0001193125-19-106905 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2019, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Clarion Partners, LLC, a New York limited liability company (the “Subadviser”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • Maryland

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this day of April, 2019 by and between Clarion Partners Real Estate Income Fund Inc. (“Investment Company”), a Maryland corporation, and Legg Mason Investor Services, LLC (“Distributor”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 2019, by and between Clarion Partners Real Estate Income Fund Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

FORM OF DEALER AGREEMENT Legg Mason Investor Services, LLC
Form of Dealer Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

We, Legg Mason Investor Services, LLC (the “Distributor,” “LMIS,” “We,”) have an agreement (the “Distribution Agreement”) with Clarion Partners Real Estate Income Fund, Inc. (the “Fund”), pursuant to which We act as the principal underwriter and distributor for the sale of the shares of beneficial interest of the Fund (“Shares”), and as such We have the right to distribute Shares for resale.

SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • April 16th, 2019 • Clarion Partners Real Estate Income Fund Inc. • New York

This SUB-SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2019, by and among Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), Clarion Partners, LLC, a New York limited liability company (“Subadviser”); and Western Asset Management Company, LLC, a California limited liability company (the “Sub-Subadviser”).

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