SecProbe.io

CORRESP
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 filename1.htm

 CORRESP

 Morgan, Lewis & Bockius LLP
 One Federal Street Boston, MA
02110 May 30, 2025 VIA EDGAR
 Securities and Exchange Commission Division of Investment
Management 100 F Street, N.E. Washington, DC 20549
 Attention: David Manion, CPA, CAIA

 Re:
 The Registrants (the “Registrants”) and Funds (the “Funds”) Listed in Annex A
 Dear Mr. Manion: On behalf of the
Registrants, 1 we are filing this letter to respond to the comments you delivered by telephone on April 15, 2025 on behalf of the Staff (the “Staff”) of the Securities and Exchange
Commission after the Staff’s review of certain filings made by the Funds, 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. 2 1. Comment (Western Asset Premier Bond Fund): As of
December 31, 2024, the Fund held several CLO positions that were valued at par. Given the prevailing interest rate environment and the credit profile of the underlying investments, please explain why the fair value of these securities should be
their par value, and what factors and inputs led to the reported valuations. Response: The Registrant notes that the Fund held
five CLOs that were valued at par as of December 31, 2024. Each security was valued in accordance with applicable Rule 2a-5 valuation procedures. The Registrant notes that four of these securities were
externally priced by an approved pricing vendor at par, and the fifth was fair valued at cost based on recent trade at par pending vendor coverage. Accordingly, the Registrant believes that such CLOs were valued appropriately.
 2. Comment (Western Asset Intermediate Muni Fund): Please confirm whether the Rule 17a-7 transactions executed
by the Fund during the reporting period resulted in any realized gains or losses. Please provide details of any gains or losses generated by these types of transactions in future financial statements.

 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.

 2
 Unless otherwise indicated, any reference to a “Section” or a “Rule” relates, as
applicable, to a section of the Investment Company Act of 1940, as amended, or to a rule thereunder.

 Response: The Registrant advises the Staff that the identified transactions were
related to variable rate demand notes and did not result in any realized gains or losses. The Registrant will provide details regarding any gains and losses generated by these types of transactions in future financial statements.
 3. Comment (Funds that engaged in dollar roll and TBA transactions, e.g., Western Asset Mortgage Total Return Fund and Western Asset Total Return
Unconstrained Fund): Please consider breaking out receivables and/or payables related to dollar roll or TBA transactions separately from other liabilities in the statement of assets and liabilities.
 Response : The Registrant advises the Staff that it will break out receivables and payables, as applicable, relating to dollar roll and
TBA transactions separately from other liabilities in the statement of assets and liabilities in future reports. 4. Comment (BrandywineGLOBAL
– Flexible Bond Fund): As of December 31, 2024, the Fund held common stock of New Fortress Energy Inc. that had an assigned cost of $0. Please explain how the Fund acquired these shares and why no cost was assigned to them. Please include
a discussion of how cost basis is assigned to securities received as a result of corporate actions and/or credit events, and cite relevant U.S. Generally Accepted Accounting Principles (GAAP).
 Response : The Registrant advises the Staff that common shares in New Fortress Energy were received as a form of consent payment to
supporting bond holders in late 2024 when the company exchanged multiple tranches of then outstanding notes for new notes. The Registrant believes the transaction was treated as a debt extinguishment under ASC 470 by the borrower, and the common
shares received were a form of non-cash consideration under the same standard. Under ASC 310-20, the Registrant believes the cost of common shares received should have
been set to fair value on the date of the transaction and in accordance with the terms of the exchange, with the fair value of non-cash consideration received included in gain/loss on the extinguishment of the
original notes. The Registrant notes that the non-cash consideration is not material to the Fund. 5.
 Comment (Funds that hold senior loans, e.g., BrandywineGLOBAL – Global Opportunities Bond Fund and Western Asset Global Corporate Opportunity Fund Inc.): Please confirm whether the Funds have any unfunded loan commitments. If so, briefly
describe the accounting treatment for such unfunded commitments and refer to any applicable U.S.GAAP. Response : The Registrant
advises the Staff that the identified Funds did not have any unfunded loan commitments as of the date of the Funds’ financial statements. 6.
 Comment (Funds that hold senior loans that contributed significantly to performance, e.g., Western Asset Income Fund): Please confirm whether the Funds have any material investments in equity tranches of CLOs. If so, please include a
discussion of how income from these investments is accrued and cite applicable U.S. GAAP supporting the accounting treatment.

