N-CSRS 1 dncsrs.htm LMP INCOME TRUST - LMP DIVERSIFIED STRATEGIC INCOME FUND LMP Income Trust - LMP Diversified Strategic Income Fund

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

   811-04254

 

 

 

 

 

 

 

Legg Mason Partners Income Trust

(Exact name of registrant as specified in charter)

 

55 Water Street, New York, NY   10041
(Address of principal executive offices)   (Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

300 First Stamford Place, 4th Floor

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: (800) 451-2010

 

Date of fiscal year end: July 31

 

Date of reporting period: January 31, 2008


ITEM 1. REPORT TO STOCKHOLDERS.

The Semi-Annual Report to Stockholders is filed herewith.


LOGO

SEMI-ANNUAL REPORT / JANUARY 31, 2008

Legg Mason Partners

Diversified Strategic Income Fund

 

Managed by   WESTERN ASSET

 

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

 


Fund objective

The Fund seeks high current income.

 

What’s inside

 

Letter from the chairman   I
Fund at a glance   1
Fund expenses   2
Schedule of investments   4
Statement of assets and liabilities   31
Statement of operations   32
Statements of changes in net assets   33
Financial highlights   34
Notes to financial statements   38
Board approval of management and subadvisory agreements   59

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc.


Letter from the chairman

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

Dear Shareholder,

While the U.S. economy continued to expand during the six-month reporting period ended January 31, 2008, it weakened significantly as the period progressed. After U.S. gross domestic product (“GDP”)i growth was a tepid 0.6% in the first quarter of 2007, the economy then rebounded during the next six months. Second quarter 2007 GDP growth was a solid 3.8% and third quarter GDP growth accelerated to 4.9%, its strongest showing in four years. However, continued weakness in the housing market and an ongoing credit crunch took their toll on the economy during the last three months of 2007. During this period, the preliminary estimate for GDP growth was 0.6%. Recently, there have been additional signs of an economic slowdown, leading some to believe that the U.S. may be headed for a recession. The U.S. Commerce Department reported that consumer spending rose an anemic 0.3% in December 2007, the weakest growth rate in 15 months. Elsewhere, the U.S. Department of Labor estimated that non-farm payroll employment fell 22,000 in January 2008, the first monthly decline in more than four years.

Ongoing issues related to the housing and subprime mortgage markets and an abrupt tightening in the credit markets prompted the Federal Reserve Board (“Fed”)ii to take several actions during the reporting period. The Fed initially responded by lowering the discount rate—the rate the Fed uses for loans it makes directly to banks—from 6.25% to 5.75% in mid-August 2007. Then, at its meeting on September 18, the Fed reduced the discount rate to 5.25% and the federal funds rateiii from 5.25% to 4.75%. This marked the first reduction in the federal funds rate since June 2003. The Fed again lowered rates in October and December 2007, bringing the federal funds rate to 4.25% at the end of 2007. In January 2008, the Fed continued to aggressively ease monetary policy in an attempt to ward off a recession. In a surprise move, the Fed cut the federal funds rate on January 22, 2008 by 0.75% to 3.50%. The Fed again lowered the federal funds rate during its meeting on January 30, 2008, bringing it to 3.00%, its lowest level since May 2005. In its statement accompanying its latest rate cut, the Fed stated: “Today’s policy action, combined with those taken earlier, should help to promote moderate growth over time and to mitigate the risks to economic activity. However, downside risks to growth remain. The Committee will

 

Legg Mason Partners Diversified Strategic Income Fund   I


Letter from the chairman continued

 

continue to assess the effects of financial and other developments on economic prospects and will act in a timely manner as needed to address those risks.”

During the six-month reporting period, both short- and long-term Treasury yields experienced periods of volatility. This was due, in part, to mixed economic and inflation data, the fallout from the subprime mortgage market and shifting expectations regarding the Fed’s monetary policy. Within the bond market, investors were initially focused on the subprime segment of the mortgage-backed market. These concerns broadened, however, to include a wide range of financial institutions and markets. As a result, other fixed-income instruments also experienced increased price volatility. This turmoil triggered several “flights to quality,” causing Treasury yields to move sharply lower (and their prices higher), while riskier segments of the market saw their yields move higher (and their prices lower).

Overall, during the six months ended January 31, 2008, two-year Treasury yields fell from 4.56% to 2.17%. Over the same time frame, 10-year Treasury yields fell from 4.78% to 3.67%. The U.S. yield curveiv steepened during the reporting period. Short-term yields fell sharply in concert with the Fed’s rate cuts while longer-term yields fell less dramatically due to inflationary concerns. Looking at the six-month period as a whole, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Indexv, returned 6.82%.

Increased investor risk aversion in November 2007 and again at the end of the reporting period caused the high-yield bond market to post only a modest gain for the six months ended January 31, 2008. During that period, the Citigroup High Yield Market Indexvi returned 1.26%. While high-yield bond prices rallied several times during the period, several flights to quality dragged down the sector, despite continued low default rates.

Despite increased investor risk aversion, emerging markets debt generated strong results, as the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vii returned 7.15% over the six months ended January 31, 2008. Overall solid demand, an expanding global economy, increased domestic spending and the Fed’s numerous rate cuts supported the emerging market debt asset class.

 

II   Legg Mason Partners Diversified Strategic Income Fund


 

Performance review

For the six months ended January 31, 2008, Class A shares of Legg Mason Partners Diversified Strategic Income Fund, excluding sales charges, returned 2.23%. The Fund’s unmanaged benchmark, the Lehman Brothers U.S. Aggregate Index, returned 6.82% for the same period. The Lipper Multi- Sector Income Funds Category Average1 increased 3.34% over the same time frame.

 

PERFORMANCE SNAPSHOT as of January 31, 2008 (excluding sales charges) (unaudited)
     6 MONTHS
Diversified Strategic Income Fund — Class A Shares   2.23%
Lehman Brothers U.S. Aggregate Index   6.82%
Lipper Multi-Sector Income Funds Category Average1   3.34%

The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value, investment returns and yields will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/individualinvestors.

Excluding sales charges, Class B shares returned 1.91%, Class C shares returned 1.97% and Class I shares returned 2.39% over the six months ended January 31, 2008. All share class returns assume the reinvestment of all distributions, including returns of capital, if any, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on Fund distributions.

Performance figures reflect expense reimbursements and/or fee waivers, without which the performance would have been lower.

The 30-Day SEC Yields for the period ended January 31, 2008 for Class A, B, C and I shares were 5.65%, 5.24%, 5.38% and 6.22%, respectively. Absent current expense reimbursements and/or fee waivers, the 30-Day SEC Yields for Class A, B, C and I shares would have been 5.59%, 5.24%, 5.38% and 6.22%, respectively. The 30-Day SEC Yield is the average annualized net investment income per share for the 30-day period indicated and is subject to change.

 

TOTAL ANNUAL OPERATING EXPENSES (unaudited)

As of the Fund’s most current prospectus dated December 1, 2007, the gross total operating expenses for Class A, Class B, Class C and Class I shares were 1.02%, 1.55%, 1.47% and 0.69%, respectively.

 

As a result of a contractual expense limitation, the ratio of expenses, other than brokerage, taxes and extraordinary expenses, to average net assets will not exceed 1.00% for Class A shares and 0.68% for Class I shares until December 1, 2008.

Information about your fund

As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. Affiliates of the Fund’s manager have, in recent years, received requests for information from

 

1

Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the six-month period ended January 31, 2008, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 142 funds in the Fund’s Lipper category, and excluding sales charges.

 

Legg Mason Partners Diversified Strategic Income Fund   III


Letter from the chairman continued

 

various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the Fund’s response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund is not in a position to predict the outcome of these requests and investigations.

Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.

As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.

Sincerely,

LOGO

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

March 7, 2008

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

RISKS: Keep in mind, the Fund is subject to certain risks of overseas investing, including currency fluctuations and changes in political and economic conditions. These risks are magnified in emerging markets. Investments in bonds are subject to interest rate and credit risks. As interest rates rise, bond prices fall, reducing the value of the Fund’s share price. In addition, the Fund invests in high-yield securities. These issues are lower-rated and inherently more risky than higher-rated fixed-income securities. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for more information on these and other risks.

All index performance reflects no deduction for fees, expenses or taxes. Please note an investor cannot invest directly in an index.

 

i

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

 

ii

The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

 

iii

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 

iv

The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

 

v

The Lehman Brothers U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.

 

vi

The Citigroup High Yield Market Index is a broad-based unmanaged index of high-yield securities.

 

vii

The JPMorgan Emerging Markets Bond Index Global ("EMBI Global") tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela.

 

IV   Legg Mason Partners Diversified Strategic Income Fund


Fund at a glance (unaudited)

 

INVESTMENT BREAKDOWN (%) As a percent of total investments — January 31, 2008

LOGO

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   1


Fund expenses (unaudited)

 

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on August 1, 2007 and held for the six months ended January 31, 2008.

Actual expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.

 

BASED ON ACTUAL TOTAL RETURN1
     ACTUAL TOTAL
RETURN
WITHOUT
SALES
CHARGES2 
    BEGINNING
ACCOUNT
VALUE 
  ENDING
ACCOUNT
VALUE 
  ANNUALIZED
EXPENSE
RATIO 
    EXPENSES
PAID DURING
THE PERIOD3 
Class A   2.23 %   $ 1,000.00   $ 1,022.30   1.00 %   $ 5.08
Class B   1.91       1,000.00     1,019.10   1.63       8.27
Class C   1.97       1,000.00     1,019.70   1.50       7.62
Class I   2.39       1,000.00     1,023.90   0.68       3.46

 

1

For the six months ended January 31, 2008.

 

2

Assumes reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charges (“CDSC”) with respect to Class B and C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3

Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366.

 

2   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

Hypothetical example for comparison purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

 

BASED ON HYPOTHETICAL TOTAL RETURN1
     HYPOTHETICAL
ANNUALIZED
TOTAL
RETURN 
    BEGINNING
ACCOUNT
VALUE
  ENDING
ACCOUNT
VALUE 
  ANNUALIZED
EXPENSE
RATIO
    EXPENSES
PAID DURING
THE PERIOD2 
Class A   5.00 %   $ 1,000.00   $ 1,020.11   1.00 %   $ 5.08
Class B   5.00       1,000.00     1,016.94   1.63       8.26
Class C   5.00       1,000.00     1,017.60   1.50       7.61
Class I   5.00       1,000.00     1,021.72   0.68       3.46

 

1

For the six months ended January 31, 2008.

 

2

Expenses (net of fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   3


Schedule of investments (unaudited)

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND     
FACE
AMOUNT†
   SECURITY    VALUE
CORPORATE BONDS & NOTES — 62.2%
     Aerospace & Defense — 0.6%       
545,000    Alliant Techsystems Inc., Senior Subordinated Notes, 6.750% due 4/1/16a    $         528,650
     DRS Technologies Inc., Senior Subordinated Notes:       
1,455,000   

6.625% due 2/1/16a

     1,429,537
100,000   

7.625% due 2/1/18a

     99,250
     Hawker Beechcraft Acquisition Co.:       
120,000   

Senior Notes, 8.875% due 4/1/15a,b,c

     117,900
1,015,000   

Senior Subordinated Notes, 9.750% due 4/1/17a,b

     969,325
3,316    Kac Acquisition Co., Subordinated Notes, 8.000% due 4/26/26c,d,e,h      0
1,345,000    L-3 Communications Corp., Senior Subordinated Notes, 7.625% due 6/15/12a      1,385,350
    

Total Aerospace & Defense

     4,530,012
     Airlines — 0.2%       
     Continental Airlines Inc.:       
170,000   

Notes, 8.750% due 12/1/11a

     153,850
    

Pass-Through Certificates:

      
9,435   

6.541% due 3/15/08a

     9,435
281,704   

8.312% due 4/2/11a

     277,478
1,300,000    DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15a,b      1,352,000
    

Total Airlines

     1,792,763
     Auto Components — 0.2%       
840,000    Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13a      567,000
1,505,000    Visteon Corp., Senior Notes, 8.250% due 8/1/10a      1,237,862
    

Total Auto Components

     1,804,862
     Automobiles — 2.8%       
     DaimlerChrysler North America Holding Corp.:       
700,000   

5.875% due 3/15/11a

     727,782
2,620,000   

Notes, 4.050% due 6/4/08a

     2,623,969
     Ford Motor Co.:       
    

Debentures:

      
485,000   

8.875% due 1/15/22a

     366,175
875,000   

6.625% due 10/1/28a

     588,438
525,000   

8.900% due 1/15/32a

     412,125
5,590,000   

Notes, 7.450% due 7/16/31a

     4,150,575
     General Motors Corp., Senior Debentures:       
790,000   

8.250% due 7/15/23a

     635,950
14,080,000   

8.375% due 7/15/33a

     11,510,400
    

Total Automobiles

     21,015,414

 

See Notes to Financial Statements.

 

4   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND     
FACE
AMOUNT†
    SECURITY    VALUE
      Building Products — 0.4%       
1,455,000     Associated Materials Inc., Senior Subordinated Notes, 9.750% due 4/15/12a    $      1,433,175
855,000     Nortek Inc., Senior Subordinated Notes, 8.500% due 9/1/14a      671,175
900,000     NTK Holdings Inc., Senior Discount Notes, step bond to yield 11.093% due 3/1/14a      508,500
     

Total Building Products

     2,612,850
      Capital Markets — 1.4%       
4,030,000     Bear Stearns Co. Inc., 7.250% due 2/1/18a      4,036,932
780,000     Credit Suisse USA Inc., Senior Notes, 5.500% due 8/16/11a      819,346
350,000     Goldman Sachs Group Inc., Notes, 4.500% due 6/15/10a      357,092
      Lehman Brothers Holdings Inc.:       
     

Medium-Term Notes:

      
1,000,000    

4.500% due 7/26/10a

     999,903
270,000    

5.625% due 1/24/13a

     273,782
520,000    

Senior Notes, Medium-Term Notes, 6.200% due 9/26/14a

     535,887
      Morgan Stanley:       
     

Medium-Term Notes:

      
410,000    

5.625% due 1/9/12a

     422,841
650,000    

4.401% due 10/18/16a,f

     585,727
110,000    

Notes, 3.625% due 4/1/08a

     109,922
1,975,000    

Subordinated Notes, 4.750% due 4/1/14a

     1,901,769
430,000     Morgan Stanley Bank AG for OAO Gazprom, Loan Participation Notes, 9.625% due 3/1/13a,b      498,347
     

Total Capital Markets

     10,541,548
      Chemicals — 0.5%       
800,000     Georgia Gulf Corp., Senior Notes, 9.500% due 10/15/14a      624,000
435,000     Huntsman International LLC, Senior Subordinated Notes, 7.875% due 11/15/14a      454,575
1,525,000     Methanex Corp., Senior Notes, 8.750% due 8/15/12a      1,643,187
610,000     Montell Finance Co. BV, Debentures, 8.100% due 3/15/27a,b      472,750
245,000     Westlake Chemical Corp., Senior Notes, 6.625% due 1/15/16a      224,175
     

Total Chemicals

     3,418,687
      Commercial Banks — 3.5%       
      Glitnir Banki HF:       
     

Notes:

      
1,070,000    

6.330% due 7/28/11a,b

     1,015,618
780,000    

6.375% due 9/25/12a,b

     741,129
200,000    

Subordinated Bonds, 7.451% due 9/14/16a,b,f,g

     175,076
2,270,000    

Subordinated Notes, 6.693% due 6/15/16a,b,f

     2,103,232
21,311,000 RUB   HSBC Bank PLC, 7.000% due 11/1/11a,b,f      869,741

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   5


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND     
FACE
AMOUNT†
   SECURITY    VALUE
     Commercial Banks — 3.5% continued       
99,537    HSBC Bank USA, Notes, 7.000% due 11/1/11a,b,f    $         104,987
     ICICI Bank Ltd., Subordinated Bonds:       
1,082,000   

6.375% due 4/30/22a,b,f

     914,542
870,000   

6.375% due 4/30/22a,b,f

     729,120
460,000    Landsbanki Islands HF, 6.100% due 8/25/11a,b      446,413
1,230,000    Resona Preferred Global Securities Cayman Ltd., Bonds, 7.191% due 7/30/15a,b,f,g      1,221,884
2,060,000    Russian Agricultural Bank, Loan Participation Notes, 6.299% due 5/15/17a,b      1,957,000
220,000    Santander Issuances SA Unipersonal, Subordinated Notes, 5.805% due 6/20/16a,b,f      226,579
2,280,000    Shinsei Finance Cayman Ltd., Junior Subordinated Bonds, 6.418% due 7/20/16a,b,f,g      1,928,602
     TuranAlem Finance BV, Bonds:       
3,710,000   

8.250% due 1/22/37a,b

     3,255,525
550,000   

8.250% due 1/22/37a,b

     482,625
5,280,000    Wachovia Corp., Subordinated Notes, 5.250% due 8/1/14a      5,275,681
4,365,000    Wells Fargo & Co., Notes, 5.300% due 8/26/11a      4,541,150
100,000    Wells Fargo Capital X, Capital Securities, 5.950% due 12/15/36a      91,929
    

Total Commercial Banks

     26,080,833
     Commercial Services & Supplies — 1.0%       
875,000    Allied Security Escrow Corp., Senior Subordinated Notes, 11.375% due 7/15/11a      794,063
999,000    Allied Waste North America Inc., Senior Notes, 6.875% due 6/1/17a      974,025
75,000    Corrections Corp. of America, Senior Subordinated Notes, 6.250% due 3/15/13a      75,000
1,165,000    DynCorp International LLC/DIV Capital Corp., Senior Subordinated Notes, 9.500% due 2/15/13a      1,214,512
490,000    Interface Inc., Senior Notes, 10.375% due 2/1/10a      507,150
845,000    Rental Services Corp., Senior Notes, 9.500% due 12/1/14a      720,363
850,000    US Investigations Services Inc., Senior Notes, 10.500% due 11/1/15a,b      748,000
2,290,000    Waste Management Inc., Senior Note, 6.375% due 11/15/12a      2,486,381
    

Total Commercial Services & Supplies

     7,519,494
     Consumer Finance — 5.2%       
450,000    American General Finance Corp., Medium-Term Notes, 6.900% due 12/15/17a      461,560
     Ford Motor Credit Co.:       
    

Notes:

      
350,000   

7.375% due 10/28/09a

     337,188
1,075,000   

7.875% due 6/15/10a

     1,012,509
150,000   

7.000% due 10/1/13a

     125,887

 

See Notes to Financial Statements.

