AMENDMENT TO DISTRIBUTION AGREEMENT




	December 1, 2005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Dear Sirs:
     Reference is made to that certain distribution agreement (the
"Agreement"), dated as of June 5, 2000, between Smith Barney
Managed Municipals Fund Inc. (the "Investment Company"), with
respect to one or more separate series listed on Exhibit A (each a
"Fund") and Citigroup Global Markets Inc.  This letter agreement
(the "Amendment") amends or supplements certain terms of the
Agreement as set forth below.  Except as expressly amended hereby,
the provisions of the Agreement are and shall remain in full force
and effect.  Capitalized terms not defined in this Amendment shall
have the meanings given to them in the Agreement.
     We acknowledge that Legg Mason Inc. ("Legg Mason") and
Citigroup Inc. ("Citigroup") have entered into that certain Amended
and Restated Global Distribution Agreement (the "Global
Distribution Agreement"), dated as of October 3, 2005, which
provides, for a period of three years from December 1, 2005, for the
distribution by Citigroup distributors of Citigroup investment
products and Legg Mason investment products within the United
States and internationally and for Citigroup's access to certain Legg
Mason investment products pursuant to the terms of the Global
Distribution Agreement.
     1.	Services as a Non-Exclusive Principal Underwriter and
Distributor
		Notwithstanding anything to the contrary contained in
the Agreement:
         1.1	You shall be, for the period of the Agreement as
amended by this Amendment, a non-exclusive principal underwriter
and distributor of the Fund.
         1.2	You may perform any services for any entity,
including investment companies that are not advised or administered
by Citigroup or its subsidiaries.
         1.3	You shall retain all rights to the information of your
customers, including, but not limited to, the names, addresses,
telephone numbers and social security numbers of applicants for,
purchasers of, and other customers of the Fund as well as other
identity and private information in respect of your customers,
employees, registered representatives and agents ("Confidential
Information"); provided, however, that Confidential Information
shall not include any customer information that: (x) was previously
known by us from a source other than you without obligations of
confidence; (y) was or is rightfully received by us from a third party
without obligations of confidence to you or from publicly available
sources without obligations of confidence to you; or (z) was or is
developed by means independent of information obtained from you.
     2.	Termination
     In addition to the termination rights already contained in the
Agreement, (i) at any time prior to the second anniversary  hereof, at
your option you may terminate the Agreement at any time in order
for you to enter into a mutually satisfactory mutual fund dealer
agreement with the principal underwriter that is an affiliate of Legg
Mason for the Investment Company (a "Dealer Agreement") and (ii)
at any time following the second anniversary of the date hereof,
either party may at its option terminate the Agreement at any time in
order for you to enter into a Dealer Agreement ; provided, that any
such termination shall only be effective upon execution and delivery
of a Dealer Agreement which shall be, unless the parties thereto
otherwise agree, in substantially the form presented to the Board of
the Investment Company and attached hereto as Exhibit B with such
additional changes as may be appropriate to reflect changes in
applicable laws, regulations or industry practice.
     3. 	Dealer and Other Agreements
     You may not enter into dealer or similar agreements with
unaffiliated brokers, dealers, banks or other similar firms or
recordkeeping, shareholder servicing and sub-accounting services
with unaffiliated intermediaries without the written consent of the
Investment Company or its authorized designee.  No such
unaffiliated intermediary is authorized to act as agent for the
Investment Company in connection with the offering or sale of
Shares of the Fund to the public or otherwise, except for the limited
purpose of determining the time as of which transactions in Shares
are deemed to have been received.
     4.	Compliance Matters
		(a)	You shall act as a distributor and principal
underwriter of Shares in compliance in all material respects with all
applicable laws, rules and regulations, including, without limitation,
all rules and regulations made or adopted pursuant to (i) the 1940
Act, (ii) the Securities Exchange Act of 1934 ("1934 Act"), (iii) any
securities association registered under the 1934 Act, including
without limitation the NASD Conduct Rules or rules of any other
applicable self-regulatory organization.  You shall offer the Shares,
and accept purchases, redemptions and exchanges for Shares, in
compliance with the Fund's registration statement (including its
prospectus and statement of additional information), as it may be
amended or supplemented from time to time ("Registration
Statement").  You will comply with and abide by the terms of a
Fund's Plan, as it may be amended from time to time.
		(b)	You agree to submit sales literature and marketing
materials (including memorandums, bulletins, and/or information or
related materials) intended for public distribution ("CGMI
Marketing Materials") to the co-principal underwriter of the
Investment Company which is an affiliate of Legg Mason prior to
distribution or publication for written approval.  Such CGMI
Marketing Materials shall be submitted 15 days in advance for
review.  You shall be responsible for reviewing and making such
filings with the NASD, as required, of CGMI Marketing Materials
relating to each Fund.
     	(c)	You shall adopt and follow procedures for the
confirmation of sales to investors and qualified securities dealers,
banks and other intermediaries (collectively "Intermediaries")
timeliness of orders, the collection of amounts payable by investors
and Intermediaries on such sales, the correction of errors related to
distribution of Shares, the cancellation of unsettled transactions, and
assisting with the solicitation of proxies, and any other matters
governed by Rule 38a-1 under the 1940 Act (as may apply to a
distributor or principal underwriter for a registered investment
company), each as may be necessary to comply with the
requirements of the NASD, any other self-regulatory organization,
and the federal securities laws.  You shall provide reports or other
information to the Investment Company at the Investment
Company's reasonable request, including, without limitation,
reports related to the operation and implementation of the
Investment Company's policies related to customer privacy,
safeguarding of customer information, anti-money-laundering, sales
and marketing practices, the operation of your code of ethics or other
policies and procedures of the Investment Company.
     	(d)	You represent, warrant and agree that you have
adopted and implemented: (i) an anti-money-laundering program in
compliance with the USA Patriot Act of 2001, the regulations
thereunder and NASD Conduct Rules, including, without limitation,
customer identification program procedures, monitoring for