 Response : The Registrant advises the Staff that the Funds do not have any material
investments in equity tranches of CLOs. Investments in such securities by other Funds are also not significant (at most, not more than 2-3% of the Fund’s net asset value). Income from such positions has
been immaterial, and the Registrant believes it is appropriate to record any such income on a cash basis. 7. Comment : The Funds have an
arrangement with their custodian bank whereby a portion of a Fund’s custodian fees are offset by credits earned on the Fund’s cash balances deposited with the custodian. Please discuss the accounting treatment for custodian fees that are
partially offset by credits earned on Fund cash balances deposited with the custodian. Also, please confirm that the Funds comply with Regulation S-X Rule 6-07(2)(g).
Please discuss the accounting treatment for custodian fees that are partially offset by credits earned on Fund cash balances deposited with the custodian. Also, confirm that the Funds comply with Rule
 6-07(g)(2) of Regulation S-X. Response : The
Registrant advises the Staff that when custody credits are determined to be significant, such expense is presented on a gross basis on the income statement with an offsetting line item for fees earned indirectly (via custody credit offsets).
However, most Funds have less than 0.001% in custody credits earned and applied, so it is not often that a Fund will report these credits on the income statement in the manner described above.
 In addition, the Registrant confirms that the Funds comply with Regulation S-X Rule
 6-07(2)(g). 8. Comment : Please explain how the presentation of negative amounts in the statement of
operations and the statement of assets and liabilities is appropriate. (Refer to Rule 4-01(c) of Regulation S-X.)
 Response : Rule 4-01(c) of Regulation S-X provides that
negative amounts shall be shown in a manner that clearly distinguishes its negative attribute. The Registrant notes that negative amounts are shown in parenthesis in the Funds’ statements of operations and statements of assets and liabilities
to clearly distinguish their negative attributes, and respectfully submits that such presentation satisfies the requirements of Rule 4-01(c) of Regulation S-X.
 9. Comment : In future shareholder reports, please include the frequency of measurement (e.g., daily, monthly, quarterly, etc.) when disclosing average
volumes of derivative activity. Response : The Registrant advises the Staff that it will disclose in future reports the frequency
of measurement when disclosing average volumes of derivatives activity. Please contact the undersigned at 617-951-8267 with any questions or comments you might have regarding the above.

 Sincerely,

 /s/ Barry N. Hurwitz

 Annex A

 Registrant Name

 File #

 CIK

 Series Name

 Series ID

 FYE Reviewed

 BrandywineGLOBAL-Global Income Opportunities Fund Inc

 811-22491

 0001504545

 BrandywineGLOBAL-Global Income Opportunities Fund Inc

 10/31/2024

 Legg Mason Global Asset Management Trust

 811-22338

 0001474103

 BrandywineGLOBAL - Alternative Credit Fund

 S000043089

 10/31/2024

 BrandywineGLOBAL - Global Unconstrained Bond Fund

 S000031479

 10/31/2024

 ClearBridge International Growth Fund

 S000036166

 10/31/2024

 ClearBridge Small Cap Fund

 S000036165

 10/31/2024

 ClearBridge Value Fund

 S000036164

 10/31/2024

 Legg Mason Partners Investment Trust

 811-06444

 0000880366

 ClearBridge Appreciation Fund

 S000016651

 10/31/2024

 ClearBridge International Value Fund

 S000016247

 10/31/2024

 ClearBridge Large Cap Value Fund

 S000016669

 10/31/2024

 ClearBridge Mid Cap Fund

 S000004162

 10/31/2024

 ClearBridge Mid Cap Growth Fund

 S000029718

 10/31/2024

 ClearBridge Select Fund

 S000039065

 10/31/2024

 ClearBridge Small Cap Growth Fund

 S000016663

 10/31/2024

 ClearBridge Sustainability Leaders Fund

 S000048737

 10/31/2024

 ClearBridge Tactical Dividend Income Fund

 S000016241

 10/31/2024

 Franklin Global Equity Fund

 S000016668

 10/31/2024

 Western Asset Global Corporate Opportunity Fund Inc.

 811-22334

 0001472341

 Western Asset Global Corporate Opportunity Fund Inc.

 10/31/2024

 Western Asset Municipal High Income Fund Inc.

 811-05497

 0000830487

 Western Asset Municipal High Income Fund Inc.

 10/31/2024

 ClearBridge Energy Midstream Opportunity Fund Inc.

 811-22546

 0001517518

 ClearBridge Energy Midstream Opportunity Fund Inc.