 

6   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND     
FACE
AMOUNT†
   SECURITY    VALUE
     Consumer Finance — 5.2% continued       
    

Senior Notes:

      
1,000,000   

5.800% due 1/12/09a

   $         972,880
3,137,000   

10.241% due 6/15/11a,f

     2,826,032
1,715,000   

9.875% due 8/10/11a

     1,646,683
240,000   

7.127% due 1/13/12a,f

     202,334
13,240,000   

8.000% due 12/15/16a

     11,132,960
     General Motors Acceptance Corp.:       
24,180,000   

Bonds, 8.000% due 11/1/31a

     20,086,640
140,000   

Notes, 5.125% due 5/9/08a

     139,739
200,000   

Senior Notes, 5.850% due 1/14/09a

     194,574
    

Total Consumer Finance

     39,138,986
     Containers & Packaging — 0.5%       
755,000    Graham Packaging Co. Inc., Senior Subordinated Notes, 9.875% due 10/15/14a      641,750
865,000    Graphic Packaging International Corp., Senior Subordinated Notes, 9.500% due 8/15/13a      819,588
275,000    Owens-Illinois Inc., Senior Notes, 7.350% due 5/15/08a      276,031
800,000    Plastipak Holdings Inc., Senior Notes, 8.500% due 12/15/15a,b      756,000
750,000    Radnor Holdings Corp., Senior Notes, 11.000% due 3/15/10h      9,375
1,065,000    Smurfit-Stone Container Corp., Senior Notes, 8.000% due 3/15/17a      993,112
    

Total Containers & Packaging

     3,495,856
     Diversified Consumer Services — 0.3%       
     Education Management LLC/Education Management Finance Corp.:       
420,000   

Senior Notes, 8.750% due 6/1/14a

     406,350
475,000   

Senior Subordinated Notes, 10.250% due 6/1/16a

     454,813
     Service Corp. International:       
1,025,000   

Debentures, 7.875% due 2/1/13a

     1,026,370
245,000   

Senior Notes, 7.625% due 10/1/18a

     251,125
    

Total Diversified Consumer Services

     2,138,658
     Diversified Financial Services — 6.5%       
1,280,000    Aiful Corp., Notes, 5.000% due 8/10/10a,b      1,229,490
800,000    Bank of America Corp., Subordinated Notes, 5.420% due 3/15/17a      790,242
970,000    Basell AF SCA, Senior Secured Subordinated Second Priority Notes, 8.375% due 8/15/15a,b      737,200
665,000    CCM Merger Inc., Notes, 8.000% due 8/1/13a,b      598,500
     Citigroup Inc.:       
300,000   

Senior Notes, 5.875% due 5/29/37a

     283,587
80,000   

Subordinated Notes, 6.125% due 8/25/36a

     76,473

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   7


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Diversified Financial Services — 6.5% continued       
24,750,000    Dow Jones CDX HY, 7.625% due 6/29/12a,b    $    24,131,250
3,070,000    El Paso Performance-Linked Trust Certificates, Notes, 7.750% due 7/15/11a,b      3,172,728
707,123    Emeralds, Notes, 5.105% due 8/4/20a,b,f      707,879
870,000    General Electric Capital Corp., Medium-Term Notes, 4.125% due 9/1/09a      880,285
     JPMorgan Chase & Co.:       
1,360,000   

5.150% due 10/1/15a

     1,352,989
    

Subordinated Notes:

      
700,000   

6.625% due 3/15/12a

     753,149
5,160,000   

5.125% due 9/15/14a

     5,199,469
65,000    Milacron Escrow Corp., Senior Secured Notes, 11.500% due 5/15/11a      50,375
890,000    MUFG Capital Finance 1 Ltd., Preferred Securities, 6.346% due 7/25/16a,f,g      849,896
     Residential Capital LLC:       
4,040,000   

8.000% due 4/17/13a

     2,525,000
210,000   

Senior Notes, 7.500% due 2/22/11a

     132,300
2,500,000    Sigma Finance Inc., Medium-Term Notes, 8.000% due 6/22/17a,b,f      2,125,000
405,000    Smurfit Kappa Funding PLC, Senior Subordinated Notes, 7.750% due 4/1/15a      374,625
     TNK-BP Finance SA:       
1,810,000   

7.500% due 7/18/16a,b

     1,760,225
270,000   

6.625% due 3/20/17a,b

     247,050
100,000    Vanguard Health Holdings Co. I LLC, Senior Discount Notes, step bond to yield 9.378% due 10/1/15a      71,500
960,000    Vanguard Health Holdings Co. II LLC, Senior Subordinated Notes, 9.000% due 10/1/14a      914,400
    

Total Diversified Financial Services

     48,963,612
     Diversified Telecommunication Services — 2.4%       
600,000    AT&T Inc., 5.500% due 2/1/18a      603,155
70,000    Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28a      59,850
696,000    Citizens Communications Co., Senior Notes, 7.875% due 1/15/27a      640,320
1,450,000    Deutsche Telekom International Finance, Senior Notes, 5.750% due 3/23/16a      1,477,116
1,780,000    GT Group Telecom Inc., Senior Discount Notes, 13.250% due 2/1/10d,e,h      0
370,000    Hawaiian Telcom Communications Inc., Senior Subordinated Notes, 12.500% due 5/1/15a      331,150
2,000,000    Intelsat Bermuda Ltd., Senior Notes, 11.250% due 6/15/16a      2,010,000
     Intelsat Corp.:       
270,000   

9.000% due 6/15/16a

     269,325

 

See Notes to Financial Statements.

 

8   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Diversified Telecommunication Services — 2.4% continued       
516,000   

Senior Notes, 9.000% due 8/15/14a

   $         514,710
2,130,000    Koninklijke KPN NV, Senior Notes, 8.000% due 10/1/10a      2,298,283
     Level 3 Financing Inc.:       
70,000   

9.150% due 2/15/15a,f

     52,500
855,000   

Senior Notes, 9.250% due 11/1/14a

     739,575
740,000    Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16a,b      754,800
166,000    Qwest Communications International Inc., Senior Notes, 7.500% due 2/15/14a      165,170
     Qwest Corp.:       
895,000   

Notes, 8.241% due 6/15/13a,f

     877,100
1,190,000   

Senior Notes, 7.500% due 10/1/14a

     1,201,900
1,725,000    Telecom Italia Capital S.p.A., Senior Notes, 5.250% due 10/1/15a      1,687,587
970,000    Verizon Florida Inc., Senior Notes, 6.125% due 1/15/13a      1,013,710
     Virgin Media Finance PLC, Senior Notes:       
35,000   

8.750% due 4/15/14a

     32,200
1,150,000   

9.125% due 8/15/16a

     1,046,500
90,000    Wind Acquisition Finance SA, Senior Bonds,
10.750% due 12/1/15a,b
     95,850
2,050,000    Windstream Corp., Senior Notes, 8.625% due 8/1/16a      2,132,000
    

Total Diversified Telecommunication Services

     18,002,801
     Electric Utilities — 1.5%       
     Duke Energy Corp., Senior Notes:       
625,000   

4.200% due 10/1/08a

     626,207
1,000,000   

5.625% due 11/30/12a

     1,060,091
1,710,000    Exelon Corp., Bonds, 5.625% due 6/15/35a      1,534,262
     FirstEnergy Corp., Notes:       
240,000   

6.450% due 11/15/11a

     253,665
3,235,000   

7.375% due 11/15/31a

     3,563,559
454,966    Midwest Generation LLC, Pass-Through Certificates, 8.560% due 1/2/16a      489,657
1,910,000    Orion Power Holdings Inc., Senior Notes, 12.000% due 5/1/10a      2,086,675
1,520,000    Pacific Gas & Electric Co., First Mortgage Bonds, 6.050% due 3/1/34a      1,514,580
    

Total Electric Utilities

     11,128,696
     Electronic Equipment & Instruments — 0.2%       
     NXP BV/NXP Funding LLC:       
530,000   

Senior Notes, 9.500% due 10/15/15a

     464,413
690,000   

Senior Secured Notes, 7.875% due 10/15/14a

     635,662
    

Total Electronic Equipment & Instruments

     1,100,075

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   9


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Energy Equipment & Services — 0.2%       
1,135,000    Complete Production Services Inc., Senior Notes, 8.000% due 12/15/16a    $      1,106,625
150,000    GulfMark Offshore Inc., Senior Subordinated Notes, 7.750% due 7/15/14a      153,000
340,000    Pride International Inc., Senior Notes, 7.375% due 7/15/14a      351,900
    

Total Energy Equipment & Services

     1,611,525
     Food & Staples Retailing — 0.3%       
     CVS Lease Pass-Through Trust:       
359,591   

5.880% due 1/10/28a,b

     336,746
1,515,530   

6.036% due 12/10/28a,b

     1,453,889
     Kroger Co.:       
60,000   

6.400% due 8/15/17a

     63,893
90,000   

Senior Notes, 6.150% due 1/15/20a

     92,959
220,000    Wal-Mart Stores Inc., 5.800% due 2/15/18a      234,370
    

Total Food & Staples Retailing

     2,181,857
     Food Products — 0.2%       
     Dole Food Co. Inc., Senior Notes:       
1,716,000   

7.250% due 6/15/10a

     1,518,660
50,000   

8.875% due 3/15/11a

     44,750
    

Total Food Products

     1,563,410
     Gas Utilities — 0.2%       
1,525,000    Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, 6.875% due 12/15/13a      1,486,875
     Health Care Equipment & Supplies — 0.0%       
390,000    Advanced Medical Optics Inc., 7.500% due 5/1/17a      331,500
     Health Care Providers & Services — 2.4%       
1,290,000    Community Health Systems Inc., Senior Notes, 8.875% due 7/15/15a      1,304,512
     DaVita Inc.:       
5,000   

Senior Notes, 6.625% due 3/15/13a

     4,950
1,710,000   

Senior Subordinated Notes, 7.250% due 3/15/15a

     1,710,000
     HCA Inc.:       
60,000   

Notes, 7.500% due 11/6/33a

     46,950
    

Senior Notes:

      
219,000   

5.750% due 3/15/14a

     186,150
466,000   

6.500% due 2/15/16a

     397,848
1,070,000   

9.250% due 11/15/16a

     1,124,837
    

Senior Secured Notes:

      
1,090,000   

9.125% due 11/15/14a

     1,134,962
5,936,000   

9.625% due 11/15/16a,c

     6,262,480

 

See Notes to Financial Statements.

 

10   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Health Care Providers & Services — 2.4% continued       
2,225,000    IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14a    $      2,236,125
3,296,000    Tenet Healthcare Corp., Senior Notes, 7.375% due 2/1/13a      2,916,960
     Universal Hospital Services Inc.:       
180,000   

8.288% due 6/1/15a,f

     171,900
135,000   

8.500% due 6/1/15a,c

     137,025
805,000    US Oncology Holdings Inc., Senior Notes, 10.759% due 3/15/12a,c      609,788
    

Total Health Care Providers & Services

     18,244,487
     Hotels, Restaurants & Leisure — 1.3%       
750,000    Buffets Inc., Senior Notes, 12.500% due 11/1/14h      52,500
425,000    Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13a      371,875
295,000    El Pollo Loco Inc., Senior Notes, 11.750% due 11/15/13a      283,200
     Herbst Gaming Inc., Senior Subordinated Notes:       
1,825,000   

8.125% due 6/1/12a

     766,500
150,000   

7.000% due 11/15/14a

     59,625
1,145,000    Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10a      1,145,000
1,675,000    Las Vegas Sands Corp., Senior Notes, 6.375% due 2/15/15a      1,507,500
585,000    Mandalay Resort Group, Senior Subordinated Debentures, 7.625% due 7/15/13a      554,287
     MGM MIRAGE Inc.:       
145,000   

Notes, 6.750% due 9/1/12a

     140,287
480,000   

Senior Notes, 7.625% due 1/15/17a

     468,000
     Mohegan Tribal Gaming Authority, Senior Subordinated Notes:       
75,000   

7.125% due 8/15/14a

     69,188
75,000   

6.875% due 2/15/15a

     67,500
     Pinnacle Entertainment Inc., Senior Subordinated Notes:       
125,000   

8.250% due 3/15/12a

     120,625
2,500,000   

8.750% due 10/1/13a

     2,450,000
120,000    River Rock Entertainment Authority, Senior Notes, 9.750% due 11/1/11a      124,200
405,000    Sbarro Inc., Senior Notes, 10.375% due 2/1/15a      346,275
     Snoqualmie Entertainment Authority, Senior Secured Notes:       
165,000   

9.063% due 2/1/14a,b,f

     149,325
160,000   

9.125% due 2/1/15a,b

     147,200
1,095,000    Station Casinos Inc., Senior Notes, 7.750% due 8/15/16a      970,444
275,000    Turning Stone Casino Resort Enterprise, Senior Notes, 9.125% due 12/15/10a,b      268,125
    

Total Hotels, Restaurants & Leisure

     10,061,656

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   11


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Household Durables — 0.3%       
110,000    American Greetings Corp., Senior Notes, 7.375% due 6/1/16a    $         109,450
500,000    Holt Group Inc., Senior Notes, 9.750% due 1/15/06d,e,h      0
955,000    K Hovnanian Enterprises Inc., Senior Notes, 8.625% due 1/15/17a      706,700
1,045,000    Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11a      1,045,000
690,000    Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, step bond to yield 9.817% due 9/1/12a      603,750
    

Total Household Durables

     2,464,900
     Independent Power Producers & Energy Traders — 6.1%       
     AES Corp.:       
590,000   

7.750% due 10/15/15a

     606,225
4,790,000   

8.000% due 10/15/17a

     4,909,750
    

Senior Notes:

      
2,080,000   

9.375% due 9/15/10a

     2,184,000
18,987,000   

7.750% due 3/1/14a

     19,461,675
     Dynegy Holdings Inc.:       
25,000   

Senior Debentures, 7.125% due 5/15/18a

     22,250
1,280,000   

Senior Notes, 7.750% due 6/1/19a

     1,171,200
     Edison Mission Energy, Senior Notes:       
950,000   

7.750% due 6/15/16a

     973,750
1,480,000   

7.200% due 5/15/19a

     1,450,400
355,000   

7.625% due 5/15/27a

     334,588
4,070,000    Energy Future Holdings, Senior Notes, 11.250% due 11/1/17a,b,c      4,029,300
1,100,000    Mirant North America LLC, Senior Notes, 7.375% due 12/31/13a      1,105,500
     NRG Energy Inc., Senior Notes:       
625,000   

7.250% due 2/1/14a

     610,156
2,970,000   

7.375% due 2/1/16a

     2,877,188
     TXU Corp., Senior Notes:       
1,730,000   

5.550% due 11/15/14a

     1,392,430
1,420,000   

6.500% due 11/15/24a

     1,058,479
4,190,000   

6.550% due 11/15/34a

     3,079,189
    

Total Independent Power Producers & Energy Traders

     45,266,080
     Industrial Conglomerates — 1.6%       
125,000    Moll Industries Inc., Senior Subordinated Notes, 10.500% due 7/1/08d,e,h      0
     Tyco International Group SA:       
    

Notes:

      
745,000   

6.125% due 11/1/08a

     754,325
40,000   

6.125% due 1/15/09a

     40,932
3,440,000   

6.000% due 11/15/13a

     3,573,875

 

See Notes to Financial Statements.

