SUBADVISORY AGREEMENTSubadvisory Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 27th day of March, 2012, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Subadviser”).
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this 27th day of March, 2012, by and between Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to
LEGG MASON BW GLOBAL INCOME OPPORTUNITIES FUND INC. [NUMBER OF FIRM SHARES] Shares COMMON STOCK ($.001 PAR VALUE) UNDERWRITING AGREEMENT March [—], 2012Underwriting Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
Legg Mason BW Global Income Opportunities Fund Inc., a Maryland corporation (the “Fund”) and the Fund’s investment manager, Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “LMPFA”) and its investment sub-adviser, Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Sub-Adviser” and together with the LMPFA, the “Advisers”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER REPRESENTATIVE] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Fund and the purchase by the Underwrit
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
Reference is made to the Underwriting Agreement dated March [—], 2012 (the “Underwriting Agreement”), by and among Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”), the Fund’s investment adviser, Legg Mason Partners Fund Advisor, LLC (the “Adviser”), the Fund’s subadviser, Brandywine Global Investment Management, LLC, and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Stock (as defined below) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
This agreement (the “Agreement”) is between Legg Mason Partners Fund Advisor, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
Reference is made to the Underwriting Agreement dated March [—], 2012 (the “Underwriting Agreement”), by and among Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Company”), Brandywine Global Investment Management, LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s Common Stock (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FORM OF STANDARD DEALER AGREEMENTDealer Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc.
THIS AGREEMENT is made as of January 1, 2007 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”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of March [—], 2012, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Legg Mason Partners Fund Advisor, LLC (“Legg Mason”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
Reference is made to the Underwriting Agreement dated March [—], 2012 (the “Underwriting Agreement”), by and among Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Company”), Brandywine Global Investment Management, LLC and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares (the “Common Stock”) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc. • New York
This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Legg Mason BW Global Income Opportunities Fund Inc. (the “Fund”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 27th, 2012 • Legg Mason BW Global Income Opportunities Fund Inc.
Subscription Agreement, dated as of , 2012, between Legg Mason BW Global Income Opportunities Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).
