SecProbe.io

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June 12, 2025

VIA E-mail

Jane Trust
Franklin Templeton
1 Madison Avenue, 17th Floor
New York, New York 10010

 Re: Western Asset Municipal High Income Fund Inc. (the
 Fund )
 File Nos. 811-05497; 333-287133

Dear Ms. Trust:

 We have reviewed the registration statement on Form N-2 filed May 9,
2025, with the
Commission on behalf of the Fund (the Registration Statement ). Our
comments are set forth
below. Please consider a comment made with respect to one section applicable to
similar
disclosure elsewhere in the Registration Statement. All capitalized terms not
otherwise defined
herein have the meaning given to them in the Registration Statement.

General

 1. Please either confirm that any rights offering will not involve
arrangements among the
 Fund, any underwriters, and/or any broker dealers or that FINRA will
review any
 proposed underwriting terms and other arrangements for a transaction
described in the
 Registration Statement and will issue a no objections letter in
advance of your offering.

 Prospectus

Cover

 2. In Investment Strategies, the disclosure states The Fund may hold
securities or use
 investment techniques that provide for payments based or derived
from the performance
 of an underlying asset, index or other economic benchmark. Please
disclose the
 securities and/or investment techniques referenced in this disclosure
that are principal
 strategies of the Fund. Regarding these strategies, please provide a
cross-reference in
 accordance with Item 1.1.j. of Form N-2, as appropriate. Please also
consider if the use
 of inverse floating rate securities and tender option bonds should be
disclosed in
 accordance with Item 1.1.j.
 Ms. Jane Trust
Page 2

 3. In Offering, the disclosure in the first line of the second paragraph
indicates the Fund may
 sell its securities through agents that the Fund may designate
from time to time .
 Please explain to us who the agents referred to in the disclosure
are, what they do and
 how they are compensated. Please also explain to us the distinction
between agents and
 underwriters/dealers and if the Fund would monitor the activities of the
agents.

Prospectus Summary

 Investment Objectives and Strategies (page 1)

 4. The Fund s most recent Form N-CSR states Exposure to higher risk
(beta) revenue-
 backed municipal securities contributed to performance. If these
securities are principal
 investments of the Fund, disclose so in this section and consider
disclosing the types of
 projects and their revenue streams. Please also include any additional
risk disclosure
 needed to address the risks unique to these securities.

 5. In the next paragraph on page 2, the disclosure states The Fund may
enter into tender
 option bond ( TOB ) transactions and may invest in inverse floating
rate instruments
 issued in TOB transactions. Please explain in the disclosure what
tender option bonds
 and inverse floating rate instruments are.

 6. The disclosure in the penultimate paragraph on page 2 refers to
when-issued municipal
 obligations. The following paragraph refers to stand-by
commitments. Please explain
 in the disclosure what each of these terms mean.

 Special Principal Risk Considerations (page 6)

 7. In Interest Rate Risk, please clarify that interest rate risk differs for
fixed, floating and
 variable rate instruments (e.g., the risk of increased defaults for
variable/adjustable
 obligations if interest rates rise).

 8. On page 11, the disclosure includes short sales risk . Please
disclose the use of short
 sales in Investment Objectives and Strategies and explain how the Fund
may use short
 sales towards meeting its objective. If accurate, disclose here that to
the extent that the
 Fund utilizes these strategies the Fund could generate taxable income and
gains. See also
 comment 14.

 9. In this section, consider disclosure of any risks related to financial
pressures on state and
 local governments and those associated with the jurisdictions or sectors
in which the
 Fund focuses its investments (e.g., Illinois, New York, transportation,
health care).

 10. Consider disclosing risks associated with zero coupon instruments and
municipal lease
 obligations.
 Ms. Jane Trust
Page 3

Risks

 11. In Inverse Floating Rate Securities and TOBs Risk, the disclosure states
 Typically,
 inverse floating rate securities represent beneficial interests in a
special purpose trust
 formed for the purpose of holding municipal bonds purchased from
the Fund or from
 another third party. Please explain to us what the phrase another
third party refers to
 who they are and what is the nature of these parties?

Summary of Fund Expenses

 12. Disclosure on the Cover and throughout the Registration Statement states
 The Fund may
 not borrow money, except for temporary or emergency purposes, and then
not in amounts
 that are greater than 15% of total assets (including the amount
borrowed). The Annual
 Expenses Table includes a line item for Borrowed Funds in the Fee Table.
Additionally,
 disclosure in footnote 7 states The Fund may enter into tender option
 bond transactions and may invest in inverse floating rate instruments
 , and that the
 costs associated with these transactions are recognized as an
interest expense of the
 Fund s. Please reconcile the apparent inconsistencies and in
correspondence explain
 what is and is not included under Interest Payment on Borrowed Funds in
the Fee Table.

Preliminary Prospectus Supplement

 13. On page S-21, Table of Fees and Expenses, please conform this table to
the one in
 Summary of Fund Expenses on page 17 of the prospectus.

 Statement of Additional Information

 14. In Investment Restrictions, on page 1, #5 states the Fund may not
Sell securities
 short . On page 11, in Sort Sales Risk, the disclosure states To
the extent the Fund
 makes use of short sales for investment and/or risk management purposes
 . Similarly,
 on page 23 of the SAI, the disclosure states The Fund may seek to
hedge investments or
 realize additional gains through short sales. Please reconcile these
inconsistencies.

 Part C: Other Information

 15. It appears that the Fund s Articles of Incorporation were filed prior
to EGDAR becoming
 operational. Please update the filing of the full Articles of
Incorporation so they may be
 accessible on the system.

 16. In the Fourth Amended and Restated By-Laws, please revise Article VIII,
Exclusive
 Forum for Certain Litigation, to state that this provision does not
apply to claims arising
 under the federal securities laws. Please also disclose in an
appropriate location in the
 prospectus the provision and corresponding risks of such a provision
even as to non-
 federal securities law claims (e.g., that shareholders may have to bring
suit in an
 Ms. Jane Trust
Page 4

 inconvenient and less favorable forum) and that the provision does not
apply to claims
 arising under the federal securities laws.

 * * * * * * * *

 A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.

 We remind you that the Fund and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action, or
absence of
action by the staff.

 Should you have any questions regarding this letter, please contact me
at (202) 551-
6779 or Rossottok@sec.gov.

 Sincerely,

 /s/ Karen Rossotto

 Karen Rossotto
 Senior Counsel

cc: David W. Blass, Esq., Ryan P. Brizek, Esq., Debra Sutter, Esq., Simpson
Thacher & Bartlett
 LLP
 Andrea Ottomanelli Magovern, Assistant Director
 Jay Williamson, Branch Chief
 David Manion, Staff Accountant
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CORRESP
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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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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

CORRESP
1
filename1.htm

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.

 2

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).

 3

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.

 4

 Sincerely,

/s/ Jeremy Kantrowitz

Jeremy Kantrowitz

 5

 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)

 6

 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)

 7

 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
1
filename1.htm

LEGG MASON PARTNERS INCOME TRUST

 Morgan, Lewis & Bockius LLP

One Federal Street

 Boston, MA
02110

 October 1, 2019

 VIA EDGAR

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, DC 20549

Attention: Ken Ellington

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

 Dear Mr. Ellington:

 On
August 29, on behalf of the Registrants,1 we filed a letter responding to comments that you delivered by telephone on July 31, 2019 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.

 On September 6, 2019, you and Sally Samuel of the Staff reiterated the Staff’s view with respect to
certain comments initially delivered on July 31, 2019 – specifically, comment 4 (relating to the Staff’s request that “global” Funds disclose the extent to which they invest their assets in investments that are tied
economically to countries other than the United States) and comment 5 (relating to the Staff’s position that, for purposes of their concentration policies, Funds must assign an industry classification to each mortgage-related security or
asset-backed security in which they invest).

 The purpose of this letter is to confirm to the Staff that the Registrants understand the Staff’s
positions with respect to the above-referenced matters and to advise the Staff that the Registrants are currently evaluating such matters.

