0001193125-05-250455 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • December 29th, 2005 • Smith Barney Aggressive Growth Fund Inc • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Smith Barney Aggressive Growth Fund Inc., a Maryland Corporation (the “Corporation”) and Smith Barney Fund Management LLC, a Delaware limited liability company (the “Manager”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • December 29th, 2005 • Smith Barney Aggressive Growth Fund Inc • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Aggressive Growth Fund Inc. (“Investment Company”), a Maryland corporation and Legg Mason Investor Services, LLC (“Distributor”).

AMENDMENT TO DISTRIBUTION AGREEMENT December 1, 2005
Distribution Agreement • December 29th, 2005 • Smith Barney Aggressive Growth Fund Inc • Maryland

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Aggressive Growth Fund Inc. (the “Investment Company”),with respect to one or more separate series listed on Exhibit A (each a “Fund”) and Citigroup Global Markets Inc. This letter agreement (the “Amendment”) amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.

LICENSE AGREEMENT
License Agreement • December 29th, 2005 • Smith Barney Aggressive Growth Fund Inc

THIS LICENSE AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and among Citigroup Inc., a corporation incorporated in the State of Delaware (“Citigroup”), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a “Licensee”).

AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI December 1, 2005
Distribution Agreement and Assumption • December 29th, 2005 • Smith Barney Aggressive Growth Fund Inc • Maryland

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Aggressive Growth Fund Inc. (the “Investment Company”),with respect to one or more separate series listed on Exhibit A (each a “Fund”) and PFS Distributors, Inc. (“PFSD”). This letter agreement (the “Amendment”) incorporates all of the conditions, responsibilities, representations and other terms of the Agreement, except as amended or modified in this Amendment.

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