Legg Mason Partners Massachusetts Municipals Fund Sample Contracts

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2007 • Legg Mason Partners Massachusetts Municipals Fund • Maryland
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SUBADVISORY AGREEMENT
Subadvisory Agreement • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund • 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”).

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Massachusetts Municipals Fund (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 Massachusetts Municipals Fund

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 Massachusetts Municipals Fund • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Massachusetts Municipals Fund (“Investment Company”), a Massachusetts business trust and Legg Mason Investor Services, LLC (“Distributor”).

AMENDMENT TO DISTRIBUTION AGREEMENT December 1, 2005
Distribution Agreement • January 27th, 2006 • Smith Barney Massachusetts Municipals Fund

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

LICENSE AGREEMENT
License Agreement • January 27th, 2006 • Smith Barney Massachusetts Municipals Fund

THIS LICENSE AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and among Citigroup Inc., a corporation incorporated in the State of Delaware (“Citigroup”), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a “Licensee”).

WITNESSETH:
Master Custodian Agreement • March 26th, 2002 • Smith Barney Massachusetts Municipals Fund • Massachusetts
TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • January 27th, 2006 • Smith Barney Massachusetts Municipals Fund • 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.

SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND AMENDMENT NO. 5 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund

AMENDMENT NO. 5 to the First Amended and Restated Master Trust Agreement dated as of November 5, 1992 (the “Agreement”) of Smith Barney Massachusetts Municipals Fund (the “Trust”), made as of the 29th day of April, 2004.

SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND AMENDMENT NO. 4 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT AMENDMENT NO. 4 to the First Amended and Restated Master Trust Agreement dated as of November 5, 1992 (the "Agreement") of Smith Barney...
Master Trust Agreement • March 4th, 1999 • Smith Barney Massachusetts Municipals Fund

AMENDMENT NO. 4 to the First Amended and Restated Master Trust Agreement dated as of November 5, 1992 (the "Agreement") of Smith Barney Massachusetts Municipals Fund (the "Trust"), made as of the 12th day of June, 1998.

SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND AMENDMENT NO. 6 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund

AMENDMENT NO. 6 to the First Amended and Restated Master Trust Agreement dated as of November 5, 1992 (the “Agreement”) of Smith Barney Massachusetts Municipals Fund (the “Trust”), made as of the 15th day of March, 2006.

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