0001193125-09-158032 Sample Contracts

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver And • July 29th, 2009 • Legg Mason Partners Income Trust

AGREEMENT, effective as of July 10, 2009, by and among Legg Mason Partners Income Trust (the “Trust”), a Maryland business trust, on behalf of its Legg Mason Partners Short-Term Bond Fund series (the “Fund”), and its successors, and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (“LMPFA”).

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CO-TRANSFER AGENCY AND SERVICES AGREEMENT
Co-Transfer Agency and Services Agreement • July 29th, 2009 • Legg Mason Partners Income Trust • Maryland

AGREEMENT, dated as of April 1, 2009 by and between each of the investment companies listed on the signature page to this Agreement (each a “Fund” and collectively the “Funds”) on behalf of each Series listed in Schedule A and PNC Global Investment Servicing (U.S.) Inc. (“Co-Transfer Agent” or “PNC”).

Legg Mason Partners Fund Advisor, LLC
Legg Mason Partners Income Trust • July 29th, 2009

The Manager hereby confirms its agreement, in connection with the acquisition by the Fund of Legg Mason Investment Grade Income Portfolio (the “Reorganization”), to a reduction of the fee payable under the Management Agreement to an annual rate of 0.55% of the average daily net assets of the Fund. This reduction will become effective, however, only upon consummation of the Reorganization.

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