EX-99.77B ACCT LTTR

Western Asset Intermediate Muni Fund Inc.




Report of Independent Registered Public Accounting Firm
The Board of Directors
Western Asset Intermediate Muni Fund Inc.:

In planning and performing our audit of the financial
statements of Western Asset Intermediate Muni
Fund Inc. (formerly Intermediate Muni Fund, Inc.),
as of and for the year ended December 31, 2006,
in accordance with the standards of the Public
Company Accounting Oversight Board (United States),
we considered its internal control over financial
reporting, including control activities for
safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply
with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness
of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion.
The management of the Fund is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling
this responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls.  A fund's
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting
and the preparation of financial statements for
external purposes in accordance with U.S. generally
accepted accounting principles.  Such internal
control includes policies and procedures that
provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition,
use or disposition of a fund's assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent
or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are
subject to the risk that controls may become
inadequate because of changes in conditions, or
that the degree of compliance with the policies or
procedures may deteriorate.
A control deficiency exists when the design or
operation of a control does not allow management
or employees, in the normal course of performing
their assigned functions, to prevent or detect
misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination
of control deficiencies, that adversely affects the
fund's ability to initiate, authorize, record,
process or report external financial data reliably
in accordance with U.S. generally accepted accounting
principles such that there is more than a remote
likelihood that a misstatement of the fund's annual
or interim financial statements that is more than
inconsequential will not be prevented or detected.
A material weakness is a significant deficiency, or
combination of significant deficiencies, that results
in more than a remote likelihood that a material
misstatement of the annual or interim financial
statements will not be prevented or detected.



Our consideration of the Fund's internal control
over financial reporting was for the limited
purpose described in the first paragraph and
would not necessarily disclose all deficiencies
in internal control that might be significant
deficiencies or material weaknesses under
standards established by the Public Company
Accounting Oversight Board (United States).
However, we noted no deficiencies in the Fund's
internal control over financial reporting and
its operation, including controls for safeguarding
securities, that we consider to be a material
weakness as defined above as of December 31, 2006.
This report is intended solely for the
information and use of management and the
Board of Western Asset Intermediate Muni
Fund Inc. and the Securities and Exchange
Commission and is not intended to be and
should not be used by anyone other than
these specified parties.


New York, New York
February 26, 2007

EX-99.77Q1 OTHR EXHB

Western Asset Intermediate Muni Fund Inc.

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT ("Agreement") is made this
1st day of August, 2006, by and between Legg Mason
Partners Fund Advisor, LLC, a Delaware limited
liability company (the "Manager"), and Western
Asset Management Company, a California corporation
(the "Subadviser").

WHEREAS, the Manager has been retained by
Intermediate Muni Fund Inc. (the "Fund"),
a registered management investment company
under the Investment Company Act of 1940, as
amended (the "1940 Act") to provide investment
advisory, management, and administrative services
to the Fund; and

WHEREAS, the Manager wishes to engage the
Subadviser to provide certain investment
advisory services to the Fund, and the
Subadviser 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.In accordance with and subject to the Management
Agreement between the Fund and the Manager
(the "Management Agreement"), the Manager hereby
appoints the Subadviser to act as Subadviser with
respect to the Fund for the period and on the terms
set forth in this Agreement. The Subadviser accepts
such appointment and agrees to render the services
herein set forth, for the compensation herein provided.

2.The Manager shall cause the Subadviser to be kept
fully informed at all times with regard to the securities
owned by the Fund, its funds available, or to become
available, for investment, and generally as to the
condition of the Fund's affairs. Manager shall furnish
the Subadviser with such other documents and information
with regard to the Fund's affairs as the Subadviser may
from time to time reasonably request.

