signature page to follow] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized. LEGG MASON PARTNERS FUND ADVISOR, LLCSubadvisory Agreement • February 28th, 2007 • Legg Mason Partners Variable Portfolios Ii • New York
3448871.2 - 2 - MANAGEMENT AGREEMENTManagement Agreement • February 28th, 2007 • Legg Mason Partners Variable Portfolios Ii
This MANAGEMENT AGREEMENT ("Agreement") is made this 19th day of October, 2006, by and between Legg Mason Partners Variable Portfolios II, a Massachusetts business trust (the "Trust") and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager"). WHEREAS, the Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Manager is engaged primarily in rendering investment advisory, management, and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; WHEREAS, the Trust wishes to retain the Manager to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the "Fund"); and WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in considera
