N-CSRS 1 d821910dncsrs.htm WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC. (MHF) Western Asset Municipal High Income Fund Inc. (MHF)

 

 

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 811-05497

 

 

Western Asset Municipal High Income Fund Inc.

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 47th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

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: October 31

Date of reporting period: April 30, 2024

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


LOGO

 

Semi-Annual Report   April 30, 2024

WESTERN ASSET

MUNICIPAL HIGH INCOME

FUND INC. (MHF)

 

 

 

LOGO

 

INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE


What’s inside      
Letter from the chairman     III  
Performance review     IV  
Fund at a glance     1  
Schedule of investments     2  
Statement of assets and liabilities     20  
Statement of operations     21  
Statements of changes in net assets     22  
Financial highlights     23  
Notes to financial statements     24  
Additional shareholder information     34  
Dividend reinvestment plan     35  

Fund objective

The Fund seeks high current income exempt from federal income taxes.

The Fund seeks to achieve its investment objective by investing primarily in intermediate-and long-term municipal debt securities issued by state and local governments (“municipal obligations”). However, the Fund may invest in municipal obligations of any maturity. The Fund may invest up to 100% of its assets in municipal obligations rated below investment grade (commonly referred to as “junk bonds”).

 

 

II

   Western Asset Municipal High Income Fund Inc.


Letter from the chairman

 

LOGO

Dear Shareholder,

We are pleased to provide the semi-annual report of Western Asset Municipal High Income Fund Inc. for the six-month reporting period ended April 30, 2024. Please read on for Fund performance information during the Fund’s reporting period.

Special shareholder notice

Effective March 1, 2024, Michael C. Buchanan and Ryan K. Brist joined the Fund’s portfolio management team and S. Kenneth Leech no longer serves as a member of the Fund’s portfolio management team.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.franklintempleton.com. Here you can gain immediate access to market and investment information, including:

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

May 31, 2024

 

Western Asset Municipal High Income Fund Inc.  

 

III


Performance review

 

For the six months ended April 30, 2024, Western Asset Municipal High Income Fund Inc. returned 8.96% based on its net asset value (“NAV”)i and 15.65% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Municipal Bond Indexii, returned 7.06% for the same period.

Certain investors may be subject to the federal alternative minimum tax, and state and local taxes will apply. Capital gains, if any, are fully taxable. Please consult your personal tax or legal adviser.

The Fund has a practice of seeking to maintain a relatively stable level of distributions to shareholders. This practice has no impact on the Fund’s investment strategy and may reduce the Fund’s NAV. The Fund’s manager believes the practice helps maintain the Fund’s competitiveness and may benefit the Fund’s market price and premium/discount to the Fund’s NAV.

During this six-month period, the Fund made distributions to shareholders totaling $0.15 per share. As of April 30, 2024, the Fund estimates that 99% of the distributions were sourced from net investment income and 1% constituted a return of capital.* The performance table shows the Fund’s six-month total return based on its NAV and market price as of April 30, 2024. Past performance is no guarantee of future results.

 

Performance Snapshot as of April 30, 2024 (unaudited)  
Price Per Share   6-Month
Total Return**
 
$7.20 (NAV)     8.96 %† 
$6.79 (Market Price)     15.65 %‡ 

All figures represent past performance and are not a guarantee of future results. Performance figures for periods shorter than one year represent cumulative figures and are not annualized.

** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.

† Total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV.

‡ Total return assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

*

These estimates are not for tax purposes. The Fund will issue a Form 1099 with final composition of the distributions for tax purposes after year-end. A return of capital is not taxable and results in a reduction in the tax basis of a shareholder’s investment. For more information about a distribution’s composition, please refer to the Fund’s distribution press release or, if applicable, the Section 19 notice located in the press release section of our website, www.franklintempleton.com.

 

 

IV

   Western Asset Municipal High Income Fund Inc.


Performance review (cont’d)

 

Looking for additional information?

The Fund is traded under the symbol “MHF” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available online under the symbol “XMHFX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.franklintempleton.com.

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

Thank you for your investment in the Western Asset Municipal High Income Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

 

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

May 31, 2024

RISKS: The Fund is a diversified closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Diversification does not assure against market loss. The Fund’s investments are subject to a number of risks, such as credit risk, inflation risk and interest rate risk. High yield bonds, known as “junk bonds,” involve greater credit and liquidity risks than investment grade bonds. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. Municipal securities purchased by the Fund may be adversely affected by changes in the financial condition of municipal issuers and insurers, regulatory and political developments, uncertainties and public perceptions, and other factors. The Fund may invest in securities of other investment companies. To the extent it does, Fund stockholders will indirectly pay a portion of the operating costs of such companies, in addition to the expenses that the Fund bears directly in connection with its own operation. Investing in securities issued by other investment companies, including exchange-traded funds (“ETFs”) that invest primarily in municipal securities, involves risks

 

Western Asset Municipal High Income Fund Inc.  

 

V


similar to those of investing directly in the securities in which those investment companies invest. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, armed conflicts, economic sanctions and countermeasures in response to sanctions, major cybersecurity events, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadviser.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

 

 

i 

Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

 

ii 

The Bloomberg Municipal Bond Index is a market value weighted index of investment grade municipal bonds with maturities of one year or more.

 

 

VI

   Western Asset Municipal High Income Fund Inc.


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of April 30, 2024 and October 31, 2023 and does not include derivatives, such as futures contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

1

 


Schedule of investments (unaudited)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  
Municipal Bonds — 97.0%                                

Alabama — 3.4%

                               

Black Belt Energy Gas District, AL, Gas Project Revenue Bonds, Series D-1, Refunding

    5.500     2/1/29     $ 200,000     $ 211,206 (a)(b) 

Jefferson County, AL, Sewer Revenue:

                               

Warrants, Series 2024, Refunding

    5.250     10/1/45       1,500,000       1,608,429  

Warrants, Series 2024, Refunding

    5.250     10/1/49       2,000,000       2,107,408  

Warrants, Series 2024, Refunding

    5.500     10/1/53       1,000,000       1,071,062  

Southeast Alabama Gas Supply District, Gas Supply Revenue, Project No 1, Series A, Refunding

    5.000     4/1/32       350,000       370,126  

Total Alabama

                            5,368,231  

Alaska — 0.8%

                               

Anchorage, AK, Port Revenue, Series A

    5.000     12/1/50       250,000       252,169 (c)  

Northern Tobacco Securitization Corp., AK, Tobacco Settlement Revenue:

                               

Asset Backed Senior Bonds, Class 1, Series A

    4.000     6/1/36       400,000       404,420  

Asset Backed Senior Bonds, Class 1, Series A, Refunding

    4.000     6/1/50       250,000       225,934  

Asset Backed Senior Bonds, Class 2, Series B-1

    4.000     6/1/50       375,000       375,678  

Total Alaska

                            1,258,201  

Arizona — 4.4%

                               

Arizona, AZ, IDA Revenue, Doral Academy Of Northern Nevada Project, Series A, Refunding

    4.000     7/15/51       500,000       382,037 (d) 

Chandler, AZ, IDA Revenue:

                               

Intel Corp. Project

    3.800     6/15/28       800,000       804,280 (a)(b) 

Intel Corp. Project

    4.100     6/15/28       250,000       249,662 (a)(b)(c) 

La Paz County, AZ, IDA Revenue, Charter School Solutions, Harmony Public School Project, Series A

    5.000     2/15/36       1,000,000       1,006,092 (d) 

Maricopa County, AZ, IDA Revenue, Legacy Traditional Schools Project, Series 2019, Refunding

    5.000     7/1/49       500,000       467,403 (d)  

Navajo Nation, AZ, Revenue, Series A, Refunding

    5.500     12/1/30       190,000       193,501 (d)  

Phoenix, AZ, IDA Revenue:

                               

Basis School Inc., Refunding

    5.000     7/1/35       1,000,000       1,003,183 (d) 

 

See Notes to Financial Statements.

