SUBADVISORY AGREEMENTSubadvisory Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 30th day of September, 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”).
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this 30th day of September, 2010, by and between Western Asset High Yield Defined 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 • October 20th, 2010 • Western Asset High Yield 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 • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc.
THIS AGREEMENT is made as of January 1, 2007 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
Western Asset High Yield Defined Opportunity Fund Inc. (a Maryland corporation) [•] Shares of Common Stock (Par Value $0.001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
Western Asset High Yield Defined Opportunity Fund Inc., a Maryland corporation (the “Fund”), the Fund’s investment manager, Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (“LMPFA”) and the Fund’s subadviser, Western Asset Management Company, a California corporation (the “Subadviser” and, together with LMPFA, the “Advisers” and each an “Adviser”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and[other 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 and [other co-leads] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of common stock, par v
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
Reference is made to the Underwriting Agreement dated October [—], 2010 (the “Underwriting Agreement”), by and among Western Asset High Yield Defined Opportunity Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Manager”), Western Asset Management Company (the “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.
FORM OF STANDARD DEALER AGREEMENTDealer Agreement • October 20th, 2010 • Western Asset High Yield 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.
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • October 20th, 2010 • Western Asset High Yield 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.
ContractSubadvisory Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 30th day of September, 2010, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Pte. Ltd, a corporation organized under the laws of SINGAPORE (“WESTERN SINGAPORE”).
ContractSubadvisory Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 30th day of September, 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”).
ContractSubadvisory Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 30th day of September, 2010, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Ltd, a corporation organized under the laws of Japan (“WESTERN JAPAN”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
This agreement is between Legg Mason Partners Fund Advisor, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to Western Asset High Yield Defined Opportunity Fund Inc. (the “Fund”).
ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of October [•], 2010, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Legg Mason Partners Fund Advisor, LLC (“Legg Mason”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc.
Subscription Agreement, dated as of , 2010, between Western Asset High Yield Defined Opportunity Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 20th, 2010 • Western Asset High Yield Defined Opportunity Fund Inc. • New York
Reference is made to the Underwriting Agreement dated October [—], 2010 (the “Underwriting Agreement”), by and among Western Asset High Yield Defined Opportunity Fund Inc. (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Manager”), Western Asset Management Company 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.