 11/30/2024

 Legg Mason Partners Income Trust

 811-04254

 0000764624

 Western Asset Intermediate Maturity New York Municipals Fund

 S000016625

 11/30/2024

 Western Asset Massachusetts Municipals Fund

 S000016629

 11/30/2024

 ClearBridge Large Cap Growth Fund

 S000004161

 11/30/2024

 Franklin U.S. Large Cap Equity Fund

 S000022091

 11/30/2024

 LMP Capital & Income Fund Inc.

 811-21467

 0001270131

 LMP CAPITAL & INCOME FUND INC.

 11/30/2024

 Western Asset Inflation-Linked Income Fund

 811-21403

 0001254370

 WESTERN ASSET INFLATION-LINKED INCOME FUND

 11/30/2024

 Western Asset Inflation-Linked Opportunities & Income Fund

 811-21477

 0001267902

 WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND

 11/30/2024

 Western Asset Intermediate Muni Fund Inc.

 811-06506

 0000882300

 WESTERN ASSET INTERMEDIATE MUNI FUND INC.

 11/30/2024

 Western Asset Investment Grade Opportunity Trust Inc.

 811-22294

 0001462586

 Western Asset Investment Grade Opportunity Trust Inc.

 11/30/2024

 Legg Mason Global Asset Management Trust

 811-22338

 0001474103

 BrandywineGLOBAL - Flexible Bond Fund

 S000053934

 12/31/2024

 BrandywineGLOBAL - Global Opportunities Bond Fund

 S000036894

 12/31/2024

 Franklin U.S. Small Cap Equity Fund

 S000036895

 12/31/2024

 Registrant Name

 File #

 CIK

 Series Name

 Series ID

 FYE Reviewed

 Legg Mason Partners Income Trust

 811-04254

 0000764624

 Western Asset Corporate Bond Fund

 S000016627

 12/31/2024

 Western Asset Mortgage Total Return Fund

 S000016649

 12/31/2024

 Western Asset Short-Term Bond Fund

 S000016639

 12/31/2024

 ClearBridge Dividend Strategy Fund

 S000016665

 12/31/2024

 Legg Mason Partners Variable Equity Trust

 811-21128

 0001176343

 ClearBridge Variable Appreciation Portfolio

 S000017013

 12/31/2024

 ClearBridge Variable Dividend Strategy Portfolio

 S000008304

 12/31/2024

 ClearBridge Variable Growth Portfolio

 S000016933

 12/31/2024

 ClearBridge Variable Large Cap Growth Portfolio

 S000016935

 12/31/2024

 ClearBridge Variable Large Cap Value Portfolio

 S000017019

 12/31/2024

 ClearBridge Variable Mid Cap Portfolio

 S000016937

 12/31/2024

 ClearBridge Variable Small Cap Growth Portfolio

 S000017007

 12/31/2024

 Franklin Multi-Asset Variable Conservative Growth

 S000017009

 12/31/2024

 Franklin Multi-Asset Variable Growth

 S000017011

 12/31/2024

 Franklin Multi-Asset Variable Moderate Growth

 S000017010

 12/31/2024

 Legg Mason Partners Variable Income Trust

 811-06310

 0000874835

 Western Asset Core Plus VIT Portfolio

 S000016930

 12/31/2024

 Western Asset Variable Global High Yield Bond Portfolio

 S000017004

 12/31/2024

 Western Asset Emerging Markets Debt Fund Inc.

 811-21343

 0001227862

 WESTERN ASSET EMERGING MARKETS DEBT FUND INC.

 12/31/2024

 Western Asset Funds Inc

 811-06110

 0000863520

 Western Asset Core Bond Fund

 S000000713

 12/31/2024

 Western Asset Core Plus Bond Fund

 S000000714

 12/31/2024

 Western Asset Inflation Indexed Plus Bond Fund

 S000000715

 12/31/2024

 Western Asset Investment Grade Income Fund Inc.

 811-02351

 0000075398

 Western Asset Investment Grade Income Fund Inc.

 12/31/2024

 Western Asset Mortgage Opportunity Fund Inc.

 811-22369

 0001478102

 Western Asset Mortgage Opportunity Fund Inc.

 12/31/2024

 Western Asset Premier Bond Fund

 811-10603

 0001163792

 WESTERN ASSET PREMIER BOND FUND

 12/31/2024

 Legg Mason Partners Income Trust

 811-04254

 0000764624

 Western Asset Ultra-Short Income Fund

 S000016624

 5/31/2024

 Western Asset Funds Inc

 811-06110

 0000863520

 Western Asset High Yield Fund

 S000000716

 5/31/2024

 Western Asset Intermediate Bond Fund

 S000000711

 5/31/2024

 Western Asset Total Return Unconstrained Fund

 S000012738

 5/31/2024

 Western Asset Global High Income Fund Inc.