 

 

2

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Arizona — continued

                               

Great Hearts Academies, Refunding

    5.000     7/1/41     $ 1,200,000     $ 1,148,150  

Salt Verde, AZ, Financial Corp., Natural Gas Revenue, Series 2007

    5.000     12/1/37       1,500,000       1,595,414  

Total Arizona

                            6,849,722  

California — 9.8%

                               

Alameda, CA, Corridor Transportation Authority Revenue:

                               

Convertible CAB, Series C, Refunding, AGM

    5.000     10/1/52       600,000       638,041  

Second Subordinated Lien, Series B, Refunding

    5.000     10/1/34       500,000       510,386  

Anaheim, CA, Public Financing Authority, Lease Revenue, Series A, Refunding

    5.000     5/1/46       2,000,000       2,000,000 (e) 

California State Community Choice Financing Authority Revenue, Clean Energy Project, Green Bonds, Series B-1

    5.000     8/1/29       500,000       524,331 (a)(b) 

California State Community Housing Agency, Essential Housing Revenue, Stoneridge Apartments, Series A

    4.000     2/1/56       500,000       393,143 (d) 

California State MFA Revenue, Senior Lien, LINXS APM Project, Series A

    5.000     12/31/43       700,000       688,590 (c)  

California State PCFA Water Furnishing Revenue, San Diego County Water Authority Desalination Project, Refunding

    5.000     7/1/39       700,000       723,156 (d)  

California State Public Finance Authority, Senior Living Revenue, Enso Village Project, Green Bond, Series A

    5.000     11/15/36       250,000       233,831  

Inland Valley, CA, Development Agency, Successor Agency Tax Allocation Revenue, Series A, Refunding

    5.000     9/1/44       500,000       502,451  

Mountain House Public Financing Authority, CA, Utility Systems Revenue, Green Bond, Series A, BAM

    4.000     12/1/45       750,000       745,562  

M-S-R Energy Authority, CA, Natural Gas Revenue:

                               

Series B

    6.500     11/1/39       1,000,000       1,248,528  

Series C

    7.000     11/1/34       2,000,000       2,460,285  

Series C

    6.500     11/1/39       2,000,000       2,497,056  

River Islands, CA, Public Financing Authority, Special Tax Revenue:

                               

Community Facilities District No 2003-1, Series A-1, Refunding, AGM

    5.250     9/1/52       300,000       323,011  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

3


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

California — continued

                               

Community Facilities District No 2023-1

    5.625     9/1/53     $ 530,000     $ 530,814  

San Francisco, CA, City & County Airport Commission, International Airport Revenue, Second Series A, Refunding

    5.000     5/1/47       1,000,000       1,007,355 (c)  

Tobacco Securitization Authority of Southern California Revenue, Asset Backed Refunding, San Diego County Tobacco Asset Securitization Corporation, Class 1, Series A

    5.000     6/1/48       200,000       206,373  

Total California

                            15,232,913  

Colorado — 0.9%

                               

Colorado State Health Facilities Authority Revenue, Commonspirit Health Initiatives, Series B-2

    5.000     8/1/26       250,000       254,837 (a)(b)  

Colorado State High Performance Transportation Enterprise Revenue, C-470 Express Lanes

    5.000     12/31/51       150,000       150,194  

North Range, CO, Metropolitan District No 2, GO, Series A, Refunding

    5.625     12/1/37       500,000       494,629  

Village Metropolitan District, CO, Limited & Special Revenue, Series 2020, Refunding and Improvements

    5.000     12/1/40       500,000       484,652  

Total Colorado

                            1,384,312  

Connecticut — 0.7%

                               

Connecticut State Special Tax Revenue, Transportation Infrastructure, Series A

    5.000     1/1/37       500,000       525,609  

Connecticut State, GO, Series A

    4.000     4/15/37       600,000       606,401  

Total Connecticut

                            1,132,010  

Florida — 7.6%

                               

Broward County, FL, Port Facilities Revenue:

                               

Senior Bonds, Series B

    4.000     9/1/49       2,500,000       2,240,698 (c)  

Series 2022

    5.500     9/1/52       1,000,000       1,061,688 (c)  

Florida State Development Finance Corp., Educational Facilities Revenue:

                               

Mater Academy Projects, Series A

    5.000     6/15/40       650,000       652,024  

Renaissance Charter School Inc. Projects, Series A

    6.000     6/15/35       250,000       252,754 (d)  

Renaissance Charter School Inc. Projects, Series A

    6.125     6/15/46       215,000       216,203 (d)  

Florida State Development Finance Corp., Revenue:

                               

Brightline Passenger Rail Project

    5.250     7/1/47       500,000       515,198 (c)(f)  

 

See Notes to Financial Statements.

 

 

4

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Florida — continued

                               

Brightline Passenger Rail Project

    5.500     7/1/53     $ 600,000     $ 622,167 (c)(f) 

Brightline Passenger Rail Project, AGM

    5.250     7/1/53       1,250,000       1,303,525 (c)(f) 

Florida State Mid-Bay Bridge Authority Revenue, Series A, Refunding

    5.000     10/1/28       500,000       504,936  

Fort Pierce, FL, Utilities Authority Revenue, Series A, Refunding, AGM

    4.000     10/1/52       150,000       137,341  

Miami-Dade County, FL, Aviation Revenue, Series A, Refunding

    5.000     10/1/49       650,000       656,971 (c)  

Miami-Dade County, FL, Seaport Revenue, Senior Bonds, Series A, Refunding

    5.250     10/1/52       750,000       786,284 (c)  

Orange County, FL, Health Facilities Authority Revenue, Orlando Health Inc., Series A

    5.000     10/1/53       250,000       260,002  

Palm Beach County, FL, Health Facilities Authority Hospital Revenue:

                               

Jupiter Medical Center Project, Series A

    5.000     11/1/39       350,000       354,148  

Jupiter Medical Center Project, Series A

    5.000     11/1/47       1,515,000       1,516,677  

Palm Beach County, FL, Health Facilities Authority Revenue:

                               

Toby & Leon Cooperman Sinai Residences of Boca Raton Expansion, Refunding

    4.000     6/1/41       100,000       85,607  

Toby & Leon Cooperman Sinai Residences of Boca Raton Expansion, Series A

    5.000     6/1/55       350,000       317,792  

Reunion, FL, East Community Development District, Special Assessment Bond, Series A-2

    7.375     5/1/33       285,000       3  *(g)(h)(i)  

Wildwood, FL, Village Community Development District No 15, Special Assessment Revenue

    5.000     5/1/43       350,000       355,945 (d)  

Total Florida

                            11,839,963  

Georgia — 1.0%

                               

Georgia State Municipal Electric Authority, Power Revenue:

                               

Plant Vogtle Units 3&4, Project M, Series A

    5.250     7/1/64       350,000       366,530  

Plant Vogtle Units 3&4, Project P, Series A

    5.500     7/1/64       250,000       259,888  

Plant Vogtle Units 3&4, Project P, Series A, Refunding

    5.000     1/1/56       250,000       250,809  

Project One, Subordinated, Series A, Refunding

    5.000     1/1/45       250,000       259,191  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

5


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Georgia — continued

                               

Main Street Natural Gas Inc., GA, Gas Project Revenue:

                               

Series A

    5.000     5/15/43     $ 150,000     $ 151,245  

Series C

    5.000     9/1/30       250,000       263,361 (a)(b) 

Total Georgia

                            1,551,024  

Illinois — 15.5%

                               

Chicago, IL, Board of Education, Dedicated Capital Improvement, Special Tax Revenue, Series 2018

    5.000     4/1/42       1,000,000       1,015,319  

Chicago, IL, Board of Education, GO:

                               

Dedicated, Series H

    5.000     12/1/46       1,000,000       982,690  

Series A

    5.000     12/1/39       1,250,000       1,276,717  

Series C, Refunding, AGM

    5.000     12/1/32       1,750,000       1,825,837  

Chicago, IL, GO:

                               

Chicago Works, Series A

    5.500     1/1/39       550,000       597,811  

Series A

    5.000     1/1/44       500,000       509,864  

Series A, Refunding

    5.000     1/1/28       500,000       522,405  

Series A, Refunding

    6.000     1/1/38       300,000       312,610  

Series C, Refunding

    5.000     1/1/25       500,000       503,142  

Chicago, IL, O’Hare International Airport Revenue:

                               

General Senior Lien, Series C, Refunding

    5.000     1/1/44       500,000       518,568 (c)  

Senior Lien, Series G

    5.000     1/1/42       500,000       506,031 (c)  

Series A, Refunding

    5.000     1/1/31       1,500,000       1,507,044 (c) 

Chicago, IL, Transit Authority, Sales Tax Receipts Revenue:

                               

Second Lien

    5.000     12/1/51       1,000,000       1,003,696  

Second Lien, Series A, Refunding

    5.000     12/1/45       500,000       512,417  

Chicago, IL, Wastewater Transmission Revenue:

                               

Second Lien, Series A, Refunding

    5.000     1/1/47       300,000       302,444  

Second Lien, Series B, Refunding

    5.000     1/1/38       500,000       513,044  

Chicago, IL, Waterworks Revenue, Second Lien, Series 2017-2, Refunding, AGM

    5.000     11/1/32       1,260,000       1,325,742  

Illinois State Sports Facilities Authority Revenue, Sport Facilities Project, Series 2019, Refunding, BAM

    5.000     6/15/29       250,000       266,028  

Illinois State University, Auxiliary Facilities System Revenue, Series A, Refunding, AGM

    5.000     4/1/28       100,000       105,557  

Illinois State, GO:

                               

Series 2016, Refunding

    5.000     2/1/29       300,000       310,414  

 

See Notes to Financial Statements.

