Form 485BPOS Legg Mason Global Asset

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September 23, 2021 3:32 PM EDT

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Exhibit (a)(3)

SCHEDULE A

LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

Amended and Restated

Designation of Series of Shares of Beneficial Interests in the Trust

(Dated August 7, 2021)

WHEREAS, the Trustee(s) of the Trust, acting pursuant to Section 4.9 of the Declaration, have divided the Shares of the Trust into several series of Shares of beneficial interests in the Trust (each, a “Series”);

WHEREAS, the Trustees have heretofore terminated certain Series so established and designated and/or have changed the names of certain Series so established and designated;

NOW THEREFORE, the following are the Series of the Trust as of August 7, 2021 (except as otherwise specified below), each with such relative rights, preferences, privileges, limitations, restrictions and other relative terms as are set forth below:

BrandywineGLOBAL — International Opportunities Bond Fund

Franklin Strategic Real Return Fund (formerly known as QS Strategic Real Return Fund)

BrandywineGLOBAL — Diversified US Large Cap Value Fund

BrandywineGLOBAL — Global Unconstrained Bond Fund

ClearBridge Value Trust

ClearBridge Small Cap Fund

ClearBridge International Growth Fund

Franklin U.S. Small Cap Equity Fund (formerly known as QS U.S. Small Capitalization Equity Fund)

BrandywineGLOBAL — Global Opportunities Bond Fund

10.

Franklin International Equity Fund (formerly known as QS International Equity Fund)

11.

BrandywineGLOBAL — Global High Yield Fund

12.

BrandywineGLOBAL — Alternative Credit Fund

13.

BrandywineGLOBAL — Dynamic US Large Cap Value Fund

14.

Martin Currie Emerging Markets Fund

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15.

Martin Currie International Sustainable Equity Fund (such new name is effective September 30, 2021 - prior to that date the Fund is known as Martin Currie International Unconstrained Equity Fund)

16.

Franklin Global Market Neutral Fund (formerly known as QS Global Market Neutral Fund)

17.

ClearBridge Global Infrastructure Income Fund

18.

BrandywineGLOBAL — Flexible Bond Fund

19.

Martin Currie SMASh Series EM Fund

20.

BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged)

1. Each Share of each Series shall have a par value of $0.00001 per Share and shall be entitled to all the rights and preferences accorded to Shares under the Declaration.

2. The number of authorized Shares of each Series is unlimited.

3. Each Series shall be authorized to hold cash, invest in securities, instruments and other property, use investment techniques, and have such goals or objectives as from time to time are described in the prospectus and statement of additional information contained in the Trust’s then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Series, as the same may be amended and supplemented from time to time (“Prospectus”). Each Share of a Series shall represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets (as defined in the Declaration) are allocated to such Series), and shall be entitled to receive its pro rata share of the net assets of the Series upon liquidation of the Series, all as set forth in Section 4.9 of the Declaration.

4. With respect to the Shares of each Series, (a) the time and method of determining the purchase price, (b) the fees and expenses, (c) the qualifications for ownership, if any, (d) minimum purchase amounts, if any, (e) minimum account size, if any, (f) the price, terms and manner of redemption, (g) any conversion or exchange feature or privilege, (h) the relative dividend rights, and (i) any other relative rights, preferences, privileges, limitations, restrictions and other relative terms have been established by the Trustees in accordance with the Declaration and are set forth in the Prospectus with respect to such Series.

5. The Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Series or the Shares of such Series that have been established by the Trustees or redesignate any of the Series without any action or consent of the Shareholders.

6. The designation of any Series hereby shall not impair the power of the Trustees from time to time to designate additional Series of Shares of the Trust or terminate any Series hereby designated.

A-2

7. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.

A-3

SCHEDULE B

LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

Amended and Restated

Designation of Classes

(Dated August 7, 2021)

WHEREAS, the Trustees of the Trust, acting pursuant to Section 4.9 of the Declaration, have divided certain of the Series of the Trust into one or more Classes of Shares;

WHEREAS, the Trustees have heretofore terminated certain Classes so established and designated and/or have changed the names of certain Classes so established and designated;

NOW THEREFORE, the following are the Classes of each identified Series of the Trust as of August 7, 2021, each with such relative rights, preferences, privileges, limitations, restrictions and other relative terms as are set forth below:


Series		Class
BrandywineGLOBAL — International Opportunities Bond Fund		A, C, I, IS, R, FI*

Franklin Strategic Real Return Fund (formerly known as QS Strategic Real Return Fund)		A, C, I, IS, R

BrandywineGLOBAL — Diversified US Large Cap Value Fund		A, C, R, I, IS

BrandywineGLOBAL — Global Unconstrained Bond Fund		A, C, C1, R, I, IS, FI*

ClearBridge Value Trust		A, C, R, I, IS, FI*

ClearBridge Small Cap Fund		A, C, R, I, IS, FI*

ClearBridge International Growth Fund		A, C, R, I, IS, FI*

Franklin U.S. Small Cap Equity Fund (formerly known as QS U.S. Small Capitalization Equity Fund)		A, C, R, I, IS, FI*

BrandywineGLOBAL — Global Opportunities Bond Fund		A, C, C1, R, I, IS, FI*

Franklin International Equity Fund (formerly known as QS International Equity Fund)		A, C, R, I, IS, FI*

BrandywineGLOBAL — Global High Yield Fund		A, C, R, I, IS, FI*

BrandywineGLOBAL — Alternative Credit Fund		A, C, R, I, IS, FI*

BrandywineGLOBAL — Dynamic US Large Cap Value Fund		A, C, R, I, IS

B-1


Series		Class
Martin Currie Emerging Markets Fund		A, C, R, I, IS, FI*

Martin Currie International Sustainable Equity Fund (such new name is effective September 30, 2021- prior to that date the Fund is known as Martin Currie International Unconstrained Equity Fund)		A, C, R, I, IS

Franklin Global Market Neutral Fund (formerly known as QS Global Market Neutral Fund)		A, C, R, I, IS

ClearBridge Global Infrastructure Income Fund		A, C, R, I, IS

BrandywineGLOBAL — Flexible Bond Fund		A, C, R, I, IS

BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged)		A, C, R, I, IS

*	The Board of Trustees has approved the designation of Class FI shares as Class T shares to be effective on a date specified by an authorized officer of the Trust, and nothing herein shall change the designation of Class FI shares prior to that effective date.