 811-21337

 0001228509

 WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 5/31/2024

 Western Asset High Yield Defined Opportunity Fund Inc.

 811-22444

 0001497186

 Western Asset High Yield Defined Opportunity Fund Inc.

 5/31/2024

 Western Asset Managed Municipals Fund Inc.

 811-06629

 0000886043

 WESTERN ASSET MANAGED MUNICIPALS FUND INC.

 5/31/2024

 Legg Mason Partners Income Trust

 811-04254

 0000764624

 Western Asset Income Fund

 S000008972

 7/31/2024

 Western Asset Municipal High Income Fund

 S000008976

 7/31/2024

 Western Asset Short Duration High Income Fund

 S000008975

 7/31/2024

 Registrant Name

 File #

 CIK

 Series Name

 Series ID

 FYE Reviewed

 Legg Mason Partners Institutional Trust

 811-06740

 0000889512

 Western Asset Institutional Government Reserves

 S000016858

 8/31/2024

 Western Asset Institutional Liquid Reserves

 S000008908

 8/31/2024

 Western Asset Institutional U.S. Treasury Obligations Money Market Fund

 S000041891

 8/31/2024

 Western Asset Institutional U.S. Treasury Reserves

 S000008910

 8/31/2024

 Western Asset Select Tax Free Reserves

 S000008909

 8/31/2024

 Legg Mason Partners Investment Trust

 811-06444

 0000880366

 ClearBridge Growth Fund

 S000016235

 8/31/2024

 Legg Mason Partners Money Market Trust

 811-04052

 0000747576

 Western Asset Government Reserves

 S000016623

 8/31/2024

 Legg Mason Global Asset Management Trust

 811-22338

 0001474103

 BrandywineGLOBAL - Diversified US Large Cap Value Fund

 S000029727

 9/30/2024

 ClearBridge Global Infrastructure Income Fund

 S000053331

 9/30/2024

 Franklin International Equity Fund

 S000036893

 9/30/2024

 Martin Currie Emerging Markets Fund

 S000049068

 9/30/2024

 Legg Mason Partners Investment Trust

 811-06444

 0000880366

 Franklin S&P 500 Index Fund

 S000004163

 9/30/2024

 Western Asset High Income Opportunity Fund Inc.

 811-07920

 0000910068

 WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.

 9/30/2024

CORRESP
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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

CORRESP
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SEC Response Letter

 Morgan, Lewis & Bockius LLP

One Federal Street

 Boston, MA
02110

 April 9, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Investment Management

 100 F Street, NE

Washington, D.C. 20549

Re:
 Legg Mason-Sponsored Funds Preliminary Proxy Statements

Ladies and Gentlemen:

 On behalf of each of the
registrants in the Legg Mason-Sponsored Funds fund complex listed on Appendix A attached hereto (each, a “Registrant”), we enclose herewith pursuant to Rule 20a-1 under the Investment Company
Act of 1940, as amended, and Rule 14a-6(h) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a revised preliminary copy of each of the letter to shareholders, notice of special
meeting, joint proxy statement and form of proxy card to be used in connection with the special meeting of shareholders of each Registrant, marked to show changes from the preliminary proxy statement filed by each Registrant on March 25, 2020.

 The purpose of the meetings to which the enclosed materials relate is to solicit shareholder approval of the following proposals:
(i) to approve a new management agreement; and (ii) to approve new subadvisory agreement(s).

 Pursuant to Rule 14a-6(d) under the 1934 Act, definitive copies of the enclosed materials are intended to be released to shareholders on or about April 14, 2020. Accordingly, as discussed with Mr. David Orlic of the Staff
of the Division of Investment Management of the Securities and Exchange Commission (the “Commission”), we would appreciate it if the Staff would please confirm as soon as possible that the Registrants may release such definitive materials
to shareholders.

 As discussed with Mr. Orlic, the registrants in the Legg Mason-Sponsored Funds fund complex listed in Appendix B
attached hereto confirm that they will file definitive proxy statements that contain disclosure that, except for matters specific to a Registrant, series of a Registrant (a “Fund”), and/or Board, is substantially similar to the disclosure
contained in the revised preliminary proxy statement filed herewith.

 This letter also responds to comments we received from
Mr. Orlic regarding the preliminary proxy statement filed by each Registrant on March 25, 2020. Following are the Staff’s comments with respect to the preliminary proxy statements and the Registrants’ responses thereto:

1.

