Bingham McCutchen LLP
2020 K Street, NW
Washington, DC 20006
April 16, 2010
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: | Legg Mason Partners Income Trust |
| (filing relates to Legg Mason Western Asset Corporate Bond Fund, Legg Mason Western Asset Short-Term Bond Fund, Legg Mason Western Asset Global High Yield Bond Fund and Legg Mason Western Asset Government Securities Fund (each, a “Fund” and collectively, the “Funds”) ) |
| (File Nos. 2-96408 and 811-4254) |
Ladies and Gentlemen:
On behalf of Legg Mason Partners Income Trust, a Maryland business trust (the “Trust”), we are hereby filing copies of the current drafts of the “Fee table,” “Example” and related footnotes to be included in the Funds’ prospectuses. The Funds’ prospectuses were included in Post-Effective Amendment No. 147 to the registration statement for the Trust (the “Amendment”), which was filed with the Commission on Form N-1A pursuant to Rule 485(a) under the Securities Act of 1933, as amended, on February 19, 2010.
We are filing copies of the draft “Fee table,” “Example” and related footnotes for the Funds in accordance with the Staff’s comments provided by Valerie Lithotomos in February 2008 in connection with Post-Effective Amendment No. 94 to the registration statement for the Trust.
The Amendment was filed in order to register a new class of shares, Class R1 shares, for each Fund and to reflect the enhanced disclosure and new prospectus delivery option for registered open-end investment companies as set forth in Form N-1A, as amended. The Amendment is expected to be effective on April 30, 2010.
Please call Mana Behbin at (202) 373-6599 or the undersigned at (202) 373-6185 with any comments or questions relating to the filing.
|
Sincerely, |
|
/s/ Nancy M. Persechino |
Nancy M. Persechino |
April , 2010

Prospectus
Legg Mason
Western Asset
Corporate Bond
Fund
Class : Ticker Symbol
The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is accurate or complete. Any statement to the contrary is a crime.
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Fees and expenses of the fund
The accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. More information about these and other discounts is available from your financial intermediary, in this Prospectus on page 22 under the heading “Sales charges” and in the fund’s statement of additional information (“SAI”) on page 73 under the heading “Sales Charge Waivers and Reductions.”
| | | | | | | | | | | | | | | | |
Shareholder fees(paid directly from your investment) (%) | | | | | | |
| | Class A | | Class B | | Class C | | Class FI | | Class R | | Class R1 | | Class I | | Class P |
Maximum sales charge (load) imposed on purchases (as a % of offering price) | | 4.25 | | None | | None | | None | | None | | None | | None | | None |
Maximum deferred sales charge (load) (as a % of the lower of net asset value at purchase or redemption) (may be reduced over time) | | Generally, none | | 4.50 | | 1.00 | | None | | None | | None | | None | | None |
| | | | | | | | | | | | | | | | |
Annual fund operating expenses(expenses that you pay each year as a percentage of the value of your investment) (%) |
| | Class A | | Class B | | Class C | | Class FI | | Class R | | Class R1 | | Class I | | Class P |
Management fees | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 |
Distribution and service (12b-1) fees | | 0.25 | | 0.75 | | 0.70 | | 0.25 | | 0.50 | | 1.00 | | None | | 0.50 |
Other expenses | | 0.271 | | 0.511 | | 0.511 | | 0.252 | | 0.252 | | 0.252 | | 0.131 | | 0.13 |
Total annual fund operating expenses | | 1.07 | | 1.81 | | 1.76 | | 1.05 | | 1.30 | | 1.80 | | 0.68 | | 1.18 |
1 | For Class A, B, C and I shares, “Other expenses” have been restated to reflect current fees with respect to the class. |
2 | “Other expenses” for Class FI, R and R1 shares are based on amounts for Class I shares because no Class FI, R or R1 shares were outstanding during the fund’s last fiscal year. |
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes:
Ÿ | | You invest $10,000 in the fund for the time periods indicated |
Ÿ | | Your investment has a 5% return each year and the fund’s operating expenses remain the same |
