0001193125-06-092874 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 28th, 2006 • Legg Mason Partners Income Funds • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Smith Barney Fund Management LLC, a Delaware limited liability company (the “Manager”) and Salomon Brothers Asset Management Inc, a Delaware corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT
Management Agreement • April 28th, 2006 • Legg Mason Partners Income Funds • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Smith Barney Income Funds, a Massachusetts Business Trust (the “Trust”) and Smith Barney Fund Management LLC, a Delaware limited liability company (the “Manager”).

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2006 • Legg Mason Partners Income Funds

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Income Funds (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
Distribution Agreement and Assumption Of • April 28th, 2006 • Legg Mason Partners Income Funds

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