Fitch Affirms Clearbridge Closed-End Fund Notes at 'AAA'

Fitch Ratings has affirmed the 'AAA' ratings assigned to the senior secured notes issued by the following closed-end funds managed by Legg Mason Partners Fund Advisor, LLC (LMPFA) and subadvised by ClearBridge Investments, LLC. A complete list of rated note series follows at the end of this press release.

--Clearbridge Energy MLP Fund Inc. (NYSE: CEM)

--Clearbridge American Energy MLP Fund Inc. (NYSE: CBA)

--ClearBridge Energy MLP Opportunities Fund Inc. (NYSE: EMO)

--ClearBridge Energy MLP Total Return Fund Inc. (NYSE: CTR)

KEY RATING DRIVERS

The rating assignments and affirmations reflect:

--Sufficient asset coverage provided to the senior notes as calculated per the fund's asset coverage tests;

--The structural protections afforded by mandatory collateral maintenance and de-leveraging provisions in the event of asset coverage declines;

--The legal and regulatory parameters that govern the fund's operations;

--The capabilities of ClearBridge Investments, LLC as investment advisor.

FUNDS PROFILE

CEM, CBA, CTR, and EMO are non-diversified, closed-end management investment companies sharing similar investment goals, including obtaining a high level of total return with an emphasis on current distributions. The funds invest the majority of their portfolios securities of publicly-traded Master Limited Partnerships (MLP) and their affiliates in the energy infrastructure sector. These companies gather, transport, process, store, distribute or market natural gas, natural gas liquids, coal, crude oil, refined petroleum products or other natural resources, or explore, develop, manage or produce such commodities.

ASSET COVERAGE

As of Dec. 31, 2013, the funds' asset coverage ratios for senior unsecured notes, as calculated in accordance with the Investment Company Act of 1940 (1940 Act), were in excess of 300%, which is the minimum asset coverage required by the 1940 Act. At the same time, the funds asset coverage ratios for these notes met Fitch's applicable rating criteria. All note series are deemed to be pari passu to each other in the funds' capital structures.

STRUCTURAL PROTECTIONS

Should the asset coverage tests decline below their minimum threshold amounts (as tested on the last business day of each week), under the terms of the notes the fund is required to deliver notice to the note purchasers within five business days. The fund manager is then expected to cure the breach by altering the composition of the portfolio toward assets with lower discount factors (for Fitch OC Tests breaches), or by reducing leverage in a sufficient amount (for both the Fitch OC Tests and the 1940 Act test breaches) within a pre-specified time period (a maximum of 47 calendar days for the Fitch OC Tests and a longer period for the 1940 Act test).

Failure to cure an asset coverage breach as described above is an event of default under the terms of the notes. The fund must then deliver a notice within five business days to the note purchasers and a majority vote of note purchasers may then declare all the notes then outstanding to be immediately due and payable.

The fund is also prohibited from paying out a common stock dividend if it fails to cure a breach to the notes' 300% 1940 Act asset coverage test. Fitch views this as an added incentive to cure and deleverage in a timely manner, regardless of acceleration by the notes purchasers.

LEVERAGE

As of Dec. 31, 2013, CBA total assets were $1,485 million supporting $275 million of secured senior notes and $100 million of bank borrowing. As of the same date, CEM total assets were $2,797 million supporting $367 million of secured senior notes and $58 million of bank borrowing; CTR total assets were $1,284 million supporting $180 million of secured senior notes and $80 million of bank borrowing; and EMO total assets were $1,107 million supporting $150 million of secured senior notes and $60 million of bank borrowing.

THE ADVISOR

LMPFA and ClearBridge are wholly owned subsidiaries of Legg Mason, Inc., a global asset management firm with $680 billion in assets under management as of Dec. 31, 2013. ClearBridge is Legg Mason, Inc.'s largest equity manager with approximately $86 billion in assets under management, including $6 billion in energy MLPs, as of Dec. 31, 2013. It provides clients with a diverse line of equity-focused strategies in various investment options.

Fitch affirms the following ratings at 'AAA':

Clearbridge American Energy MLP Fund (CBA):

--$55,000,000 3.25% series A Senior Secured Notes due Oct 15, 2018;

--$60,000,000 3.89% series B Senior Secured Notes due Oct 15, 2020;

--$85,000,000 4.51% series C Senior Secured Notes due Oct 15, 2023;

--$75,000,000 4.66% series D Senior Secured Notes due Oct 15, 2025.

Clearbridge Energy MLP Fund (CEM):

--$25,000,000 2.80% series A Senior Secured Notes due July 12, 2015;

--$50,000,000 3.53% series B Senior Secured Notes due July 12, 2019;

--$102,000,000 4.06% series C Senior Secured Notes due July 12, 2022;

--$90,000,000 4.21% series D Senior Secured Notes due July 12, 2024;

--$50,000,000 3.65% series A Senior Secured Notes due June 6, 2023;

--$50,000,000 3.78% series B Senior Secured Notes due June 6, 2025;

Clearbridge Energy MLP Opportunity Fund (EMO):

--$40,000,000 3.27% series A Senior Secured Notes due Feb 7, 2020;

--$50,000,000 3.87% series B Senior Secured Notes due Feb 7, 2023;

--$60,000,000 4.02% series C Senior Secured Notes due Feb 7, 2025;

Clearbridge Energy MLP Total Return Fund (CTR):

--$30,000,000 3.33% series A Senior Secured Notes due March 28, 2020;

--$70,000,000 3.93% series B Senior Secured Notes due March 28, 2023;

--$80,000,000 4.08% series C Senior Secured Notes due March 28, 2025;

RATINGS SENSITIVITY

The rating is based on the terms of the notes stipulating mandatory collateral maintenance and de-leveraging provisions in the event of asset coverage declines. Should the fund fail to cure an asset coverage breach, or the note purchasers not declare the notes due and payable upon an event of default due to an asset coverage breach, this may lengthen exposure to market value risk and cause the ratings to be lowered by Fitch.

The ratings may also be sensitive to material changes in the credit quality or market risk profile of the fund. A material adverse deviation from Fitch guidelines for any key rating driver could cause the ratings to be lowered by Fitch.

For additional information about Fitch closed-end fund ratings guidelines, please review the criteria referenced below, which can be found on Fitch's website.

To receive complimentary closed-end fund research, opt-in at the following link:

http://pages.fitchemail.fitchratings.com/FAMCEFBlankOptin/

Additional information is available at www.fitchratings.com.

Applicable Criteria and Related Research:

--'Rating Closed-End Fund Debt and Preferred Stock' (Aug. 14, 2013).

--'MLP Closed-End Funds: A Capital Structure Case Study' (Dec. 2, 2013);

--'2014 Outlook: U.S. Closed-End Fund Leverage' (Jan. 14, 2014).

Applicable Criteria and Related Research:

Rating Closed-End Fund Debt and Preferred Stock

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=716220

MLP Closed-End Funds: A Capital Structure Case Study

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=723839

2014 Outlook: U.S. Closed-End Fund Leverage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=730159

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=819877

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