Form of Letter Amendment to Management Agreement Legg Mason Partners Fund Advisor, LLC

Exhibit 6(b)

Form of Letter Amendment to Management Agreement

▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor, LLC

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[Date]

▇▇▇▇ ▇▇▇▇▇ Partners Income Trust

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Re: Management Agreement, dated as of April 13, 2007, between ▇▇▇▇ ▇▇▇▇▇ Partners Income Trust (the “Trust”) and ▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor, LLC (the “Manager”) with respect to the Trust’s series ▇▇▇▇ ▇▇▇▇▇ Partners Corporate Bond Fund (formerly ▇▇▇▇ ▇▇▇▇▇ Partners Investment Grade Bond Fund) (the “Fund”)

Ladies and Gentlemen:

The Manager hereby confirms its agreement, in connection with the acquisition by the Fund of ▇▇▇▇ ▇▇▇▇▇ Investment Grade Income Portfolio (the “Reorganization”), to a reduction of the fee payable under the Management Agreement to an annual rate of 0.55% of the average daily net assets of the Fund. This reduction will become effective, however, only upon consummation of the Reorganization.

Except to the extent expressly set forth herein, this letter shall not be deemed to otherwise amend or modify any term of the Management Agreement.

Please sign below to acknowledge your consent and agreement to the above.

▇▇▇▇ ▇▇▇▇▇ PARTNERS FUND ADVISOR, LLC

By:

Name:

Title:

Consented and Agreed to:

▇▇▇▇ ▇▇▇▇▇ PARTNERS INCOME TRUST,

with respect to its series ▇▇▇▇ ▇▇▇▇▇ Partners

Corporate Bond Fund

By:

Name:

Title: