Legg Mason Partners Funds, Inc. Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 9th, 2007 • Legg Mason Partners Funds, 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 Western Asset Management Company, a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • February 9th, 2007 • Legg Mason Partners Funds, Inc. • New York

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

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

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 • April 28th, 2006 • 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.

FORM OF
Distribution Agreement • July 14th, 2000 • Smith Barney Funds Inc
WITNESSETH:
Master Custodian Agreement • April 26th, 2002 • Smith Barney Funds Inc • Massachusetts
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