950,000
|
873,973
|
|
Massachusetts State Port Authority Revenue:
|
|
|
|
|
|
Bosfuel Project, Series A, Refunding
|
5.000%
|
7/1/49
|
1,500,000
|
1,468,029
(c)
|
|
Series A, Refunding
|
5.000%
|
7/1/36
|
1,700,000
|
1,754,691
(c)
|
|
Series E
|
5.000%
|
7/1/46
|
5,000,000
|
4,980,444
(c)
|
|
Total Massachusetts
|
15,442,357
|
||||
Michigan — 3.2%
|
|||||
Great Lakes, MI, Water Authority, Sewage
Disposal System Revenue, Senior Lien, Series C
|
5.250%
|
7/1/53
|
2,000,000
|
2,062,411
|
|
Great Lakes, MI, Water Authority, Water Supply
System Revenue:
|
|
|
|
|
|
Senior Lien, Series A
|
5.000%
|
7/1/38
|
1,000,000
|
1,078,674
|
|
Senior Lien, Series A
|
5.000%
|
7/1/46
|
6,790,000
|
6,800,870
|
|
Senior Lien, Series C, Refunding
|
5.000%
|
7/1/35
|
650,000
|
658,539
|
|
Kent County, MI, Gerald R. Ford International
Airport, GO, Authority Revenue, County GTD
|
5.000%
|
1/1/51
|
1,000,000
|
1,000,190
(c)
|
18
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Michigan — continued
|
|||||
Michigan State Finance Authority Revenue:
|
|
|
|
|
|
Local Government Loan Program, Detroit, MI,
Water & Sewer Department, Second Lien
Local Project, Series C, Refunding
|
5.000%
|
7/1/33
|
$625,000
|
$625,005
|
|
Local Government Loan Program, Detroit, MI,
Water & Sewer Department, Series D-2,
Refunding
|
5.000%
|
7/1/34
|
250,000
|
249,984
|
|
The Henry Ford Health Detroit South Campus
Central Utility Plant Project, Act 38 Facilities,
Senior Green Bonds
|
5.500%
|
2/28/57
|
1,000,000
|
1,036,873
|
|
Tobacco Settlement Asset Backed Senior
Bonds, Series B-1, Refunding
|
5.000%
|
6/1/49
|
185,000
|
183,233
|
|
Michigan State Hospital Finance Authority
Revenue, Ascension Health Senior Credit Group,
Series 2010 F-4, Refunding
|
5.000%
|
11/15/47
|
3,000,000
|
3,032,261
|
|
Michigan State Strategic Fund Ltd. Obligation
Revenue, I-75 Improvement Project
|
5.000%
|
12/31/43
|
1,800,000
|
1,797,000
(c)
|
|
Total Michigan
|
18,525,040
|
||||
Missouri — 0.3%
|
|||||
Missouri State HEFA Revenue, Senior Living
Facilities, Lutheran Senior Services Projects,
Series A
|
5.000%
|
2/1/42
|
150,000
|
148,887
|
|
St. Louis County, MO, IDA, Senior Living
Facilities Revenue, Friendship Village, St. Louis
Obligated Group, Series A
|
5.000%
|
9/1/38
|
1,600,000
|
1,605,440
|
|
Total Missouri
|
1,754,327
|
||||
Nebraska — 0.3%
|
|||||
Omaha, NE, Public Power District, Electric
System Revenue, Series B, Refunding
|
4.000%
|
2/1/46
|
2,000,000
|
1,794,593
|
|
New Hampshire — 1.9%
|
|||||
National Finance Authority, NH, Revenue:
|
|
|
|
|
|
Presbyterian Senior Living Project, Series A
|
5.250%
|
7/1/48
|
950,000
|
950,335
|
|
Winston-Salem Sustainable Energy
Partners LLC, Series A
|
5.000%
|
12/1/35
|
4,900,000
|
5,285,819
(e)
|
|
Winston-Salem Sustainable Energy
Partners LLC, Series A
|
5.000%
|
6/1/55
|
4,750,000
|
4,597,077
(e)
|
|
Total New Hampshire
|
10,833,231
|
||||
New Jersey — 8.1%
|
|||||
New Jersey State EDA Revenue:
|
|
|
|
|
|
Private Activity-The Goethals Bridge
Replacement Project
|
5.375%
|
1/1/43
|
1,000,000
|
1,000,263
(c)
|
19
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
New Jersey — continued
|
|||||
Private Activity-The Goethals Bridge
Replacement Project, AG
|
5.125%
|
7/1/42
|
$2,500,000
|
$2,503,436
(c)
|
|
Provident Group - Rowan Properties LLC,
Rowan University Housing Project
|
5.000%
|
1/1/48
|
500,000
|
452,838
|
|
Special Facility, Port Newark Container
Terminal LLC Project, Refunding
|
5.000%
|
10/1/37
|
3,500,000
|
3,488,616
(c)
|
|
New Jersey State EDA, Lease Revenue, State
House Project, Series B
|
5.000%
|
6/15/43
|
4,000,000
|
4,012,378
|
|
New Jersey State EDA, Special Facility Revenue,
Continental Airlines Inc. Project
|
5.250%
|
9/15/29
|
4,285,000
|
4,286,190
(c)
|
|
New Jersey State EFA Revenue, Stevens
Institute of Technology, Refunding
|
5.000%
|
7/1/42
|
3,000,000
|
3,013,246
|
|
New Jersey State Health Care Facilities
Financing Authority Revenue, RWJ Barnabas
Health Obligation Group, Series A, Refunding
|
5.000%
|
7/1/43
|
1,500,000
|
1,487,728
|
|
New Jersey State Transportation Trust Fund
Authority Revenue:
|
|
|
|
|
|
Transportation Program, Series AA
|
5.000%
|
6/15/39
|
2,125,000
|
2,186,291
|
|
Transportation Program, Series AA
|
5.000%
|
6/15/50
|
1,195,000
|
1,321,191
(g)
|
|
Transportation Program, Series AA, Refunding
|
5.000%
|
6/15/36
|
4,000,000
|
4,250,862
|
|
Transportation Program, Series AA, Refunding
|
5.000%
|
6/15/38
|
3,000,000
|
3,154,775
|
|
Transportation Program, Series AA, Refunding
|
5.000%
|
6/15/42
|
600,000
|
616,362
|
|
Transportation Program, Series AA,
Unrefunded
|
5.000%
|
6/15/50
|
4,325,000
|
4,329,165
|
|
Transportation Program, Series BB
|
4.000%
|
6/15/36
|
2,250,000
|
2,197,069
|
|
Transportation Program, Series BB
|
5.000%
|
6/15/44
|
2,000,000
|
1,995,258
|
|
Transportation System, Series A, Refunding
|
5.000%
|
12/15/28
|
1,050,000
|
1,116,482
|
|
Transportation System, Series A, Refunding
|
4.250%
|
6/15/40
|
750,000
|
714,940
|
|
New Jersey State Turnpike Authority Revenue,
Series C, Refunding
|
5.000%
|
1/1/44
|
4,000,000
|
4,141,354
|
|
Tobacco Settlement Financing Corp., NJ,
Revenue, Series A, Refunding
|
5.250%
|
6/1/46
|
800,000
|
803,295
|
|
Total New Jersey
|
47,071,739
|
||||
New Mexico — 0.4%
|
|||||
New Mexico State Municipal Energy Acquisition
Authority, Gas Supply Revenue, Refunding
|
5.000%
|
11/1/30
|
2,200,000
|
2,301,473
(a)(b)
|
|
New York — 24.8%
|
|||||
Brookhaven, NY, Local Development Corp.
Revenue, Long Island Community Hospital
Project, Series A, Refunding
|
4.000%
|
10/1/45
|
1,250,000
|
1,108,137
|
20
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
New York — continued
|
|||||
Long Island, NY, Power Authority Electric System
Revenue, Series B
|
3.000%
|
9/1/29
|
$1,250,000
|
$1,202,095
(a)(b)
|
|
MTA, NY, Dedicated Tax Fund Revenue:
|
|
|
|
|
|
Green Bonds, Series A
|
5.000%
|
11/15/47
|
2,000,000
|
2,010,044
|
|
Green Bonds, Subseries B-1, Refunding
|
4.000%
|
11/15/54
|
4,600,000
|
4,001,868
|
|
MTA, NY, Transportation Revenue:
|
|
|
|
|
|
Green Bonds, Series C-1, Refunding
|
4.000%
|
11/15/37
|
500,000
|
477,225
|
|
Green Bonds, Series E, Refunding
|
5.000%
|
11/15/30
|
1,750,000
|
1,892,056
|
|
Green Bonds, Series E, Refunding
|
4.000%
|
11/15/45
|
1,750,000
|
1,508,210
|
|
Series A-2
|
5.000%
|
5/15/30
|
2,300,000
|
2,396,633
(a)(b)
|
|
Series B, Refunding
|
5.000%
|
11/15/37
|
250,000
|
252,221
|
|
Series C-1, Refunding
|
5.000%
|
11/15/33
|
350,000
|
356,175
|
|
New York City, NY, GO:
|
|
|
|
|
|
Series A
|
5.000%
|
8/1/51
|
2,500,000
|
2,539,049
|
|
Subseries A-1
|
4.000%
|
8/1/40
|
1,250,000
|
1,172,317
|
|
Subseries A-1
|
5.000%
|
8/1/47
|
2,070,000
|
2,096,534
|
|
New York City, NY, Industrial Development
Agency Revenue:
|
|
|
|
|
|
Yankee Stadium Project, Refunding
|
4.000%
|
3/1/45
|
900,000
|
790,496
|
|
Yankee Stadium Project, Refunding, AG
|
4.000%
|
3/1/45
|
750,000
|
675,171
|
|
New York City, NY, Municipal Water Finance
Authority, Water & Sewer System Revenue:
|
|
|
|
|
|
Second General Resolution Fiscal 2017,
Series CC-1, Refunding
|
5.000%
|
6/15/46
|
2,000,000
|
2,002,859
|
|
Second General Resolution Fiscal 2018,
Series CC
|
5.000%
|
6/15/48
|
600,000
|
605,390
|
|
Second General Resolution Fiscal 2022,
Series AA, Subseries AA-1
|
4.000%
|
6/15/51
|
5,800,000
|
4,947,228
|
|
Second General Resolution Fiscal 2023,
Series AA, Subseries AA-1
|
5.250%
|
6/15/52
|
2,020,000
|
2,084,712
|
|
New York City, NY, TFA, Future Tax Secured
Revenue:
|
|
|
|
|
|
Subordinated, Series F, Subseries F-1
|
5.000%
|
2/1/47
|
10,250,000
|
10,385,864
|
|
Subordinated, Subseries F-1
|
5.000%
|
5/1/42
|
3,000,000
|
3,022,479
|
|
New York State Dormitory Authority Revenue:
|
|
|
|
|
|
Non-State Supported Debt, Memorial Sloan-
Kettering Cancer Center, Series B-1
|
4.000%
|
7/1/51
|
2,500,000
|
2,151,878
|
|
Non-State Supported Debt, SD, Series A,
Refunding, AG
|
5.000%
|
10/1/29
|
5,000
|
5,334
(g)
|
21
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
New York — continued
|
|||||
New York State Dormitory Authority, Sales Tax
Revenue, Bidding Group 4, Series A
|
5.000%
|
3/15/45
|
$1,000,000
|
$1,006,001
|
|
New York State Dormitory Authority, State
Personal Income Tax Revenue:
|
|
|
|
|
|
Bidding Group 3, Series B, Refunding
|
5.000%
|
2/15/41
|
5,000
|
5,218
(g)
|
|
Bidding Group 3, Series B, Refunding
|
5.000%
|
2/15/43
|
5,000
|
5,218
(g)
|
|
Bidding Group 3, Series B, Unrefunded
|
5.000%
|
2/15/41
|
2,990,000
|
3,036,869
|
|
Bidding Group 4, Series A, Refunding
|
4.000%
|
3/15/45
|
2,475,000
|
2,203,605
|
|
Bidding Group 4, Series A, Refunding
|
4.000%
|
3/15/46
|
7,240,000
|
6,398,480
|
|
Bidding Group 4, Series D, Refunding
|
4.000%
|
2/15/40
|
3,100,000
|
2,908,375
|
|
New York State Liberty Development Corp.,
Revenue:
|
|
|
|
|
|
3 World Trade Center Project, Class 1,
Refunding
|
5.000%
|
11/15/44
|
2,240,000
|
2,178,761
(d)
|
|
7 World Trade Center Project, Class 2,
Refunding
|
3.250%
|
9/15/52
|
5,000,000
|
3,477,651
|
|
Goldman Sachs Headquarters
|
5.500%
|
10/1/37
|
1,485,000
|
1,678,161
|
|
New York State Thruway Authority General
Revenue, Junior Indebtedness Obligations,
Junior Lien, Series B, Refunding
|
4.000%
|
1/1/45
|
4,000,000
|
3,555,207
|
|
New York State Transportation Development
Corp., Special Facilities Revenue:
|
|
|
|
|
|
Delta Air Lines Inc., LaGuardia Airport
Terminals C and D Redevelopment Project
|
5.000%
|
1/1/30
|
500,000
|
507,712
(c)
|
|
Delta Air Lines Inc., LaGuardia Airport
Terminals C and D Redevelopment Project
|
5.000%
|
1/1/32
|
650,000
|
656,452
(c)
|
|
Delta Air Lines Inc., LaGuardia Airport
Terminals C and D Redevelopment Project
|
5.000%
|
1/1/33
|
1,750,000
|
1,764,183
(c)
|
|
Delta Air Lines Inc., LaGuardia Airport
Terminals C and D Redevelopment Project
|
6.000%
|
4/1/35
|
2,750,000
|
2,987,170
(c)
|
|
Delta Air Lines Inc., LaGuardia Airport
Terminals C and D Redevelopment Project
|
5.625%
|
4/1/40
|
2,200,000
|
2,256,336
(c)
|
|
Delta Air Lines Inc., LaGuardia Airport
Terminals C and D Redevelopment Project
|
4.375%
|
10/1/45
|
1,750,000
|
1,551,906
(c)
|
|
John F. Kennedy International Airport New
Terminal One Project, Green Bonds
|
6.000%
|
6/30/54
|
2,150,000
|
2,255,409
(c)
|
|
John F. Kennedy International Airport New
Terminal One Project, Green Bonds
|
5.375%
|
6/30/60
|
6,600,000
|
6,570,339
(c)
|
|
John F. Kennedy International Airport New
Terminal One Project, Green Bonds, AG
|
5.125%
|
6/30/60
|
5,250,000
|
5,200,445
(c)
|
22
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
New York — continued
|
|||||
John F. Kennedy International Airport Terminal
4 Project, Series C, Refunding
|
4.000%
|
12/1/41
|
$2,160,000
|
$1,955,067
|
|
John F. Kennedy International Airport Terminal
Six Redevelopment Project, Green Bonds,
Series A, Refunding
|
5.500%
|
12/31/54
|
850,000
|
851,705
(c)
|
|
John F. Kennedy International Airport Terminal
Six Redevelopment Project, Green Bonds,
Series A, Refunding, AG
|
4.500%
|
12/31/54
|
2,000,000
|
1,780,793
(c)
|
|
John F. Kennedy International Airport Terminal
Six Redevelopment Project, Green Bonds,
Series B, Refunding, AG, Step bond (0.000%
to 12/31/34 then 5.000%)
|
0.000%
|
12/31/54
|
850,000
|
522,436
(c)
|
|
LaGuardia Airport Terminal B Redevelopment
Project, Series A
|
5.000%
|
7/1/41
|
1,550,000
|
1,550,022
(c)
|
|
LaGuardia Airport Terminal B Redevelopment
Project, Series A
|
5.000%
|
7/1/46
|
11,850,000
|
11,533,389
(c)
|
|
New York State Urban Development Corp.,
Revenue, State Personal Income Tax, Series C,
Refunding
|
4.000%
|
3/15/45
|
3,250,000
|
2,891,513
|
|
Port Authority of New York & New Jersey
Revenue:
|
|
|
|
|
|
Consolidated Series 194, Refunding
|
5.000%
|
10/15/41
|
6,400,000
|
6,406,787
|
|
Consolidated Series 218
|
4.000%
|
11/1/47
|
2,600,000
|
2,205,354
(c)
|
|
Consolidated Series 221
|
4.000%
|
7/15/45
|
1,000,000
|
870,156
(c)
|
|
Consolidated Series 221
|
4.000%
|
7/15/55
|
1,000,000
|
818,511
(c)
|
|
Triborough Bridge & Tunnel Authority, NY,
Revenue:
|
|
|
|
|
|
General-MTA Bridges & Tunnels, Series A
|
5.000%
|
11/15/45
|
250,000
|
251,280
|
|
General-MTA Bridges & Tunnels, Series A
|
5.000%
|
11/15/49
|
8,950,000
|
9,004,062
|
|
General-MTA Bridges & Tunnels, Series A
|
5.000%
|
11/15/51
|
1,950,000
|
1,961,738
|
|
General-MTA Bridges & Tunnels, Series A
|
4.000%
|
11/15/56
|
2,000,000
|
1,698,400
|
|
MTA Bridges & Tunnels, Senior Lien, Series
A-1, Refunding
|
5.000%
|
5/15/51
|
2,500,000
|
2,525,000
|
|
Total New York
|
144,713,686
|
||||
North Carolina — 0.8%
|
|||||
North Carolina State Medical Care Commission,
Retirement Facilities Revenue:
|
|
|
|
|
|
The Forest at Duke Project
|
4.000%
|
9/1/41
|
500,000
|
432,725
|
|
The Forest at Duke Project
|
4.000%
|
9/1/46
|
715,000
|
576,963
|
|
The Forest at Duke Project
|
4.000%
|
9/1/51
|
1,000,000
|
761,091
|
23
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
North Carolina — continued
|
|||||
North Carolina State Turnpike Authority, Monroe
Expressway Toll Revenue:
|
|
|
|
|
|
Series A, Refunding
|
5.000%
|
7/1/47
|
$1,500,000
|
$1,480,903
|
|
Series A, Refunding
|
5.000%
|
7/1/51
|
1,500,000
|
1,468,724
|
|
Total North Carolina
|
4,720,406
|
||||
North Dakota — 0.4%
|
|||||
Grand Forks, ND, Health Care System Revenue,
Altru Health System, Refunding, AG
|
3.000%
|
12/1/46
|
3,550,000
|
2,572,146
|
|
Ohio — 1.6%
|
|||||
Buckeye, OH, Tobacco Settlement Financing
Authority Revenue, Senior Bonds, Series B-2,
Refunding
|
5.000%
|
6/1/55
|
3,425,000
|
2,968,066
|
|
Ohio State Air Quality Development Authority
Revenue:
|
|
|
|
|
|
American Electric Co. Project, Series B
|
2.500%
|
10/1/29
|
1,950,000
|
1,818,188
(a)(b)(c)
|
|
American Electric Co. Project, Series D,
Refunding
|
3.700%
|
10/1/28
|
720,000
|
712,383
(c)
|
|
AMG Vanadium Project, Series 2019
|
5.000%
|
7/1/49
|
2,650,000
|
2,324,544
(c)
|
|
Duke Energy Corp. Project, Series B,
Refunding
|
4.250%
|
6/1/27
|
1,300,000
|
1,310,173
(a)(b)(c)
|
|
Total Ohio
|
9,133,354
|
||||
Oklahoma — 0.3%
|
|||||
Tulsa, OK, Municipal Airport Trust Revenue:
|
|
|
|
|
|
American Airlines Inc. Project, Refunding
|
6.250%
|
12/1/35
|
1,500,000
|
1,641,287
(c)
|
|
American Airlines Inc. Project, Refunding
|
6.250%
|
12/1/40
|
185,000
|
198,857
(c)
|
|
Total Oklahoma
|
1,840,144
|
||||
Oregon — 1.1%
|
|||||
Multnomah County, OR, School District No 7,
Reynolds, GO, Deferred Interest, Series B,
School Board Guaranty
|
0.000%
|
6/15/31
|
1,000,000
|
782,331
|
|
Oregon State Business Development
Commission Revenue, Recovery Zone Facility
Bonds, Intel Corp. Project, Series 232
|
3.800%
|
6/15/28
|
3,100,000
|
3,120,465
(a)(b)
|
|
Oregon State Facilities Authority Revenue,
Legacy Health Project, Series A, Refunding
|
5.000%
|
6/1/46
|
2,600,000
|
2,550,285
|
|
Total Oregon
|
6,453,081
|
||||
Pennsylvania — 7.0%
|
|||||
Allegheny County, PA, HDA Revenue, University
of Pittsburgh Medical Center, Series A,
Refunding
|
4.000%
|
7/15/39
|
500,000
|
463,836
|
24
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Pennsylvania — continued
|
|||||
Commonwealth Financing Authority, PA, Tobacco
Master Settlement Payment Revenue Bonds,
Series 2018
|
5.000%
|
6/1/32
|
$250,000
|
$258,690
|
|
Cumberland County, PA, Municipal Authority
Revenue:
|
|
|
|
|
|
Diakon Lutheran Social Ministries Project,
Unrefunded
|
5.000%
|
1/1/29
|
225,000
|
225,026
|
|
Diakon Lutheran Social Ministries Project,
Unrefunded
|
5.000%
|
1/1/30
|
775,000
|
775,045
|
|
Lancaster County, PA, Convention Center
Authority Revenue, Hotel Room Rental Tax:
|
|
|
|
|
|
Series B, Refunding, County GTD
|
4.750%
|
5/1/53
|
2,000,000
|
1,893,630
|
|
Series B, Refunding, County GTD
|
4.750%
|
5/1/57
|
2,500,000
|
2,357,686
|
|
Lancaster County, PA, Hospital Authority
Revenue, Penn State Health, Series 2021
|
5.000%
|
11/1/46
|
3,500,000
|
3,490,241
|
|
Pennsylvania State Economic Development
Financing Authority Revenue:
|
|
|
|
|
|
Exempt Facilities Bonds, PPL Energy
Supply LLC Project, Series B, Refunding
|
5.250%
|
6/1/27
|
1,000,000
|
1,000,643
(a)(b)
|
|
Exempt Facilities Bonds, PPL Energy
Supply LLC Project, Series C, Refunding
|
5.250%
|
6/1/27
|
2,200,000
|
2,203,334
(a)(b)
|
|
Solid Waste Disposal Facility, Core Natural
