LEGG MASON PARTNERS INVESTMENT TRUST
AMENDMENT NO. 13
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT

AMENDMENT NO. 13 to the First Amended and Restated Master Trust Agreement dated as of February 28, 1998 (as amended to date, the "Agreement") of Legg Mason Partners Investment Trust (the "Trust"), made as of the 31st 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 Sub-Trust designated as Legg Mason Partners Large Capitalization Growth Fund (formerly Smith Barney Large Capitalization Growth Fund) to Legg Mason Partners Large Cap Growth Fund; and

WHEREAS, the undersigned has been duly authorized by the Trustees to execute and file this Amendment No. 13 to the Agreement;

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

1. 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 Cap 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.

LEGG MASON PARTNERS
INVESTMENT TRUST

ADVISORY AGREEMENT

This ADVISORY AGREEMENT ("Agreement") is made this 1st day of December, 2005, by and between Smith Barney Investment Trust, a Massachusetts Business Trust (the "Trust") and TIMCO Asset Management, Inc., a Connecticut corporation (the "Manager").

WHEREAS, the Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Manager is engaged primarily in rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;

WHEREAS, the Trust wishes to retain the Manager to provide investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the "Fund"); and

WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:

1. The Trust hereby appoints the Manager to act as investment adviser of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. The Fund shall at all times keep the Manager fully informed with regard to the securities owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request.

3. (a) Subject to the supervision of the Trust's Board of Trustees (the "Board"), the Manager shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund's portfolio of securities and other investments consistent with the Fund's investment objectives, policies and restrictions, as stated in the Fund's current Prospectus and Statement of Additional Information. The Manager shall determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund's portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust's Declaration of Trust and By-Laws (collectively, the "Governing Documents"), the 1940 Act, and the applicable rules and

regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC") and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of a Fund in one or more investment companies. The Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager's authority regarding the execution of the Fund's portfolio transactions provided herein. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to a Fund's portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board.

(b) The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by
Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities between a Fund and another account advised by the Manager or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by a Fund from time to

time, and will comply with all other provisions of the Governing Documents and the Fund's then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers.

4. Subject to the Board's approval, the Manager or the Fund may enter into contracts with one or more investment subadvisers, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers any or all its duties specified hereunder, on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser and further provided that such contracts impose on any investment subadviser bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act.

5. (a) The Manager, at its expense, shall supply the Board and officers of the Trust with all information and reports reasonably required by them and reasonably available to the Manager. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund's request. The Manager further agrees to arrange for the preservation of any such records for the periods prescribed by Rule 31a-2 under the 1940 Act. The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected.

(b) The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Fund's expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund's securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund's shares and servicing shareholder accounts; expenses of registering and qualifying the Fund's shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund's shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund's pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and any

non-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund's Board members and officers with respect thereto.

6. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager's or any affiliated company's staff.

7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund's name on Schedule A annexed hereto, provided however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the Fund's then-current fiscal year from such other registered investment company. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.

8. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for a Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 8, the term "Manager" shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates.

9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of a Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager's policies and procedures as presented to the Board from time to time.

10. For the purposes of this Agreement, the Fund's "net assets" shall be determined as provided in the Fund's then-current Prospectus and Statement of Additional Information and the terms "assignment," "interested person," and "majority of the outstanding voting securities" shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.

11. This Agreement will become effective with respect to the Fund on the date set forth opposite the Fund's name on Schedule A annexed hereto, provided that it shall have been approved by the Trust's Board and by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for two years from the above written date. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

12. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days' nor less than 30 days' written notice to the Manager, or by the Manager upon not less than 90 days' written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager.

13. The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not

individually, but as an officer under the Trust's Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually 14. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved, if so required by the 1940 Act, by vote of the holders of a majority of the Fund's outstanding voting securities.

15. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.

16. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.

SMITH BARNEY INVESTMENT TRUST

By:_______________________________
Name: R. Jay Gerken
Title: Chairman

TIMCO ASSET MANAGEMENT, INC.

By:_______________________________
Name: Daniel Willey
Title: President and Chief Executive Officer

Schedule A

Smith Barney S&P 500 Index Fund

Fee:

The following percentage of the Fund's average daily net assets:

0.15

LICENSE AGREEMENT

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").

