SEC Division of Investment Management staff letter: ClearBridge Energy Midstream Opportunity Fund Inc. -- Omission of Shareholder Proposal Submitted by Spencer McGowan Pursuant to Rule 14a-8

Simpson Thacher & Bartlett LLP
900 G STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: +1-202-636-5500
FACSIMILE: +1-202-636-5502
Direct Dial Number
+1-202-636-5806
E-mail Address ryan.brizek@stblaw.com
NEW YORK BEIJING HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SÃ O PAULO TOKYO January 12, 2021 By Email to IMshareholderproposals@sec.gov Ms. Karen Rossotto U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 Re: Exchange Act Rule 14a-8: Omission of Shareholder Proposal from the 2021 Proxy Statement of ClearBridge Energy Midstream Opportunity Fund Inc. Dear Ms. Rossotto:
We are counsel to ClearBridge Energy Midstream Opportunity Fund Inc. (the “Fund”), a closed-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and trading on the New York Stock Exchange under the ticker symbol “EMO”. On December 30, 2020, the Fund received a shareholder proposal and supporting statement (together, the “Proposal”) from Spencer McGowan, owner of McGowanGroup Asset Management Inc. (the “Proponent”), for inclusion in the proxy statement and related materials (the “Proxy Statement”) associated with the Fund’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). For the reasons discussed below, in accordance with Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Fund hereby gives notice of its intention to omit the Proponent’s shareholder proposal from the Proxy Statement. The Fund hereby respectfully requests that the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) confirm that it will not recommend enforcement action to the Commission if the Proposal is omitted from the Fund’s Proxy Statement for the reasons set forth herein.
I. Background
The Proponent submitted the Proposal to be included in the Fund’s Proxy Statement by letter dated December 29, 2020, attached hereto as Exhibit A (the “Proposal”). The Proposal stated:
BE IT RESOLVED, that the shareholders of ClearBridge Energy Midstream Opportunity Fund, Inc. (“EMO” or the “Fund”), assembled at the annual meeting in person and by proxy, request that the Board of Directors (“Board”) authorize and take all steps necessary to pursue a self-tender offer for at least 30% of outstanding common shares of the Fund at net asset value (“NAV”).