Resources Inc. Project, Refunding
|
5.450%
|
3/27/35
|
850,000
|
845,403
(a)(b)(c)
|
|
Tax-Exempt Private Activity, The Penndot
Major Bridges Package One Project
|
5.750%
|
6/30/48
|
2,000,000
|
2,035,370
(c)
|
|
Tax-Exempt Private Activity, The Penndot
Major Bridges Package One Project
|
5.250%
|
6/30/53
|
7,200,000
|
7,033,922
(c)
|
|
Pennsylvania State Turnpike Commission
Revenue:
|
|
|
|
|
|
Series A-2
|
5.000%
|
12/1/48
|
2,000,000
|
2,008,380
|
|
Series B
|
5.000%
|
12/1/45
|
2,000,000
|
2,049,444
|
|
Series B, Refunding
|
5.250%
|
12/1/47
|
1,500,000
|
1,562,800
|
|
Series C, Refunding
|
4.000%
|
12/1/51
|
2,000,000
|
1,728,564
|
|
Subordinated, Series B
|
5.000%
|
12/1/48
|
2,900,000
|
2,915,386
|
|
Philadelphia, PA, Airport Revenue, Series A,
Refunding
|
5.000%
|
6/15/35
|
2,000,000
|
2,000,343
(c)
|
|
Philadelphia, PA, Authority for IDR:
|
|
|
|
|
|
Charter School Revenue, A String Theory
Charter School Project, Refunding
|
5.000%
|
6/15/40
|
500,000
|
479,486
|
|
City Service Agreement Revenue, Rebuild
Project
|
5.000%
|
5/1/35
|
250,000
|
258,160
|
25
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Pennsylvania — continued
|
|||||
City Service Agreement Revenue, Rebuild
Project
|
5.000%
|
5/1/38
|
$500,000
|
$510,574
|
|
Philadelphia, PA, SD, GO, Series A, State Aid
Withholding
|
5.000%
|
9/1/33
|
1,755,000
|
1,760,618
|
|
State Public School Building Authority, PA, Lease
Revenue:
|
|
|
|
|
|
Philadelphia SD Project, Series A, Refunding,
AG, State Aid Withholding
|
5.000%
|
6/1/31
|
800,000
|
810,838
|
|
Philadelphia SD Project, Series A, Refunding,
AG, State Aid Withholding
|
5.000%
|
6/1/33
|
2,280,000
|
2,304,282
|
|
Total Pennsylvania
|
40,971,701
|
||||
Puerto Rico — 6.5%
|
|||||
Puerto Rico Commonwealth Aqueduct & Sewer
Authority Revenue:
|
|
|
|
|
|
Senior Lien, Series A, Refunding
|
5.000%
|
7/1/37
|
1,840,000
|
1,864,624
(d)
|
|
Senior Lien, Series A, Refunding
|
5.000%
|
7/1/47
|
4,700,000
|
4,459,846
(d)
|
|
Puerto Rico Commonwealth, GO:
|
|
|
|
|
|
CAB, Restructured, Series A-1
|
0.000%
|
7/1/33
|
78,612
|
53,284
|
|
Restructured, Series A-1
|
5.375%
|
7/1/25
|
33,970
|
33,994
|
|
Restructured, Series A-1
|
5.625%
|
7/1/27
|
67,418
|
69,206
|
|
Restructured, Series A-1
|
5.625%
|
7/1/29
|
66,323
|
69,523
|
|
Restructured, Series A-1
|
5.750%
|
7/1/31
|
64,420
|
68,971
|
|
Restructured, Series A-1
|
4.000%
|
7/1/33
|
61,087
|
58,773
|
|
Restructured, Series A-1
|
4.000%
|
7/1/35
|
1,209,908
|
1,142,944
|
|
Restructured, Series A-1
|
4.000%
|
7/1/37
|
4,065,000
|
3,757,257
|
|
Restructured, Series A-1
|
4.000%
|
7/1/41
|
629,073
|
539,377
|
|
Restructured, Series A-1
|
4.000%
|
7/1/46
|
66,635
|
54,806
|
|
Subseries CW
|
0.000%
|
11/1/43
|
252,075
|
151,560
(b)
|
|
Puerto Rico Electric Power Authority Revenue:
|
|
|
|
|
|
Series A
|
5.000%
|
7/1/42
|
2,900,000
|
1,413,750
*(h)
|
|
Series A
|
5.050%
|
7/1/42
|
450,000
|
219,375
*(h)
|
|
Series XX
|
5.250%
|
7/1/40
|
4,570,000
|
2,227,875
*(h)
|
|
Series ZZ, Refunding
|
—
|
7/1/18
|
1,550,000
|
751,750
*(i)
|
|
Puerto Rico Sales Tax Financing Corp., Sales Tax
Revenue:
|
|
|
|
|
|
CAB, Restructured, Series A-1
|
0.000%
|
7/1/27
|
1,240,000
|
1,141,291
|
|
CAB, Restructured, Series A-1
|
0.000%
|
7/1/46
|
7,830,000
|
2,513,699
|
|
Restructured, Series A-1
|
4.550%
|
7/1/40
|
300,000
|
286,207
|
|
Restructured, Series A-1
|
4.750%
|
7/1/53
|
1,230,000
|
1,126,428
|
|
Restructured, Series A-1
|
5.000%
|
7/1/58
|
3,870,000
|
3,636,080
|
26
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Puerto Rico — continued
|
|||||
Restructured, Series A-2
|
4.329%
|
7/1/40
|
$8,290,000
|
$7,741,325
|
|
Restructured, Series A-2A
|
4.550%
|
7/1/40
|
4,600,000
|
4,388,510
|
|
Total Puerto Rico
|
37,770,455
|
||||
South Carolina — 1.0%
|
|||||
Patriots Energy Group Financing Agency, SC, Gas
Supply Revenue, Subseries B-2, Refunding (SOFR
x 0.670 + 1.900%)
|
4.788%
|
3/1/31
|
1,250,000
|
1,289,195
(a)(b)
|
|
South Carolina State Jobs-EDA Hospital
Facilities Revenue, Bon Secours Mercy
Health Inc., Series A, Refunding
|
4.000%
|
12/1/44
|
2,550,000
|
2,269,023
|
|
South Carolina State Ports Authority Revenue:
|
|
|
|
|
|
Series 2018
|
5.000%
|
7/1/36
|
500,000
|
509,342
(c)
|
|
Series 2018
|
5.000%
|
7/1/48
|
1,750,000
|
1,723,750
(c)
|
|
Total South Carolina
|
5,791,310
|
||||
South Dakota — 0.1%
|
|||||
South Dakota State HEFA Revenue, Regional
Health
|
5.000%
|
9/1/40
|
700,000
|
694,206
|
|
Tennessee — 1.4%
|
|||||
Clarksville, TN, Water, Sewer & Gas Revenue,
Series A
|
4.000%
|
2/1/51
|
3,250,000
|
2,879,108
|
|
Knox County, TN, Health, Educational & Housing
Facility Board Revenue, University Health
System Inc., Series A
|
5.000%
|
9/1/40
|
1,550,000
|
1,534,203
|
|
Metropolitan Government of Nashville &
Davidson County, TN, Sports Authority Revenue,
Series A, AG
|
5.250%
|
7/1/53
|
2,250,000
|
2,325,170
|
|
Metropolitan Government of Nashville &
Davidson County, TN, Water & Sewer Revenue:
|
|
|
|
|
|
Subordinated, Green Bonds, Series A,
Refunding
|
5.000%
|
7/1/42
|
500,000
|
505,661
|
|
Subordinated, Series B, Refunding
|
5.000%
|
7/1/46
|
1,000,000
|
1,006,039
|
|
Total Tennessee
|
8,250,181
|
||||
Texas — 9.6%
|
|||||
Arlington, TX, Higher Education Finance Corp.,
Education Revenue, Uplift Education, Series A,
Refunding, PSF - GTD
|
5.000%
|
12/1/47
|
250,000
|
250,899
|
|
Arlington, TX, Special Tax Revenue, Senior Lien,
Series A, AG
|
5.000%
|
2/15/48
|
1,600,000
|
1,608,838
|
|
Austin, TX, Airport System Revenue:
|
|
|
|
|
|
Series 2022
|
5.000%
|
11/15/52
|
2,000,000
|
1,959,379
(c)
|
27
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Texas — continued
|
|||||
Series B
|
5.000%
|
11/15/39
|
$3,270,000
|
$3,290,635
(c)
|
|
Central Texas Regional Mobility Authority
Revenue, Senior Lien, Series B
|
4.000%
|
1/1/51
|
4,320,000
|
3,764,454
|
|
Central Texas Turnpike System Revenue:
|
|
|
|
|
|
Series C, Refunding
|
5.000%
|
8/15/41
|
750,000
|
781,305
|
|
Series C, Refunding
|
5.000%
|
8/15/42
|
1,000,000
|
1,034,031
|
|
Elgin, TX, ISD, GO, Unlimited Tax School Building
Bonds, PSF - GTD
|
4.000%
|
8/1/49
|
3,100,000
|
2,759,855
|
|
Forney, TX, ISD, GO, Unlimited Tax School
Building Bonds, Series 2019, PSF - GTD
|
5.000%
|
2/15/49
|
500,000
|
501,328
|
|
Galveston, TX, Wharves & Terminal Revenue:
|
|
|
|
|
|
First Lien, Series A
|
5.000%
|
8/1/34
|
1,555,000
|
1,613,153
(c)
|
|
First Lien, Series A
|
5.250%
|
8/1/35
|
1,250,000
|
1,315,709
(c)
|
|
First Lien, Series A
|
5.250%
|
8/1/37
|
1,250,000
|
1,299,851
(c)
|
|
Grand Parkway Transportation Corp., TX, System
Toll Revenue, Convertible CAB, Series A, B and C
|
5.500%
|
10/1/36
|
6,000,000
|
6,289,139
|
|
Harris County, TX, Cultural Education Facilities
Finance Corp., Hospital Revenue, Texas
Children’s Hospital, Series B, Refunding
|
5.000%
|
10/1/31
|
1,650,000
|
1,790,281
(a)(b)
|
|
Harris County, TX, GO, Certificates of Obligation
|
4.000%
|
9/15/49
|
4,750,000
|
4,181,717
|
|
Hays, TX, ISD, GO, Unlimited Tax School Building
Bonds, PSF - GTD
|
4.000%
|
2/15/47
|
1,650,000
|
1,490,494
|
|
Houston, TX, GO, Series A
|
4.125%
|
3/1/51
|
1,200,000
|
1,048,359
|
|
Houston, TX, Airport System Revenue:
|
|
|
|
|
|
Series B-1
|
5.000%
|
7/15/30
|
6,500,000
|
6,499,618
(c)
|
|
Special Facilities, United Airlines Inc.,
Terminal Improvement Project, Series B-1
|
4.000%
|
7/15/41
|
2,100,000
|
1,820,901
(c)
|
|
Subordinated Lien, Series A, Refunding
|
4.000%
|
7/1/40
|
2,000,000
|
1,840,492
(c)
|
|
Subordinated Lien, Series A, Refunding
|
4.000%
|
7/1/41
|
750,000
|
679,230
(c)
|
|
Houston, TX, Combined Utility System Revenue,
First Lien, Series D, Refunding
|
5.000%
|
11/15/44
|
1,000,000
|
1,000,657
|
|
Longview, TX, ISD, GO, Unlimited Tax School
Building Bonds, PSF - GTD
|
4.000%
|
2/15/49
|
2,250,000
|
2,005,977
|
|
Love Field, TX, Airport Modernization Corp.,
General Airport Revenue:
|
|
|
|
|
|
Series 2017
|
5.000%
|
11/1/33
|
160,000
|
161,393
(c)
|
|
Series 2017
|
5.000%
|
11/1/36
|
160,000
|
160,701
(c)
|
|
Mission, TX, EDC, Solid Waste Disposal
Revenue, Graphic Packaging International, LLC
Project, Green Bonds
|
5.000%
|
6/1/30
