0001104659-09-010573 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2009, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 2009, by and between Western Asset Municipal Defined Opportunity Trust Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc.

THIS AGREEMENT is made as of [ ], 2009 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc. • New York

AGREEMENT, dated as of March 20, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 10004 and American Stock Transfer, Inc. (“Transfer Agent”), a New York corporation with principal offices at 59 Maiden Lane, New York, New York 10038.

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 19th, 2009 • Western Asset Municipal Defined Opportunity Trust Inc.

Subscription Agreement, dated as of [ ], 2009, between Western Asset Municipal Defined Opportunity Trust Inc., a corporation organized under the laws of Maryland (the “Fund”) and [Legg Mason Inc. ] (the “Purchaser”).

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