Comment:

The Staff noted that Saba Capital Management, L.P. filed a preliminary proxy statement in opposition to the proposals in the preliminary proxy statement filed by Western Asset Global High Income Fund Inc. The Staff requested that
the Registrant advise the Staff how that will be addressed in the Fund’s proxy statement.

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Response:

The Registrants acknowledge that a preliminary proxy statement has been filed in opposition to the proposals in Western Asset Global High Income Fund Inc.’s preliminary proxy statement. The Registrants also are aware that
another proxy statement has been filed by another shareholder. The Registrants have added disclosure noting that certain parties have indicated their opposition to the proposals to approve new management and subadvisory agreements with respect to
certain funds, that shareholders may receive solicitation materials, including proxy statements and proxy cards from such other parties, that the Funds request that shareholders not sign or return or vote on any color proxy cards other than a white
proxy card provided with the Funds’ proxy statement, that even if a shareholder votes for the proposals on a color proxy card, the holder of the color proxy card may seek to prevent a shareholder’s shares from being counted as present and
voted at the meeting, and that the Funds request that shareholders only vote the white proxy card to ensure their vote is counted.

2.

Comment:

The Staff noted that that disclosure in each proxy statement under Board Evaluation states that the disclosure was provided in preliminary draft form and will be superseded by definitive proxy materials to be filed at a later date.
The Staff requested that the Registrants file a revised preliminary proxy statement that includes definitive Board Evaluation disclosure.

Response:

A revised preliminary proxy statement for the Registrants that includes definitive Board Evaluation disclosure is filed herewith. As noted above, the registrants in the Legg Mason-Sponsored Funds fund complex listed in Appendix B
attached hereto confirm that they will file definitive proxy statements that contain disclosure that, except for matters specific to a Fund and/or Board, is substantially similar to the disclosure contained in the revised preliminary proxy statement
filed herewith.

3.

Comment:

The Staff requested that the revised preliminary proxy statements and revised forms of proxy card be marked to show changes from the initial preliminary materials, in accordance with Rule
14a-6(h).

Response:

A revised preliminary proxy statement and a revised form of proxy card, each marked to show changes from the initial preliminary materials, are attached hereto.

4.

Comment:

The Staff requested that the Registrants delete the reference to votes being cast for nominees that was inadvertently included in the form of proxy card included in the preliminary proxy statement filings.

Response:

The Registrants have deleted the statement referred to by the Staff from the form of proxy card.

5.

Comment:

The Staff requested that the applicable Registrants reconcile the statements on the form of insurance company voting instruction card that (i) if no direction is made, the votes attributable to the voting instruction card will
be voted for the proposals, and (ii) shares of the Fund(s) for which no instructions are received will be voted in the same proportion as votes for which instructions are received for the Fund(s).

Response:

The Registrants have deleted from the form of voting instruction card the statement that shares of the Fund(s) for which no instructions are received will be voted in the same proportion as votes for which instructions are received
for the Fund(s).

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6.

Comment:

The Staff noted that the Registrants state in each proxy statement that the inspectors of election will treat abstentions and “broker non-votes” as present for purposes of
determining a quorum. The Staff noted that the proposals in the proxy statement are non-routine proposals with respect to which a broker does not have discretionary voting power. The Staff noted that under
NYSE Rules 450-460, if a beneficial owner does not give its broker voting instructions with respect to which the broker does not have discretionary voting power, the broker may not deliver a proxy to the fund
and the shares accordingly will not be present at the meeting. That is, it appears that it will never be the case under these facts that a broker that has not received instructions from the beneficial owner will vote on one proposal but not the
other (“broker non-votes”). See NYSE Rule 452.13. Accordingly, the Staff requested that the Registrants remove the reference to broker non-votes in this sentence.

Response:

The Registrants have removed the reference to broker non-votes in the sentence referred to by the Staff.

7.

Comment:

The Staff noted that in each proxy statement, the Registrants state that “in the event of any inconsistency between this Joint Proxy Statement and the agreements described herein, the agreements will control.” The Staff
noted that the Registrants have an obligation to accurately summarize the agreements, and requested that the Registrants eliminate the suggestion that they have not done so.

Response:

The Registrants have deleted the statement referenced by the Staff.

8.

Comment:

The Staff requested that the Registrants revised the disclosure with respect to Section 15(f) of the 1940 Act to disclose each Board’s determination that there will be no “unfair burden” on the Funds pursuant to
Section 15(f).

