Form of Letter Amendment to Management Agreement Legg Mason Partners Fund Advisor, LLC

Exhibit 6(b)

Form of Letter Amendment to Management Agreement

Xxxx Xxxxx Partners Fund Advisor, LLC

000 Xxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

[Date]

Xxxx Xxxxx Partners Income Trust

00 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Re: Management Agreement, dated as of April 13, 2007, between Xxxx Xxxxx Partners Income Trust (the “Trust”) and Xxxx Xxxxx Partners Fund Advisor, LLC (the “Manager”) with respect to the Trust’s series Xxxx Xxxxx Partners Corporate Bond Fund (formerly Xxxx Xxxxx Partners Investment Grade Bond Fund) (the “Fund”)

Ladies and Gentlemen:

The Manager hereby confirms its agreement, in connection with the acquisition by the Fund of Xxxx Xxxxx Investment Grade Income Portfolio (the “Reorganization”), to a reduction of the fee payable under the Management Agreement to an annual rate of 0.55% of the average daily net assets of the Fund. This reduction will become effective, however, only upon consummation of the Reorganization.

Except to the extent expressly set forth herein, this letter shall not be deemed to otherwise amend or modify any term of the Management Agreement.

Please sign below to acknowledge your consent and agreement to the above.

XXXX XXXXX PARTNERS FUND ADVISOR, LLC

By:

Name:

Title:

Consented and Agreed to:

XXXX XXXXX PARTNERS INCOME TRUST,

with respect to its series Xxxx Xxxxx Partners

Corporate Bond Fund

By:

Name:

Title: