Western Asset Emerging Markets Income Fund Ii Inc. Sample Contracts

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Western Asset Emerging Markets Income Fund II Inc. SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2008 • Western Asset Emerging Markets Income Fund Ii Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • July 11th, 2008 • Western Asset Emerging Markets Income Fund Ii Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Western Asset Emerging Markets Income Fund II Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • July 11th, 2008 • Western Asset Emerging Markets Income Fund Ii Inc.

THIS AGREEMENT is made as of January 1, 2007 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to...
Custodian Services Agreement • August 27th, 2007 • Western Asset Emerging Markets Income Fund Ii Inc.

April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to date, the ?Agreement?), by and among State Street Bank and Trust Company, a Massachusetts trust company, and each management investment company identified as an ?Existing Fund? on Schedule I hereto (each, a ?Fund? and, collectively, the ?Funds?) on behalf of each of its series, if any, identified as ?Existing Portfolio? on Schedule I hereto (each, a ?Portfolio? and, collectively, the ?Portfolios?) and certain other affiliated management investment companies. In connection with a restructuring of the complex of which the Funds are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Schedule I hereto (each, a ?Closing Date?), many of the Funds and Portfolios will be reorganized as set forth on Schedule I h

77Q- EDF (N4AH) April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007...
Custodian Services Agreement • January 28th, 2008 • Western Asset Emerging Markets Income Fund Ii Inc.

April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to date, the "Agreement"), by and among State Street Bank and Trust Company, a Massachusetts trust company, and each management investment company identified as an "Existing Fund" on Schedule I hereto (each, a "Fund" and, collectively, the "Funds") on behalf of each of its series, if any, identified as "Existing Portfolio" on Schedule I hereto (each, a "Portfolio" and, collectively, the "Portfolios") and certain other affiliated management investment companies. In connection with a restructuring of the complex of which the Funds are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Schedule I hereto (each, a "Closing Date"), many of the Funds and Portfolios will be reorganized as set forth on Schedule I h

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • July 11th, 2008 • Western Asset Emerging Markets Income Fund Ii Inc. • New York

AGREEMENT, dated as of March 20, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 10004 and American Stock Transfer, Inc. (‘Transfer Agent”), a New York corporation with principal offices at 59 Maiden Lane, New York, New York 10038.

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