0000950123-06-011778 Sample Contracts

SUBADVISORY AGREEMENT

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

• Contract Type
  Subadvisory Agreement
• Filed
  September 20th, 2006
• Company
  Legg Mason Partners Trust Ii
• Jurisdiction
  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”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC

Management Agreement • September 20th, 2006 • Legg Mason Partners Trust Ii • New York

• Contract Type
  Management Agreement
• Filed
  September 20th, 2006
• Company
  Legg Mason Partners Trust Ii
• Jurisdiction
  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

Distribution Agreement • September 20th, 2006 • Legg Mason Partners Trust Ii

• Contract Type
  Distribution Agreement
• Filed
  September 20th, 2006
• Company
  Legg Mason Partners Trust Ii

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.