SecProbe.io

CORRESP
1
filename1.htm

Multi-Registrant

 Morgan, Lewis & Bockius LLP

One Federal Street

 Boston, MA
02110

 May 2, 2022

 VIA EDGAR

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, DC 20549

Attention: Jeff Long

Re:
 The Registrants (the “Registrants”) and Fund (the “Funds”) Listed in Annex A

 Dear Mr. Long:

 On behalf of the
Registrants,1 we are filing this letter to respond to the comments you delivered by telephone on March 24, 2022 on behalf of the Staff (the “Staff”) of the Securities and Exchange
Commission after the Staff’s review of the Funds’ annual reports to shareholders filed on Form N-CSR, in each case with respect to the fiscal year listed beside the name of the applicable Fund
in Annex A hereto. For convenience of reference, summaries of the comments of the Staff have been included herein.

1.    Comment (Western Asset Mortgage Opportunity Fund Inc.): The Fund offers securities on a delayed or continuous basis pursuant
to a registration statement on Form N-2. As an “A.2 Qualified” registrant, the Fund is permitted to use forward incorporation to include information in the registration statement. Form N-CSR Item 4 of Form N-2 requires financial highlights for the past ten fiscal years. However, the Fund’s annual report on Form
N-CSR includes only five years of financial highlights. Please include financial highlights for the sixth through tenth past fiscal years into the registration statement either by amending the annual report on
form N-CSR or by filing a supplemental prospectus under Rule 424(b) .

 Response: The
Registrant advises the Staff that, on behalf of the Fund, it will file a supplemental prospectus under Rule 424(b) containing the requested financial highlights.

2.    Comment (ClearBridge Large Cap Value Fund): In a response to comments delivered by the Staff in 2019, the Registrant stated
that certain disclosure regarding the Fund’s fulcrum fee would be added to the Fund’s prospectus in the form of an explanatory footnote to the fee table and additional risk disclosure in the section titled “More on fund management
– Management fee.” It does not appear that such disclosure was added. Please include such disclosure in the future.

1
 When used in the responses below, term “Fund” refers to the applicable Fund and the term
“Registrant” refers to the applicable Registrant listed beside the name of such Fund in Annex A.

 Response: The Registrant advises the Staff that the previously discussed disclosure was
unintentionally omitted from the Fund’s prospectus and will be added to the next annual update of the Fund’s prospectus.

3.    Comment (ClearBridge Large Cap Growth Fund): The Fund is classified as “diversified company” within the meaning of
Section 5(b)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”). Noting that securities of issuers representing over 5% of the value of the Fund’s total assets constituted over 25% of the value of Fund’s
total assets as of November 30, 2021, please describe how the Fund satisfies the diversification requirement under the 1940 Act.

Response: The Registrant advises the Staff that the securities of issuers representing over 5% of the value of the Fund’s total
assets as of November 30, 2021 constituted less than 25% of the value of Fund’s total assets at the time such securities were acquired. The Registrant further advises that the total value of such securities exceeded 25% of the value of
Fund’s total assets as of November 30, 2021 due to appreciation in the value of such securities after they were acquired by the Fund.

4.    Comment (ClearBridge International Growth Fund): The Fund is classified as a
“non-diversified company” within the meaning of Section 5(b)(1) of the 1940 Act. However, it appears that the Fund has been operating as a diversified company for over three years. If that is
correct, please confirm that the Fund will obtain shareholder approval before reverting to operating as a non-diversified company.

Response:    The Registrant acknowledges that the Fund has operated as a diversified company for over three years
and confirms that it will obtain shareholder approval before operating the Fund as a non-diversified company. The Registrant intends to identify the Fund as a diversified company in the next annual update of
the Fund’s prospectus.

 5.    Comment (Western Asset High Yield Fund): The Fund made distributions constituting return of
capital in the fiscal years ended May 31, 2020 and 2021. In addition, in the Fund’s Form N-CEN for the period ended May 31, 2021, Item B.23 indicates that the company did not pay any dividend or
make any distribution in the nature of a dividend payment required to be accompanied by a written statement pursuant to Section 19(a) of the Act and Rule 19a-1 thereunder. Please confirm that the
distributions referenced above were made in compliance with Section 19(a) of the 1940 Act.

