SMITH BARNEY INVESTMENT TRUST
                        AMENDMENT NO. 12
                               TO
      THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT

     AMENDMENT  NO.  12 to the First Amended and Restated  Master
Trust  Agreement  dated as of February 28, 1998  (as  amended  to
date,  the  "Agreement") of Smith Barney  Investment  Trust  (the
"Trust"), made as of the 15th day of March 2006.

                           WITNESSETH:

     WHEREAS,  Article VII, Section 7.3 of the Agreement provides
that  the Agreement may be amended at any time, so long  as  such
amendment does not adversely affect the rights of any shareholder
and  so  long  as  such  amendment is  not  in  contravention  of
applicable law, including the Investment Company Act of 1940,  as
amended, by an instrument in writing signed by an officer of  the
Trust pursuant to a vote of a majority of the Trustees; and

     WHEREAS,  a majority of the Trustees voted, effective  April
7,  2006,  to  change  the name of the Trust  from  Smith  Barney
Investment Trust to Legg Mason Partners Investment Trust;

       WHEREAS, a majority of the Trustees voted, effective April
7,  2006, to change the name of the Sub-Trusts from Smith  Barney
Intermediate  Maturity California Municipals Fund to  Legg  Mason
Partners  Intermediate Maturity California Municipals Fund,  from
Smith  Barney Intermediate Maturity New York Municipals  Fund  to
Legg  Mason  Partners Intermediate Maturity New  York  Municipals
Fund, from Smith Barney Large Capitalization Growth Fund to  Legg
Mason  Partners  Large  Capitalization Growth  Fund,  from  Smith
Barney  S&P 500 Index Fund to Legg Mason Partners S&P  500  Index
Fund,  from Smith Barney Mid Cap Core Fund to Legg Mason Partners
Mid  Cap  Core Fund and from Smith Barney Classic Values Fund  to
Legg Mason Partners Classic Values Fund; and

     WHEREAS, a majority of the Trustees voted to redesignate the
"Smith  Barney Shares" shares of Smith Barney S&P 500 Index  Fund
Sub-Trust as "Class A"; and "Citi Shares" shares of Smith  Barney
S&P 500 Index Fund Sub-Trust as "Class D."

     WHEREAS,  the  undersigned has been duly authorized  by  the
Trustees  to  execute  and  file this Amendment  No.  12  to  the
Agreement;

     NOW,  THEREFORE, effective April 7, 2006, the  Agreement  is
hereby amended as follows:

     1.   Article I, Section 1.1 of the Agreement is hereby deleted
and replaced with the following:

      Section  1.1    Name.  This Trust shall be known  as  "Legg
Mason  Partners Investment Trust" and the Trustees shall  conduct
the  business of the Trust under that name or any other  name  or
names as they may from time to time determine.

     2.    The first paragraph of Article IV, Section 4.2 of  the
Agreement is hereby amended to read in pertinent part as follows:


"Section 4.2 Establishment and Designation of Sub-Trusts. Without
limiting  the authority of the Trustees set forth in Section  4.1
to  establish  and designate any further Sub-Trusts and  classes,
the  Trustees  hereby establish and designate the following  Sub-
Trusts  and  classes  thereof: Legg Mason  Partners  Intermediate
Maturity   California  Municipals  Fund,  Legg   Mason   Partners
Intermediate  Maturity  New  York  Municipals  Fund,  Legg  Mason
Partners  Large  Capitalization Growth Fund, Legg Mason  Partners
S&P  500  Index Fund, Legg Mason Partners Mid Cap Core  Fund  and
Legg  Mason  Partners Classic Values Fund, each of  which,  shall
consist  of  one  class designated as Class A,  and  solely  with
respect  to  Legg Mason Partners Intermediate Maturity California
Municipals  Fund, Legg Mason Partners Intermediate  Maturity  New
York  Municipals  Fund, Legg Mason Partners Large  Capitalization
Growth Fund, Legg Mason Partners Mid Cap Core Fund and Legg Mason
Partners  Classic Values Fund, additional classes  designated  as
Class  B, Class L and Class Y shares, and solely with respect  to
the Legg Mason Partners S&P 500 Index Fund, a class designated as
Class  D, and solely with respect to Legg Mason Partners Mid  Cap
Core  Fund, Legg Mason Partners Large Capitalization Growth  Fund
and  Legg  Mason Partners S&P 500 Index Fund an additional  class
designated as Class Z shares; and solely with respect to the Legg
Mason  Partners Mid Cap Core Fund, an additional class designated
as Class 1 shares, and solely with respect to Legg Mason Partners
Intermediate Maturity California Municipals Fund and  Legg  Mason
Partners  Intermediate  Maturity New  York  Municipals  Fund,  an
additional class designated as Class O shares. The Shares of such
Sub-Trusts and classes thereof and any Shares of any further Sub-
Trust  or  classes that may from time to time be established  and
designated  by the Trustees shall (unless the Trustees  otherwise
determine with respect to some further Sub-Trust or class at  the
time of establishing and designating the same) have the following
relative rights and preferences:"

     The  undersigned  hereby certifies that  the  Amendment  set
forth  above  has  been  duly  adopted  in  accordance  with  the
provisions of the Agreement.

  IN WITNESS WHEREOF, the undersigned has hereto set his hands
           as of the day and year first above written.

                                   SMITH BARNEY INVESTMENT TRUST



                                   By:
                                   Name:  Michael Kocur
                                   Title:   Assistant Secretary