suspicious activity, and (ii) procedures to comply with applicable
law and regulation related to cash transaction reporting requirements,
as well as monitoring and reporting under FinCEN, OFAC and other
government watch lists.
     	(e)	The Investment Company agrees that the
information exchanged under the Agreement and information about
the respective customers and potential customers of each is
confidential and as such shall not be disclosed by the Fund, sold or
used by the Fund in any way except to carry out the terms of this
Agreement. Notwithstanding the foregoing, such customer
information may be disclosed by the Investment Company on a
"need to know" basis as set forth in applicable privacy rules and
regulations.  The obligations regarding confidentiality hereunder
shall not apply to any information which is (i) otherwise publicly
available, (ii) already possessed by the entity to whom the
information was disclosed prior to disclosure hereunder, (iii)
independently developed by the entity, or (iv) disclosed pursuant to
law, rule, regulation or court or administrative order.  The
Investment Company shall have the right to use any list of
shareholders of the Fund or any other list of investors which it
obtains in connection with its provision of services under this
Agreement, provided that such use is consistent with applicable law
and your privacy policies of the Investment Company, including the
provision of information to the Fund's transfer agent or to agents
used for the solicitation of proxies.  You agree that you will comply
with all of the foregoing obligations of this to the extent that
information is treated as customer information of the Fund under
applicable law or regulation, including without limitation
Regulation S-P.   Each party further agrees to take commercially
reasonable steps, in accordance with applicable law, to safeguard
customer information.  The provisions of this paragraph will survive
termination of the Agreement.
     	(f)	From time to time, each Fund may implement
policies, procedures or charges in an effort to avoid the potential
adverse effects on the Fund of short-term trading by market timers.
You agree to provide other assistance reasonably designed to
achieve compliance with these policies.  You will maintain and
enforce policies with respect to frequent trading and share
redemption as are reasonable and customary in the industry.  To the
extent that accounts are held in street name, you agree to cooperate
with the Investment Company and the Investment Company's Chief
Compliance Officer (including, to the extent practicable, providing
account level sales and redemption information) to assist in
compliance with the frequent trading and redemption fee provisions
as set forth in the Fund's prospectus and other policies set forth in the
Fund's Registration Statement.
     	(g)	Purchases, exchanges and redemptions of Shares
through you will be at the public offering price of such Shares (the net
asset value of the Shares, with appropriate adjustments for any
applicable sales charge), as determined in accordance with the then
effective Registration Statement used in connection with the offer and
sale of the Shares.  The public offering price will reflect scheduled
variations in or the elimination of sales charges on sales of Shares
either generally to the public or in connection with special purchase
plans, as described in the Registration Statement.  You agree to apply
any scheduled variation in or waivers of sales charges uniformly to all
customers meeting the qualifications therefor as specified in the
Registration Statement.  With respect to Funds sold with an initial
sales charge, your customers will be entitled to reduced sales charges
on purchases made under any letter of intent or right of accumulation
as described in the Registration Statement..  In such case, the
concession from the public offering price retained by you will be
based upon such reduced sales charge.  When placing wire trades,
your agree to advise the Funds of any letter of intent executed by its
customer or any available right of accumulation.  The minimum
initial purchase and the minimum subsequent purchase of any Shares
shall be as set forth in the applicable Registration Statement.  All
orders are subject to acceptance or rejection by the applicable Fund
in its sole discretion for any reason.
     	(h)	The handling and settlement of purchase, exchange
and redemption orders will be subject to the provisions of the
Registration Statement and such further procedures as the
Investment Company and you may determine to be appropriate from
time-to-time, consistent with this Amendment.  Citigroup Global
Markets' internal systems are suitably designed to handle such
orders.  Each Fund shall notify you of the states or jurisdictions in
which its Shares are currently available for sale to the public.  The
Investment Company shall have no obligation to register or make
available Fund shares in any state or jurisdiction.  You will be
responsible for the accuracy, timeliness and completeness of
purchase, redemption or exchange orders accepted by you.
     	(j)	The Investment Company acknowledges that the
co-principal underwriter which is affiliated with Legg Mason shall be
responsible for reviewing the Registration Statement of the Fund for
the accuracy and completeness of all disclosure concerning the
distribution of Shares and that you shall not have such responsibility,
except, in each case, to the extent the disclosure information is
provided by you or pertains to information concerning your
operations.  Notwithstanding the foregoing, nothing in this paragraph
shall alter your responsibilities for complying with the terms of the
Registration Statement in your offering of Shares.
     5.	Records. Upon the Investment Company's reasonable
request, you will provide access to or make copies of any such
records the Investment Company does not possess in order to: (a)
comply with a request from a government body or self-regulatory
organization; (b) verify compliance by the other party of the terms of
this Agreement; or (c) make required regulatory reports.
     6.	Section 9 of the 1940 Act.  You agree to promptly notify
the Investment Company should you cease to be a member of the
NASD through expulsion or otherwise or if its membership is
suspended or should you be subject to any limitations on your
conduct under Section 9 of the 1940 Act.
     7.	Indemnification
     You agree to indemnify, defend and hold the Investment
Company, its several officers and Board members, and any person
who controls the Investment Company within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which the
Investment Company, its officers or Board members, or any such
controlling person may incur, under the 1933 Act or under common
law or otherwise, on account of any act of yours or any of your
employees constituting willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of your
reckless disregard of your obligations and duties under the
Agreement or this Amendment.  The foregoing indemnification
provisions supplement the indemnification provisions of the
Agreement.  The indemnifications provisions of this Amendment
and the Agreement shall survive the termination of the Agreement
and/or this Amendment.



