0001193125-07-007677 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund • 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 • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund • New York

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

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SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND AMENDMENT NO. 5 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund

AMENDMENT NO. 5 to the First Amended and Restated Master Trust Agreement dated as of November 5, 1992 (the “Agreement”) of Smith Barney Massachusetts Municipals Fund (the “Trust”), made as of the 29th day of April, 2004.

Sample 1
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND AMENDMENT NO. 6 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • January 17th, 2007 • Legg Mason Partners Massachusetts Municipals Fund

AMENDMENT NO. 6 to the First Amended and Restated Master Trust Agreement dated as of November 5, 1992 (the “Agreement”) of Smith Barney Massachusetts Municipals Fund (the “Trust”), made as of the 15th day of March, 2006.

Sample 1
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