Ÿ | | You reinvest all distributions and dividends without a sales charge |
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| | | | | | | | |
Number of years you own your shares ($) | | 1 year | | 3 years | | 5 years | | 10 years |
Class A (with or without redemption at end of period) | | 529 | | 753 | | 994 | | 1,685 |
Class B (with redemption at end of period) | | 634 | | 872 | | 1,085 | | 1,942 |
Class B (without redemption at end of period) | | 184 | | 572 | | 985 | | 1,942 |
Class C (with redemption at end of period) | | 279 | | 557 | | 959 | | 2,084 |
Class C (without redemption at end of period) | | 179 | | 557 | | 959 | | 2,084 |
Class FI (with or without redemption at end of period) | | 107 | | 334 | | 579 | | 1,282 |
Class R (with or without redemption at end of period) | | 132 | | 411 | | 712 | | 1,568 |
Class R1 (with or without redemption at end of period) | | 183 | | 567 | | 975 | | 2,116 |
Class I (with or without redemption at end of period) | | 69 | | 217 | | 378 | | 846 |
Class P (with or without redemption at end of period) | | 120 | | 375 | | 650 | | 1,433 |
| | |
2 | | Legg Mason Western Asset Corporate Bond Fund |
April , 2010

Prospectus
Legg Mason
Western Asset
Short-Term Bond
Fund
Class : Ticker Symbol
The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is accurate or complete. Any statement to the contrary is a crime.
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Fees and expenses of the fund
The accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. More information about these and other discounts is available from your financial intermediary, in this Prospectus on page 21 under the heading “Sales charges” and in the fund’s statement of additional information (“SAI”) on page 67 under the heading “Sales Charge Waivers and Reductions.”
| | | | | | | | | | |
Shareholder fees(paid directly from your investment) (%) |
| | Class A | | Class C | | Class R | | Class R1 | | Class I |
Maximum sales charge (load) imposed on purchases (as a % of offering price) | | 2.25 | | None | | None | | None | | None |
Maximum deferred sales charge (load) (as a % of the lower of net asset value at purchase or redemption) (may be reduced over time) | | Generally, none | | None | | None | | None | | None |
Annual fund operating expenses(expenses that you pay each year as a percentage of the value of your investment) (%) |
| | Class A | | Class C | | Class R | | Class R1 | | Class I |
Management fees | | 0.45 | | 0.45 | | 0.45 | | 0.45 | | 0.45 |
Distribution and service (12b-1) fees | | 0.25 | | 0.50 | | 0.50 | | 1.00 | | None |
Other expenses | | 0.291 | | 0.161 | | 0.262 | | 0.262 | | 0.06 |
Total annual fund operating expenses | | 0.99 | | 1.11 | | 1.21 | | 1.71 | | 0.51 |
1 | For Class A and C shares, “Other expenses” have been restated to reflect current fees with respect to the class. |
2 | “Other expenses” for Class R and R1 shares are based on amounts for Class I shares because no Class R or R1 shares were outstanding during the fund’s last fiscal year. |
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes:
Ÿ | | You invest $10,000 in the fund for the time periods indicated |
Ÿ | | Your investment has a 5% return each year and the fund’s operating expenses remain the same |
Ÿ | | You reinvest all distributions and dividends without a sales charge |
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| | | | | | | | |
Number of years you own your shares ($) | | 1 year | | 3 years | | 5 years | | 10 years |
Class A (with or without redemption at end of period) | | 324 | | 534 | | 761 | | 1,412 |
Class C (with or without redemption at end of period) | | 113 | | 360 | | 627 | | 1,393 |
Class R (with or without redemption at end of period) | | 123 | | 384 | | 665 | | 1,465 |
Class R1 (with or without redemption at end of period) | | 174 | | 539 | | 929 | | 2,020 |
Class I (with or without redemption at end of period) | | 52 | | 163 | | 284 | | 639 |
| | |
2 | | Legg Mason Western Asset Short-Term Bond Fund |
April , 2010

Prospectus
Legg Mason
Western Asset
Global High Yield Bond
Fund
Class : Ticker Symbol
The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is accurate or complete. Any statement to the contrary is a crime.