1. Each Share of each Class is entitled to all the rights and preferences accorded to Shares under the Declaration.

2. The number of authorized Shares of each Class is unlimited.

3. All Shares of a Class of a Series shall be identical with each other and with the Shares of each other Class of the same Series except for such variations between Classes as may be authorized by the Trustees from time to time and set forth in the Trust’s then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Class of such Series, as the same may be amended and supplemented from time to time (“Prospectus”). The Trustees may change the name or other designation of a Class; and take such other action with respect to the Classes as the Trustees may deem desirable.

4. With respect to the Shares of a Class of a Series, (a) the time and method of determining the purchase price, (b) the fees and expenses, (c) the qualifications for ownership, if any, (d) minimum purchase amounts, if any, (e) minimum account size, if any, (f) the price, terms and manner of redemption of, (g) any conversion or exchange feature or privilege, (h) the relative dividend rights, and (i) any other relative rights preferences, privileges, limitations, restrictions and other relative terms have been established by the Trustees in accordance with the Declaration and are set forth in the Prospectus with respect to such Class of such Series.

5. The Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Class of a Series that have been established by the Trustees, divide or combine the issued or unissued Shares of any Class of a Series into a greater or lesser number; classify or reclassify any issued or unissued Shares of any

B-2

Class of a Series into one or more Classes of such Series; combine two or more Classes of a Series into a single Class of such Series; in each case without any action or consent of the Shareholders.

6. The designation of any Class hereby shall not impair the power of the Trustees from time to time to designate additional Classes of Shares of a Series or terminate any one or more Classes of a Series hereby designated.

7. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.

B-3

Exhibit (d)(39)

SUBADVISORY AGREEMENT

LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

ON BEHALF OF

FRANKLIN GLOBAL MARKET NEUTRAL FUND

This SUBADVISORY AGREEMENT (the “Agreement”) is made as of the 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”).

WHEREAS, the Manager has been retained by Legg Mason Global Asset Management Trust (the “Trust”), a Maryland statutory trust registered as a 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 Trust with respect to a series of the Trust;

WHEREAS, QS Investors, LLC, a Delaware limited liability company (“QS Investors”), has provided investment advisory services in connection with the Manager’s management of the Fund (as defined below) under a Subadvisory Agreement dated as of July 31, 2020 (the “Predecessor Agreement”);

WHEREAS, as the result of a merger of QS Investors with and into the Subadviser, the Subadviser is the successor to the rights and obligations of QS Investors under the Predecessor Agreement; and

WHEREAS, the Manager wishes to engage the Subadviser to continue to provide certain investment advisory services previously provided by QS Investors to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and on the same terms and conditions, 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 Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as investment subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, the Fund’s assets available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request.

3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Manager, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Manager from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions

(including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund and any sub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of securities transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement.

(b) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and the rules and regulations promulgated thereunder and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers.

4. The Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder.

5. The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder.

(b) The Subadviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing summary prospectuses, prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.

7. No member of the Board, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff.

8. As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser out of the management fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last

day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, and the fee for such month will be based on the average daily net assets of the days in that month, up to and including the last day for which the Agreement is in effect. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.

9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates.

10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time.

11. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such modifications or exemptions as may be granted by the SEC by any rule, regulation or order.

12. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness of the Predecessor Agreement. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually in the manner required by the 1940 Act.

13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its

assignment by the Subadviser and shall not be assignable by the Manager without the consent of the Subadviser.

14. The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust or the Trustees of the Trust.

15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved in the manner required by the 1940 Act.

16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. No provision of this Agreement is intended to conflict with any applicable law. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

17. This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.

18. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning the this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division.

19. Consistent with Section 9 of this Agreement, the Subadviser shall not be liable for any losses caused directly or indirectly, whether in whole or in part, by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties, non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryptions systems, security devices, or power supply.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

The foregoing is acknowledged:

The undersigned officer of the Trust has executed this Agreement not individually but in his/her capacity as an officer of the Trust. The Trust does not hereby undertake, on behalf of the Fund or otherwise, any obligation to the Subadviser.


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

ANNEX I

Not applicable.

SCHEDULE A

Franklin Global Market Neutral Fund

Date:

August 7, 2021

Fee:

The subadvisory fee will be equal to 70% of the management fee paid to Legg Mason Partners Fund Advisor, LLC, net of expense waivers and reimbursements.

Exhibit (d)(41)

INVESTMENT ADVISORY AGREEMENT

LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

ON BEHALF OF

FRANKLIN INTERNATIONAL EQUITY FUND

AGREEMENT made as of the 7th day of August, 2021, by and between Legg Mason Partners Fund Advisor, LLC (“Manager”), a Delaware limited liability company, and Franklin Advisers, Inc. (“Adviser”), a California corporation, each of which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

WHEREAS, Manager is the manager of Franklin International Equity Fund (“Fund”), a series of shares of Legg Mason Global Asset Management Trust (“Trust”), an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, QS Investors, LLC, a Delaware limited liability company (“QS Investors”), has provided investment advisory services in connection with the Manager’s management of the Fund under an Investment Advisory Agreement dated as of July 31, 2020 (the “Predecessor Agreement”);

WHEREAS, as the result of a merger of QS Investors with and into the Adviser, the Adviser is the successor to the rights and obligations of QS Investors under the Predecessor Agreement;

WHEREAS, Manager wishes to retain Adviser to continue provide investment advisory services previously provided by QS Investors in connection with Manager’s management of the Fund and on the same terms and conditions; and

WHEREAS, Adviser 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. Appointment. Manager hereby appoints Adviser as investment adviser for the Fund for the period and on the terms set forth in this Agreement. Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

2. Delivery of Documents. Manager has furnished the Adviser with copies properly certified or authenticated of each of the following:

(a) The Trust’s Declaration of Trust and all amendments thereto (such Declaration of Trust, as presently in effect and as it shall from time to time be amended, is herein called the “Declaration of Trust”);

(b) The Trust’s By-Laws and all amendments thereto (such By-Laws, as presently in effect and as they shall from time to time be amended, are herein called the “By-Laws”);

(c) Resolutions of the Trust’s Board of Trustees (“Board”) authorizing the appointment of Manager as the manager and Adviser as investment adviser and approving the Management Agreement between the Manager and the Fund (the “Management Agreement”) and this Agreement;

(d) The Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and the 1940 Act as filed with the Securities and Exchange Commission, including all exhibits thereto, relating to shares of beneficial interest of the Fund (herein called “Shares”) and all amendments thereto;

(e) The Fund’s most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto are herein called the “Prospectus”); and

(f) The Fund’s most recent statement of additional information (such statement of additional information, as presently in effect and all amendments and supplements thereto are herein called the “Statement of Additional Information”).