|
800,000
|
817,600
(a)(b)(c)
|
28
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Texas — continued
|
|||||
New Hope Cultural Education Facilities Finance
Corp., TX, Student Housing Revenue, Collegiate
Housing College Station, AG
|
5.000%
|
4/1/46
|
$750,000
|
$738,260
|
|
Newark, TX, Higher Education Finance Corp.,
Education Revenue, TLC Academy, Series A
|
4.000%
|
8/15/51
|
1,300,000
|
996,949
|
|
Port Beaumont, TX, Navigation District Dock and
Wharf Facility Revenue, Jefferson Gulf Coast
Energy Project, Series A
|
3.000%
|
1/1/50
|
400,000
|
258,124
(c)(d)
|
|
Tarrant County, TX, Cultural Education Facilities
Finance Corp., Hospital Revenue, Methodist
Hospitals of Dallas
|
4.000%
|
10/1/42
|
2,500,000
|
2,287,446
|
|
Texas State Private Activity Bond Surface
Transportation Corp. Revenue, Senior Lien, NTE
Mobility Partners Segments 3 LLC, Refunding
|
5.500%
|
6/30/41
|
1,650,000
|
1,689,966
(c)
|
|
Total Texas
|
55,936,741
|
||||
Utah — 1.4%
|
|||||
Salt Lake City, UT, Airport Revenue, Salt Lake
City International Airport, Series A
|
5.000%
|
7/1/43
|
5,250,000
|
5,186,087
(c)
|
|
Utah State Charter School Finance Authority,
Charter School Revenue:
|
|
|
|
|
|
Syracuse Arts Academy Project, UT CSCE
|
5.000%
|
4/15/42
|
250,000
|
250,127
|
|
Syracuse Arts Academy Project, UT CSCE
|
5.000%
|
4/15/47
|
1,000,000
|
987,318
|
|
Utah State Infrastructure Agency,
Telecommunications Revenue:
|
|
|
|
|
|
Series 2019
|
4.000%
|
10/15/39
|
1,250,000
|
1,142,260
|
|
Series 2021
|
4.000%
|
10/15/36
|
100,000
|
93,954
|
|
Series 2021
|
4.000%
|
10/15/38
|
500,000
|
458,166
|
|
Total Utah
|
8,117,912
|
||||
Virginia — 2.5%
|
|||||
Arlington County, VA, IDA, Hospital Revenue,
Virginia Hospital Center, Refunding
|
5.000%
|
7/1/35
|
700,000
|
738,289
|
|
Isle of Wight County, VA, EDA Revenue:
|
|
|
|
|
|
Riverside Health System, Series 2023, AG
|
4.750%
|
7/1/53
|
1,250,000
|
1,202,973
|
|
Riverside Health System, Series 2023, AG
|
5.250%
|
7/1/53
|
500,000
|
506,198
|
|
Virginia State Port Authority, Port Facilities
Revenue:
|
|
|
|
|
|
Series B, Refunding
|
5.000%
|
7/1/41
|
1,400,000
|
1,381,766
(c)
|
|
Series B, Refunding
|
5.000%
|
7/1/45
|
2,000,000
|
1,936,252
(c)
|
29
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Virginia — continued
|
|||||
Virginia State Small Business Financing
Authority Revenue:
|
|
|
|
|
|
National Senior Campuses, Inc., Series A,
Refunding
|
5.000%
|
1/1/32
|
$500,000
|
$523,934
|
|
National Senior Campuses, Inc., Series A,
Refunding
|
5.000%
|
1/1/34
|
550,000
|
571,164
|
|
Senior Lien, 95 Express Lanes LLC Project,
Refunding
|
5.000%
|
7/1/35
|
3,000,000
|
3,088,946
(c)
|
|
Senior Lien, 95 Express Lanes LLC Project,
Refunding
|
5.000%
|
1/1/37
|
1,000,000
|
1,020,615
(c)
|
|
Senior Lien, 95 Express Lanes LLC Project,
Refunding
|
5.000%
|
1/1/38
|
1,250,000
|
1,270,279
(c)
|
|
Senior Lien, I-495 HOT Lanes Project,
Refunding
|
5.000%
|
12/31/47
|
2,500,000
|
2,508,283
(c)
|
|
Total Virginia
|
14,748,699
|
||||
Washington — 1.5%
|
|||||
Port of Seattle, WA, Intermediate Lien Revenue:
|
|
|
|
|
|
Series 2019
|
4.000%
|
4/1/44
|
1,000,000
|
853,500
(c)
|
|
Series 2022, Refunding
|
5.000%
|
8/1/41
|
3,250,000
|
3,288,721
(c)
|
|
Series C
|
5.000%
|
5/1/42
|
1,500,000
|
1,499,464
(c)
|
|
Washington State Health Care Facilities
Authority Revenue:
|
|
|
|
|
|
Seattle Cancer Care Alliance, Refunding
|
4.000%
|
12/1/40
|
500,000
|
465,478
|
|
Seattle Cancer Care Alliance, Refunding
|
4.000%
|
12/1/45
|
1,200,000
|
1,042,083
|
|
Seattle Cancer Care Alliance, Refunding
|
5.000%
|
9/1/50
|
1,500,000
|
1,469,032
|
|
Total Washington
|
8,618,278
|
||||
West Virginia — 0.1%
|
|||||
West Virginia State EDA Revenue, Solid Waste
Disposal Facility, Commercial Metals Co. Project
|
4.625%
|
5/15/32
|
750,000
|
746,151
(a)(b)(c)
|
|
Wisconsin — 2.2%
|
|||||
Public Finance Authority, WI, Airport Facilities
Revenue, Transportation Infrastructure
Properties LLC, Series B, Refunding
|
5.000%
|
7/1/42
|
4,000,000
|
3,864,969
(c)
|
|
Public Finance Authority, WI, Revenue:
|
|
|
|
|
|
Cone Health, Series A
|
5.000%
|
10/1/52
|
2,000,000
|
2,001,977
|
|
The Carmelite System Inc. Obligated Group,
Refunding
|
5.000%
|
1/1/45
|
700,000
|
662,167
|
|
Public Finance Authority, WI, Student Housing
Revenue, University of Hawai’i Foundation
Project, Green Bonds, Series A-1
|
4.000%
|
7/1/51
|
1,800,000
|
1,379,614
(d)
|
30
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Wisconsin — continued
|
|||||
Village of Mount Pleasant, WI, Tax Increment
Revenue, Series A, Moral Obligations
|
5.000%
|
4/1/48
|
$3,000,000
|
$3,004,727
|
|
Wisconsin State HEFA Revenue, Bellin Memorial
Hospital Inc., Series A
|
5.500%
|
12/1/52
|
1,600,000
|
1,661,204
|
|
Total Wisconsin
|
12,574,658
|
||||
|
|||||
Total Municipal Bonds (Cost — $871,676,076)
|
848,289,867
|
||||
Municipal Bonds Deposited in Tender Option Bond Trusts(j) — 4.3%
|
|||||
New York — 4.3%
|
|||||
New York City, NY, Municipal Water Finance
Authority, Water & Sewer System Revenue,
Second General Resolution Fiscal 2023,
Subseries AA-1
|
5.250%
|
6/15/52
|
6,920,000
|
7,141,445
|
|
New York State Dormitory Authority, State
Personal Income Tax Revenue, Series A
|
4.000%
|
3/15/45
|
8,480,000
|
7,550,131
|
|
New York State Urban Development Corp., State
Sales Tax Revenue, Series A
|
5.000%
|
3/15/49
|
10,200,000
|
10,405,367
|
|
|
|||||
Total Municipal Bonds Deposited in Tender Option Bond Trusts
(Cost — $26,017,334)
|
25,096,943
|
||||
Total Investments before Short-Term Investments (Cost — $897,693,410)
|
873,386,810
|
||||
|
|||||
Short-Term Investments — 2.3%
|
|||||
Municipal Bonds — 2.3%
|
|||||
Delaware — 0.2%
|
|||||
University of Delaware, DE, Revenue, Series C,
Refunding, SPA - TD Bank N.A.
|
3.000%
|
11/1/37
|
1,000,000
|
1,000,000
(k)(l)
|
|
Florida — 0.0%††
|
|||||
Hillsborough County, FL, IDA Revenue, Baycare
Health System, Series B, Refunding, LOC - TD
Bank N.A.
|
3.000%
|
11/1/38
|
265,000
|
265,000
(k)(l)
|
|
Mississippi — 0.2%
|
|||||
Mississippi State Business Finance Corp., Gulf
Opportunity Zone, IDR, Chevron USA Inc. Project,
Series C
|
3.000%
|
12/1/30
|
1,010,000
|
1,010,000
(k)(l)
|
|
New York — 0.3%
|
|||||
New York City, NY, Municipal Water Finance
Authority, Water & Sewer System Revenue,
Second General Resolution Fiscal 2023,
Subseries BB-2, Refunding, SPA - Mizuho Bank
Ltd.
|
3.000%
|
6/15/44
|
1,325,000
|
1,325,000
(k)(l)
|
31
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
|||||
New York — continued
|
|||||
New York State HFA Revenue, 10 Liberty Street
Realty LLC, Series A, LIQ - FHLMC, LOC - FHLMC
|
1.880%
|
5/1/35
|
$600,000
|
$600,000
(k)(l)
|
|
Total New York
|
1,925,000
|
||||
Texas — 1.6%
|
|||||
Tarrant County, TX, Cultural Education Facilities
Finance Corp., Hospital Revenue, Methodist
Hospitals of Dallas Project, Series A, Refunding,
LOC - TD Bank N.A.
|
2.950%
|
10/1/41
|
9,600,000
|
9,600,000
(k)(l)
|
|
|
|||||
Total Short-Term Investments (Cost — $13,800,000)
|
13,800,000
|
||||
Total Investments — 152.0% (Cost — $911,493,410)
|
887,186,810
|
||||
Variable Rate Demand Preferred Stock, at Liquidation Value — (48.7)%
|
(284,075,000
)
|
||||
TOB Floating Rate Notes — (2.4)%
|
(13,955,000
)
|
||||
Other Liabilities in Excess of Other Assets — (0.9)%
|
(5,647,484
)
|
||||
Total Net Assets Applicable to Common Shareholders — 100.0%
|
$583,509,326
|
32
††
|
Represents less than 0.1%.
|
*
|
Non-income producing security.
|
(a)
|
Maturity date shown represents the mandatory tender date.
|
(b)
|
Variable rate security. Interest rate disclosed is as of the most recent information
available. Certain variable rate
securities are not based on a published reference rate and spread but are determined
by the issuer or agent and
are based on current market conditions. These securities do not indicate a reference
rate and spread in their
description above.
|
(c)
|
Income from this issue is considered a preference item for purposes of calculating
the alternative minimum tax
(“AMT”).
|
(d)
|
Security is exempt from registration under Rule 144A of the Securities Act of 1933.
