MANAGEMENT AGREEMENT



    This MANAGEMENT AGREEMENT (Agreement) is made this

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

Investment Trust, a Massachusetts Business Trust (the

Trust) and Smith Barney Fund Management LLC, a Delaware

limited liability company (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, management and administrative 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, management, and administrative

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 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 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

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