SMITH BARNEY INCOME FUNDS Amendment No. 11 to First Amended and Restated Master Trust Agreement

▇▇▇▇▇ ▇▇▇▇▇▇ INCOME FUNDS

Amendment No. 11 to

First Amended and Restated Master Trust Agreement

The undersigned, constituting a majority of the Trustees of ▇▇▇▇▇ ▇▇▇▇▇▇ Income Funds (the “Trust”), a Massachusetts business trust, acting pursuant to the Trust’s First Amended and Restated Master Trust Agreement, as currently in effect (together with any amendments thereto and designations thereunder, the “Trust Document”), do hereby certify that, in accordance with the provisions of the Trust Document, the following amendments to the Trust Document have been duly adopted by the Trustees of the Trust:

 

1.

The name of the Trust is hereby changed from “▇▇▇▇▇ ▇▇▇▇▇▇ Income Funds” to “▇▇▇▇ ▇▇▇▇▇ Partners Income Funds,” and all references to the name of the Trust in the Trust Document are hereby accordingly amended.

 

2.

The name of each Sub-Trust of the Trust listed below is hereby changed as set forth below, and all references to such Sub-Trusts in the Trust Document are hereby amended accordingly:

 

Current Sub-Trust Name and Class Name, if applicable		New Sub-Trust Name and Class Name, if applicable
SB Capital and Income Fund		▇▇▇▇ ▇▇▇▇▇ Partners Capital and Income Fund
SB Convertible Fund		▇▇▇▇ ▇▇▇▇▇ Partners Convertible Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Diversified Strategic Income Fund		▇▇▇▇ ▇▇▇▇▇ Partners Diversified Strategic Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Dividend and Income Fund		▇▇▇▇ ▇▇▇▇▇ Partners Dividend and Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Exchange Reserve Fund		▇▇▇▇ ▇▇▇▇▇ Partners Exchange Reserve Fund
▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund		▇▇▇▇ ▇▇▇▇▇ Partners High Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Municipal High Income Fund		▇▇▇▇ ▇▇▇▇▇ Partners Municipal High Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Total Return Bond Fund		▇▇▇▇ ▇▇▇▇▇ Partners Total Return Bond Fund

This Amendment shall become effective on April 7, 2006 at 9:00 a.m. EDT.

[signature page to follow]

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IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this Amendment as of the 31^st day of March 2006.

 

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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as Trustee and not individually		▇▇▇▇ ▇▇▇▇▇▇, as Trustee and not individually
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustee and not individually		▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and not individually