 

 

6

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Illinois — continued

                               

Series A

    5.000     3/1/37     $ 1,250,000     $ 1,338,954  

Series A

    5.000     3/1/46       500,000       514,668  

Series A, Refunding

    5.000     10/1/29       1,100,000       1,166,155  

Series A, Refunding

    5.000     10/1/30       550,000       583,435  

Series B, Refunding

    5.000     9/1/27       400,000       417,094  

Series D

    5.000     11/1/27       1,150,000       1,203,232  

Metropolitan Pier & Exposition Authority, IL, Revenue:

                               

McCormick Place Expansion Project, Series A

    5.000     6/15/57       350,000       354,107  

McCormick Place Expansion Project, Series A, Refunding

    4.000     12/15/42       750,000       716,528  

McCormick Place Expansion Project, Series A, Refunding

    4.000     12/15/47       1,000,000       904,840  

McCormick Place Expansion Project, Series A, Refunding

    5.000     6/15/50       250,000       255,121  

McCormick Place Expansion Project, Series B, Refunding

    5.000     6/15/42       1,250,000       1,303,400  

Regional Transportation Authority, IL, GO, Series A, Refunding, NATL

    6.000     7/1/29       930,000       1,016,857  

Total Illinois

                            24,191,771  

Indiana — 2.3%

                               

Indiana State Finance Authority Revenue:

                               

BHI Senior Living Inc., Series A, Refunding

    4.000     11/15/41       500,000       444,742  

Marion General Hospital, Series A

    4.000     7/1/45       200,000       181,491  

Midwestern Disaster Relief, Ohio Valley Electric Corp. Project, Series A

    4.250     11/1/30       200,000       198,579  

Wastewater Utility, First Lien, CWA Authority Project, Series A, Refunding

    5.000     10/1/45       1,000,000       1,061,933 (f)  

Valparaiso, IN, Exempt Facilities Revenue:

                               

Pratt Paper LLC Project

    7.000     1/1/44       500,000       500,247 (c)  

Pratt Paper LLC Project

    5.000     1/1/54       1,100,000       1,115,910 (c)(f) 

Total Indiana

                            3,502,902  

Iowa — 1.1%

                               

Iowa State Finance Authority Revenue:

                               

Midwestern Disaster Area, Iowa Fertilizer Co. Project, Refunding

    5.000     12/1/42       750,000       778,569 (a)(b)  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

7


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Iowa — continued

                               

Midwestern Disaster Area, Iowa Fertilizer Co. Project, Refunding

    5.000     12/1/50     $ 700,000     $ 729,214  

Iowa State Tobacco Settlement Authority Revenue, Asset Backed Senior Bonds, Class 1, Series A-2, Refunding

    4.000     6/1/49       150,000       133,830  

Total Iowa

                            1,641,613  

Kentucky — 1.9%

                               

Kentucky State PEA, Gas Supply Revenue:

                               

Series A

    4.000     6/1/26       1,500,000       1,488,404 (a)(b) 

Series C

    4.000     6/1/25       1,400,000       1,399,787 (a)(b) 

Total Kentucky

                            2,888,191  

Louisiana — 1.1%

                               

Louisiana State PFA, Lease Revenue:

                               

Provident Group, Flagship Properties

    5.000     7/1/42       700,000       709,514  

Provident Group, Flagship Properties, Series A

    4.000     7/1/49       500,000       445,984  

St. John the Baptist Parish, LA, State Revenue:

                               

Marathon Oil Corp. Project, Series A-3, Refunding

    2.200     7/1/26       400,000       380,983 (a)(b) 

Marathon Oil Corp. Project, Series B-2, Refunding

    2.375     7/1/26       250,000       239,006 (a)(b) 

Total Louisiana

                            1,775,487  

Maryland — 0.6%

                               

Maryland State EDC Revenue:

                               

Morgan State University Project

    4.250     7/1/50       350,000       308,122  

Seagirt Marine Terminal Project, Series A

    5.000     6/1/44       400,000       408,387 (c)  

Maryland State Health & Higher EFA Revenue, Frederick Health System

    4.000     7/1/40       300,000       284,901  

Total Maryland

                            1,001,410  

Massachusetts — 0.7%

                               

Massachusetts State DFA Revenue:

                               

Boston Medical Center, Sustainability Bonds, Series G, Refunding

    5.250     7/1/52       500,000       525,957  

Northeastern University Issue, Refunding

    5.000     10/1/44       500,000       545,432  

Total Massachusetts

                            1,071,389  

Michigan — 1.2%

                               

Detroit, MI, Downtown Development Authority Revenue, Catalyst Development, Series A, Refunding, AGM

    5.000     7/1/48       250,000       243,468  

Detroit, MI, GO, Unlimited Tax, Series C

    6.000     5/1/43       700,000       776,326  

 

See Notes to Financial Statements.

 

 

8

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Michigan — continued

                               

Michigan State Finance Authority Revenue:

                               

Henry Ford Health System, Series A

    4.000     11/15/50     $ 400,000     $ 354,299  

The Henry Ford Health Detroit South Campus Central Utility Plant Project, Green Bonds, Series 2024

    4.375     2/28/54       250,000       239,376  

Tobacco Settlement Asset Backed Senior Bonds, Series B-1, Refunding

    5.000     6/1/49       55,000       56,141  

Michigan State Strategic Fund Limited Obligation Revenue, I-75 Improvement Project

    5.000     12/31/43       250,000       251,097 (c)  

Total Michigan

                            1,920,707  

Missouri — 1.8%

                               

Missouri State HEFA Revenue, Senior Living Facilities, Lutheran Senior Services Projects, Refunding

    5.000     2/1/44       750,000       735,188  

St. Louis County, MO, IDA, Senior Living Facilities Revenue, Friendship Village of Sunset Hills, Series A

    5.875     9/1/43       2,000,000       2,001,207  

Total Missouri

                            2,736,395  

Nebraska — 0.3%

                               

Omaha, NE, Public Power District, Electric System Revenue, Series B, Refunding

    4.000     2/1/46       500,000       479,059  

Nevada — 0.5%

                               

State of Nevada Department of Business & Industry Revenue:

                               

Charter School Lease Revenue, Somerset Academy, Series A

    5.000     12/15/35       300,000       300,954 (d)  

Charter School Lease Revenue, Somerset Academy, Series A

    5.125     12/15/45       500,000       481,935 (d)  

Total Nevada

                            782,889  

New Hampshire — 0.2%

                               

National Finance Authority, NH, Revenue, Presbyterian Senior Living Project, Series A

    5.250     7/1/48       350,000       354,845  

New Jersey — 6.5%

                               

Gloucester County, NJ, PCFA Revenue, Keystone Urban Renewal, Logan Generating, Series A, Refunding

    5.000     12/1/24       105,000       104,978 (c)(e)(j) 

New Jersey State EDA Revenue:

                               

Private Activity-The Goethals Bridge Replacement Project

    5.375     1/1/43       1,500,000       1,500,525 (c) 

Special Facility, Port Newark Container Terminal LLC Project, Refunding

    5.000     10/1/37       650,000       665,731 (c)  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

9


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

New Jersey — continued

                               

New Jersey State Higher Education, Student Assistance Authority Revenue, Subordinated, Series B-1

    5.000     12/1/44     $ 640,000     $ 600,651 (c)  

New Jersey State Transportation Trust Fund Authority Revenue:

                               

Transportation Program, Series AA

    5.250     6/15/32       4,720,000       4,800,134  

Transportation Program, Series BB

    5.000     6/15/44       1,000,000       1,027,261  

New Jersey State, GO, COVID-19 Emergency, Series A

    5.000     6/1/28       1,250,000       1,339,717  

Tobacco Settlement Financing Corp., NJ, Revenue, Series A, Refunding

    5.250     6/1/46       150,000       155,333  

Total New Jersey

                            10,194,330  

New Mexico — 0.2%

                               