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

Sincerely,

/s/ Barry N. Hurwitz

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

 Annex A

 Registrant

1940 Act
File No.

 Fund

Series Identifier

Fiscal Year

LEGG MASON PARTNERS INCOME TRUST

811-04254

Western Asset Income Fund

S000008972

7/31/2018

Western Asset Municipal High Income Fund

S000008976

7/31/2018

Western Asset Short Duration High Income Fund

S000008975

7/31/2018

Western Asset Short Term Yield Fund

S000032916

7/31/2018

Western Asset Short Duration Municipal Income Fund

S000016249

2/28/2019

Western Asset Intermediate Maturity California Municipals Fund

S000016650

11/30/2018

Western Asset Intermediate Maturity New York Municipals Fund

S000016625

11/30/2018

Western Asset Massachusetts Municipals Fund

S000016629

11/30/2018

Western Asset Corporate Bond Fund

S000016627

12/31/2018

Western Asset Global High Yield Bond Fund

S000016648

12/31/2018

Western Asset Mortgage Backed Securities Fund

S000016649

12/31/2018

Western Asset Short-Term Bond Fund

S000016639

12/31/2018

LEGG MASON PARTNERS MONEY MARKET TRUST

811-04052

Western Asset Prime Obligations Money Market Fund

S000052041

8/31/2018

Western Asset Government Reserves

S000016623

8/31/2018

Western Asset New York Tax Free Money Market Fund

S000008928

8/31/2018

Western Asset Tax Free Reserves

S000008929

8/31/2018

Western Asset U.S. Treasury Reserves

S000008930

8/31/2018

LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST

811-05812

Western Asset Premium Liquid Reserves

S000008923

8/31/2018

Western Asset Premium U.S. Treasury Reserves

S000008924

8/31/2018

LEGG MASON PARTNERS VARIABLE EQUITY TRUST

811-21128

ClearBridge Variable Aggressive Growth Portfolio

S000016933

12/31/2018

ClearBridge Variable Appreciation Portfolio

S000017013

12/31/2018

ClearBridge Variable Dividend Strategy Portfolio

S000008304

12/31/2018

ClearBridge Variable Large Cap Growth Portfolio

S000016935

12/31/2018

ClearBridge Variable Large Cap Value Portfolio

S000017019

12/31/2018

ClearBridge Variable Mid Cap Portfolio

S000016937

12/31/2018

ClearBridge Variable Small Cap Growth Portfolio

S000017007

12/31/2018

QS Legg Mason Dynamic Multi-Strategy VIT Portfolio

S000034620

12/31/2018

QS Variable Conservative Growth

S000017009

12/31/2018

QS Variable Growth

S000017011

12/31/2018

QS Variable Moderate Growth

S000017010

12/31/2018

LEGG MASON PARTNERS VARIABLE INCOME TRUST

811-06310

Western Asset Core Plus VIT Portfolio

S000016930

12/31/2018

Western Asset Variable Global High Yield Bond Portfolio

S000017004

12/31/2018

WESTERN ASSET EMERGING MARKETS DEBT FUND INC.

811-21343

Western Asset Emerging Markets Debt Fund Inc.

CEF0000891

12/31/2018

WESTERN ASSET FUNDS INC.

811-06110

Western Asset Macro Opportunities Fund

S000041845

10/31/2018

Western Asset Core Bond Fund

S000000713

12/31/2018

Western Asset Core Plus Bond Fund

S000000714

12/31/2018

Western Asset Inflation Indexed Plus Bond Fund

S000000715

12/31/2018

WESTERN ASSET HIGH YIELD DEFINED OPPORTUNITY FUND INC.

811-22444

Western Asset High Yield Defined Opportunity Fund Inc.

CEF0001407

8/31/2018

WESTERN ASSET HIGH INCOME OPPORTUNITY FUND INC.

811-07920

Western Asset High Income Opportunity Fund Inc.

CEF0000463

9/30/2018

WESTERN ASSET VARIABLE RATE STRATEGIC FUND INC.

811-21609

Western Asset Variable Rate Strategic Fund Inc.

CEF0001014

9/30/2018

WESTERN ASSET GLOBAL CORPORATE DEFINED OPPORTUNITY FUND INC.

811-22334

Western Asset Global Corporate Defined Opportunity Fund Inc.

CEF0001347

10/31/2018

WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC.

811-05497

Western Asset Municipal High Income Fund Inc.

CEF0000134

10/31/2018

WESTERN ASSET INTERMEDIATE MUNI FUND INC.

811-06506

Western Asset Intermediate Muni Fund Inc.

CEF0000302

11/30/2018

WESTERN ASSET INVESTMENT GRADE DEFINED OPPORTUNITY TRUST INC.

811-22294

Western Asset Investment Grade Defined Opportunity Trust Inc.

CEF0001329

11/30/2018

WESTERN ASSET MUNICIPAL DEFINED OPPORTUNITY TRUST INC.

811-22265

Western Asset Municipal Defined Opportunity Trust Inc.

CEF0001309

11/30/2018

WESTERN ASSET MUNICIPAL PARTNERS FUND INC.

811-07362

Western Asset Municipal Partners Fund Inc.

CEF0000388

11/30/2018

WESTERN ASSET INFLATION-LINKED INCOME FUND

811-21403

Western Asset Inflation-Linked Income Fund

CEF0000929

11/30/2018

WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND

811-21477

Western Asset Inflation-Linked Opportunities & Income Fund

CEF0000953

11/30/2018

WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.

811-02351

Western Asset Investment Grade Income Fund Inc.

CEF0000022

12/31/2018

WESTERN ASSET MORTGAGE DEFINED OPPORTUNITY FUND INC.

811-22369

Western Asset Mortgage Defined Opportunity Fund Inc.

CEF0001363

12/31/2018

WESTERN ASSET PREMIER BOND FUND

811-10603

Western Asset Premier Bond Fund

CEF0000741

12/31/2018

CLEARBRIDGE AMERICAN ENERGY MLP FUND INC.

811-22805

Clearbridge American Energy MLP Fund Inc.

Liquidated

ClearBridge MLP & Midstream Fund Inc.

811-22405

ClearBridge MLP & Midstream Fund Inc.

11/30/2018

ClearBridge Energy Midstream Opportunity Fund Inc.

811-22546

ClearBridge Energy Midstream Opportunity Fund Inc.

11/30/2018

ClearBridge MLP & Midstream Total Return Fund Inc.

811-22693

ClearBridge MLP & Midstream Total Return Fund Inc.

11/30/2018

LEGG MASON ETF INVESTMENT TRUST

811-23096

Legg Mason Developed ex-US Diversified Core ETF

S000051683

Liquidated

Legg Mason Emerging Markets Diversified Core ETF

S000051684

Liquidated

Legg Mason International Low Volatility High Dividend ETF

S000054583

10/31/2018

Legg Mason Low Volatility High Dividend ETF

S000051686

10/31/2018

Legg Mason US Diversified Core ETF

S000051685

Liquidated

LEGG MASON FUNDS TRUST

811-23107

Clearbridge Real Estate Opportuntities Fund

S000053074

Liquidated

LEGG MASON GLOBAL ASSET

811-22338

BrandywineGLOBAL - Global Flexible Income Fund

S000053934

12/31/2018

QS Global Market Neutral Fund

S000051512

9/30/2018

MANAGEMENT TRUST

RARE Global Infrastructure Value Fund

S000053331

9/30/2018

BrandywineGLOBAL - Diversified US Large Cap Value Fund

S000029727

9/30/2018

BrandywineGLOBAL - Dynamic US Large Cap Value Fund

S000047047

9/30/2018

Martin Currie Emerging Markets Fund

S000049068

9/30/2018

QS International Equity Fund

S000036893

9/30/2018

QS Strategic Real Return Fund

S000027987

9/30/2018

BrandywineGLOBAL - Alternative Credit Fund

S000043089

10/31/2018

BrandywineGLOBAL - Global High Yield Fund

S000037642

9/30/2018

BrandywineGLOBAL - Global Unconstrained Bond Fund

S000031479

10/31/2018

ClearBridge International Growth Fund

S000036166

10/31/2018

ClearBridge Small Cap Fund

S000036165

10/31/2018

ClearBridge Value Trust

S000036164

10/31/2018

BrandywineGLOBAL - Global Opportunities Bond Fund

S000036894

12/31/2018

BrandywineGLOBAL - International Opportunities Bond Fund

S000027197

12/31/2018

QS U.S. Small Capitalization Equity Fund

S000036895

12/31/2018

LEGG MASON PARTNERS EQUITY TRUST

811-06444

ClearBridge Global Health Care Innovations Fund

S000053237

Liquidated

ClearBridge Aggressive Growth Fund

S000016235

8/31/2018

ClearBridge All Cap Value Fund

S000016245

9/30/2018

ClearBridge International Small Cap Fund

S000029827

9/30/2018

ClearBridge Small Cap Value Fund

S000016238

9/30/2018

QS Global Dividend Fund

S000039864

9/30/2018

QS International Dividend Fund

S000039863

Liquidated

QS S&P 500 Index Fund

S000004163

9/30/2018

ClearBridge Appreciation Fund

S000016651

10/31/2018

ClearBridge Energy MLP & Infrastructure Fund

S000041698

10/31/2018

ClearBridge International Value Fund

S000016247

10/31/2018

ClearBridge Large Cap Value Fund

S000016669

10/31/2018

ClearBridge Mid Cap Fund

S000004162

10/31/2018

ClearBridge Mid Cap Growth Fund

S000029718

10/31/2018

ClearBridge Select Fund

S000039065

10/31/2018

ClearBridge Small Cap Growth Fund

S000016663

10/31/2018

ClearBridge Sustainability Leaders Fund

S000048737

10/31/2018

ClearBridge Tactical Dividend Income Fund

S000016241

10/31/2018

QS Global Equity Fund

S000016668

10/31/2018

ClearBridge Large Cap Growth Fund

S000004161

11/30/2018

QS U.S. Large Cap Equity Fund

S000022091

11/30/2018

ClearBridge Dividend Strategy Fund

S000016665

12/31/2018

EnTrust Global - Alternative Core Fund

S000025317

12/31/2018

LEGG MASON PARTNERS INSTITUTIONAL TRUST

811-06740

Western Asset Institutional Government Reserves

S000016858

8/31/2018

Western Asset Institutional Liquid Reserves

S000008908

8/31/2018

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

S000041891

8/31/2018

Western Asset Institutional U.S. Treasury Reserves

S000008910

8/31/2018

Western Asset Select Tax Free Reserves

S000008909

8/31/2018

Western Asset SMASh Series C Fund

S000014682

2/28/2019

Western Asset SMASh Series EC Fund

S000014683

2/28/2019

Western Asset SMASh Series M Fund

S000014681

2/28/2019

CORRESP
1
filename1.htm

LEGG MASON PARTNERS INCOME TRUST

 Morgan, Lewis & Bockius LLP

One Federal Street

 Boston, MA
02110

 August 29, 2019

 VIA EDGAR

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Washington, DC 20549

Attention: Ken Ellington

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

 Dear Mr. Ellington:

 On
behalf of the Registrants,1 we are filing this letter to respond to the comments you delivered by telephone on July 31, 2019 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 SMASh Series M Fund has reported high portfolio turnover in its financial highlights. Please explain if active and frequent trading is part of the Fund’s principal investment strategy and, if so, why an applicable risk related to
portfolio turnover has not been added as a principal risk to the summary prospectus.

