0001193125-11-165659 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • June 15th, 2011 • Master Portfolio Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of June, 2011, 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 • June 15th, 2011 • Master Portfolio Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of June, 2011, by and between Master Portfolio Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

State Street Bank and Trust Company Lafayette Corporate Center
Custodian Services Agreement • June 15th, 2011 • Master Portfolio Trust
Master Portfolio Trust
Placement Agency Agreement • June 15th, 2011 • Master Portfolio Trust

Pursuant to Section 17 of the Placement Agency Agreement dated as of December 1, 2005 (as amended to date, the “Agreement”), between Master Portfolio Trust (the “Investment Company”) and Legg Mason Investor Services, LLC (the “Placement Agent”), this letter serves as notice that Short Term Yield Portfolio is added to Appendix A to the Agreement as a Series of the Investment Company to which the Placement Agent renders services as placement agent under the terms of the Agreement.

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