0001193125-22-108149 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 7th day of August, 2021, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Franklin Advisers, Inc., a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • Maryland

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this 31st day of July, 2020 by and between Legg Mason Partners Variable Equity Trust (“Investment Company”), a Maryland business trust, and Legg Mason Investor Services, LLC (“Distributor”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • Delaware

THIS AGREEMENT, dated as of [ ], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC FORM OF TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Legg Mason Partners Variable Equity Trust • April 18th, 2022 • California

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series, if any, of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent.

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