0000929638-06-000010 Sample Contracts

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PLACEMENT AGENCY AGREEMENT Tax Free Reserves Portfolio
Placement Agency Agreement • January 6th, 2006 • Tax Free Reserves Portfolio

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

MANAGEMENT AGREEMENT
Management Agreement • January 6th, 2006 • Tax Free Reserves Portfolio • New York

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

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