SUBADVISORY AGREEMENT



This SUBADVISORY AGREEMENT (Agreement) is

made this 1st day of December, 2005, by

and between Smith Barney Fund Management LLC,

a Delaware limited liability company (the Manager)

and Citigroup Asset Management Limited, a

corporation organized under the laws of England

and Wales (the Subadviser).



WHEREAS, the Manager has been retained by Smith

Barney Investment Series (the Trust), a registered

management investment company under the Investment

Company Act of 1940, as amended (the 1940 Act) to

provide investment advisory, management, and

administrative services to the Trust with respect

to a series of the Trust;



WHEREAS, the Manager wishes to engage the Subadviser

to provide certain investment advisory services

to the Trust with respect to the series of the Trust

designated in Schedule A annexed hereto (the Fund)

and Subadviser 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. In accordance with and subject to the Management

Agreement between the Trust and the Manager with

respect to the Fund (the Management Agreement), the

Manager hereby appoints the Subadviser to act as

Subadviser with respect to the Fund for the period

and on the terms set forth in this Agreement. The

Subadviser accepts such appointment and agrees to

render the services herein set forth, for the

compensation herein provided.



2. The Manager shall cause the Subadviser to be kept

fully informed at all times with regard to the

securities owned by the Fund, its funds available,

or to become available, for investment, and generally

as to the condition of the Fund's affairs. Manager

shall furnish the Subadviser with such other

documents and information with regard to the Fund's

affairs as the Subadviser may from time to time

reasonably request.



3. (a) Subject to the supervision of the Trust's

Board of Trustees (the Board) and the Manager,

Subadviser shall regularly provide the Fund with

respect to such portion of the Fund's assets as shall

be allocated to the Subadviser by the Manager from

time to time (the Allocated Assets) with investment

research, advice, management and supervision and shall

furnish a continuous investment program for the

Allocated Assets consistent with the Fund's investment

objectives, policies and restrictions, as stated in

the Fund's current Prospectus and Statement of

Additional Information. The Subadviser shall,

with respect to the Allocated Assets, 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 Allocated

Assets 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 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 Subadviser. The Subadviser is

authorized as the agent of the Trust to give

instructions with respect to the Allocated Assets

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, the

investment program to be provided hereunder

may entail the investment of all or substantially

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