     If the foregoing is in accordance with your understanding,
kindly indicate your acceptance of this Amendment by signing and
returning to us the enclosed copy, whereupon this Amendment will
become binding on you.
Very truly yours,
Smith Barney Managed
Municipals Fund Inc.
By:
______________________
_
Name: R. Jay Gerken
Title: Chief Executive
Officer



Agreed to as of the date first above written:

Citigroup Global Markets Inc.

By: _____________________________
	Name:
	Title:



EXHIBIT A

Fund
Date Added:
Smith Barney Managed
Municipals Fund Inc.
December 1, 2005


EXHIBIT B

SELECTED DEALER CONTRACT


Legg Mason Investor Services LLC


[Name & address of dealer]



Ladies and Gentlemen:

We, Legg Mason Investors Services, LLC ("LMIS"), have agreements
with certain investment companies (each a "Distribution Agreement")
for which [name of asset management entity] or an affiliate serves as
investment adviser (each a "Fund") or series thereof (each a "Series")
provided on Schedule A, as it may be amended from time to time
pursuant to which we act as the principal underwriter and distributor for
the sale of common shares of the Funds or Series ("Shares"), and as
such have the right to distribute Shares for resale.  Each Fund is an
open-end investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act") and the Shares
being offered to the public are registered under the Securities Act of
1933, as amended (the "1933 Act").  The term "Prospectus", as used
herein, refers to the prospectus and related statement of additional
information (the "Statement of Additional Information") incorporated
therein by reference (each as amended or supplemented) on file with
the Securities and Exchange Commission at the time in question.  We
understand that you wish to act as a dealer with respect to the Shares.
You have represented that you are either a broker-dealer registered with
the Securities and Exchange Commission ("SEC") under the Securities
Exchange Act of 1934, as amended, ("1934 Act")  and a member in
good standing of the National Association of Securities Dealers, Inc.
("NASD"), or a "bank" as defined in Section 3(a)(6) of the 1934 Act
("Bank") and are not required to register as a broker-dealer under the
1934 Act, at the time of each transaction subject to this Agreement.  As
a broker in the capacity of principal underwriter and distributor for the
Series, we authorize you, and you hereby agree, to sell or to arrange for
the sale of Shares of each Fund or Series upon the following terms and
conditions, and you agree to perform certain other services set forth in
this Selected Dealer Contract ("Contract"):
     1.	In all sales to the public you shall act as broker-dealer for
your customers or as dealer for your own account, and in no transaction
shall you have any authority to act as agent for the Funds or any Series,
for us or for any other dealer except for the limited purpose of
determining the time as of which transactions in Shares are deemed to
have been received, in compliance with the provisions of this Selected
Dealer Agreement.

     2.	Orders received from you will be accepted through us only at
the public offering price per share (i.e. the net asset value per share plus
the applicable front-end sales charge, if any) applicable to each order,
and all orders for redemption of any Shares shall be executed at the net
asset value per share less any applicable deferred sales charge, if any, in
each case as set forth in the applicable Prospectus.  A Fund or Series
may additionally impose redemption fees, as described in the
applicable Prospectus.  Any contingent deferred sales charge amounts
received or retained by you shall be paid over by you directly to us or
our designated delegate in partial consideration of our payment to you
of any commission amounts provided by us at the time of sale.  The
procedure relating to the handling of orders shall be subject to
provisions of this Agreement and instructions that we or the Fund shall
forward from time to time to you.  All orders are subject to acceptance
or rejection by the applicable Fund or us in the sole discretion of either.
The minimum initial purchase and the minimum subsequent purchase
of any Shares shall be as set forth in the applicable Prospectus.  You
agree to comply with provisions of Rule 22c-2 under the 1940 Act as
applicable to each Fund (including reporting procedures adopted to
comply with the Rule).