 Response: The Registrant does not consider
frequent trading to be a principal investment strategy of the Fund. However, the Registrant acknowledges that implementation of the Fund’s investment strategy may result in relatively high portfolio turnover from time to time. Accordingly, the
Registrant intends to add disclosure on portfolio turnover risk to the Fund’s summary prospectus and statutory prospectus.

 2. Comment: With
regard to each of QS Strategic Real Return Fund and EnTrustPermal Alternative Core Fund (now known as EnTrust Global – Alternative Core Fund), in Note 1 to the financial statements (“Organization and significant accounting policies”),
please disclose the percentage of the Fund that is invested in a subsidiary.

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

 Response: The Registrant notes that Note 1 to the financial statements of each of QS
Strategic Real Return Fund and EnTrustPermal Alternative Core Fund discloses the maximum amount that the Fund may invest in its wholly-owned subsidiary. The Registrant respectfully submits that its current disclosure is in compliance with disclosure
requirements and also observes that each Fund’s prospectus provides information on the Fund’s target exposure with respect to commodities (or, in the case of EnTrustPermal Alternative Core Fund, alternative investments). As the precise
amount to which each Fund invests in commodities changes from time to time, the Registrant does not believe that providing the requested information as of a particular date would be materially helpful to shareholders.

3. Comment: With regard to each of Western Asset Institutional Liquid Reserves and Western Asset Select Tax Free Reserves, please disclose any
significant policies relating to redemption gates in the notes to the financial statements.

 Response: The Registrant respectfully
notes that each of Western Asset Institutional Liquid Reserves and Western Asset Select Tax Free Reserves currently discloses its significant policies relating to redemption gates in the section entitled “Notes to the financial statements”
under note one “Organization and significant accounting policies.”

 4. Comment: With regard to each “global” Fund, the
following sentence relating to the Fund’s definition of “Global Fund” currently reads, “As a global Fund, the Fund can seek investment opportunities anywhere in the world, and under normal market conditions, the Fund will invest
in or have exposure to at least three countries, which may include the United States.” Please update this disclosure to reflect recent conversations between the Staff and Fund counsel regarding BrandywineGLOBAL – Global Total Return ETF,
so that it reads, in pertinent part, “The fund normally will hold a portfolio of [insert types of securities]…of issuers tied economically to a minimum of three countries and, will invest at least 40% of its assets (or if conditions are
deemed to be unfavorable, at least 30% of its assets) in investments tied economically to countries outside of the United States.”

Response: The Registrants acknowledge that the prospectus for the above-referenced fund states the minimum percentage of that
fund’s assets that will normally be invested in countries outside of the United States. Nonetheless, the Registrants respectfully note that they believe the current prospectus disclosure of the Funds with names containing the word
“global” is consistent with Rule 35d-1. An Investment Company Institute memorandum to members dated June 4, 2012, which summarized conversations with senior members of the Staff, stated that the
40% policy was not compulsory for global funds. Memorandum from Investment Company Institute to SEC Rules Members No. 47-12 et al. (June 4, 2012). This is consistent with the
Commission’s statements in the final release adopting Rule 35d-1 that “[t]he terms “international” and

 2

“global[”] … connote diversification among investments in a number of different countries throughout the world, and “international” and “global” funds will not
be subject to the rule. We would expect, however, that investment companies using these terms in their names will invest their assets in investments that are tied economically to a number of countries throughout the world.” Accordingly, the
disclosure for each “global” Fund states that “under normal circumstances, the Fund invests in at least three countries, which may include the United States.

5. Comment: Under the concentration policy of BrandywineGLOBAL –Alternative Credit Fund, as disclosed in the Fund’s SAI, the Fund states that
it does not consider mortgage-related securities or asset-backed securities to represent interests in an industry or group of industries. The Staff believes that the Fund’s position as currently worded conflicts with Section 8(b)(1)(E) of
the Investment Company Act of 1940 (“Act”) by allowing the Fund to reserve freedom of action to concentrate. The Staff does not believe that it is consistent with Section 13(a) of the Act to categorically exclude mortgage-related
securities and asset-backed securities from counting as investments in any industry or group of industries, because concentrated investments in those securities can expose investors to risks common to one industry. The Staff takes the position that
every investment – other than investments in government securities, domestic bank deposit instruments or tax exempt securities issued by governments or their political subdivisions (excluding private activity municipal debt securities) –
is an investment in some industry or group of industries.

 Accordingly, a Fund must determine which industry classification or
classifications reasonably apply with respect to each mortgage-related security or asset-backed security issuance for concentration purposes. Toward this end, the Fund could consider, the nature of an asset-backed security’s underlying
receivables (e.g., auto loans, aircraft leases, etc.) to determine its industry classification for purposes of the Fund’s concentration policy. A Fund could also reasonably choose to classify its
non-mortgage related ABS investments in a single industry for concentration purposes.

 Please
revise this description in the SAI to conform to this position and make any necessary conforming changes to the Principal Strategies section of the Fund’s prospectus.

Response: The Registrant acknowledges the Staff’s comment, but respectfully notes that it believes the Fund’s disclosure
satisfies Section 8(b)(1) of the 1940 Act as well as Item 16(c)(1)(iv) of Form N-1A, both of which require a Fund to state its policy on concentrating investments in a particular industry or group of
industries and neither of which define what constitutes an industry or group of industries. The Staff has stated that a registrant may select its own industry classifications so long as they are reasonable and not so broad
“that the primary economic characteristics of the companies in a single class are materially different.” See Former Guide 19 to Form N-1A. The Staff has also stated that
Section 8(b)(1) of the 1940 Act “permits a Fund to implement a concentration policy

 3

that allows for some degree of discretion.” See no-action letters for issued to
BlackRock Multi-Sector Income Trust (publicly available July 8, 2013) and Morgan Stanley Mortgage Securities Trust (publicly available July 8, 2013). The Registrant believes the
Fund’s current SAI disclosure on industry concentration describes “the circumstances under which the Fund intends to concentrate its investments.” Id.

6. Comment: With regard to ClearBridge Large Cap Value Fund, please include an explanatory footnote in the fee table that briefly explains the terms of
the management fee arrangement. The Fund should: (a) disclose the Fund’s base fee; (b) disclose that the base fee may adjust upwards or downwards according to Fund performance relative to its benchmark index; and (c) identify the
Fund’s benchmark index.

 Response: The following disclosure will be added as an explanatory footnote in the fee table for
ClearBridge Large Cap Value Fund: “The management fee consists of (i) a base fee calculated at a rate that decreases as assets increase and (ii) a possible positive or negative performance adjustment of up to 0.025% per quarter based
upon the Fund’s performance relative to the S&P 500 Index. The management fee shown in the table represents the fee rate paid by the Fund for the fiscal year ended October 31, 2019, which was comprised of a base fee of [0.__%] and
a performance adjustment of [0.__%] [(0.__%)].”

 7. Comment: With regard to ClearBridge Large Cap Value Fund, please consider adding risk
disclosure related to the fulcrum fee to explain that the adviser may earn incentive compensation even if the Fund is losing money.

Response: In response to the Staff’s comment, the Registrant intends to add the following disclosure to the “More on Fund
management – Management fee.”

 “Under this arrangement, it is possible that the Fund could pay the manager more than the
base fee, even though the performance of the Fund is negative, if the Fund outperforms this benchmark.”

