0000930413-07-009275 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2007 • Master Portfolio Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 13th day of April, 2007, 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”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • December 7th, 2007 • Master Portfolio Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 13th day of April, 2007, by and between Master Portfolio Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2007 • Master Portfolio Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 13th day of April, 2007, 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 (“WAML”).

MANAGEMENT AGREEMENT
Management Agreement • December 7th, 2007 • Master Portfolio Trust • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this 13th day of April, 2007, by and between Master Portfolio Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager").

MANAGEMENT AGREEMENT
Management Agreement • December 7th, 2007 • Master Portfolio Trust • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this 13th day of April, 2007, by and between Master Portfolio Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager").

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2007 • Master Portfolio Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 13th day of April, 2007, 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”).

Legg Mason Investor Services, LLC 100 Light Street Baltimore, Maryland 21202 Re: Placement Agency Agreements Ladies and Gentlemen:
Master Portfolio Trust • December 7th, 2007

Reference is made to the Placement Agency Agreement, each dated as of December 1, 2005 (each, as amended to date, an “Agreement” and, collectively, the “Agreements”), by and between each investment management company identified as an “Old Entity” on Exhibit A hereto (each, an “Investment Company” and, collectively, the “Investment Companies”), on behalf of each of its series, if any, identified as an “Old Series” on Exhibit A hereto (each, a “Fund” and, collectively, the “Funds”), and Legg Mason Investor Services, LLC.

April 9, 2007
Custodian Services Agreement • December 7th, 2007 • Master Portfolio Trust

Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to date, the “Agreement”), by and among State Street Bank and Trust Company, a Massachusetts trust company, and each management investment company identified as an “Existing Fund” on Schedule I hereto (each, a “Fund” and, collectively, the “Funds”) on behalf of each of its series, if any, identified as “Existing Portfolio” on Schedule I hereto (each, a “Portfolio” and, collectively, the “Portfolios”) and certain other affiliated management investment companies.

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • December 7th, 2007 • Master Portfolio Trust

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”).

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