WHEREAS, Licensee is registered as an open-ended management investment company under the Investment Company Act of 1940, as amended; and

WHEREAS, Legg Mason, Inc., the parent company of Licensor, is also the parent company of the investment manager of Licensee and provides investment advisory, management, and administrative services to various other open-ended investment companies, including Licensee; and

WHEREAS, Licensor is the sole owner of all rights to use the name "Legg Mason" and trademark and service mark LEGG MASON (collectively the "Mark"); and

WHEREAS, Licensee contemplates changing its name to a name that includes the Mark.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties agree as follows:

1. LICENSE GRANT: Licensor hereby grants to Licensee a non-exclusive, royalty-free license, to run perpetually unless terminated pursuant to the terms hereof, for worldwide use of the Mark as part of the name of an open-ended investment fund and in the promotion of such fund. All rights not granted herein are expressly reserved to Licensor.

2. OWNERSHIP OF MARKS: All use of the Mark by Licensee shall inure to the benefit of Licensor. Licensee shall cooperate in Licensor's efforts to perfect or enforce its rights in the Mark and shall neither assert nor assist a third party in asserting any independent rights in the Mark anywhere in the world for any goods or services.

3. QUALITY CONTROL: All services provided by Licensee under the Mark shall be provided at a high-quality standard acceptable to Licensor. Licensee agrees upon Licensor's request to furnish Licensor an example of each use of the Mark and Licensor shall have the right to disapprove such use and require Licensee to cease or revise such use.

4. ASSIGNMENT/SUBLICENSE: Licensee shall have the right to assign or sublicense its rights granted hereunder only with the written consent of Licensor.

5. TERMINATION: Licensor shall have the right to terminate this Agreement without prejudice to any other rights and remedies it may have upon Licensee's breach of the terms or undertakings of this License Agreement, upon a change in ownership of or controlling interest in Licensee, or if an affiliate of Legg Mason, Inc. no longer acts as the investment manager of Licensee, whether as a result of termination by Licensee or by Legg Mason, Inc. or for any other reason. Upon termination: (i) all rights, licenses and privileges granted to Licensee hereunder shall automatically revert to Licensor; (ii) Licensee shall cease making any use of the Mark in any corporate or business name, trademark or service mark, domain name or otherwise; and (iii) Licensee shall execute any and all documents requested by Licensor to evidence such reversion.

6. GOVERNING LAW: This Agreement shall be construed in accordance with the laws of the United States of America and the State of New York, and the exclusive jurisdiction for any disputes shall be the federal and state courts in New York.

7. LIMITATION OF LIABILITY: The undersigned officer of the Licensee has executed this Agreement not individually, but as an officer under the Trust's Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually.

8. MISCELLANEOUS: This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements, oral or written, between the parties with respect to the subject matter hereof.

IN WITNESS WHEROF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the date first above written:

By:_____________________________                By:___________________________




ATTEST:                                         TRUSTS LISTED ON
                                                EXHIBIT A HERETO

By:_____________________________                By:___________________________

EXHIBIT A

CitiFunds Trust I
Legg Mason Partners Emerging Markets Equity Fund Legg Mason Partners Adjustable Rate Income Fund Legg Mason Partners Income Funds
Legg Mason Partners Capital and Income Fund Legg Mason Partners Convertible Fund Legg Mason Partners Diversified Strategic Income Fund Legg Mason Partners Dividend and Income Fund Legg Mason Partners Exchange Reserve Fund Legg Mason Partners High Income Fund Legg Mason Partners Municipal High Income Fund Legg Mason Partners Total Return Bond Fund Legg Mason Partners Investment Series
Legg Mason Partners Growth and Income Fund Legg Mason Partners Dividend Strategy Fund Legg Mason Partners International Fund Legg Mason Partners Variable Dividend Strategy Portfolio Legg Mason Partners Variable Government Portfolio Legg Mason Partners Variable Growth and Income Portfolio Legg Mason Partners Variable Premier Selections All Cap Growth Portfolio Legg Mason Partners Investment Trust
Legg Mason Partners Classic Values Fund Legg Mason Partners Intermediate Maturity California Municipals Fund Legg Mason Partners Intermediate Maturity New York Municipals Fund Legg Mason Partners Large Cap Growth Fund Legg Mason Partners Mid Cap Core Fund Legg Mason Partners S&P 500 Index Fund Legg Mason Partners Massachusetts Municipal Fund Legg Mason Partners Municipal Funds
Legg Mason Partners Florida Municipals Fund Legg Mason Partners Georgia Municipals Fund Legg Mason Partners Limited Term Municipals Fund Legg Mason Partners National Municipals Fund Legg Mason Partners New York Municipals Fund Legg Mason Partners Pennsylvania Municipals Fund Legg Mason Partners Oregon Municipals Fund Legg Mason Partners Trust II
Legg Mason Partners Capital Preservation Fund Legg Mason Partners Capital Preservation Fund II Legg Mason Partners Diversified Large Cap Growth Fund Legg Mason Partners International Large Cap Fund Legg Mason Partners Short Duration Municipal Income Fund Legg Mason Partners Small Cap Growth Opportunities Fund Legg Mason Partners Variable Portfolios II Legg Mason Partners Variable Aggressive Growth Portfolio Legg Mason Partners Variable Appreciation Portfolio Legg Mason Partners Variable Capital and Income Portfolio Legg Mason Partners Variable Diversified Strategic Income Portfolio Legg Mason Partners Variable Equity Index Portfolio