     3.	You shall not place orders for any Shares unless you have
already received purchase orders for those Shares at the applicable
public offering price and subject to the terms hereof.  You agree that
you will not offer or sell any Shares except under circumstances that
will result in compliance with the applicable Federal and state securities
or banking laws (including, without limitation, applicable provisions of
the 1933 Act, 1934 Act, 1940 Act and the rules and regulations of the
NASD), any applicable banking laws, the applicable rules and
regulations thereunder and the rules and regulations of applicable
regulatory agencies or authorities (collectively, "Law and Regulation")
and that in connection with sales and offers to sell Shares you will
furnish to each person to whom any such sale or offer is made, a copy of
the Prospectus as and when required under applicable laws, rules and
regulations and, upon request, the Statement of Additional Information,
and will not furnish to any person any information relating to Shares
which is inconsistent in any respect with the information contained in
the Prospectus or Statement of Additional Information (as then
amended or supplemented).  You shall not furnish or cause to be
furnished to any person or display or publish any information or
materials relating to the Shares (including, without limitation,
promotional materials and sales literature, advertisements, press
releases, announcements, statements, posters, signs or other similar
material), except such information and materials as may be furnished to
you by, or on behalf of, us or the Funds, and such other information and
materials as may be approved in writing by, or on behalf of, us or the
Funds.

     4.	If you are a broker dealer, you are hereby authorized (i) to
place orders directly with the applicable Fund or Series for Shares
subject to the applicable terms and conditions governing the placement
of orders by us set forth in the Prospectus and (ii) to tender Shares
directly to each Fund or Series or its agent for redemption subject to the
applicable terms and conditions governing the redemption of Shares
applicable to us set forth in the Prospectus.

     5.	If you are a Bank, with respect to any and all transactions in
Shares of the Funds or Series pursuant to this Agreement, it is
understood and agreed in each case that unless otherwise agreed to by
us in writing:  (i) you shall be acting solely as agent for the account of
your customer; (ii) each transaction shall be initiated solely upon the
order of your customer; (iii) we shall execute transactions only upon
receiving instructions from you acting as agent for your customer; (iv)
as between you and your customer, your customer will have full
beneficial ownership of all Shares; (v) each transaction shall be for the
account of your customer and not for your account; (vi) we will serve as
a clearing broker for you on a fully disclosed basis, and you shall serve
as the introducing agent for your customers' accounts; and (vii) order
will comply with the applicable terms and conditions governing the
placement of orders as set forth in the Prospectus including frequent
trading redemption fee provisions.

     6.	You shall not withhold placing orders received from your
customers so as to profit yourself as a result of such withholding, e.g.,
by a change in the "net asset value" from that used in determining the
offering price to your customers.

     7.	You shall provide ongoing shareholder liaison services to the
shareholders of each Fund or Series, including responding to
shareholder inquiries, providing shareholders with information on their
investments, and any other services now or hereafter deemed to be
appropriate subjects for the payment of "service fees" under NASD
Conduct Rule 2830.

     8.	Transactions in the Shares of a Fund or Series may be
effected through the Fund/SERV service of the National Securities
Clearing Corporation (the "NSCC") and, if applicable, account records
may be maintained through the networking service of the NSCC,
provided that each party hereto will comply with all applicable rules of
the NSCC and the schedules thereto.  Furthermore, you hereby
represent that all of your representations set forth in your agreement
with respect to participating in the NSCC network or in any schedules
thereto are accurate and true as of the date hereof and will remain
accurate and true insofar as the transactions in the Shares of the Fund or
Series are effected through the Fund/SERV service of the NSCC and, if
applicable, the account records are maintained through the networking
service of the NSCC.  You will be solely responsible for the accuracy of
each instruction through the Fund/SERV service, and the issuance of a
Fund/SERV instruction will constitute your representation and
warranty to us and a Fund's transfer agent that the instruction is
accurate, complete, and issued as duly authorized by the client whose
Shares are the subject of the instruction.

     9.	In determining the amount of any sales concession payable to
you hereunder, we reserve the right to exclude any sales which we
reasonably determine are not made in accordance with the terms of the
Prospectus and the provisions of this Agreement.  Unless at the time of
transmitting an order we advise you or the transfer agent to the
contrary, the Shares ordered will be deemed to be the total holdings of
the specified investor.

     10.	(a) 	You agree that payment for orders from you for the
purchase of Shares will be made in accordance with the terms of the
Prospectus.  On or before the business day following the settlement date
of each purchase order for Shares, you shall transfer same day funds to
an account designated by us with the transfer agent in an amount equal
to the public offering price on the date of purchase of the Shares being
purchased less your sales concession, if any, with respect to such
purchase order determined in accordance with the Prospectus.  If
payment for any purchase order is not received in accordance with the
terms of the Prospectus, we reserve the right, without notice, to cancel
the sale and to hold you responsible for any loss sustained as a result
thereof.

	(b)	If any Shares sold under the terms of this Agreement
are sold with a sales charge and are redeemed or are tendered for
redemption within seven (7) business days after confirmation of your
purchase order for such Shares, you shall forthwith refund to us the full
sales concession received by you on the sale.

     	(c)	We will pay or cause to be paid to you any ongoing
distribution fees and/or shareholder service fees with respect to Shares
of the Series purchased through you and held by or for your customers
at such rates and in such manner as may be described in the Prospectus.

     	(d)	Certificates evidencing Shares generally will not be
available.  Upon payment for Shares in accordance with paragraph 10(a)
above, the transfer agent will issue and transmit to you or your
customer a confirmation statement evidencing the purchase of such
Shares. Any transaction in uncertificated Shares, including purchases,
transfers, redemptions and repurchases, shall be effected and evidenced
by book-entry on the records of the transfer agent.

