SUBADVISORY AGREEMENTSubadvisory Agreement • March 8th, 2021 • Western Asset Mortgage Opportunity Fund Inc. • New York
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 Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • March 8th, 2021 • Western Asset Mortgage Opportunity Fund Inc. • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Western Asset Mortgage Opportunity Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • February 3rd, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to
CUSTODIAN SERVICES AGREEMENTCustodian 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”).
WESTERN ASSET MORTGAGE OPPORTUNITY FUND INC. COMMON SHARES CAPITAL ON DEMAND™ AMENDED AND RESTATED SALES AGREEMENTSales Agreement • May 12th, 2021 • Western Asset Mortgage Opportunity Fund Inc. • New York
Western Asset Mortgage Opportunity Fund Inc., a Maryland corporation (the “Fund”), Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), Western Asset Management Company LLC, a California limited liability company (the “Subadviser”) and JonesTrading Institutional Services LLC (“Jones”) previously entered into a Capital on Demand™ Sales Agreement dated April 20, 2020 (the “Original Agreement”). The parties hereby amend and restate the Original Agreement and collectively confirm their agreement in the form of this Amended and Restated Sales Agreement (this “Agreement”), which supersedes and replaces the Original Agreement, as follows:
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity 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.
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer 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.
ContractSubadvisory Agreement • March 8th, 2021 • Western Asset Mortgage Opportunity Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 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 (“WESTERN LONDON”).
LOAN AGREEMENT By and Among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF as Borrower, THE BANK OF NEW YORK MELLON as Administrative Agent and Collateral Agent, and THE UNITED STATES DEPARTMENT OF THE TREASURY as Lender Dated as of the date...Loan Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
LOAN AGREEMENT, dated as of the date set forth on Schedule A, by and among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as lender (in such capacity, the “Lender”).
VALUATION ADMINISTRATION AGREEMENTValuation Administration Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
This VALUATION ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as valuation agent under this agreement, the “Valuation Agent”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), and THE BANK OF NEW YORK MELLON, a New York state chartered bank (in its capacity as collateral administrator under this agreement, the “Collateral Administrator”).
EXHIBIT F-2 FORM OF GUARANTEE AND SECURITY AGREEMENT [See attached]Guarantee and Security Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HERETO (the “Borrower”); each entity that becomes a “GUARANTOR” after the date hereof pursuant to Section 7.08 hereof (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”); THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”); and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent for the Lender under the Loan Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
CREDIT AGREEMENTCredit 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”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 17th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
Reference is made to the Underwriting Agreement dated February , 2010 (the “Underwriting Agreement”), by and among Western Asset Mortgage Defined Opportunity Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Manager”), Western Asset Management Company (the “Subadviser”), Wilshire Associates Incorporated (the “Allocation Subadviser”) and each of the Underwriters named in Exhibit A therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
CUSTODIAL AGREEMENTCustodial Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
THIS CUSTODIAL AGREEMENT, dated as of the date set forth in Schedule A to the Loan Agreement referred to below (this “Agreement”), is entered into by and among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) under the Loan Agreement referred to below, and THE BANK OF NEW YORK MELLON, a New York state chartered bank, as custodian under this Agreement, for the Borrower and the Agents (in such capacity, the “Custodian”).
FORM OF STANDARD DEALER AGREEMENTDealer Agreement • February 3rd, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
Amendment No. 2 To Custodian Services AgreementCustodian 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 AgreementCustodian 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).
ALLOCATION SUBADVISORY AGREEMENTAllocation Subadvisory Agreement • February 17th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
This ALLOCATION SUBADVISORY AGREEMENT (“Agreement”) is made as of this day of 2010, by and between Western Asset Mortgage Defined Opportunity Fund Inc. (the “Fund”) and Wilshire Associates Incorporated, a California corporation (the “Allocation Subadviser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 28th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc.
Subscription Agreement, dated as of January 21, 2010, between Western Asset Mortgage Defined Opportunity Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).
WESTERN ASSET MORTGAGE OPPORTUNITY FUND INC. COMMON SHARES CAPITAL ON DEMAND™ SALES AGREEMENTWestern Asset Mortgage • April 20th, 2020 • Western Asset Mortgage Opportunity Fund Inc. • New York
Western Asset Mortgage Opportunity Fund Inc., a Maryland corporation (the “Fund”), Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”) and Western Asset Management Company LLC, a California limited liability company (the “Subadviser”) confirm their agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“Jones”), as follows:
Western Asset Mortgage Defined Opportunity Fund Inc. (a Maryland corporation) [·] Shares of Common Stock (Par Value $0.001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York
Western Asset Mortgage Defined Opportunity Fund Inc., a Maryland corporation (the “Fund”), the Fund’s manager, Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (“LMPFA”), the Fund’s subadviser, Western Asset Management Company, a California corporation (the “Subadviser”) and the Fund’s allocation subadviser, Wilshire Associates Incorporated, a California corporation (the “Allocation Subadviser” and, together with LMPFA and the Subadviser, the “Advisers” and each an “Adviser”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, [names of additional underwriters] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, [name of co-lead(s)] are acting as representatives (in such capacity, the “Representatives”), with respect t
N-SAR Exhibit: Sub-item 77I Western Asset Mortgage Defined Opportunity Fund Inc. (the Fund) The Fund s Investment Management Agreement and Subadvisory Agreements are incorporated by reference to Registrant's pre-effective Amendment No. 3 to Form N-2,...Western Asset Mortgage Defined Opportunity Fund Inc. • August 26th, 2010
The Fund s Investment Management Agreement and Subadvisory Agreements are incorporated by reference to Registrant's pre-effective Amendment No. 3 to Form N-2, filed with the Securities and Exchange Commission on February 17, 2010 (Accession No. 0001104659-10-007616).