 

12   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Industrial Conglomerates — 1.6% continued       
7,730,000   

6.875% due 1/15/29a

   $      7,359,895
360,000   

Senior Notes, 6.375% due 10/15/11a

     380,448
    

Total Industrial Conglomerates

     12,109,475
     Insurance — 0.0%       
260,000    American International Group Inc., Medium-Term Notes, 5.850% due 1/16/18a      261,163
     IT Services — 0.4%       
360,000    Ceridian Corp., Senior Notes, 12.250% due 11/15/15a,b,c      304,200
490,000    Electronic Data Systems Corp., Notes, 7.125% due 10/15/09a      510,995
     SunGard Data Systems Inc.:       
641,000   

Senior Notes, 9.125% due 8/15/13a

     653,820
1,410,000   

Senior Subordinated Notes, 10.250% due 8/15/15a

     1,417,050
    

Total IT Services

     2,886,065
     Leisure Equipment & Products — 2.4%       
18,150,000    Eastman Kodak Co., 7.250% due 11/15/13a      17,923,125
     Machinery — 0.0%       
80,000    Terex Corp., Senior Subordinated Notes, 7.375% due 1/15/14a      79,400
     Media — 3.6%       
     Affinion Group Inc.:       
870,000   

Senior Notes, 10.125% due 10/15/13a

     865,650
420,000   

Senior Subordinated Notes, 11.500% due 10/15/15a

     390,600
16,000    CanWest Media Inc., Senior Subordinated Notes, 8.000% due 9/15/12a      15,240
235,000    CCH I Holdings LLC/CCH I Holdings Capital Corp., Senior Accreting Notes, 12.125% due 1/15/15a      125,725
4,232,000    CCH I LLC/CCH Capital Corp., Senior Secured Notes, 11.000% due 10/1/15a      3,052,330
     CCH II LLC/CCH II Capital Corp., Senior Notes:       
920,000   

10.250% due 9/15/10a

     876,300
389,000   

10.250% due 10/1/13a

     361,770
205,000    Charter Communications Holdings LLC, Senior Discount Notes, 12.125% due 1/15/12a      129,663
350,000    Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Discount Notes, 11.750% due 5/15/11a      226,188
270,000    Clear Channel Communications Inc., Senior Notes, 6.250% due 3/15/11a      240,738
640,000    CMP Susquehanna Corp., 10.125% due 5/15/14a      444,800
2,700,000    Comcast Cable Communications Holdings Inc., Notes, 8.375% due 3/15/13a      3,056,681
140,000    Comcast Cable Communications Inc., Notes, 8.875% due 5/1/17a      167,427

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   13


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Media — 3.6% continued       
     Comcast Corp., Notes:       
1,580,000   

6.500% due 1/15/15a

   $      1,657,028
690,000   

6.500% due 1/15/17a

     722,278
20,000   

5.875% due 2/15/18a

     20,021
     CSC Holdings Inc., Senior Notes:       
25,000   

8.125% due 7/15/09a

     25,500
1,025,000   

7.625% due 4/1/11a

     1,019,875
100,000   

6.750% due 4/15/12a

     95,250
2,661,000    Dex Media West LLC/Dex Media Finance Co., Senior Subordinated Notes, 9.875% due 8/15/13a      2,720,872
2,250,000    EchoStar DBS Corp., Senior Notes, 6.625% due 10/1/14a      2,202,187
845,000    Idearc Inc., Senior Notes, 8.000% due 11/15/16a      760,500
525,000    Lamar Media Corp., Senior Subordinated Notes, 6.625% due 8/15/15a      500,063
800,000    Liberty Media Corp., Senior Notes, 7.875% due 7/15/09a      826,933
     News America Inc.:       
690,000   

6.200% due 12/15/34a

     666,769
    

Notes:

      
675,000   

5.300% due 12/15/14a

     684,481
80,000   

6.650% due 11/15/37a,b

     81,485
925,000    R.H. Donnelley Corp., Senior Notes, 8.875% due 1/15/16a      797,812
410,000    Sun Media Corp., 7.625% due 2/15/13a      390,525
2,545,000    Time Warner Inc., Senior Notes, 7.625% due 4/15/31a      2,757,507
780,000    TL Acquisitions Inc., Senior Notes, 10.500% due 1/15/15a,b      713,700
     XM Satellite Radio Inc., Senior Notes:       
430,000   

9.411% due 5/1/13a,f

     369,800
185,000   

9.750% due 5/1/14a

     168,813
    

Total Media

     27,134,511
     Metals & Mining — 0.7%       
1,570,000    Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15a      1,566,075
570,000    Noranda Aluminum Holding Corp., Senior Notes, 10.488% due 11/15/14a,b,c      436,050
581,000    Novelis Inc., Senior Notes, 7.250% due 2/15/15a      538,877
550,000    Tube City IMS Corp., Senior Subordinated Notes, 9.750% due 2/1/15a      497,750
     Vale Overseas Ltd., Notes:       
60,000   

8.250% due 1/17/34a

     64,816
2,370,000   

6.875% due 11/21/36a

     2,207,157
    

Total Metals & Mining

     5,310,725
     Multi-Utilities — 0.3%       
2,400,000    Dominion Resources Inc., Senior Notes, 5.700% due 9/17/12a      2,535,922

 

See Notes to Financial Statements.

 

14   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
    SECURITY    VALUE
      Multiline Retail — 0.3%       
985,000     Dollar General Corp., Senior Subordinated Notes, 11.875% due 7/15/17a,b,c    $         792,925
      Neiman Marcus Group Inc.:       
30,000    

Senior Notes, 9.000% due 10/15/15a,c

     30,150
1,195,000    

Senior Subordinated Notes, 10.375% due 10/15/15a

     1,195,000
     

Total Multiline Retail

     2,018,075
      Oil, Gas & Consumable Fuels — 9.2%       
2,020,000     Anadarko Finance Co., Senior Notes, 7.500% due 5/1/31a      2,264,113
      Anadarko Petroleum Corp., Senior Notes:       
1,860,000    

5.391% due 9/15/09a,f

     1,818,366
540,000    

5.950% due 9/15/16a

     557,762
1,455,000     Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12a      1,455,000
      Compagnie Generale de Geophysique SA, Senior Notes:       
515,000    

7.500% due 5/15/15a

     509,850
310,000    

7.750% due 5/15/17a

     308,450
4,800,000     ConocoPhillips Holding Co., Senior Notes, 6.950% due 4/15/29a      5,509,574
386,855     Corral Finans AB, 5.758% due 4/15/10a,b,c      321,089
500,000     Costilla Energy Inc., Senior Notes, 10.250% due 10/1/06d,e,h      0
1,620,000     Devon Energy Corp., Debentures, 7.950% due 4/15/32a      1,990,327
      El Paso Corp.:       
     

Medium-Term Notes:

      
500,000    

7.375% due 12/15/12a

     514,027
4,701,000    

7.800% due 8/1/31a

     4,698,396
13,044,000    

7.750% due 1/15/32a

     13,035,247
4,000,000    

Notes, 7.875% due 6/15/12a

     4,178,360
2,500,000    

Senior Subordinated Notes, 7.000% due 6/15/17a

     2,548,835
670,000     Enterprise Products Operating LP, Junior Subordinated Notes, 8.375% due 8/1/66a,f      670,550
1,305,000     EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11a      1,252,800
200,000     Forest Oil Corp., Senior Notes, 8.000% due 12/15/11a      208,500
1,550,000     Gaz Capital SA, Notes, 8.625% due 4/28/34a,b      1,904,640
      Gazprom:       
     

Bonds:

      
39,630,000 RUB  

6.790% due 10/29/09a

     1,621,525
13,210,000 RUB  

7.000% due 10/27/11a

     540,042
     

Loan Participation Notes:

      
2,630,000    

6.212% due 11/22/16a,b

     2,570,825
1,370,000    

Senior Notes, 6.510% due 3/7/22a,b

     1,298,075
370,000     Hess Corp., Notes, 7.300% due 8/15/31a      421,280

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   15


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Oil, Gas & Consumable Fuels — 9.2% continued       
730,000    International Coal Group Inc., Senior Notes, 10.250% due 7/15/14a    $         684,375
     Kerr-McGee Corp.:       
1,450,000   

6.950% due 7/1/24a

     1,552,340
660,000   

Notes, 7.875% due 9/15/31a

     784,491
     Kinder Morgan Energy Partners LP:       
500,000   

6.750% due 3/15/11a

     531,219
20,000   

Medium-Term Notes, 6.950% due 1/15/38a

     20,841
    

Senior Notes:

      
330,000   

6.300% due 2/1/09a

     337,357
35,000   

7.125% due 3/15/12a

     38,089
325,000   

5.000% due 12/15/13a

     323,459
20,000   

6.000% due 2/1/17a

     20,256
530,000    Mariner Energy Inc., Senior Notes, 7.500% due 4/15/13a      510,125
     OPTI Canada Inc., Senior Secured Notes:       
640,000   

7.875% due 12/15/14a,b

     624,000
620,000   

8.250% due 12/15/14a,b

     610,700
215,000    Peabody Energy Corp., 6.875% due 3/15/13a      214,463
     Pemex Project Funding Master Trust:       
540,000   

6.625% due 6/15/35a,b

     557,280
1,086,000   

Senior Bonds, 6.625% due 6/15/35a

     1,116,679
260,000    Petrobras International Finance Co., Senior Notes,
6.125% due 10/6/16a
     268,450
510,000    Petrohawk Energy Corp., Senior Notes, 9.125% due 7/15/13a      529,125
470,000    Petroplus Finance Ltd., Senior Note, 7.000% due 5/1/17a,b      428,875
1,725,000    SemGroup LP, Senior Notes, 8.750% due 11/15/15a,b      1,621,500
905,000    Stone Energy Corp., Senior Subordinated Notes, 8.250% due 12/15/11a      900,475
10,000    Tennessee Gas Pipeline Co., 7.625% due 4/1/37a      10,951
400,000    W&T Offshore Inc., Senior Notes, 8.250% due 6/15/14a,b      378,000
650,000    Whiting Petroleum Corp., Senior Subordinated Notes,
7.000% due 2/1/14a
     640,250
     Williams Cos. Inc.:       
    

Notes:

      
2,000,000   

7.125% due 9/1/11a

     2,140,000
2,725,000   

7.875% due 9/1/21a

     3,017,937
262,000   

8.750% due 3/15/32a

     314,400
50,000   

Senior Notes, 7.625% due 7/15/19a

     54,125
40,000    XTO Energy Inc., Senior Notes, 7.500% due 4/15/12a      44,674
    

Total Oil, Gas & Consumable Fuels

     68,472,069

 

See Notes to Financial Statements.

 

16   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Paper & Forest Products — 0.8%       
     Abitibi-Consolidated Co. of Canada, Senior Notes:       
190,000   

7.750% due 6/15/11a

   $         145,825
340,000   

6.000% due 6/20/13a

     232,900
350,000   

8.375% due 4/1/15a

     249,375
550,000    Abitibi-Consolidated Inc., Debentures, 7.400% due 4/1/18a      352,000
1,500,000    Appleton Papers Inc., Senior Subordinated Notes, 9.750% due 6/15/14a      1,466,250
1,035,000    NewPage Corp., Senior Secured Notes, 11.161% due 5/1/12a,f      1,019,475
2,070,000    Weyerhaeuser Co., Notes, 6.750% due 3/15/12a      2,198,348
    

Total Paper & Forest Products

     5,664,173
     Pharmaceuticals — 0.1%       
1,430,000    Leiner Health Products Inc., Senior Subordinated Notes,
11.000% due 6/1/12i
     579,150
     Real Estate Investment Trusts (REITs) — 0.2%       
40,000    Forest City Enterprises Inc., Senior Notes, 7.625% due 6/1/15a      38,600
     Host Marriott LP, Senior Notes:       
175,000   

7.125% due 11/1/13a

     174,125
375,000   

6.375% due 3/15/15a

     360,000
     Ventas Realty LP/Ventas Capital Corp., Senior Notes:       
235,000   

6.500% due 6/1/16a

     235,000
865,000   

6.750% due 4/1/17a

     873,650
    

Total Real Estate Investment Trusts (REITs)

     1,681,375
     Real Estate Management & Development — 0.2%       
325,000    Ashton Woods USA LLC/Ashton Woods Finance Co., Senior Subordinated Notes, 9.500% due 10/1/15a      159,250
2,350,000    Realogy Corp., Senior Subordinated Notes, 12.375% due 4/15/15a,b      1,410,000
    

Total Real Estate Management & Development

     1,569,250
     Road & Rail — 0.6%       
960,000    Grupo Transportacion Ferroviaria Mexicana SA de CV, Senior Notes, 9.375% due 5/1/12a      993,600
     Hertz Corp.:       
550,000   

Senior Notes, 8.875% due 1/1/14a

     533,500
2,635,000   

Senior Subordinated Notes, 10.500% due 1/1/16a

     2,546,069
220,000    Kansas City Southern Railway, Senior Notes, 7.500% due 6/15/09a      222,475
    

Total Road & Rail

     4,295,644
     Semiconductors & Semiconductor Equipment — 0.0%       
420,000    Freescale Semiconductor Inc., Senior Notes, 8.875% due 12/15/14a      343,350
     Software — 0.1%       
510,000    Activant Solutions Inc., Senior Subordinated Notes, 9.500% due 5/1/16a      432,863
     Specialty Retail — 0.1%       
660,000    Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12a      524,700

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   17


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Specialty Retail — 0.1% continued       
195,000    Eye Care Centers of America, Senior Subordinated Notes,
10.750% due 2/15/15a
   $         207,187
370,000    Flooring America Inc., Senior Notes, 9.250% due 10/15/07d,e,h      0
270,000    Michaels Stores Inc., 11.375% due 11/1/16a      220,050
    

Total Specialty Retail

     951,937
     Textiles, Apparel & Luxury Goods — 0.0%       
50,000    Oxford Industries Inc., Senior Notes, 8.875% due 6/1/11a      49,125
250,000    Simmons Co., Senior Discount Notes, step bond to yield
9.995% due 12/15/14a
     166,250
    

Total Textiles, Apparel & Luxury Goods

     215,375
     Thrifts & Mortgage Finance — 0.6%       
     Countrywide Financial Corp.:       
670,000   

6.250% due 5/15/16a

     559,105
     Medium-Term Notes:       
110,000   

5.076% due 6/18/08a,f

     103,422
90,000   

4.786% due 1/5/09a,f

     80,374
3,920,000    Ocwen Capital Trust I, Capital Securities, 10.875% due 8/1/27a      3,371,200
    

Total Thrifts & Mortgage Finance

     4,114,101
     Tobacco — 0.6%       
     Alliance One International Inc., Senior Notes:       
100,000   

8.500% due 5/15/12a

     93,500
285,000   

11.000% due 5/15/12a

     292,125
3,360,000    Altria Group Inc., Notes, 7.000% due 11/4/13a      4,007,233
    

Total Tobacco

     4,392,858
     Trading Companies & Distributors — 0.3%       
605,000    Ashtead Capital Inc., Notes, 9.000% due 8/15/16a,b      508,200
915,000    H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16a      846,375
1,130,000    Penhall International Corp., Senior Secured Notes,
12.000% due 8/1/14a,b
     943,550
    

Total Trading Companies & Distributors

     2,298,125
     Transportation Infrastructure — 0.1%       
     Saint Acquisition Corp.:       
1,215,000   

Secured Notes, 12.500% due 5/15/17a,b

     486,000
315,000   

Senior Secured Notes, 12.619% due 5/15/15a,b,f

     121,275
    

Total Transportation Infrastructure

     607,275
     Wireless Telecommunication Services — 1.8%       
25,000    American Tower Corp., Senior Notes, 7.500% due 5/1/12a      25,813
290,000    MetroPCS Wireless Inc., Senior Notes, 9.250% due 11/1/14a      268,250
     Nextel Communications Inc., Senior Notes:       
220,000   

6.875% due 10/31/13a

     205,392

 

See Notes to Financial Statements.

