Clarion Partners Real Estate Income Fund (CPRDX)
Filed: 14 Jun 19, 12:00am
Simpson Thacher & BartlettLLP
900 G STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: +1-202-636-5500
FACSIMILE: +1-202-636-5502
Direct Dial Number (202) 636-5863 | E-mail Address david.blass@stblaw.com |
VIA EDGAR
June 14, 2019
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Karen Rossotto
| Re: | Clarion Partners Real Estate Income Fund Inc. |
Registration Statement on N-2, File Nos. 333-228963 and 811-23408
Ladies and Gentleman:
On behalf of Clarion Partners Real Estate Income Fund Inc. (the “Fund”), we are providing the following responses to oral comments from the staff (the “Staff”) of the Division of Investment Management of the Securities and Exchange Commission relating to Amendment No. 2 to the above-referenced registration statement on Form N-2 (the “Registration Statement”) received on June 12, 2019.
To assist your review, we have retyped our record of the Staff’s oral comments in italics below. The responses and information described below are based upon information provided to us by the Fund.
Securities and Exchange Commission | June 14, 2019 |
Cover
| 1. | After the sentence on the cover page that states “It is expected that a majority of the Fund’s underlying investments in real estate will be located in the United States” please state that the Fund will make foreign investments. |
Response:
The Fund has revised the disclosure in its prospectus filed pursuant to Rule 497 under the Securities Act in response to this comment.
Page 29
| 2. | Please remove the reference to diversification in the below text: “Although the Fund is a “non-diversified” investment company within the meaning of the 1940 Act, the Fund will seek to achieve diversification by investing across real estate asset classes, property types, positions in the capital stack, and geographic locations.” |
Response:
The Fund confirms that the requested change was made in the Fund’s prospectus filed pursuant to Rule 497 under the Securities Act.
Page 80
| 3. | If representatives of the Adviser will be on the LMPFA Valuation Committee please include disclosure related to this conflict of interest in the same way the Valuation Risk Factor includes conflict disclosure related to Clarion Partners’ involvement in the Fund’s valuation process. |
Response:
The Fund confirms that the requested change was made in the Fund’s prospectus filed pursuant to Rule 497 under the Securities Act.
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Please do not hesitate to call me at (202) 636-5500 or Benjamin Wells (212) 455-2516 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.
| Very truly yours, |
/s/ David W. Blass |
| David W. Blass |
| cc: | Benjamin Wells, Simpson Thacher & Bartlett LLP |
George Hoyt, Legg Mason
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