     	(e)	We will not accept any conditional orders for Shares
transmitted by you.

     	(f)	Each Fund's Board has adopted a Distribution Plan
pursuant to Rule 12b-1 of the 1940 Act (the "Plans") with respect to the
Shares.  Under the terms of the Plans, we may be entitled to
compensation for distribution related services that it provides to the
Investment Companies, and we are permitted to pay all or a portion of
such compensation to entities that engage in or support the distribution
of Shares.  For the services to be provided under this Contract and for so
long as this Contract remains in effect, we agree to pay you in
accordance with Schedule B.

     	(g)	In the event we do not receive payment from a Fund or
Series under the relevant Distribution Agreement or plan of distribution
adopted pursuant to the applicable Plan or as otherwise provided in the
Prospectus, or if such Distribution Agreement or Plan is cancelled, you
agree to waive your right to receive compensation until such time, if
ever, we receive payment.

     11.	No person is authorized to make any representations
concerning Shares except those contained in the current Prospectus and
Statement of Additional Information and in printed information
subsequently issued by us or the Funds as information supplemental to
the Prospectus and the Statement of Additional Information.  In
purchasing or offering Shares pursuant to this Contract you shall rely
solely on the representations contained in the Prospectus, the Statement
of Additional Information and the supplemental information above
mentioned.

     12.	You agree to deliver to each purchaser making a purchase of
Shares from or through you a copy of the Prospectus as required by
applicable Law and Regulation and, upon request, the Statement of
Additional Information.  You may instruct the transfer agent to register
Shares purchased in your name and account as nominee for your
customers.  You agree thereafter to deliver to any purchaser whose
Shares you or your nominee are holding as record holder copies of the
annual and interim reports and proxy solicitation materials and any
other information and materials relating to the Funds or Series and
prepared by or on behalf of us, the Funds or the investment adviser,
custodian, transfer agent or dividend disbursing agent for distribution to
beneficial holders of Shares.  The Funds shall be responsible for the
costs associated with forwarding such reports, materials and other
information and shall reimburse you in full for such costs.  You further
agree to make reasonable efforts to endeavor to obtain proxies from
such purchasers whose Shares you or your nominee are holding as
record holder.  You further agree to obtain from each customer to
whom you sell Shares any taxpayer identification number certification
required under Section 3406 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations promulgated thereunder,
and to provide us or our designee with timely written notice of any
failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding
in accordance with Section 3406 of the Code and the regulations
thereunder.  Additional copies of the Prospectus, Statement of
Additional Information, annual or interim reports, proxy solicitation
materials and any such other information and materials relating to the
Funds will be supplied to you in reasonable quantities upon request.

     13.	(a)	In accordance with the terms of the Prospectus, a reduced
sales charge or no sales charge (collectively, "discounts") may be
available to purchasers of Shares or certain classes of investors,
depending on the amount of the investment or proposed investment.  In
each case where a discount is applicable, you agree to furnish to the
transfer agent sufficient information to permit confirmation of
qualification for a discount, and acceptance of the purchase order is
subject to such confirmation.  Discounts may be modified or terminated
at any time in the sole discretion of each Fund.

	(b)	You agree to advise us promptly as to the amount of
any and all sales by you qualifying for a discount.

	(c)	Exchanges (i.e., the investment of the proceeds from the
liquidation of Shares of one Series in the Shares of another Series, each
of which is managed by the same or an affiliated investment adviser)
shall, where available, be made in accordance with the terms of each
Prospectus.

     	(d)	You represent that you have, and will maintain during
the term of this Contract, adequate written supervisory procedures and
internal controls to ensure that your customers receive all available
discounts, and you agree: (i) to inform your customers of applicable
discount opportunities and to inquire about other qualifying holdings
that might entitle customers to receive discounts; (ii) to advise us,
contemporaneously with each purchase order you forward to us as
agent for your customers, of the availability of any discounts; and (iii)
that in the event that you fail to provide us with information concerning
the availability of discounts as provided in (ii) above, you, and not us or
the Funds, shall be responsible for reimbursing your customer any
applicable discount amount.

      14.	As a result of the necessity to compute the amount of any
contingent deferred sales charge or redemption charge due with respect
to the redemption of Shares, you may hold Shares of a Fund imposing
such a charge in a "street name" account with our consent, and, in such
event, you shall be responsible for computation, collection and
payment to us of such charges, the application of any discounts, the
application of Fund or Series' market-timing policies, all in accordance
with the applicable Prospectus for the Fund or Series.  Except as
otherwise permitted by us, Shares owned by a shareholder must be in a
separate identifiable account for such shareholder.

      15.	(a) We and each Fund reserve the right in our discretion,
without notice, to suspend sales or withdraw the offering of any Shares
entirely.  Each party hereto has the right to terminate this Contract
without penalty upon notice to the other party; provided, however, that
termination shall not affect any party's obligations hereunder with
respect to any transactions or activities occurring prior to the effective
time of termination.  Upon termination of this Contract, ongoing trail
commissions and/or shareholder servicing fees shall no longer accrue
or be paid to you.  We reserve the right to amend this Contract in any
respect effective on notice to you and your placing of an order after the
effective date of any such amendment shall constitute your acceptance
thereof.  Each notice of amendment required by this paragraph shall be
given in writing and delivered personally or mailed by certified mail or
overnight courier service or sent by facsimile to the address identified
herein or such other address as you may by written notice provide.

