Legg Mason Partners Appreciation Fund, Inc Sample Contracts

December 1, 2005
Distribution Agreement • August 29th, 2006 • Legg Mason Partners Appreciation Fund, Inc • Maryland
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SUBADVISORY AGREEMENT
Subadvisory Agreement • September 8th, 2006 • Legg Mason Partners Appreciation 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 • September 8th, 2006 • Legg Mason Partners Appreciation Fund, Inc • New York

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

WITNESSETH:
Master Custodian Agreement • April 26th, 2002 • Smith Barney Appreciation Fund Inc
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • April 28th, 2006 • Legg Mason Partners Appreciation 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 • April 28th, 2006 • Legg Mason Partners Appreciation Fund, Inc • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Appreciation Fund 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 Appreciation Fund, Inc • Maryland

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

LICENSE AGREEMENT
License Agreement • April 28th, 2006 • Legg Mason Partners Appreciation Fund, Inc

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”).

LICENSE AGREEMENT
License Agreement • April 28th, 2006 • Legg Mason Partners Appreciation Fund, Inc • New York

This license agreement (the “Agreement”) is made this day of , 2006, by and between Legg Mason Properties, Inc., a North Carolina corporation (“Licensor”), and the Trusts/Corporations listed on Exhibit A hereto (each, a “Licensee”).

AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI December 1, 2005
Distribution Agreement and Assumption • April 28th, 2006 • Legg Mason Partners Appreciation Fund, Inc • Maryland

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

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • April 28th, 2006 • Legg Mason Partners Appreciation 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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