Real Estate Income Fund Inc Sample Contracts

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Exhibit G(1) INVESTMENT MANAGEMENT AGREEMENT REAL ESTATE INCOME FUND INC.
Investment Management Agreement • July 19th, 2002 • Real Estate Income Fund Inc
SUBADVISORY AGREEMENT
Subadvisory Agreement • January 8th, 2016 • Legg Mason Funds Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 16th day of December, 2015, 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, LLC
Management Agreement • January 8th, 2016 • Legg Mason Funds Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2015, by and between Legg Mason Funds Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

as Auction Agent
Broker-Dealer Agreement • September 24th, 2002 • Real Estate Income Fund Inc • New York
Exhibit k(2) REAL ESTATE INCOME FUND INC. AUCTION AGENCY AGREEMENT dated as of September __, 2002
Auction Agency Agreement • September 24th, 2002 • Real Estate Income Fund Inc • New York
Exhibit h(3) S MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • June 20th, 2002 • Real Estate Income Fund Inc • New York
TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • January 8th, 2016 • Legg Mason Funds Trust • New York

AGREEMENT, dated as of December 19, 2013 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 BNY Mellon Investment Servicing (US) Inc. (“Transfer Agent” or “BNYM”), a Massachusetts corporation with principal corporate offices at 301 Bellevue Parkway, Wilmington, Delaware 19809. Any references herein to “the Fund” are meant to encompass each applicable Fund or series thereof, as the context requires.

Exhibit G(3) SUB-INVESTMENT ADVISORY AGREEMENT REAL ESTATE INCOME FUND INC.
Sub-Investment Advisory Agreement • July 19th, 2002 • Real Estate Income Fund Inc
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • January 8th, 2016 • Legg Mason Funds Trust

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”).

WITNESSETH:
Master Custodian Agreement • July 19th, 2002 • Real Estate Income Fund Inc • Massachusetts
I. GENERAL
Master Agreement • June 20th, 2002 • Real Estate Income Fund Inc • New York
DISTRIBUTION AGREEMENT
Distribution Agreement • March 16th, 2016 • Legg Mason Funds Trust • Maryland

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this [ ] day of [ ], 2015 by and between Legg Mason Funds Trust (“Investment Company”), a Maryland statutory trust, and Legg Mason Investor Services, LLC (“Distributor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 8th, 2016 • Legg Mason Funds Trust

Subscription Agreement, dated as of November 23, 2015, between ClearBridge Real Estate Opportunities Fund, a series of Legg Mason Funds Trust, a statutory trust organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).

1,200 Shares Real Estate Income Fund Inc. Taxable Auction Rate Preferred Stock, Series M Liquidation Preference $25,000 Per Share UNDERWRITING AGREEMENT July [*], 2005
Underwriting Agreement • July 11th, 2005 • Real Estate Income Fund Inc • New York

The undersigned, Real Estate Income Fund Inc., a Maryland corporation (the “Fund”), Citi Fund Management Inc., a Delaware corporation (the “Investment Manager”) and AEW Management and Advisors, L.P., a Delaware limited partnership (the “Sub-Adviser” which together with the Investment Manager are hereinafter collectively referred to as the “Advisers”), address you as the underwriter (the “Underwriter”). The Fund proposes to issue and sell an aggregate of 1,200 shares of its Series M Taxable Auction Rate Preferred Stock, liquidation preference of $25,000 per share (“Shares”). The Shares will be authorized by, and subject to the terms and conditions of, the Articles Supplementary of the Fund, as supplemented by the Supplemental Articles Supplementary (the “Supplemental Articles Supplementary”) of the Fund (together, the “Articles Supplementary”), in the forms filed as an exhibit to the Registration Statement referred to in Section 1 of this Agreement. The Fund and the Advisers wish to con

AUCTION AGENCY AGREEMENT dated as of September 30, 2002 Relating to Taxable Auction Rate Preferred Stock of Real Estate Income Fund Inc.
Auction Agency Agreement • July 11th, 2005 • Real Estate Income Fund Inc • New York

This Auction Agency Agreement (this “Agreement”), dated as of September 30, 2002, is between Real Estate Income Fund Inc. (the “Fund”) and Deutsche Bank Trust Company Americas, a New York corporation.

SETTLEMENT AGREEMENT
Settlement Agreement • October 1st, 2015 • LMP Real Estate Income Fund Inc. • New York

Settlement Agreement, dated as of September 30, 2015 (the “Agreement”), by and between LMP Real Estate Income Fund Inc. (“RIT”) and Bulldog Investors, LLC, and its Affiliates (as defined herein) (collectively, “Bulldog”).

