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0000929638-06-000008 Sample Contracts

WITNESSETH:
Service Mark License Agreement • January 6th, 2006 • Institutional Portfolio

Standard Contracts

PLACEMENT AGENCY AGREEMENT Institutional Portfolio
Placement Agency Agreement • January 6th, 2006 • Institutional Portfolio

This PLACEMENT AGENCY AGREEMENT, made this 1st day of December, 2005, by and between Institutional Portfolio (“Investment Company”), a Massachusetts trust and Legg Mason Investor Services, LLC (“Placement Agent”).

MANAGEMENT AGREEMENT
Management Agreement • January 6th, 2006 • Institutional Portfolio • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of December, 2005, by and between Institutional Portfolio, a Massachusetts trust (the “Trust”) and Citi Fund Management Inc., a Delaware corporation (the "Manager").