3.(a)Subject to the supervision of the Fund's Board
of Directors (the "Board") and the Manager, Subadviser
shall regularly provide the Fund with respect to such
portion of the Fund's assets as shall be allocated to
the Subadviser by the Manager from time to time
(the "Allocated Assets") with investment research,
advice, management and supervision and shall furnish
a continuous investment program for the Allocated
Assets consistent with the Fund's investment
objectives, policies and restrictions, as stated
in the Fund's Prospectus and Statement of Additional
Information. The Subadviser shall, with respect to the
Allocated Assets, determine from time to time what
securities and other investments will be purchased
(including, as permitted in accordance with this
paragraph, swap agreements, options and futures),
retained, sold or exchanged by the Fund and what
portion of the Allocated Assets will be held in the
various securities and other investments in which the
Fund invests, and shall implement those decisions
(including the execution of investment documentation),
all subject to the provisions of the Fund's Articles of
Incorporation 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 Subadviser. The Subadviser is
authorized as the agent of the Fund to give instructions
with respect to the Allocated Assets 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,
the investment program to be provided hereunder may entail
the investment of all or substantially all of the assets of
the Fund in one or more investment companies. The Subadviser
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 Fund and/or the other accounts over which the Subadviser
or its affiliates exercise investment discretion. The
 Subadviser is authorized to pay a broker or dealer
who provides such brokerage and research services a
commission for executing a portfolio transaction for
the Fund which is in excess of the amount of commission
another broker or dealer would have charged for effecting
that transaction if the Subadviser determines in good faith
that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided
by such broker or dealer. This determination may be
viewed in terms of either that particular transaction
or the overall responsibilities which the Subadviser
and its affiliates have with respect to accounts over
which they exercise investment discretion. The Board
may adopt policies and procedures that modify and restrict
the Subadviser's authority regarding the execution of the
Fund's portfolio transactions provided herein. The Subadviser
shall exercise voting rights, rights to consent to corporate
action and any other rights pertaining to the Allocated Assets
subject to such direction as the Board may provide, and shall
perform such other functions of investment management and
supervision as may be directed by the Board.

(b)The Fund hereby authorizes any entity or person associated
with the Subadviser which is a member of a national securities
exchange to effect any transaction on the exchange for the
account of the Fund which is permitted by Section 11(a) of
the Exchange Act and Rule 11a2-2(T) thereunder, and the
Fund hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(2)
(iv). Notwithstanding the foregoing, the Subadviser agrees that
it will not deal with itself, or with members of the Board or
any principal underwriter of the Fund, as principals or agents
in making purchases or sales of securities or other property
for the account of the Fund, nor will it purchase any
securities from an underwriting or selling group in which
the Subadviser or its affiliates is participating, or
arrange for purchases and sales of securities between
the Fund and another account advised by the Subadviser
or its affiliates, except in each case as permitted by
the 1940 Act and in accordance with such policies and
procedures as may be adopted by the Fund from time to
time, and will comply with all other provisions of the
Governing Documents and the Fund's Prospectus and Statement
of Additional Information relative to the Subadviser and its
directors and officers.

4.The Subadviser may delegate to any other one or more
companies that the Subadviser controls, is controlled by,
or is under common control with, or to specified employees
of any such companies, certain of the Subadviser's duties
under this Agreement, provided in each case the Subadviser
will supervise the activities of each such entity or
employees thereof, that such delegation will not relieve
the Subadviser of any of its duties or obligations under
this Agreement and provided further that any such
arrangements are entered into in accordance with all
applicable requirements of the 1940 Act.

5.The Subadviser agrees that it will keep records
relating to its services hereunder in accordance
with all applicable laws, and in compliance with
the requirements of Rule 31a-3 under the 1940 Act,
the Subadviser hereby agrees that any records that
it maintains for the Fund are the property of the
Fund, and further agrees to surrender promptly to
the Fund any of such records upon the Fund's
request. The Subadviser further agrees to arrange
for the preservation of the records required to
be maintained by Rule 31a-1 under the 1940 Act
for the periods prescribed by Rule 31a-2 under
the 1940 Act.

6.(a)The Subadviser, at its expense, shall
supply the Board, the officers of the Fund,
and the Manager with all information and reports
reasonably required by them and reasonably
available to the Subadviser relating to the
services provided by the Subadviser hereunder.

