INTER-AFFILIATE TRANSFER AGREEMENT
Western Asset Income Fund
This Inter-Affiliate Transfer Agreement (Transfer
Agreement) is made as of the 30th day of September 2009
by and among Western Asset Income Fund (Fund), Western
Asset Management Company (WAMCO), a California
Corporation, Xxxx Xxxxx Fund Adviser, Inc. (LMFA), a
Maryland Corporation, and Xxxx Xxxxx Partners Fund
Advisor, LLC (LMPFA).
Recitals
The Fund is an closed-end management investment
company registered under the Investment Company Act of
1940, as amended (1940 Act); and
The Fund, WAMCO and LMFA are parties to an
Administrative Services Agreement dated September 22,
2002 (the Agreement) pursuant to which LMFA provides
certain administrative services to the Fund; and
LMFA and LMPFA are affiliated by virtue of being
wholly owned subsidiaries of Xxxx Xxxxx, Inc. and share
common officers, directors, and employees; and
LMFA desires to transfer its duties and
obligations under the Agreement to LMPFA, and LMPFA is
willing to accept the transfer and assume the duties
and obligations under the 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 the 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 the 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 the
Agreement. Except as expressly herein provided, this
Transfer Agreement shall not be construed to modify,
terminate or merge any rights any party to the
Agreement has pursuant to the terms thereof, and the
parties hereby confirm all of the terms and provisions
of the Agreement as remaining in full force and effect.
1b. Representations. (i) Each of LMFA and LMPFA
represents and warrants to the Fund and WAMCO that such
transfer, conveyance and set over will not result in
the automatic termination of the Agreement as a result
of an assignment within the meaning set forth in the
Agreement.
(ii) LMPFA makes all
representations and warranties of LMFA in the Agreement
with the same force and effect as if set forth fully
herein.
2. Consent. The Fund and WAMCO 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
INCOME FUND
By: /s/ By: /s/
______________________
Name:
Title:
ATTEST: XXXX XXXXX FUND
ADVISER, INC.
By: /s/ By:
/s/________________
_____
Name:
Title:
ATTEST: XXXX XXXXX PARTNERS
FUND ADVISOR, LLC
By: /s------------------- By:
/s_________________
_____
Name:
Title:
ATTEST: WESTERN ASSET
MANAGEMENT COMPANY
By: /s------------------- By:
/s_________________
_____
Name:
Title:
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