SUBADVISORY AGREEMENTSubadvisory Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2014, 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”).
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 2014, by and between Western Asset Middle Market Income Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc.
THIS AGREEMENT is made as of October 5, 2012 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
FUND ACCOUNTING SERVICES AGREEMENTFund Accounting Services Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc.
THIS AGREEMENT is made as of October 5, 2012 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Fund Accounting Agent”), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • August 22nd, 2014 • Western Asset Middle Market Income 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.
SUBADVISORY AGREEMENTSubadvisory Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2014, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Pte. Ltd, a corporation organized under the laws of SINGAPORE (“WESTERN SINGAPORE”).
SUBADVISORY AGREEMENTSubadvisory Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2014, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WESTERN LONDON”).
SUBADVISORY AGREEMENTSubadvisory Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2014, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Ltd, a corporation organized under the laws of Japan (“WESTERN JAPAN”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of August [—], 2014, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Legg Mason Partners Fund Advisor, LLC (“Legg Mason”).
DISTRIBUTION AGREEMENTDistribution Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
AGREEMENT made this [ ]th day of August 2014, between WESTERN ASSET MIDDLE MARKET INCOME FUND INC., a Maryland corporation (the “Fund”), and Legg Mason Investor Services, LLC (the “Distributor”).
Pennington, NJ 08534 RE: SMITH BARNEY AND SALOMON BROTHERS SELECTED DEALER AGREEMENT Ladies and Gentlemen:Selected Dealer Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
You have invited Merrill Lynch, Pierce, Fenner & Smith Incorporated (“we”, “us” or “Merrill Lynch”) to become a selected dealer to distribute shares of the open-end investment companies (“mutual fund(s)”) listed on Schedule A hereto as amended from time to time in accordance with Paragraph 11(d) hereunder (collectively the “Funds” or, individually, the “Fund”) for which you are the principal underwriter (as such term is defined in the Investment Company Act of 1940 (the “1940 Act”)) on the following terms and intending to be legally bound:
SUBSCRIPTION AGREEMENTSubscription Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc.
Subscription Agreement, dated as of June 23, 2014, between Western Asset Middle Market Income Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).
August [—], 2014 WESTERN ASSET MIDDLE MARKET INCOME FUND INC. COMMON STOCK ($.001 PAR VALUE) INITIAL OFFERING PERIOD AGREEMENTInitial Offering Period Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
Western Asset Middle Market Income Fund Inc., a Maryland corporation (the “Fund”), has entered into a distribution agreement with Legg Mason Investor Services, LLC, a Maryland limited liability company (the “Distributor”), dated as of August [—], 2014 (the “Distribution Agreement”), whereby the Distributor shall act as the Fund’s principal underwriter for the distribution of shares of common stock, $.001 par value (such shares of common stock distributed during the Initial Offering Period (as defined below), the “Common Stock” or the “Securities”), of the Fund. The shares of Common Stock shall be offered through a dealer or a group of dealers selected by the Distributor. The Fund, the Distributor, Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”) and Western Asset Management Company, a California corporation (the “Subadviser” and together with the Manager, the “Advisers” and each, an “Adviser”) are entering into this Agreement with Merrill Lync
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
This agreement is between Legg Mason Partners Fund Advisor, LLC (“Legg Mason”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Western Asset Middle Market Income Fund Inc. (the “Fund”).
Selected Dealer Agreement for Morgan Stanley & Co. LLC for Western Asset Middle Market Income Fund Inc.Selected Dealer Agreement • August 22nd, 2014 • Western Asset Middle Market Income Fund Inc. • New York
We understand that you are principal underwriter and distributor of the shares of common stock, par value $0.001 per share (the “Shares”), of Western Asset Middle Market Income Fund Inc. (the “Fund”), a non-diversified, non-traded limited term closed-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (“1940 Act”). You desire that Morgan Stanley & Co. LLC (“Morgan Stanley”) acts as a dealer with respect to the sale of Shares to customers. In consideration of the mutual covenants stated below, you and Morgan Stanley agree as follows:
