MANAGEMENT AGREEMENT



    This MANAGEMENT AGREEMENT (Agreement) is made this

1st day of December, 2005, by and between Smith Barney

Arizona Municipals Fund Inc., a Maryland Corporation (the

Corporation) and Smith Barney Fund Management LLC, a

Delaware limited liability company (the Manager).



    WHEREAS, the Corporation 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, management and administrative services

and is registered as an investment adviser under the

Investment Advisers Act of 1940, as amended;



    WHEREAS, the Corporation wishes to retain the Manager

to provide investment advisory, management, and

administrative services to the Corporation  (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 Corporation hereby appoints the Manager to act as

investment adviser and administrator 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

Corporation's Board of Directors (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 Corporation's Articles of

Incorporation 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 Corporation 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

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