Santa Fe, NM, Retirement Facilities Revenue, EL Castillo Retirement Residences Project, Series A

    5.000     5/15/49       250,000       221,945  

New York — 10.4%

                               

Brookhaven, NY, Local Development Corp., Long Island Community Hospital Project, Series A, Refunding

    5.000     10/1/34       735,000       795,694  

Build NYC Resource Corp., NY, Revenue, East Harlem Scholars Academy Charter School Project

    5.750     6/1/62       300,000       303,816 (d)  

MTA, NY, Transportation Revenue:

                               

Green Bonds, Series E, Refunding

    5.000     11/15/30       250,000       277,149  

Green Bonds, Series E, Refunding

    4.000     11/15/45       250,000       232,675  

Series A-2

    5.000     5/15/30       400,000       428,848 (a)(b)  

New York City, NY, GO, Subseries A-1

    4.000     8/1/40       750,000       744,716  

New York City, NY, Industrial Development Agency Revenue, Yankee Stadium Project, Refunding

    4.000     3/1/45       300,000       271,837  

New York City, NY, TFA, Future Tax Secured Revenue, Subordinated, Series F, Subseries F-1

    5.000     2/1/47       2,250,000       2,390,398  

New York State Dormitory Authority Revenue, Non-State Supported Debt, Memorial Sloan- Kettering Cancer Center, Series B-1

    4.000     7/1/51       500,000       473,324  

New York State Liberty Development Corp., Liberty Revenue, 7 World Trade Center Project, Class 3, Refunding

    3.500     9/15/52       700,000       543,744  

New York State Liberty Development Corp., Revenue, 3 World Trade Center Project, Class 1, Refunding

    5.000     11/15/44       1,205,000       1,194,288 (d) 

 

See Notes to Financial Statements.

 

 

10

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

New York — continued

                               

New York State Thruway Authority General Revenue, Junior Indebtedness Obligations, Junior Lien, Series B

    4.000     1/1/45     $ 750,000     $ 714,174  

New York State Transportation Development Corp., Special Facilities Revenue:

                               

Delta Air Lines Inc., LaGuardia Airport Terminals C and D Redevelopment Project

    5.000     1/1/33       750,000       772,198 (c)  

Delta Air Lines Inc., LaGuardia Airport Terminals C and D Redevelopment Project, Series 2020

    4.375     10/1/45       250,000       241,719 (c)  

Delta Air Lines Inc., LaGuardia Airport Terminals C and D Redevelopment Project, Series 2023

    6.000     4/1/35       400,000       453,560 (c)  

Delta Air Lines Inc., LaGuardia Airport Terminals C and D Redevelopment Project, Series 2023

    5.625     4/1/40       300,000       326,220 (c)  

John F. Kennedy International Airport New Terminal One Project, Green Bonds

    5.375     6/30/60       3,250,000       3,395,441 (c)  

John F. Kennedy International Airport Terminal 4 Project, Series C, Refunding

    4.000     12/1/42       500,000       480,806  

LaGuardia Airport Terminal B Redevelopment Project, Series A

    5.000     7/1/41       300,000       295,284 (c)  

LaGuardia Airport Terminal B Redevelopment Project, Series A

    5.000     7/1/46       500,000       487,668 (c)  

Port Authority of New York & New Jersey Revenue, Consolidated Series 221

    4.000     7/15/45       1,000,000       933,915 (c)(k)  

Troy Capital Resource Corp., NY, Revenue, Rensselaer Polytechnic Institute Project, Series A, Refunding

    4.000     9/1/40       500,000       475,687  

Total New York

                            16,233,161  

North Carolina — 0.3%

                               

North Carolina State Turnpike Authority, Monroe Expressway Toll Revenue, Series A, Refunding

    5.000     7/1/47       500,000       502,879  

North Dakota — 0.3%

                               

Grand Forks, ND, Health Care System Revenue, Altru Health System, Refunding, AGM

    3.000     12/1/46       600,000       457,037  

Ohio — 1.1%

                               

Buckeye, OH, Tobacco Settlement Financing Authority Revenue, Senior Bonds, Series B-2, Refunding

    5.000     6/1/55       800,000       725,297  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

11


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Ohio — continued

                               

Ohio State Air Quality Development Authority Revenue, American Electric Co. Project, Series B, Refunding

    2.500     10/1/29     $ 350,000     $ 304,936 (a)(b)(c) 

Ohio State Private Activity Revenue, Portsmouth Bypass Project

    5.000     6/30/53       700,000       695,082 (c)  

Total Ohio

                            1,725,315  

Oklahoma — 0.3%

                               

Tulsa County, OK, Industrial Authority, Senior Living Community Revenue, Montereau Inc. Project, Refunding

    5.250     11/15/37       500,000       502,388  

Oregon — 0.3%

                               

Clackamas County, OR, Hospital Facility Authority Revenue, Senior Living, Willamette View Project, Refunding

    5.000     11/15/37       500,000       492,265  

Pennsylvania — 5.9%

                               

Allegheny County, PA, HDA Revenue, University Pittsburgh Medical Center, Series A, Refunding

    4.000     7/15/39       350,000       344,904  

Cumberland County, PA, Municipal Authority Revenue:

                               

Diakon Lutheran Social Ministries 2015, Refunding

    5.000     1/1/28       45,000       45,320 (e)  

Diakon Lutheran Social Ministries 2015, Refunding

    5.000     1/1/28       105,000       105,746 (e)  

Diakon Lutheran Social Ministries 2015, Refunding

    5.000     1/1/28       200,000       200,778  

Lancaster County, PA, IDA Revenue, Willow Valley Communities Project

    5.000     12/1/49       500,000       483,040  

Lancaster County, PA, Convention Center Authority Revenue, Hotel Room Rental Tax, Series B, Refunding, County GTD

    4.750     5/1/57       500,000       481,271  

Pennsylvania State Economic Development Financing Authority Revenue:

                               

Tax-Exempt Private Activity, The Penndot Major Bridges Package One Project

    5.000     12/31/32       565,000       618,555 (c)  

Tax-Exempt Private Activity, The Penndot Major Bridges Package One Project

    5.250     6/30/53       2,600,000       2,699,799 (c) 

Pennsylvania State Turnpike Commission Revenue, Subordinated, Series B, Refunding

    5.000     6/1/39       3,170,000       3,225,216  

 

See Notes to Financial Statements.

 

 

12

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Pennsylvania — continued

                               

Philadelphia, PA, Authority for IDR:

                               

Charter School Revenue, A String Theory Charter School Project, Refunding

    5.000     6/15/40     $ 400,000     $ 396,484  

City Service Agreement Revenue, Rebuild Project

    5.000     5/1/38       500,000       524,123  

Total Pennsylvania

                            9,125,236  

Puerto Rico — 4.1%

                               

Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue:

                               

CAB, Restructured, Series A-1

    0.000     7/1/27       240,000       212,722  

CAB, Restructured, Series A-1

    0.000     7/1/46       1,220,000       382,562  

Restructured, Series A-1

    4.550     7/1/40       50,000       50,072  

Restructured, Series A-1

    4.750     7/1/53       3,020,000       2,954,937  

Restructured, Series A-1

    5.000     7/1/58       880,000       880,104  

Restructured, Series A-2

    4.329     7/1/40       530,000       519,046  

Restructured, Series A-2A

    4.550     7/1/40       1,380,000       1,381,997  

Total Puerto Rico

                            6,381,440  

South Carolina — 0.3%

                               

South Carolina State Jobs-EDA Hospital Facilities Revenue, Bon Secours Mercy Health Inc., Series A, Refunding

    4.000     12/1/44       400,000       381,144  

Tennessee — 0.8%

                               

Clarksville, TN, Water, Sewer & Gas Revenue, Series A

    4.000     2/1/51       500,000       477,611  

Metropolitan Government of Nashville & Davidson County, TN, Sports Authority Revenue, Series A, AGM

    5.250     7/1/53       350,000       373,977  

Tennessee State Energy Acquisition Corp., Natural Gas Revenue, Series 2018

    4.000     11/1/25       400,000       399,988 (a)(b) 

Total Tennessee

                            1,251,576  

Texas — 5.0%

                               

Arlington, TX, Higher Education Finance Corp., Education Revenue, Uplift Education, Series A

