LICENSE AGREEMENT



            THIS LICENSE AGREEMENT (this "Agreement"), dated as of December 1,

2005 (the "Effective Date"), by and among Citigroup Inc., a corporation

incorporated in the State of Delaware ("Citigroup"), and each investment company

signing this Agreement (on behalf of itself and each series thereof, as

applicable) (each investment company and series separately, a "Licensee").



                                   WITNESSETH:



            WHEREAS, Legg Mason, Inc., a corporation incorporated in the State

of Maryland ("Legg Mason") and Citigroup have entered into a Transaction

Agreement, dated as of June 23, 2005 and amended as of the Effective Date (as

amended, the "Transaction Agreement"), under which Citigroup is selling to Legg

Mason substantially all of its global asset management business currently

operated as Citigroup Asset Management and Legg Mason is selling the PC/CM

Business, including the private client business of Legg Mason to Citigroup;



            WHEREAS, effective as the Closing of the Transaction, an Affiliate

of Legg Mason that is wholly-owned by Legg Mason serves as the investment

adviser for each Licensee ("Adviser");



            WHEREAS, Citigroup owns all right, title and interest in the Citi

Marks (as defined below), and each Licensee desires a license to use the Citi

Marks and Citigroup is willing to grant such license to each Licensee, on the

terms and subject to the conditions contained herein;



            WHEREAS, Citigroup prior to the Effective Date had granted

permission to Licensee to use the Citi Mark(s) designated under Licensee's name

in Schedule A (such names and marks that contain or otherwise reference CITI,

SB, SALOMON BROTHERS, or SMITH BARNEY, the "Citi Marks"), and Licensee desires a

license to continue to use such Citi Mark(s) for a period of time and Citigroup

is willing to grant such license to each Licensee, on the terms and subject to

the conditions contained herein;



            WHEREAS, pursuant to that certain Cross-License Agreement of even

date hereof between Citigroup and Legg Mason, Citigroup is granting Legg Mason a

transitional license to use the Citi Marks solely in connection with the

investment advisory services provided by Legg Mason or Affiliates thereof to

each Licensee as well as the advertising, marketing, promotion, and distribution

of each Licensee (the "Cross-License"); and



            WHEREAS, this Agreement serves as an individual license agreement

between Citigroup and each Licensee.



            NOW, THEREFORE, in consideration of the mutual promises and

covenants set forth herein and for other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the Parties hereby agree

as follows:





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                                    ARTICLE 1

                                   DEFINITIONS



            1.01 Defined Terms. Initially capitalized terms shall have the

meaning respectively ascribed to them herein, including the following terms:



            "Affiliate" means, with respect to any specified Person, any other

Person that at the time of determination, directly or indirectly, through one or

more intermediaries, Controls, is Controlled by, or is under common Control

with, such specified Person.



            "Business Day" means any day other than a Saturday, Sunday, or a

holiday on which commercial banks in the State of New York are closed.



            "Control" (including its correlative meanings "Controlled by" and

"under common Control with") means the possession, directly or indirectly, of

power to direct or cause the direction of the management or policies (whether

through ownership of securities or partnership or other ownership interest, by

contract or otherwise).



            "Cross-License" has the meaning ascribed to it in the Recitals.



            "Governmental Authority" means any federal, national, supranational,

state, provincial, local, or similar government, governmental, regulatory or

administrative authority, agency or commission or any court, tribunal, or

judicial or arbitral body, including the Securities and Exchange Commission and

any SRO within or outside the United States.



            "Law" means, with respect to any Person, any domestic or foreign

federal or state statute, law, ordinance, rule, administrative code,

administrative interpretation, regulation, order, consent, writ, injunction,

directive, judgment, decree, policy, ordinance, decision, guideline or other

requirement of (or agreement with) any Governmental Authority (including any

memorandum of understanding or similar arrangement with any Governmental

Authority), in each case binding on that Person or its property or assets.



            "Person" means any individual, corporation, business trust,

partnership, association, limited liability company, unincorporated organization

or similar organization, or any Governmental Authority.



            "SRO" means the NASD, the National Futures Association, each

national securities exchange in the United States and each other board or body,

whether United States or foreign, that is charged with the supervision or

regulation of brokers, dealers, commodity pool operators, commodity trading

advisers, futures commission merchants, securities underwriting or trading,

stock exchanges, commodities exchanges, insurance companies or agents,

investment companies or investment advisers.



            "Trademarks" means, collectively, whether registered or

unregistered, trademarks, service marks, certification marks, trade dress,

logos, trade names, slogans, designs, URL addresses, internet domain names, and

any similar indicia of source or origin, including the goodwill of the business

symbolized thereby or associated therewith, all statutory and common-law rights

thereto, and all rights therein provided by international treaties and

conventions.





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            1.02 Other Definitional Provisions. Capitalized terms not otherwise

defined herein have the meaning set forth in the Transaction Agreement. As used

in this Agreement, the words "herein", "hereof", and "hereunder" and other words

of similar import refer to this Agreement as a whole, including the Schedules

hereto, as the same may from time to time be amended or supplemented and not to

any particular subdivision contained in this Agreement. The word "including"

when used herein is not intended to be exclusive, or to limit the generality of

the preceding words, and means "including, without limitation". References

herein to an Article, Section, subsection, clause, or Schedule shall refer to

the appropriate article, section, subsection, clause, or schedule of this

Agreement, unless expressly stated otherwise.



                                   ARTICLE 2

                      LICENSE TO LICENSEE OF THE CITI MARKS



            2.01 Grant of License. During the Term, and subject to the terms and

conditions of this Agreement and applicable Law, Citigroup hereby grants to

Licensee a non-exclusive, non-transferable (except as otherwise permitted in

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