0001193125-06-187806 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 8th, 2006 • Legg Mason Partners Appreciation Fund, Inc • 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 CAM North America LLC, a Delaware limited liability company (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • September 8th, 2006 • Legg Mason Partners Appreciation Fund, Inc • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Appreciation Fund, Inc. (the “Fund”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

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