Legg Mason Partners Variable Fundamental Value Portfolio Legg Mason Partners Variable Growth and Income Portfolio Legg Mason Partners Variable Portfolios IV Legg Mason Partners Variable Multiple Discipline Portfolio -- All Cap Growth and Value
Legg Mason Partners Variable Multiple Discipline Portfolio -- Balanced All Cap Growth and Value
Legg Mason Partners Variable Multiple Discipline Portfolio -- Global All Cap Growth and Value
Legg Mason Partners Variable Multiple Discipline Portfolio -- Large Cap Growth and Value
Legg Mason Partners Variable Portfolios V Legg Mason Partners Variable Small Cap Growth Opportunities Portfolio

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this "Agreement"), dated as of December 1, 2005 (the "Effective Date"), by and among Citigroup Inc., a corporation incorporated in the State of Delaware ("Citigroup"), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a "Licensee").

WITNESSETH:

WHEREAS, Legg Mason, Inc., a corporation incorporated in the State of Maryland ("Legg Mason") and Citigroup have entered into a Transaction Agreement, dated as of June 23, 2005 and amended as of the Effective Date (as amended, the "Transaction Agreement"), under which Citigroup is selling to Legg Mason substantially all of its global asset management business currently operated as Citigroup Asset Management and Legg Mason is selling the PC/CM Business, including the private client business of Legg Mason to Citigroup;

WHEREAS, effective as the Closing of the Transaction, an Affiliate of Legg Mason that is wholly-owned by Legg Mason serves as the investment adviser for each Licensee ("Adviser");

WHEREAS, Citigroup owns all right, title and interest in the Citi Marks (as defined below), and each Licensee desires a license to use the Citi Marks and Citigroup is willing to grant such license to each Licensee, on the terms and subject to the conditions contained herein;

WHEREAS, Citigroup prior to the Effective Date had granted permission to Licensee to use the Citi Mark(s) designated under Licensee's name in Schedule A (such names and marks that contain or otherwise reference CITI, SB, SALOMON BROTHERS, or SMITH BARNEY, the "Citi Marks"), and Licensee desires a license to continue to use such Citi Mark(s) for a period of time and Citigroup is willing to grant such license to each Licensee, on the terms and subject to the conditions contained herein;

WHEREAS, pursuant to that certain Cross-License Agreement of even date hereof between Citigroup and Legg Mason, Citigroup is granting Legg Mason a transitional license to use the Citi Marks solely in connection with the investment advisory services provided by Legg Mason or Affiliates thereof to each Licensee as well as the advertising, marketing, promotion, and distribution of each Licensee (the "Cross-License"); and

WHEREAS, this Agreement serves as an individual license agreement between Citigroup and each Licensee.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.01 Defined Terms. Initially capitalized terms shall have the meaning respectively ascribed to them herein, including the following terms:

"Affiliate" means, with respect to any specified Person, any other Person that at the time of determination, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

"Business Day" means any day other than a Saturday, Sunday, or a holiday on which commercial banks in the State of New York are closed.

"Control" (including its correlative meanings "Controlled by" and "under common Control with") means the possession, directly or indirectly, of power to direct or cause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

"Cross-License" has the meaning ascribed to it in the Recitals.

"Governmental Authority" means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body, including the Securities and Exchange Commission and any SRO within or outside the United States.

