0001193125-16-797068 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 19th, 2016 • Legg Mason ETF Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this day of , 2016, 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 19th, 2016 • Legg Mason ETF Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 2016, by and between Legg Mason ETF Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

Re: Custodian Services Agreement and Fund Accounting Services Agreement
Custodian Services Agreement and Fund Accounting Services Agreement • December 19th, 2016 • Legg Mason ETF Equity Trust

Reference is made to that certain Custodian Services Agreement (as amended, the “Custodian Agreement”) and that certain Fund Accounting Services Agreement (as amended, the “Accounting Agreement”), each dated as of October 5, 2012 and each entered into by and between State Street Bank and Trust Company and each Fund on behalf of its Portfolios. Capitalized terms used herein without definition shall have the meanings given to them in the Agreements.

INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • December 19th, 2016 • Legg Mason ETF Equity Trust • New York

THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) made as of November , 2016 (the “Effective Date”), is by and between RARE Infrastructure (North America) Pty Limited, an Australian proprietary limited company (“RARE”), and Legg Mason ETF Equity Trust (the “Trust”), a Maryland statutory trust. RARE and the Trust are referred to in this Agreement singly as a “Party” and collectively as the “Parties.”

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