0000929638-06-000542 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 22nd, 2006 • Institutional Portfolio • 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
Management Agreement • December 22nd, 2006 • Institutional Portfolio • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this __ day of December, 2006, by and between Institutional Portfolio (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 22nd, 2006 • Institutional Portfolio • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this ___day of December, 2006, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”), and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WAML”).

MANAGEMENT AGREEMENT
Management Agreement • December 22nd, 2006 • Institutional Portfolio • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this __ day of December, 2006, by and between Institutional Portfolio (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager").

MANAGEMENT AGREEMENT
Management Agreement • December 22nd, 2006 • Institutional Portfolio • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this __ day of December, 2006, by and between Institutional Portfolio (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager").

Institutional Portfolio
Institutional Portfolio • December 22nd, 2006

Pursuant to Section 17 of the Placement Agency Agreement dated as of December 1, 2005 (as amended, the “Agreement”) between Institutional Portfolio (the “Investment Company”) and Legg Mason Investor Services, LLC (the “Placement Agent”), this letter serves as notice that each of SMASh Series M Portfolio, SMASh Series C Portfolio, SMASh Series EC Portfolio and SMASh Series MEC Portfolio is added to Appendix A to the Agreement as a Series of the Investment Company to which the Placement Agent renders services as placement agent under the terms of the Agreement.

CitiFunds Institutional Trust Institutional Portfolio
Institutional Portfolio • December 22nd, 2006

Pursuant to Section 13(d) of the Custodian Services Agreement dated as of January 1, 2006 (as amended, the “Agreement”) among CitiFunds Institutional Trust (“the Trust”), Institutional Portfolio (the “Portfolio”), State Street Bank and Trust Company (the “Custodian”) and the other parties named therein, this letter serves as notice that (a) each of SMASh Series M Fund, SMASh Series C Fund and SMASh Series EC Fund (the “Series”) is added to the list of series of the Trust, and (b) each of SMASh Series M Portfolio, SMASh Series C Portfolio and SMASh Series EC Portfolio (the “SMASh Portfolios”) is added to the list of Series of the Portfolio to which the Custodian renders services as custodian under the terms of the Agreement. Copies of the Governing Documents as defined in Section 1 of the Agreement are provided herewith for the Series, and the SMASh Portfolios.

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