0000930413-06-007167 Sample Contracts

FORM OF SUBADVISORY AGREEMENT
Form of Subadvisory Agreement • October 4th, 2006 • Citifunds Institutional Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this ___ day of _____ , 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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FORM OF MANAGEMENT AGREEMENT
Form of Management Agreement • October 4th, 2006 • Citifunds Institutional Trust • New York

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

FORM OF SUBADVISORY AGREEMENT
Form of Subadvisory Agreement • October 4th, 2006 • Citifunds Institutional Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this ___day of ____, 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”).

RE: DISTRIBUTION AGREEMENT DATED SEPTEMBER 5, 2000, AS AMENDED
Citifunds Institutional Trust • October 4th, 2006

This letter serves as notice that each of the SMASh Series Funds, including SMASh Series M Fund, SMASh Series C Fund, SMASh Series EC Fund, SMASh Series MP Fund, SMASh Series HY Fund, and SMASh Series MEC Fund, is added to the list of series to which Citigroup Global Markets Inc. (“Distributor”) renders services as a distributor pursuant to the terms of the Distribution Agreement dated September 5, 2000, as amended December 1, 2005 (the "Agreement") between each of the investment companies listed on Appendix A thereto and the Distributor.

LICENSE AGREEMENT
License Agreement • October 4th, 2006 • Citifunds Institutional Trust • New York

This license agreement (the “Agreement”) is made this ______ day of _______, 2006, by and between Legg Mason Properties, Inc., a North Carolina corporation (“Licensor”), and the Trusts/Corporations listed on Exhibit A hereto (each, a “Licensee”).

CitiFunds Institutional Trust 125 Broad Streeet New York, New York 10004 PFPC, Inc. 301 Bellevue Parkway Wilmington, DE 19809 Re: CitiFunds Institutional Trust - Transfer Agency and Services Agreement Ladies and Gentlemen:
Citifunds Institutional Trust • October 4th, 2006

This letter serves as notice that each of the SMASh Series Funds, including SMASh Series M Fund, SMASh Series C Fund, SMASh Series EC Fund, SMASh Series MP Fund, SMASh Series HY Fund, and SMASh Series MEC Fund, is added to the list of series to which PFPC, Inc. (“Transfer Agent”) renders services as transfer agent pursuant to the terms of the Transfer Agency and Services Agreement dated as of January 1, 2006 (the "Agreement") between each of the investment companies listed on Schedule A thereto and the Transfer Agent.

Legg Mason Investor Services, LLC 100 Light Street Baltimore, MD 21202 RE: DISTRIBUTION AGREEMENT DATED DECEMBER 1, 2005 Ladies and Gentlemen:
Citifunds Institutional Trust • October 4th, 2006

This letter serves as notice that each of the SMASh Series Funds, including SMASh Series M Fund, SMASh Series C Fund, SMASh Series EC Fund, SMASh Series MP Fund, SMASh Series HY Fund, and SMASh Series MEC Fund, is added to the list of series to which Legg Mason Investor Services, LLC (“Distributor”) renders services as a distributor pursuant to the terms of the Distribution Agreement dated December 1, 2005 (the "Agreement") between each of the investment companies listed on Appendix A thereto and the Distributor.

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