This security may be resold in
transactions that are exempt from registration, normally to qualified institutional
buyers. This security has been
deemed liquid pursuant to guidelines approved by the Board of Directors.
|
(e)
|
Securities traded on a when-issued or delayed delivery basis.
|
(f)
|
Bonds are generally escrowed to maturity by government securities and/or U.S. government
agency securities.
|
(g)
|
Pre-Refunded bonds are generally escrowed with U.S. government obligations and/or
U.S. government agency
securities.
|
(h)
|
The coupon payment on this security is currently in default as of May 31, 2025.
|
(i)
|
The maturity principal is currently in default as of May 31, 2025.
|
(j)
|
Represents securities deposited into a special purpose entity, referred to as a Tender
Option Bond (“TOB”) trust
(Note 1).
|
(k)
|
Variable rate demand obligations (“VRDOs”) have a demand feature under which the Fund can tender them back to
the issuer or liquidity provider on no more than 7 days notice. The interest rate
generally resets on a daily or
weekly basis and is determined on the specific interest rate reset date by the remarketing
agent, pursuant to a
formula specified in official documents for the VRDO, or set at the highest rate allowable
as specified in official
documents for the VRDO. VRDOs are benchmarked to the Securities Industry and Financial
Markets Association
(“SIFMA”) Municipal Swap Index. The SIFMA Municipal Swap Index is compiled from weekly interest rate resets
of tax-exempt VRDOs reported to the Municipal Securities Rulemaking Board’s Short-term Obligation Rate
Transparency System.
|
(l)
|
Maturity date shown is the final maturity date. The security may be sold back to the
issuer before final maturity.
|
33
Abbreviation(s) used in this schedule:
|
||
AG
|
—
|
Assured Guaranty — Insured Bonds
|
BAM
|
—
|
Build America Mutual — Insured Bonds
|
CAB
|
—
|
Capital Appreciation Bonds
|
CSCE
|
—
|
Charter School Credit Enhancement
|
DFA
|
—
|
Development Finance Agency
|
EDA
|
—
|
Economic Development Authority
|
EDC
|
—
|
Economic Development Corporation
|
EFA
|
—
|
Educational Facilities Authority
|
FHLMC
|
—
|
Federal Home Loan Mortgage Corporation
|
GO
|
—
|
General Obligation
|
GTD
|
—
|
Guaranteed
|
HDA
|
—
|
Housing Development Authority
|
HEFA
|
—
|
Health & Educational Facilities Authority
|
HFA
|
—
|
Housing Finance Agency
|
IDA
|
—
|
Industrial Development Authority
|
IDR
|
—
|
Industrial Development Revenue
|
ISD
|
—
|
Independent School District
|
LIQ
|
—
|
Liquidity Facility
|
LOC
|
—
|
Letter of Credit
|
MFA
|
—
|
Municipal Finance Authority
|
MTA
|
—
|
Metropolitan Transportation Authority
|
PCFA
|
—
|
Pollution Control Financing Authority
|
PEA
|
—
|
Public Energy Authority
|
PSF
|
—
|
Permanent School Fund
|
SD
|
—
|
School District
|
SOFR
|
—
|
Secured Overnight Financing Rate
|
SPA
|
—
|
Standby Bond Purchase Agreement — Insured Bonds
|
TFA
|
—
|
Transitional Finance Authority
|
USD
|
—
|
Unified School District
|
34
Assets:
|
|
Investments, at value (Cost — $911,493,410)
|
$887,186,810
|
Interest receivable
|
12,786,206
|
Dividends receivable from affiliated investments
|
3
|
Prepaid expenses
|
106,020
|
Total Assets
|
900,079,039
|
Liabilities:
|
|
Variable Rate Demand Preferred Stock ($25,000 liquidation value per share; 11,363
shares
issued and outstanding) (net of deferred offering costs of $1,680,687) (Note 5)
|
282,394,313
|
Payable for securities purchased
|
16,341,156
|
TOB Floating Rate Notes (Note 1)
|
13,955,000
|
Distributions payable to Common Shareholders
|
2,976,727
|
Investment management fee payable
|
407,621
|
Interest expense payable
|
153,264
|
Due to custodian
|
133,844
|
Accrued expenses
|
207,788
|
Total Liabilities
|
316,569,713
|
Total Net Assets Applicable to Common Shareholders
|
$583,509,326
|
Net Assets Applicable to Common Shareholders:
|
|
Common stock par value ($0.001 par value; 54,618,848 shares issued and outstanding;
500,000,000 common shares authorized)
|
$54,619
|
Paid-in capital in excess of par value
|
643,331,664
|
Total distributable earnings (loss)
|
(59,876,957
)
|
Total Net Assets Applicable to Common Shareholders
|
$583,509,326
|
Common Shares Outstanding
|
54,618,848
|
Net Asset Value Per Common Share
|
$10.68
|
35
Investment Income:
|
|
Interest
|
$39,068,753
|
Dividends from affiliated investments
|
2,456
|
Total Investment Income
|
39,071,209
|
Expenses:
|
|
Distributions to Variable Rate Demand Preferred Stockholders (Notes 1 and 5)
|
9,156,349
|
Investment management fee (Note 2)
|
4,996,232
|
Liquidity fees (Note 5)
|
2,200,118
|
Interest expense (Note 1)
|
514,459
|
Legal fees
|
256,324
|
Directors’ fees
|
234,221
|
Remarketing fees (Note 5)
|
144,011
|
Shareholder reports
|
92,600
|
Amortization of Variable Rate Demand Preferred Stock offering costs (Note 5)
|
84,972
|
Fund accounting fees
|
74,945
|
Rating agency fees
|
71,555
|
Audit and tax fees
|
52,783
|
Stock exchange listing fees
|
48,648
|
Custody fees
|
6,870
|
Insurance
|
5,610
|
Miscellaneous expenses
|
3,656
|
Total Expenses
|
17,943,353
|
Less: Fee waivers and/or expense reimbursements (Note 2)
|
(187,646
)
|
Net Expenses
|
17,755,707
|
Net Investment Income
|
21,315,502
|
Realized and Unrealized Gain (Loss) on Investments and Futures Contracts (Notes 1, 3 and 4):
|
|
Net Realized Loss From:
|
|
Investment transactions in unaffiliated securities
|
(524,439
)
|
Futures contracts
|
(144,447
)
|
Net Realized Loss
|
(668,886
)
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
Investments in unaffiliated securities
|
(23,786,629
)
|
Futures contracts
|
381,433
|
Change in Net Unrealized Appreciation (Depreciation)
|
(23,405,196
)
|
Net Loss on Investments and Futures Contracts
|
(24,074,082
)
|
Decrease in Net Assets Applicable to Common Shareholders From Operations
|
$(2,758,580
)
|
36
For the Years Ended May 31,
|
2025
|
2024
|
Operations:
|
|
|
Net investment income
|
$21,315,502
|
$17,749,469
|
Net realized loss
|
(668,886
)
|
(5,091,041
)
|
Change in net unrealized appreciation (depreciation)
|
(23,405,196
)
|
13,388,069
|
Distributions paid to Auction Rate Cumulative Preferred Stockholders from
net investment income
|
—
|
(28,118
)
|
Increase (Decrease) in Net Assets Applicable to Common
Shareholders From Operations
|
(2,758,580
)
|
26,018,379
|
Distributions to Common Shareholders From (Note 1):
|
|
|
Total distributable earnings
|
(21,129,427
)
|
(18,913,032
)
|
Return of capital
|
(14,592,156
)
|
(7,179,313
)
|
Decrease in Net Assets From Distributions to Common
Shareholders
|
(35,721,583
)
|
(26,092,345
)
|
Fund Share Transactions:
|
|
|
Cost of shares repurchased (35,441 and 113,555 shares repurchased,
respectively) (Note 8)
|
(363,636
)
|
(1,159,604
)
|
Net assets of shares issued in connection with merger (0 and 11,400,072
shares issued, respectively) (Note 9)
|
—
|
123,821,419
|
Cost of aggregate fractional shares repurchased (0 and 79 aggregate
fractional shares repurchased, respectively) (Note 9)
|
—
|
(855
)
|
Increase (Decrease) in Net Assets From Fund Share
Transactions
|
(363,636
)
|
122,660,960
|
Increase (Decrease) in Net Assets Applicable to Common
Shareholders
|
(38,843,799
)
|
122,586,994
|
Net Assets Applicable to Common Shareholders:
|
|
|
Beginning of year
|
622,353,125
|
499,766,131
|
End of year
|
$583,509,326
|
$622,353,125
|
37
Increase (Decrease) in Cash:
|
|
Cash Flows from Operating Activities:
|
|
Net decrease in net assets applicable to common shareholders resulting from operations
|
$(2,758,580
)
|
Adjustments to reconcile net decrease in net assets resulting from operations to net
cash
provided (used) by operating activities:
|
|
Purchases of portfolio securities
|
(129,721,875
)
|
Sales of portfolio securities
|
144,200,415
|
Net purchases, sales and maturities of short-term investments
|
(13,220,936
)
|
Net amortization of premium (accretion of discount)
|
3,696,394
|
Decrease in interest receivable
|
787,971
|
Increase in prepaid expenses
|
(18,549
)
|
Decrease in dividends receivable from affiliated investments
|
222
|
Decrease in receivable from brokers — net variation margin on open futures contracts
|
148,313
|
Increase in payable for securities purchased
|
8,625,196
|
Amortization of preferred stock offering costs
|
84,972
|
Increase in investment management fee payable
|
19,936
|
Decrease in Directors’ fees payable
|
(13,292
)
|
Decrease in interest expense payable
|
(13,612
)
|
Decrease in accrued expenses
|
(23,221
)
|
Net realized loss on investments
|
524,439
|
Change in net unrealized appreciation (depreciation) of investments
|
23,786,629
|
Net Cash Provided in Operating Activities*
|
36,104,422
|
Cash Flows from Financing Activities:
|
|
Distributions paid on common stock (net of distributions payable)
|
(35,723,618
)
|
Decrease in due to custodian
|
(3,643
)
|
Payment for Fund shares repurchased
|
(377,570
)
|
Proceeds from TOB Floating Rate Notes
|
7,535,000
|
Repayment of TOB Floating Rate Notes
|
(7,535,000
)
|
Net Cash Used by Financing Activities
|
(36,104,831
)
|
Net Decrease in Cash and Restricted Cash
|
(409
)
|
Cash and restricted cash at beginning of year
|
409
|
Cash and restricted cash at end of year
|
—
|
*
|
Included in operating expenses is $528,071 paid for interest on borrowings and $9,156,349
paid for distributions to
Variable Rate Demand Preferred Stockholders.
