0001193125-06-259247 Sample Contracts

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 22nd, 2006 • Barrett Opportunity Fund, Inc. • New York

This SUB-ADMINISTRATION AGREEMENT (“Agreement”) is made this 1st day of December, 2006, by and between Barrett Associates, Inc., a New York corporation (the “Manager”), and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Sub-Administrator”).

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Management Agreement
Management Agreement • December 22nd, 2006 • Barrett Opportunity Fund, Inc. • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2006, by and between Barrett Opportunity Fund, Inc. (the “Corporation”) and Barrett Associates, Inc., a New York corporation (the “Manager”).

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 22nd, 2006 • Barrett Opportunity Fund, Inc.

This AMENDMENT (this “Amendment”) is made this 15th day of December, 2006, by and between Barrett Associates, Inc., a New York corporation (the “Manager”), and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Sub-Administrator”).

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