May 28, 2009 IM Ref. No. 20095261353 RESPONSE OF THE OFFICE OF CHIEF COUNSEL Citigroup Global Markets, Ine. DIVISION OF INVESTMENT MANAGEMENT File No. 801-3387 Your letter dated May 28, 2009 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission (“Commission”) under Section 34(b) or 35(d) of the Investment Company Act of 1940 (the “Act”) or Rule 22c-1 thereunder against a registered open-end investment company that holds itself out as a money market fund in reliance on Rule 2a-7 under the Act (“Money Market Fund”) if it acquires and treats a Window Variable Rate Demand Bond (“WVRDB”), as described in your letter, as a “Long Term Variable Rate Security” for the purposes of paragraph (4)(3) of Rule 2a-7 under the Act. Based on the facts and representations set forth in your letter, we would not recommend that the Commission take any enforcement action under Section 34(b) or 35(d) of the Act or Rule 22c-1 thereunder against a Money Market Fund if it acquires and treats a WVRDB, as described in your letter, as a “Long Term Variable Rate Security” for the purposes of paragraph (4)(3) of Rule 23-7 under the Act, provided the Money Market Fund otherwise complies with Rule 22-7, as now in effect or as it may be amended. This response expresses our view on enforcement action only and does not express any legal or interpretive conclusion on the issues presented. Because our position is based upon the representations made to us in your ietter, any different facts o: representations may require a different conclusion. LLP Stephen Van Meter Senior Counsel