|
|
May 31, 2025
|
Cash
|
—
|
Restricted cash
|
—
|
Total cash and restricted cash shown in the Statement of Cash Flows
|
—
|
38
For a common share of capital stock outstanding throughout each year ended May 31:
|
|||||
|
20251
|
20241
|
20231
|
20221
|
20211
|
Net asset value, beginning of year
|
$11.39
|
$11.52
|
$12.20
|
$14.19
|
$13.04
|
Income (loss) from operations:
|
|||||
Net investment income
|
0.39
|
0.35
|
0.42
|
0.47
|
0.53
|
Net realized and unrealized gain (loss)
|
(0.45
)
|
0.03
|
(0.66
)
|
(1.97
)
|
1.15
|
Distributions paid to Auction Rate
Cumulative Preferred Stockholders from net
investment income
|
—
|
(0.00
)2
|
(0.02
)
|
(0.00
)2
|
(0.00
)2
|
Total income (loss) from operations
|
(0.06)
|
0.38
|
(0.26)
|
(1.50)
|
1.68
|
Less distributions to common
shareholders from:
|
|
|
|
|
|
Net investment income
|
(0.38
)
|
(0.37
)
|
(0.40
)
|
(0.48
)
|
(0.53
)
|
Net realized gains
|
—
|
—
|
—
|
(0.01
)
|
—
|
Return of capital
|
(0.27
)
|
(0.14
)
|
(0.05
)
|
—
|
—
|
Total distributions to common
shareholders
|
(0.65
)
|
(0.51
)
|
(0.45
)
|
(0.49
)
|
(0.53
)
|
Anti-dilutive impact of repurchase plan
|
0.00
2,3
|
0.00
2,3
|
—
|
—
|
—
|
Net increase from repurchase of Auction
Rate Cumulative Preferred Shares
|
—
|
—
|
0.03
|
—
|
0.00
2
|
Net asset value, end of year
|
$10.68
|
$11.39
|
$11.52
|
$12.20
|
$14.19
|
Market price, end of year
|
$9.91
|
$9.93
|
$9.84
|
$11.13
|
$13.46
|
Total return, based on NAV4,5
|
(0.68
)%6
|
3.34
%7
|
(1.78
)%8
|
(10.86
)%
|
13.09
%9
|
Total return, based on Market Price10
|
6.24
%
|
6.23
%
|
(7.61
)%
|
(14.06
)%
|
16.67
%
|
Net assets applicable to common
shareholders, end of year (millions)
|
$584
|
$622
|
$500
|
$529
|
$615
|
Ratios to average net assets:11
|
|||||
Gross expenses
|
2.87
%6
|
3.25
%7
|
2.44
%
|
1.34
%
|
1.31
%
|
Net expenses12,13
|
2.84
6
|
3.20
7
|
2.44
|
1.34
|
1.31
|
Net investment income
|
3.41
6
|
3.07
7
|
3.59
|
3.43
|
3.85
|
Portfolio turnover rate
|
14
%
|
17
%
|
28
%
|
22
%
|
16
%
|
39
For a common share of capital stock outstanding throughout each year ended May 31:
|
|||||
|
20251
|
20241
|
20231
|
20221
|
20211
|
Supplemental data:
|
|
|
|
|
|
Auction Rate Cumulative Preferred Stock at
Liquidation Value, End of Year (000s)
|
—
|
—
|
$1,300
|
$27,625
|
$27,625
|
Variable Rate Demand Preferred Stock at
Liquidation Value, End of Year (000s)
|
$284,075
|
$284,075
|
$217,575
|
$217,575
|
$217,575
|
Asset Coverage Ratio for Auction Rate
Cumulative Preferred Stock and Variable
Rate Demand Preferred Stock14
|
305
%
|
319
%
|
328
%
|
316
%
|
351
%
|
Asset Coverage, per $25,000 Liquidation
Value per Share of Auction Rate Cumulative
Preferred Stock and Variable Rate Demand
Preferred Stock14
|
$76,352
|
$79,770
|
$82,084
|
$78,956
|
$87,754
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Amount represents less than $0.005 or greater than $(0.005) per share.
|
3
|
The repurchase plan was completed at an average repurchase price of $10.26 for 35,441
shares and $363,636 for
the year ended May 31, 2025, and $10.21 for 113,555 shares and $1,159,604 for the
year ended May 31, 2024.
|
4
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or
expense reimbursements.
In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements,
the total
return would have been lower. Past performance is no guarantee of future results.
|
5
|
The total return calculation assumes that distributions are reinvested at NAV. Past
performance is no guarantee of
future results.
|
6
|
Ratios and total return for the year ended May 31, 2025, include certain non-recurring
fees incurred by the Fund
during the period. Without these fees, the gross and net expense ratios and the net
investment income ratio would
have been 2.87%, 2.84% and 3.41%, respectively, and total return based on NAV would
have been (0.68)%.
|
7
|
Ratios and total return for the year ended May 31, 2024, include certain non-recurring
fees incurred by the Fund
during the period. Without these fees, the gross and net expense ratios and the net
investment income ratio would
have been 3.09%, 3.04% and 3.23%, respectively, and total return based on NAV would
have been 3.43%.
|
8
|
The total return based on NAV reflects the impact of the repurchase by the Fund of
a portion of its Auction Rate
Cumulative Preferred Shares at 95% of the per share liquidation preference. Absent
this transaction, the total
return based on NAV would have been (2.04)%.
|
9
|
The total return based on NAV reflects the impact of the repurchase by the Fund of
a portion of its Auction Rate
Cumulative Preferred Shares at 85% of the per share liquidation preference. Absent
this transaction, the total
return based on NAV would have been the same.
|
10
|
The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend
reinvestment plan. Past performance is no guarantee of future results.
|
11
|
Calculated on the basis of average net assets of common stock shareholders. Ratios
do not reflect the effect of
dividend payments to auction rate cumulative preferred stockholders.
|
12
|
The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management
fee payable in connection with any investment in an affiliated money market fund.
|
13
|
Reflects fee waivers and/or expense reimbursements.
|
14
|
Represents value of net assets plus the liquidation value of the auction rate cumulative
preferred stock and
variable rate demand preferred stock, if any, at the end of the period divided by
the liquidation value of the auction
rate cumulative preferred stock and variable rate demand preferred stock, if any,
outstanding at the end of the
period.
|
40
41
42
ASSETS
|
||||
Description
|
Quoted Prices
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
Long-Term Investments†:
|
|
|
|
|
Municipal Bonds
|
—
|
$848,289,867
|
—
|
$848,289,867
|
Municipal Bonds Deposited in
Tender Option Bond Trusts
|
—
|
25,096,943
|
—
|
25,096,943
|
Total Long-Term Investments
|
—
|
873,386,810
|
—
|
873,386,810
|
Short-Term Investments†
|
—
|
13,800,000
|
—
|
13,800,000
|
Total Investments
|
—
|
$887,186,810
|
—
|
$887,186,810
|
†
|
See Schedule of Investments for additional detailed categorizations.
|
43
44
45
46
|
Total Distributable
Earnings (Loss)
|
Paid-in
Capital
|
(a)
|
$84,972
|
$(84,972)
|
47
Purchases
|
$129,721,875
|
Sales
|
144,200,415
|
|
Cost*
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Depreciation
|
Securities
|
$896,092,780
|
$14,904,743
|
$(37,765,713)
|
$(22,860,970)
|
*
|
Cost of investments for federal income tax purposes includes the value of Inverse
Floaters issued in TOB
transactions (Note 1).
|
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|
|
Interest
Rate Risk
|
Futures contracts
|
$(144,447
)
|
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
|
|
Interest
Rate Risk
|
Futures contracts
|
$381,433
|
|
Average Market
Value*
|
Futures contracts (to buy)†
|
$23,944,591
|
*
|
Based on the average of the market values at each month-end during the period.
|
†
|
At May 31, 2025, there were no open positions held in this derivative.
|
48
Series
|
Mandatory
Redemption Date
|
Shares
|
Liquidation
Preference
Per Share
|
Aggregate
Liquidation
Value
|
Series 1
|
3/4/2045
|
8,703
|
$25,000
|
$217,575,000
|
Series 2
|
3/11/2045
|
2,660
|
25,000
|
66,500,000
|
49
50
51
Record Date
|
Payable Date
|
Amount
|
5/22/2025
|
6/2/2025
|
$0.0545
|
6/23/2025
|
7/1/2025
|
$0.0545
|
7/24/2025
|
8/1/2025
|
$0.0545
|
8/22/2025
|
9/2/2025
|
$0.0545
|
52
Since the commencement of the stock repurchase program through May 31, 2025, the Fund repurchased 148,996 shares or 0.27% of its common shares outstanding for a total amount of $1,523,240.
Acquired Fund
|
Shares Issued
by the Fund
|
Total Net Assets of the
Acquired Fund
|
Total Net Assets
of the Fund
|
Western Asset Municipal Partners Fund Inc.
|
11,400,072
|
$123,821,419
|
$471,041,213
|
|
Unaudited
|
Net investment income
|
$19,054,164
|
Net realized loss
|
(6,436,370)
|
Change in net unrealized appreciation
|
6,935,144
|
Distributions paid to auction rate cumulative preferred stockholders
|
(222,989)
|
Increase in net assets from operations
|
$19,329,949
|
53
|
Affiliate
Value at
May 31, 2024
|
Purchased
|
Sold
|
||
Cost
|
Shares
|
Proceeds
|
Shares
|
||
Western Asset
Premier
Institutional
Government
Reserves, Premium
Shares
|
—
|
$9,904,091
|
9,904,091
|
$9,904,091
|
9,904,091
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
May 31,
2025
|
Western Asset Premier
Institutional
Government Reserves,
Premium Shares
|
—
|
$2,456
|
—
|
—
|
|
2025
|
2024
|
Distributions paid from:
|
|
|
Tax exempt income:
|
|
|
Common shareholders
|
$21,128,022
|
$18,912,079
|
Auction rate cumulative preferred stockholders
|
—
|
28,117
|
Variable rate demand preferred stockholders
|
9,155,989
|
9,420,143
|
Total tax exempt distributions
|
$30,284,011
|
$28,360,339
|
Taxable income:
|
|
|
Common shareholders
|
$1,405
|
$953
|
Auction rate cumulative preferred stockholders
|
—
|
1
|
Variable rate demand preferred stockholders
|
360
|
363
|
Total ordinary income distributions
|
$1,765
|
$1,317
|
Tax return of capital:
|
|
|
Common shareholders
|
$14,592,156
|
$7,179,313
|
Auction rate cumulative preferred stockholders
|
—
|
—
|
Variable rate demand preferred stockholders
|
—
|
—
|
Total distributions paid
|
$44,877,932
|
$35,540,969
|
54
Deferred capital losses*
|
$(34,039,256)
|
Other book/tax temporary differences(a)
|
(2,976,732)
|
Unrealized appreciation (depreciation)(b)
|
(22,860,969)
|
Total distributable earnings (loss) — net
|
$(59,876,957)
|
*
|
These capital losses have been deferred in the current year as either short-term or
long-term losses. The losses
will be deemed to occur on the first day of the next taxable year in the same character
as they were originally
deferred and will be available to offset future taxable capital gains.
|
(a)
|
Other book/tax temporary differences are attributable to the book/tax differences
in the timing of the
deductibility of various expenses.
