0001193125-19-167420 Sample Contracts

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

THIS AGREEMENT is made as of January 1, 2018 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and The Bank of New York Mellon (the “Custodian”).

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FUND ACCOUNTING SERVICES AGREEMENT
Fund Accounting Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.
ADMINISTRATION AGREEMENT
Administration Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

THIS AGREEMENT is made as of January 1, 2018, by The Bank of New York Mellon, a New York banking organization (“BNY Mellon”), and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Investment Advisor”).

Amendment No. 3 To Fund Accounting Services Agreement
Fund Accounting Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

This Amendment No. 3 To Fund Accounting Services Agreement (“Amendment No. 3”), dated as of May 23, 2019 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“Fund Accounting Agent”) and each Fund identified on Exhibit A to this Amendment No. 3 on behalf of each of its Portfolios identified on Exhibit A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

Subscription Agreement, dated as of March 27, 2019, by and between Clarion Partners Real Estate Income Fund Inc., a corporation established under the laws of Maryland (the “Fund”), and Legg Mason Inc. (the “Purchaser”).

Services Agreement
Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York
Amendment No. 2 To Custodian Services Agreement
Custodian Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

This Amendment No. 2 To Custodian Services Agreement (“Amendment No. 2”), dated as of March 13, 2019 (“Effective Date”), is being entered into by and among The Bank of New York Mellon (the “Custodian”) and each Fund identified on Exhibit A to this Amendment No. 2 on behalf of each of its Portfolios identified on Exhibit A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

Amendment No. 3 To Administration Agreement
Administration Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc.

This Amendment No. 3 To Administration Agreement (“Amendment No. 3”), dated as of June 6, 2019 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“BNY Mellon”) and Legg Mason Partners Fund Advisor, LLC (the “Investment Advisor”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).

REAL ESTATE ADMINISTRATIVE SERVICES AGREEMENT
Real Estate Administrative Services Agreement • June 7th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

THIS REAL ESTATE ADMINISTRATION SERVICES AGREEMENT (the “RE ASA”) made as of , 2019 by and between Clarion Partners Real Estate Income Fund Inc. (the “Fund”), and The Bank of New York Mellon, a corporation organized under the laws of the State of New York, through its Alternative Investment Services group (“BNYM-AIS”).

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