0001193125-06-092484 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • April 28th, 2006 • Smith Barney Money Funds Inc • New York

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

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AMENDMENT TO DISTRIBUTION AGREEMENT December 1, 2005
Distribution Agreement • April 28th, 2006 • Smith Barney Money Funds Inc

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Money Funds, 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.

AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSI December 1, 2005
Distribution Agreement • April 28th, 2006 • Smith Barney Money Funds Inc

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Money Funds 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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