Bingham McCutchen LLP
2020 K Street, N.W.
Washington, DC 20006
March 23, 2009
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: | Legg Mason Partners Income Trust |
Registration Statement on Form N-14 |
(File No. 811-04254) |
Ladies and Gentlemen:
On behalf of our client, Legg Mason Partners Income Trust (the “Trust”), a Maryland business trust, and its series, Legg Mason Partners Corporate Bond Fund (“Corporate Bond Fund”) and Legg Mason Partners Short-Term Bond Fund (“Short-Term Bond Fund”), we are hereby filing a combined proxy and registration statement on Form N-14, with exhibits (the “Registration Statement”).
The Registration Statement relates to two proposed Agreements and Plans of Reorganization whereby all of the assets of Legg Mason Investment Grade Income Portfolio, a series of Legg Mason Income Trust, will be transferred in a tax-free reorganization to Corporate Bond Fund, a series of the Trust, in exchange for shares of Corporate Bond Fund; and all of the assets of Legg Mason Limited Duration Bond Portfolio, a series of Legg Mason Income Trust, will be transferred in a tax-free reorganization to Short-Term Bond Fund, a series of the Trust, in exchange for shares of Short-Term Bond Fund.
The Registration Statement is being filed pursuant to Rule 488 under the Securities Act of 1933, as amended. It is proposed that this filing will become effective on April 19, 2009 pursuant to Rule 488.
Please call Miles Treakle at (202) 373-6549 or the undersigned at (202) 373-6185 with any questions relating to the filing.
Sincerely, |
/s/ Nancy Persechino |
Nancy Persechino |