Response:

The Registrants note that Section 15(f) does not require that a Board determine that the Transaction would not impose an “unfair burden” on any Fund. Accordingly, the Boards did not make that specific determination.
However, the Registrants note that, as indicated in the disclosure, the Boards have not been advised by the Legg Mason or Franklin Templeton of any circumstances arising from the Transaction that might result in the imposition of an “unfair
burden” and that Franklin Templeton has advised each Board that Franklin Templeton will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be met with respect
to the Transaction. The Registrants respectfully submit that no change to the disclosure is required.

9.

Comment:

The Staff requested that the Registrants confirm that the disclosure in each proxy statement with respect to information regarding other funds advised by the Managers and Subadvisers contains all of the information required by Item
22(c)(10) of Schedule 14A.

Response:

Each Registrant confirms that the disclosure in its proxy statement regarding information with respect to other funds advised by the Managers and Subadvisers contains all of the information required by Item 22(c)(10) of Schedule
14A.

 Please call the undersigned at (617) 951-8458 with any questions.

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 Sincerely,

/s/ Jeremy Kantrowitz

Jeremy Kantrowitz

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 Appendix A

 BrandywineGLOBAL– Global Income Opportunities Fund Inc.

(File No. 811-22491)

 Clarion Partners Real Estate Income Fund Inc.

(File No. 811-23408)

 ClearBridge Energy Midstream Opportunity Fund Inc.

(File No. 811-22546)

 ClearBridge MLP and Midstream Fund Inc.

(File No. 811-22405)

 ClearBridge MLP and Midstream Total Return Fund Inc.

(File No. 811-22693)

 LMP Capital and Income Fund Inc.

(File No. 811-21467)

 Western Asset Corporate Loan Fund Inc.

(File No. 811-08985)

 Western Asset Emerging Markets Debt Fund Inc.

(File No. 811-21343)

 Western Asset Global Corporate Defined Opportunity Fund Inc.

(File No. 811-22334)

 Western Asset Global High Income Fund Inc.

(File No. 811-21337)

 Western Asset High Income Fund II Inc.

(File No. 811-08709)

 Western Asset High Income Opportunity Fund Inc.

(File No. 811-07920)

 Western Asset High Yield Defined Opportunity Fund Inc.

(File No. 811-22444)

 Western Asset Intermediate Muni Fund Inc.

(File No. 811-06506)

 Western Asset Investment Grade Defined Opportunity Trust Inc.

(File No. 811-22294)

 Western Asset Managed Municipals Fund Inc.

(File No. 811-06629)

 Western Asset Middle Market Debt Fund Inc.

(File No. 811-22734)

 Western Asset Middle Market Income Fund Inc.

(File No. 811-22582)

 Western Asset Mortgage Opportunity Fund Inc.

(File No. 811-22369)

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 Western Asset Municipal Defined Opportunity Trust Inc.

(File No. 811-22265)

 Western Asset Municipal High Income Fund Inc.

(File No. 811-05497)

 Western Asset Municipal Partners Fund Inc.

(File No. 811-07362)

 Western Asset Variable Rate Strategic Fund Inc.

(File No. 811-21609)

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 Appendix B

 Legg Mason Global Asset Management Trust

(File No. 811-22338)

 Legg Mason Partners Equity Trust

(File No. 811-06444)

 Legg Mason ETF Investment Trust

(File No. 811-23096)

 Legg Mason Partners Variable Equity Trust

(File No. 811-21128)

 Legg Mason Partners Income Trust

(File No. 811-04254)

 Western Asset Funds, Inc.

(File No. 811-06110)

 Legg Mason Partners Institutional Trust

(File No. 811-06740)

 Legg Mason Partners Money Market Trust

(File No. 811-04052)

 Legg Mason Partners Premium Money Market Trust

(File No. 811-05812)

 Master Portfolio Trust

(File No. 811-10407)

 Legg Mason Partners Variable Income Trust

(File No. 811-06310)

 Western Asset Investment Grade Income Fund Inc.

(File No. 811-02351)

 Western Asset Premier Bond Fund

(File No. 811-10603)

CORRESP
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LM BW GLOBAL INCOME OPPORTUNITIES FUND INC

Global Markets & Investment Banking

 One Bryant Park – 8th Floor

 New York, New York 10036

 646-855-6780

 March 23, 2012

 Valerie J. Lithotomos

 U.S. Securities and Exchange Commission

Division of Investment Management

 100 F Street,
NE

 Washington, DC 20549

 Legg Mason BW Global Income Opportunities Fund Inc.

