DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT, made this 1^st day of December, 2005 by and between Smith Barney Funds, Inc. (Investment Company), a Maryland corporation and Legg Mason Investor Services, LLC (Distributor).

WHEREAS, the Investment Company is registered with the Securities and Exchange Commission (SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and has registered its shares for the series thereof listed on Appendix A (Shares), as it may be amended from time to time by agreement between the Distributor and the Investment Company (each such series thereof, a Fund) for sale to the public under the Securities Act of 1933, as amended (the 1933 Act) and filed appropriate notices under various state securities laws; and

WHEREAS, the Investment Company wishes to retain the Distributor as the principal underwriter in connection with the offering and sale of the Shares and to furnish certain other services to the Investment Company as specified in this Agreement; and

WHEREAS, this Agreement has been approved by separate votes of the Investment Companys Board of Directors (Board) and of those Board members who are not interested persons of the Investment Company, as defined in the 1940 Act and who have no direct or indirect financial interest in the operation of the plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (Plan) of a Fund or in any agreements related to such plan (Independent Board Members) in conformity with Section 15 of, and Rule 12b-1 under, the 1940 Act; and

WHEREAS, the Distributor is willing and able 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. (a) The Investment Company hereby appoints the Distributor as non-exclusive principal underwriter and distributor in connection with the offering and sale of Shares of the Fund to the public directly and through registered and qualified securities dealers, banks and other intermediaries (collectively, Intermediaries), and the Distributor hereby accepts such appointment, on the terms and for the period set forth in this Agreement. The Distributor, as agent for the Investment Company, shall, in accordance with applicable federal and state law and the organizational documents of the Investment Company and the registration statement most recently filed by the Investment Company with the SEC and effective under the 1940 Act and 1933 Act, as such Registration Statement may be amended or supplemented from time to time (Registration Statement): (i) promote the Fund; (ii) solicit orders for the purchase of the Shares subject to such terms and conditions as the Investment Company may specify; and (iii) accept orders for the purchase of the Shares on behalf of the Investment Company (collectively, Distribution Services). The Distributor shall comply with all applicable federal and state laws and offer the Shares of the Fund on an agency or best efforts basis under which the Investment Company shall issue only such Shares as are actually sold.

(b) The Distributor may pay for ongoing shareholder liaison services, including responding to shareholder inquiries, providing shareholders with information on their investments, and any other services now or hereafter deemed to be appropriate subjects for the payments of service fees under Conduct Rule 2830 of the National Association of Securities Dealers, Inc. (NASD) (collectively, Shareholder Services), as appropriate.

2. The Distributor may also enter into dealer or similar agreements with qualified Intermediaries it may select for the performance of Distribution Services and Shareholder Services. The Distributor may also enter into agreements with Intermediaries and other qualified entities to perform recordkeeping, shareholder servicing and sub-accounting services. In making such arrangements, the Distributor shall act only as principal and not as agent for the Investment Company. No such Intermediary is authorized to act as agent for the Investment Company in connection with the offering or sale of Shares to the public or otherwise, except for the limited purpose of determining the time as of which orders for the purchases, sales and exchanges of Shares are deemed to have been received.

3. The public offering price of the Shares of the Fund shall be the net asset value per share (as determined by the Investment Company) of the outstanding Shares of the Fund (or class thereof) next determined after receipt of an order by the Fund or its designated agent plus any applicable sales charge, as described in the Registration Statement of the Investment Company.

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