 

18   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Wireless Telecommunication Services — 1.8% continued       
1,750,000   

7.375% due 8/1/15a

   $      1,602,064
360,000    Rogers Wireless Inc., Senior Subordinated Notes, 8.000% due 12/15/12a      373,345
     Rural Cellular Corp.:       
310,000   

Senior Notes, 9.875% due 2/1/10a

     322,400
1,415,000   

Senior Secured Notes, 8.250% due 3/15/12a

     1,464,525
500,000   

Senior Subordinated Notes, 8.124% due 6/1/13a,f

     507,500
     Sprint Capital Corp.:       
80,000   

Notes, 8.750% due 3/15/32a

     78,671
    

Senior Notes:

      
2,875,000   

8.375% due 3/15/12a

     2,990,748
4,425,000   

6.875% due 11/15/28a

     3,721,907
1,590,000    True Move Co., Ltd., 10.750% due 12/16/13a,b      1,518,450
    

Total Wireless Telecommunication Services

     13,079,065
     TOTAL CORPORATE BONDS & NOTES
(Cost — $493,108,401)
     465,452,508
ASSET-BACKED SECURITIES — 3.6%
     Diversified Financial Services — 0.0%       
9,709,091    Airplanes Pass-Through Trust, Subordinated Notes, 10.875% due 3/15/19d,e,h      0
     Home Equity — 2.9%       
     ACE Securities Corp.:       
3,067,403   

3.506% due 2/25/31a,f

     2,847,276
836,735   

3.546% due 1/25/36a,f

     362,928
1,051,240    Amortizing Residential Collateral Trust, 4.576% due 8/25/32a,f      595,244
103,590    Argent Securities Inc., 3.436% due 5/25/36a,f      103,357
845,270    Asset-Backed Securities Corp., Home Loan Equity Trust, 7.086% due 4/15/33a,f      789,648
     Countrywide Asset-Backed Certificates:       
2,298,878   

6.115% due 6/25/34a,f

     1,785,911
123,650   

3.576% due 12/25/36a,f

     123,245
35,524    Countrywide Home Equity Loan Trust, 4.586% due 11/15/28a,f      31,279
1,032,696    First Horizon ABS Trust, 3.536% due 10/25/34a,f      784,386
259,948    Green Tree Financial Corp., 7.070% due 1/15/29a      278,019
     GSAMP Trust:       
429,325   

3.476% due 1/25/36a,f

     315,404
1,969,245   

3.466% due 5/25/36a,f

     1,632,487
928,301    GSRPM Mortgage Loan Trust, 3.676% due 3/25/35a,b,f      826,170
804,783    Indymac Home Equity Loan Asset-Backed Trust, 3.546% due 4/25/36a,f      488,846

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   19


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
     Home Equity — 2.9% continued       
4,502,276    Indymac Seconds Asset Backed Trust, 3.506% due 6/25/36a,f    $      2,345,113
1,199,329    IXIS Real Estate Capital Trust, 3.436% due 8/25/36a,f      1,192,639
22,487    Merrill Lynch Mortgage Investors Inc., 5.000% due 9/25/35a,b      22,538
94,776    Provident Bank Home Equity Loan Trust, 4.156% due 1/25/31a,f      79,058
4,202,718    RAAC, 3.626% due 2/25/37a,b,f      3,857,401
     SACO I Trust:       
688,260   

3.546% due 3/25/36f

     400,324
4,227,579   

3.506% due 6/25/36f

     1,683,396
     Sail Net Interest Margin Notes:       
106,424   

7.750% due 4/27/33b,e

     106
208,430   

5.500% due 3/27/34b

     34,057
3,887,924    Structured Asset Securities Corp., 3.486% due 2/25/36b,f      1,383,754
    

Total Home Equity

     21,962,586
     Manufactured Housing — 0.1%       
493,429    Mid-State Trust, 7.340% due 7/1/35a      525,286
     Other — 0.0%       
8,562,394    Varick Structured Asset Fund Ltd., 2.511% due 11/1/35b,d,e,f,h      0
     Student Loan — 0.6%       
4,400,418    SLM Student Loan Trust, 3.321% due 7/25/17a,f      4,407,036
     TOTAL ASSET-BACKED SECURITIES
(Cost — $52,709,846)
     26,894,908
COLLATERALIZED MORTGAGE OBLIGATIONS — 13.1%
1,554,000    Banc of America Commercial Mortgage Inc., 4.668% due 7/10/43a      1,499,872
416,571    Banc of America Mortgage Securities, 4.705% due 4/25/35a,f      422,414
2,495,804    Bear Stearns ARM Trust, 5.737% due 2/25/36a,f      2,506,164
8,171,516    Bear Stearns Structured Products Inc., 5.729% due 9/25/37a,b,f      7,946,799
675,000    Commercial Mortgage Asset Trust, 7.350% due 1/17/32a,f      747,270
5,393,162    Commercial Mortgage Pass-Through Certificates, 5.447% due 7/16/34a,b      5,461,312
     Countrywide Alternative Loan Trust:       
869,711   

4.644% due 11/20/35a,f

     809,416
831,121   

5.455% due 12/25/35a,f

     800,788
1,864,479   

3.646% due 1/25/36a,f

     1,758,448
794,082   

3.676% due 1/25/36a,f

     752,714
1,061,189   

3.586% due 7/25/46a,f

     989,155
443,504    Countrywide Home Loans Pass-Through Certificates, 5.720% due 5/20/36a,f      424,670
     Downey Savings & Loan Association Mortgage Loan Trust:       
853,719   

5.582% due 4/19/36a,f

     814,635
668,904   

4.144% due 3/19/45a,f

     636,018

 

See Notes to Financial Statements.

 

20   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
COLLATERALIZED MORTGAGE OBLIGATIONS — 13.1% continued       
853,719   

5.582% due 3/19/47a,f

   $         753,007
101,189    Federal Home Loan Mortgage Corp. (FHLMC), IO,
11.565% due 6/15/21e
     89
3,905    Federal National Mortgage Association (FNMA), 10.400% due 4/25/19a      4,292
15,698,947    First Union National Bank Commercial Mortgage, IO, 0.780% due 5/17/32e,f      275,586
423,711    GMAC Mortgage Corporation Loan Trust, 5.051% due 9/19/35a,f      430,371
417,597    Government National Mortgage Association (GNMA), PAC IO, 5.500% due 2/16/28e      2,648
8,421,705    Greenpoint Mortgage Funding Trust, 3.506% due 4/25/47a,f      7,886,871
758,925    GSR Mortgage Loan Trust, 5.143% due 10/25/35a,f      769,579
744,075    Harborview Mortgage Loan Trust, 4.284% due 1/19/35a,f      705,564
667,756    Impac CMB Trust, 3.696% due 8/25/35a,f      637,637
     Indymac Index Mortgage Loan Trust:       
759,617   

6.676% due 3/25/35a,f

     755,735
1,006,891   

3.586% due 5/25/46a,f

     950,040
5,932,349   

3.576% due 6/25/47a,f

     5,561,768
876,855    JP Morgan Mortgage Trust, 4.968% due 8/25/35a,f      883,057
1,190,000    JPMorgan Chase Commercial Mortgage Securities Corp., 5.814% due 6/12/43a,f      1,211,758
792,846    Lehman XS Trust, 3.656% due 12/25/35a,f      744,351
4,940,671    Luminent Mortgage Trust, 3.566% due 5/25/46a,f      4,635,706
     MASTR ARM Trust:       
503,757   

4.849% due 1/25/36a,f

     509,938
3,750,784   

3.586% due 4/25/46a,f

     3,546,483
2,769,386    Merit Securities Corp., 4.744% due 9/28/32a,b,f      2,563,666
99,065    Merrill Lynch Mortgage Investors Inc., 4.520% due 12/25/34a,f      100,253
2,740,000    Merrill Lynch Mortgage Trust, 5.842% due 5/12/39a,f      2,781,285
     Morgan Stanley Mortgage Loan Trust:       
835,312   

5.348% due 10/25/34a,f

     851,328
5,514,473   

5.467% due 6/25/36a,f

     5,575,022
4,675,500    Novastar Mortgage-Backed Notes, 3.566% due 9/25/46a,f      4,392,875
     Structured Asset Mortgage Investments Inc.:       
498,095   

7.514% due 8/25/35a,f

     504,545
639,637   

3.586% due 5/25/36a,f

     601,164
5,342,280   

3.566% due 7/25/46a,f

     4,876,673
     Thornburg Mortgage Securities Trust:       
2,947,968   

6.220% due 9/25/37a,f

     2,987,923
3,192,982   

6.232% due 9/25/37a,f

     3,274,463
867,478   

3.606% due 12/25/45a,f

     865,668

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   21


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
COLLATERALIZED MORTGAGE OBLIGATIONS — 13.1% continued       
     Washington Mutual Inc.:       
845,378   

4.918% due 8/25/35a,f

   $         851,927
418,040   

4.834% due 10/25/35a,f

     421,004
921,242   

5.055% due 12/25/35a,f

     935,415
478,094   

5.940% due 9/25/36a,f

     484,636
4,843,415   

3.646% due 12/25/45a,f

     4,577,681
1,503,943   

3.666% due 12/25/45a,f

     1,401,159
481,367    Wells Fargo Mortgage Backed Securities Trust, 5.242% due 4/25/36a,f      487,117
3,464,542    Zuni Mortgage Loan Trust, 3.506% due 6/25/36a,f      3,316,870
     TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost — $100,970,846)
     97,684,829
CONVERTIBLE BOND & NOTE — 0.0%
     Internet — 0.0%       
150,000    Amazon.com Inc., 4.750% due 2/1/09a
(Cost — $152,895)
     169,125
MORTGAGE-BACKED SECURITIES — 23.4%
     FHLMC — 6.0%       
     Federal Home Loan Mortgage Corp. (FHLMC):       
516,372   

5.366% due 2/1/36a,f

     527,756
    

Gold:

      
12,663,218   

6.000% due 10/1/10-12/1/37a

     12,987,205
83,063   

7.000% due 7/1/11-8/1/30a

     88,957
586,471   

6.500% due 9/1/31-12/1/31a

     613,039
503,195   

5.500% due 11/1/35a

     509,811
28,800,000   

5.000% due 2/12/38j

     28,669,507
1,200,000   

6.000% due 2/12/38j

     1,230,187
    

Total FHLMC

     44,626,462
     FNMA — 15.4%       
     Federal National Mortgage Association (FNMA):       
1,985,218   

6.500% due 4/1/15-5/1/31a

     2,079,755
4,718,320   

5.500% due 10/1/16-8/1/37a

     4,816,191
1,731,219   

7.000% due 8/1/29-5/1/32a

     1,849,712
2,704,462   

7.500% due 9/1/29-3/1/32a

     2,924,080
4,906   

8.000% due 2/1/31a

     5,331
11,247,545   

6.000% due 4/1/32-11/1/37a

     11,576,402
74,750,000   

5.000% due 2/19/23-3/12/38j

     74,389,100
16,700,000   

5.500% due 2/19/23j

     17,104,457
500,000   

6.000% due 2/19/23j

     516,797
    

Total FNMA

     115,261,825

 

See Notes to Financial Statements.

 

22   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND

FACE

AMOUNT†

    SECURITY    VALUE
      GNMA — 2.0%       
      Government National Mortgage Association (GNMA):       
6,420,412    

6.500% due 5/15/28-8/15/34a

   $      6,709,554
2,226,883    

7.000% due 3/15/29-3/15/32a

     2,385,188
797,538    

7.500% due 1/15/30-9/15/31a

     860,901
5,100,000    

5.000% due 2/20/38j

     5,111,954
     

Total GNMA

     15,067,597
      TOTAL MORTGAGE-BACKED SECURITIES
(Cost — $173,051,914)
     174,955,884
SOVEREIGN BONDS — 4.8%
      Brazil — 0.9%       
      Brazil Nota do Tesouro Nacional:       
1,000 BRL  

10.000% due 1/1/10a

     544
12,699,000 BRL  

9.762% due 7/1/10a

     6,819,261
     

Total Brazil

     6,819,805
      Indonesia — 0.4%       
26,474,000,000 IDR   Republic of Indonesia, Series FR40, 11.000% due 9/15/25a      2,949,888
      Italy — 0.7%       
4,750,000     Region of Lombardy, 5.804% due 10/25/32a      5,093,045
      Mexico — 0.5%       
      United Mexican States:       
53,000    

10.375% due 2/17/09a

     56,710
     

Medium-Term Notes, Series A:

      
380,000    

5.625% due 1/15/17a

     393,110
2,810,000    

6.750% due 9/27/34a

     3,049,552
     

Total Mexico

     3,499,372
      Russia — 1.6%       
      Russian Federation:       
83,336    

8.250% due 3/31/10a,b

     87,295
365,000    

11.000% due 7/24/18a,b

     533,812
9,962,370    

7.500% due 3/31/30a,b

     11,487,858
     

Total Russia

     12,108,965
      Supranational — 0.1%       
875,000     Corporacion Andina de Fomento, Notes, 6.875% due 3/15/12a      939,525
      Turkey — 0.6%       
      Republic of Turkey:       
2,580,000 TRY  

10.000% due 2/15/12a

     2,428,151
2,580,000 TRY  

16.000% due 3/7/12a

     2,181,202
     

Total Turkey

     4,609,353
      TOTAL SOVEREIGN BONDS
(Cost — $33,766,047)
     36,019,953

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   23


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
FACE
AMOUNT†
   SECURITY    VALUE
U.S. GOVERNMENT & AGENCY OBLIGATIONS — 0.2%
     U.S. Government Agencies — 0.1%       
     Federal Home Loan Bank (FHLB):       
    

Bonds:

      
70,000   

4.750% due 12/16/16a

   $           73,293
190,000   

5.000% due 12/21/15a

     203,117
420,000   

Global Bonds, 5.500% due 7/15/36a

     465,007
630,000    Federal National Mortgage Association (FNMA), 5.550% due 2/16/17a      657,208
30,000    Tennessee Valley Authority, 5.980% due 4/1/36a      34,781
    

Total U.S. Government Agencies

     1,433,406
     U.S. Government Obligations — 0.1%       
1,200,000    U.S. Treasury Strip Principal (STRIPS), Zero coupon bond to yield 5.262% due 5/15/30a      438,316
     TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost — $1,699,143)
     1,871,722
U.S. TREASURY INFLATION PROTECTED SECURITIES — 4.6%
     U.S. Treasury Bonds, Inflation Indexed:       
7,802,914   

2.000% due 1/15/26a

     8,183,922
8,429,861   

2.375% due 1/15/27a

     9,384,812
2,236,955   

3.875% due 4/15/29a

     3,108,321
698,483   

3.375% due 4/15/32a

     946,008
     U.S. Treasury Notes, Inflation Indexed:       
1,905,732   

2.000% due 1/15/16a

     2,030,499
998,909   

2.500% due 7/15/16a

     1,105,746
1,781,837   

2.375% due 1/15/17a

     1,956,402
1,247,097   

2.625% due 7/15/17a

     1,399,186
6,028,310   

1.750% due 1/15/28a

     6,081,004
     TOTAL U.S. TREASURY INFLATION PROTECTED SECURITIES
(Cost — $31,010,542)
     34,195,900
SHARES            
COMMON STOCKS — 0.0%       
CONSUMER DISCRETIONARY — 0.0%       
     Household Durables — 0.0%       
1,533,221    Home Interiors & Gifts Inc.d,e*      2
2,998    Mattress Discounters Corp.d,e*      0
     TOTAL CONSUMER DISCRETIONARY      2
CONSUMER STAPLES — 0.0%       
     Food Products — 0.0%       
24,971    Aurora Foods Inc.d,e*      0

 

See Notes to Financial Statements.