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Fees and expenses of the fund
The accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. More information about these and other discounts is available from your financial intermediary, in this Prospectus on page 25 under the heading “Sales charges” and in the fund’s statement of additional information (“SAI”) on page 67 under the heading “Sales Charge Waivers and Reductions.”
| | | | | | | | | | | | |
Shareholder fees(paid directly from your investment) (%) |
| | Class A | | Class B | | Class C | | Class R | | Class R1 | | Class I |
Maximum sales charge (load) imposed on purchases (as a % of offering price) | | 4.25 | | None | | None | | None | | None | | None |
Maximum deferred sales charge (load) (as a % of the lower of net asset value at purchase or redemption) (may be reduced over time) | | Generally, none | | 4.50 | | 1.00 | | None | | None | | None |
Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) (%) |
| | Class A | | Class B | | Class C | | Class R | | Class R1 | | Class I |
Management fees | | 0.80 | | 0.80 | | 0.80 | | 0.80 | | 0.80 | | 0.80 |
Distribution and service (12b-1) fees | | 0.25 | | 0.75 | | 0.75 | | 0.50 | | 1.00 | | None |
Other expenses | | 0.14 | | 0.211 | | 0.131 | | 0.242 | | 0.242 | | 0.05 |
Total annual fund operating expenses | | 1.19 | | 1.76 | | 1.68 | | 1.54 | | 2.04 | | 0.85 |
1 | For Class B and C shares, “Other expenses” have been restated to reflect current fees with respect to the class. |
2 | “Other expenses” for Class R and R1 shares are based on amounts for Class I shares because no Class R or R1 shares were outstanding during the fund’s last fiscal year. |
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes:
Ÿ | | You invest $10,000 in the fund for the time periods indicated |
Ÿ | | Your investment has a 5% return each year and the fund’s operating expenses remain the same |
Ÿ | | You reinvest all distributions and dividends without a sales charge |
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| | | | | | | | |
Number of years you own your shares ($) | | 1 year | | 3 years | | 5 years | | 10 years |
Class A (with or without redemption at end of period) | | 541 | | 787 | | 1,052 | | 1,808 |
Class B (with redemption at end of period) | | 629 | | 859 | | 1,063 | | 1,938 |
Class B (without redemption at end of period) | | 179 | | 559 | | 963 | | 1,938 |
Class C (with redemption at end of period) | | 271 | | 532 | | 917 | | 1,997 |
Class C (without redemption at end of period) | | 171 | | 532 | | 917 | | 1,997 |
Class R (with or without redemption at end of period) | | 157 | | 487 | | 839 | | 1,835 |
Class R1 (with or without redemption at end of period) | | 207 | | 639 | | 1,098 | | 2,369 |
Class I (with or without redemption at end of period) | | 87 | | 271 | | 471 | | 1,048 |
| | |
2 | | Legg Mason Western Asset Global High Yield Bond Fund |
April , 2010

Prospectus
Legg Mason
Western Asset
Government Securities
Fund
Class : Ticker Symbol
The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is accurate or complete. Any statement to the contrary is a crime.
INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Fees and expenses of the fund
The accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. More information about these and other discounts is available from your financial intermediary, in this Prospectus on page 24 under the heading “Sales charges” and in the fund’s statement of additional information (“SAI”) on page 73 under the heading “Sales Charge Waivers and Reductions.”
| | | | | | | | | | | | | | | | |
Shareholder fees (paid directly from your investment)(%) |
| | Class A | | Class B | | Class C | | Class FI | | Class R | | Class R1 | | Class I | | Class 1 |
Maximum sales charge (load) imposed on purchases (as a % of offering price) | | 4.25 | | None | | None | | None | | None | | None | | None | | N/A |
Maximum deferred sales charge (load) (as a % of the lower of net asset value at purchase or redemption) (may be reduced over time) | | Generally, none | | 4.50 | | 1.00 | | None | | None | | None | | None | | None |
Annual fund operating expenses(expenses that you pay each year as a percentage of the value of your investment) (%) |
| | Class A | | Class B | | Class C | | Class FI | | Class R | | Class R1 | | Class I | | Class 1 |
Management fees | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 | | 0.55 |
Distribution and service (12b-1) fees | | 0.25 | | 0.75 | | 0.70 | | 0.25 | | 0.50 | | 1.00 | | None | | None |
Other expenses | | 0.201 | | 0.341 | | 0.431 | | 0.242 | | 0.242 | | 0.242 | | 0.271 | | 0.251 |
Total annual fund operating expenses | | 1.00 | | 1.64 | | 1.68 | | 1.04 | | 1.29 | | 1.79 | | 0.82 | | 0.80 |
Fees forgone and/or expenses reimbursed | | N/A | | N/A | | N/A | | —3 | | —3 | | —3 | | —3 | | (0.05)3 |
Total annual fund operating expenses after forgoing fees and/or reimbursing expenses | | 1.00 | | 1.64 | | 1.68 | | 1.04 | | 1.29 | | 1.79 | | 0.82 | | 0.75 |
1 | For Class A, B, C, I and 1 shares, “Other expenses” have been restated to reflect current fees with respect to the class. |
2 | “Other expenses” for Class FI, R and R1 shares are based on amounts for Class I shares because no Class FI, R or R1 shares were outstanding during the fund’s last fiscal year. |
3 | The manager has agreed to forgo fees and/or reimburse operating expenses (other than interest, brokerage, taxes and extraordinary expenses) so that total annual operating expenses are not expected to exceed 1.15% for Class FI shares, 1.40% for Class R shares, 1.90% for Class R1 shares and 0.85% for Class I shares, and total annual fund operating expenses for Class 1 shares are not expected to exceed total annual fund operating expenses for Class A shares minus 0.25%. This arrangement cannot be terminated prior to December 31, 2011 without the Board of Trustees’ consent. The manager is permitted to recapture amounts forgone or reimbursed to the class during the same fiscal year if the class’ total annual operating expenses have fallen to a level below the limits described above. |
Example
This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes:
Ÿ | | You invest $10,000 in the fund for the time periods indicated |
Ÿ | | Your investment has a 5% return each year and the fund’s operating expenses remain the same |
Ÿ | | You reinvest all distributions and dividends without a sales charge |
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| | | | | | | | |
Number of years you own your shares ($) | | 1 year | | 3 years | | 5 years | | 10 years |
Class A (with or without redemption at end of period) | | 523 | | 733 | | 959 | | 1,609 |
Class B (with redemption at end of period) | | 617 | | 819 | | 995 | | 1,781 |
Class B (without redemption at end of period) | | 167 | | 519 | | 895 | | 1,781 |
Class C (with redemption at end of period) | | 271 | | 532 | | 917 | | 1,997 |
Class C (without redemption at end of period) | | 171 | | 532 | | 917 | | 1,997 |
Class FI (with or without redemption at end of period) | | 106 | | 331 | | 574 | | 1,271 |
Class R (with or without redemption at end of period) | | 131 | | 408 | | 707 | | 1,556 |
Class R1 (with or without redemption at end of period) | | 182 | | 564 | | 970 | | 2,106 |
Class I (with or without redemption at end of period) | | 84 | | 262 | | 456 | | 1,015 |
Class 1 (with or without redemption at end of period) | | 77 | | 251 | | 439 | | 985 |
| | |
2 | | Legg Mason Western Asset Government Securities Fund |