SUBSCRIPTION AGREEMENT
Exhibit (p)
Subscription Agreement, dated as of June 23, 2014, between Western Asset Middle Market Income Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and ▇▇▇▇ ▇▇▇▇▇ Inc. (the “Purchaser”).
WHEREAS, the Fund is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Fund proposes to issue and sell shares of common stock, par value $.001 per share (the “Shares”), to the public pursuant to a Registration Statement on Form N-2 (the “Registration Statement”) filed with the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered investment company to have a net worth of at least $100,000 before making a public offering of its securities.
NOW, THEREFORE, the Fund and the Purchaser agree as follows:
| 1. | The Fund offers to sell to the Purchaser, and the Purchaser agrees to purchase from the Fund, 100 Shares, at a price of $1,000 per share on a date, to be specified by the Fund, prior to the effective date of the Registration Statement. |
| 2. | The Purchaser represents and warrants to the Fund that it is acquiring the Shares for investment purposes only and that the Shares will be sold only pursuant to a registration statement under the Securities Act of 1933, as amended, or an applicable exemption from the registration requirements contained therein. |
| 3. | The Purchaser’s right under this Subscription Agreement to purchase the Shares is not assignable. |
IN WITNESS WHEREOF, the Fund and the Purchaser have caused their duly authorized officers to execute this Subscription Agreement as of the date first above written.
| WESTERN ASSET MIDDLE MARKET INCOME FUND INC. | ||
| By: |
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| Name: | ||
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| ▇▇▇▇ ▇▇▇▇▇ INC. | ||
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