(b)The Subadviser shall bear all expenses, and shall
furnish all necessary services, facilities and
personnel, in connection with its responsibilities
under this Agreement. Other than as herein specifically
indicated, the Subadviser shall not be responsible for the
Fund's expenses, including, without limitation, advisory
fees; distribution fees; interest; taxes; governmental fees;
voluntary assessments and other expenses incurred in
connection with membership in investment company
organizations; organization costs of the Fund;
the cost (including brokerage commissions, transaction
fees or charges, if any) in connection with the purchase
or sale of the Fund's securities and other investments and any
losses in connection therewith; fees and expenses of custodians,
transfer agents, registrars, independent pricing vendors or
other agents; legal expenses; loan commitment fees; expenses
relating to share certificates; expenses relating to the
issuing and redemption or repurchase of the Fund's shares
and servicing shareholder accounts; expenses of registering
and qualifying the Fund's shares for sale under applicable
federal and state law; expenses of preparing, setting in print,
printing and distributing prospectuses and statements of
additional information and any supplements thereto, reports,
proxy statements, notices and dividends to the Fund's
shareholders;
costs of stationery; website costs; costs of meetings of
the Board or any committee thereof, meetings of shareholders
and other meetings of the Fund; Board fees; audit fees;
travel expenses of officers, members of the Board and
employees of the Fund, if any; and the Fund's pro rata
portion of premiums on any fidelity bond and other
insurance covering the Fund and its officers, Board members
and employees; litigation expenses and any non-recurring or
extraordinary expenses as may arise, including, without
limitation, those relating to actions, suits or proceedings
to which the Fund is a party and the legal obligation which
the Fund may have to indemnify the Fund's Board members and
officers with respect thereto.

7.No member of the Board, officer or employee of the Fund
shall receive from the Fund any salary or other
compensation as such member of the Board, officer
or employee while he is at the same time a director,
officer, or employee of the Subadviser or any affiliated
company of the Subadviser, except as the Board may
decide. This paragraph shall not apply to Board
members, executive committee members, consultants
and other persons who are not regular members of
the Subadviser's or any affiliated company's staff.

8.As compensation for the services performed by the
Subadviser, including the services of any consultants
retained by the Subadviser, the Manager shall pay
the Subadviser out of the management fee it receives
with respect to the Fund, and only to the extent
thereof, as promptly as possible after the last day
of each month, a fee, computed daily at an annual
rate set forth on Schedule A annexed hereto. The
first payment of the fee shall be made as promptly as
possible at the end of the month succeeding the
effective date of this Agreement, and shall constitute
a full payment of the fee due the Subadviser for all
services prior to that date. If this Agreement is
terminated as of any date not the last day of a
month, such fee shall be paid as promptly as possible
after such date of termination, shall be based on
the average daily net assets of the Fund or, if less,
the portion thereof comprising the Allocated Assets
in that period from the beginning of such month to
such date of termination, and shall be that proportion
of such average daily net assets as the number of
business days in such period bears to the number of
business days in such month. The average daily net
assets of the Fund or the portion thereof comprising
the Allocated Assets shall in all cases be based only
on business days and be computed as of the time of
the regular close of business of the New York Stock
Exchange, or such other time as may be determined by
the Board.

9.The Subadviser assumes no responsibility under this
Agreement other than to render the services called for
hereunder, in good faith, and shall not be liable for
any error of judgment or mistake of law, or for any
loss arising out of any investment or for any act or
omission in the execution of securities transactions
for the Fund, provided that nothing in this Agreement
shall protect the Subadviser against any liability to
the Manager or the Fund to which the Subadviser would
otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of
its duties or by reason of its reckless disregard of
its obligations and duties hereunder. As used in this
Section 9, the term "Subadviser" shall include any
affiliates of the Subadviser performing services for
the Fund contemplated hereby and the partners,
shareholders, directors, officers and employees
of the Subadviser and such affiliates.

10.Nothing in this Agreement shall limit or restrict
the right of any director, officer, or employee of the
Subadviser who may also be a Board member, officer, or
employee of the Fund, to engage in any other business
or to devote his time and attention in part to the
management or other aspects of any other business,
whether of a similar nature or a dissimilar nature,
nor to limit or restrict the right of the Subadviser
to engage in any other business or to render services
of any kind, including investment advisory and
management services, to any other fund, firm,
individual or association. If the purchase or sale
of securities consistent with the investment policies
of the Fund or one or more other accounts of the
Subadviser is considered at or about the same time,
transactions in such securities will be allocated
among the accounts in a manner deemed equitable by
the Subadviser. Such transactions may be combined,
in accordance with applicable laws and regulations,
and consistent with the Subadviser's policies and
procedures as presented to the Board from time to time.