 

24   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
SHARES    SECURITY    VALUE
INFORMATION TECHNOLOGY — 0.0%       
     Computers & Peripherals — 0.0%       
2,433    Axiohm Transaction Solutions Inc.d,e*    $                    0
MATERIALS — 0.0%       
     Chemicals — 0.0%       
1    Pliant Corp.d,e*      0
TELECOMMUNICATION SERVICES — 0.0%       
     Diversified Telecommunication Services — 0.0%       
3,736    McLeodUSA Inc., Class A Sharesd,e*      0
19,250    Pagemart Wirelessd,e*      192
     TOTAL TELECOMMUNICATION SERVICES      192
     TOTAL COMMON STOCKS (Cost — $801,677)      194
PREFERRED STOCKS — 0.7%       
CONSUMER DISCRETIONARY — 0.0%       
     Media — 0.0%       
1    ION Media Networks Inc., Series Ba*      2,730
FINANCIALS — 0.7%       
     Diversified Financial Services — 0.0%       
     TCR Holdings Corp.:       
841   

Class B Sharesd,e*

     1
462   

Class C Sharesd,e*

     0
1,218   

Class D Sharesd,e*

     1
2,521   

Class E Sharesd,e*

     3
    

Total Diversified Financial Services

     5
     Thrifts & Mortgage Finance — 0.7%       
105,000    Federal Home Loan Mortgage Corp. (FHLMC)a      2,819,250
70,000    Federal National Mortgage Association (FNMA)a      1,849,400
3,200    Federal National Mortgage Association (FNMA)a      159,400
    

Total Thrifts & Mortgage Finance

     4,828,050
     TOTAL FINANCIALS      4,828,055
UTILITIES — 0.0%       
     Electric Utilities — 0.0%       
5,200    AES Trust IIIa      239,200
     TOTAL PREFERRED STOCKS (Cost — $4,815,410)      5,069,985
CONVERTIBLE PREFERRED STOCKS — 0.4%
CONSUMER DISCRETIONARY — 0.4%
     Automobiles — 0.4%       
139,850    General Motors Corp., Senior Debentures, Series C, 6.250% due 7/15/33a (Cost — $3,376,830)      2,950,835
ESCROWED SHARES — 0.0%
375,000    Pillowtex Corp., 9.000%d,e*      0

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   25


Schedule of investments (unaudited) continued

January 31, 2008

 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND
CONTRACTS     SECURITY    VALUE
PURCHASED OPTIONS — 0.0%
      Eurodollar Futures:       
100,000    

Put @ $94.00, expires 3/17/08

   $                250
292,500    

Put @ $94.125, expires 3/17/08

     731
53,000     U.S. Treasury Notes 10 Year Futures, Call @ $145.00,
expires 5/23/08
     828
      TOTAL PURCHASED OPTIONS (Cost — $2,402)      1,809
WARRANTS             
WARRANTS — 0.0%       
819,239     ContiFinancial Corp., Liquidating Trust, Units of Interest (Represents interest in a trust in the liquidation of ContiFinancial Corp. and its affiliates)d,e*      1
2,095     Cybernet Internet Services International Inc., Expires 7/1/09b,d,e*      0
1,780     GT Group Telecom Inc., Class B Shares, Expires 2/1/10b,d,e*      0
1,000     IWO Holdings Inc., Expires 1/15/11b,d,e*      0
250     Jazztel PLC, Expires 7/15/10b,d,e*      0
200     Leap Wireless International Inc., Expires 4/15/10d,e*      0
1,865     Merrill Corp., Class B Shares, Expires 5/1/09d,e*      0
2,521     Pillowtex Corp., Expires 11/24/09d,e*      0
      TOTAL WARRANTS (Cost — $341,523)      1
      TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS
(Cost — $895,807,476)
     845,267,653
FACE
AMOUNT†
            
SHORT-TERM INVESTMENTS — 2.9%
      Sovereign Bonds — 1.8%       
      Bank Negara Malaysia Monetary Notes:       
8,264,000 MYR  

Zero coupon bond to yield 3.324% due 4/10/08

     2,537,997
797,000 MYR  

Series 1907, Zero coupon bond to yield 3.432% due 3/13/08

     245,386
1,850,000 MYR  

Series 3107, Zero coupon bond to yield 3.359% due 5/8/08

     566,737
      Egypt Treasury Bills:       
2,825,000 EGP  

Zero coupon bond to yield 9.222% due 3/25/08

     502,237
1,425,000 EGP  

Zero coupon bond to yield 8.720% due 4/1/08

     253,423
44,125,000 EGP  

Zero coupon bond to yield 7.069% due 10/28/08

     7,539,956
9,700,000 EGP  

Zero coupon bond to yield 7.049% due 11/11/08

     1,652,884
     

Total Sovereign Bonds

     13,298,620

 

See Notes to Financial Statements.

 

26   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND  
FACE
AMOUNT†
   SECURITY    VALUE  
     U.S. Government Agencies — 1.1%         
1,000,000    Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes, 4.526% due 3/17/08k,l    $        994,463  
     Federal National Mortgage Association (FNMA), Discount Notes:         
6,985,000   

2.691% - 5.203% due 3/17/08k,l

     6,948,050  
750,000   

4.317% due 3/26/08k,l

     745,230  
    

Total U.S. Government Agencies

     8,687,743  
     TOTAL SHORT-TERM INVESTMENTS (Cost — $21,911,935)      21,986,363  
     TOTAL INVESTMENTS — 115.9% (Cost — $917,719,411#)      867,254,016  
     Liabilities in Excess of Other Assets — (15.9)%      (118,887,053 )
     TOTAL NET ASSETS — 100.0%    $  748,366,963  

 

* Non-income producing security.

 

Face amount denominated in U.S. dollars, unless otherwise noted.

 

a

All or a portion of this security is segregated for open futures contracts, extended settlements, written options, swap contracts, forward foreign currency contracts and to-be-announced (“TBA”) securities.

 

b

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 Trustees, unless otherwise noted.

 

c

Payment-in-kind security for which part of the income earned may be paid as additional principal.

 

d

Security is valued in good faith at fair value by or under the direction of the Board of Trustees (See Note 1).

 

e

Illiquid security.

 

f

Variable rate security. Interest rate disclosed is that which is in effect at January 31, 2008.

 

g

Security has no maturity date. The date shown represents the next call date.

 

h

Security is currently in default.

 

i

Subsequent to the reporting period, on March 10, 2008, the company filed for bankruptcy.

 

j

This security is traded on a TBA basis (See Note 1).

 

k

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

 

l

Rate shown represents yield-to-maturity.

 

# Aggregate cost for federal income tax purposes is substantially the same.

 

  Abbreviations used in this schedule:

 

  ARM

  Adjustable Rate Mortgage

  BRL

  Brazilian Real

  EGP

  Egyptian Pound

  EUR

  Euro

  IDR

  Indonesian Rupiah

  IO

  Interest Only

  MASTR

  Mortgage Asset Securitization Transactions Inc.

  MYR

  Malaysian Ringgit

  PAC

  Planned Amortization Class

  RUB

  Russian Ruble

  STRIPS

  Separate Trading of Registered Interest and Principal Securities

  TRY

  Turkish Lira

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   27


Schedule of investments (unaudited) continued

January 31, 2008

 

SCHEDULE OF OPTIONS WRITTEN
CONTRACTS    SECURITY    EXPIRATION
DATE
   STRIKE
PRICE
   VALUE
68    Euro Currency Futures, Put    3/7/08    $     1.44    $      33,150
99    Eurodollar Futures, Call    3/17/08      95.00      518,512
18    Eurodollar Futures, Call    3/17/08      95.50      71,775
120    Eurodollar Futures, Put    3/17/08      95.50      750
10    Eurodollar Futures, Put    3/17/08      95.75      62
26    Eurodollar Futures, Put    3/17/08      96.00      162
130    Eurodollar Futures, Put    3/17/08      96.25      812
62    Eurodollar Futures, Put    3/17/08      96.375      387
61    Eurodollar Futures, Put    3/17/08      96.50      762
62    Eurodollar Futures, Put    3/17/08      97.00      12,090
105    Eurodollar Futures, Put    6/16/08      96.125      2,625
62    Eurodollar Futures, Put    6/16/08      96.25      2,325
43    Eurodollar Futures, Put    6/16/08      96.75      4,300
63    Eurodollar Midcurve 1 Year Futures, Call    2/15/08      97.25      25,594
21    Eurodollar Futures, Put    6/16/08      95.50      262
32    U.S. Treasury Bonds Futures, Call    2/22/08      116.00      121,000
28    U.S. Treasury Bonds Futures, Call    2/22/08      120.00      35,437
44    U.S. Treasury Bonds Futures, Put    2/22/08      109.00      688
21    U.S. Treasury Bonds Futures, Put    2/22/08      112.00      1,641
76    U.S. Treasury Bonds Futures, Put    2/22/08      113.00      8,313
7    U.S. Treasury Bonds Futures, Put    2/22/08      114.00      1,094
42    U.S. Treasury Bonds Futures, Put    2/22/08      115.00      10,500
241    U.S. Treasury Bonds Futures, Put    2/22/08      116.00      109,203
32    U.S. Treasury Bonds Futures, Put    2/22/08      118.00      31,500
21    U.S. Treasury Bonds Futures, Put    5/23/08      110.00      12,797
31    U.S. Treasury Notes 5 Year Futures, Call    2/22/08      110.00      93,484
33    U.S. Treasury Notes 5 Year Futures, Put    2/22/08      107.00      516
79    U.S. Treasury Notes 5 Year Futures, Put    2/22/08      108.00      1,234
163    U.S. Treasury Notes 5 Year Futures, Put    2/22/08      109.00      2,547
32    U.S. Treasury Notes 5 Year Futures, Put    2/22/08      109.50      500
42    U.S. Treasury Notes 5 Year Futures, Put    2/22/08      111.50      7,219
20    U.S. Treasury Notes 5 Year Futures, Put    2/22/08      112.50      9,688
182    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      111.00      1,049,344
201    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      113.50      672,094
128    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      114.00      372,000
83    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      116.00      119,313
131    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      117.00      143,281
168    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      118.00      94,500
10    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      119.00      3,438
20    U.S. Treasury Notes 10 Year Futures, Call    2/22/08      122.00      1,875

 

See Notes to Financial Statements.

 

28   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

SCHEDULE OF OPTIONS WRITTEN

CONTRACTS

   SECURITY   

EXPIRATION
DATE

  

STRIKE
PRICE

   

VALUE

  62    U.S. Treasury Notes 10 Year Futures, Call    5/23/08    $   118.00     $      83,003
  105    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      107.00       1,641
  157    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      109.00       2,453
  131    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      109.50       2,047
  22    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      110.00       344
  167    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      110.50       2,609
  213    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      112.00       6,656
  93    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      113.00       7,266
  52    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      113.50       6,500
  262    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      114.00       40,938
  262    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      114.50       57,313
  147    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      115.00       50,531
  135    U.S. Treasury Notes 10 Year Futures, Put    2/22/08      116.00       97,031
  32    U.S. Treasury Notes 10 Year Futures, Put    5/23/08      112.50       26,500
  92    U.S. Treasury Notes 10 Year Futures, Put    5/23/08      113.00       89,125
  53    U.S. Treasury Notes 10 Year Futures, Put    5/23/08      116.00       106,828
NOTIONAL
PAR
              

STRIKE
RATE

      
$ 200,000    Credit default swaption with Barclays Capital Inc. to buy protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Call    3/20/08      2.00 %   $    364
  200,000    Credit default swaption with Barclays Capital Inc. to buy protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Call    3/20/08      2.05       454
  100,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08      1.80       6
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08      1.80       11
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08      1.95       55
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08      2.00       84
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08      2.30       556
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08      2.00       364

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   29


Schedule of investments (unaudited) continued

January 31, 2008

 

SCHEDULE OF OPTIONS WRITTEN
NOTIONAL
PAR
   SECURITY   

EXPIRATION
DATE

  

STRIKE
RATE

   

VALUE

$ 100,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.20 %   $ 410
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.20       324
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.20       324
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.20       324
  200,000    Credit default swaption with Barclays Capital Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    4/21/08    2.10       1,000
  200,000    Credit default swaption with Lehman Brothers Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08    1.90       34
  200,000    Credit default swaption with Lehman Brothers Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08    1.90       34
  100,000    Credit default swaption with Lehman Brothers Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    2/20/08    2.20       410
  300,000    Credit default swaption with Lehman Brothers Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.10       836
  200,000    Credit default swaption with Lehman Brothers Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.10       557
  200,000    Credit default swaption with Lehman Brothers Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.20       324
  200,000    Credit default swaption with Lehman Brothers Inc. to sell protection on Dow Jones CDX.NA.IG.HVOL.9 Index, Put    3/20/08    2.30       1,110
       TOTAL OPTIONS WRITTEN
(Premiums received - $2,971,150)
              $ 4,165,140

 

See Notes to Financial Statements.

 

30   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


Statement of assets and liabilities (unaudited)

January 31, 2008

 

ASSETS:         
Investments, at value (Cost — $917,719,411)    $ 867,254,016  
Foreign currency, at value (Cost — $715,227)      771,200  
Cash      2,571,598  
Receivable for securities sold      117,864,540  
Interest receivable      10,767,398  
Receivable from broker — variation margin on open futures contracts      2,235,022  
Unrealized appreciation on swaps      1,221,304  
Receivable for Fund shares sold      670,603  
Interest receivable for open swap contracts      16,296  
Prepaid expenses      340,867  

Total Assets

     1,003,712,844  
LIABILITIES:         
Payable for securities purchased      246,779,060  
Options written, at value (premium received $2,971,150)      4,165,140  
Payable for Fund shares repurchased      1,572,848  
Distributions payable      1,262,345  
Premium received for open swaps      500,355  
Investment management fee payable      389,047  
Distribution fees payable      239,150  
Unrealized depreciation on swaps      235,865  
Deferred compensation payable      27,825  
Trustees’ fees payable      18,334  
Payable for open forward currency contracts      1,421  
Interest payable for open swap contracts      1,333  
Accrued expenses      153,158  

Total Liabilities

     255,345,881  
TOTAL NET ASSETS    $ 748,366,963  
NET ASSETS:         
Par value (Note 6)    $ 1,160  
Paid-in capital in excess of par value      1,111,719,762  
Undistributed net investment income      7,252,359  
Accumulated net realized loss on investments, futures contracts, options written, swap contracts and foreign currency transactions      (324,872,441 )
Net unrealized depreciation on investments, futures contracts, options written, swap contracts and foreign currencies      (45,733,877 )
TOTAL NET ASSETS    $ 748,366,963  
Shares Outstanding:         
Class A      80,978,245  
Class B      15,219,570  
Class C      17,024,617  
Class I      2,728,301  
Net Asset Value:         
Class A (and redemption price)      $6.45  
Class B1      $6.49  
Class C1      $6.46  
Class I (and redemption price)      $6.46  
Maximum Public Offering Price Per Share:         
Class A (based on maximum initial sales charge of 4.25%)      $6.74  

 

1

Redemption price is NAV of Class B and C shares reduced by a 4.50% and 1.00% CDSC, respectively, if shares are redeemed within one year from purchase payment (See Note 2).

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   31


Statement of operations (unaudited)

For the Six Months Ended January 31, 2008

 

INVESTMENT INCOME:         
Interest    $ 28,532,407  
Dividends      130,353  
Less: Foreign taxes withheld      (8,267 )

Total Investment Income

     28,654,493  
EXPENSES:         
Investment management fee (Note 2)      2,591,676  
Distribution fees (Notes 2 and 4)      1,503,484  
Transfer agent fees (Note 4)      348,145  
Shareholder reports (Note 4)      94,962  
Registration fees      40,557  
Custody fees      28,590  
Audit and tax      21,516  
Legal fees      20,222  
Trustees’ fees      11,547  
Insurance      8,633  
Miscellaneous expenses      5,776  

Total Expenses

     4,675,108  

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

     (83,924 )

Fees paid indirectly (Note 1)

     (1,488 )

Net Expenses

     4,589,696  
NET INVESTMENT INCOME      24,064,797  
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS, OPTIONS WRITTEN, SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3):         
Net Realized Gain (Loss) From:         

Investment transactions

     6,521,026  

Futures contracts

     (10,636,727 )

Options written

     2,684,333  

Swap contracts

     30,135  

Foreign currency transactions

     (79,699 )
Net Realized Loss      (1,480,932 )
Change in Net Unrealized Appreciation/Depreciation From:         

Investments

     (13,260,302 )

Futures contracts

     6,459,951  

Options written

     (213,075 )

Swap contracts

     985,439  

Foreign currencies

     115,018  
Change in Net Unrealized Appreciation/Depreciation      (5,912,969 )
Net Loss on Investments, Futures Contracts, Options Written,
Swap Contracts and Foreign Currency Transactions
     (7,393,901 )
INCREASE IN NET ASSETS FROM OPERATIONS    $ 16,670,896  

 

See Notes to Financial Statements.