The Manager will furnish Adviser from time to time with copies of all amendments of or supplements to the foregoing.

3. Investment Advisory Services. (a) Subject to the supervision of the Board and the Manager, Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities consistent with the Fund’s investment objective, policies, and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information. The Adviser shall determine from time to time what securities will be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Declaration of Trust and By-Laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objective, policies, and limitations of the Fund. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, Adviser will attempt to obtain the best net price and the most favorable execution of its orders; however, the Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Fund with research, analysis, advice and similar services, and Adviser may pay to these brokers, in return for research and analysis, a higher commission than may be charged by other brokers. The Adviser is authorized to combine orders on behalf of the Fund with orders on behalf of other clients of the Adviser, consistent with guidelines adopted by the Board. In no instance will portfolio securities be purchased from or sold to the Adviser or any affiliated person thereof except in accordance with the rules, regulations or orders promulgated by the Securities and Exchange Commission pursuant to the 1940 Act. The Adviser shall also perform such other functions of management and supervision as may be requested by the Manager and agreed to by Adviser.

(b) The Adviser will oversee the maintenance of all books and records with respect to the securities transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Board with such periodic and special reports as the Board or the Manager reasonably may request.

(c) The Trust hereby authorizes that any entity or person associated with the Adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention by such person associated with the Adviser of compensation for such transactions in accordance with Rule 11a2-2(T) (a) (2) (iv).

4. Services Not Exclusive. The Adviser’s services hereunder are not deemed to be exclusive, and Adviser shall be free to render similar services to others. It is understood that persons employed by Adviser to assist in the performance of its duties hereunder might not devote their full time to such

service. Nothing herein contained shall be deemed to limit or restrict the right of Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

5. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Adviser hereby agrees that all books and records which it maintains for the Fund are property of the Fund and further agrees to surrender promptly to the Fund or its agents any of such records upon the Fund’s request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, any such records required to be maintained by Rule 31a-1 under the 1940 Act.

6. Expenses. During the term of this Agreement, Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for the Fund.

7. Compensation. For the services which Adviser will render to Manager and the Fund under this Agreement, Manager will pay Adviser a fee, computed daily and paid monthly, at an annual rate equal to 66.67% of the fee received by the Manager from the Fund, net of any waivers or reimbursements by the Manager of its fee. Fees due to the Adviser hereunder shall be paid promptly to Adviser by the Manager following its receipt of fees from the Fund. If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination and shall be based on the percentage of days of the month during which the contract was still in effect.

8. Limitation of Liability. The Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Manager or by the Fund in connection with the performance of this Agreement, except a loss resulting from breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations or duties under this Agreement.

9. Definitions. As used in this Agreement, the terms “securities” and “net assets” shall have the meanings ascribed to them in the Declaration of Trust; and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

10. Duration and Termination. This Agreement will become effective with respect to the Fund as of the date first written above and, unless sooner terminated as provided herein, shall continue in effect with respect to the Fund through the second anniversary of the date of effectiveness of the Predecessor Agreement. Thereafter, if not earlier terminated, this Agreement shall continue in effect for successive annual periods, provided that such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the trustees who are not interested persons (as defined in the 1940 Act) of the Trust or of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, by vote of the Board, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, by the Manager or by the Adviser, on not less than 60 days’ notice to the Fund and/or the other party(ies) and will be terminated immediately upon any termination of the Management Agreement with respect to the Fund or upon the mutual written consent of the Adviser, the Manager, and the Fund. Termination of this Agreement with respect to the Fund shall in no way affect continued performance

with regard to any other portfolio of the Trust. This Agreement will automatically and immediately terminate in the event of its assignment.

11. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

12. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities.

13. Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

Exhibit (d)(43)

SUBADVISORY AGREEMENT

WHEREAS, QS Investors, LLC, a Delaware limited liability company (“QS Investors”), has provided investment advisory services, management, and administrative in connection to the Trust with respect to the Fund (as defined below) under an Investment Advisory Agreement dated as of July 31, 2020 (the “Investment Advisory Agreement”);

WHEREAS, the Subadviser has provided certain investment advisory services to the Trust with respect to the Fund (as defined below) under a Subadvisory Agreement dated as of July 31, 2020 (the “Predecessor Agreement”);

WHEREAS, as the result of a merger of QS Investors with and into the Adviser, the Adviser is the successor to the rights and obligations of QS Investors under the Investment Advisory Agreement and under the Predecessor Agreement; and

WHEREAS, the Manager and the Adviser wish to engage the Subadviser to continue to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (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 Trust and the Manager with respect to the Fund (the “Management Agreement”) and the Advisory Agreement between the Manager and the Adviser with respect to the Fund (the “Advisory Agreement”), the Manager and the Adviser hereby appoint the Subadviser as investment subadviser for that portion of the Fund’s assets as shall be allocated to the Subadviser by the Manager and/or Adviser from time to time, if any (the “Allocated Assets”), for the period and on the terms set forth in this Agreement. The Manager and/or the Adviser may, from time to time, allocate and reallocate the Fund’s assets among the Subadviser, the Adviser and other subadvisers of the Fund’s assets. In addition, the Manager and/or the Adviser may determine not to allocate any portion of the Fund’s assets to the Subadviser for a period of time during the term of this Agreement. The Subadviser’s responsibilities for providing investment advisory services to the Fund shall be limited to the Allocated Assets. The Subadviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2. The Manager and the Adviser shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund that are part of the Allocated Assets, the funds available, or to become available, for investment as part of the Allocated Assets, and generally as to the condition of the Fund’s affairs. The Manager and the Adviser shall furnish the Subadviser with such documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request.

3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager and the Adviser, the Subadviser shall regularly provide the Fund, with respect to the Allocated Assets, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund and any sub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of securities transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such

other functions of investment management and supervision as may be directed by the Board. The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement.

