Legg Mason Partners Fundamental Value Fund, Inc Sample Contracts

AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI
Distribution Agreement • November 29th, 2006 • Legg Mason Partners Fundamental Value Fund, Inc • Maryland
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SUBADVISORY AGREEMENT
Subadvisory Agreement • November 30th, 2006 • Legg Mason Partners Fundamental Value Fund, 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 CAM North America LLC, a Delaware limited liability company (the “Subadviser”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • November 30th, 2006 • Legg Mason Partners Fundamental Value Fund, Inc • New York

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

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc

THIS AGREEMENT is made as of January 1, 2006 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc • Maryland

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

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Fundamental Value Fund 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.

FORM OF
Distribution Agreement • September 18th, 2000 • Smith Barney Shearson Fundamental Value Fund Inc
AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI
Distribution Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Fundamental Value Fund 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.

FORM OF TRANSFER AGENCY AND REGISTRAR AGREEMENT AGREEMENT, dated as of ___________, 1995 between Smith Barney Fundamental Value Inc.., (the "Fund"), a corporation organized under the laws of Maryland and having its principal place of business at 388...
Transfer Agency and Registrar Agreement • February 1st, 1996 • Smith Barney Shearson Fundamental Value Fund Inc • New York

FORM OF TRANSFER AGENCY AND REGISTRAR AGREEMENT AGREEMENT, dated as of ___________, 1995 between Smith Barney Fundamental Value Inc.., (the "Fund"), a corporation organized under the laws of Maryland and having its principal place of business at 388 Greenwich Street New York, NY 10013, and The Shareholder Services Group, Inc.Inc. (MA) (the "Transfer Agent"), a Massachusetts corporation with principal offices at One Exchange Place, 53 State Street, Boston, Massachusetts 02109. W I T N E S S E T H That for and in consideration of the mutual covenants and promises hereinafter set forth, the Fund and the Transfer Agent agree as follows: 1. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: (a) "Articles of Incorporation" shall mean the Articles of Incorporation, Declaration of Trust, Partnership Agreement, or similar organizational document as the case may be, of the Fund as the same may b

WITNESSETH:
Master Custodian Agreement • January 24th, 2003 • Smith Barney Shearson Fundamental Value Fund Inc • Massachusetts
TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc • New York

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

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