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

Sincerely,

/s/ Barry N. Hurwitz

 4

 Annex A

 Registrant

1940 Act
File No.

 Fund

Series Identifier

Fiscal Year

LEGG MASON
PARTNERS
INCOME TRUST

811-04254

Western Asset Income Fund

S000008972

7/31/2018

Western Asset Municipal High Income Fund

S000008976

7/31/2018

Western Asset Short Duration High Income Fund

S000008975

7/31/2018

Western Asset Short Term Yield Fund

S000032916

7/31/2018

Western Asset Short Duration Municipal Income Fund

S000016249

2/28/2019

Western Asset Intermediate Maturity California Municipals Fund

S000016650

11/30/2018

Western Asset Intermediate Maturity New York Municipals Fund

S000016625

11/30/2018

Western Asset Massachusetts Municipals Fund

S000016629

11/30/2018

Western Asset Corporate Bond Fund

S000016627

12/31/2018

Western Asset Global High Yield Bond Fund

S000016648

12/31/2018

Western Asset Mortgage Backed Securities Fund

S000016649

12/31/2018

Western Asset Short-Term Bond Fund

S000016639

12/31/2018

LEGG MASON
PARTNERS
MONEY MARKET
TRUST

811-04052

Western Asset Prime Obligations Money Market Fund

S000052041

8/31/2018

Western Asset Government Reserves

S000016623

8/31/2018

Western Asset New York Tax Free Money Market Fund

S000008928

8/31/2018

Western Asset Tax Free Reserves

S000008929

8/31/2018

Western Asset U.S. Treasury Reserves

S000008930

8/31/2018

LEGG MASON
PARTNERS
PREMIUM
MONEY MARKET
TRUST

811-05812

Western Asset Premium Liquid Reserves

S000008923

8/31/2018

Western Asset Premium U.S. Treasury Reserves

S000008924

8/31/2018

LEGG MASON
PARTNERS
VARIABLE
EQUITY TRUST

811-21128

ClearBridge Variable Aggressive Growth Portfolio

S000016933

12/31/2018

ClearBridge Variable Appreciation Portfolio

S000017013

12/31/2018

ClearBridge Variable Dividend Strategy Portfolio

S000008304

12/31/2018

ClearBridge Variable Large Cap Growth Portfolio

S000016935

12/31/2018

ClearBridge Variable Large Cap Value Portfolio

S000017019

12/31/2018

ClearBridge Variable Mid Cap Portfolio

S000016937

12/31/2018

ClearBridge Variable Small Cap Growth Portfolio

S000017007

12/31/2018

QS Legg Mason Dynamic Multi-Strategy VIT Portfolio

S000034620

12/31/2018

QS Variable Conservative Growth

S000017009

12/31/2018

QS Variable Growth

S000017011

12/31/2018

QS Variable Moderate Growth

S000017010

12/31/2018

LEGG MASON
PARTNERS
VARIABLE
INCOME TRUST

811-06310

Western Asset Core Plus VIT Portfolio

S000016930

12/31/2018

Western Asset Variable Global High Yield Bond Portfolio

S000017004

12/31/2018

WESTERN ASSET
EMERGING
MARKETS DEBT
FUND INC.

811-21343

Western Asset Emerging Markets Debt Fund Inc.

CEF0000891

12/31/2018

WESTERN ASSET
FUNDS INC.

811-06110

Western Asset Macro Opportunities Fund

S000041845

10/31/2018

Western Asset Core Bond Fund

S000000713

12/31/2018

Western Asset Core Plus Bond Fund

S000000714

12/31/2018

Western Asset Inflation Indexed Plus Bond Fund

S000000715

12/31/2018

Western Asset High
Yield Defined
Opportunity Fund
Inc.

811-22444

Western Asset High Yield Defined Opportunity Fund Inc.

CEF0001407

8/31/2018

WESTERN ASSET
HIGH INCOME
OPPORTUNITY
FUND INC.

811-07920

Western Asset High Income Opportunity Fund Inc.

CEF0000463

9/30/2018

WESTERN ASSET
VARIABLE RATE
STRATEGIC
FUND INC.

811-21609

Western Asset Variable Rate Strategic Fund Inc.

CEF0001014

9/30/2018

WESTERN ASSET
GLOBAL
CORPORATE
DEFINED
OPPORTUNITY
FUND INC.

811-22334

Western Asset Global Corporate Defined Opportunity Fund Inc.

CEF0001347

10/31/2018

WESTERN ASSET
MUNICIPAL
HIGH INCOME
FUND INC.

811-05497

Western Asset Municipal High Income Fund Inc.

CEF0000134

10/31/2018

WESTERN ASSET
INTERMEDIATE
MUNI FUND INC.

811-06506

Western Asset Intermediate Muni Fund Inc.

CEF0000302

11/30/2018

Western Asset
Investment Grade
Defined
Opportunity Trust
Inc.

811-22294

Western Asset Investment Grade Defined Opportunity Trust Inc.

CEF0001329

11/30/2018

Western Asset
Municipal Defined
Opportunity Trust
Inc.

811-22265

Western Asset Municipal Defined Opportunity Trust Inc.

CEF0001309

11/30/2018

WESTERN ASSET
MUNICIPAL
PARTNERS FUND
INC.

811-07362

Western Asset Municipal Partners Fund Inc.

CEF0000388

11/30/2018

WESTERN ASSET
INFLATION-
LINKED INCOME
FUND

811-21403

Western Asset Inflation-Linked Income Fund

CEF0000929

11/30/2018

WESTERN ASSET
INFLATION-
LINKED
OPPORTUNITIES &
INCOME FUND

811-21477

Western Asset Inflation-Linked Opportunities & Income Fund

CEF0000953

11/30/2018

Western Asset
Investment Grade
Income Fund Inc.

811-02351

Western Asset Investment Grade Income Fund Inc.

CEF0000022

12/31/2018

Western Asset
Mortgage Defined
Opportunity Fund
Inc.

811-22369

Western Asset Mortgage Defined Opportunity Fund Inc.

CEF0001363

12/31/2018

WESTERN ASSET
PREMIER BOND
FUND

811-10603

Western Asset Premier Bond Fund

CEF0000741

12/31/2018

CLEARBRIDGE
AMERICAN
ENERGY MLP
FUND INC.

811-22805

Clearbridge American Energy MLP Fund Inc.

Liquidated

ClearBridge MLP &
Midstream Fund Inc.

811-22405

ClearBridge MLP & Midstream Fund Inc.

11/30/2018

ClearBridge Energy
Midstream
Opportunity Fund
Inc.

811-22546

ClearBridge Energy Midstream Opportunity Fund Inc.

11/30/2018

ClearBridge MLP &
Midstream Total
Return Fund Inc.

811-22693

ClearBridge MLP & Midstream Total Return Fund Inc.

11/30/2018

Legg Mason

CORRESP
1
filename1.htm

SEC Correspondence Letter

 June 14, 2016

VIA EDGAR

 Megan Miller and Lauren Hamilton

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Mailstop 4720, Washington,
D.C. 20549

 Dear Mses. Miller and Hamilton:

On behalf of the Registrants listed on Schedule I hereto (each a “Registrant”), we are filing this letter to respond to comments
relating to various filings made by the Registrants (in some cases with respect to series thereof (each such series, a “Fund”) that were received orally from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) on May 2, 2016. This letter supplements and replaces our letter dated June 1, 2016. For convenience of reference, summaries of the comments of the Staff have been included herein.

1. Comment: Western Asset Institutional AMT Free Money Market Fund is marked “active” in the EDGAR database although it was previously
reorganized. Please update the EDGAR database to reflect the Fund’s current status.

 Response: Western Asset Institutional AMT
Free Money Market Fund merged into Western Asset Institutional Tax Free Reserves on June 15, 2015. Its status has been changed from “active” to “merged” in the EDGAR database.

2. Comment: Western Asset Variable Strategic Bond Portfolio is marked “active” in the EDGAR database although it was previously liquidated.
Please update the EDGAR database to reflect the Fund’s current status.

 Response: Western Asset Variable Strategic Bond
Portfolio was liquidated on April 30, 2014. Its status has been changed from “active” to “inactive” in the EDGAR database.

 3.
Comment: WA Premium Tax Free Reserves, WA Enhanced Equity Fund, WA Asian Opportunities Fund and WA Global Multi Sector Fund have not recently done filings on Form N-CSR. Please explain.

Response: Western Asset Premium Tax Free Reserves was liquidated on May 12, 2016 and its status has been changed from
“active” to “inactive” in the EDGAR database. Western Asset Asian Opportunities Fund was liquidated on April 30, 2015 and its status has been changed from “active” to “inactive” in the EDGAR database.
Western Asset Global Multi Sector Fund was liquidated on November 14, 2014 Western Asset Enhanced Equity Fund never became operational and its status has been changed from “active” to “inactive” in the EDGAR database.

 4. Comment: Western Asset Inflation Management Fund Inc. and Western Asset High Income Fund Inc. are
marked as “active” in the EDGAR database but have previously filed final Form N-CSRs. Please explain.

 Response: Western
Asset Inflation Management Fund Inc. was liquidated on May 30, 2014. Its status has been changed from “active” to “inactive” in the EDGAR database. Western Asset High Income Fund Inc. merged into Western Asset High Income
Opportunity Fund Inc. on June 21, 2013. Its status has been changed from “active” to “merged” in the EDGAR database.

 5.
Comment: For Western Asset Corporate Bond Fund, 35.4% of the Fund’s net assets are invested in the financial sector based upon information provided in the Fund’s annual report for the period ending December 31, 2015. Please
address whether such concentration in financials should be added to the principal investment strategies and principal risks sections of the prospectus as required by Item 9 of Form N-1A).

Response: In response to the Staff’s comment, we wish to clarify that the Fund does not concentrate in any industry and does not
have an investment policy to do so. However, as the Staff has observed, the Fund currently maintains a significant focus on industries that are included within what is broadly defined as the financial sector. The Fund does not have a principal
investment strategy to invest in any particular market sector, but may focus on one or more sectors if its portfolio management team identifies what it believes to be attractive investment opportunities. The Fund reserves the right to reallocate
among market sectors from time to time. We intend to revise the Fund’s prospectus to add additional disclosure regarding potential market sector risk that could arise from this approach.

