0001193125-15-412499 Sample Contracts

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • December 23rd, 2015 • Legg Mason Partners Institutional Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 10th day of November, 2015, by and between Legg Mason Partners Institutional Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • December 23rd, 2015 • Legg Mason Partners Institutional Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 10th 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”).

December 18, 2015 Legg Mason Investor Services, LLC c/o Legg Mason, Inc.
Distribution Agreement • December 23rd, 2015 • Legg Mason Partners Institutional Trust
Re: Custodian Services Agreement and Fund Accounting Services Agreement
Custodian Agreement • December 23rd, 2015 • Legg Mason Partners Institutional 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.

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