Permal Hedge Strategies Fund II Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 26th, 2016 • EnTrustPermal Hedge Strategies Fund II • 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 EnTrustPermal Management LLC, a Delaware Limited Liability Company (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • June 10th, 2013 • Permal Hedge Strategies Fund II • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 3rd day of June, 2013, by and between Permal Hedge Strategies Fund II (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODY AGREEMENT
Custody Agreement • June 10th, 2013 • Permal Hedge Strategies Fund II • New York

AGREEMENT, dated as of , 2013, between PERMAL HEDGE STRATEGIES FUND II, a statutory trust organized and existing under the laws of the State of Maryland and registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “’40 Act”), having its principal office and place of business at 620 Eighth Avenue, 49th Floor, New York, New York 10018 (the “Fund”) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • June 10th, 2013 • Permal Hedge Strategies Fund II • Maryland

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this [•] day of [•], 2013 by and between Permal Hedge Strategies Fund II (“Investment Company”), a Maryland statutory trust, and Legg Mason Investor Services, LLC (“Distributor”).

SERVICES AGREEMENT
Services Agreement • June 10th, 2013 • Permal Hedge Strategies Fund II • New York

AGREEMENT made as of , 2013 by and between each entity listed on Annex I attached hereto (each a “Fund” or collectively the “Funds”), and The Bank of New York Mellon, a corporation organized under the laws of the State of New York, through its Alternative Investment Services division (“BNYM-AIS”).

DEALER AGREEMENT Legg Mason Investor Services, LLC
Dealer Agreement • June 10th, 2013 • Permal Hedge Strategies Fund II • New York

We, Legg Mason Investor Services, LLC (the “Distributor,” “LMIS,” “We,”) have an agreement (the “Distribution Agreement”) with Permal Hedge Strategies Fund II (the “Fund”), pursuant to which We act as the principal underwriter and distributor for the sale of the shares of beneficial interest of the Fund (“Shares”), and as such We have the right to distribute Shares for resale.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • June 10th, 2013 • Permal Hedge Strategies Fund II • New York

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

Contract
Subadvisory Agreement • November 22nd, 2016 • EnTrustPermal Hedge Strategies Fund II

SUBADVISORY AGREEMENT This SUBADVISORY AGREEMENT ("Agreement") is made this 20th day of May ,2016, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager"), and EnTrustPermal Management LLC, a Delaware Limited Liability Company (the "Subadviser"). WHEREAS, the Manager has been retained by EnTrustPermal Hedge Strategies Fund II (the "Fund"), a registered management investment company under the Investment Company Act of 1940, as amended (the "1940 Act") to provide investment advisory, management, and administrative services to the Fund; and WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Fund, and the Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows: 1. In accordance with and subject to the Management Agreement between the

N-SAR Exhibit: Sub-item 77I Permal Hedge Strategies Fund II ("Registrant") In connection with the terms of offering of Permal Hedge Strategies Fund II, (the "Fund"), Registrant incorporates by reference the Fund's Registration Statement, Management...
Permal Hedge Strategies Fund II • November 26th, 2013

In connection with the terms of offering of Permal Hedge Strategies Fund II, (the "Fund"), Registrant incorporates by reference the Fund's Registration Statement, Management Agreement and Subadvisory Agreement, and other related agreements thereto, as filed on Form N-2A with the Securities and Exchange Commission, June 10, 2013, (Accession No. 0001193125-13-253247).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 10th, 2013 • Permal Hedge Strategies Fund II

Subscription Agreement, dated as of , 2013, between Permal Hedge Strategies Fund II, a statutory trust organized under the laws of Maryland (the “Fund”) and Legg Mason Inc. (the “Purchaser”).

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