| | Global Markets & Investment Banking |
| | |
| | 4 World Financial Center - 5th Floor |
| | New York, New York 10080
212-449-6500 |
June 23, 2009
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Mailstop 4720, Washington, D.C. 20549
Attn.: Mr. Dominic Minore, Esq.
Re: | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
| | Pre-Effective Amendment to the Registration Statement on |
| | Form N-2, File Nos. 333-158780 and 811-22294 |
Dear Mr. Minore:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we, on behalf of the several underwriters, wish to advise you that distribution of the Registration Statement on Form N-2 as filed on May 29, 2009 and the Preliminary Prospectus dated May 29, 2009, began on May 29, 2009 and is expected to conclude at approximately 5:00 p.m., Eastern Time, on June 25, 2009, with anticipated distribution results as follows: a limited number of Registration Statements have or will be sent to underwriters and approximately 73,000 copies of the Preliminary Prospectus have or will be sent to underwriters, dealers and institutions.
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of the underwriters of the offering of shares of common stock of the Fund, hereby joins in the request of the Fund for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:00 p.m., Eastern Time, on June 25, 2009 or as soon thereafter as practicable.
| Very truly yours, |
| |
| MERRILL LYNCH & CO. |
| MERRILL LYNCH, PIERCE, FENNER & SMITH |
| INCORPORATED |
| |
| On behalf of the several Underwriters |
| |
| By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
| |
| |
| /s/ Hugh H. Haynes |
| Name: | Hugh H. Haynes |
| Title: | Assistant Vice President |
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