0001193125-15-394008 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 3rd, 2015 • Legg Mason ETF Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 19th day of November, 2015, 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 3rd, 2015 • Legg Mason ETF Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 19th day of November, 2015, by and between Legg Mason ETF Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

Legg Mason ETFs AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • December 3rd, 2015 • Legg Mason ETF Equity Trust • New York

This Authorized Participant Agreement (this “Agreement”) is entered into by and between (the “Participant”) and Legg Mason Investor Services, LLC (the “Distributor”), principal underwriter of the Trust and its separate series listed on Annex A hereto (each, a “Fund” and collectively, the “Funds”). Capitalized terms used herein and not otherwise defined have the meaning assigned to them in Section 14 of this Agreement.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 3rd, 2015 • Legg Mason ETF Equity Trust • Maryland

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of 2015, by and between Legg Mason ETF Equity Trust (the “Company”), a Maryland statutory trust, on behalf of its series listed on Schedule A hereto (each a “Fund” and collectively, the “Funds”), and Legg Mason Investor Services, LLC (the “Distributor”), a Delaware limited liability company.

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • December 3rd, 2015 • Legg Mason ETF Equity Trust • New York

THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) made as of November 24, 2015 (the “Effective Date”), is by and between QS Investors, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“QS”), and Legg Mason ETF Equity Trust (“Trust”). QS and Trust are referred to in this Agreement singly as a “Party” and collectively as the “Parties.”

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Legg Mason ETF Equity Trust • December 3rd, 2015
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 3rd, 2015 • Legg Mason ETF Equity Trust • Massachusetts

THIS AGREEMENT (this “Agreement”) is made as of the 20th day of November, 2015, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts having its principal office and place of business at One Lincoln Center, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and each Legg Mason registered investment company listed on Schedule A hereto (each, the “Trust”).

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