Clarion Partners Real Estate Income Fund Inc. Sample Contracts

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

THIS AGREEMENT is made as of January 1, 2018 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and The Bank of New York Mellon (the “Custodian”).

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REVOLVING CREDIT AGREEMENT CLARION PARTNERS REAL ESTATE INCOME FUND INC., as the Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent, the Letter of Credit Issuer and a Lender April 22, 2021
Revolving Credit Agreement • April 29th, 2021 • Clarion Partners Real Estate Income Fund Inc. • New York

THIS REVOLVING CREDIT AGREEMENT, is dated as of April 22, 2021, by and among CLARION PARTNERS REAL ESTATE INCOME FUND INC., a Maryland corporation (the “Borrower”), the banks and financial institutions from time to time party hereto as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the Administrative Agent (as hereinafter defined) for the Secured Parties, the Letter of Credit Issuer and a Lender.

FUND ACCOUNTING SERVICES AGREEMENT
Fund Accounting Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.
SUBADVISORY AGREEMENT
Subadvisory Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2019, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Clarion Partners, LLC, a New York limited liability company (the “Subadviser”).

REVOLVING CREDIT AGREEMENT Dated as of November 30, 2021 among CLARION PARTNERS REAL ESTATE INCOME FUND INC., as Borrower, CERTAIN SUBSIDIARIES THEREOF, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other...
Revolving Credit Agreement • April 28th, 2022 • Clarion Partners Real Estate Income Fund Inc. • New York

This REVOLVING CREDIT AGREEMENT (as amended, restated or supplemented from time to time, this “Credit Agreement”) is entered into as of November 30, 2021, by and among CLARION PARTNERS REAL ESTATE INCOME FUND INC., a Maryland corporation (“Borrower”), each Guarantor (herein defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

DISTRIBUTION AGREEMENT
Distribution Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • Maryland

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this day of April, 2019 by and between Clarion Partners Real Estate Income Fund Inc. (“Investment Company”), a Maryland corporation, and Legg Mason Investor Services, LLC (“Distributor”).

FORM OF DEALER AGREEMENT Legg Mason Investor Services, LLC
Dealer Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

We, Legg Mason Investor Services, LLC (the “Distributor,” “LMIS,” “We,”) have an agreement (the “Distribution Agreement”) with Clarion Partners Real Estate Income Fund, Inc. (the “Fund”), pursuant to which We act as the principal underwriter and distributor for the sale of the shares of beneficial interest of the Fund (“Shares”), and as such We have the right to distribute Shares for resale.

AMENDED AND RESTATED MANAGEMENT AGREEMENT Franklin Templeton Fund Adviser, LLC
Management Agreement • April 29th, 2024 • Clarion Partners Real Estate Income Fund Inc.

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], 2024, by and between Clarion Partners Real Estate Income Fund Inc. (the “Fund”) and Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC), a Delaware limited liability company (the “Manager”).

ADMINISTRATION AGREEMENT
Administration Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

THIS AGREEMENT is made as of January 1, 2018, by The Bank of New York Mellon, a New York banking organization (“BNY Mellon”), and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Investment Advisor”).

Amendment No. 3 To Fund Accounting Services Agreement
Fund Accounting Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

This Amendment No. 3 To Fund Accounting Services Agreement (“Amendment No. 3”), dated as of May 23, 2019 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“Fund Accounting Agent”) and each Fund identified on Exhibit A to this Amendment No. 3 on behalf of each of its Portfolios identified on Exhibit A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

Subscription Agreement, dated as of March 27, 2019, by and between Clarion Partners Real Estate Income Fund Inc., a corporation established under the laws of Maryland (the “Fund”), and Legg Mason Inc. (the “Purchaser”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 2019, by and between Clarion Partners Real Estate Income Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of November 15, 2024 among CPREIF OPERATING PARTNERSHIP L.P., as Borrower, CLARION PARTNERS REAL ESTATE INCOME FUND INC. and CERTAIN SUBSIDIARIES THEREOF, as Guarantors, BANK OF AMERICA, N.A.,...
Revolving Credit Agreement • December 13th, 2024 • Clarion Partners Real Estate Income Fund Inc. • New York

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated or supplemented from time to time, this “Credit Agreement”) is entered into as of November 15, 2024, by and among CPREIF OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Borrower”), CLARION PARTNERS REAL ESTATE INCOME FUND INC., a Maryland corporation (“Parent”), each other Guarantor (herein defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

Services Agreement
Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York
SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

This SUB-SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2019, by and among Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), Clarion Partners, LLC, a New York limited liability company (“Subadviser”); and Western Asset Management Company, LLC, a California limited liability company (the “Sub-Subadviser”).

Amendment No. 2 To Custodian Services Agreement
Custodian Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

This Amendment No. 2 To Custodian Services Agreement (“Amendment No. 2”), dated as of March 13, 2019 (“Effective Date”), is being entered into by and among The Bank of New York Mellon (the “Custodian”) and each Fund identified on Exhibit A to this Amendment No. 2 on behalf of each of its Portfolios identified on Exhibit A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

Amendment No. 3 To Administration Agreement
Administration Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

This Amendment No. 3 To Administration Agreement (“Amendment No. 3”), dated as of June 6, 2019 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“BNY Mellon”) and Legg Mason Partners Fund Advisor, LLC (the “Investment Advisor”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

REAL ESTATE ADMINISTRATIVE SERVICES AGREEMENT
Real Estate Administrative Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

THIS REAL ESTATE ADMINISTRATION SERVICES AGREEMENT (the “RE ASA”) made as of , 2019 by and between Clarion Partners Real Estate Income Fund Inc. (the “Fund”), and The Bank of New York Mellon, a corporation organized under the laws of the State of New York, through its Alternative Investment Services group (“BNYM-AIS”).

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