 Registration
Statement on Form N-2

 File Nos. 333-170320 and 811-22491

 Dear Ms. Lithotomos:

 Pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act of 1933, as amended, we, on behalf of the several underwriters, wish to advise you that distribution of the Registration Statement on Form N-2 as filed on February 24, 2012 and the Preliminary Prospectus
dated February 24, 2012, began on February 24, 2012 and is expected to conclude at approximately 5:00 p.m., Eastern Time, on March 27, 2012, with anticipated distribution results as follows: a limited number of Registration Statements
have or will be sent to underwriters and approximately 63,000 copies of the Preliminary Prospectus have or will be sent to underwriters, dealers and institutions.

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of the underwriters of the offering of shares of common stock of
the Trust, hereby joins in the request of the Trust for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 10:00 a.m., Eastern Time, on March 27, 2012 or as soon thereafter as
practicable.

Sincerely,

 MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

On behalf of the Several Underwriters

 By: MERRILL LYNCH, PIERCE, FENNER & SMITH

           INCORPORATED

By:

 /s/ Michele A.H. Allong

Name:

Michele A.H. Allong

Title:

Vice President

 Legg Mason BW Global Income Opportunities Fund Inc.

620 Eighth Avenue, 49th Floor

 New York, NY 10018

 March 23, 2012

VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Mailstop 4720, Washington, D.C. 20549

Attn.: Valerie J. Lithotomos, Senior Counsel

Re:
Legg Mason BW Global Income Opportunities Fund Inc.

 the Registration Statement on Form N-2,

 File Nos. 333-170320 and
811-22491

 Dear Ms. Lithotomos:

 Legg Mason BW Global Income Opportunities Fund Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the effective date of the
above-referenced Registration Statement on Form N-2 be accelerated so that the Registration Statement may become effective at 10:00 am, Eastern Time, on March 27, 2012, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the
above-referenced Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 We request that we be notified of such
effectiveness by telephone call to Sarah Cogan of Simpson Thacher & Bartlett LLP at (212) 455-3575.

Very truly yours,

LEGG MASION BW GLOBAL INCOME OPPORTUNITIES FUND INC.

By:

 /s/ Robert I. Frankel

Name:

Robert I. Frenkel

Title:

Chief Legal Officer and Secretary

January 12, 2011
  Sarah Cogan, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY   10017

Re: Legg Mason BW Global Income
 Opportunities Fund Inc.
    File Nos.  333 -170320; 811 -22491

Dear Ms. Cogan:

We have reviewed  the registration statement on Form N -2 for the Legg Mason
BW Global Income Opportunities  Fund, Inc. (the “Fund”) .  We have the following
comments :

Prospectus Cover Page

 Investment Objectives  and Strategies

1. Please advise the staff whether the FINRA has reviewed and approved the terms
of the underwriting agreement.  Also, on the cover page, please add risk disclosure attendant to  investing in junk bonds and state that an unlimited amount of the Fund’s
assets may be invested in derivatives.

 Pricing T able
 2. Please explain why footnote 1 states that the advisor “may pay” versus “will pay”
certain fees .  Also, please conform the pricing table to the requirements of Form N -2.  In
that regard, please delete the line item stating “Estimated offering expen ses.”

Leverage
 3. Please disclose whether the Fund expects to obtain a line of credit (borrowing)
from a financial institution, and, if so, what are the terms that materially affect the Fund (e.g., any pledge of assets or limits on portfolio instruments) .  Also, please disclose

 2
whether the Fund will leverage through reverse repurchase agreements, and, if so, state
how.
Prospectus Summary

 Investment Strategies and Policies
 4. Please disclose that at least 40% of Fund assets will be invested in foreign
countries.
 5. Please disclose that alternative strategies will be part of temporary defensive
measures.

 Leverage
 6. Please disclose whether “currency exposure” will be through investing in
forwards, futures, and other derivatives, and whether these investments will be part of the 80% investment in “fixed income.”

 Derivatives
 7. Please disclose whether the Fund may use derivatives for speculative purposes or
merely for hedging.
 8. Please be more specific in the disclosure regarding derivatives  and their use ,
including but not limited to any percentage limitation on the use of  specific derivatives.
See Letter to Investment Company Inst itute, “Derivatives -Related Disclosures by
Investment Companies”  (July 30, 2010).

Selected Risk Considerations
 9. Please clarify whether the section titled “Distressed Investments” should read
“Distressed Investments Risk.”
 10. Please add a section regarding counterparty risk that discuss es the
creditworthiness of a counterparty and discloses the percentage limit ation on assets that
may be invested in any one counterparty.

