SMITH BARNEY INCOME FUNDS Amendment No. 11 to First Amended and Restated Master Trust Agreement

XXXXX XXXXXX INCOME FUNDS

Amendment No. 11 to

First Amended and Restated Master Trust Agreement

The undersigned, constituting a majority of the Trustees of Xxxxx Xxxxxx Income Funds (the “Trust”), a Massachusetts business trust, acting pursuant to the Trust’s First Amended and Restated Master Trust Agreement, as currently in effect (together with any amendments thereto and designations thereunder, the “Trust Document”), do hereby certify that, in accordance with the provisions of the Trust Document, the following amendments to the Trust Document have been duly adopted by the Trustees of the Trust:

1. The name of the Trust is hereby changed from “Xxxxx Xxxxxx Income Funds” to “Xxxx Xxxxx Partners Income Funds,” and all references to the name of the Trust in the Trust Document are hereby accordingly amended.

2. The name of each Sub-Trust of the Trust listed below is hereby changed as set forth below, and all references to such Sub-Trusts in the Trust Document are hereby amended accordingly:

Current Sub-Trust Name and Class Name, if applicable		New Sub-Trust Name and Class Name, if applicable
SB Capital and Income Fund		Xxxx Xxxxx Partners Capital and Income Fund
SB Convertible Fund		Xxxx Xxxxx Partners Convertible Fund
Xxxxx Xxxxxx Diversified Strategic Income Fund		Xxxx Xxxxx Partners Diversified Strategic Income Fund
Xxxxx Xxxxxx Dividend and Income Fund		Xxxx Xxxxx Partners Dividend and Income Fund
Xxxxx Xxxxxx Exchange Reserve Fund		Xxxx Xxxxx Partners Exchange Reserve Fund
Xxxxx Xxxxxx High Income Fund		Xxxx Xxxxx Partners High Income Fund
Xxxxx Xxxxxx Municipal High Income Fund		Xxxx Xxxxx Partners Municipal High Income Fund
Xxxxx Xxxxxx Total Return Bond Fund		Xxxx Xxxxx Partners Total Return Bond Fund

This Amendment shall become effective on April 7, 2006 at 9:00 a.m. EDT.

[signature page to follow]

IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this Amendment as of the 31^st day of March 2006.

/s/ Xxxxxxx Xxxxxxx XX Xxxxxxx Xxxxxxx XX, as Trustee and not individually				/s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, as Trustee and not individually
/s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, as Trustee and not individually				/s/ R. Xxx Xxxxxx R. Xxx Xxxxxx, as Trustee and not individually
/s/ Xxxxxxx X. Xxxxxx, Xx. Xxxxxxx X. Xxxxxx, Xx., as Trustee and not individually				/s/ Xxxx Xxxxxx Xxxx Xxxxxx, as Trustee and not individually
/s/ Xxxxxxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx, as Trustee and not individually				/s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, as Trustee and not individually

XXXX XXXXX PARTNERS INCOME FUNDS

Amendment No. 12 to

First Amended and Restated Master Trust Agreement

WHEREAS, Article VII, Section 7.3 of the First Amended and Restated Master Trust Agreement (together with any amendments thereto and designations thereunder, the “Declaration of Trust”) of Xxxx Xxxxx Partners Income Funds (the “Trust”), a Massachusetts business trust, provides that the Declaration of Trust may be amended ay any time, so long as such amendment does not adversely affect the rights of any shareholder and so long as such amendment is not in contravention of applicable law, including the Investment Company Act of 1940, as amended, by an instrument in writing signed by a majority of the Trustees;

WHEREAS, Article IV, Section 4.1 of the Declaration of Trust provides that the Trustees may establish and designate Sub-Trusts of the Trust and classes thereof;

WHEREAS, the Trustees determined that it was in the best interests of holders of Salomon Brothers Class A, Class B, Class C, Class O and Class Y shares (the “Salomon Brothers Classes”) of the Sub-Trusts of the Trust that, as of April 7, 2006, are designated as “Xxxx Xxxxx Partners Capital and Income Fund” and “Xxxx Xxxxx Partners Convertible Fund” (each, a “Fund”) to convert automatically into the class of shares of the applicable Fund that has been designated as “Xxxxx Xxxxxx Class A shares”;

WHEREAS, the above-referenced conversion occurred on April 21, 2006;

WHEREAS, there are no longer any outstanding shares of the Salomon Brothers Classes of shares of the Funds; and

WHEREAS, the Trustee determined to rename certain remaining classes of shares of certain Sub-Trusts;

NOW, THEREFORE, effective as of the date of filing of this Amendment, the first paragraph of Article IV, Section 4.2 of the Declaration of Trust is hereby amended to read, in pertinent part, as follows:

“Section 4.2 Establishment and Designation of Sub-Trusts. Without limiting the authority of the Trustees set forth in Section 4.1 to establish and designate any further Sub-Trusts and classes, the Trustees hereby establish and designate the following Sub-Trusts and classes thereof: “Xxxx Xxxxx Partners Capital and Income Fund,” “Xxxx Xxxxx Partners Convertible Fund” and “Xxxx Xxxxx Partners Dividend and Income Fund” which shall consist of five classes of shares designated as Class A, Class B, Class C, Class O and Class Y shares; “Xxxx Xxxxx Partners Diversified Strategic Income Fund,” “Xxxx Xxxxx Partners High Income Fund,” “Xxxx Xxxxx Partners Municipal High Income Fund” and “Xxxx Xxxxx Partners Total Return Bond Fund” which shall consist of four classes of shares designated as Class A, Class B, Class C and Class Y shares; and “Xxxx Xxxxx Partners Exchange Reserve Fund” which shall consist of two classes of shares designated as Class B and Class C shares. The Shares of such Sub-Trusts and classes thereof and any shares of any further Sub-Trusts or classes that may from time to time be established and designated by the Trustees shall (unless the Trustees otherwise determine with respect to some further Sub-Trust or class at the time of establishing and designating the same) have the following relative rights and preferences:”

This Amendment shall be effective on April 21, 2006 at 5:00 p.m. EDT.

[signature page to follow]

IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this Amendment as of the 20^th day of April 2006.

/s/ Xxxxxxx Xxxxxxx XX Xxxxxxx Xxxxxxx XX, as Trustee and not individually				/s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, as Trustee and not individually
/s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, as Trustee and not individually				/s/ R. Xxx Xxxxxx R. Xxx Xxxxxx, as Trustee and not individually
/s/ Xxxxxxx X. Xxxxxx, Xx. Xxxxxxx X. Xxxxxx, Xx., as Trustee and not individually				/s/ Xxxx Xxxxxx Xxxx Xxxxxx, as Trustee and not individually
/s/ Xxxxxxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx, as Trustee and not individually				/s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, as Trustee and not individually