6. Comment: For Western Asset Inflation Indexed Plus Bond Fund, the Fund’s prospectus notes in the principal investment strategies section that
“the fund intends to sell protection in connection with credit default swaps relating to corporate debt securities” and that it “is currently expected that the notional amount of the credit default swaps will not exceed 40% of the
Fund’s net assets, although such exposure may exceed 40% from time to time.” Should this statement remain in the Fund’s principal investment strategies in light of the Fund’s recent investment history with regard to CDS?

Response: In response to the Staff’s comment, we believe that it is appropriate that the Fund’s principal investment
strategies continue to describe selling protection in connection with credit default swaps. While the Fund has not seen a need, under recent market conditions, to engage in this practice in order to attempt to achieve the Fund’s investment
objective, in a different market environment the Fund might sell protection to a considerable extent. In acknowledgement of the Staff’s comment, however, we intend to amend the Fund’s prospectus in an effort to clarify that the Fund
“may” (rather than “intends to”) engage in this practice from time to time.

 7. Comment: Item 85(b) under Form N-SAR has been answered ‘yes” for a number of Funds.
Please explain the nature of the claims.

 Response: A notice of a claim was filed under the joint D&O/E&O insurance policy
written by ICI Mutual Insurance Company for the US Mutual Funds in the Legg Mason fund complex (including their affiliated service providers) during the policy period ending June 30, 2016. This notice arises out of the General Motors bankruptcy
and the ownership, by various Funds, of a General Motors term loan secured facility that was paid off in full in connection with the bankruptcy.

The Funds are among dozens of entities that held the term loan and have been sued by what is in essence a committee of unsecured creditors of
General Motors, which contends that the term loan lenders, including the Funds, should have been treated as unsecured creditors in the bankruptcy. As a result, the claim alleges that the lenders, including the Funds, should return all amounts
distributed to them in excess of what they would have received as unsecured creditors. The Funds have taken action to protect their interests in the litigation.

Item 85(b) of Form N-SAR asks whether any claims have been filed under an errors and omissions policy under which a registrant’s
officers and directors are covered. The notice of claim described above was filed under such a policy. To be clear, however, the claim was not made against any officer or director of a Fund.

8. Comment: Form N-2, Item 24, instruction 4(f) requires a statement in each closed-end Fund’s annual report that “the SAI includes
additional information about directors of the Registrant and is available, without charge, upon request, and a toll-free (or collect) telephone number for shareholders to call to request the SAI”. Please make sure that such reference is
included going forward.

 Response: In response to the Staff’s comment, the Funds respectfully submit that industry practice
among registered closed-end investment companies is generally not to direct fund stockholders to information contained in SAIs as such information is often outdated and potentially misleading. This is due to the fact that most closed-end funds do
not continuously offer shares and, consistent with Rule 8b-16(b) under the Investment Company Act of 1940, as amended, are not required to update their registration statements. The Funds respectfully note that the most recent SAI available for each
Fund, and the information contained therein, is over 10 years old.

 However, updated information about Fund directors is available to
investors in each Fund’s annual shareholder report and proxy statement. Accordingly, the Funds respectfully submit that it is not appropriate to refer shareholders to information in the Funds’ SAIs. In addition, the Funds have begun to add
the following disclosure to each of their respective annual stockholder reports: “The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at
1-888-777-0102.”

 9. Comment: The signature page to Form N-CSR for Western Asset Managed High Income Fund Inc. (MHY) was
executed on April 15 by the Chief Financial Officer of the Fund, but the audit opinion was dated April 16. Why was the CFO comfortable executing the filing prior to the issuance of the audit opinion? Please explain.

Response: As a matter of practice, the Chief Financial Officers of the Funds do not execute and deliver signatures to Form N-CSR filings prior to receiving signed audit opinions. After reviewing this filing you have identified, we have determined that the April 15 date was a typographical error. The Form N-CSR in question
had initially been scheduled to file on April 15, but the filing date was changed to April 17 because the audit opinion had not yet been received. The signature page on the filing should have been updated accordingly. In response to the
Staff’s comment, we are reviewing the control process relating to the dating of these filings.

 10. Comment: The 24f-2 filings for multiple
Funds (one example being Legg Mason Partners Institutional Trust, 811-06740) were signed by Elizabeth Rivera. The filings are required to be signed by an authorized officer of the issuer. Please confirm that Ms. Rivera is an authorized officer
who is permitted to sign.

 Response: In response to the Staff’s comment, we note that Ms. Rivera is an Assistant
Treasurer for all Funds in the Legg Mason fund complex and is authorized to sign on the Funds’ behalf.

 11. Comment: In footnote (m) to
the Schedule of Investments for WA High Income Opportunity Fund Inc. (from the Fund’s annual report for the period ending September 30, 2015) there is a reference to unfunded loan commitments. Please represent that the Fund reasonably
believes that its assets will provide adequate coverage to satisfy all of its unfunded commitments.

 Response: In response to the
Staff’s comment, we note that the following disclosure is included within WA High Income Opportunity Fund Inc.’s Notes to Financial Statements (Note 1g):

“At September 30, 2015, the Fund had sufficient cash and/or securities to cover these commitments.”

12. Comment: Please refer to the AICPA expert panel minutes dated January 10, 2006 for a discussion of the disclosures that the SEC expects to see
regarding unfunded commitments. Please confirm that any unrealized capital gains and losses relating to unfunded commitments run through the Funds’ net assets, if applicable.

 Response: In response to the Staff’s comment, the Registrant confirms that unrealized
appreciation or depreciation, if any, with respect to unfunded commitments is recognized within the Funds’ net assets, if applicable.

 13.
Comment: Western Asset Core Plus VIT Portfolio holds centrally cleared CDS. Please confirm that the Fund covers the full notional value of these swaps. Please confirm that this approach is being applied wherever applicable.

Response: In response to the Staff’s comment, we confirm that the Funds cover the market value adjusted notional value of any
centrally cleared CDS contracts wherever applicable.

 14. Comment: For Funds holding payment-in-kind (PIK) bonds, please disclose the cash and PIK
bond rates in the security disclosure or in a footnote to the Schedule of Investments applicable to each holding that pays PIK.

Response: In response to the Staff’s comment, we confirm that the Funds disclose coupon rates for each security presented in the
schedule of investments. In addition, while there is no requirement under Regulation S-X or U.S. GAAP, the Funds identify the securities in which the issuer has the option to pay interest in cash or additional debt securities (“PIK
Securities”).

 15. Comment: For variable rate securities, please consider disclosing the “terms of rate”, such as whether interest
rates are linked to a base rate plus a spread, or whether there are floors on such rates.

 Response: In response to the
Staff’s comment, we confirm that the Funds disclose the most recent coupon rate for each variable rate security presented in the schedule of investments. In addition, while there is no requirement under Regulation S-X or U.S. GAAP to disclose
the terms of the rate such as whether the interest rates are linked to a base rate plus a spread or whether there are floors on such rates, the Funds identify the securities as being variable rate securities.

16. Comment: In the Statement of Assets and Liabilities, please include a line item on the Fund’s balance sheet for contingent liabilities in
accordance with Regulation S-X 6-04-15.

 Response: Regulation S-X 6-03(l) permits the omission of separate captions in financial
statements as to which the items and conditions are not present, or the amounts involved not significant. In response to the Staff’s comment, we confirm the Funds’ compliance with Regulation S-X 6-04-15.

17. Comment: For Western Asset Municipal High Income Fund Inc. (MHF), the total accrued expenses on balances as of October 31, 2015 represented
40% of the Fund’s total liabilities. Please confirm that all material liabilities have been disclosed in accordance with Regulation S-X 6-04-10.

 Response: In response to the Staff’s comment, we confirm that all material
liabilities have been disclosed in accordance with Regulation S-X 6-04-10.

 18. Comment: In the Statement of Operations for WA US Treasury
Obligations Portfolio, miscellaneous expenses exceed 5% of the Fund’s total expenses. Please confirm compliance with Regulation S-X 6-07, Item 2(b).

Response: In response to the Staff’s comment we confirm compliance with Regulation S-X 6-07, Item 2(b).

19. Comment: In the Notes to Financial Statements (generally), please confirm that the Funds are following the accounting and reporting requirements
set forth in ASC 946.

 Response: In response to the Staff’s comment we confirm that the Funds are following the accounting and
reporting requirements set forth in ASC 946. Within the Notes to Financial Statements, each Fund discloses that it is registered under the Investment Company Act of 1940, as amended, as an open-end (or closed-end) management investment company and
also discloses that significant accounting policies are consistently followed by the Fund in conformity with U.S. GAAP.

 20. Comment: For Western
Asset Global High Income Fund Inc. (EHI), in the Notes to Financial Statements shown in the Fund’s annual report for the period ending May 31, 2015, note 5 discusses an interest rate on a loan calculated at a variable rate based on LIBOR,
plus any applicable margin. Please indicate which LIBOR rate this refers to (i.e., 1 month, 3 month etc.)

