0001104659-10-007616 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 17th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2010, 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”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • February 17th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 2010, by and between Western Asset Mortgage Defined Opportunity Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

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Contract
Subadvisory Agreement • February 17th, 2010 • Western Asset Mortgage Defined Opportunity Fund Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2010, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WESTERN LONDON”).

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STRUCTURING FEE AGREEMENT
Structuring 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.

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ALLOCATION SUBADVISORY AGREEMENT
Allocation 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”).

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Western Asset Mortgage Defined Opportunity Fund Inc. (a Maryland corporation) [·] Shares of Common Stock (Par Value $0.001 per Share) UNDERWRITING AGREEMENT
Underwriting 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

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