 

32   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


Statements of changes in net assets

 

FOR THE SIX MONTHS ENDED JANUARY 31, 2008 (unaudited)
AND THE YEAR ENDED JULY 31, 2007
   2008      2007  
OPERATIONS:                  
Net investment income    $ 24,064,797      $ 47,780,017  
Net realized gain (loss)      (1,480,932 )      10,343,983  
Change in net unrealized appreciation/depreciation      (5,912,969 )      (26,001,598 )

Increase in Net Assets From Operations

     16,670,896        32,122,402  
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTES 1 AND 5):                  
Net investment income      (25,490,286 )      (49,590,271 )

Decrease in Net Assets From Distributions to Shareholders

     (25,490,286 )      (49,590,271 )
FUND SHARE TRANSACTIONS (NOTE 6):                  
Net proceeds from sale of shares      33,892,163        130,559,905  
Reinvestment of distributions      17,202,359        32,300,338  
Cost of shares repurchased      (118,077,636 )      (244,621,684 )
Net assets of shares issued in connection with merger (Note 7)             126,092,178  

Increase (Decrease) in Net Assets From Fund Share Transactions

     (66,983,114 )      44,330,737  
INCREASE (DECREASE) IN NET ASSETS      (75,802,504 )      26,862,868  
NET ASSETS:                  
Beginning of period      824,169,467        797,306,599  
End of period*    $ 748,366,963      $ 824,169,467  
* Includes undistributed net investment income of:      $7,252,359        $8,677,848  

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   33


Financial highlights

 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED JULY 31, UNLESS OTHERWISE NOTED:
 
CLASS A SHARES1   20082     2007     2006     2005     2004     2003  

NET ASSET VALUE,

BEGINNING OF PERIOD

  $ 6.52     $ 6.64     $ 6.89     $ 6.69     $ 6.52     $ 6.32  
INCOME (LOSS) FROM OPERATIONS:                                                

Net investment income

    0.20       0.40       0.37       0.38       0.38       0.37  

Net realized and unrealized gain (loss)

    (0.06 )     (0.10 )     (0.23 )     0.18       0.13       0.22  

Total income from operations

    0.14       0.30       0.14       0.56       0.51       0.59  
LESS DISTRIBUTIONS FROM:                                                

Net investment income

    (0.21 )     (0.42 )     (0.39 )     (0.36 )     (0.34 )     (0.37 )

Return of capital

                                  (0.02 )

Total distributions

    (0.21 )     (0.42 )     (0.39 )     (0.36 )     (0.34 )     (0.39 )

NET ASSET VALUE,

END OF PERIOD

  $ 6.45     $ 6.52     $ 6.64     $ 6.89     $ 6.69     $ 6.52  

Total return3

    2.23 %     4.41 %     2.06 %     8.49 %4     7.93 %     9.53 %

NET ASSETS,

END OF PERIOD (000s)

  $ 522,079     $ 562,788     $ 532,121     $ 585,940     $ 581,193     $ 595,373  
RATIOS TO AVERAGE NET ASSETS:                                                

Gross expenses

    1.03 %5     1.03 %6     1.01 %     1.04 %     1.02 %     1.02 %

Net expenses

    1.00 5,7,8,9     1.02 6,7,8     0.99 7     1.01 7     1.02       1.02  

Net investment income

    6.19 5     5.93       5.54       5.54       5.67       5.64  
PORTFOLIO TURNOVER RATE     31 %10     198 %10     202 %10     61 %10     48 %10     311 %

 

1

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

 

2

For the six months ended January 31, 2008 (unaudited).

 

3

Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of 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.

 

4

The prior investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

5

Annualized.

 

6

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 1.02% and 1.01%, respectively.

 

7

Reflects fee waivers and/or expense reimbursements.

 

8

As a result of a contractual expense limitation, the ratio of expenses, other than brokerage, taxes and extraordinary expenses, to average net assets of Class A shares will not exceed 1.00% for the period March 5, 2007 through December 1, 2008.

 

9

There was no impact to the expense ratio as a result of fees paid indirectly.

 

10

Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 184%, 344%, 513%, 368% and 357% for the six months ended January 31, 2008 and for the years ended July 31, 2007, 2006, 2005 and 2004, respectively.

 

See Notes to Financial Statements.

 

34   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED JULY 31, UNLESS OTHERWISE NOTED:
 
CLASS B SHARES1   20082     2007     2006     2005     2004     2003  

NET ASSET VALUE,

BEGINNING OF PERIOD

  $ 6.56     $ 6.68     $ 6.93     $ 6.72     $ 6.55     $ 6.35  
INCOME (LOSS) FROM OPERATIONS:                                                

Net investment income

    0.18       0.37       0.34       0.35       0.35       0.34  

Net realized and unrealized gain (loss)

    (0.06 )     (0.11 )     (0.24 )     0.18       0.13       0.22  

Total income from operations

    0.12       0.26       0.10       0.53       0.48       0.56  
LESS DISTRIBUTIONS FROM:                                                

Net investment income

    (0.19 )     (0.38 )     (0.35 )     (0.32 )     (0.31 )     (0.34 )

Return of capital

                                  (0.02 )

Total distributions

    (0.19 )     (0.38 )     (0.35 )     (0.32 )     (0.31 )     (0.36 )

NET ASSET VALUE,

END OF PERIOD

  $ 6.49     $ 6.56     $ 6.68     $ 6.93     $ 6.72     $ 6.55  

Total return3

    1.91 %     3.85 %     1.52 %     8.05 %4     7.35 %     8.90 %

NET ASSETS,

END OF PERIOD (000s)

  $ 98,702     $ 116,963     $ 139,363     $ 232,610     $ 317,760     $ 435,139  
RATIOS TO AVERAGE NET ASSETS:                                                

Gross expenses

    1.63 %5     1.57 %6     1.54 %     1.54 %     1.54 %     1.51 %

Net expenses

    1.63 5,7     1.57 6,8     1.53 8     1.50 8     1.54       1.51  

Net investment income

    5.55 5     5.38       4.96       5.06       5.16       5.17  
PORTFOLIO TURNOVER RATE     31 %9     198 %9     202 %9     61 %9     48 %9     311 %

 

1

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

 

2

For the six months ended January 31, 2008 (unaudited).

 

3

Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of 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.

 

4

The prior investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

5

Annualized.

 

6

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios both would have been 1.55%.

 

7

There was no impact to the expense ratio as a result of fees paid indirectly.

 

8

Reflects fee waivers and/or expense reimbursements.

 

9

Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 184%, 344%, 513%, 368% and 357% for the six months ended January 31, 2008 and for the years ended July 31, 2007, 2006, 2005 and 2004, respectively.

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   35


Financial highlights (continued)

 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED JULY 31, UNLESS OTHERWISE NOTED:
 
CLASS C SHARES1   20082     2007     2006     2005     2004     2003  

NET ASSET VALUE,
BEGINNING OF PERIOD

  $ 6.53     $ 6.65     $ 6.90     $ 6.70     $ 6.53     $ 6.34  
INCOME (LOSS) FROM OPERATIONS:                                                

Net investment income

    0.19       0.37       0.34       0.34       0.35       0.33  

Net realized and unrealized gain (loss)

    (0.06 )     (0.10 )     (0.24 )     0.18       0.13       0.22  

Total income from operations

    0.13       0.27       0.10       0.52       0.48       0.55  
LESS DISTRIBUTIONS FROM:                                                

Net investment income

    (0.20 )     (0.39 )     (0.35 )     (0.32 )     (0.31 )     (0.34 )

Return of capital

                                  (0.02 )

Total distributions

    (0.20 )     (0.39 )     (0.35 )     (0.32 )     (0.31 )     (0.36 )

NET ASSET VALUE,
END OF PERIOD

  $ 6.46     $ 6.53     $ 6.65     $ 6.90     $ 6.70     $ 6.53  

Total return3

    1.97 %     3.93 %     1.54 %     7.95 %4     7.43 %     8.84 %

NET ASSETS,
END OF PERIOD (000s)

  $ 109,969     $ 122,439     $ 108,003     $ 127,225     $ 138,059     $ 142,647  
RATIOS TO AVERAGE NET ASSETS:                                                

Gross expenses

    1.50 %5     1.48 %6     1.52 %     1.55 %     1.55 %     1.50 %

Net expenses

    1.50 5,7     1.48 6,8     1.50 8     1.52 8     1.55       1.50  

Net investment income

    5.68 5     5.48       5.03       5.03       5.21       5.16  
PORTFOLIO TURNOVER RATE     31 %9     198 %9     202 %9     61 %9     48 %9     311 %

 

1

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

 

2

For the six months ended January 31, 2008 (unaudited).

 

3

Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of 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.

 

4

The prior investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

5

Annualized.

 

6

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios both would have been 1.47%.

 

7

There was no impact to the expense ratio as a result of fees paid indirectly.

 

8

Reflects fee waivers and/or expense reimbursements.

 

9

Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 184%, 344%, 513%, 368% and 357%, for the six months ended January 31, 2008 and for the years ended July 31, 2007, 2006, 2005 and 2004, respectively.

 

See Notes to Financial Statements.

 

36   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

FOR A SHARE OF EACH CLASS OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH YEAR
ENDED JULY 31, UNLESS OTHERWISE NOTED:
 
CLASS I SHARES1   20082     2007     2006     2005     2004     2003  

NET ASSET VALUE,

BEGINNING OF PERIOD

  $ 6.53     $ 6.65     $ 6.90     $ 6.69     $ 6.52     $ 6.33  
INCOME (LOSS) FROM OPERATIONS:                                                

Net investment income

    0.21       0.42       0.39       0.40       0.40       0.39  

Net realized and unrealized gain (loss)

    (0.05 )     (0.10 )     (0.23 )     0.19       0.13       0.21  

Total income from operations

    0.16       0.32       0.16       0.59       0.53       0.60  
LESS DISTRIBUTIONS FROM:                                                

Net investment income

    (0.23 )     (0.44 )     (0.41 )     (0.38 )     (0.36 )     (0.39 )

Return of capital

                                  (0.02 )

Total distributions

    (0.23 )     (0.44 )     (0.41 )     (0.38 )     (0.36 )     (0.41 )

NET ASSET VALUE,

END OF PERIOD

  $ 6.46     $ 6.53     $ 6.65     $ 6.90     $ 6.69     $ 6.52  

Total return3

    2.39 %     4.75 %     2.38 %     9.01 %4     8.28 %     9.71 %

NET ASSETS,

END OF PERIOD (000s)

  $ 17,617     $ 21,979     $ 17,820     $ 130,152     $ 133,440     $ 127,327  
RATIOS TO AVERAGE NET ASSETS:                                                

Gross expenses

    0.68 %5     0.71 %6     0.67 %     0.68 %     0.68 %     0.67 %

Net expenses

    0.68 5,7,8,9     0.69 6,7,8     0.67 7     0.65 7     0.68       0.67  

Net investment income

    6.49 5     6.24       5.69       5.90       6.02       5.99  
PORTFOLIO TURNOVER RATE     31 %10     198 %10     202 %10     61 %10     48 %10     311 %

 

1

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

 

2

For the six months ended January 31, 2008 (unaudited).

 

3

Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of 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.

 

4

The prior investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

 

5

Annualized.

 

6

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 0.69% and 0.68%, respectively.

 

7

Reflects fee waivers and/or expense reimbursements.

 

8

As a result of a contractual expense limitation, the ratios of expenses, other than brokerage, taxes and extraordinary expenses, to average net assets of Class I shares will not exceed 0.68% for the period of March 5, 2007 through December 1, 2008.

 

9

There was no impact to the expense ratio as a result of fees paid indirectly.

 

10

Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 184%, 344%, 513%, 368% and 357% for the six months ended January 31, 2008 and for the years ended July 31, 2007, 2006, 2005 and 2004, respectively.

 

See Notes to Financial Statements.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   37


Notes to financial statements (unaudited)

 

1. Organization and significant accounting policies

Legg Mason Partners Diversified Strategic Income Fund (the “Fund”) is a separate diversified investment series of Legg Mason Partners Income Trust (the “Trust”). The Trust, a Maryland business trust, is registered under the Investment Company Act of 1940, as amended (the ”1940 Act”), as an open-end management investment company.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). 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.

(a) Investment valuation. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the last quoted bid and asked prices as of the close of business of that market. When prices are not readily available, or are determined not to reflect fair value, 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 asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.

(b) Financial futures contracts. The Fund may enter into financial futures contracts typically to hedge against the economic impact of adverse changes in market value of portfolio securities, as a substitute for buying and selling securities or as a cash flow management technique. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin, equal to a certain percentage of the contract amount (initial margin deposit). Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying financial instruments. For foreign denominated futures, variation margins are not settled daily. The Fund recognizes an unrealized gain or loss equal to the fluctuation in the value. When the financial futures contracts are closed, a realized gain or loss is

 

38   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.

The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying financial instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the initial margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(c) Forward foreign currency contracts. The Fund may enter into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed.

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(d) Securities traded on a to-be-announced basis. The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information is not known, such as the face amount and maturity date and the underlying pool of investments in U.S. government agency mortgage pass-through securities. Securities purchased on a TBA basis are not settled until they are delivered to the Fund, normally 15 to 45 days after purchase. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

(e) Mortgage dollar rolls. The Fund may enter into dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month,

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   39


Notes to financial statements (unaudited) continued

 

realizing a gain or loss, and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities to settle on a specified future date. During the roll period, the Fund forgoes interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the specified future date. The Fund maintains a segregated account, the dollar value of which is at least equal to its obligations with respect to dollar rolls.

The Fund executes its mortgage dollar rolls entirely in the to-be-announced (“TBA”) market, where the Fund makes a forward commitment to purchase a security and, instead of accepting delivery, the position is offset by a sale of the security with a simultaneous agreement to repurchase at a future date.

The risk of entering into a mortgage dollar roll is that the market value of the securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.

(f) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the Fund realizes a gain from investments equal to the amount of the premium received. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is treated as a realized gain or loss. When a written put option is exercised, the amount of the premium received is added to the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing a call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. 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.

 

40   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

(g) Stripped securities. The Fund invests in “Stripped Securities,” a term used collectively for stripped fixed income securities. Stripped securities can be principal only securities (“PO”), which are debt obligations that have been stripped of unmatured interest coupons or, interest only securities (“IO”), which are unmatured interest coupons that have been stripped from debt obligations. As is the case with all securities, the market value of Stripped Securities will fluctuate in response to changes in economic conditions, interest rates and the market’s perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable maturities that pay interest currently. The amount of fluctuation increases with a longer period of maturity.

The yield to maturity on IO’s is sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IO’s.

(h) Loan Participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

(i) Credit and market risk. The Fund invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically involves 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. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investment in non-dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   41


Notes to financial statements (unaudited) continued

 

Investments in structured securities collateralized by residential real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value of these investments resulting in a lack of correlation between their credit ratings and values.

Consistent with its objective to seek high current income, the Fund may invest in instruments whose values and interest rates are linked to foreign currencies, interest rates, indices or some other financial indicator. The value at maturity or interest rates for these instruments will increase or decrease according to the change in the indicator to which the instruments are indexed. These securities are generally more volatile in nature and the risk of loss of principal is greater.

(j) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

(k) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of

 

42   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

(l) Swap contracts. Swaps involve the exchange by the Fund with another party of the respective amounts payable with respect to a notional principal amount related to one or more indices. The Fund may enter into these transactions to preserve a return or spread on a particular investment or portion of its assets, as a duration management technique, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund may also use these transactions for speculative purposes, such as to obtain the price performance of a security without actually purchasing the security in circumstances where, for example, the subject security is illiquid, is unavailable for direct investment or available only on less attractive terms.

Swaps are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as an unrealized gain or loss in the Statement of Operations. Net receipts or payments of interest are recorded as realized gains or losses, respectively.

Swaps have risks associated with them, including possible default by the counterparty to the transaction, illiquidity and, where swaps are used as hedges, the risk that the use of a swap could result in losses greater than if the swap had not been employed.

(m) Credit default swaps. The Fund may enter into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate issuers or sovereign issuers of an emerging country, on a specified obligation. The Fund may use a CDS to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund has exposure to the sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will pay to the buyer of the protection an amount up to the notional value of the swap, and in certain instances take delivery of the security. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   43


Notes to financial statements (unaudited) continued

 

exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

Payments received or made at the beginning of the measurement period are reflected as such on the Statement of Assets and Liabilities. These upfront payments are recorded as realized gain or loss on the Statement of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Fund are recorded as realized gain or loss on the Statement of Operations.

Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.

(n) Swaptions. The Fund may write swaption contracts to manage exposure to fluctuations in interest rates and to enhance portfolio yield. Swaption contracts written by the Fund represent an option that gives the purchaser the right, but not the obligation, to enter into a previously agreed upon swap contract at a future date. If a written call swaption is exercised, the writer enters a swap and is obligated to pay the fixed rate and receive a floating rate in exchange. If a written put swaption is exercised, the writer enters a swap and is obligated to pay the floating rate and receive a fixed rate in exchange. Swaptions are marked to market daily based upon quotations from market makers.