"Law" means, with respect to any Person, any domestic or foreign federal or state statute, law, ordinance, rule, administrative code, administrative interpretation, regulation, order, consent, writ, injunction, directive, judgment, decree, policy, ordinance, decision, guideline or other requirement of (or agreement with) any Governmental Authority (including any memorandum of understanding or similar arrangement with any Governmental Authority), in each case binding on that Person or its property or assets.

"Person" means any individual, corporation, business trust, partnership, association, limited liability company, unincorporated organization or similar organization, or any Governmental Authority.

"SRO" means the NASD, the National Futures Association, each national securities exchange in the United States and each other board or body, whether United States or foreign, that is charged with the supervision or regulation of brokers, dealers, commodity pool operators, commodity trading advisers, futures commission merchants, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers.

"Trademarks" means, collectively, whether registered or unregistered, trademarks, service marks, certification marks, trade dress, logos, trade names, slogans, designs, URL addresses, internet domain names, and any similar indicia of source or origin, including the goodwill of the business symbolized thereby or associated therewith, all statutory and common-law rights thereto, and all rights therein provided by international treaties and conventions.

1.02 Other Definitional Provisions. Capitalized terms not otherwise defined herein have the meaning set forth in the Transaction Agreement. As used in this Agreement, the words "herein", "hereof", and "hereunder" and other words of similar import refer to this Agreement as a whole, including the Schedules hereto, as the same may from time to time be amended or supplemented and not to any particular subdivision contained in this Agreement. The word "including" when used herein is not intended to be exclusive, or to limit the generality of the preceding words, and means "including, without limitation". References herein to an Article, Section, subsection, clause, or Schedule shall refer to the appropriate article, section, subsection, clause, or schedule of this Agreement, unless expressly stated otherwise.

ARTICLE 2
LICENSE TO LICENSEE OF THE CITI MARKS

2.01 Grant of License. During the Term, and subject to the terms and conditions of this Agreement and applicable Law, Citigroup hereby grants to Licensee a non-exclusive, non-transferable (except as otherwise permitted in
Section 8.11), worldwide, fully paid-up and royalty-free, and non-sublicenseable right and license to use the Citi Marks solely as part of the name of Licensee as set forth in Schedule A (the "License").

ARTICLE 3
OWNERSHIP OF THE CITI MARKS

3.01 Ownership of Citi Marks. Licensee acknowledges that as between Citigroup, on the one hand, and Licensee, on the other, Citigroup is the owner of the Citi Marks and the goodwill attached thereto. Licensee covenants and agrees not to challenge the validity, enforceability or Citigroup's or its Affiliates' ownership of the Citi Marks in any jurisdiction. Licensee shall not acquire any ownership rights in the Citi Marks. Nothing herein shall be deemed, intended, or implied to constitute a sale or assignment of the Citi Marks to Licensee. Licensee agrees that all goodwill from its use of the Citi Marks under this Agreement shall inure solely to the benefit of Citigroup, and this Agreement does not confer on Licensee any goodwill or ownership interest in the Citi Marks.

3.02 Notices With Respect to Citi Marks. Licensee acknowledges and agrees that it shall not create or distribute any materials (whether in written, electronic, or other form) bearing the Citi Marks.

3.03 Avoidance of Adverse Actions by Licensee. Licensee shall not: (i) take any action that would disparage or diminish the value or reputation of the Citi Marks; (ii) either directly or indirectly apply for the registration or renewal of registration of the Citi Marks or any variation thereon, or any Trademark which contains or is confusingly similar to the Citi Marks or their transliteration in any language; (iii) subject to Section 6.02(d) use the Citi Marks in any jurisdiction after such time that Licensee knows that such use in such jurisdiction infringes or is credibly alleged to infringe the Trademark rights or other proprietary rights of another Person (provided, however, that Citigroup may agree to permit Licensee to continue to use the Citi Marks in such jurisdiction if Citigroup determines that there are reasonable defenses to such claim of infringement); or (iv) without Citigroup's prior written consent, which may in Citigroup's sole good faith discretion be withheld (and Citigroup will provide Licensee with a

written explanation for its disapproval at the time of such disapproval), combine the Citi Marks with any other Trademark, any prefix or suffix, or any other modifying word or term, other than as expressly provided in Schedule A.

