INTER-AFFILIATE TRANSFER AGREEMENT (Advisory Agreement) Legg Mason Funds

INTER-AFFILIATE TRANSFER AGREEMENT

(Advisory Agreement)

Xxxx Xxxxx Funds

This Inter-Affiliate Transfer Agreement (“Transfer Agreement”) is made as of the 30th day of September, 2009 by and among Xxxx Xxxxx Fund Adviser, Inc. (“LMFA”), Xxxx Xxxxx Partners Fund Advisor, LLC (“LMPFA”), and the investment advisers or sub-advisers set forth on Appendix 2 (“Adviser”), with respect to the series set forth on Appendix 1 (each a “Fund”).

Recitals

Each Fund is a series of an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”) (each an “Investment Company”); and

Each Investment Company and LMFA are parties to an Investment Management Agreement with respect to each series of the Fund, as set forth on Appendix 1 hereto (each a “Management Agreement”), pursuant to which LMFA provides certain investment advisory, management, and administrative services to the Fund; and

LMFA and the Advisers are parties to an investment advisory agreement or sub-advisory agreement with respect to each series of the Fund, as set forth on Appendix 2 hereto (the “Advisory Agreement”), pursuant to which LMFA delegates to such Adviser investment advisory duties with respect 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 each Advisory Agreement to LMPFA, and LMPFA is willing to accept the transfer and assume the duties and obligations under the Advisory Agreement on the terms and conditions set forth herein; and

The Fund and the Advisers have 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 with respect to each Advisory Agreement:

1a.           Transfer and Assumption.  The parties agree that the terms and conditions of the Advisory Agreement are incorporated herein by reference with respect to the appropriate Fund.  Effective September 30, 2009, LMFA hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Advisory Agreement to LMPFA and to its successors and permitted assigns, to have and to hold the same forever;

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 an “assignment” within the meaning set forth in the 1940 Act and the regulations thereunder, such as would result in the

automatic termination of the Advisory Agreement.. (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.

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 Advisory Agreement.  Except as expressly herein provided, this Transfer Agreement shall not be construed to modify, terminate or merge any rights any party to the Advisory Agreement has pursuant to the terms thereof, and the parties hereby confirm that all of the terms and provisions of the Advisory Agreement remain in full force and effect.

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.           Governing Law.  This Transfer Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its conflict of laws provisions.

5.           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.

6.           Business Trust. With respect to any Fund that is organized as a business trust (“Trust”), LMFA, LMPFA and the Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust of the Trust and agree that obligations assumed by the Trust or each Fund pursuant to this Agreement shall be limited in all cases to the Trust or that Fund and its respective assets.  LMFA, LMPFA, and each Adviser agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Trust, nor from the Trustees or any individual Trustee of the Trust.

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.

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ATTEST: EACH INVESTMENT COMPANY LISTED ON APPENDIX A WITH RESPECT TO EACH FUND SO LISTED.

By: /s/	By:	/s/
		Name:
		Title:

ATTEST:	_______________________________
	[Adviser]

By: /s/	By:	/s/
		Name:
		Title:

ATTEST:	_______________________________
	[Adviser]

By: /s/	By:	/s/
		Name:
		Title:

ATTEST:	_______________________________
	[Adviser]

By: /s/	By:	/s/
		Name:
		Title:

ATTEST:	_______________________________
	[Adviser]

By: /s/	By:	/s/
		Name:
		Title:

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ATTEST: XXXX XXXXX FUND ADVISER, INC.

By: /s/	By:	/s/
		Name:
		Title:

ATTEST:	XXXX XXXXX PARTNER FUND ADVISOR,
	LLC

By: /s-------------------	By:	/s/
		Name:
		Title:

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APPENDIX 1

	Investment Company		Fund		Date of Management Agreement
	Xxxx Xxxxx Xxxxxxx Street Trust, Inc.  Xxxx Xxxxx Global Trust, Inc.  Xxxx Xxxxx Investors Trust, Inc.  Xxxx Xxxxx Light Street Trust, Inc.  Xxxx Xxxxx Tax-Free Income Fund		Batterymarch U.S. Small Capitalization Equity Portfolio Global Opportunities Bond Fund Xxxx Xxxxx International Equity Trust Xxxx Xxxxx Emerging Markets Trust Xxxx Xxxxx U.S. Small Capitalization Value Trust Xxxx Xxxxx Classic Valuation Fund Xxxx Xxxxx Maryland Tax- Free Income Trust		December 31, 2001  October 13, 2006  February 11, 1995  May 1, 1996  May 1, 1998  November 1, 1999  June 1, 2000

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Appendix 2

	Investment Company		Fund		Adviser or Sub- Adviser		Date of Investment Advisory or Sub- Advisory Agreement
	Xxxx Xxxxx Xxxxxxx Street Trust, Inc.  Xxxx Xxxxx Global Trust, Inc.  Xxxx Xxxxx Investors Trust, Inc.  Xxxx Xxxxx Light Street Trust, Inc.  Xxxx Xxxxx Tax- Free Income Fund		Batterymarch U.S. Small Capitalization Equity Portfolio Global Opportunities Bond Fund Xxxx Xxxxx International Equity Trust Xxxx Xxxxx Emerging Markets Trust Xxxx Xxxxx U.S. Small Capitalization Value Trust Xxxx Xxxxx Classic Valuation Fund Xxxx Xxxxx Maryland Tax- Free Income Trust		Batterymarch Financial Management, Inc.  Brandywine Global Investment Management, LLC  Batterymarch Financial Management, Inc.  Batterymarch Financial Management, Inc.  Brandywine Global Investment Management, LLC  Brandywine Global Investment Management, LLC  Xxxx Xxxxx Investment Counsel, LLC1		December 31, 2001  October 13, 2006  February 11, 1995  May 1, 1996  January 1, 2004  November 1, 1999  June 1, 2000

________________________

1 Xxxx Xxxxx Maryland Tax-Free Income Trust’s sub-advisory agreement with Xxxx Xxxxx Investment Counsel & Trust Company, N.A. (f/k/a Xxxx Xxxxx Trust, fsb) dated June 1, 2000 was assigned to Xxxx Xxxxx Investment Counsel, LLC pursuant to an Inter-Affiliate Transfer Agreement dated June 8, 2008.

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