When the Fund writes a swaption, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked to market daily to reflect the current market value of the swaption written. Changes in the value of the swaption are reported as unrealized gains or losses in the Statement of Operations. If the swaption expires, the Fund realizes a gain equal to the amount of the premium received. When a written swaption is exercised, the difference between the premium received and the amount paid on effecting a closing transaction is treated as a realized gain or loss.

Entering into a swaption contract involves, to varying degrees, the elements of credit, market and interest rate risk associated with both option contracts and swap contracts. To reduce credit risk from potential counterparty default, the Fund enters into swaption contracts with counterparties whose creditworthiness has been evaluated by the Investment Manager. The Fund bears the market risk arising from any change in index values or interest rates.

(o) Distributions to shareholders. Distributions from net investment income on shares of the Fund are declared each business day to shareholders of record,

 

44   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

and are paid monthly. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(p) Class accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.

(q) Fees paid indirectly. The Fund’s custodian calculates its fees based on the Fund’s average daily net assets. The fee is reduced according to a fee arrangement, which provides for a reduction based on the level of cash deposited with the custodian by the Fund.

(r) 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, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of January 31, 2008, no provision for income tax would be 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.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

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

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   45


Notes to financial statements (unaudited) continued

 

Under the investment management agreement, the Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of the Fund’s average daily net assets, in accordance with the following breakpoint schedule:

 

AVERAGE DAILY NET ASSETS    ANNUAL RATE  
First $1 billion    0.650 %
Next $1 billion    0.625  
Next $3 billion    0.600  
Next $5 billion    0.575  
Over $10 billion    0.550  

LMPFA provides administrative and certain oversight services to the Fund. LMPFA delegates to the subadvisers the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Limited a subadvisory fee of 0.30% on the assets managed by Western Asset Limited.

As a result of a contractual expense limitation effective March 5, 2007 through December 1, 2008, the ratio of expenses, other than brokerage, taxes and extraordinary expenses, to average net assets of Class A and Class I shares will not exceed 1.00% and 0.68%, respectively.

During the six months ended January 31, 2008, LMPFA waived a portion of its fee in the amount of $83,924.

Effective December 1, 2007, Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sole and exclusive distributor. Prior to December 1, 2007, Citigroup Global Markets Inc. (“CGM”), PFS Investments Inc. (“PFS”) and LMIS served as distributors of the Fund.

There is a maximum initial sales charge of 4.25% for Class A shares. There is a contingent deferred sales charge (“CDSC”) of 4.50% on Class B shares, which applies if redemption occurs within one year from purchase payment. This CDSC declines by 0.50% the first year after purchase payment and thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge.

For the six months ended January 31, 2008, LMIS and its affiliates received sales charges of approximately $10,000 on sales of the Fund’s Class A shares.

 

46   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

In addition, for the six months ended January 31, 2008, CDSCs paid to LMIS and its affiliates were approximately:

 

      CLASS A      CLASS B    CLASS C
CDSCs    0 *    $ 44,000    $ 1,100

 

* Amount represents less than $1,000.

The Fund had adopted an unfunded, non-qualified deferred compensation plan (the “Plan”) which allowed non-interested trustees (“Trustees”) to defer the receipt of all or a portion of the trustees’ fees earned until a later date specified by the Trustees. The deferred fees earn a return based on notional investments selected by the Trustees. The balance of the deferred fees payable may change depending upon the investment performance. Any gains of losses incurred in the deferred balances are reported in the Statement of Operations under Trustees’ fees. Under the Plan, deferred fees are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Fund’s general assets. The Plan was terminated, effective January 1, 2006. This change will have no effect on fees previously deferred. As of January 31, 2008, the Fund had accrued $27,825 as deferred compensation payable under the Plan.

Certain officers and one Trustee of the Trust are employees of Legg Mason or its affiliates and do not receive compensation from the Trust.

3. Investments

During the six months ended January 31, 2008, the aggregate cost of purchases and proceeds from sales of investments and U.S. Government & Agency Obligations (excluding short-term investments) were as follows:

 

      INVESTMENTS    U.S. GOVERNMENT &
AGENCY OBLIGATIONS
Purchases    $ 66,259,973    $ 1,600,960,978
Sales      71,666,943      1,657,572,685

At January 31, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation    $ 14,579,079  
Gross unrealized depreciation      (65,044,474 )
Net unrealized depreciation    $ (50,465,395 )

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   47


Notes to financial statements (unaudited) continued

 

At January 31, 2008, the Fund had the following open futures contracts:

 

     NUMBER OF
CONTRACTS
  EXPIRATION
DATE
 

BASIS

VALUE

  MARKET
VALUE
  UNREALIZED
GAIN (LOSS)
 
Contracts to Buy:          
Canadian Dollar   15   3/08   $ 1,470,070   $ 1,492,650   $ 22,580  
Eurodollar   681   3/08     163,049,718     165,304,238     2,254,520  
Eurodollar   462   6/08     110,885,735     112,624,050     1,738,315  
Germany Federal Republic 10-Year Bonds   410   3/08     70,206,402     71,001,229     794,827  
U.S. Treasury 5-Year Notes   370   3/08     41,387,991     41,810,000     422,009  
U.S. Treasury Bond   168   3/08     19,976,902     20,044,500     67,598  
                        $ 5,299,849  
Contracts to Sell:          
Australian Dollar   29   3/08   $ 2,523,870   $ 2,589,120   $ (65,250 )
British Pound   182   3/08     23,119,915     22,577,100     542,815  
Euro   22   3/08     4,023,952     4,086,225     (62,273 )
Eurodollar   43   9/08     10,439,798     10,487,163     (47,365 )
U.S. Treasury 2-Year Notes   19   3/08     3,984,921     4,051,156     (66,235 )
U.S. Treasury 10-Year Notes   520   3/08     59,956,267     60,693,750     (737,483 )
U.S. Treasury 10-Year Notes   46   6/08     5,338,286     5,323,781     14,505  
                          (421,286 )
Net Unrealized Gain on Open Futures Contracts               $ 4,878,563  

At January 31, 2008, the Fund had the following open forward foreign currency contracts:

 

    

LOCAL

CURRENCY

 

MARKET

VALUE

 

SETTLEMENT

DATE

  UNREALIZED
GAIN (LOSS)
 
Contracts to Buy:        
Indian Rupee   14,378,000   $ 364,099   3/14/08   $ 99  
Indian Rupee   43,079,400     1,090,913   3/14/08     (1,087 )
Indian Rupee   14,359,800     363,567   3/17/08     (433 )
Net Unrealized Loss on Open Forward Foreign Currency Contracts       $ (1,421 )

 

48   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

At January 31, 2008, the Fund held TBA securities with a total cost of $126,592,621.

During the six months ended January 31, 2008, written option transactions for the Fund were as follows:

 

     

NUMBER OF

CONTRACTS/
NOTIONAL
PAR

     PREMIUMS  
Options written, outstanding July 31, 2007    3,308      $ 1,196,382  
Options written    5,811,846        6,204,174  
Options closed    (2,362 )      (1,281,718 )
Options expired    (2,007,990 )      (3,147,688 )
Options Written, Outstanding January 31, 2008    3,804,802      $ 2,971,150  

At January 31, 2008, the Fund was invested in the following interest rate swap contracts:

 

Swap Counterparty:    Barclays Capital Inc.
Effective Date:    10/3/07
Notional Amount:    $13,500,000
Payments Made by Fund:    Floating Rate (Three-Month LIBOR)
Payments Received by Fund:    Fixed Rate, 5.000%
Termination Date:    3/19/18
Unrealized Appreciation    $969,306
Swap Counterparty:    Barclays Capital Inc.
Effective Date:    11/19/07
Notional Amount:    $4,300,000
Payments Made by Fund:    Floating Rate (Three-Month LIBOR)
Payments Received by Fund:    Fixed Rate 4.000%
Termination Date:    12/15/09
Unrealized Appreciation    $82,381
Swap Counterparty:    Barclays Capital Inc.
Effective Date:    11/16/07
Notional Amount:    $3,956,000
Payments Made by Fund:    Floating Rate (Three-Month LIBOR)
Payments Received by Fund:    Fixed Rate, 4.400%
Termination Date:    5/31/12
Unrealized Appreciation    $147,226

 

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   49


Notes to financial statements (unaudited) continued

 

At January 31, 2008, the Fund held the following credit default swap contracts:

 

Swap Counterparty:    Barclays Capital Inc.
Effective Date:    10/11/07
Reference Entity:    CDX North America Crossover Index
Notional Amount:    $1,800,000
Payments Made by Fund:    Payment only if credit event occurs
Payments Received by Fund:    0.750% quarterly
Termination Date:    6/12/12
Unrealized Depreciation    $(88,149)
Swap Counterparty:    Barclays Capital Inc.
Effective Date:    11/2/07
Reference Entity:    Juneau Investments LLC, 5.900% due 2/22/21
Notional Amount:    $120,000
Payments Made by Fund:    3.600% quarterly
Payments Received by Fund:    Payment only if credit event occurs
Termination Date:    12/20/12
Unrealized Depreciation    $(4,081)
Swap Counterparty:    Barclays Capital Inc.
Effective Date:    11/2/07
Reference Entity:    MBIA Insurance Corp., 5.376%
due 10/6/10
Notional Amount:    $150,000
Payments Made by Fund:    Payment only if credit event occurs
Payments Received by Fund:    3.050% quarterly
Termination Date:    12/20/12
Unrealized Depreciation    $(8,516)
Swap Counterparty:    Barclays Capital Inc.
Effective Date:    11/8/07
Reference Entity:    CDX North America Crossover Index
Notional Amount:    $7,900,000
Payments Made by Fund:    Payment only if credit event occurs
Payments Received by Fund:    1.400% quarterly
Termination Date:    12/20/12
Unrealized Depreciation    $(128,658)
Swap Counterparty:    Barclays Capital Inc.
Effective Date:    11/2/07
Reference Entity:    Juneau Investments LLC, 5.900% due 2/22/21
Notional Amount:    $190,000
Payments Made by Fund:    3.600% quarterly
Payments Received by Fund:    Payment only if credit event occurs
Termination Date:    12/20/12
Unrealized Depreciation    $(6,461)

 

50   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

Swap Counterparty:    Credit Suisse First Boston Inc.
Effective Date:    1/9/08
Reference Entity:    ABX.HE.AAA.06-1 Index
Notional Amount:    $600,000
Payments Made by Fund:    Payment only if credit event occurs
Payments Received by Fund:    0.180% quarterly
Termination Date:    7/25/45
Unrealized Appreciation    $10,320
Swap Counterparty:    Barclays Capital Inc.
Effective Date:    11/2/07
Reference Entity:    MBIA Insurance Corp., 5.376%
due 10/6/10
Notional Amount:    $220,000
Payments Made by Fund:    Payment only if credit event occurs
Payments Received by Fund:    3.100% quarterly
Termination Date:    12/20/12
Unrealized Appreciation    $12,071

At January 31, 2008, the Fund had total unrealized appreciation of $985,439 from swap contracts.

4. Class specific expenses

The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service fee with respect to its Class A, B and C shares calculated at the annual rate of 0.25% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to its Class B and C shares calculated at the annual rate of 0.50% and 0.45% of the average daily net assets of each class. Distribution fees are accrued daily and paid monthly.

For the six months ended January 31, 2008, class specific expenses were as follows:

 

      DISTRIBUTION
FEES
   TRANSFER AGENT
FEES
   SHAREHOLDER REPORTS
EXPENSES 
Class A    $ 686,292    $ 201,785    $ 62,737
Class B      406,266      86,225      21,465
Class C      410,926      60,064      10,740
Class I           71      20
Total    $ 1,503,484    $ 348,145    $ 94,962

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   51


Notes to financial statements (unaudited) continued

 

5. Distributions to shareholders by class

 

      SIX MONTHS ENDED
JANUARY 31, 2008
   YEAR ENDED
JULY 31, 2007
Net Investment Income:      
Class A    $ 17,970,591    $ 34,658,689
Class B      3,199,891      6,949,534
Class C      3,545,262      6,652,560
Class I      774,542      1,329,488
Total    $ 25,490,286    $ 49,590,271

6. Shares of beneficial interest

At January 31, 2008, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.00001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses, including those specifically related to the distribution of its shares.

Transactions in shares of each class were as follows:

 

    SIX MONTHS ENDED
JANUARY 31, 2008
    YEAR ENDED
JULY 31, 2007
 
     SHARES     AMOUNT     SHARES     AMOUNT  
Class A        
Shares sold   3,481,491     $ 22,655,615     15,488,690     $ 105,763,702  
Shares issued on reinvestment   1,833,966       11,940,301     3,272,972       22,220,679  
Shares repurchased   (10,635,646 )     (69,192,578 )   (21,256,491 )     (144,829,959 )
Shares issued with merger             8,604,852       59,331,897  
Net Increase (Decrease)   (5,320,189 )   $ (34,596,662 )   6,110,023     $ 42,486,319  
Class B        
Shares sold   485,649     $ 3,177,942     1,264,673     $ 8,664,156  
Shares issued on reinvestment   320,292       2,097,911     656,063       4,479,924  
Shares repurchased   (3,415,821 )     (22,392,813 )   (10,185,262 )     (69,654,873 )
Shares issued with merger             5,215,999       36,178,188  
Net Decrease   (2,609,880 )   $ (17,116,960 )   (3,048,527 )   $ (20,332,605 )
Class C        
Shares sold   548,038     $ 3,568,720     1,443,634     $ 9,852,282  
Shares issued on reinvestment   373,263       2,434,619     682,981       4,642,961  
Shares repurchased   (2,635,751 )     (17,167,671 )   (3,950,993 )     (26,851,728 )
Shares issued with merger             4,318,957       29,837,098  
Net Increase (Decrease)   (1,714,450 )   $ (11,164,332 )   2,494,579     $ 17,480,613  

 

52   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

    SIX MONTHS ENDED
JANUARY 31, 2008
    YEAR ENDED
JULY 31, 2007
 
     SHARES     AMOUNT     SHARES     AMOUNT  
Class I        
Shares sold   694,130     $ 4,489,886     918,895     $ 6,279,765  
Shares issued on reinvestment   111,864       729,528     141,034       956,774  
Shares repurchased   (1,442,204 )     (9,324,574 )   (483,999 )     (3,285,124 )
Shares issued with merger             107,864       744,995  
Net Increase (Decrease)   (636,210 )   $ (4,105,160 )   683,794     $ 4,696,410  

7. Transfer of net assets

Effective at the close of business on March 2, 2007, the Fund acquired the assets and certain liabilities of the Legg Mason Partners Strategic Bond Fund, pursuant to a plan of reorganization approved by Legg Mason Partners Strategic Bond Fund shareholders. Total shares issued by the Fund and the total net assets of the Legg Mason Partners Strategic Bond Fund and the Fund on the date of the transfer were as follows:

 

ACQUIRED FUND   SHARES ISSUED
BY THE FUND
  TOTAL NET ASSETS OF THE
LEGG MASON PARTNERS
STRATEGIC BOND FUND
  TOTAL NET ASSETS
OF THE FUND
Legg Mason Partners Strategic Bond Fund   18,247,672   $ 126,092,178   $ 779,748,676

The total net assets of the Legg Mason Partners Strategic Bond Fund before acquisition included net unrealized depreciation of $1,472,691, overdistributed net investment income of $73,056 and accumulated net realized loss of $2,168,395. Total net assets of the Fund immediately after the transfer were $905,840,854. The transaction was structured to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

8. Capital loss carryforward

On July 31, 2007, the Fund had a net capital loss carryforward of approximately $323,929,098, of which $64,084,372 expires in 2008, $100,900,760 expires in 2009, $120,890,366 expires in 2010 and $38,053,600 expires in 2011. These amounts will be available to offset any future taxable capital gains.

9. Regulatory matters

On May 31, 2005, the Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against Smith Barney Fund Management LLC (“SBFM”), a wholly-owned subsidiary of Legg Mason and the then investment adviser or manager to the Fund, and CGM, a former distributor of the Fund, relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds, including the Fund (the “Affected Funds”).

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   53


Notes to financial statements (unaudited) continued

 

The SEC order found that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder (the “Advisers Act”). Specifically, the order found that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also found that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed.

SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding. The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order required Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. The order also required that transfer agency fees received from the Affected Funds since December 1, 2004, less certain expenses, be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million held in escrow was distributed to the Affected Funds.

The order required SBFM to recommend a new transfer agent contract to the Affected Funds’ boards within 180 days of the entry of the order; if a Citigroup

 

54   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds’ boards selected a new transfer agent for the Affected Funds. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.

Although there can be no assurance, the manager does not believe that this matter will have a material adverse effect on the Affected Funds.

On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.