 Response: The Registrant confirms
that the distributions by the Fund in the fiscal years ended May 31, 2020 and 2021 were made in compliance with Section 19(a) of the 1940 Act. Section 19(a) and Rule 19a-1 generally require a
registered investment company to accompany dividend payments to shareholders with a written statement indicating what portion of the payment was made from net income, undistributed net profits or paid-in
capital, if any portion of the payment is derived from any source other than net income. Recognizing that specific sources of each distribution may not be definitely determined until the end of the company’s fiscal year, Rule 19a-1(e) provides that a registered investment company is to “reasonably estimate” those sources and if any

 2

such estimate is subsequently ascertained to be inaccurate in a significant amount, the company is required to make a correction by a written statement pursuant to Section 19(a) or in the
first report to shareholders following discovery of the inaccuracy.

 The Fund declares dividends from any net income daily and pays them monthly. At the
time each distribution was made during the fiscal years ended May 31, 2020 and 2021, the Fund, in accordance with Rule 19a-1(e) and related SEC statements, used its reasonable best estimate to determine
the source of the dividends to be paid. The Fund’s estimate was that applicable distributions would be solely distributions of net income. After tax calculations were completed at the end of each of the fiscal years ended May 31, 2020 and
2021, due to losses from the Fund’s currency exposure, a portion of the Fund’s dividends was identified as return of capital. In accordance with Rule 19a-1(e), the Fund disclosed the
reclassifications in the Fund’s annual shareholder reports for fiscal years ended May 31, 2020 and 2021. The Fund also filed a Form 8937, reflecting the return of capital, which is accessible to shareholders from “Tools &
Resources—Tax Center” of the Fund’s website.

 6.    Comment (Western Asset Managed Municipals Fund, Western
Asset Intermediate-Term Municipals Fund): The Funds’ annual reports on Form N-CSR disclose purchase and sale transactions made in accordance with Rule 17a-7 under
1940 Act. In future filings, please also disclose the aggregate gain or loss realized in connection with such transactions. See FASB ASC 850-10-50.

Response: The Registrant advises that as disclosed within Note 2, the Registrant’s Rule
17a-7 transactions involve short-term variable rate demand obligations purchases and sales. These instruments are generally purchased and sold at par and, therefore, each Fund has not realized gain or loss in
such transactions. There were also long-term bond 17a-7 purchase transactions during the period for each Fund. The Registrant advises that if a Fund were to realize any gain or loss in Rule 17a-7 transactions, those gains or losses would be disclosed.

 7.    Comment (Western Asset
Middle Market Income Fund Inc.): Footnote 2 to the financial highlights in the Fund’s annual reports on Form N-CSR refers to reimbursement from the fund accounting agent for an NAV error. Please
supplementally describe the circumstances that led to the NAV error and the amount of the error. Please also describe the steps taken in an effort to ensure that a similar error will not occur in the future.

Response: The Fund’s NAV was overstated due to an incorrect price applied to the valuation of a bank loan by the Fund’s
accounting agent. An incorrect security identifier resulted in the wrong price applied to the security. The error was discovered by management during a review of valuation. The error was between 43-54 bps
during the error period. The error resulted in a loss to the Fund of $15,338 due to shares being tendered during the error period, which was reimbursed by the accounting agent. The Registrant has been advised by the accounting agent that it has
reinforced and enhanced controls in place to detect this type of error including enhanced security master controls and day over day price reviews.

 3

 8.    Comment (Western Asset Global High Yield Bond Fund): Footnote 4 to the financial
highlights for Class C1 shares in the Fund’s annual reports on Form N-CSR refers a payment by an affiliate to reimburse for an NAV error. Please supplementally describe the circumstances that led to
the NAV error and the amount of the error. Please indicate whether the error affected only Class C1 shares. Please also describe the steps taken in an effort to ensure that a similar error will not occur in the future.

Response: The Registrant advises the Staff that the error was discovered during a routine review of invoices that a financial
intermediary had incorrectly invoiced the Fund for recordkeeping services relating to client accounts maintained on the records of such financial intermediary over an extended period. The error was due to the intermediary failing to change the
applicable fee rate for shares that were no longer subject to a contingent deferred sales charge. The matter was disclosed to the Fund’s board, amounts believed to have been incorrectly paid by the Fund during the period were identified, and
the Fund was reimbursed for such amounts. Management also did a look-back review of charges incurred by the Fund in connection with recordkeeping services provided by other financial intermediaries and determined this to have been an isolated
incident related to one financial intermediary. The total amount reimbursed to the Fund in connection with this error was less than $3,500. Due to the relatively small amount of assets invested in Class C1 shares of the Fund, the error was
material only with respect that that one class of the Fund.