6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust, the Manager and the Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder.

8. As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the portion of the average daily net assets of the Fund comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be prorated according to the ratio that the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.

9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager, the Adviser, the Fund or the Fund’s shareholders to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates.

10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time.

12. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by the Board, including the separate vote of a majority of the Board members who are not interested persons of any party to this Agreement, and, if so required by the 1940 Act, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, shall continue in effect with respect to the Fund through the second anniversary of the date of effectiveness of the Predecessor Agreement. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more

than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund, the Manager and the Adviser, and will be terminated upon the mutual written consent of the Manager, the Adviser and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager or the Adviser without the consent of the Subadviser.

16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

17. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

CLEARBRIDGE INVESTMENTS, LLC

By:		/s/ Barbara Brooke Manning
Name:		Barbara Brooke Manning
Title:		Managing Director, General Counsel & Chief Compliance Officer

The foregoing is acknowledged:


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

ANNEX I

Not applicable.

SCHEDULE A

Franklin Strategic Real Return Fund

Date: August 7, 2021

Fee:

0.35% of the average daily net assets managed by ClearBridge Investments, LLC

Exhibit (d)(44)

ADVISORY AGREEMENT

This ADVISORY 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 “Adviser”).

WHEREAS, QS Investors, LLC, a Delaware limited liability company (“QS Investors”), has provided investment advisory services in connection with the Manager’s management of the Fund (as defined below) under an Advisory Agreement dated as of July 31, 2020 (the “Predecessor Agreement”);

WHEREAS, as the result of a merger of QS Investors with and into the Adviser, the Adviser is the successor to the rights and obligations of QS Investors under the Predecessor Agreement; and

WHEREAS, the Manager wishes to engage the Adviser to continue to provide certain investment advisory services previously provided by QS Investors to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and on the same terms and conditions, and the Adviser 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 Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Adviser to act as investment adviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. The Manager shall cause the Adviser to be kept fully informed at all times with regard to the securities owned by the Fund, the funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Adviser with such documents and information with regard to the Fund’s affairs as the Adviser may from time to time reasonably request.

3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Manager, the Adviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Adviser by the Manager from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of

Additional Information. The Adviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund and any sub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of securities transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder, the investment program to be provided hereunder may entail the investment of any or all of the assets of the Fund in one or more investment companies. The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Adviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Adviser believes are appropriate or desirable in performing its duties under this Agreement.

(b) Subject to the supervision of the Board and the Manager and the provisions of Paragraph 3(a) above, the Adviser shall assess the Fund’s investment focus and make and implement decisions with respect to the allocation and reallocation of the Fund’s assets among one or more investment subadvisers from time to time, as the Adviser deems appropriate, in an effort to enable the Fund to achieve its investment goals. In addition, the Adviser will monitor

compliance of each investment subadviser with the investment objectives, policies and restrictions of the Fund (or portion of the Fund) under the management of such investment subadviser, and review and report to the Board on the performance of each investment subadviser. The Adviser shall also perform such other functions of management and supervision as may be requested by the Manager and agreed to by the Adviser.

(c) Subject to the supervision of the Board and the Manager, the Adviser also shall provide the investment advisory services described in Paragraph 3(a) for a portion of the Fund’s assets, as described in the Fund’s current Prospectus and Statement of Additional Information (the “QS Investors Portfolio”).

(d) Subject to the supervision of the Board and the Manager, the Adviser also shall provide management services to Real Return Fund Ltd., a wholly-owned subsidiary of the Fund, pursuant to the terms of the contract attached as Appendix A.

(e) The Fund hereby authorizes any entity or person associated with the Adviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Adviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Adviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Adviser or its affiliates, except in each case as permitted by the 1940 Act and the rules and regulations promulgated thereunder and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Adviser and its directors and officers.

4. (a) With respect to the Fund, the Adviser must enter into a contract (“Investment Subadvisory Agreement”) with the Manager and one or more investment subadvisers, including without limitation, affiliates of the Adviser, in which the Adviser delegates to such investment subadviser(s) all of its duties specified in Paragraph 3(a) hereunder with respect to the Allocated Assets that are not part of the QS Investors Portfolio, on such terms as the Adviser will determine to be necessary, desirable or appropriate, provided that in each case the Adviser shall supervise the activities of each such subadviser, that such delegation will not relieve the Adviser of any of its duties or obligations under this Agreement and further provided that such subadviser is subject to all the conditions to which the Adviser is subject hereunder in connection with the delegated duties and that such contracts impose on such investment subadviser(s) all the conditions to which the Adviser is subject hereunder in connection with the delegated duties and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder. In the event that an Investment Subadvisory Agreement with an investment subadviser is terminated, the Adviser will seek to allocate any assets under the day-to-day management of such investment subadviser to another investment subadviser. Subject to any duties it may have under applicable law, the Adviser does not intend at any time to provide

day-to-day portfolio management services with respect to any assets of the Fund that are not part of the QS Investors Portfolio. In addition, the Adviser may delegate to any other one or more companies that the Adviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain other of the Adviser’s duties under this Agreement, provided in each case the Adviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Adviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder.

(b) Subject to the approval of the Manager, the Adviser may enter into or assent to contracts between any investment subadviser contracted under Paragraph 4(a) (“First Tier Subadviser”) and one or more investment subadvisers, including without limitation, affiliates of the Manager, Adviser and First Tier Subadviser, in which the First Tier Subadviser delegates to such investment subadvisers any or all of its duties, on such terms as the First Tier Subadviser will determine to be necessary, desirable or appropriate, provided that in each case the First Tier Subadviser shall supervise the activities of each such subadviser, that such delegation will not relieve the Adviser of any of its duties or obligations under this Agreement and further provided that such contracts impose on such investment subadviser all the conditions to which the Adviser is subject hereunder in connection with the delegated duties and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder.

5. The Adviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Adviser further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

6. (a) The Adviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager with all information and reports reasonably required by them and reasonably available to the Adviser relating to the services provided by the Adviser hereunder.

(b) The Adviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Adviser shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law;

expenses of preparing, setting in print, printing and distributing summary prospectuses, prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.

7. No member of the Board, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Adviser or any affiliated company of the Adviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Adviser’s or any affiliated company’s staff.

