0001193125-16-712393 Sample Contracts

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • September 16th, 2016 • Western Asset Emerging Markets Debt Fund Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Salomon Brothers Emerging Markets Debt Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

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FUND ACCOUNTING SERVICES AGREEMENT
Fund Accounting Services Agreement • September 16th, 2016 • Western Asset Emerging Markets Debt Fund Inc.

THIS AGREEMENT is made as of October 5, 2012 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Fund Accounting Agent”), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • September 16th, 2016 • Western Asset Emerging Markets Debt Fund Inc. • New York

AGREEMENT, dated as of March 14, 2016 (the “Effective Date”) by and between each of the investment companies listed on Schedule A attached hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business as listed on Schedule A, as amended from time to time, and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”) each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021. Any references herein to “the Fund” are meant to encompass each applicable Fund or any series thereof, as the context requires.

FORM OF AGREEMENT AND PLAN OF MERGER
Form of Agreement and Plan of Merger • September 16th, 2016 • Western Asset Emerging Markets Debt Fund Inc. • New York

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of this [ ] day of [ ], 2016 between [Western Asset Emerging Markets Income Fund Inc. / Western Asset Worldwide Income Fund Inc.] (the “Acquired Fund”), a Maryland corporation with its principal place of business at 620 Eighth Avenue, 49th Floor, New York, New York 10018, and Western Asset Emerging Markets Debt Fund Inc. (the “Acquiring Fund”), a Maryland corporation with its principal place of business at 620 Eighth Avenue, 49th Floor, New York, New York 10018.

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