      	(b) Each party hereto agrees to provide prompt notice to
the other party in the event of an assignment to this Contract.

     16.	We shall have full authority to take such action as we may
deem advisable in respect of all matters pertaining to the continuous
offering of Shares.  We shall be under no liability to you except for lack
of good faith and for obligations expressly assumed by us herein.
Nothing contained in this paragraph 16 is intended to operate as, and
the provisions of this paragraph 16 shall not in any way whatsoever
constitute a waiver by you of compliance with, any provisions of the
1933 Act or of the rules and regulations of the SEC issued thereunder.

     17.	You agree that:  (a) you shall not effect any transactions
(including, without limitation, any purchases and redemptions) in any
Shares registered in the name of, or beneficially owned by, any
customer unless such customer has granted you full right, power and
authority to effect such transactions on his behalf, (b) we shall have full
authority to act upon your express instructions to sell, repurchase or
exchange Shares through us on behalf of your customers under the
terms and conditions provided in the Prospectus and (c) you shall
indemnify and hold harmless the Funds, us and both of our respective
affiliates, representatives and agents, successors and assigns, officers
and directors, and each person who controls either us or the Funds
(within the meaning of Section 15 of the 1933 Act) from and against
any and all direct or indirect costs, claims, expenses, liabilities or
losses, including attorney's fees resulting from (i) any alleged violation
of any statute or regulation or rule of a self-regulatory organization
(including, without limitation, the securities laws and regulations of the
United States or any state or jurisdiction or the NASD Conduct Rules)
or any alleged tort or breach of contract, related to the offer or sale by
you of Shares of the Funds pursuant to this Contract (except to the
extent that our negligence or failure to follow correct instructions
received from you is the cause of such loss, claim, liability, cost or
expense); (ii) requests, directions, actions or inactions of or by you,
your officers, directors, employees, partners or agents regarding the
purchase, redemption or transfer of registration of Shares of the Funds
for your accounts, your customers and other shareholders or from any
unauthorized or improper use of any on-line computer facilities; (iii)
incorrect investment instructions received by us or a Fund or Fund
agent from you; or (iv) the breach by you of any of your
representations, warranties or agreements specified herein or your
failure to comply with the terms and conditions of this Contract.

     We agree to indemnify you and hold you harmless from and
against any and all liabilities and losses resulting directly from (i) any
misstatement of a material fact in the Prospectus of a Fund or Series or
the omission of any material fact required to be stated in the Prospectus
of a Fund or Series or necessary to make the statements in the
Prospectus not misleading; or (ii) our failure to comply with the terms
and conditions of this Contract.  The foregoing indemnification
provisions shall survive termination of this Contract.

	18.	(a)	You shall be permitted to accept orders for the purchase,
exchange or redemption of Shares of the Funds on each business day
that the New York Stock Exchange ("NYSE") is open for business and
a Fund's net asset value is determined ("Business Day").  Instructions
received in proper form by you prior to time of acceptance for orders set
forth in the applicable Prospectus ("Close of Trading") (generally the
close of regular trading on the NYSE, which is generally 4:00 p.m.
Eastern Time), and with respect to which you transmit orders to the
Fund via the NSCC Fund/SERV system up to the latest time accepted
by Fund/SERV on a given Business Day, will be deemed to have
occurred, and will be credited to the respective account, at the per share
NAV next calculated after the Close of Trading on that Business Day.
You will not transmit orders based on Instructions received from
Shareholders after the Close of Trading for that Business Day's NAV.

		(b)	The offering price ("Offering Price") of Shares of each
Investment Company shall be the net asset value per share as next
determined by the Investment Company following receipt of an order at
Financial Intermediary's principal office, plus any applicable sales
charge.

		(c)	You agree to maintain records sufficient to identify the date
and time of receipt of all customer transactions or as otherwise required
by applicable Law and Regulation.  You further agree to make such
records available upon request for examination by us, or its designated
representative, at the request of the transfer agent or by appropriate
governmental authorities. Under no circumstances shall you change,
alter or manipulate any customer transactions received by you in good
order.

	19.	Solely for the limited purpose of receiving orders for the
Shares of the Funds by customers prior to the Close of Trading on a
Business Day and communicating such orders after the Close of
Trading on such Business Day, you will be deemed to act as agent of
the Funds.  Each communication of orders by you shall constitute a
representation that such orders were received by us prior to the
calculation of net asset value, as described in the applicable Prospectus
on the Business Day on which the order is priced in accordance with
Rule 22c-1 under the Investment Company Act of 1940.  You represent
and warrant that: (i) there are controls in place designed to prevent
market timing, (ii) you will use your best efforts to assist us in
identifying market timers or investors who engage in a pattern of
short-term trading, and (iii) your internal systems for processing and
transmitting orders are suitably designed to prevent orders received at
or after the Close of Trading from being aggregated with orders
received before the Close of Trading.

     20.	You agree that, with respect to the compensation you receive
in connection with the offering of Shares or transactions involving
Shares (including payments from us or our affiliates), you will make or
cause to be made disclosure of such payments in accordance with
applicable Law and Regulation.

