MANAGEMENT AGREEMENT



This MANAGEMENT AGREEMENT ("Agreement") is made

this 1st day of December, 2005, by and between

Smith Barney Investment Series, 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

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