0001193125-06-093034 Sample Contracts

MANAGEMENT AGREEMENT

Management Agreement • April 28th, 2006 • Legg Mason Partners Funds, Inc. • New York

• Contract Type
  Management Agreement
• Filed
  April 28th, 2006
• Company
  Legg Mason Partners Funds, Inc.
• Jurisdiction
  New York

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 company (the “Manager”).

DISTRIBUTION AGREEMENT

Distribution Agreement • April 28th, 2006 • Legg Mason Partners Funds, Inc. • Maryland

• Contract Type
  Distribution Agreement
• Filed
  April 28th, 2006
• Company
  Legg Mason Partners Funds, Inc.
• Jurisdiction
  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”).

AMENDMENT TO DISTRIBUTION AGREEMENT December 1, 2005

Distribution Agreement • April 28th, 2006 • Legg Mason Partners Funds, Inc.

• Contract Type
  Distribution Agreement
• Filed
  April 28th, 2006
• Company
  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.

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.

• Contract Type
  Distribution Agreement and Assumption Of
• Filed
  April 28th, 2006
• Company
  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.