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation)
is attributable to the tax
deferral of losses on wash sales, the difference between book and tax amortization
methods for premium on
fixed income securities and book/tax differences in the accrual of interest income
on securities in default.
|
55
July 22, 2025
56
57
58
59
60
61
62
Independent Directors†
|
|
Robert D. Agdern
|
|
Year of birth
|
1950
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, and Compliance Liaison,
Class III
|
Term of office1 and year service began
|
Since 2015
|
Principal occupation(s) during the past five years
|
Member of the Advisory Committee of the Dispute Resolution
Research Center at the Kellogg Graduate School of Business,
Northwestern University (2002 to 2016); formerly, Deputy
General Counsel responsible for western hemisphere matters
for BP PLC (1999 to 2001); Associate General Counsel at Amoco
Corporation responsible for corporate, chemical, and refining
and marketing matters and special assignments (1993 to 1998)
(Amoco merged with British Petroleum in 1998 forming BP PLC)
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
Other board memberships held by Director during the past five
years
|
None
|
Carol L. Colman
|
|
Year of birth
|
1946
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit and Compensation
Committees, and Chair of Pricing and Valuation Committee,
Class I
|
Term of office1 and year service began
|
Since 2006
|
Principal occupation(s) during the past five years
|
President, Colman Consulting Company (consulting)
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
Other board memberships held by Director during the past five
years
|
None
|
63
Independent Directors† (cont’d)
|
|
Anthony Grillo*
|
|
Year of birth
|
1955
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class I
|
Term of office1 and year service began
|
Since 2024
|
Principal occupation(s) during the past five years
|
Retired; Founder, Managing Director and Partner of American
Securities Opportunity Funds (private equity and credit firm)
(2006 to 2018); formerly, Senior Managing Director of Evercore
Partners Inc. (investment banking) (2001 to 2004); Senior
Managing Director of Joseph Littlejohn & Levy, Inc. (private
equity firm) (1999 to 2001); Senior Managing Director of The
Blackstone Group L.P. (private equity and credit firm) (1991 to
1999)
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
Other board memberships held by Director during the past five
years
|
Director of Littelfuse, Inc. (electronics manufacturing) (since
1991); formerly, Director of Oaktree Acquisition Corp. II (2020
to 2022); Director of Oaktree Acquisition Corp. (2019 to 2021)
|
Eileen A. Kamerick**
|
|
Year of birth
|
1958
|
Position(s) held with Fund1
|
Chair (since November 15, 2024) and Member of Nominating,
Compensation, Pricing and Valuation and Audit Committees,
Class II
|
Term of office1 and year service began
|
Since 2013
|
Principal occupation(s) during the past five years
|
Chief Executive Officer, The Governance Partners, LLC
(consulting firm) (since 2015); National Association of Corporate
Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100
honoree; Adjunct Professor, Georgetown University Law Center
(since 2021); Adjunct Professor, The University of Chicago Law
School (since 2018); Adjunct Professor, University of Iowa
College of Law (since 2007); formerly, Chief Financial Officer,
Press Ganey Associates (health care informatics company) (2012
to 2014); Managing Director and Chief Financial Officer,
Houlihan Lokey (international investment bank) and President,
Houlihan Lokey Foundation (2010 to 2012)
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
Other board memberships held by Director during the past five
years
|
Director, VALIC Company I (since October 2022); Director of ACV
Auctions Inc. (since 2021); Director of Associated Banc-Corp
(financial services company) (since 2007); formerly, Director of
Hochschild Mining plc (precious metals company) (2016
to 2023); formerly Trustee of AIG Funds and Anchor Series Trust
(2018 to 2021)
|
64
Independent Directors† (cont’d)
|
|
Nisha Kumar
|
|
Year of birth
|
1970
|
Position(s) held with Fund1
|
Director and Member of Nominating, Compensation and Pricing
and Valuation Committees, and Chair of Audit Committee,
Class II
|
Term of office1 and year service began
|
Since 2019
|
Principal occupation(s) during the past five years
|
Formerly, Managing Director and the Chief Financial Officer and
Chief Compliance Officer of Greenbriar Equity Group, LP (2011
to 2021); formerly, Chief Financial Officer and Chief
Administrative Officer of Rent the Runway, Inc. (2011); Executive
Vice President and Chief Financial Officer of AOL LLC, a
subsidiary of Time Warner Inc. (2007 to 2009); Member of the
Council on Foreign Relations
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
Other board memberships held by Director during the past five
years
|
Director of Stonepeak-Plus Infrastructure Fund LP (since 2025);
Director of Birkenstock Holding plc (since 2023); Director of The
India Fund, Inc. (since 2016); formerly, Director of Aberdeen
Income Credit Strategies Fund (2017 to 2018); and Director of
The Asia Tigers Fund, Inc. (2016 to 2018)
|
Peter Mason*
|
|
Year of birth
|
1959
|
Position(s) held with Fund1
|
Director and Member of Audit, Nominating and Pricing and
Valuation Committees, and Chair of Compensation Committee,
Class III
|
Term of office1 and year service began
|
Since 2024
|
Principal occupation(s) during the past five years
|
Arbitrator and Mediator (self-employed) (since 2021); formerly,
Global General Counsel of UNICEF (intergovernmental
organization) (1998 to 2021)
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
Other board memberships held by Director during the past five
years
|
Chairman of University of Sydney USA Foundation (since 2020);
Director of the Radio Workshop US, Inc. (since 2023)
|
65
Independent Directors† (cont’d)
|
|
Hillary A. Sale*
|
|
Year of birth
|
1961
|
Position(s) held with Fund1
|
Director and Member of Audit, Compensation and Pricing and
Valuation Committees, and Chair of Nominating Committee,
Class II
|
Term of office1 and year service began
|
Since 2024
|
Principal occupation(s) during the past five years
|
Agnes Williams Sesquicentennial Professor of Leadership and
Corporate Governance, Georgetown Law; and Professor of
Management, McDonough School of Business (since 2018);
formerly, Associate Dean for Strategy, Georgetown Law (2020
to 2023); National Association of Corporate Directors Board
Faculty Member (since 2021); formerly, a Member of the Board
of Governors of FINRA (2016 to 2022)
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
Other board memberships held by Director during the past five
years
|
Director of CBOE U.S. Securities Exchanges, CBOE Futures
Exchange, and CBOE SEF, Director (since 2022); Advisory Board
Member of Foundation Press (academic book publisher)
(since 2019); Chair of DirectWomen Board Institute (since 2019);
formerly, Member of DirectWomen Board (nonprofit) (2007
to 2022)
|
Interested Director and Officer
|
|
Jane Trust, CFA3
|
|
Year of birth
|
1962
|
Position(s) held with Fund1
|
Director, President and Chief Executive Officer, Class III
|
Term of office1 and year service began
|
Since 2015
|
Principal occupation(s) during the past five years
|
Senior Vice President, Fund Board Management, Franklin
Templeton (since 2020); Officer and/or Trustee/Director of 119
funds associated with FTFA or its affiliates (since 2015); Trustee
of Putnam Family of Funds consisting of 105 portfolios; President
and Chief Executive Officer of FTFA (since 2015); formerly, Senior
Managing Director (2018 to 2020) and Managing Director (2016
to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and
Senior Vice President of FTFA (2015)
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
Trustee/Director of Franklin Templeton funds consisting of 119
portfolios; Trustee of Putnam Family of Funds consisting of 105
portfolios
|
Other board memberships held by Director during the past five
years
|
None
|
66
Additional Officers
|
|
Fred Jensen
|
|
Franklin Templeton
One Madison Avenue, 17th Floor, New York, NY 10010
|
|
Year of birth
|
1963
|
Position(s) held with Fund1
|
Chief Compliance Officer
|
Term of office1 and year service began
|
Since 2020
|
Principal occupation(s) during the past five years
|
Director - Global Compliance of Franklin Templeton (since 2020);
Managing Director of Legg Mason & Co. (2006 to 2020); Director
of Compliance, Legg Mason Office of the Chief Compliance
Officer (2006 to 2020); formerly, Chief Compliance Officer of
Legg Mason Global Asset Allocation (prior to 2014); Chief
Compliance Officer of Legg Mason Private Portfolio Group (prior
to 2013); formerly, Chief Compliance Officer of The Reserve
Funds (investment adviser, funds and broker-dealer) (2004) and
Ambac Financial Group (investment adviser, funds and broker-
dealer) (2000 to 2003)
|
Marc A. De Oliveira
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1971
|
Position(s) held with Fund1
|
Secretary and Chief Legal Officer
|
Term of office1 and year service began
|
Since 2023
|
Principal occupation(s) during the past five years
|
Associate General Counsel of Franklin Templeton (since 2020);
Secretary and Chief Legal Officer (since 2020) and Assistant
Secretary of certain funds in the Franklin Templeton fund
complex (since 2006); formerly, Managing Director (2016
to 2020) and Associate General Counsel of Legg Mason & Co.
(2005 to 2020)
|
Thomas C. Mandia
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1962
|
Position(s) held with Fund1
|
Senior Vice President
|
Term of office1 and year service began
|
Since 2022
|
Principal occupation(s) during the past five years
|
Senior Associate General Counsel to Franklin Templeton
(since 2020); Senior Vice President (since 2020) and Assistant
Secretary of certain funds in the Franklin Templeton fund
complex (since 2006); Secretary of FTFA (since 2006); Secretary
of LMAS (since 2002) and LMFAM (formerly registered
investment advisers) (since 2013); formerly, Managing Director
and Deputy General Counsel of Legg Mason & Co. (2005
to 2020)
|
67
Additional Officers (cont’d)
|
|
Christopher Berarducci
|
|
Franklin Templeton
One Madison Avenue, 17th Floor, New York, NY 10010
|
|
Year of birth
|
1974
|
Position(s) held with Fund1
|
Treasurer and Principal Financial Officer
|
Term of office1 and year service began
|
Since 2019
|
Principal occupation(s) during the past five years
|
Vice President, Fund Administration and Reporting, Franklin
Templeton (since 2020); Treasurer (since 2010) and Principal
Financial Officer (since 2019) of certain funds associated with
Legg Mason & Co. or its affiliates; formerly, Managing
Director (2020), Director (2015 to 2020), and Vice President (2011
to 2015) of Legg Mason & Co.
|
Jeanne M. Kelly
|
|
Franklin Templeton
One Madison Avenue, 17th Floor, New York, NY 10010
|
|
Year of birth
|
1951
|
Position(s) held with Fund1
|
Senior Vice President
|
Term of office1 and year service began
|
Since 2007
|
Principal occupation(s) during the past five years
|
U.S. Fund Board Team Manager, Franklin Templeton (since 2020);
Senior Vice President of certain funds associated with Legg
Mason & Co. or its affiliates (since 2007); Senior Vice President
of FTFA (since 2006); President and Chief Executive Officer of
LMAS and LMFAM (since 2015); formerly, Managing Director of
Legg Mason & Co. (2005 to 2020); and Senior Vice President of
LMFAM (2013 to 2015)
|
68
69
Franklin Resources Inc.