3.04 Recordings. In the event Citigroup reasonably deems recordation necessary, Licensee shall, to the extent it has the power and authority to do so, reasonably cooperate with Citigroup at Citigroup's sole expense, for Licensee's reasonable out-of-pocket costs, in connection with the recording of this Agreement with the appropriate Governmental Authorities and, if necessary, in the renewal of such recordation, including the prompt execution of all documents necessary in connection with such recording. To the extent it has the power and authority to do so, Licensee shall provide documents and other information to Citigroup as reasonably necessary to accomplish such recordation, including by submitting a revised version of this Agreement in a form necessary, but without change of substance (except where such change is necessary for purposes of recordation) hereof, for recordation. At Citigroup's expense, for Licensee's reasonable out-of-pocket costs, and to the extent it has the power and authority to do so, Licensee shall cooperate to effect a cancellation or termination of any recordation of this Agreement with the appropriate Governmental Authorities upon termination or expiration of this Agreement, but in no event, later than twenty (20) days following the termination or expiration of this Agreement. Licensee hereby grants to Citigroup an irrevocable power of attorney coupled with an interest solely to effect such cancellation.

3.05 Domain Names. Licensee represents that it does not own any Internet domain names containing Citi Marks.

ARTICLE 4
QUALITY CONTROL

4.01 Quality of Licensee's Services. Licensee shall not provide services under the Citi Marks.

4.02 Compliance with Law and Government Approvals. Licensee shall, beginning on the Effective Date, comply with all applicable Laws in connection with its use of the Citi Marks, its conduct of business under the Citi Marks, and the performance of any other obligations under this Agreement, to the extent such non-compliance could reasonably be expected to have an adverse effect on Citigroup or any of the Citi Marks or the goodwill or reputation associated therewith. Licensee shall be responsible for the expense of obtaining and maintaining all licenses, permits, and regulatory approvals which are required by any Governmental Authority with respect to Licensee's business, if any, and of complying with any requirements of such Governmental Authorities, including providing all appropriate notices to investors, if applicable. Without limitation to the foregoing, in the event that applicable Law prohibits or restricts or requires expanded use of the Citi Marks hereunder, the License shall automatically be deemed to be so restricted or expanded, and Licensee shall comply with such applicable Law, provided that in the event of the expansion of a License pursuant to this Section 4.02, to the extent it has the power and authority to do so, Licensee shall (i) immediately notify Citigroup in writing of such requirement, (ii) use all commercially reasonable efforts, as requested by Citigroup, to avoid any expansion of such use and still comply with any applicable

Law, and (iii) otherwise cooperate with Citigroup's reasonable requests to avoid such expansion without violating any applicable Law.

ARTICLE 5
INTELLECTUAL PROPERTY PROTECTION

5.01 Protection of the Citi Marks. To the extent it has the power and authority to do so and is permitted by applicable Law, Licensee agrees, as Citigroup may reasonably request and at Citigroup's expense, for Licensee's reasonable out-of-pocket costs, to cooperate with Citigroup or its Affiliates in the prosecution and elimination of any unauthorized use or infringement of the Citi Marks. Notwithstanding any other provision of this Agreement, Citigroup shall have the sole right to control the prosecution of any claim alleging infringement or other violation of the Citi Marks, provided that to the extent resolution of any such claim is reasonably likely to have an adverse impact on Licensee, Citigroup shall consult with Licensee or Legg Mason on behalf of Licensee in connection therewith.

ARTICLE 6
TERM AND TERMINATION

6.01 Term. This Agreement (and the rights granted to Licensee hereunder) shall become effective on the Effective Date and shall endure with respect to any Licensee until the earlier of the expiration or earlier termination of the Trademark Term (pursuant to, and as defined in, the Cross-License) or the expiration or earlier termination of any applicable rights with respect to such Licensee under the Cross-License (the "Term").

6.02 Termination of License. Upon the expiration or earlier termination of this Agreement (or of a Licensee's rights to use the Citi Marks hereunder, in which case the following provisions of this Section 6.02 shall apply only with respect to such Licensee):

(a) Subject to Section 6.02(d), Licensee's License to use the Citi Marks immediately and automatically shall terminate and all rights in the Citi Marks granted to Licensee shall revert to Citigroup, and at Citigroup's request, Licensee shall assign any goodwill accrued to Licensee under the Citi Marks, if any, to Citigroup (the parties acknowledge that no such assignment is necessary or required with respect to use of the Citi Marks within the United States);

