INTER-AFFILIATE TRANSFER AGREEMENT
(Investment Management 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.
(Fund), a Maryland corporation, Xxxx Xxxxx Fund
Adviser, Inc. (LMFA), a Maryland Corporation, and
Xxxx Xxxxx 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
(each a Management Agreement), 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 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 Management Agreement to LMPFA,
and LMPFA is willing to accept the transfer and
assume the duties and obligations under each
Management Agreement on the terms and conditions set
forth herein; and
The Fund 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 Management
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 Management
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 Management Agreement. Except as expressly
herein provided, this Transfer Agreement shall not be
construed to modify, terminate or merge any rights
any party to a Management Agreement has pursuant to
the terms thereof, and the parties hereby confirm all
of the terms and provisions of each Management
Agreement as remaining in full force and effect.
1b. Representations (i) Each of LMFA and LMPFA
represents and warrants to the Fund that such
transfer, conveyance and set over will not result in
the automatic termination of a Management 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 each Management Agreement with
the same force and effect as if set forth fully
herein.
2. Consent. The Fund 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
FUNDS, INC.
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:
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,
2001
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