MANAGEMENT AGREEMENT



    This MANAGEMENT AGREEMENT ("Agreement") is

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

Barney Equity Funds, 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 and/or the other

accounts over which the Manager or its affiliates exercise

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