8. As compensation for the services performed by the Adviser, including the services of any consultants retained by the Adviser, the Manager shall pay the Adviser as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Adviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the portion of the average daily net assets of the Fund comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be prorated according to the ratio that the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.

9. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Adviser against any liability to the Manager or the Fund or the Fund’s shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Adviser” shall include any affiliates of the Adviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Adviser and such affiliates.

10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Adviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Adviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Adviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Adviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Adviser’s policies and procedures as presented to the Board from time to time.

12. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by the Board, including the separate vote of a majority of the Board members who are not interested persons of any party to this Agreement, and, if so required by the 1940 Act, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, shall continue in effect with respect to the Fund through the second anniversary of the date of effectiveness of the Predecessor Agreement. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Adviser, or by the Adviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Adviser. This Agreement shall terminate automatically in the event of its assignment by the Adviser and shall not be assignable by the Manager without the consent of the Adviser.

14. The Adviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.

16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

17. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

The foregoing is acknowledged:


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

ANNEX I

Not applicable.

SCHEDULE A

Franklin Strategic Real Return Fund

Date: August 7, 2021

Fee: 0.20% of the Fund’s average daily net assets

APPENDIX A

Cayman Subsidiary Management Agreement

Exhibit (d)(45)

SUBADVISORY AGREEMENT

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

WHEREAS, QS Investors, LLC, a Delaware limited liability company (“QS Investors”), has provided investment advisory services, management, and administrative services to the Trust with respect to the Fund (as defined below) under an Investment Advisory Agreement dated as of July 31, 2020 (the “Investment Advisory Agreement”);

WHEREAS, QS Investors has provided certain investment advisory services to the Trust with respect to the Fund (as defined below) under a Subadvisory Agreement dated as of July 31, 2020 (the “Predecessor Agreement”);

WHEREAS, as the result of a merger of QS Investors with and into Franklin Advisers, Franklin Advisers is the successor to the rights and obligations of QS Investors under the Investment Advisory Agreement (in such capacity Franklin Advisers is referred to herein as the “Adviser”) and under the Predecessor Agreement (in such capacity Franklin Advisers is referred to herein as the “Subadviser”); and

WHEREAS, the Manager and the Adviser wish to engage the Subadviser to continue to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and on the same terms and conditions, 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:

Agreement. The Subadviser’s responsibilities for providing investment advisory services to the Fund shall be limited to the Allocated Assets. The Subadviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement.

6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust, the Manager and the Adviser with all information and reports reasonably required by them and

reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder.

business of the New York Stock Exchange, or such other time as may be determined by the Board.

9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager, the Adviser, the Fund or the Fund’s shareholders to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates.

10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time.

12. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by the Board, including the separate vote of a majority of the Board members who are not interested persons of any party to this Agreement, and, if so required by the 1940 Act, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, shall continue in effect with respect to the Fund through the second anniversary of the date of effectiveness of the Predecessor Agreement. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund, the Manager and the Adviser, and will be terminated upon the mutual written consent of the Manager, the Adviser and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager or the Adviser without the consent of the Subadviser.

16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

17. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

The foregoing is acknowledged:


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

ANNEX I

Not applicable.

SCHEDULE A

Franklin Strategic Real Return Fund

Date:

August 7, 2021

Fee:

0.45% of the average daily net assets managed by Franklin Advisers, Inc. in its capacity as Subadviser

Exhibit (d)(47)

SUBADVISORY AGREEMENT

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

WHEREAS, QS Investors, LLC, a Delaware limited liability company (“QS Investors”), has provided investment advisory, management, and administrative services to the Trust with respect to the Fund (as defined below) under an Investment Advisory Agreement dated as of July 31, 2020 (the “Investment Advisory Agreement”);

WHEREAS, the Manager and the Adviser wish to engage the Subadviser to continue to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and on the same terms and conditions, 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:

Allocated Assets. The Subadviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement.

(b) Subject to the supervision of the Board, the Manager and the Adviser and the provisions of Paragraph 3(a) above, the Subadviser shall assess the Fund’s investment focus and make and implement decisions with respect to the allocation and reallocation of the Fund’s assets among one or more investment subadvisers from time to time, as the Subadviser deems appropriate, in an effort to enable the Fund to achieve its investment goals. In addition, the Subadviser will monitor compliance of each such investment subadviser with the investment objectives, policies and restrictions of the Fund (or portion of the Fund) under the management of such investment subadviser, and review and report to the Board on the performance of each investment subadviser. The Subadviser shall also perform such other functions of management and supervision as may be requested by the Manager and Adviser and agreed to by the Subadviser.

(c) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and the rules and regulations promulgated thereunder and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers.

4. With respect to any or all of the Allocated Assets, the Subadviser, with the consent of the Manager and the Adviser, may enter into a contract (“Foreign Subadvisory Agreement”) with one or more investment subadvisers, including without limitation, affiliates of the Subadviser, in which the Subadviser delegates to such investment subadviser(s) all of its duties specified in Paragraph 3(a) hereunder, on such terms as the Subadviser will determine to be necessary, desirable or appropriate, provided that in each case the Subadviser shall supervise the activities of each such subadviser, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement with respect to the Allocated Assets or otherwise, and further provided that such subadviser is subject to all the conditions to which the Subadviser is

subject hereunder in connection with the delegated duties and that such contracts impose on such investment subadviser(s) all the conditions to which the Subadviser is subject hereunder in connection with the delegated duties and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder. Subject to any duties it may have under applicable law, the Subadviser does not intend at any time to provide day-to-day portfolio management services with respect to any assets of the Fund that have been allocated to an investment subadviser pursuant to this Paragraph 4 and Paragraph 3(b). In addition, the Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder.

fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.

9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager, the Adviser, the Fund or the Fund’s shareholders to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates.

other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time.

12. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by the Board, including the separate vote of a majority of the Board members who are not interested persons of any party to this Agreement, and, if so required by the 1940 Act, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, shall continue in effect with respect to the Fund through the second anniversary of the date of effectiveness of the Predecessor Agreement. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund, the Manager and the Adviser, and will be terminated upon the mutual written consent of the Manager, the Adviser and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager or the Adviser without the consent of the Subadviser.

16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

17. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

WESTERN ASSET MANAGEMENT COMPANY, LLC

By:		/s/ Daniel E. Giddings
Name:		Daniel E. Giddings
Title:		Manager of Global Legal Affairs

The foregoing is acknowledged:


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

ANNEX I

Not applicable.