     21.	You agree that it is your responsibility to evaluate and
determine that any transaction in Shares (including a transaction in a
specific class of Shares of a Fund or Series) is a suitable transaction for
each client based on the client's objectives and risk profile.  If you are a
Bank, you further represent and warrant to us that you will use your best
efforts to ensure that any purchase of Shares by your customers
constitutes a suitable investment for such customers.  You shall not
effect any transaction in, or induce any purchase or sale of, any Shares
by means of any manipulative, deceptive or other fraudulent device or
contrivance and shall otherwise deal equitably and fairly with your
customers with respect to transactions in Shares.

     22.	If you are a Bank, you will not make Shares available to
your customers, including your fiduciary customers, or accept any fees
or compensation hereunder except in compliance with all Law and
Regulation applicable to you, or any of your affiliates engaging in such
activity, including without limitation ERISA and regulated rules,
regulations and interpretations, which may affect your business
practices.
     23.	In selling Shares you will comply with all applicable Law
and Regulation, including the applicable Law and Regulation of the
jurisdictions in which you sell any Shares directly or indirectly.
     24.	You represent and warrant to us and the Funds:

     	(a)  You have in place an anti-money laundering program
("AML program") that does now and will continue to comply with
applicable laws and regulations, including the relevant provisions of the
Bank Secrecy Act and the USA PATRIOT Act (Pub. L. No. 107-56
(2001)), as they may be amended, and the regulations issued thereunder
by duly vested regulatory authority and the conduct the Rules of the
NASD and the New York Stock Exchange, Inc., as applicable
("Anti-Money Laundering Law and Regulation").

     	(b)  You have, after undertaking reasonable inquiry, no
information or knowledge that (i) any customers that you introduce to
the Funds or on whose behalf you purchase Shares, or (ii) any person or
entity controlling, controlled by or under common control with such
customers is an individual or entity or in a country or territory that is on
an Office of Foreign Assets Control ("OFAC") list or similar list of
sanctioned or prohibited persons maintained by a U.S. governmental or
regulatory body.

     	(c)	You have in place, and have conducted due diligence
pursuant to, policies, procedures and internal controls reasonably
designed (i) to verify the identity of the customers that you introduce to
the Funds or on whose behalf you purchase Shares, and (ii) to identify
those customers' sources of funds, and have no reason to believe that
any of the invested funds were derived from illegal activities.

     	(d)	You will provide us or the Funds (or their service
providers) upon reasonable request any information regarding specific
accounts that may be reasonably necessary for the Funds and their
service providers to fulfill their responsibilities relating to their
anti-money laundering programs or any other information reasonably
requested by us or the Funds (or their service providers) to assist with
compliance with the Anti-Money Laundering Law and Regulation, as
may be permitted by law or regulation.

     	(e)  You will promptly notify us should you become aware of
any change in the above representations and warranties.  In addition, we
on our own behalf and on behalf of the Funds hereby provide notice to
you that we and/or the Funds reserve the right to make inquires of and
request additional information from you regarding your AML program.

     25.	(a) You represent and warrant that you have adopted and
implemented procedures to safeguard customer information and
records that are reasonably designed to ensure the security and
confidentiality of customer records and information and to ensure your
compliance with the SEC's Regulation S-P or other applicable privacy
law.  Both of us agree on behalf of ourselves, our affiliates and
employees that the terms of this Contract, information exchanged
hereunder and information about our respective customers and
potential customers is confidential and as such shall not be disclosed,
sold or used in any way except to carry out the terms of this Contract.
Notwithstanding the foregoing, such confidential information may be
disclosed on a "need to know" basis as set forth in applicable privacy
rules and regulations.  The obligations regarding confidentiality
hereunder shall not apply to any information which is (i) otherwise
publicly available, (ii) already possessed by the entity to whom the
information was disclosed prior to disclosure hereunder, (iii)
independently developed by the entity, or (iv) disclosed pursuant to
law, rule, regulation or court or administrative order.  The provisions of
this paragraph shall survive termination of this Contract.

     	(b) You represent and warrant that the security of your
computer system is commercially reasonable and reasonably designed
to prevent any illegal or injurious activities of persons (including
persons outside of you) attempting to access a computer system
maintained or operated by or on behalf of us or the Funds through your
computer system.

     26.	You agree that you will promptly forward any client
complaints or threatened or pending litigation notices specifically
relating to the management of the Funds, whether written or if verbal, in
the form of a written summary, to us or our designated party.  We or our
designated party will undertake to investigate and respond to the
complaint or threatened or pending litigation   notices in line with our
complaints and litigation procedures.  You agree to fully cooperate with
such investigation and response.