 Response: In response to
the Staff’s comment we confirm that the Fund is in compliance with the disclosure requirements of Regulation S-X and the material terms of the line of credit are disclosed.

21. Comment: We note that the Funds’ investment manager can recapture amounts waived in certain circumstances. Please describe the total amounts
subject to recapture. This comment applies to WA California Municipals Fund, as well as others.

 Response: As described in Note 2
within the Notes to Financial Statements for Funds that are a series of Western Asset Funds, Inc., the investment manager is permitted to recapture amounts waived and/or reimbursed to a class within two years after the fiscal year in which the
investment manager earned the fee or incurred the

expense if the class’ total annual operating expenses have f

CORRESP
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filename1.htm

SEC Correspondence Letter

 June 1, 2016

VIA EDGAR

 Megan Miller and Lauren Hamilton

Securities and Exchange Commission

 Division of Investment
Management

 100 F Street, N.E.

 Mailstop 4720, Washington,
D.C. 20549

 Dear Mses. Miller and Hamilton:

On behalf of the Registrants listed on Schedule I hereto (each a “Registrant”), we are filing this letter to respond to comments
relating to various filings made by the Registrants (in some cases with respect to series thereof (each such series, a “Fund”) that were received orally from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) on May 2, 2016. For convenience of reference, summaries of the comments of the Staff have been included herein.

 1.
Comment: Western Asset Institutional AMT Free Money Market Fund is marked “active” in the EDGAR database although it was previously reorganized. Please update the EDGAR database to reflect the Fund’s current status.

Response: Western Asset Institutional AMT Free Money Market Fund merged into Western Asset Institutional Tax Free Reserves on
June 15, 2015. Its status has been changed from “active” to “merged” in the EDGAR database.

 2. Comment: Western Asset
Variable Strategic Bond Portfolio is marked “active” in the EDGAR database although it was previously liquidated. Please update the EDGAR database to reflect the Fund’s current status.

Response: Western Asset Variable Strategic Bond Portfolio was liquidated on April 30, 2014. Its status has been changed from
“active” to “inactive” in the EDGAR database.

 3. Comment: WA Premium Tax Free Reserves, WA Enhanced Equity Fund, WA Asian
Opportunities Fund and WA Global Multi Sector Fund have not recently done filings on Form N-CSR. Please explain.

 Response: Western
Asset Premium Tax Free Reserves was liquidated on May 12, 2016 and its status has been changed from “active” to “inactive” in the EDGAR database. Western Asset Asian Opportunities Fund was liquidated on April 30, 2015
and its status has been changed from “active” to “inactive” in the EDGAR database. Western Asset Global Multi Sector Fund was liquidated on November 14, 2014 Western Asset Enhanced Equity Fund never became operational and
its status has been changed from “active” to “inactive” in the EDGAR database.

 4. Comment: Western Asset Inflation Management Fund Inc. and Western Asset High Income Fund Inc. are
marked as “active” in the EDGAR database but have previously filed final Form N-CSRs. Please explain.

 Response: Western
Asset Inflation Management Fund Inc. was liquidated on May 30, 2014. Its status has been changed from “active” to “inactive” in the EDGAR database. Western Asset High Income Fund Inc. merged into Western Asset High Income
Opportunity Fund Inc. on June 21, 2013. Its status has been changed from “active” to “merged” in the EDGAR database.

 5.
Comment: For Western Asset Corporate Bond Fund, 35.4% of the Fund’s net assets are invested in the financial sector based upon information provided in the Fund’s annual report for the period ending December 31, 2015. Please
address whether such concentration in financials should be added to the principal investment strategies and principal risks sections of the prospectus as required by Item 9 of Form N-1A).

Response: In response to the Staff’s comment, we wish to clarify that the Fund does not concentrate in any industry and does not
have an investment policy to do so. However, as the Staff has observed, the Fund currently maintains a significant focus on industries that are included within what is broadly defined as the financial sector. The Fund does not have a principal
investment strategy to invest in any particular market sector, but may focus on one or more sectors if its portfolio management team identifies what it believes to be attractive investment opportunities. The Fund reserves the right to reallocate
among market sectors from time to time. We intend to revise the Fund’s prospectus to add additional disclosure regarding potential market sector risk that could arise from this approach.

6. Comment: For Western Asset Inflation Indexed Plus Bond Fund, the Fund’s prospectus notes in the principal investment strategies section that
“the fund intends to sell protection in connection with credit default swaps relating to corporate debt securities” and that it “is currently expected that the notional amount of the credit default swaps will not exceed 40% of the
Fund’s net assets, although such exposure may exceed 40% from time to time.” Should this statement remain in the Fund’s principal investment strategies in light of the Fund’s recent investment history with regard to CDS?

Response: In response to the Staff’s comment, we believe that it is appropriate that the Fund’s principal investment
strategies continue to describe selling protection in connection with credit default swaps. While the Fund has not seen a need, under recent market conditions, to engage in this practice in order to attempt to achieve the Fund’s investment
objective, in a different market environment the Fund might sell protection to a considerable extent. In acknowledgement of the Staff’s comment, however, we intend to amend the Fund’s prospectus in an effort to clarify that the Fund
“may” (rather than “intends to”) engage in this practice from time to time.

 7. Comment: Item 85(b) under Form N-SAR has been answered ‘yes” for a number of Funds.
Please explain the nature of the claims.

 Response: A notice of a claim was filed under the joint D&O/E&O insurance policy
written by ICI Mutual Insurance Company for the US Mutual Funds in the Legg Mason fund complex (including their affiliated service providers) during the policy period ending June 30, 2016. This notice arises out of the General Motors bankruptcy
and the ownership, by various Funds, of a General Motors term loan secured facility that was paid off in full in connection with the bankruptcy.

The Funds are among dozens of entities that held the term loan and have been sued by what is in essence a committee of unsecured creditors of
General Motors, which contends that the term loan lenders, including the Funds, should have been treated as unsecured creditors in the bankruptcy. As a result, the claim alleges that the lenders, including the Funds, should return all amounts
distributed to them in excess of what they would have received as unsecured creditors. The Funds have taken action to protect their interests in the litigation.

Item 85(b) of Form N-SAR asks whether any claims have been filed under an errors and omissions policy under which a registrant’s
officers and directors are covered. The notice of claim described above was filed under such a policy. To be clear, however, the claim was not made against any officer or director of a Fund.

8. Comment: Form N-2, Item 24, instruction 4(f) requires a statement in each closed-end Fund’s annual report that “the SAI includes
additional information about directors of the Registrant and is available, without charge, upon request, and a toll-free (or collect) telephone number for shareholders to call to request the SAI”. Please make sure that such reference is
included going forward.

 Response: In response to the Staff’s comment, the Funds respectfully submit that industry practice
among registered closed-end investment companies is generally not to direct fund stockholders to information contained in SAIs as such information is often outdated and potentially misleading. This is due to the fact that most closed-end funds do
not continuously offer shares and, consistent with Rule 8b-16(b) under the Investment Company Act of 1940, as amended, are not required to update their registration statements. The Funds respectfully note that the most recent SAI available for each
Fund, and the information contained therein, is over 10 years old.

 However, updated information about Fund directors is available to
investors in each Fund’s annual shareholder report and proxy statement. Accordingly, the Funds respectfully submit that it is not appropriate to refer shareholders to information in the Funds’ SAIs. In addition, the Funds have begun to add
the following disclosure to each of their respective annual stockholder reports: “The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at
1-888-777-0102.”

 9. Comment: The signature page to Form N-CSR for Western Asset Managed High Income Fund Inc. (MHY) was
executed on April 15 by the Chief Financial Officer of the Fund, but the audit opinion was dated April 16. Why was the CFO comfortable executing the filing prior to the issuance of the audit opinion? Please explain.

Response: As a matter of practice, the Chief Financial Officers of the Funds do not execute and deliver signatures to Form N-CSR filings prior to receiving signed audit opinions. After reviewing this filing you have identified, we have determined that the April 15 date was a typographical error. The Form N-CSR in question
had initially been scheduled to file on April 15, but the filing date was changed to April 17 because the audit opinion had not yet been received. The signature page on the filing should have been updated accordingly. In response to the
Staff’s comment, we are reviewing the control process relating to the dating of these filings.

 10. Comment: The 24f-2 filings for multiple
Funds (one example being Legg Mason Partners Institutional Trust, 811-06740) were signed by Elizabeth Rivera. The filings are required to be signed by an authorized officer of the issuer. Please confirm that Ms. Rivera is an authorized officer
who is permitted to sign.

 Response: In response to the Staff’s comment, we note that Ms. Rivera is an Assistant
Treasurer for all Funds in the Legg Mason fund complex and is authorized to sign on the Funds’ behalf.

 11. Comment: In footnote (m) to
the Schedule of Investments for WA High Income Opportunity Fund Inc. (from the Fund’s annual report for the period ending September 30, 2015) there is a reference to unfunded loan commitments. Please represent that the Fund reasonably
believes that its assets will provide adequate coverage to satisfy all of its unfunded commitments.

 Response: In response to the
Staff’s comment, we note that the following disclosure is included within WA High Income Opportunity Fund Inc.’s Notes to Financial Statements (Note 1g):

“At September 30, 2015, the Fund had sufficient cash and/or securities to cover these commitments.”