SCHEDULE A

Franklin Strategic Real Return Fund

Date: August 7, 2021

Fee:

0.25% of the average daily net assets managed by Western Asset Management Company, LLC.

Exhibit (d)(48)

SUBADVISORY AGREEMENT (Japan)

This SUBADVISORY AGREEMENT (“Agreement”) is made this 7th day of August, 2021, by and among Legg Mason Partners Fund Advisor, LLC (the “Manager”), a Delaware limited liability company, Franklin Advisers, Inc., a California corporation (the “Adviser”), Western Asset Management Company, LLC, a limited liability company organized under the laws of California (the “Subadviser”) and Western Asset Management Company Ltd, a corporation organized under the laws of Japan (“Western Japan”).

WHEREAS, Western Japan has provided certain investment advisory services to the Trust with respect to the Fund (as defined below) under a Subadvisory Agreement dated as of July 31, 2020 (the “Predecessor Western Japan Agreement”);

WHEREAS, the Subadviser wishes to continue to engage Western Japan to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and on the same terms and conditions, 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 Trust and the Manager with respect to the Fund (the “Management Agreement”), the Advisory Agreement between the Manager and the Adviser with respect to the Fund (the “Advisory Agreement”), and the Subadvisory Agreement among the Manager, the Adviser and the Subadviser with respect to the Fund, the Subadviser hereby appoints Western Japan as investment subadviser for that portion of the Fund’s assets as shall be allocated to Western Japan by the Subadviser, if any (the

“Allocated Assets”), for the period and on the terms set forth in this Agreement. The Subadviser may, from time to time, allocate and reallocate the Fund’s assets among Western Japan and other subadvisers of the Fund’s assets. In addition, the Subadviser may determine not to allocate any portion of the Fund’s assets to Western Japan for a period of time during the term of this Agreement. Western Japan’s responsibilities for providing investment advisory services to the Fund shall be limited to the Allocated Assets. Western Japan accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2. The Subadviser shall cause Western Japan to be kept fully informed at all times with regard to the securities owned by the Fund that are part of the Allocated Assets, the Fund’s assets available, or to become available, for investment as part of the Allocated Assets, and generally as to the condition of the Fund’s affairs. The Subadviser shall furnish Western Japan with such documents and information with regard to the Fund’s affairs as Western Japan may from time to time reasonably request.

3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager, the Adviser and the Subadviser, Western Japan shall regularly provide the Fund, with respect to the Allocated Assets, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. Western Japan shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to Western Japan. Western Japan is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund and any sub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of securities transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. Western Japan will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which Western Japan or its affiliates exercise investment discretion. Western Japan is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is

in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Western Japan determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which Western Japan and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict Western Japan’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Western Japan shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. Western Japan may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments Western Japan believes are appropriate or desirable in performing its duties under this Agreement.

(b) The Fund hereby authorizes any entity or person associated with Western Japan which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, Western Japan agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which Western Japan or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by Western Japan or its affiliates, except in each case as permitted by the 1940 Act and the rules and regulations promulgated thereunder and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to Western Japan and its directors and officers.

4. Western Japan may delegate to any other one or more companies that Western Japan controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of Western Japan’s duties under this Agreement, provided in each case Western Japan will supervise the activities of each such entity or employees thereof, that such delegation will not relieve Western Japan of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder.

5. Western Japan agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, Western Japan hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. Western Japan further agrees to arrange for the preservation of

the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

6. (a) Western Japan, at its expense, shall supply the Board, the officers of the Trust, the Manager, the Adviser and the Subadviser with all information and reports reasonably required by them and reasonably available to Western Japan relating to the services provided by Western Japan hereunder.

(b) Western Japan shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, Western Japan shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing summary prospectuses, prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.

7. No member of the Board, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of Western Japan or any affiliated company of Western Japan, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of Western Japan’s or any affiliated company’s staff.

8. As compensation for the services performed by Western Japan, including the services of any consultants retained by Western Japan, the Subadviser shall pay Western Japan as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due Western Japan for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the portion of the average daily net

assets of the Fund comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be prorated according to the ratio that the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.

9. Western Japan assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect Western Japan against any liability to the Manager, the Adviser, the Subadviser, the Fund or the Fund’s shareholders to which Western Japan would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Western Japan” shall include any affiliates of Western Japan performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of Western Japan and such affiliates.

10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of Western Japan who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of Western Japan to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of Western Japan is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by Western Japan. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with Western Japan’s policies and procedures as presented to the Board from time to time.

continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to Western Japan, or by Western Japan upon not less than 90 days’ written notice to the Fund and the Subadviser, and will be terminated upon the mutual written consent of the Subadviser and Western Japan. This Agreement shall terminate automatically in the event of its assignment by Western Japan and shall not be assignable by the Subadviser without the consent of Western Japan.

14. Western Japan agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust or the Trustees of the Trust.

16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

17. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

WESTERN ASSET MANAGEMENT COMPANY, LLC

By:		/s/ Daniel E. Giddings
Name:		Daniel E. Giddings
Title:		Manager of Global Legal Affairs

WESTERN ASSET MANAGEMENT COMPANY LTD

By:		/s/ Naoya Orime
Name:		Naoya Orime
Title:		Representative Director, Tokyo

The foregoing is acknowledged:


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

ANNEX I

This Annex I forms a part of the Subadvisory Agreement dated as of July 31, 2020, by and between Western Asset Management Company, LLC, a California limited liability company, and Western Asset Management Company Ltd (“Western Japan”), an entity (i) authorized and regulated in Japan by the Japanese Securities and Exchange Surveillance Commission (SESC), a commission established by the Japanese Services Agency, and (ii) subject to applicable local laws and regulations.

1. Western Japan shall not offer any special benefit to the Subadviser in connection with performance of this Agreement, and the Subadviser shall not request any special benefit from Western Japan.

2. Section 9 of this Agreement shall not be deemed to limit Western Japan’s obligations under the Japanese Financial Instruments and Exchange Law to perform its duties to its customers faithfully and with the care of a prudent manager.

3. The Subadviser shall be liable for any damages or losses suffered by Western Japan due to the Subadviser’s willful misconduct or gross negligence or the Subadviser’s failure to perform its duties hereunder.