    5.000     12/1/46       200,000       193,474  

Arlington, TX, Special Tax Revenue, Subordinated Lien, Series C, BAM

    5.000     2/15/41       500,000       501,890  

Austin, TX, Airport System Revenue:

                               

Series 2022

    5.000     11/15/52       300,000       308,760 (c)  

Series B

    5.000     11/15/39       600,000       624,134 (c)  

Central Texas Regional Mobility Authority Revenue, Senior Lien, Series B

    4.000     1/1/51       500,000       466,348  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

13


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Texas — continued

                               

Gulf Coast, TX, IDA, Solid Waste Disposal Revenue, Citgo Petroleum Corp. Project

    4.875     5/1/25     $ 1,000,000     $ 999,924 (c) 

Love Field, TX, Airport Modernization Corp., General Airport Revenue:

                               

Series 2017

    5.000     11/1/33       20,000       20,494 (c)  

Series 2017

    5.000     11/1/36       20,000       20,401 (c)  

New Hope Cultural Education Facilities Finance Corp., TX, Retirement Facility Revenue:

                               

Westminster Manor Project

    4.000     11/1/49       400,000       343,742  

Westminster Manor Project, Refunding

    5.000     11/1/40       1,000,000       999,968  

Newark, TX, Higher Education Finance Corp., Education Revenue, TLC Academy, Series A

    4.000     8/15/56       350,000       262,595  

Tarrant County, TX, Cultural Education Facilities Finance Corp., Retirement Facility Revenue, Buckner Retirement Services Inc. Project, Refunding

    5.000     11/15/37       700,000       700,013  

Texas State, Municipal Gas Acquisition & Supply Corp. I, Gas Supply Revenue, Senior Lien, Series D

    6.250     12/15/26       430,000       443,584  

Texas State Private Activity Bond Surface Transportation Corp. Revenue:

                               

NTE Mobility Partners Segments 3 LLC, Senior Lien, Refunding

    5.500     6/30/41       300,000       319,306 (c)  

Senior Lien, Blueridge Transportation Group LLC

    5.000     12/31/40       1,000,000       1,001,367 (c) 

Senior Lien, Blueridge Transportation Group LLC

    5.000     12/31/50       500,000       500,745 (c)  

Willacy County, TX, Jail Public Facilities Corp. Project Revenue

    7.500     11/1/25       160,000       151,586  

Total Texas

                            7,858,331  

Utah — 1.4%

                               

Salt Lake City, UT, Airport Revenue, Salt Lake City International Airport, Series A

    5.250     7/1/53       1,000,000       1,050,198 (c) 

Utah State Charter School Finance Authority, Charter School Revenue:

                               

Summit Academy Inc., Series A, Refunding, UT CSCE

    5.000     4/15/39       350,000       364,169  

Syracuse Arts Academy Project, UT CSCE

    5.000     4/15/42       250,000       252,111  

Utah State Infrastructure Agency, Telecommunications Revenue, Series A

    5.250     10/15/33       550,000       564,783  

Total Utah

                            2,231,261  

 

See Notes to Financial Statements.

 

 

14

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

Virginia — 1.5%

                               

Virginia State Port Authority, Port Facilities Revenue:

                               

Series B, Refunding

    5.000     7/1/41     $ 250,000     $ 251,217 (c)  

Series B, Refunding

    5.000     7/1/45       300,000       300,502 (c)  

Virginia State Small Business Financing Authority Revenue:

                               

National Senior Campuses, Inc., Series A, Refunding

    5.000     1/1/34       200,000       209,898  

Senior Lien, 95 Express Lanes LLC Project, Refunding

    5.000     1/1/37       1,000,000       1,051,882 (c)  

Senior Lien, I-495 HOT Lanes Project, Refunding

    5.000     12/31/47       500,000       506,852 (c)  

Total Virginia

                            2,320,351  

Washington — 0.9%

                               

Port of Seattle, WA, Intermediate Lien Revenue, Series 2022, Refunding

    5.000     8/1/41       500,000       524,606 (c)  

Washington State Health Care Facilities Authority Revenue:

                               

Commonspirit Health, Series A-1, Refunding

    4.000     8/1/44       535,000       502,802  

Seattle Cancer Care Alliance

    4.000     12/1/40       370,000       352,118  

Total Washington

                            1,379,526  

Wisconsin — 1.9%

                               

Public Finance Authority, WI, Revenue:

                               

Celanese Project, Series B, Refunding

    5.000     12/1/25       550,000       555,676 (c)  

Cone Health, Series A

    5.000     10/1/52       300,000       314,233  

The Carmelite System Inc. Obligated Group, Refunding

    5.000     1/1/45       100,000       96,863  

Public Finance Authority, WI, Student Housing Revenue:

                               

Appalachian State University Project, Series A, AGM

    4.000     7/1/45       600,000       546,963  

CHF Wilmington LLC, University of North Carolina at Wilmington Project, AGM

    5.000     7/1/53       1,000,000       1,012,074  

University of Hawai’i Foundation Project, Green Bonds, Series A-1

    4.000     7/1/51       280,000       228,584 (d)  

Wisconsin State HEFA Revenue, Bellin Memorial Hospital Inc., Series A

    5.500     12/1/52       250,000       268,835  

Total Wisconsin

                            3,023,228  

Total Municipal Bonds (Cost — $151,774,245)

                            151,244,447  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

15


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  
Municipal Bonds Deposited in Tender Option Bond Trusts (l) — 3.3%

 

New York — 3.3%

                               

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     $ 1,440,000     $ 1,561,049  

New York State Dormitory Authority, State Personal Income Tax Revenue, Series A

    4.000     3/15/45       1,740,000       1,686,821  

New York State Urban Development Corp. Revenue, State Sales Tax, Series A

    5.000     3/15/47       1,800,000       1,937,924  

Total Municipal Bonds Deposited in Tender Option Bond Trusts (Cost — $5,081,793)

 

            5,185,794  

Total Investments before Short-Term Investments (Cost — $156,856,038)

 

    156,430,241  
Short-Term Investments — 3.4%                                
Municipal Bonds — 3.4%                                

Florida — 0.6%

                               

Gainesville, FL, IDR, Gainesville Hillel Inc., Series 2003, LOC - TD Bank N.A.

    3.800     5/1/33       900,000       900,000 (m)(n)  

Massachusetts — 0.1%

                               

Massachusetts State HEFA Revenue, Partners Healthcare System Inc., Series P-2, SPA - JPMorgan Chase & Co.

    3.680     7/1/27       100,000       100,000 (m)(n)  

Missouri — 0.3%

                               

Missouri State HEFA Revenue, BJC Health System, Series C, Refunding, LIQ - BJC Health System

    3.750     5/15/38       500,000       500,000 (m)(n)  

New Mexico — 1.9%

                               

New Mexico State Hospital Equipment Loan Council, Hospital System Revenue, Presbyterian Health Care Services, Series B, Refunding, SPA - JPMorgan Chase & Co.

    3.700     8/1/34       3,000,000       3,000,000 (m)(n) 

New York — 0.4%

                               

New York City, NY, HDC, MFH Revenue, Series I-3, SPA - TD Bank N.A.

    3.780     11/1/60       100,000       100,000 (m)(n)  

New York City, NY, Municipal Water Finance Authority, Water & Sewer System Revenue:

                               

Second General Resolution Fiscal 2011, Series DD-1, Refunding, SPA - TD Bank N.A.

    3.750     6/15/43       400,000       400,000 (m)(n)  

 

See Notes to Financial Statements.

 

 

16

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount
    Value  

New York — continued

                               

Second General Resolution Fiscal 2014, Series AA-1, Refunding, SPA - JPMorgan Chase & Co.

    3.800     6/15/50     $ 100,000     $ 100,000 (m)(n) 

Second General Resolution Fiscal 2014, Series AA-3, Refunding, SPA - TD Bank N.A.

    3.750     6/15/49       100,000       100,000 (m)(n)  

Total New York

                            700,000  

Oregon — 0.1%

                               

Oregon State Facilities Authority Revenue, Peacehealth, Series B, Refunding, LOC - TD Bank N.A.

