MANAGEMENT AGREEMENT



    This MANAGEMENT AGREEMENT ("Agreement") is made this

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

Growth 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 Securities Exchange Act of

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