Legg Mason Partners Funds, Inc. Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 9th, 2007 • Legg Mason Partners Funds, Inc. • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • February 9th, 2007 • Legg Mason Partners Funds, Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Funds, Inc. (the “Corporation”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

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MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of December, 2005, by and between Smith Barney Funds, Inc., a Maryland Corporation (the "Corporation") and Smith Barney Fund Management LLC, a Delaware limited liability...
Management Agreement • March 1st, 2006 • Smith Barney Funds Inc
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DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2006 • Legg Mason Partners Funds, Inc. • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Funds, Inc. (“Investment Company”), a Maryland corporation and Legg Mason Investor Services, LLC (“Distributor”).

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SMITH BARNEY FUNDS, INC. FORM OF DISTRIBUTION AGREEMENT October 8, 1998 CFBDS, Inc. 21 Milk Street Boston, MA 02109 Dear Sirs: This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the...
Distribution Agreement • February 26th, 1999 • Smith Barney Funds Inc • New York
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AMENDMENT TO DISTRIBUTION AGREEMENT December 1, 2005
Distribution Agreement • April 28th, 2006 • Legg Mason Partners Funds, Inc.

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Funds, Inc. (the “Investment Company”), with respect to one or more separate series listed on Exhibit A (each a “Fund”) and Citigroup Global Markets Inc. This letter agreement (the “Amendment”) amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.

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FORM OF AMENDED AND RESTATED BY-LAWS OF SMITH BARNEY OPEN-END FUNDS THAT ARE MASSACHUSETTS BUSINESS TRUSTS ARTICLE 1
Smith Barney Funds Inc • April 29th, 2003
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FORM OF
Distribution Agreement • July 14th, 2000 • Smith Barney Funds Inc
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AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI
Distribution Agreement and Assumption Of • April 28th, 2006 • Legg Mason Partners Funds, Inc.

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Funds Inc. (the “Investment Company”), with respect to one or more separate series listed on Exhibit A (each a “Fund”) and PFS Distributors, Inc. (“PFSD”). This letter agreement (the “Amendment”) incorporates all of the conditions, responsibilities, representations and other terms of the Agreement, except as amended or modified in this Amendment.

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WITNESSETH:
Master Custodian Agreement • April 26th, 2002 • Smith Barney Funds Inc • Massachusetts
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Legg Mason Partners Large Cap Value Fund Inc. MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of August, 2006, by and between Legg Mason Partners Funds, Inc. (the "Corporation")...
Management Agreement • March 1st, 2007 • Legg Mason Partners Funds, Inc.
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Legg Mason Partners Large Cap Value Fund Inc. SUBADVISORY AGREEMENT This SUBADVISORY AGREEMENT ("Agreement") is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the...
Subadvisory Agreement • March 1st, 2007 • Legg Mason Partners Funds, Inc. • New York
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