0001193125-14-219538 Sample Contracts

PARTICIPATION AGREEMENT among LEGG MASON PARTNERS VARIABLE EQUITY TRUST, LEGG MASON PARTNERS VARIABLE INCOME TRUST, LEGG MASON INVESTOR SERVICES, LLC, LEGG MASON PARTNERS FUND ADVISOR, LLC and
Participation Agreement • May 30th, 2014 • Legg Mason Partners Variable Equity Trust • New York

THIS AGREEMENT, made and entered into this day of , 2013 by and among , a corporation (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and Legg Mason Partners Variable Equity Trust, a Maryland Corporation and Legg Mason Partners Variable Income Trust, a Maryland Corporation (each a “Fund”, collectively the “Funds”), Legg Mason Investor Services, LLC, a Maryland limited liability company (the “Distributor”), and Legg Mason Partners Fund Advisor, LLC, a Maryland limited liability company (the “Adviser”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • May 30th, 2014 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of May, 2014, by and between Permal Asset Management, LLC (the “Manager”), the investment manager to Permal Alternative Select VIT Portfolio (“Fund”), a series of the Legg Mason Partners Variable Equity Trust (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and River Canyon Fund Management LLC, a Delaware limited liability company (the “Subadviser”).

TRADING AGREEMENT
Trading Agreement • May 30th, 2014 • Legg Mason Partners Variable Equity Trust • New York

This TRADING AGREEMENT (the “Agreement”) is made this day of May, 2014, by and between Permal Asset Management LLC (the “Manager”), the investment manager to Permal Alternative Select VIT Portfolio (“Fund”), a series of the Legg Mason Partners Variable Equity Trust (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and BH-DG Systematic Trading LLP, an English limited liability partnership (the “Trader”).

MANAGEMENT AGREEMENT Permal Asset Management LLC
Management Agreement • May 30th, 2014 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of May, 2014, by and between Legg Mason Partners Variable Equity Trust (the “Trust”) and Permal Asset Management LLC, a Delaware limited liability company (the “Manager”).

ADMINISTRATION AGREEMENT
Administration Agreement • May 30th, 2014 • Legg Mason Partners Variable Equity Trust • New York

This ADMINISTRATION AGREEMENT (“Agreement”) is made this day of May, 2014, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Administrator”), and Legg Mason Partners Variable Equity Trust (the “Trust”) on behalf of each series designated in Appendix A (each a “Fund”).

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