0001193125-20-091585 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • March 31st, 2020 • Western Asset Mortgage Opportunity Fund Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 11th day of February, 2010, 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 • March 31st, 2020 • Western Asset Mortgage Opportunity Fund Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 11th day of February, 2010, by and between Western Asset Mortgage Defined Opportunity Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 31st, 2020 • Western Asset Mortgage Opportunity 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”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • March 31st, 2020 • Western Asset Mortgage Opportunity Fund Inc. • New York

AGREEMENT, dated as of March 14, 2016 (the “Effective Date”) by and between each of the investment companies listed on Schedule A attached hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business as listed on Schedule A, as amended from time to time, and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”) each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021. Any references herein to “the Fund” are meant to encompass each applicable Fund or any series thereof, as the context requires.

Contract
Subadvisory Agreement • March 31st, 2020 • Western Asset Mortgage Opportunity Fund Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 11th day of February, 2010, 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”).

CREDIT AGREEMENT
Credit Agreement • March 31st, 2020 • Western Asset Mortgage Opportunity Fund Inc. • New York

This CREDIT AGREEMENT is made as of July 13, 2018 among Western Asset Mortgage Defined Opportunity Fund Inc., a closed end management investment company (the “Borrower”), as borrower, and Société Générale, New York Branch, as lender (in such capacity, the “Lender”) and as the administrative agent and collateral agent of the Lender (in such capacity, the “Agent”).

Amendment No. 2 To Custodian Services Agreement
Custodian Services Agreement • March 31st, 2020 • Western Asset Mortgage Opportunity Fund Inc.

This Amendment No. 2 To Custodian Services Agreement (“Amendment No. 2”), dated as of March 18, 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. 1 To Custodian Services Agreement
Custodian Services Agreement • March 31st, 2020 • Western Asset Mortgage Opportunity Fund Inc.

This Amendment No. 1 To Custodian Services Agreement (“Amendment No. 1”), dated as of January 2, 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. 1 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).

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