10. Legal matters

Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM, a former distributor of the Fund, and other affiliated funds (collectively, the “Funds”) and a number of its then affiliates, including SBFM and Salomon Brothers Asset Management Inc (“SBAM”), which were then investment adviser or manager to certain of the Funds (the “Managers”), substantially all of the mutual funds then managed by the Managers (the “Defendant Funds”), and Board members of the Defendant Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Managers caused the Defendant Funds to pay excessive brokerage commissions to CGM for steering clients towards proprietary funds. The complaints also alleged that the Defendants breached their fiduciary duty to the Defendant Funds by improperly charging Rule 12b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Defendant Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought injunctive relief and compensatory and punitive damages, rescission of the Defendant Funds’ contracts with the Managers, recovery of all fees paid to the Managers pursuant to such contracts and an award of attorneys’ fees and litigation expenses.

On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. On May 27, 2005, all of the Defendants filed motions to dismiss the Complaint. On July 26, 2006, the court issued a decision and order (1) finding that plaintiffs lacked standing to sue on behalf of the shareholders of the Funds in which none of the plaintiffs had invested and dismissing those Funds from the case (although stating that they could be brought back into the case if standing as to them could be established), and (2) other than one stayed claim, dismissing all of the causes

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   55


Notes to financial statements (unaudited) continued

 

of action against the remaining Defendants, with prejudice, except for the cause of action under Section 36(b) of the 1940 Act, which the court granted plaintiffs leave to repeal as a derivative claim.

On October 16, 2006, plaintiffs filed their Second Consolidated Amended Complaint (“Second Amended Complaint”) which alleges derivative claims on behalf of nine funds identified in the Second Amended Complaint, under Section 36(b) of the 1940 Act, against CAM, SBAM and SBFM as investment advisers to the identified funds, as well as CGM as a distributor for the identified funds (collectively, the “Second Amended Complaint Defendants”). The Fund was not identified in the Second Amended Complaint. The Second Amended Complaint alleges no claims against any of the funds or any of their Board Members. Under Section 36(b), the Second Amended Complaint alleges similar facts and seeks similar relief against the Second Amended Complaint Defendants as the Complaint.

On December 3, 2007, the court granted the Defendants’ motion to dismiss, with prejudice. On January 2, 2008, the plaintiffs filed a notice of appeal to the Second Circuit Court of Appeals.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed in the future.

* * *

Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM, (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC as described in Note 9. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the investment manager for the Smith Barney family of funds, rescission of the funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.

On October 5, 2005, a motion to consolidate the five actions and any subsequently filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.

On September 26, 2007, the United States District Court for the Southern District of New York issued an order dismissing the consolidated complaint. The plaintiffs have filed a notice of appeal.

11. Other matters

As previously disclosed, on September 16, 2005 the staff of the SEC informed SBFM and SBAM, that the staff was considering recommending administrative

 

56   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


 

proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the Investment Company Act (and related Rule 19a-1). On September 27, 2007, SBFM and SBAM, without admitting or denying any findings therein, consented to the entry of an order by the SEC relating to the disclosure by certain other funds that are closed-end funds of the sources of distributions paid by the funds between 2001 and 2004. Each of SBFM and SBAM agreed to pay a fine of $450,000, for which it was indemnified by Citigroup, Inc., its former parent. It is not expected that this matter will adversely impact the Fund or its current investment adviser.

* * *

On or about May 30, 2006, John Halebian, a purported shareholder of Citi New York Tax Free Reserves, a series of Legg Mason Partners Money Market Trust, formerly a series of CitiFunds Trust III (the “Subject Trust”), filed a complaint in the United States District Court for the Southern District of New York against the independent trustees of the Subject Trust (Elliott J. Berv, Donald M. Carlton, A. Benton Cocanougher, Mark T. Finn, Stephen Randolph Gross, Diana R. Harrington, Susan B. Kerley, Alan G. Merten and R. Richardson Pettit).

The Subject Trust is also named in the complaint as a nominal defendant. The complaint alleges both derivative claims on behalf of the Subject Trust and class claims on behalf of a putative class of shareholders of the Subject Trust in connection with the 2005 sale of Citigroup’s asset management business to Legg Mason and the related approval of new investment advisory agreements by the trustees and shareholders. In the derivative claim, the plaintiff alleges, among other things, that the independent trustees breached their fiduciary duty to the Subject Trust and its shareholders by failing to negotiate lower fees or seek competing bids from other qualified investment advisers in connection with Citigroup’s sale to Legg Mason. In the claims brought on behalf of the putative class of shareholders, the plaintiff alleges that the independent trustees violated the proxy solicitation requirements of the 1940 Act, and breached their fiduciary duty to shareholders, by virtue of the voting procedures, including “echo voting,” used to obtain approval of the new investment advisory agreements and statements made in a proxy statement regarding those voting procedures. The plaintiff alleges that the proxy statement was misleading because it failed to disclose that the voting procedures violated the 1940 Act. The relief sought includes an award of damages, rescission of the advisory agreement, and an award of costs and attorney fees.

In advance of filing the complaint, Mr. Halebian’s lawyers made written demand for relief on the Board of the Subject Trust, and the Board’s independent trustees formed a demand review committee to investigate the matters raised in the demand, and subsequently in the complaint, and recommend a course of action to the Board. The committee, after a thorough review, has determined that the independent trustees did not breach their

 

Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report   57


Notes to financial statements (unaudited) continued

 

fiduciary duties as alleged by Mr. Halebian, and that the action demanded by Mr. Halebian would not be in the best interests of the Subject Trust. The Board of the Subject Trust (the trustee who is an “interested person” of the Subject Trust, within the meaning of the 1940 Act, having recused himself from the matter), after receiving and considering the committee’s report and based upon the findings of the committee, subsequently also has so determined and, adopting the recommendation of the committee, has directed counsel to move to dismiss Mr. Halebian’s complaint. A motion to dismiss was filed on October 23, 2006. Opposition papers were filed on or about December 7, 2006. The complaint was dismissed on July 31, 2007. Mr. Halebian has filed an appeal in the U.S. Court of Appeals for the Second Circuit. The appeal is pending.

12. Recent accounting pronouncement

On September 20, 2006, the Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157.

 

58   Legg Mason Partners Diversified Strategic Income Fund 2008 Semi-Annual Report


Board approval of management and subadvisory agreements (unaudited)

 

At a meeting of the Board of Trustees of Legg Mason Partners Income Trust (the “Trust”) held on November 12-13, 2007, the Board, including the Board members who are not considered to be “interested persons” of the Trust (the “Independent Board Members”) under the Investment Company Act of 1940, as amended (the “1940 Act”), approved for an annual period the continuation of the management agreement (the “Management Agreement”) between the Trust and Legg Mason Partners Fund Advisor, LLC (the “Manager”) with respect to the Legg Mason Partners Diversified Strategic Income Fund, a series of the Trust (the “Fund”), and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and Western Asset Management Company (the “Subadviser”), an affiliate of the Manager, with respect to the Fund. At that meeting, the Board, including the Independent Board Members, also approved for an annual period the continuation of a sub-advisory agreement (together with the Sub-Advisory Agreement, the “Sub-Advisory Agreements”) between the Subadviser and Western Asset Management Company Limited (together with the Subadviser, the “Subadvisers”), an affiliate of the Manager and the Subadviser.

Background

The Board received information in advance of the meeting from the Manager to assist it in its consideration of the Management Agreement and the Sub-Advisory Agreements and was given the opportunity to ask questions and request additional information from management. The Board received and considered a variety of information about the Manager, the Subadvisers and the Fund’s distributor (and any distributors affiliated with the Fund during the past two years), as well as the management, sub-advisory and distribution arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below. The presentation made to the Board encompassed the Fund and all funds for which the Board has responsibility. The discussion below covers both the advisory and the administrative functions being rendered by the Manager, both of which functions are encompassed by the Management Agreement, as well as the advisory functions rendered by the Subadvisers pursuant to the Sub-Advisory Agreements.

Board approval of management agreement and sub-advisory agreements

The Independent Board Members were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreements. The Independent Board Members also discussed the proposed continuation of the Management Agreement and the Sub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager were present. In approving the Management Agreement and

 

Legg Mason Partners Diversified Strategic Income Fund   59


Board approval of management and subadvisory agreements (unaudited) continued

 

Sub-Advisory Agreements, the Board, including the Independent Board Members, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement and the Sub-Advisory Agreements, and each Board Member attributed different weight to the various factors.

Nature, extent and quality of the services under the management agreement and sub-advisory agreements

The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadvisers under the Management Agreement and the Sub-Advisory Agreements during the past two years. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadvisers took into account the Board’s knowledge and familiarity gained as Board members of funds in the Legg Mason Partners fund complex, including the scope and quality of the investment management and other capabilities of the Manager and the Subadvisers, and the quality of the Manager’s administrative and other services. The Board observed that the scope of services provided by the Manager and the Subadvisers had expanded over time as a result of regulatory and other developments, including maintaining and monitoring their own and the Fund’s expanded compliance programs. The Board reviewed information received from the Manager and the Subadvisers regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act.

The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the degree to which the Manager implemented organizational changes to improve investment results and the services provided to the Legg Mason Partners fund complex. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources available to Legg Mason, Inc., the parent organization of the Manager and the Subadvisers.

The Board considered the division of responsibilities among the Manager and the Subadvisers and the oversight provided by the Manager. The Board also considered the Manager’s and the Subadvisers’ brokerage policies and practices. In addition, management also reported to the Board on, among other things, its business plans, organizational changes and portfolio manager compensation plan.

 

60   Legg Mason Partners Diversified Strategic Income Fund


 

The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement and the Sub-Advisory Agreements were satisfactory.

Fund performance

The Board received and considered performance information for the Fund as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark.

The information comparing the Fund’s performance to that of its Performance Universe, consisting of all retail and institutional funds classified as multi-sector income funds by Lipper, showed, among other data, that the Fund’s performance for the 1-year period ended June 30, 2007 was above the median and that performance for the 3- and 5-year periods ended June 30, 2007 was lower than the median. The Board noted the explanations from the Manager concerning the underperformance versus the peer group. Management noted that there has been a change in the portfolio management team, effective December 2005, which was implemented in an attempt to improve the Fund’s results over time. The potential impact of such change was, therefore, not fully reflected in the Lipper materials.

Based on its review, which included careful consideration of all of the factors noted above, the Board concluded that the Fund’s performance was satisfactory.

Management fees and expense ratios

The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager in light of the nature, extent and quality of the management and sub-advisory services provided by the Manager and the Subadvisers. The Board also reviewed and considered that fee waivers and/or expense reimbursement arrangements are currently in place for the Fund and considered the actual fee rate (after taking waivers and reimbursements into account) (the “Actual Management Fee”), and that the Manager contractually had agreed to continue its fee waivers and/or reimbursements until December 2008. In addition, the Board noted that the compensation paid to the Subadvisers is paid directly or indirectly by the Manager, not the Fund, and, accordingly, that the retention of the Subadvisers does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.

 

Legg Mason Partners Diversified Strategic Income Fund   61


Board approval of management and subadvisory agreements (unaudited) continued

 

Additionally, the Board received and considered information comparing the Contractual Management Fees and the Actual Management Fee, and the Fund’s overall expenses with those of funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts.

The Manager reviewed with the Board the differences in scope of services provided to the Fund and to these other clients, noting that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences required to manage these different types of accounts. The Board also considered and discussed information about the Subadvisers’ fees, including the amount of the management fees retained by the Manager after payment of the subadvisory fee. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a framework of fees based on asset classes.

Management also discussed with the Board the Fund’s distribution arrangements. The Board was provided with information concerning revenues received by and certain expenses incurred by distributors affiliated with the Fund during the past two years and how the amounts received by the distributors were paid during that period.

The information comparing the Fund’s Contractual and Actual Management Fees as well as its actual total expense ratio to its Expense Group, consisting of a group of retail front-end load funds (including the Fund) classified as multi-sector income funds and chosen by Lipper to be comparable to the Fund, showed that the Fund’s Contractual Fee and Actual Management Fee (which reflects a fee waiver) were slightly above the median. The Board noted, however, that the Fund’s actual total expense ratio was below the median.

Taking all of the above into consideration, the Board determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement and the Sub-Advisory Agreements.

Manager profitability

The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason Partners fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability

 

62   Legg Mason Partners Diversified Strategic Income Fund


 

data, as well as a report from an outside consultant that had reviewed the methodologies. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund and the type of fund.

Economies of scale

The Board received and discussed information concerning whether the Manager realizes economies of scale as the Fund’s assets grow. The Board noted that the Manager had previously agreed to institute breakpoints in the Fund’s Contractual Management Fee, reflecting the potential for reducing the Contractual Management Fee as the Fund grows. The Board considered whether the breakpoint fee structure was a reasonable means of sharing any economies of scale or other efficiencies that might accrue from increases in the Fund’s assets levels. The Board noted that the Fund had not yet reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered. The Board also noted that as the Fund’s assets increase over time, certain expenses, such as fees for Board members, auditors and legal fees, become a smaller percentage of overall assets.

The Board determined that the management fee structure for the Fund, including the breakpoints, was reasonable.

Other benefits to the manager and the subadvisers

The Board considered other benefits received by the Manager, the Subadvisers and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders.

In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadvisers to the Fund, the Board considered the ancillary benefits that the Manager and its affiliates received were reasonable.

*    *    *

In light of all of the foregoing, the Board determined that the continuation of each of the Management Agreement and Sub-Advisory Agreements would be in the best interests of the Fund’s shareholders and approved the continuation of such agreements for another year.

 

 

Legg Mason Partners Diversified Strategic Income Fund   63


 

Legg Mason Partners Diversified Strategic Income Fund

 

Trustees

 

Elliott J. Berv

A. Benton Cocanougher

Jane F. Dasher

Mark T. Finn

R. Jay Gerken, CFA,
    Chairman

Rainer Greeven

Stephen R. Gross

Richard E. Hanson, Jr.

Diana R. Harrington

Susan M. Heilbron

Susan B. Kerley

Alan G. Merten

R. Richardson Pettit

 

Investment manager

 

Legg Mason Partners Fund
Advisor, LLC

 

Subadvisers

 

Western Asset Management
Company

Western Asset Management
Company Limited

    

Distributor

 

Legg Mason Investor Services, LLC

 

Custodian

 

State Street Bank and Trust
Company

 

Transfer agent

 

PFPC Inc.

4400 Computer Drive

Westborough,
Massachusetts 01581

 

Independent registered public
accounting firm

 

KPMG LLP

345 Park Avenue

New York, New York 10154

 

 


 

Legg Mason Partners Diversified Strategic Income Fund

The Fund is a separate investment series of Legg Mason Partners Income Trust, a Maryland business trust.

LEGG MASON PARTNERS DIVERSIFIED STRATEGIC INCOME FUND

Legg Mason Partners Funds

55 Water Street

32nd Floor

New York, New York 10041

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 on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call Legg Mason Partners Shareholder Services at 1-800-451-2010.

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 relating to portfolio transactions are available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.

This report is submitted for the general information of the shareholders of Legg Mason Partners Diversified Strategic Income Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.

Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.

www.leggmason.com/individualinvestors

©2008 Legg Mason Investor Services, LLC

Member FINRA, SIPC


BUILT TO WINSM

LOGO

 

At Legg Mason, we’ve assembled a collection of experienced investment management firms and empowered each of them with the tools, the resources and, most importantly, the independence to pursue the strategies they know best.

 

 

Each was purposefully chosen for their commitment to investment excellence.

 

 

Each is focused on specific investment styles and asset classes.

 

 

Each exhibits thought leadership in their chosen area of focus.

Together, we’ve built a powerful portfolio of solutions for financial advisors and their clients. And it has made us a world leader in money management.*

* Ranked ninth-largest investment manager in 2007, based on 12/31/06 assets under management, according to Pensions & Investments, May 2007.

www.leggmason.com/individualinvestors

©2008 Legg Mason Investor Services, LLC Member FINRA, SIPC

FD2174 3/08 SR08-525

 

NOT PART OF THE SEMI-ANNUAL REPORT

 


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. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9. PURCHASES OF INCOME SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

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

 

  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

(a) (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.

 

Legg Mason Partners Income Trust

By:

  /s/ R. Jay Gerken
  (R. Jay Gerken)
  Chief Executive Officer of
  Legg Mason Partners Income Trust

Date: April 01, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:

  /s/ R. Jay Gerken
  (R. Jay Gerken)
  Chief Executive Officer of
  Legg Mason Partners Income Trust

Date: April 01, 2008

 

By:

  /s/ Frances M. Guggino
  (Frances M. Guggino)
  Chief Financial Officer of
  Legg Mason Partners Income Trust

Date: April 01, 2008