SCHEDULE A

Franklin Strategic Real Return Fund

Date: August 7, 2021

Fee:

0.25% of the average daily net assets managed by Western Asset Management Company Ltd.

Exhibit (d)(49)

SUBADVISORY AGREEMENT (London)

This SUBADVISORY AGREEMENT (“Agreement”) is made this 7th day of August, 2021, by and among Legg Mason Partners Fund Advisor, LLC (the “Manager”), a Delaware limited liability company, Franklin Advisers, Inc., a California corporation (the “Adviser”), Western Asset Management Company, LLC, a limited liability company organized under the laws of California (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“Western London”).

WHEREAS, Western London has provided certain investment advisory services to the Trust with respect to the Fund (as defined below) under a Subadvisory Agreement dated as of July 31, 2020 (the “Predecessor Western London Agreement”);

WHEREAS, the Subadviser wishes to continue to engage Western London to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and on the same terms and conditions, 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 Trust and the Manager with respect to the Fund (the “Management Agreement”), the Advisory Agreement between the Manager and the Adviser with respect to the Fund (the “Advisory Agreement”), and the Subadvisory Agreement among the Manager, the Adviser and the Subadviser with respect to the Fund, the Subadviser hereby appoints Western London as investment subadviser for that portion of the Fund’s assets as shall be allocated to Western London by the Subadviser, if any (the “Allocated Assets”), for the period and on the terms set

forth in this Agreement. The Subadviser may, from time to time, allocate and reallocate the Fund’s assets among Western London and other subadvisers of the Fund’s assets. In addition, the Subadviser may determine not to allocate any portion of the Fund’s assets to Western London for a period of time during the term of this Agreement. Western London’s responsibilities for providing investment advisory services to the Fund shall be limited to the Allocated Assets. Western London accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

2. The Subadviser shall cause Western London to be kept fully informed at all times with regard to the securities owned by the Fund that are part of the Allocated Assets, the Fund’s assets available, or to become available, for investment as part of the Allocated Assets, and generally as to the condition of the Fund’s affairs. The Subadviser shall furnish Western London with such documents and information with regard to the Fund’s affairs as Western London may from time to time reasonably request.

3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager, the Adviser and the Subadviser, Western London shall regularly provide the Fund, with respect to the Allocated Assets, with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. Western London shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to Western London. Western London is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund and any sub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of securities transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. Western London will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which Western London or its affiliates exercise investment discretion. Western London is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer

would have charged for effecting that transaction if Western London determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which Western London and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict Western London’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Western London shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. Western London may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments Western London believes are appropriate or desirable in performing its duties under this Agreement.

(b) The Fund hereby authorizes any entity or person associated with Western London which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, Western London agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which Western London or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by Western London or its affiliates, except in each case as permitted by the 1940 Act and the rules and regulations promulgated thereunder and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to Western London and its directors and officers.

4. Western London may delegate to any other one or more companies that Western London controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of Western London’s duties under this Agreement, provided in each case Western London will supervise the activities of each such entity or employees thereof, that such delegation will not relieve Western London of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with and meet all applicable requirements of the 1940 Act and the rules and regulations promulgated thereunder.

5. Western London agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule 31a-3 under the 1940 Act, Western London hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. Western London further agrees to arrange for the

preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

6. (a) Western London, at its expense, shall supply the Board, the officers of the Trust, the Manager, the Adviser and the Subadviser with all information and reports reasonably required by them and reasonably available to Western London relating to the services provided by Western London hereunder.

(b) Western London shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, Western London shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing summary prospectuses, prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.

7. No member of the Board, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of Western London or any affiliated company of Western London, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of Western London’s or any affiliated company’s staff.

8. As compensation for the services performed by Western London, including the services of any consultants retained by Western London, the Subadviser shall pay Western London as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due Western London for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the portion of the average

daily net assets of the Fund comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be prorated according to the ratio that the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.

9. Western London assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect Western London against any liability to the Manager, the Adviser, the Subadviser, the Fund or the Fund’s shareholders to which Western London would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Western London” shall include any affiliates of Western London performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of Western London and such affiliates.

10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of Western London who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of Western London to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of Western London is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by Western London. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with Western London’s policies and procedures as presented to the Board from time to time.

13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to Western London, or by Western London upon not less than 90 days’ written notice to the Fund and the Subadviser, and will be terminated upon the mutual written consent of the Subadviser and Western London. This Agreement shall terminate automatically in the event of its assignment by Western London and shall not be assignable by the Subadviser without the consent of Western London.

14. Western London agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust or the Trustees of the Trust.

16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

17. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

WESTERN ASSET MANAGEMENT COMPANY, LLC

By:		/s/ Daniel E. Giddings
Name:		Daniel E. Giddings
Title:		Manager of Global Legal Affairs

WESTERN ASSET MANAGEMENT COMPANY LIMITED

By:		/s/ Daniel E. Giddings
Name:		Daniel E. Giddings
Title:		Manager of Global Legal Affairs

The foregoing is acknowledged:


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

ANNEX I

This Annex I forms a part of the Subadvisory Agreement dated as of July 31, 2020 by and between Western Asset Management Company, LLC, a California limited liability company, and Western Asset Management Company Limited (“Western London”), an entity authorized and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”).

1. Western London represents, warrants and covenants that it is authorized and regulated by the FCA.

2. Western London has classified the Trust as a Professional Client as defined by the FCA Rules.

SCHEDULE A

Franklin Strategic Real Return Fund

Date: August 7, 2021

Fee:

0.25% of the average daily net assets managed by Western Asset Management Company Limited.