 9.    Comment (Government Portfolio, Liquid Reserves Portfolio,
Treasury Reserves Portfolio): The Funds’ manager waived fees and/or reimbursed expenses in an amount equal to the management fees otherwise payable by the Funds during the fiscal year ended August 31, 2021. As the manager is permitted to
recapture such waived and/or reimbursed amounts, please confirm that any amounts recaptured by the manager with respect to a Fund would be subject to the lower of the Fund’s expense limitation in effect at the time the fees were earned or the
amount waived or reimbursed by the manager.

 Response: The Registrant confirms that any amounts recaptured by the manager with
respect to a Fund would be subject to the expense limitation in effect at the time the amounts were waived or reimbursed.

10.    Comment (Legg Mason- and ClearBridge-branded Funds): In future filings, please disclose in the Notes to Financial Statements
the amounts subject to recapture by year in future years. See FASB ASC 946-20-05-08.

Response: The Registrant advises the Staff that Funds with fee waivers available to recapture in future years do disclose recapture
amounts by year. The Legg Mason and ClearBridge branded funds that were reviewed by the Staff only allow for recapture within the fiscal year that fees were waived. Such Funds cannot recapture fees waived in prior fiscal periods.

11.    Comment (Western Asset Intermediate Municipals Fund Inc.): The Financial Highlights in the Fund’s annual report on Form
N-CSR express some expense ratios to three decimal places, while others are expressed to two decimal places. In the future, please present this information using a consistent number of decimal places. See
Instruction 4 to Item 4 of Form N-2.

 4

 Response: The Fund advises the Staff that this was the result of a printer error. The
marker for footnote 9 was improperly formatted in the Edgarized document and appears in the third decimal place. The marker should have been superscript.

12.    Comment (BrandywineGLOBAL – Global Unconstrained Bond Fund): A footnote to the fee table in the Fund’s prospectus
states that other expenses for Class A and Class IS shares were restated to exclude fees recaptured pursuant to the Fund’s expense limitation arrangements. Please explain why these fees exclude the recaptured amounts if additional
amounts waived or reimbursed by the manager remain available for recapture.

 Response: The Registrant notes that Instruction
3(d)(ii) to Item 3 of Form N-1A provides that if there have been any changes in “Annual Fund Operating Expenses” that would materially affect the information disclosed in the fee table, a fund may
(A) restate the expense information using the current fees as if they had been in effect during the previous fiscal year; and (B) in a footnote to the table, disclose that the expense information in the table has been restated to reflect
current fees. The Registrant advises the Staff that, because the recapture of fees payable was not expected to be material for the Fund in future periods, these expenses are restated in the fee table of the Fund’s prospectus to reflect the
current fees in accordance with Instruction 3(d)(ii) and that the expenses recaptured in the prior fiscal year are disclosed in Footnote 6 to the fee table. In no event will any class’s total annual operating expenses exceed the applicable
limit described in the Fund’s prospectus or any other lower limit then in effect.

 13.    Comment (9/30 FYE Funds): The
Funds’ annual reports on Form N-CSR did not include liquidity risk management program disclosure required by Item 27(d)(6) of Form N-1A.

Response: The Registrant advises the Staff that the requested disclosure will be included in the March 31, 2022 semi-annual
reports filed by the Funds.

 14.    Comment (ClearBridge Energy Midstream Opportunity Fund Inc., ClearBridge MLP and Midstream
Fund Inc., ClearBridge MLP and Midstream Total Return Fund Inc.): The statement of operations in each Fund’s annual report on Form N-CSR presents realized and unrealized gains (loss) net of income tax.
However, Item 6-07(70(d) of Regulation S-X indicates that the statement of operations should also present unrealized gain (loss) on a gross basis and should separately
state applicable income taxes. Please include this disclosure in future filings.

 Response: Each Registrant advises the Staff that
the Funds will present unrealized gain (loss) on a gross basis and separately state applicable income taxes in future filings, but notes that there were no income taxes to disclose in the relevant filings.

Please contact the undersigned at 617-951-8267 with any questions or comments
you might have regarding the above.

Sincerely,

/s/ Barry N. Hurwitz

 5

 Annex A

 Registrant

 1940
Act

File No.

 Fund

 Fiscal Year

Western Asset Investment Grade Income Fund Inc.

811-02351

Western Asset Investment Grade Income Fund Inc.

12/31/2021

Legg Mason Partners Money Market Trust

811-04052

Western Asset Government Reserves

8/31/2021

Legg Mason Partners Income Trust

811-04254

Western Asset Oregon Municipals Fund

4/30/2021

Western Asset Intermediate Maturity New York Municipals Fund

11/30/2021

Western Asset Municipal High Income Fund

7/31/2021

Western Asset