LMP Capital & Income Fund Inc. Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

This SUBADVISORY AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and ClearBridge Investments, LLC, a Delaware limited liability company (the “Subadviser”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between LMP Capital and Income Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

SUB-PLACEMENT AGENT AGREEMENT Franklin Distributors, LLC One Franklin Parkway San Mateo, CA 94403
Sub-Placement Agent Agreement • March 31st, 2025 • LMP Capital & Income Fund Inc.
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 13th, 2025 • LMP Capital & 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • March 31st, 2025 • LMP Capital & Income Fund Inc. • New York

This DISTRIBUTION AGREEMENT (this “Agreement”) made as of March 31, 2025 by and between LMP Capital and Income Fund Inc., a Maryland corporation (the “Fund”), and Franklin Distributors LLC, a Delaware limited liability company (in such capacity, together with its affiliates, the “Distributor”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

This SUBADVISORY AGREEMENT (“Agreement”) is made as of the 31st day of July, 2020, by and between Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WAML”).

EXHIBIT H(3) MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • January 23rd, 2004 • Salomon Brothers Capital & Income Fund Inc • New York
I. GENERAL
Master Agreement • January 23rd, 2004 • Salomon Brothers Capital & Income Fund Inc • New York
EXHIBIT G INVESTMENT MANAGEMENT AGREEMENT SALOMON BROTHERS CAPITAL AND INCOME FUND INC. 300 First Stamford Place Stamford, Connecticut 06902
Investment Management Agreement • January 23rd, 2004 • Salomon Brothers Capital & Income Fund Inc • New York
TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

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.

Amendment No. 9 To Custodian Services Agreement
Custodian Services Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

This Amendment No. 9 To Custodian Services Agreement (“Amendment No. 9”), dated as of May 1, 2021 (“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. 9 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).

MARGIN LOAN AND SECURITY AGREEMENT
Margin Loan and Security Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc. • New York

This MARGIN LOAN AND SECURITY AGREEMENT dated as of May 6, 2022, by and between LMP CAPITAL AND INCOME FUND INC., a Maryland corporation registered as a diversified, closed-end management investment company (“Borrower”), and BANK OF AMERICA, N.A. (“Lender”).

Amendment No. 9 To Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

This Amendment No. 9 To Transfer Agency and Services Agreement (“Amendment No. 9”), dated as of March 19, 2021 (“Effective Date”), is being entered into by and between Computershare Inc. (“Computershare”), Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”) and the investment companies listed on the signature page to this Amendment No. 9 (“each a “Fund” and collectively the “Funds”).

] Shares Salomon Brothers Capital and Income Fund Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 17th, 2004 • Salomon Brothers Capital & Income Fund Inc • New York
SECOND AMENDMENT TO MARGIN LOAN AND SECURITY AGREEMENT
Margin Loan and Security Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

This Second Amendment to Margin Loan and Security Agreement (this “Amendment”) is executed as of November 15, 2023, by and between LMP CAPITAL AND INCOME FUND INC., a Maryland corporation registered as a diversified, closed-end management investment company (“Borrower”), and BANK OF AMERICA, N.A. (“Lender”).

Subscription Agent Agreement Between LMP Capital and Income Fund Inc. And Computershare Trust Company, N.A. And Computershare Inc.
Subscription Agent Agreement • June 12th, 2025 • LMP Capital & Income Fund Inc. • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of June 6, 2025 (the “Effective Date”), is by and between LMP Capital and Income Fund Inc., a Maryland corporation (“Company”), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).

AGREEMENT
Investment Agreement • March 9th, 2011 • LMP Capital & Income Fund Inc. • New York

This Agreement is entered into as of March 8, 2011 (including the exhibit hereto, the “Agreement”), by and among Arthur D. Lipson, Robert Ferguson, Scott Franzblau, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C., and all of their respective directors, officers and Affiliates (as defined herein) (collectively, “Western”) and LMP Capital and Income Fund Inc. (“SCD” and together with Western, the “Parties” and individually a “Party”).

FIRST AMENDMENT TO MARGIN LOAN AND SECURITY AGREEMENT
Margin Loan and Security Agreement • March 13th, 2025 • LMP Capital & Income Fund Inc.

This First Amendment to Margin Loan and Security Agreement (this “Amendment”) is executed as of June 21, 2023, by and between LMP CAPITAL AND INCOME FUND INC., a Maryland corporation registered as a diversified, closed-end management investment company (“Borrower”), and BANK OF AMERICA, N.A. (“Lender”).

May 20, 2025
Information Agent Agreement • June 12th, 2025 • LMP Capital & Income Fund Inc. • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by LMP Capital and Income Fund Inc. (the “Fund”) to act as Information Agent in connection with the Fund’s proposed rights offering scheduled for June 2025 (the “Offering”). The term of this Agreement shall be the term of the Offering, including any extensions thereof.