Compliance Department
One Madison Avenue, 17th Floor
New York, NY 10010
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
|
Pursuant to:
|
Amount Reported
|
Exempt-Interest Dividends Distributed
|
§852(b)(5)(A)
|
$30,284,011
|
Qualified Net Interest Income (QII)
|
§871(k)(1)(C)
|
$4
|
Section 163(j) Interest Earned
|
§163(j)
|
$20,643
|
Interest Earned from Federal Obligations
|
Note (1)
|
$2,926
|
90
President and Chief Executive
Officer
Treasurer and Principal Financial
Officer
Chief Compliance Officer
Secretary and Chief Legal Officer
Senior Vice President
Senior Vice President
17th Floor
New York, NY 10010
P.O. Box 43006
Providence, RI 02940-3078
public accounting firm
Baltimore, MD
900 G Street NW
Washington, DC 20001
Exchange Symbol
Your Privacy and the Security of Your Personal Information is Very Important to Us
One Madison Avenue
17th Floor
New York, NY 10010
P.O. Box 43006
Providence, RI 02940-3078
(b) Not applicable
ITEM 2. | CODE OF ETHICS. |
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Directors of the Registrant has determined that Eileen A. Kamerick and Nisha Kumar, possess the technical attributes identified in Item 3 to Form N-CSR to qualify as an “audit committee financial experts,” and has designated Eileen A. Kamerick and Nisha Kumar, as the Audit Committee’s financial experts. Eileen A. Kamerick and Nisha Kumar are an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) Audit Fees. The aggregate fees billed in the last two fiscal years ending May 31, 2024 and May 31, 2025 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $46,116 in May 31, 2024 and $48,883 in May 31, 2025.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in May 31, 2024 and $0 in May 31, 2025.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $9,750 in May 31, 2024 and $9,750 in May 31, 2025. 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 the Registrant’s investment manager and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the Registrant (“Service Affiliates”) during the Reporting Periods that required pre-approval by the Audit Committee.
d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $14,000 in May 31, 2024 and $0 in May 31, 2025.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(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 the Registrant’s investment manager 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 service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“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 the Covered Service Providers constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to the Registrant and the Service Affiliates during the reporting period were $342,635 in May 31, 2024 and $334,889 in May 31, 2025.
(h) Yes. The Registrant’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 Auditor’s independence. All services provided by the Auditor to the Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) | Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members: |
Robert D. Agdern
Carol L. Colman
Anthony Grillo*
Eileen A. Kamerick
Nisha Kumar
Peter Mason*
Hillary A. Sale*
* Effective November 15, 2024, Ms. Sale and Messrs. Grillo and Mason became members of the Audit Committee.
b) Not applicable
ITEM 6. | SCHEDULE OF INVESTMENTS. |
(a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 1 of this Form N-CSR. |
(b) | Not applicable. |
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Western Asset Management Company, LLC Proxy Voting Policies and Procedures
NOTE |
The policy below relating to proxy voting and corporate actions is a global policy for Western Asset Management Company, LLC (“Western Asset” or the “Firm”) and all Western Asset affiliates, including Western Asset Management Company Limited (“Western Asset Limited”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), as applicable. As compliance with the policy is monitored by Western Asset, the policy has been adopted from the US Compliance Manual and all defined terms are those defined in the US Compliance Manual rather than the compliance manual of any other Western Asset affiliate.
BACKGROUND |
An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
POLICY |
As a fixed income only manager, the occasion to vote proxies is very rare, for instance, when fixed income securities are converted into equity by their terms or in connection with a bankruptcy or corporate workout. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
PROCEDURES |
Responsibility and Oversight
The Legal & Compliance Group is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions team of the Investment Operations Group (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Portfolio Compliance Group maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Portfolio Compliance Group for coordination and the following actions:
Proxies are reviewed to determine accounts impacted.
Impacted accounts are checked to confirm Western Asset voting authority.
Where appropriate, the Regulatory Affairs Group reviews the issues presented to determine any material conflicts of interest. (See Conflicts of Interest section of these procedures for further information on determining material conflicts of interest.)
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.
The Portfolio Compliance Group provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Portfolio Compliance Group.
Portfolio Compliance Group votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.
Timing |
Western Asset’s Legal and Compliance Department personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.
Recordkeeping |
Western Asset maintains records of proxies voted pursuant to Rule 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
• | A copy of Western Asset’s proxy voting policies and procedures. |
• | Copies of proxy statements received with respect to securities in client accounts. |
• | A copy of any document created by Western Asset that was material to making a decision how to vote proxies. |
• | Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests. |
A proxy log including:
1. | Issuer name; |
2. | Exchange ticker symbol of the issuer’s shares to be voted; |
3. | Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted; |
4. | A brief identification of the matter voted on; |
5. | Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
6. | Whether a vote was cast on the matter; |
7. | A record of how the vote was cast; |
8. | Whether the vote was cast for or against the recommendation of the issuer’s management team; |
9. | Funds are required to categorize their votes so that investors can focus on the topics they find important. Categories include, for example, votes related to director elections, extraordinary transactions, say-on-pay, shareholder rights and defenses, and the environment or climate, among others; and |
10. | Funds are required to disclose the number of shares voted or instructed to be cast, as well as the number of shares loaned but not recalled and, therefore, not voted by the fund. |
Records are maintained in an easily accessible place for a period of not less than five (5) years with the first two (2) years in Western Asset’s offices.
Disclosure |
Western Asset’s proxy policies and procedures are described in the Firm’s Form ADV Part 2A. Clients are provided with a copy of these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.
Conflicts of Interest
All proxies that potentially present conflicts of interest are reviewed by the Regulatory Affairs Group for a materiality assessment. Issues to be reviewed include, but are not limited to:
1. | Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company; |
2. | Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and |
3. | Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders. |
Voting Guidelines
Western Asset’s substantive voting decisions are based on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
I. | Board Approved Proposals |
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
1. | Matters relating to the Board of Directors |
Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:
a. | Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
b. | Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director. |
c. | Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences. |
d. | Votes are cast on a case-by-case basis in contested elections of directors. |
2. | Matters relating to Executive Compensation |
Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
a. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution. |
b. | Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options. |
c. | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price. |
d. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
3. | Matters relating to Capitalization |
The Management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
a. | Western Asset votes for proposals relating to the authorization of additional common stock. |
b. | Western Asset votes for proposals to effect stock splits (excluding reverse stock splits). |
c. | Western Asset votes for proposals authorizing share repurchase programs. |
4. | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions |
Western Asset votes these issues on a case-by-case basis on board-approved transactions.
5. | Matters relating to Anti-Takeover Measures |
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
a. | Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans. |
b. | Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions. |
6. | Other Business Matters |
Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
a. | Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws. |
b. | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
7. | Reporting of Financially Material Information |
Western Asset generally believes issuers should disclose information that is material to their business.
What qualifies as “material” can vary, so votes are cast on a case-by-case basis but consistent with the overarching principle.
II. | Shareholder Proposals |
SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:
1. | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans. |
2. | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals. |
3. | Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
Environmental or social issues that are the subject of a proxy vote will be considered on a case-by-case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
III. | Voting Shares of Investment Companies |
Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
1. | Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios. |
2. | Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
IV. | Voting Shares of Foreign Issuers |
In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
1. | Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management. |
2. | Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees. |
3. | Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
4. | Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights. |
V. | Environmental, Social and Governance (“ESG”) Matters |
Western Asset incorporates ESG considerations, among other relevant risks, as part of the overall process where appropriate. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.
As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to ESG matters. What qualifies as “material” can vary, so votes are cast on a case-by-case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.
Targeted environmental or social issues that are the subject of a proxy vote will be considered on a case-by-case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
Retirement Accounts
For accounts subject to ERISA, as well as other retirement accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the Department of Labor has determined that the responsibility remains with the investment manager.
In order to comply with the Department of Labor’s position, Western Asset will be presumed to have the obligation to vote proxies for its retirement accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the retirement account client and in accordance with any proxy voting guidelines provided by the client.
ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
NAME AND ADDRESS |
LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
Michael C. Buchanan
Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2024 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset since September 2024; employed by Western Asset Management as an investment professional for at least the past five years; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management |
Robert Amodeo Western
Asset |
Since 2007 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; portfolio manager at Western Asset since 2005; prior to that time, Mr. Amodeo was a Managing Director and portfolio manager with Salomon Brothers Asset Management Inc from 1992 to 2005. |
David Fare
Western
Asset |
Since 2004 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; portfolio manager at Western Asset since 2005; prior to that time, Mr. Fare was with Citigroup Asset Management or one of its affiliates since 1989. |
John Mooney Western
Asset |
Since 2023 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; portfolio manager at Western Asset since 2005; prior to that time, Mr. Mooney was with Citigroup Asset Management, AIG/SunAmerica, and First Investors Management Company. |
Ryan K. Brist Western
Asset |
Since 2024 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Head of U.S. Investment Grade Credit of Western Asset since 2009; Chief Investment Officer and Portfolio Manager at Logan Circle Partners, L.P. from 2007-2009; Co-Chief Investment Officer and Senior Portfolio Manager at Delaware Investment Advisors from 2000-2007 |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of May 31, 2025.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
Name of PM | Type of Account | Number of Accounts Managed | Total Assets Managed | Number of Accounts Managed for which Advisory Fee is Performance-Based | Assets Managed for which Advisory Fee is Performance-Based |
Michael C. Buchanan ‡ | Other Registered Investment Companies | 61 | $78.90 billion | None | None |
Other Pooled Vehicles | 217 | $47.79 billion | 17 | $2.19 billion | |
Other Accounts | 330 | $99.60 billion | 13 | $6.26 billion | |
Robert Amodeo‡ | Other Registered Investment Companies | 17 | $7.83 billion | None | None |
Other Pooled Vehicles | 3 | $3.95 billion | None | None | |
Other Accounts | 20 | $6.64 billion | None | None | |
David Fare‡ | Other Registered Investment Companies | 16 | $7.57 billion | None | None |
Other Pooled Vehicles | 3 | $3.95 billion | None | None | |
Other Accounts | 14 | $3.87 billion | None | None | |
John Mooney ‡ | Other Registered Investment Companies | 16 | $6.69 billion | None | None |
Other Pooled Vehicles | 3 | $3.95 billion | None | None | |
Other Accounts | 20 | $6.64 billion | None | None | |
Ryan K. Brist ‡ | Other Registered Investment Companies | 27 | $9.54 billion | None | None |
Other Pooled Vehicles | 17 | $13.48 billion | None | None | |
Other Accounts | 94 | $41.46 million | 4 | $1.19 billion |
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). They are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.
(a)(3): Portfolio Manager Compensation (As of May 31, 2025):
Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by the named investment professional as of May 31, 2025.
Investment Professional(s) | Dollar Range of Portfolio Securities Beneficially Owned | |
Michael C. Buchanan | A | |
David Fare | A | |
Robert Amodeo | A | |
John Mooney | A | |
Ryan K. Brist |
A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
(a) | (b) | (c) |
(d) | |||||||||||||
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||
June 1 through June 30 | 28,232 | $ | 10.20 | 28,232 | 5,334,997 | |||||||||||
July 1 through July 31 | 7,209 | $ | 10.43 | 7,209 | 5,327,788 | |||||||||||
August 1 through August 31 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
September 1 through September 30 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
October 1 through October 31* | 0 | 0 | 0 | 5,327,788 | ||||||||||||
November 1 through November 30 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
December 1 through December 31 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
January 1 through January 31 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
February 1 through February 28 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
March 1 through March 31 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
April 1 through April 30 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
May 1 through May 31 | 0 | 0 | 0 | 5,327,788 | ||||||||||||
Total | 35,441 | $ | 10.25 | 35,441 | 5,327,788 |
On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to continue to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. |
ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
ITEM 16. | CONTROLS AND PROCEDURES. |
(a) | The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
(b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected or are likely to materially affect the Registrant’s internal control over financial reporting. |
ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 19. | EXHIBITS. |
(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a) (3) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Western Asset Managed Municipals Fund Inc.
By: | /s/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | July 25, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | July 25, 2025 |
By: | /s/ Christopher Berarducci | |
Christopher Berarducci | ||
Principal Financial Officer | ||
Date: | July 25, 2025 |