Summary of Fund Expenses

11. Given that there are no acquired fund fees and expenses shown in the fee table,
please confirm to the staff in your response letter that the Fund will not make any
investments that may trigger the need for an acquired fund fees and expenses line item in the fee table.

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12. Please disclose whether the Fund  anticipate s investing in reverse repurchase
agreements and whether there are any other costs inherent with any o ther forms of
borrowing.  Also, please state whether there is a fundamental policy against such
investments.   13. If the Fund will engage in reverse repurchase agreements, p lease disclose in
footnote 4 (or the appropriate footnote) the  interest expenses associated with such use.
 14. Please remove the word “Estimated” from the line item “Estimated Annual
Expenses.”  Also, please place in a footnote the last sentence in the introductory paragraph which begins “The ‘Other Expenses’ shown in the table….”.

The Fund’s Investments
 15. In the section titled “Percentage Limitations,” please disclose what, if any, actions
the Fund will take  should the percentage limitations be exceeded on a going forward
basis.
16. In the first place the managed distribution pol icy is discussed, please disclose  that
a return of capital merely represents a return of a shareholder’s original investment and does not represent a gain or income on the Fund’s investments.

17. Please give a comprehensive list of all types of fixed inco me securities that are
material investments for the Fund.

18. Please disclose whether “fixed income securities” include “currency exposure
through the use of futures, forwards and other derivative instruments.”

19. Please disclose the consequences of the Fund not “covering” liquid assets by
segregation, namely, the Fund may use only one class of debt and it must meet the asset
coverage requirements of the Investment Company Act of 1940.

20. Please disclose the type  of credit default swaps the Fund will buy and sell, and
whether this will be based on the fixed income securities in the portfolio or on some other
basis.  Also, disclose the percentage limit the Fund may invest , based on the notional
amount.  Also, please disclose the risks to the Fund of  such  investments, and the risks of
offsetting the positions of counterparty defaults.  21. Please confirm that investments in zero coupon securities and payment -in-kind
securities will not be part of the 80% investment in fixed income securities.
 22 Please ex pand the section on “DIP Loans” to include the risks assumed in their
investments.
 23. Please delete the section titled “New Securities and Other Investment
Techniques.”

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24. Please review whether the section titled “Credit Default Swap Risk” adequately
conveys the material risk of loss to the Fund when the Fund writes the swap and the event occurs.
 25. Please disclose more fully how the managed distribution policy  is implemented.
 26. Please disclose that the Fund will not opt in to the control share ac quisition
provisions unless the Fund receives approval from the Commission to do so.
 27. Please clarify whether the “additional compensation” is to the underwriters in the
section titled “Underwriting.”   If there  is additional compensation to the underwr iters,
please add this to the pricing table on the cover.

Statement of Additional Information

 Certain Provisions in the Articles of Incorporations and By -Laws

28. Please expand the discussion to disclose, if accurate, that the Articles and By -
Laws cou ld hinder or effectively prevent the ability of other entities or persons to acquire
control of the Fund, potentially at a price above net asset value.

29. Please disclose how the Fund classifies issuers in an industry, including investing
in mortgage b acked securities.

30. Please explain in your response letter how the Fund focusing investments  in
issuers in “a group of related industrial sectors” is consistent with the Fund’s policy on concentration.
General Comments

31. We note that portions of the  filing are incomplete.  We may have additional
comments on such portions when you complete them in pre -effective amendments, on
disclosures made in response to this letter, on information supplied supplementally, or on
financial statements and exhibits a dded in any pre -effective amendments.

32. Please advise us if you have submitted or expect to submit an exemptive
application or no- action request in connection with the registration statement.

 We urge all persons who are responsible for the accuracy an d adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the Fund and its
management are in possession of all facts relating to the Fund’s di sclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

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 Notwithstanding our comments, in the event the Fund requests acceleration of the
effective date of the pending registration statement, each should furnish a letter, at the
time of such request, acknowledging that

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
 the Fund may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, plea se be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Investment Management in connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
  Please respond to this letter by filing pre -effective amendments pursuant to Rule
472 under the Securities Act of 1933.  Please respond to all comments.  Where no
changes will be made in the filing in response to a comment, please inform us in a supplemental letter and state the basis for yo ur position.
 If you have any questions prior to filing a pre -effective amendment, please call
me at (202) 551- 6985.
        Sincerely,

Valerie J. Lithotomos
Senior Counsel