SUBADVISORY AGREEMENTSubadvisory Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 12th day of May, 2021, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this 12th day of May, 2021, by and between Western Asset Diversified Income Fund (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).
Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of December 15, 2020, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • November 17th, 2020 • Western Asset Diversified Income Fund
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”).
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGSMaster Selected Dealers Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of March 1, 2019, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Western Asset Diversified Income Fund (the “Fund”).
Shares WESTERN ASSET DIVERSIFIED INCOME FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
FUND ACCOUNTING SERVICES AGREEMENTFund Accounting Services Agreement • May 25th, 2021 • Western Asset Diversified Income Fund
THIS AGREEMENT is made as of January 1, 2018 by and between The Bank of New York Mellon (the “Fund Accounting Agent”), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • November 17th, 2020 • Western Asset Diversified Income Fund • New York
AGREEMENT, dated as of March 14, 2016 (the “Effective Date”) by and between each of the investment companies listed on Schedule A attached hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business as listed on Schedule A, as amended from time to time, and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”) each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021. Any references herein to “the Fund” are meant to encompass each applicable Fund or any series thereof, as the context requires.
ContractSubadvisory Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 12th day of May, 2021, by and between Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”) and Western Asset Management Company Pte. Ltd., a corporation organized under the laws of SINGAPORE (“WESTERN SINGAPORE”).
ContractSubadvisory Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 12th day of May, 2021, by and between Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WESTERN LONDON”).
ContractSubadvisory Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 12th day of May, 2021, by and between Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”) and Western Asset Management Company Ltd, a corporation organized under the laws of Japan (“WESTERN JAPAN”).
FEE AGREEMENTFee Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2021 (the “Underwriting Agreement”), by and among Western Asset Diversified Income Fund (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Company”), Western Asset Management Company, LLC and each of the underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FEE AGREEMENTFee Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2021 (the “Underwriting Agreement”), by and among Western Asset Diversified Income Fund (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Company”), Western Asset Management Company, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FEE AGREEMENTFee Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2021 (the “Underwriting Agreement”), by and among Western Asset Diversified Income Fund (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Adviser”), Western Asset Management Company, LLC, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Amendment No. 9 To Custodian Services AgreementCustodian Services Agreement • June 24th, 2021 • Western Asset Diversified Income Fund
This Amendment No. 9 To Custodian Services Agreement (“Amendment No. 9”), dated as of May 1, 2021 (“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. 9 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. 9 To Transfer Agency and Services AgreementTransfer Agency and Services Agreement • June 24th, 2021 • Western Asset Diversified Income Fund
This Amendment No. 9 To Transfer Agency and Services Agreement (“Amendment No. 9”), dated as of March 19, 2021 (“Effective Date”), is being entered into by and between Computershare Inc. (“Computershare”), Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”) and the investment companies listed on the signature page to this Amendment No. 9 (“each a “Fund” and collectively the “Funds”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [ ], 2021 by and between BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”) and Legg Mason Partners Fund Advisor, LLC (the “Investment Manager”).
FEE AGREEMENTFee Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2021 (the “Underwriting Agreement”), by and among Western Asset Diversified Income Fund (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Adviser”), Western Asset Management Company, LLC and each of the Underwriters named in Schedule I thereto (the “Underwriters”), with respect to the issue and sale of the Fund’s Common Shares (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 24th, 2021 • Western Asset Diversified Income Fund
Subscription Agreement, dated as of April 14, 2021, between Western Asset Diversified Income Fund, a statutory trust organized under the laws of Maryland (the “Fund”) and Franklin Resources, Inc. (the “Purchaser”).
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
Amendment No. 1, dated as of June 17, 2021 (this “Amendment”), to the Subscription Agreement, dated as of April 14, 2021, between Western Asset Diversified Income Fund, a statutory trust organized under the laws of Maryland (the “Fund”) and Franklin Resources, Inc. (the “Purchaser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2021 • Western Asset Diversified Income Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2021 (the “Underwriting Agreement”), by and among Western Asset Diversified Income Fund (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Advisor”), Western Asset Management Company, LLC and each of the Underwriters named in Schedule I therein (the “Underwriters”), with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Amendment No. 8 To Fund Accounting Services AgreementFund Accounting Services Agreement • May 25th, 2021 • Western Asset Diversified Income Fund
This Amendment No. 8 To Fund Accounting Services Agreement (“Amendment No. 8”), dated as of May 1, 2021 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (the “Fund Accounting Agent”) and each Fund identified on Exhibit A to this Amendment No. 8 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 AGREEMENTSubscription Agreement • November 17th, 2020 • Western Asset Diversified Income Fund
Subscription Agreement, dated as of , 2020, between Western Asset Diversified Income Fund, a statutory trust organized under the laws of Maryland (the “Fund”) and (the “Purchaser”).
Clarion Partners Real Estate Income Fund Inc. (CPREIF) ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM), ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR),...Western Asset Diversified Income Fund • June 29th, 2021
Clarion Partners Real Estate Income Fund Inc. (CPREIF) ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM), ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR), BrandywineGLOBAL - Global Income Opportunities Fund Inc. (NYSE: BWG), LMP Capital and Income Fund Inc. (NYSE: SCD), Western Asset Corporate Loan Fund Inc. (NYSE: TLI), Western Asset Emerging Markets Debt Fund Inc. (NYSE: EMD), Western Asset Global Corporate Defined Opportunity Fund Inc. (NYSE: GDO), Western Asset Global High Income Fund Inc. (NYSE: EHI), Western Asset High Income Fund II Inc. (NYSE: HIX), Western Asset High Income Opportunity Fund Inc. (NYSE: HIO), Western Asset High Yield Defined Opportunity Fund Inc. (NYSE: HYI), Western Asset Inflation-Linked Income Fund (NYSE: WIA), Western Asset Inflation-Linked Opportunities and Income Fund (NYSE: WIW), Western Asset Intermediate Muni Fund Inc. (NYSE: SBI), Western Asset Investment Grade Defined
Clarion Partners Real Estate Income Fund Inc. (CPREIF) ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM), ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR),...Western Asset Diversified Income Fund • June 29th, 2021
Clarion Partners Real Estate Income Fund Inc. (CPREIF) ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM), ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR), BrandywineGLOBAL - Global Income Opportunities Fund Inc. (NYSE: BWG), LMP Capital and Income Fund Inc. (NYSE: SCD), Western Asset Corporate Loan Fund Inc. (NYSE: TLI), Western Asset Emerging Markets Debt Fund Inc. (NYSE: EMD), Western Asset Global Corporate Defined Opportunity Fund Inc. (NYSE: GDO), Western Asset Global High Income Fund Inc. (NYSE: EHI), Western Asset High Income Fund II Inc. (NYSE: HIX), Western Asset High Income Opportunity Fund Inc. (NYSE: HIO), Western Asset High Yield Defined Opportunity Fund Inc. (NYSE: HYI), Western Asset Intermediate Muni Fund Inc. (NYSE: SBI), Western Asset Investment Grade Defined Opportunity Trust Inc. (NYSE: IGI), Western Asset Managed Municipals Fund Inc. (NYSE: MMU), Western Asset Middle Market Debt Fund