     27.	(a) If you are a broker-dealer, you represent and warrant
that:  (a) you are a member in good standing of the NASD, or, if a
foreign dealer who is not eligible for membership in the NASD, that (i)
you will not make any sales of Shares in, or to nationals of, the United
States of America, its territories or its possessions, and (ii) in making
any sales of Shares you will comply with the NASD's Conduct Rules
and (b) you are a member in good standing of the Securities Investor
Protection Corporation ("SIPC").  You agree to notify us immediately
in the event of  (i) your expulsion or suspension from the NASD or
SIPC, or (ii) the institution of an investigation or proceeding by any
federal, state or self-regulatory organization against you alleging that
you have violated any applicable federal or state law, rule or regulation
or any rule of the NASD or of SIPC arising out of your activities as a
broker-dealer or bank, as appropriate, or in connection with this
Contract, or which may otherwise affect in any material way its ability
to act in accordance with the terms of this Contract.  We shall have the
right to terminate immediately upon receipt of such notice.
     (b)	You represent and warrant that (i) each employee and agent
of yours who shall engage in the offering or sale of Shares is currently
duly licensed under applicable federal and state laws and regulations,
and, if you are a broker-dealer, with the NASD, and (ii) you shall not
permit any employee or agent to offer or sell Shares unless such person
is duly licensed under applicable federal and state laws and regulations,
and with the NASD.
     28.	If you are a Bank or distributing through a Bank affiliate,
you or the affiliate represent and warrant that you or the affiliate are not
in violation of any banking law, rule or regulations as to which you are
subject and that the transactions contemplated by this Contract will not
result in any violations of any banking law, rule or regulation.
     29.	You agree that it is your responsibility to provide proper
instruction, training and supervision of appropriate sales personnel in
order that Shares will be offered and sold in accordance with the terms
and conditions of this Contract and in accordance with all applicable
laws.  You also agree that it is your responsibility to assure that your
sales personnel are properly licensed, certified and familiar with the
Funds, Series and any classes thereof.

     30.	You represent and warrant that you will not offer Shares of
any Fund or Series for sale in any state or jurisdiction where such
Shares may not be legally sold or where you are not qualified to act as a
broker-dealer.  We shall inform you as to the states or other
jurisdictions in which the Fund or Series has advised us that Shares
have been qualified for sale under, or are exempt from the requirements
of, the respective securities laws of such states.

     31.	You agree to distribute or cause to be delivered to your
customers Prospectuses, proxy solicitation materials, shareholder
reports and other materials in compliance with applicable legal
requirements, except to the extent that we undertake to do so.

     32.	(a) We shall notify you of the states or other jurisdictions in
which Shares are currently available for sale to the public. We shall
have no obligation to register or make available Shares in any state or
other jurisdiction.

     	(b) [You shall provide to the transfer agent of each Fund or
Series each client's state of residency on each trade record and
registration record so we can monitor trades for blue sky compliance.
The Fund or its agent will reject any ineligible trades and notify you
upon cancellation.]

     33.	You shall not incur, nor does it have the authority to incur,
any debts or obligations on behalf of us or any Fund or Series.

     34.	You shall provide any assistance that we or the Funds
reasonably request in connection with a Fund's or Series' solicitation of
proxies.

     35.	Any claim, controversy, dispute or deadlock arising under
this agreement (collectively, a "Dispute") shall be settled by arbitration
administered in accordance with the rules and regulations of the NASD.
Any arbitration and award of the arbitrators, or a majority of them, shall
be final and the judgment upon the award rendered may be entered in
any state or federal court having jurisdiction.  No punitive damages are
to be awarded.

     36.	All communications to us should be sent, postage prepaid, to
__________________.  Any notice to you shall be duly given if mailed,
telegraphed or telecopied to you at the address specified by you below.
Communications regarding placement of orders for Shares should be
sent, postage prepaid, to
________________________________________.

     37.	This Contract shall be binding upon both parties hereto when
signed by us and accepted by you in the space provided below;
provided, however, that you shall not have any obligations hereunder
other than in respect of the duties and agreements expressly undertaken
and made by you herein.

     38.	This Contract and the terms and conditions set forth herein
shall be governed by, and construed in accordance with, the laws of the
State of Maryland.  To the extent that the applicable laws of the State of
Maryland conflict with the applicable provisions of the federal
securities laws, the latter shall control.

     39.	To the extent a Fund or Series imposes a redemption fee as
provided in the applicable Prospectus, you agree to abide and comply
with the terms of the attached Redemption Fee Addendum.

     40.	This Contract shall not be construed to constitute a
partnership, joint venture, or agency between you and us or any Fund or
Series, nor to create an employer-employee relationship between you
and us.  You acknowledge that you are an independent contractor, that
your business is its own and entirely separate from that of ours and the
Funds and Series, and that you will not deal with or represent itself to
the public in any other way.




     41.	You agree to provide us with any assistance or report that we
reasonably request in order to fulfill our duties to assist the Funds with
compliance with Rule 38a-1 under the 1940 Act, in our capacity as
principal underwriter to each Fund.


						Legg Mason Investor Services, LLC


						By:

							Managing Director


     Accepted:

	Firm Name:	_____________________________

	NASD Registration
Number:  	_____________________________

	By:  		_____________________________

	Address:  	_____________________________

			_____________________________



	Accepted By (signature):

	Name (print):				  Title:

	Date:




SCHEDULE A - FUNDS

[insert funds]



SCHEDULE B - COMPENSATION

     Beginning on the effective date of this Contract, for each Fund
listed on Schedule A, Legg Mason will pay the Financial Intermediary a
quarterly fee equal on an annual basis to [0.25%] of the average daily
net asset value of [Financial Intermediary Shares of Funds] owned
beneficially by clients of the Financial Intermediary during such period.

	*Institutional shares do not pay service fees





Redemption Fee Addendum









B-10


B-1