12. Comment: Please refer to the AICPA expert panel minutes dated January 10, 2006 for a discussion of the disclosures that the SEC expects to see
regarding unfunded commitments. Please confirm that any unrealized capital gains and losses relating to unfunded commitments run through the Funds’ net assets, if applicable.

 Response: In response to the Staff’s comment, the Registrant confirms that unrealized
appreciation or depreciation, if any, with respect to unfunded commitments is recognized within the Funds’ net assets, if applicable.

 13.
Comment: Western Asset Core Plus VIT Portfolio holds centrally cleared CDS. Please confirm that the Fund covers the full notional value of these swaps. Please confirm that this approach is being applied wherever applicable.

Response: In response to the Staff’s comment, we confirm that the Funds cover the market value adjusted notional value of any
centrally cleared CDS contracts wherever applicable.

 14. Comment: For Funds holding payment-in-kind (PIK) bonds, please disclose the cash and PIK
bond rates in the security disclosure or in a footnote to the Schedule of Investments applicable to each holding that pays PIK.

Response: In response to the Staff’s comment, we confirm that the Funds disclose coupon rates for each security presented in the
schedule of investments. In addition, while there is no requirement under Regulation S-X or U.S. GAAP, the Funds identify the securities in which the issuer has the option to pay interest in cash or additional debt securities (“PIK
Securities”).

 15. Comment: For variable rate securities, please consider disclosing the “terms of rate”, such as whether interest
rates are linked to a base rate plus a spread, or whether there are floors on such rates.

 Response: In response to the
Staff’s comment, we confirm that the Funds disclose the most recent coupon rate for each variable rate security presented in the schedule of investments. In addition, while there is no requirement under Regulation S-X or U.S. GAAP to disclose
the terms of the rate such as whether the interest rates are linked to a base rate plus a spread or whether there are floors on such rates, the Funds identify the securities as being variable rate securities.

16. Comment: In the Statement of Assets and Liabilities, please include a line item on the Fund’s balance sheet for contingent liabilities in
accordance with Regulation S-X 6-04-15.

 Response: Regulation S-X 6-03(l) permits the omission of separate captions in financial
statements as to which the items and conditions are not present, or the amounts involved not significant. In response to the Staff’s comment, we confirm the Funds’ compliance with Regulation S-X 6-04-15.

17. Comment: For Western Asset High Income Fund II Inc. (HIX), the total accrued expenses on balances as of October 31, 2015 represented 40% of
the Fund’s total liabilities. Please confirm that all material liabilities have been disclosed in accordance with Regulation S-X 6-04-10.

 Response: In response to the Staff’s comment, we confirm that all material
liabilities have been disclosed in accordance with Regulation S-X 6-04-10. Accrued expenses per WA High Income Fund II Inc.’s October 31, 2015 Statement of Assets and Liabilities were $88,958. This represents 0.03% of the Fund’s total
liabilities of $260,789,606.

 18. Comment: In the Statement of Operations for WA US Treasury Obligations Portfolio, miscellaneous expenses exceed
5% of the Fund’s total expenses. Please confirm compliance with Regulation S-X 6-07, Item 2(b).

 Response: In response to
the Staff’s comment we confirm compliance with Regulation S-X 6-07, Item 2(b).

 19. Comment: In the Notes to Financial Statements
(generally), please confirm that the Funds are following the accounting and reporting requirements set forth in ASC 946.

 Response:
In response to the Staff’s comment we confirm that the Funds are following the accounting and reporting requirements set forth in ASC 946. Within the Notes to Financial Statements, each Fund discloses that it is registered under the Investment
Company Act of 1940, as amended, as an open-end (or closed-end) management investment company and also discloses that significant accounting policies are consistently followed by the Fund in conformity with U.S. GAAP.

20. Comment: For Western Asset Global High Income Fund Inc. (EHI), in the Notes to Financial Statements shown in the Fund’s annual report for the
period ending May 31, 2015, note 5 discusses an interest rate on a loan calculated at a variable rate based on LIBOR, plus any applicable margin. Please indicate which LIBOR rate this refers to (i.e., 1 month, 3 month etc.)

Response: In response to the Staff’s comment we confirm that the Fund is in compliance with the disclosure requirements of
Regulation S-X and the material terms of the line of credit are disclosed.

 21. Comment: We note that the Funds’ investment manager can
recapture amounts waived in certain circumstances. Please describe the total amounts subject to recapture. This comment applies to WA California Municipals Fund, as well as others.

Response: As described in Note 2 within the Notes to Financial Statements for Funds that are a series of Western Asset Funds, Inc., the
investment manager is permitted to recapture amounts waived and/or reimbursed to a class within two years after the fiscal year in which t

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Correspondence (26 registrants)

 September 5, 2013

VIA EDGAR

 Cindy J. Rose

Accountant

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 Disclosure Review and Accounting

 100 F Street N.E.

Washington DC 20549

Re:
Western Asset Emerging Markets Debt Fund Inc. (811-21343)

 Western Asset Emerging Markets Income Fund Inc. (811-07686)

 Western Asset Global
Corporate Defined Opportunity Fund Inc. (811-22334)

 Western Asset Global High Income Fund Inc. (811-21337)

Western Asset Global Partners Income Fund Inc. (811-07994)

 Western Asset High Income Fund Inc. (811-07162)

 Western Asset High Income Fund II
Inc. (811-08709)

 Western Asset High Income Opportunity Fund Inc. (811-07920)

Western Asset High Yield Defined Opportunity Fund Inc. (811-22444)

Western Asset Income Fund Inc. (811-02351)

 Western Asset Inflation Management Fund Inc. (811-21533)

 Western Asset Investment
Grade Defined Opportunity Trust Inc. (811-22294)

 Western Asset Intermediate Muni Fund Inc. (811-06506)

Western Asset Managed High Income Fund Inc. (811-07396)

 Western Asset Managed Municipals Fund Inc. (811-06629)

 Western Asset Middle
Market Debt Fund Inc. (811-22734)

 Western Asset Mortgage Defined Opportunity Fund Inc. (811-22369)

Western Asset Municipal Defined Opportunity Trust Inc. (811-22265)

Western Asset Municipal High Income Fund Inc. (811-05497)

 Western Asset Municipal Partners Fund Inc. (811-07362)

 Western Asset Premier Bond
Fund (811-10603)

 Western Asset Variable Rate Strategic Fund Inc. (811-21609)

Western Asset Worldwide Income Fund Inc. (811-08092)

 Western Asset / Claymore Inflation-Linked Opportunities & Income Fund Inc. (811-21477)

 Western Asset / Claymore Inflation-Linked Securities & Income Fund Inc. (811- 21403)

 Western Asset Funds Inc. (811-06110) (collectively, the “Legg Mason
Funds”)

 Dear Ms. Rose:

 On behalf of the Legg Mason Funds, I am responding to comments received from the Staff of the Securities and Exchange Commission by telephone on July 25, 2013. Set forth below are the comments and
responses.

 Comment: Western Asset Funds Inc. has two series whose annual reports do not appear in
filings. Please indicate whether they have been moved, merged or liquidated.

 Response: Western Asset
Enhanced Equity Fund, a series of Western Asset Funds Inc., has not commenced investment operations and thus has not issued an annual report. Western Asset Funds Inc. has no current plans to terminate this fund as a series. In addition, Western
Asset Asian Opportunities Fund, a series of Western Asset Funds Inc., commenced investment operations in November 2012 and has not completed its first fiscal year. Western Asset Asian Opportunities Fund filed its semi-annual report to stockholders
for the six months ended April 30, 2013 on June 25, 2013 and anticipates filing its annual report to stockholders for the twelve months ending October 31, 2013 in a timely manner.

Comment: Please update the payment-in-kind (“PIK”) footnote to the schedule of investments in the
financial statements included in the annual reports of the Legg Mason Funds to disclose the maximum amount of PIK interest that could be paid by each issuer.

 Response: The Legg Mason Funds disclose coupon rates for each security presented in the schedule of investments in the financial statements included in their annual reports. In
addition, while there is no requirement under Regulation S-X or U.S. GAAP, the Legg Mason Funds identify the securities in which the issuer has the option to pay interest in cash or additional debt securities (“PIK Securities”). We believe
that the identification of the PIK Securities combined with the disclosure of the coupon rates of each security meet the objective of the Staff’s comment to disclose the maximum amount of PIK interest paid by each issuer as of the end of the
reporting period. Nevertheless, we have taken this opportunity to improve the PIK footnote to the schedule of investments and will incorporate the new disclosure into future filings.

Current Disclosure:

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

 New Disclosure:

 Payment-in-kind security for which the issuer has
the option at each interest payment date to make interest payments in cash or additional debt securities.

 Please contact me
at 212-805-6024 or GPHoyt@leggmason.com with any questions or additional comments you may have about the Funds.

