Western Asset Intermediate Muni Fund Inc. Sample Contracts

Relating to Auction Rate Cumulative Preferred Shares, Series M of
Broker-Dealer Agreement • January 24th, 2002 • Smith Barney Intermediate Municipal Fund Inc • New York
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Exhibit k.2 INTERMEDIATE MUNI FUND, INC. FORM OF AUCTION AGENCY AGREEMENT dated as of ____________ ___, 2002
Auction Agency Agreement • January 24th, 2002 • Smith Barney Intermediate Municipal Fund Inc • New York
WITNESSETH:
Master Custodian Agreement • January 22nd, 2002 • Smith Barney Intermediate Municipal Fund Inc
April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to...
Western Asset Intermediate Muni Fund Inc. • August 28th, 2007

Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to date, the "Agreement"), by and among State Street Bank and Trust Company, a Massachusetts trust company, and each management investment company identified as an "Existing Fund" on Schedule I hereto (each, a "Fund" and, collectively, the "Funds") on behalf of each of its series, if any, identified as "Existing Portfolio" on Schedule I hereto (each, a "Portfolio" and, collectively, the "Portfolios") and certain other affiliated management investment companies. In connection with a restructuring of the complex of which the Funds are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Schedule I hereto (each, a "Closing Date"), many of the Funds and Portfolios will be reorganized as set forth on Schedule I hereto. Additionally, as indicated on Schedule I, several Funds and Portfolios have recently ceased or shall cease operations following fund combinations

FORM OF TRANSFER AND ASSUMPTION OF INVESTMENT MANAGEMENT AGREEMENT
Management Agreement • March 22nd, 1996 • Smith Barney Intermediate Municipal Fund Inc
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