    3.750     8/1/34       100,000       100,000 (m)(n)  

Total Municipal Bonds (Cost — $5,300,000)

 

            5,300,000  
                   Shares         
Money Market Funds — 0.0%††                                

Western Asset Premier Institutional Government Reserves, Premium Shares (Cost — $17,392)

    5.265             17,392       17,392 (o)(p)  

Total Short-Term Investments (Cost — $5,317,392)

 

                    5,317,392  

Total Investments — 103.7% (Cost — $162,173,430)

 

                    161,747,633  

TOB Floating Rate Notes — (1.8)%

                            (2,730,000

Other Liabilities in Excess of Other Assets — (1.9)%

                            (3,052,000

Total Net Assets — 100.0%

 

                  $ 155,965,633  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

17


Schedule of investments (unaudited) (cont’d)

April 30, 2024

 

Western Asset Municipal High Income Fund Inc.

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

Maturity date shown represents the mandatory tender date.

 

(b) 

Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

 

(c) 

Income from this issue is considered a preference item for purposes of calculating the alternative minimum tax (“AMT”).

 

(d) 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.

 

(e) 

Pre-Refunded bonds are generally escrowed with U.S. government obligations and/or U.S. government agency securities.

 

(f) 

Securities traded on a when-issued or delayed delivery basis.

 

(g) 

The coupon payment on this security is currently in default as of April 30, 2024.

 

(h) 

Security is fair valued in accordance with procedures approved by the Board of Directors (Note 1).

 

(i) 

Security is valued using significant unobservable inputs (Note 1).

 

(j) 

Bonds are generally escrowed to maturity by government securities and/or U.S. government agency securities.

 

(k) 

All or a portion of this security is held at the broker as collateral for open futures contracts.

 

(l) 

Represents securities deposited into a special purpose entity, referred to as a Tender Option Bond (“TOB”) trust (Note 1).

 

(m) 

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.

 

(n) 

Maturity date shown is the final maturity date. The security may be sold back to the issuer before final maturity.

 

(o) 

Rate shown is one-day yield as of the end of the reporting period.

 

(p) 

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At April 30, 2024, the total market value of investments in Affiliated Companies was $17,392 and the cost was $17,392 (Note 7).

 

See Notes to Financial Statements.

 

 

18

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

 

Western Asset Municipal High Income Fund Inc.

 

Abbreviation(s) used in this schedule:

AGM   — Assured Guaranty Municipal Corporation — Insured Bonds
BAM   — Build America Mutual — Insured Bonds
CAB   — Capital Appreciation Bonds
CSCE   — Charter School Credit Enhancement
CWA   — Clean Water Act
DFA   — Development Finance Agency
EDA   — Economic Development Authority
EDC   — Economic Development Corporation
EFA   — Educational Facilities Authority
GO   — General Obligation
GTD   — Guaranteed
HDA   — Housing Development Authority
HDC   — Housing Development Corporation
HEFA   — Health & Educational Facilities Authority
IDA   — Industrial Development Authority
IDR   — Industrial Development Revenue
LIQ   — Liquidity Facility
LOC   — Letter of Credit
MFA   — Municipal Finance Authority
MFH   — Multi-Family Housing
MTA   — Metropolitan Transportation Authority
NATL   — National Public Finance Guarantee Corporation — Insured Bonds
PCFA   — Pollution Control Financing Authority
PEA   — Public Energy Authority
PFA   — Public Facilities Authority
SPA   — Standby Bond Purchase Agreement — Insured Bonds
TFA   — Transitional Finance Authority

At April 30, 2024, the Fund had the following open futures contracts:

 

     Number of
Contracts
    Expiration
Date
    Notional
Amount
    Market
Value
    Unrealized
Depreciation
 
Contracts to Buy:                                        
U.S. Treasury Ultra Long-Term Bonds     39       6/24     $ 4,939,408     $ 4,662,938     $ (276,470)  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

19


Statement of assets and liabilities (unaudited)

April 30, 2024

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $162,156,038)

   $ 161,730,241  

Investments in affiliated securities, at value (Cost — $17,392)

     17,392  

Interest receivable

     2,462,321  

Dividends receivable from affiliated investments

     187  

Deposits with brokers for open futures contracts

     103  

Prepaid expenses

     8,649  

Total Assets

     164,218,893  
Liabilities:         

Payable for securities purchased

     4,577,205  

TOB Floating Rate Notes (Note 1)

     2,730,000  

Distributions payable

     736,142  

Investment management fee payable

     70,757  

Payable to brokers — net variation margin on open futures contracts

     40,219  

Interest expense payable

     24,879  

Directors’ fees payable

     2,658  

Accrued expenses

     71,400  

Total Liabilities

     8,253,260  
Total Net Assets    $ 155,965,633  
Net Assets:         

Par value ($0.01 par value; 21,651,223 shares issued and outstanding; 500,000,000 shares authorized)

   $ 216,512  

Paid-in capital in excess of par value

     163,604,428  

Total distributable earnings (loss)

     (7,855,307)  
Total Net Assets    $ 155,965,633  
Shares Outstanding      21,651,223  
Net Asset Value      $7.20  

 

See Notes to Financial Statements.

 

 

20

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


Statement of operations (unaudited)

For the Six Months Ended April 30, 2024

 

Investment Income:         

Interest

   $ 3,419,868  

Dividends from affiliated investments

     1,482  

Total Investment Income

     3,421,350  
Expenses:         

Investment management fee (Note 2)

     430,103  

Interest expense (Note 1)

     56,339  

Directors’ fees

     25,621  

Audit and tax fees

     22,909  

Transfer agent fees

     18,977  

Legal fees

     18,178  

Fund accounting fees

     11,641  

Shareholder reports

     7,745  

Stock exchange listing fees

     6,205  

Insurance

     570  

Custody fees

     360  

Miscellaneous expenses

     2,973  

Total Expenses

     601,621  

Less: Fee waivers and/or expense reimbursements (Note 2)

     (24)  

Net Expenses

     601,597  
Net Investment Income      2,819,753  
Realized and Unrealized Gain (Loss) on Investments and Futures Contracts (Notes 1, 3 and 4):

 

Net Realized Gain From:

        

Investment transactions in unaffiliated securities

     394,767  

Futures contracts

     897  

Net Realized Gain

     395,664  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments in unaffiliated securities

     10,157,945  

Futures contracts

     (276,470)  

Change in Net Unrealized Appreciation (Depreciation)

     9,881,475  
Net Gain on Investments and Futures Contracts      10,277,139  
Increase in Net Assets From Operations    $ 13,096,892  

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

21

 


Statements of changes in net assets

 

 

For the Six Months Ended April 30, 2024 (unaudited)
and the Year Ended October 31, 2023
   2024      2023  
Operations:                  

Net investment income

   $ 2,819,753      $ 5,550,617  

Net realized gain (loss)

     395,664        (939,961)  

Change in net unrealized appreciation (depreciation)

     9,881,475        (628,058)  

Increase in Net Assets From Operations

     13,096,892        3,982,598  
Distributions to Shareholders From (Note 1):                  

Total distributable earnings

     (3,351,609)        (5,187,633)  

Decrease in Net Assets From Distributions to Shareholders

     (3,351,609)        (5,187,633)  

Increase (Decrease) in Net Assets

     9,745,283        (1,205,035)  
Net Assets:                  

Beginning of period

     146,220,350        147,425,385  

End of period

   $ 155,965,633      $ 146,220,350  

 

See Notes to Financial Statements.

 

 

22

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


Financial highlights

 

 For a share of capital stock outstanding throughout each year ended October 31,
 unless otherwise noted:
 
     20241,2     20231     20221     20211     20201     20191  
Net asset value, beginning of period     $6.75       $6.81       $8.01       $7.86       $8.04       $7.66  
Income (loss) from operations:            

Net investment income

    0.13       0.26       0.26       0.26       0.27       0.30  

Net realized and unrealized gain (loss)

    0.47       (0.08)       (1.22)       0.15       (0.16)       0.39  

Total income (loss) from operations

    0.60       0.18       (0.96)       0.41       0.11       0.69  
Less distributions from:            

Net investment income

    (0.15) 3      (0.24)       (0.24)       (0.26)       (0.29)       (0.31)  

Total distributions

    (0.15)       (0.24)       (0.24)       (0.26)       (0.29)       (0.31)  
Net asset value, end of period     $7.20       $6.75       $6.81       $8.01       $7.86       $8.04  
Market price, end of period     $6.79       $6.01       $6.26       $8.44       $7.19       $7.64  

Total return, based on NAV4,5

    8.96     2.52     (12.20)     5.25     1.43     9.12

Total return, based on Market Price6

    15.65     (0.37)     (23.25)     21.33     (2.15)     15.20
Net assets, end of period (millions)     $156       $146       $147       $173       $170       $174  
Ratios to average net assets:            

Gross expenses

    0.77 %7      0.75     0.72     0.71     0.71     0.68

Net expenses

    0.77 7,8,9      0.75 8,9      0.72 8,9       0.71 8,9      0.71 8       0.68  

Net investment income

    3.61 7       3.60       3.42       3.16       3.43       3.86  
Portfolio turnover rate     9     14     25     14     27     16

 

1 

Per share amounts have been calculated using the average shares method.