(b) Licensee immediately shall destroy all materials in its custody and control, if any, utilizing the Citi Marks and provide confirmation of same to Citigroup, except that Licensee shall be permitted to keep copies of such materials as may be required by applicable Law and such additional number of copies as it reasonably deems appropriate for internal recordkeeping purposes;

(c) Licensee immediately shall take all steps necessary, and fully cooperate with Citigroup and/or its Affiliates at Citigroup's request and sole expense, for Licensee's reasonable out of pocket costs, to cancel any recordation of this Agreement with any Governmental Authorities;

(d) Notwithstanding the foregoing clauses (a) - (c), Licensee shall not be required to cease a particular use of the Citi Marks in the event that such continued use of such mark is required by any applicable Law, provided that Licensee (i) immediately notifies Citigroup in writing of such requirement, (ii) uses all commercially reasonable efforts to cease such use and still comply with any applicable Law, and (iii) cooperates with Citigroup with respect to such efforts to cease use without violating any applicable Law. For purposes of clarification, the foregoing shall not relieve Licensee from its obligation to cure a breach of this Agreement; and

(e) For purposes of clarity, and except as otherwise prohibited under applicable Law, nothing in this Agreement shall preclude any good faith uses of the Citi Marks by Licensee that are (i) not in commerce,
(ii) nominative references to Citigroup in a manner that could generally be made by Licensee with respect to third-party financial services companies (i.e., not in a manner that states a present or past affiliation between the Parties or their respective Affiliates (unless and to the extent required by Law or specifically permitted pursuant to another agreement between the Parties)), or (iii) factual references to the Citi Marks in historical and tax records.

6.03 Change of Company Name Following Termination. Upon expiration or earlier termination of this Agreement (or of a Licensee's rights to use the Citi Marks hereunder, in which case the following provisions of this Section 6.03 shall apply only with respect to such Licensee), Licensee shall take all actions necessary or appropriate to the extent within its control, and cooperate with Citigroup and its Affiliates, to (x) de-register Licensee's corporate name that contains Citi Marks, (y) cancel any recordation of this Agreement with Governmental Authorities, and (z) change its name to a name that does not include the Citi Marks, or any variation, derivation or colorable imitation thereof.

6.04 Survival. Notwithstanding any provisions of this Article stating otherwise, Sections 3.01, 3.03, 3.04 and Articles 7 and 8 of this Agreement shall survive any expiration or termination of this Agreement.

ARTICLE 7
DISCLAIMER

7.01 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. CITIGROUP HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, REGISTRABILITY, OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING THE CITI MARKS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES THAT THE LICENSE GRANTED IN THIS AGREEMENT AND THE CITI MARKS, ARE PROVIDED "AS IS."

7.02 EXCLUSION OF LIABILITY. EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS PROVIDED FOR HEREIN AND EXCEPT IN THE

CASE OF A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BAD FAITH BREACH HEREUNDER, NEITHER PARTY NOR ANY OF ITS AFFILIATES WILL BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) TO THE OTHER PARTY OR ANY OTHER PERSON FOR DAMAGES FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE 8
MISCELLANEOUS

8.01 Indemnification by Citigroup. Citigroup (as the "Indemnifying Party") hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the "Indemnified Party") with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a "Third Party Claim") of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup's request promptly phase out use of such challenged Citi Mark(s) in the relevant jurisdictions(s) if in Citigroup's reasonable judgment there exists colorable grounds for such third party claim.

8.02 Notices. All notices, requests, demands and other communications required or permitted to be given or made under this Agreement or in connection with this Agreement ("Notice") will be deemed to have been duly given when delivered by hand, courier or overnight delivery service or, if mailed, two (2) Business Days after deposit in the mail and sent certified or registered mail, return receipt requested and with first-class postage prepaid, or in the case of facsimile Notice, when sent and transmission is confirmed, and, regardless of method, addressed to the Party at its address or facsimile number set out below (or at such other address or facsimile number as the Party furnishes the other Party in accordance with this Section):

If to Citigroup:

Citigroup
909 Third Ave.
15th Floor
New York, NY 10022
USA

Attention: Anne Moses, Esq.
Assistant Secretary and Chief Trademark Counsel

Facsimile: 1-212-793-4405

If to Licensee:

Rosemary Emmens
300 First Stamford Place, 4th floor
Stamford, CT 06902

Facsimile: (203) 890-7066

8.03 Relationship Between the Parties. Nothing contained in this Agreement will be deemed to be construed by the Parties or any third party as creating a partnership, an agency relationship or joint venture between the Parties or any of their respective employees, representatives or agents.

