MANAGEMENT AGREEMENT



         MANAGEMENT AGREEMENT, dated as of February 28, 2002, by and between

Smith Barney Investment Series, a Massachusetts business trust (the "Trust"),

and Smith Barney Fund Management LLC, a Delaware corporation ("Smith Barney

Management" or the "Manager").



                              W I T N E S S E T H:



         WHEREAS, the Trust engages in business as an open-end management

investment company and is registered as such under the Investment Company Act of

1940, as amended (collectively with the rules and regulations promulgated

thereunder and any exemptive orders thereunder, the "1940 Act"), and



         WHEREAS, the Trust wishes to engage Smith Barney Management to provide

certain management services for the series of the Trust designated in Schedule A

annexed hereto (the "Funds"), and Smith Barney Management is willing to provide

such management services for the Funds on the terms and conditions set forth

herein.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

of the parties hereto as herein set forth, the parties covenant and agree as

follows:



         1.    Duties of Manager. (a) Smith Barney Management shall act as the

Manager for each Fund and as such shall furnish continuously an investment

program and shall determine from time to time what securities shall be

purchased, sold or exchanged and what portion of the assets of each Fund shall

be held uninvested, subject always to the restrictions of the Trust's

Declaration of Trust and By-Laws, as each may be amended and restated from time

to time (respectively, the "Declaration" and the "By-Laws"), the provisions of

the 1940 Act, and the then-current Registration Statement of the Trust with

respect to each Fund. The Manager shall also make recommendations as to the

manner in which voting rights, rights to consent to corporate action and any

other rights pertaining to each Fund's portfolio securities shall be exercised.

Should the Board of Trustees of the Trust at any time, however, make any

definite determination as to investment policy applicable to a Fund and notify

the Manager thereof in writing, the Manager shall be bound by such determination

for the period, if any, specified in such notice or until similarly notified

that such determination has been revoked. The Manager shall take, on behalf of

each Fund, all actions which it deems necessary to implement the investment



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policies determined as provided above, and in particular to place all orders for

the purchase or sale of securities for the Fund's account with the brokers or

dealers selected by it, and to that end the Manager is authorized as the agent

of the Trust to give instructions to the custodian or any subcustodian of the

Fund as to deliveries of securities and payments of cash for the account of the

Fund. In connection with the selection of such brokers or dealers and the

placing of such orders, 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 other accounts over

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