0001193125-06-194022 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 20th, 2006 • Legg Mason Partners Income Funds • 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 Western Asset Management Company, a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • September 20th, 2006 • Legg Mason Partners Income Funds • New York

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

DISTRIBUTION AGREEMENT
Distribution Agreement • September 20th, 2006 • Legg Mason Partners Income Funds • Maryland

This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Income Funds (“Investment Company”), a Massachusetts business trust and Legg Mason Investor Services, LLC (“Distributor”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 20th, 2006 • Legg Mason Partners Income Funds • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 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”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • September 20th, 2006 • Legg Mason Partners Income Funds • New York

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 20th, 2006 • Legg Mason Partners Income Funds

THIS AGREEMENT is made as of January 1, 2006 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A , hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

LICENSE AGREEMENT
License Agreement • September 20th, 2006 • Legg Mason Partners Income Funds

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”).

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