REAL ESTATE INCOME FUND INC. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Auction Agent
Broker-Dealer Agreement • July 11th, 2005 • Real Estate Income Fund Inc • New York

Broker-Dealer Agreement dated as of September 30, 2002, among Real Estate Income Fund Inc., a Maryland Corporation (the “Fund”), Deutsche Bank Trust Company Americas, a New York corporation (the “Auction Agent”) (not in its individual capacity, but solely as agent of the Fund, pursuant to authority granted to it in the Auction Agency Agreement (as defined below) and Salomon Smith Barney Inc. (together with its successors and assigns, “SSB”).

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Exhibit G(2) CITI FUND MANAGEMENT INC. WAIVER RELIANCE LETTER
Real Estate Income Fund Inc • July 19th, 2002
FORM OF AMENDMENT TO AUCTION AGENCY AGREEMENT BETWEEN REAL ESTATE INCOME FUND INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS
Auction Agency Agreement • July 11th, 2005 • Real Estate Income Fund Inc

WHEREAS, the undersigned are the parties to the auction agency agreement, dated as of September 30, 2002, between Real Estate Income Fund Inc., a Maryland corporation (the “Fund”) and Deutsche Bank Trust Company Americas, as Auction Agent (the “Agreement”);

AMENDMENT TO BROKER-DEALER AGREEMENT AMONG REAL ESTATE INCOME FUND INC., BANKERS TRUST COMPANY AND CITIGROUP GLOBAL MARKETS INC.
Broker-Dealer Agreement • July 11th, 2005 • Real Estate Income Fund Inc

WHEREAS, the undersigned are the parties to the broker-dealer agreement, dated as of September 20, 2002, among Real Estate Income Fund Inc., a Maryland corporation (the “Fund”), Deutsche Bank Trust Company Americas, a New York corporation (the “Auction Agent”) (not in its individual capacity but solely as agent for the Fund, pursuant to authority granted to it in the Auction Agency Agreement, dated as of September 20, 2002, between the Fund and the Auction Agent) and Salomon Smith Barney Inc. (now Citigroup Global Markets Inc.) (the “Agreement”);

CITI FUND MANAGEMENT INC. WAIVER RELIANCE LETTER
Real Estate Income Fund Inc • July 11th, 2005
DEALER AGREEMENT Legg Mason Investor Services, LLC
Dealer Agreement • March 16th, 2016 • Legg Mason Funds Trust • New York

We, Legg Mason Investor Services, LLC (the “Distributor,” “LMIS,” “We,”) have agreements with certain investment companies (each a “Distribution Agreement”) or series thereof (each a “Fund”), pursuant to which We act as the principal underwriter and distributor for the sale of common shares of the Funds (“Shares”), and as such We have the right to distribute Shares for resale.

June 6, 2002 Mr. George Betzios SSB Citi Fund Management LLC 125 Broad Street, 11th Floor New York, NY 10004 Dear Mr. Betzios: This will confirm our agreement whereby American Stock Transfer & Trust Company will provide Real Estate Income Fund with...
Real Estate Income Fund Inc • July 19th, 2002

This will confirm our agreement whereby American Stock Transfer & Trust Company will provide Real Estate Income Fund with complete Registrar and Transfer Agent services for a flat monthly fee of $1,000.00. Please be advised that our fee covers all services that you require including unlimited transfers, reports and mailings to shareholders. The only other charges will be out-of-pocket expenses such as postage and stationary for mailings to all your shareholders. We guarantee this rate for a period of three years.

SUB-INVESTMENT ADVISORY AGREEMENT REAL ESTATE INCOME FUND INC.
Investment Advisory Agreement • July 11th, 2005 • Real Estate Income Fund Inc

Real Estate Income Fund Inc., a Maryland corporation (the “Fund”), and Citi Fund Management Inc. (the “Adviser”), each confirms its agreement with AEW Management and Advisors, L.P. (the “Sub-Adviser”), as follows:

INVESTMENT MANAGEMENT AGREEMENT REAL ESTATE INCOME FUND INC.
Investment Management Agreement • July 11th, 2005 • Real Estate Income Fund Inc

Real Estate Income Fund Inc. (the “Fund”), a corporation organized under the laws of the State of Maryland, confirms its agreement with Citi Fund Management Inc. (the “Adviser”), as follows:

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