INTER-AFFILIATE TRANSFER AGREEMENT
(Advisory Agreement)
Western Asset Funds, Inc.
This Inter-Affiliate Transfer Agreement
(Transfer Agreement) is made as of the 30th day of
September 2009 by and among Western Asset Funds, Inc.
(the Fund), Western Asset Management Company (WAMCO
or the Adviser), ▇▇▇▇ ▇▇▇▇▇ Fund Adviser, Inc.
(LMFA), and ▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor, LLC
(LMPFA).
Recitals
The Fund is an open-end management investment
company registered under the Investment Company Act
of 1940, as amended (1940 Act); and
The Fund and LMFA are parties to Investment
Management Agreements with each series of the Fund,
as set forth on Appendix 1 hereto, pursuant to which
LMFA provides certain investment advisory,
management, and administrative services to each
series of the Fund; and
LMFA and the Adviser are parties to Advisory
Agreements with respect to certain series of the
Fund, as set forth on Appendix 2 hereto (each an
Advisory Agreement), pursuant to which LMFA delegates
to the Adviser investment advisory duties with
respect to such series of the Fund; and
LMFA and LMPFA are affiliated by virtue of
being wholly owned subsidiaries of ▇▇▇▇ ▇▇▇▇▇, Inc.
and share common officers, directors, and employees;
and
LMFA desires to transfer its duties and
obligations under the Advisory Agreement to LMPFA,
and LMPFA is willing to accept the transfer and
assume the duties and obligations under the
Management Agreement on the terms and conditions set
forth herein; and
The Fund and WAMCO each has agreed to the
proposed transfer;
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby
agree as follows:
1a. Transfer and Assumption. The parties agree
that the terms and conditions of each Advisory
Agreement are incorporated herein by reference.
Effective September 30, 2009, LMFA hereby transfers,
conveys and sets over all of its rights, interests,
claims and entitlements under each Advisory Agreement
to LMPFA and to its successors and permitted assigns,
to have and to hold the same forever. LMPFA hereby
undertakes, assumes, and agrees to perform or
otherwise discharge when due all covenants,
liabilities, duties and obligations of LMFA under or
in connection with or arising out of each Advisory
Agreement. Except as expressly herein provided, this
Transfer Agreement shall not be construed to modify,
terminate or merge any rights any party to an
Advisory Agreement has pursuant to the terms thereof,
and the parties hereby confirm all of the terms and
provisions of each Advisory Agreement as remaining in
full force and effect.
1b. Representations (i) Each of LMFA and LMPFA
represents and warrants to the Fund and the Adviser
that such transfer, conveyance and set over will not
result in the automatic termination of an Advisory
Agreement as a result of an assignment within the
meaning set forth in the 1940 Act and the regulations
thereunder and (ii) LMPFA makes all representations
and warranties of LMFA in the Advisory Agreement with
the same force and effect as if set forth fully
herein.
2. Consent. The Fund and the Adviser each hereby
consents and agrees to the foregoing transfer and
assumption.
3. Further Assurances. Each of the parties agrees
to execute and deliver, at its own expense, such
further documents, and to do such further things, as
another party may reasonably request in order to more
fully effectuate the transactions contemplated by
this Transfer Agreement.
4. Counterparts. This Transfer Agreement may be
executed in any number of counterparts, all of which
when taken together shall constitute but one and the
same instrument, and any of the parties hereto may
execute this Transfer Agreement by signing any such
counterpart.
IN WITNESS WHEREOF, the parties hereto have
caused this Transfer Agreement to be executed by
their respective officers, or other authorized
signatories, as of the date first above written.
ATTEST: WESTERN ASSET
MANAGEMENT
COMPANY
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST: WESTERN ASSET
FUNDS, INC.
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST: ▇▇▇▇ ▇▇▇▇▇ FUND
ADVISER, INC.
By: /s/ By:
/s/______________
_______
Name:
Title:
ATTEST: ▇▇▇▇ ▇▇▇▇▇
PARTNERS FUND ADVISOR, LLC
By: /s------------------- By:
/s_______________
_______
Name:
Title:
Appendix 1
Investment
Company
Series
Date of
Agreement
Western Asset
Funds, Inc.
Western Asset
Intermediate Bond
Portfolio
Western Asset
Intermediate Plus
Bond Portfolio
Western Asset
Core Bond
Portfolio
Western Asset
Core Plus Bond
Portfolio
Western Asset
Inflation Indexed
Plus Bond
Portfolio
Western Asset
High Yield
Portfolio
Western Asset Non
U.S. Opportunity
Bond Portfolio
Western Asset
Limited Duration
Bond Portfolio
Western Asset
Absolute Return
Portfolio
Western Asset
Global Strategic
Income Portfolio
Western Asset
Enhanced Equity
Portfolio
December 31,
2001
December 31,
2001
December 31,
2001
December 31,
2001
December 31,
2001
December 31,
2001
December 31,
2001
September 29,
2003
June 30, 2006
December 31,
2001
December 31,
▇▇▇▇
▇▇▇▇▇▇▇▇ 2
Investment
Company
Series
Date of
Agreement
Western Asset
Funds, Inc.
Western Asset
Intermediate Bond
Portfolio
Western Asset
Intermediate Plus
Bond Portfolio
Western Asset Core
Bond Portfolio
Western Asset Core
Plus Bond Portfolio
Western Asset
Inflation Indexed
Plus Bond Portfolio
Western Asset High
Yield Portfolio
Western Asset
Limited Duration
Bond Portfolio
Western Asset
Absolute Return
Portfolio
Western Asset Global
Strategic Income
Portfolio
Western Asset
Enhanced Equity
Portfolio
December 31,
2001
December 31,
2001
December 31,
2001
December 31,
2001
August 1, 2003
December 31,
2001
September 29,
2003
June 30, 2006
December 31,
2001
December 31,
2001
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