MANAGEMENT AGREEMENT

Legg Mason Partners Fund Advisor, LLC



     This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day

of August, 2006, by and between Legg Mason Partners Equity Funds

(the "Trust") and Legg Mason Partners Fund Advisor, 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, as amended (the "Exchange Act"))

to the Funds and/or the other accounts over which the Manager or

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