0001193125-06-244621 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • November 30th, 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 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 • November 30th, 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”).

LICENSE AGREEMENT
License Agreement • November 30th, 2006 • Legg Mason Partners Income Funds • New York

This license agreement (the “Agreement”) is made this day of , 2006, by and between Legg Mason Properties, Inc., a North Carolina corporation (“Licensor”), and the Trusts/Corporations listed on Exhibit A hereto (each, a “Licensee”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • November 30th, 2006 • Legg Mason Partners Income Funds

AGREEMENT, effective as of [implementation date of merger], 2006/7, by and among (the [“Trust/Corporation”]), a , on behalf of its series (the “Fund”), and its successors and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (“LMPFA”).

SMITH BARNEY INCOME FUNDS Amendment No. 11 to First Amended and Restated Master Trust Agreement
Income Funds • November 30th, 2006 • Legg Mason Partners Income Funds

The undersigned, constituting a majority of the Trustees of Smith Barney Income Funds (the “Trust”), a Massachusetts business trust, acting pursuant to the Trust’s First Amended and Restated Master Trust Agreement, as currently in effect (together with any amendments thereto and designations thereunder, the “Trust Document”), do hereby certify that, in accordance with the provisions of the Trust Document, the following amendments to the Trust Document have been duly adopted by the Trustees of the Trust:

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