Very truly yours,

/s/ George P. Hoyt

CORRESP
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RESPONSE LETTER

 BINGHAM McCUTCHEN

Bingham McCutchen LLP

 150 Federal Street

 Boston, MA

 02110-1726

 T 617.951.8000

 F 617.951.8736

 September 2, 2005

 VIA EDGAR

 Valerie J. Lithotomos

 Division of Investment Management

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Re: The Registrants Listed on
the Attached Appendix (each, a “Registrant”)

 Dear Ms. Lithotomos:

 On behalf of each of the
Registrants, we are filing this letter to respond in writing to the Staff’s comments on the preliminary copy of the Letter to Shareholders, Notice of Meeting, Proxy Statement and Form of Proxy (together, the “Preliminary Proxy
Statement”) to be used in connection with a Special Meeting of Shareholders of each of the Registrants conveyed to us as representative of the Registrants by telephone on August 23, 2005. The Preliminary Proxy Statement was filed with the
Securities and Exchange Commission (the “Commission”) on August 11, 2005.

 Below are the Staff’s comments and the Registrants’ responses thereto.

 1. Comment: Consistent with the current practice of the Staff, the Registrants should furnish a “Tandy” letter.

 Response: In response to the Staff’s request, a letter from the
Registrants to the Commission containing certain acknowledgements requested by the Staff accompanies this letter.

 2. Comment: Will the advisory personnel change following the close of the transaction between Citigroup Inc. and Legg Mason, Inc.?

 Response: The Registrants understand that Citigroup and Legg Mason expect
that immediately following the closing of the transaction the funds will generally continue to be managed by the same portfolio managers or portfolio management teams. Following the close of the transaction, Legg Mason intends to review all aspects
of the funds’ operations. Legg Mason

will also take steps to combine the investment management operations of Western Asset Management Company and its affiliates (“Western Asset”) with
the fixed income operations of the advisers and, in relevant cases, the affiliated subadvisers to the funds. In light of this, the “Questions and Answers” and “Board Considerations” sections of the Preliminary Proxy Statement
provide that it is expected that these combination processes will result in changes to portfolio managers or portfolio management teams for a number of the funds, subject to Board consent and appropriate notice to shareholders, and that, in other
cases, the current portfolio managers or portfolio management teams will remain in place. In response to the Staff’s comment, the Registrants have added disclosure to these sections to state that there is a likelihood that certain fixed income
portfolio managers or portfolio management teams may not remain with the advisers or affiliated subadvisers or join Western Asset.

 3. Comment: Will the names of the advisers change following the close of the transaction between Citigroup and Legg Mason?

 Response: It is anticipated that the names of the advisers will remain the
same immediately following the closing of the transaction, but will eventually change. Upon closing of the transaction, Legg Mason will have a license which will permit the advisers to continue using their current names for up to twelve months
following the closing. In response to the Staff’s comment, the Registrants have added disclosure to that effect to the “Description of the Transaction” section of the proxy statement.

 4. Comment: Will the names of the funds change following the close of the
transaction between Citigroup and Legg Mason?

 Response: It is
anticipated that the names of the funds will remain the same immediately following the closing of the transaction, but will eventually change. Upon closing of the transaction, Legg Mason will have a license which will permit the funds to continue
using their current names for up to twelve months following the closing. For certain funds, arrangements may be made for a more extended license period. In response to the Staff’s comment, the Registrants have added disclosure to the
“Description of the Transaction” section of the proxy statement.

 5. Comment: Will Citigroup and Legg Mason still pay the costs of the proxy if the proposals are not successful?

 Response: In response to the Staff’s comment, the Registrants have added language to clarify that the costs of the proxy will be borne by Citigroup
and Legg Mason whether or not the proposals are successful.

 6.
Comment: In the “Questions and Answers” section of the proxy statement, the Staff requested that the Registrants expand the answer to the question “Will my Fund’s total advisory and administrative services fees increase?” to
elaborate on the changes in fees payable by shareholders.

 Response: In response to the Staff’s comment, the Registrants have supplemented the answer to clarify that, for those funds currently operating under separate investment management

and fund administration agreements, both functions will now be covered under one agreement (except in the case of Smith Barney Small Cap Core Fund, Inc.,
Greenwich Street Series - Equity Index Portfolio and Smith Barney S&P 500 Index Fund, which will continue to receive investment management and fund administration services under separate agreements) and shareholders of the funds will no
longer pay a separate administration fee. As a result, the management fee for certain funds will exceed the current advisory fee, but in no case will it exceed the current combined advisory and administrative fee.

 7. Comment: The Staff requested that the Registrants clarify the description
of voting in the “Vote Required and Manner of Voting Proxies” section of the proxy statement.

 Response: The section has been revised consistent with the Registrants’ discussions with the Staff.

 If you should have any further questions, please do not hesitate to contact
me at 617-951-8567.

 Sincerely,

 /s/ Paul B. Raymond

 Appendix

 Smith Barney Allocation Series Inc.

 Smith Barney Sector Series Inc.

 Smith Barney Multiple Discipline Trust

 Smith Barney Massachusetts Municipals Fund

 Smith Barney Institutional Cash Management Fund Inc.

 Smith Barney Investment Trust

 Smith Barney Aggressive Growth Fund Inc.

 Smith Barney Appreciation Fund Inc.

 Smith Barney Investment Funds Inc.

 Smith Barney World Funds, Inc.

 Smith Barney Equity Funds

 Travelers Series Fund Inc.

 Smith Barney Muni Funds

 SB Adjustable Rate Income Fund

 Intermediate Muni Fund Inc.

 Managed Municipals Portfolio Inc.

 Smith Barney Municipal Money Market Fund Inc.

 Municipal High Income Fund Inc.

 High Income Opportunity Fund Inc.

 Citigroup Investments Corporate Loan Fund Inc.

 Smith Barney Funds, Inc.

 Real Estate Income Fund Inc.

 Smith Barney Income Funds

 Zenix Income Fund Inc.

 Smith Barney Small Cap Core Fund, Inc.

 Managed High Income Portfolio Inc.

 Smith Barney Money Funds, Inc.

 Smith Barney Investment Series

 Smith Barney Fundamental Value Fund Inc.

 Smith Barney Trust II

 Greenwich Street Series Fund

 Salomon Funds Trust

 Smith Barney Managed Municipals Fund Inc.

 Variable Annuity Portfolios

 Smith Barney California Municipals Fund Inc.

 CitiFunds Premium Trust

 Smith Barney New Jersey Municipals Fund Inc.

 CitiFunds Institutional Trust

 Smith Barney Oregon Municipals Fund

 CitiFunds Trust I

 Smith Barney Arizona Municipals Fund Inc.

 CitiFunds Trust III

 Smith Barney Core Plus Bond Fund Inc.

 CITIGROUP ASSET MANAGEMENT ADVISED INVESTMENT COMPANIES

 125 Broad Street, 10th
Floor

 New York, New York 10004

 September 2, 2005

 Valerie J. Lithotomos

 Division of Investment Management

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Re: The Registrants Listed on
the Attached Appendix (each, a “Registrant”)

 Dear Ms. Lithotomos:

 In response to a comment
from the Staff in connection with its review of the preliminary copy of the Letter to Shareholders, Notice of Meeting, Proxy Statement and Form of Proxy to be used in connection with a Special Meeting of Shareholders of each of the Registrants filed
with the Securities and Exchange Commission (the “Commission”) on August 11, 2005, each Registrant acknowledges that, with respect to filings made by the Registrant with the Commission and reviewed by the Staff:

 (a) the Registrant is responsible for the adequacy and accuracy of the
disclosure in the filings;

 (b) Staff comments or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and

 (c) the Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Sincerely,

 By:

 /s/ Robert I. Frenkel

 Authorized Officer

 Appendix

 Smith Barney Allocation Series Inc.

 Smith Barney Sector Series Inc.

 Smith Barney Multiple Discipline Trust

 Smith Barney Massachusetts Municipals Fund

 Smith Barney Institutional Cash Management Fund Inc.

 Smith Barney Investment Trust

 Smith Barney Aggressive Growth Fund Inc.

 Smith Barney Appreciation Fund Inc.

 Smith Barney Investment Funds Inc.

 Smith Barney World Funds, Inc.

 Smith Barney Equity Funds

 Travelers Series Fund Inc.

 Smith Barney Muni Funds

 SB Adjustable Rate Income Fund

 Intermediate Muni Fund Inc.

 Managed Municipals Portfolio Inc.

 Smith Barney Municipal Money Market Fund Inc.

 Municipal High Income Fund Inc.

 High Income Opportunity Fund Inc.

 Citigroup Investments Corporate Loan Fund Inc.

 Smith Barney Funds, Inc.

 Real Estate Income Fund Inc.

 Smith Barney Income Funds

 Zenix Income Fund Inc.

 Smith Barney Small Cap Core Fund, Inc.

 Managed High Income Portfolio Inc.

 Smith Barney Money Funds, Inc.

 Smith Barney Investment Series

 Smith Barney Fundamental Value Fund Inc.

 Smith Barney Trust II

 Greenwich Street Series Fund

 Salomon Funds Trust

 Smith Barney Managed Municipals Fund Inc.

 Variable Annuity Portfolios

 Smith Barney California Municipals Fund Inc.

 CitiFunds Premium Trust

 Smith Barney New Jersey Municipals Fund Inc.

 CitiFunds Institutional Trust

 Smith Barney Oregon Municipals Fund

 CitiFunds Trust I

 Smith Barney Arizona Municipals Fund Inc.

 CitiFunds Trust III

 Smith Barney Core Plus Bond Fund Inc.