Exhibit (d)(50)

INVESTMENT ADVISORY AGREEMENT

LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

ON BEHALF OF

FRANKLIN U.S. SMALL CAP EQUITY FUND

WHEREAS, the Manager is the manager of Franklin U.S. Small Cap Equity Fund (“Fund”), a series of Legg Mason Global Asset Management Trust (“Trust”), an open-end, management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, QS Investors, LLC, a Delaware limited liability company (“QS Investors”), has provided investment advisory services in connection with the Manager’s management of the Fund under an Investment Advisory Agreement dated as of July 31, 2020 (the “Predecessor Agreement”);

WHEREAS, as the result of a merger of QS Investors with and into the Adviser, the Adviser is the successor to the rights and obligations of QS Investors under the Predecessor Agreement;

WHEREAS, the Manager wishes to retain Adviser to continue to provide investment advisory services previously provided by QS Investors in connection with the Manager’s management of the Fund and on the same terms and conditions; and

WHEREAS, Adviser 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. Appointment. The Manager hereby appoints Adviser as investment adviser for the Fund for the period and on the terms set forth in this Agreement. Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

2. Delivery of Documents. The Manager has furnished Adviser with copies of each of the following:

(a) The Trust’s Declaration of Trust and all amendments thereto (“Declaration of Trust”);

(b) The Trust’s By-Laws and all amendments thereto (“By-Laws”);

(c) Resolutions of the Trust’s Board of Trustees (“Board”) authorizing the appointment of the Manager as the manager and Adviser as investment adviser and approving the Investment Management Agreement between the Manager and the Trust with respect to the Fund (“Management Agreement”) and this Agreement;

(d) The Fund’s most recent prospectus (such prospectus, as presently in effect and all amendments and supplements thereto, are herein called the “Prospectus”); and

(e) The Fund’s most recent statement of additional information (such statement of additional information, as presently in effect and all amendments and supplements thereto, are herein called the “Statement of Additional Information”).

The Manager will furnish Adviser from time to time with copies of all amendments of or supplements to the foregoing.

3. Investment Advisory Services. (a) Subject to the supervision of the Board and the Manager, Adviser shall as requested by the Manager regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s current Prospectus and Statement of Additional Information. Adviser shall as requested by the Manager determine from time to time what securities or other property will be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Declaration of Trust and By-Laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objectives, policies, and restrictions of the Fund, as each of the foregoing may be amended from time to time. Adviser will as requested by the Manager place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker, dealer or futures commission merchant (collectively, a “broker”). In the selection of brokers and the placing of orders for the purchase and sale of portfolio investments for the Fund, Adviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into consideration market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board may determine and communicate to Adviser in writing, Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker that provides brokerage and research services to Adviser or any affiliated person of Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or Adviser’s overall responsibilities with respect to the Fund and to other

clients of Adviser and any affiliated person of Adviser as to which Adviser or any affiliated person of Adviser exercises investment discretion. Adviser shall also perform such other functions of management and supervision as may be requested by the Manager and agreed to by Adviser.

(b) Adviser will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Board with such periodic and special reports as the Board or the Manager reasonably may request.

(c) The Trust hereby agrees that any entity or person associated with Adviser (or with any affiliated person of Adviser) which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) or otherwise.

4. Services Not Exclusive. Adviser’s services hereunder are not deemed to be exclusive, and Adviser shall be free to render similar services to others. It is understood that persons employed by Adviser to assist in the performance of its duties hereunder might not devote their full time to such service. Nothing herein contained shall be deemed to limit or restrict the right of Adviser or any affiliate of Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

5. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Adviser hereby agrees that all books and records which it maintains for the Fund are property of the Fund and further agrees to surrender promptly to the Fund or its agents any of such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records required to be maintained by Rule 31a-1 under the 1940 Act.

6. Expenses. During the term of this Agreement, Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other property (including brokerage commissions, if any) purchased for the Fund.

7. Compensation. For the services which Adviser will render to the Manager and the Fund under this Agreement, the Manager will pay Adviser a fee, computed daily and paid monthly, at an annual rate of 0.70% of the average daily net assets of the Fund. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. Fees due to Adviser hereunder shall be paid promptly to Adviser by the Manager following its receipt of fees from the Fund. If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination and shall be based on the percentage of days of the month during which the contract was still in effect.

8. Limitation of Liability. In the absence of willful misfeasance, bad faith or gross negligence on the part of Adviser, or reckless disregard of its obligations and duties hereunder, Adviser shall not be subject to any liability to the Manager, the Fund or any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services hereunder.

9. Definitions. As used in this Agreement, the terms “assignment,” “interested person,” “affiliated person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions and interpretations as may be granted by the Securities and Exchange Commission by any rule, regulation or order; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

10. Term. This Agreement will become effective with respect to the Fund as of the date first written above and, unless sooner terminated as provided herein, shall continue in effect with respect to the Fund through the second anniversary of the date of effectiveness of the Predecessor Agreement. Thereafter, if not earlier terminated, this Agreement shall continue in effect for successive annual periods, provided that such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the trustees of the Board who are not interested persons of the Trust or of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, by vote of the Board, by vote of a majority of the outstanding voting securities of the Fund, by Manager or by Adviser, on not less than 60 days’ notice to the Fund and/or the other party(ies) and will be terminated immediately upon any termination with respect to the Fund of the Management Agreement between Manager and the Fund. Termination of this Agreement with respect to the Fund shall in no way affect continued performance with regard to any other portfolio of the Trust.

11. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

12. No Assignment Amendments. This Agreement shall terminate automatically in the event of its assignment or in the event that the Management Agreement shall have terminated for any reason. Any termination of this Agreement pursuant to Section 10 shall be without the payment of any penalty. This Agreement shall not be amended unless such amendment is approved by the vote of a majority of the outstanding voting securities of the Fund (provided that such shareholder approval is required by the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees who are not interested persons of the Trust, the Manager or Adviser.

reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.

14. Non-Exclusive Right. In the event this Agreement is terminated or upon written notice from Adviser at any time, the Trust hereby agrees that it will eliminate from the Fund’s name any reference to the term “Franklin.” The Trust, on behalf of the Fund, shall have the nonexclusive use of the term “Franklin” in whole or in part only so long as this Agreement is effective or until such notice is given.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

FRANKLIN ADVISERS, INC.

By:		/s/ William Y. Yun
Name:		William Y. Yun
Title:		Executive Vice President

The foregoing is accepted by:


LEGG MASON GLOBAL ASSET MANAGEMENT TRUST

By:		/s/ Jane Trust
Name:		Jane Trust
Title:		President and Chief Executive Officer

Exhibit (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Legg Mason Global Asset Management Trust of our report dated July 19, 2021, relating to the financial statements and financial highlights, which appears in Martin Currie International Sustainable Equity Fund’s Annual Report on Form N-CSR for the year ended May 31, 2021. We also consent to the references to us under the headings “Independent Registered Public Accounting Firm”, “Financial Statements” and “Financial highlights” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

September 20, 2021

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