77-Q
LMP MONEY MARKET TRUST
WA MONEY MARKET FUND (N4H0)
WA GOVERNMENT MONEY MARKET FUND (N4H2)
March 16, 2007
Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Re: Transfer Agency and Services Agreement (Cash
Portfolio)
Ladies and Gentlemen:
Reference is made to the Transfer Agency and Services
Agreement (the Agreement), dated as of January 23, 2006,
by and among Boston Financial Data Services, Inc., a
Massachusetts corporation, and Xxxxx Xxxxxx Money Funds,
Inc. (the Fund) on behalf of its series Xxxxx Xxxxxx Cash
Portfolio Class A Shares (Cash Portfolio).
In connection with a restructuring of the complex of
which the Fund and Cash Portfolio are a part, as of the
close of business on April 13, 2007 (the Closing Date),
the Fund and Cash Portfolio will be reorganized such that
Xxxx Xxxxx Partners Money Market Trust, on behalf of
Western Asset Money Market Fund, shall succeed to all of
the rights and obligations of Xxxxx Xxxxxx Money Funds,
Inc. on behalf of Cash Portfolio.
On the Closing Date, (i) Xxxx Xxxxx Partners Money
Market Trust shall become a Fund party to the Agreement
on behalf of Western Asset Money Market Fund and shall
assume all of the rights and obligations under the
Agreement of Xxxxx Xxxxxx Money Funds, Inc. on behalf of
Cash Portfolio, (ii) Xxxxx Xxxxxx Money Funds, Inc. shall
cease to be a party to the Agreement and shall have no
rights or obligations thereunder, (iii) Western Asset Money
Market Fund shall be deemed a Portfolio within the
meaning of the Agreement, and (iv) Cash Portfolio shall
cease be deemed to be a Portfolio under the Agreement.
Except to the extent expressly set forth herein, this
letter shall not be deemed to otherwise amend or modify any
term of the Agreement.
[signature page to follow]
Please sign below to evidence your consent and
agreement to the above.
Each of
XXXXX XXXXXX MONEY FUNDS,
INC. and
XXXX XXXXX PARTNERS MONEY
MARKET TRUST
By:
Name:
Title:
Consented and Agreed to:
BOSTON FINANCIAL DATA SERVICES, INC.
By:
Name:
Title:
-2-
BUSDOCS/1632006.2
BUSDOCS/1632006.2
