0000950123-06-011778 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 20th, 2006 • Legg Mason Partners Trust Ii • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Batterymarch Financial Management, Inc., a Maryland corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • September 20th, 2006 • Legg Mason Partners Trust Ii • New York

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

FORM OF AMENDMENT OF DISTRIBUTION AGREEMENTS AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI [December 1], 2005
Legg Mason Partners Trust Ii • September 20th, 2006

Reference is made to that certain distribution agreement (the “Agreement”), dated as of [ ], between [ ],with respect to one or more separate series (each a “Fund”) and PFS Distributors ___(“PFSD”). This letter agreement (the “Amendment”) incorporates all of the conditions, responsibilities, representations and other terms of the Agreement, except as amended or modified in this Amendment.

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