8.04 Amendment and Waivers. No amendment to this Agreement will be effective unless it is in writing and signed by each Party. Any failure of a Party to comply with any obligation, covenant, agreement or condition contained in this Agreement may be waived by the Party entitled to the benefits of the provision only by a written instrument duly executed and delivered by the Party granting the waiver, but the waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance.

8.05 Severability. In the event that any of the provisions in this Agreement is determined invalid, void or unenforceable, the provision will be deemed deleted from this Agreement and the remaining provisions of this Agreement will continue in full force and effect.

8.06 Governing Law. The provisions of this Agreement are to be governed by and construed in accordance with the Laws of the State of New York applicable to the agreements made and to be performed entirely within the State, without regard to the conflicts of laws principles of the State.

8.07 Jurisdiction

THE PARTIES IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THAT THEY MAY LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

8.08 Equitable Relief. Licensee acknowledges and agrees that violation of the provisions of this Agreement may cause Citigroup irreparable injury not compensable by money damages for which Citigroup may not have an adequate remedy at law, and if Citigroup institutes an action or proceeding to enforce the provisions of this Agreement and seeks injunctive or other equitable relief as may be necessary to enjoin, prevent or curtail any breach thereof, threatened or actual, then Citigroup shall not be required to prove irreparable injury, and shall be entitled to such relief without the posting of any bond or other security.

8.09 Remedies Cumulative. All remedies in this Agreement are cumulative, in addition to and not in lieu of any other remedies available to a Party at Law or in equity, subject only to the express limitations on liabilities and remedies set forth herein.

8.10 Entire Agreement. This Agreement (including all Schedules hereto), embody the entire agreement of the Parties hereto with respect to the subject matter hereof and supersede all prior agreements with respect thereto. The Parties intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Agreement.

8.11 No Assignment. No Party may assign or transfer all or part of its rights and/or obligations under this Agreement without the prior written consent of the other Party and any purported assignment without such consent will be void; provided, that such prior written consent will not be required in the event that (i) Licensee or Citigroup sells, transfers, divests or otherwise disposes of all or substantially all of its business to one or more of its Controlled Affiliates, or (ii) Citigroup assigns one or more of the Citi Marks to one or more of its Controlled Affiliates. This Agreement shall be binding on the successors and permitted assigns of each Party hereto.

8.12 Parties. All references herein to "Licensee" are to each of the entities signing this Agreement (and each series thereof), individually, as if this Agreement were between Citigroup and such individual entity or series. Any reference in this Agreement to the "Parties" or "Party" shall mean Citigroup and such individual Licensee.

8.13 No Third-Party Beneficiaries. Except as expressly provided herein, no third party is intended, or shall be deemed, to be a beneficiary of any provision of this Agreement.

8.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8.15 Further Assurances and Cooperation. Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.

8.16 No Strict Construction; Table of Contents and Headings. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent and no rule of strict construction against either Party shall apply to any term or condition of this Agreement. The table of contents, article and section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

8.17 Enforceability. The Parties represent that this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and legally binding obligations of, such representing Party, enforceable against such representing Party in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and to general principles of equity, where applicable.

IN WITNESS WHEREOF, this Agreement has been duly executed on the Effective Date.

CITIGROUP INC.

By:_________________________________
Name: Anne Moses
Title: Assistant Secretary

LICENSEES

EACH OF THE ENTITIES (AND SERIES
THEREOF) LISTED ON SCHEDULE A HERETO

By:_________________________________
Name: R. Jay Gerken
Title: President

SALOMON BROTHERS
OPPORTUNITY FUND INC.

By:_________________________________
Name: R. Jay Gerken
Title: Vice President

SCHEDULE A

Consent of Independent Registered Public Accounting Firm

The Shareholders and Board of Trustees
Legg Mason Partners Investment Trust:

We consent to the use of our report, incorporated herein by reference, dated February 22, 2006, for Legg Mason Partners S&P 500 Index Fund (formerly Smith Barney S&P 500 Index Fund), a series of Legg Mason Partners Investment Trust (formerly Smith Barney Investment Trust), as of December 31, 2005 and to the references to our firm under the headings "Financial highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information.

                                                              /s/ KPMG LLP
New York, New York
April 24, 2006