 

2 

For the six months ended April 30, 2024 (unaudited).

 

3 

The actual source of the Fund’s current fiscal year distributions may be from net investment income, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year.

 

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. Total returns for periods of less than one year are not annualized.

 

5 

The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

 

6 

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. Total returns for periods of less than one year are not annualized.

 

7 

Annualized.

 

8 

Reflects fee waivers and/or expense reimbursements.

 

9 

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.

 

See Notes to Financial Statements.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

23

 


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

Western Asset Municipal High Income Fund Inc. (the “Fund”) was incorporated in Maryland and is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund seeks high current income exempt from federal income taxes. The Fund seeks to achieve its investment objective by investing primarily in intermediate and long-term municipal debt securities issued by state and local governments. However, the Fund may invest in municipal obligations of any maturity. The Fund may invest up to 100% of its assets in municipal obligations rated below investment grade (commonly referred to as “junk bonds”). Investment grade securities are those rated in the Baa/BBB categories or above by at least one National Recognized Statistical Rating Organization that provides such a rating or unrated securities that the subadviser determined to be of comparable credit quality. For credit ratings purposes, pre-refunded bonds are deemed to be unrated. The subadviser determines the credit quality of pre-refunded bonds based on the quality of the escrowed collateral and such other factors as the subadviser deems appropriate.

The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net

 

 

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    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

Pursuant to policies adopted by the Board of Directors, the Fund’s manager has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s manager is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Fund’s manager and the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

25

 


Notes to financial statements (unaudited) (cont’d)

 

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 — unadjusted quoted prices in active markets for identical investments

 

 

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Long-Term Investments†:                                

Municipal Bonds

        $ 151,244,444     $ 3     $ 151,244,447  

Municipal Bonds Deposited in Tender Option Bond Trusts

          5,185,794             5,185,794  
Total Long-Term Investments           156,430,238       3       156,430,241  
Short-Term Investments†:                                

Municipal Bonds

          5,300,000             5,300,000  

Money Market Funds

  $ 17,392                   17,392  
Total Short-Term Investments     17,392       5,300,000             5,317,392  
Total Investments   $ 17,392     $ 161,730,238     $ 3     $ 161,747,633  

 

LIABILITIES

 
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Other Financial Instruments:                                

Futures Contracts††

  $ 276,470                 $ 276,470  

 

See Schedule of Investments for additional detailed categorizations.

 

††

Reflects the unrealized appreciation (depreciation) of the instruments.

(b) Tender option bonds. The Fund may enter into tender option bond (“TOB”) transactions and may invest in inverse floating rate instruments (“Inverse Floaters”) issued in TOB transactions. The Fund may participate either in structuring an Inverse Floater or purchasing an Inverse Floater in the secondary market. When structuring an Inverse Floater, the Fund deposits securities (typically municipal bonds or other municipal securities) (the “Underlying Bonds”) into a special purpose entity, referred to as a TOB trust. The TOB trust generally

 

 

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    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

issues floating rate notes (“Floaters”) to third parties and residual interest, Inverse Floaters, to the Fund. The Floaters issued by the TOB trust have interest rates which reset weekly and provide the holders of the Floaters the option to tender their notes back to the TOB trust for redemption at par at each reset date. The net proceeds of the sale of the Floaters, after expenses, are received by the Fund and may be invested in additional securities. The Inverse Floaters are inverse floating rate debt instruments, as the return on those bonds is inversely related to changes in a specified interest rate. Distributions on any Inverse Floaters paid to the Fund will be reduced or, in the extreme, eliminated as short-term interest rates rise and will increase when such interest rates fall. Floaters issued by a TOB trust may be senior to the Inverse Floaters held by the Fund. The value and market for Inverse Floaters can be volatile, and Inverse Floaters can have limited liquidity.

An investment in an Inverse Floater structured by the Fund is accounted for as a secured borrowing. The Underlying Bonds deposited into the TOB trust are included in the Fund’s Schedule of Investments and a liability for Floaters (TOB floating rate notes) issued by the TOB trust is recognized in the Fund’s Statement of Assets and Liabilities. The carrying amount of the TOB trust’s floating rate note obligations as reported on the Statement of Assets and Liabilities approximates its fair value. Interest income, including amortization, on the Underlying Bonds is recognized in the Fund’s Statements of Operations. Interest paid to holders of the Floaters, as well as other expenses related to administration, liquidity, remarketing and trustee services of the TOB trust, are recognized in Interest expense in the Fund’s Statement of Operations. For the six months ended April 30, 2024, the average daily amount of floating rate notes outstanding was $2,730,000 and weighted average interest rate was 4.06%.

(c) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the Fund is required to deposit cash or securities with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized appreciation or depreciation in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

(d) Securities traded on a when-issued and delayed delivery basis. The Fund may trade securities on a when-issued or delayed delivery basis. In when-issued and delayed delivery transactions, the securities are purchased or sold by the Fund with payment and

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

27

 


Notes to financial statements (unaudited) (cont’d)

 

delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction.

Purchasing such securities involves risk of loss if the value of the securities declines prior to settlement. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

(e) Credit and market risk. The Fund invests in high-yield instruments that are subject to certain credit and market risks. The yields of high-yield obligations reflect, among other things, perceived credit and market risks. The Fund’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.

(f) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s subadviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.

The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that govern over-the-counter (“OTC”) derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or net asset value per share over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

 

 

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    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for OTC traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

As of April 30, 2024, the Fund did not have any open OTC derivative transactions with credit related contingent features in a net liability position.

(g) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities) is recorded on the accrual basis. Amortization of premiums and accretion of discounts on debt securities are recorded to interest income over the lives of the respective securities, except for premiums on certain callable debt securities, which are amortized to the earliest call date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(h) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. The actual source of the Fund’s monthly distributions may be from net investment income, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year. The Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from federal and certain state income taxes, to retain such tax-exempt status when distributed to the shareholders of the Fund. Distributions of net realized gains, if any, are taxable and are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(i) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

(j) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

29

 


Notes to financial statements (unaudited) (cont’d)

 

its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of October 31, 2023, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

(k) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.

2. Investment management agreement and other transactions with affiliates

Franklin Templeton Fund Adviser, LLC (“FTFA”) is the Fund’s investment manager and Western Asset Management Company, LLC (“Western Asset”) is the Fund’s subadviser. FTFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

FTFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.55% of the Fund’s average daily net assets.

FTFA delegates to Western Asset the day-to-day portfolio management of the Fund. For its services, FTFA pays Western Asset monthly 70% of the net management fee it receives from the Fund.

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.

During the six months ended April 30, 2024, fees waived and/or expenses reimbursed amounted to $24, all of which was an affiliated money market fund waiver.

All officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund.

The Fund is permitted to purchase or sell short-term variable rate demand obligations from or to certain other affiliated funds or portfolios under specified conditions outlined in procedures adopted by the Board of Directors. The procedures have been designed to provide assurance that any purchase or sale of securities by the Fund from or to another fund or portfolio that is, or could be considered, an affiliate by virtue of having a common investment manager or subadviser (or affiliated investment manager or subadviser), common Directors and/or common officers complies with Rule 17a-7 under the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. For the six months ended April 30, 2024, such purchase and sale transactions (excluding accrued interest) were $5,305,000 and $4,600,000, respectively.

 

 

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    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

3. Investments

During the six months ended April 30, 2024, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases      $ 14,048,073  
Sales        15,731,310  

At April 30, 2024, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

      Cost*      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Depreciation
 
Securities    $ 159,443,430      $ 3,482,213      $ (3,908,010)      $ (425,797)  
Futures contracts                    (276,470)        (276,470)  

 

*

Cost of investments for federal income tax purposes includes the value of Inverse Floaters issued in TOB transactions (Note 1).

4. Derivative instruments and hedging activities

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at April 30, 2024.

 

LIABILITY DERIVATIVES1  
      Interest
Rate Risk
 
Futures contracts2    $ 276,470  

 

1 

Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for liability derivatives is payables/net unrealized depreciation.

