0000950123-07-012411 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and ClearBridge Advisors, LLC, a Delaware limited liability company (the “Subadviser”).

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MANAGEMENT AGREEMENT
Management Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Legg Mason Partners Variable Equity Trust, a Maryland business trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust

THIS AGREEMENT is made as of January 1, 2007 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WAML”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Legg Mason Partners Variable Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Legg Mason Partners Variable Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

April 9, 2007
Legg Mason Partners Variable Equity Trust • September 7th, 2007

Reference is made to the Transfer Agency and Services Agreement (as amended to date, the “Agreement”), dated as of January 1, 2006, by and among PFPC, Inc., a Massachusetts corporation, and each investment company identified as an “Old Fund” on Exhibit A hereto (each, a “Fund” and, collectively, the “Funds”) on behalf of each of its series identified as “Old Portfolios” on Exhibit A hereto (each, a “Portfolio” and, collectively, the “Portfolios”).

PFS Investments Inc. 3120 Breckinridge Blvd. Duluth, Georgia 30099-0001 Re: Distribution Agreement Ladies and Gentlemen:
Legg Mason Partners Variable Equity Trust • September 7th, 2007

Reference is made to the Distribution Agreements (each, as amended to date, an “Agreement” and, collectively, the “Agreements”), by and between each investment management company identified as an “Old Fund” on Exhibit A hereto (each, an “Investment Company” and, collectively, the “Investment Companies”), with respect to one or more of its series, if any, identified as an “Old Portfolio” on Exhibit A hereto (each, a “Portfolio” and, collectively, the “Portfolios”), and PFS Investments Inc.

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust

AGREEMENT, effective as of April 27, 2007, by and among Legg Mason Partners Variable Portfolios III, Inc. (the “Corporation”), a Maryland corporation, on behalf of its Legg Mason Partners Variable Large Cap Growth Portfolio series (the “Fund”), and its successors and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (“LMPFA”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and ClearBridge Advisors, LLC, a Delaware limited liability company (the “Subadviser”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust

AGREEMENT, effective as of April 27, 2007, by and among Legg Mason Partners Variable Portfolios IV (the “Trust”), a Massachusetts business trust, on behalf of its Legg Mason Partners Variable Capital and Income Portfolio series (the “Fund”), and its successors and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (“LMPFA”).

April 9, 2007
Custodian Services Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust

Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to date, the “Agreement”), by and among State Street Bank and Trust Company, a Massachusetts trust company, and each management investment company identified as an “Existing Fund” on Schedule I hereto (each, a “Fund” and, collectively, the “Funds”) on behalf of each of its series, if any, identified as “Existing Portfolio” on Schedule I hereto (each, a “Portfolio” and, collectively, the “Portfolios”) and certain other affiliated management investment companies.

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