 

2 

Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only net variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities.

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the six months ended April 30, 2024. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in net unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
 
Futures contracts    $ 897  

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

31

 


Notes to financial statements (unaudited) (cont’d)

 

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
     

Interest

Rate Risk

 
Futures contracts    $ (276,470)  

During the six months ended April 30, 2024, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Futures contracts (to buy)      $ 2,429,763  

5. Distributions subsequent to April 30, 2024

The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report:

 

Record Date      Payable Date      Amount            
4/23/2024      5/1/2024      $0.0340       
5/23/2024      6/3/2024      $0.0340       
6/21/2024      7/1/2024      $0.0340       
7/24/2024      8/1/2024      $0.0340       
8/23/2024      9/3/2024      $0.0340       

6. Stock repurchase program

On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the six months ended April 30, 2024 and the year ended October 31, 2023, the Fund did not repurchase any shares.

7. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for

 

 

32

    Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report


 

all or some portion of the six months ended April 30, 2024. The following transactions were effected in such company for the six months ended April 30, 2024.

 

      Affiliate
Value at
                             
   October 31,      Purchased      Sold  
   2023      Cost      Shares      Proceeds      Shares  
Western Asset Premier Institutional Government Reserves, Premium Shares    $ 99,818      $ 1,450,620        1,450,620      $ 1,533,046        1,533,046  
(cont’d)            Realized
Gain (Loss)
     Dividend
Income
    

 

Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)

     Affiliate
Value at
April 30,
2024
 
Western Asset Premier Institutional Government Reserves, Premium Shares                    $ 1,482             $ 17,392  

8. Deferred capital losses

As of October 31, 2023, the Fund had deferred capital losses of $7,446,719, which have no expiration date, that will be available to offset future taxable capital gains.

 

Western Asset Municipal High Income Fund Inc. 2024 Semi-Annual Report    

 

 

33

 


Additional shareholder information (unaudited)

 

Results of annual meeting of shareholders

The Annual Meeting of Shareholders of Western Asset Municipal High Income Fund Inc. was held on April 12, 2024 for the purpose of considering and voting upon the proposals presented at the Meeting. The following table provides information concerning the matters voted upon at the Meeting:

Election of directors

 

Nominees    FOR      WITHHELD      ABSTAIN  
Carol L. Colman      18,562,438        379,811        191,345  
Jane Trust      18,576,354        366,448        190,792  

At the Meeting, Mses. Colman and Trust were each duly elected by the shareholders to serve as Class I Directors of the Fund until the 2027 Annual Meeting of Shareholders, or until their successors have been duly elected and qualified or until their resignation or are otherwise removed.

At March 31, 2024, in addition to Mses. Colman and Trust, the other Directors of the Fund were as follows:

Robert D. Agdern

Daniel P. Cronin

Paolo M. Cucchi

Eileen A. Kamerick

Nisha Kumar

Ratification of Selection of Independent Registered Public Accountants

To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as independent registered public accountants of the Fund for the fiscal year ended October 31, 2024.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
18,871,185   197,445   64,967   0

 

 

34

    Western Asset Municipal High Income Fund Inc.


Dividend reinvestment plan (unaudited)

 

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.

If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:

(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.

(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such

 

Western Asset Municipal High Income Fund Inc.    

 

35


Dividend reinvestment plan (unaudited) (cont’d)

 

withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.

Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151.

 

 

36

    Western Asset Municipal High Income Fund Inc.


Western Asset

Municipal High Income Fund Inc.

 

Directors

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Eileen A. Kamerick

Nisha Kumar

Jane Trust

Chairman

Officers

Jane Trust

President and Chief Executive Officer

Christopher Berarducci

Treasurer and Principal Financial Officer

Fred Jensen

Chief Compliance Officer

Marc A. De Oliveira

Secretary and Chief Legal Officer

Thomas C. Mandia

Senior Vice President

Jeanne M. Kelly

Senior Vice President

Western Asset Municipal High Income Fund Inc.

620 Eighth Avenue

47th Floor

New York, NY 10018

Investment manager

Franklin Templeton Fund Adviser, LLC

Subadviser

Western Asset Management Company, LLC

Custodian

The Bank of New York Mellon

Transfer agent

Computershare Inc.

P.O. Box 43006

Providence, RI 02940-3078

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

Legal counsel

Simpson Thacher & Bartlett LLP

900 G Street NW

Washington, DC 20001

New York Stock Exchange Symbol

MHF


Franklin Templeton Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to US

This Privacy and Security Notice (the “Privacy Notice”) addresses the Funds’ privacy and data protection practices with respect to nonpublic personal information the Fund receives. The Legg Mason Funds include the Western Asset Money Market Funds (Funds) sold by the Funds’ distributor, Franklin Distributors, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

 

Personal information included on applications or other forms;

 

 

Account balances, transactions, and mutual fund holdings and positions;

 

 

Bank account information, legal documents, and identity verification documentation; and

 

 

Online account access user IDs, passwords, security challenge question responses.

How the Funds Use Nonpublic Personal Information About You

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

 

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or to comply with obligations to government regulators;

 

 

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds;

 

 

Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

 

The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

 

Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

 

NOT PART OF THE SEMI-ANNUAL  REPORT


Franklin Templeton Funds Privacy and Security Notice (cont’d)

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time, they will notify you promptly if this privacy policy changes.

The Funds’ Security Practices

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.franklintempleton.com, or contact the Funds at 1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds. For additional information related to certain state privacy rights, please visit https:// www.franklintempleton.com/help/privacy-policy.

Revised December 2023.

 

NOT PART OF THE SEMI-ANNUAL  REPORT


Western Asset Municipal High Income Fund Inc.

Western Asset Municipal High Income Fund Inc.

620 Eighth Avenue

47th Floor

New York, NY 10018

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its stock.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 1-888-777-0102.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton’s website, which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate Franklin Templeton’s website in this report.

This report is transmitted to the shareholders of Western Asset Municipal High Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

Computershare Inc.

P.O. Box 43006

Providence, RI 02940-3078

 

WAS04050 6/24 SR24-4894


ITEM 2.

CODE OF ETHICS.

Not applicable.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8.

INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

On March 1, 2024, Michael C. Buchanan and Ryan Brist became part of the portfolio management team of the Fund.

 

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 March 1, 2024    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Became Co-Chief Investment Officer of Western Asset in September 2023 with S. Kenneth Leech, with whom he leads the Global and US Strategy Committees; 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

Ryan Brist

 

Western Asset

385 East Colorado Blvd.

Pasadena, CA

91101

   Since March 1, 2024    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Head of Investment-Grade Credit of Western Asset and has oversight of US credit research as well as of the Municipal Team; employed by Western Asset Management as an investment professional for at least the past five years.


The following tables set forth certain additional information with respect to the above named fund’s investment professional responsible for the day-to-day management with other members of the Fund’s portfolio management team for the fund. Unless noted otherwise, all information is provided as of April 30, 2024.

Other Accounts Managed by Investment Professional

The table below identifies the number of accounts (other than the fund) for which the below named fund’s investment professional has 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
   Other Registered Investment Companies      74      $ 109.83 billion      None    None

Michael C. Buchanan ‡

   Other Pooled Vehicles      286      $ 67.18 billion      22    $2.56 billion
   Other Accounts      594      $ 172.92 billion      19    $10.06 billion
   Other Registered Investment Companies      29      $ 14.70 billion      None    None

Ryan Brist ‡

   Other Pooled Vehicles      29      $ 14.56 billion      None    None
   Other Accounts      171      $ 71.59 billion      5    $1.48 billion

 

The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

(a)(3): Investment Professional Compensation

Conflicts of Interest

The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may


arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.

The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.

The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.


Investment Professional Compensation

With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.

In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.

Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.

Investment Professional Securities Ownership

The table below identifies the dollar range of securities beneficially owned by the named investment professional as of April 30, 2024.

 

Investment Professional

   Dollar Range of
Portfolio
Securities
Beneficially
Owned

Michael C. Buchanan

   A

Ryan 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 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

 

ITEM 13.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

 

  (a)

Not applicable.

 

  (b)

Not applicable.

 

ITEM 14.

EXHIBITS.

(a) (1) Not applicable.

Exhibit 99.CODE ETH

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Western Asset Municipal High Income Fund Inc.
By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   June 26, 2024

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:   June 26, 2024
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   June 26, 2024