11.For the purposes of this Agreement, the Fund's
"net assets" shall be determined as provided in
the Fund's Prospectus and Statement of Additional
Information and the terms "assignment,"
"interested person," and "majority of the
outstanding voting securities" shall have
the meanings given to them by Section 2(a) of the
1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, regulation or order.

12.This Agreement will become effective with
respect to the Fund on the date set forth opposite
the Fund's name on Schedule A annexed hereto,
provided that it shall have been approved by the
Fund's Board and, if so required by the 1940 Act,
by the shareholders of the Fund in accordance with
the requirements of the 1940 Act and, unless sooner
terminated as provided herein, will continue in
effect through November 30, 2007.  Thereafter, if
not terminated, this Agreement shall continue in
effect with respect to the Fund, so long as such
continuance is specifically approved at least annually
(i) by the Board or
(ii) by a vote of a majority of the outstanding voting
securities of the Fund, provided that in either event
the continuance is also approved by a majority of the
Board members who are not interested persons of any
party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval.

13.This Agreement is terminable with respect to the Fund
without penalty by the Board or by vote of a majority of
the outstanding voting securities of the Fund, in each
case on not more than 60 days' nor less than 30 days'
written notice to the Subadviser, or by the Subadviser
upon not less than 90 days' written notice to the Fund
and the Manager, and will be terminated upon the mutual
written consent of the Manager and the Subadviser. This
Agreement shall terminate automatically in the event of
its assignment by the Subadviser and shall not be assignable
by the Manager without the consent of the Subadviser.

14.The Subadviser agrees that for any claim by it
against the Fund in connection with this Agreement
or the services rendered under this Agreement, it
shall look only to assets of the Fund for satisfaction
and that it shall have no claim against the assets
of any other portfolios of the Fund.

15.No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only
by an instrument in writing signed by the party
against which enforcement of the change, waiver,
discharge or termination is sought, and no material
amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of
the holders of a majority of the Fund's outstanding
voting securities.

16.This Agreement, and any supplemental terms contained
on Annex I hereto, if applicable, embodies the entire
agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings
relating to the subject matter hereof. Should any part
of this Agreement be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This
Agreement shall be binding on and shall inure to
the benefit of the parties hereto and their
respective successors.

17.This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the
laws of the State of New York.
[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto
duly authorized.
LEGG MASON PARTNERS FUND ADVISOR, LLC
By:	_______________________________
Name:
Title:
WESTERN ASSET MANAGEMENT COMPANY
By:	_______________________________
Name:
Title:

The foregoing is acknowledged:

The undersigned officer of the Fund has executed this
Agreement not individually but in his/her capacity as
an officer of the Fund. The Fund does not hereby
undertake, on behalf of the Fund or otherwise, a
ny obligation to the Subadviser.
INTERMEDIATE MUNI FUND INC.
By:	_______________________________
Name:
Title:

ANNEX I


Not applicable.



SCHEDULE A
Intermediate Muni Fund Inc.
Date:
August 1, 2006
Fee:
The sub-advisory fee will be 70% of the management fee
paid to Legg Mason Partners Fund Advisor, LLC, net of
expense waivers and reimbursements.

EX-99.77Q1 OTHR EXHB

Western Asset Intermediate Muni Fund Inc.


This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day
of August, 2006, by and between Intermediate Muni Fund Inc.
(the "Fund") and Legg Mason Partners Fund Advisor, LLC,
a Delaware limited liability company (the "Manager").

WHEREAS, the Fund 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 Fund wishes to retain the Manager to
provide investment advisory, management, and
administrative services to 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 Fund 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 Fund's Board of
Directors (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
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 Fund's Articles of
Incorporation 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 Fund
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 the 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 Fund and/or the other accounts over which the Manager
or its affiliates exercise investment discretion.  The Manager
is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing
a portfolio transaction for the Fund which is in excess of
the amount of commission another broker or dealer would have
charged for effecting that transaction if the Manager determines
in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services
provided by such broker or dealer.  This determination may be
viewed in terms of either that particular transaction or the
overall responsibilities which the Manager and its affiliates
have with respect to accounts over which they exercise investment
discretion.  The Board may adopt policies and procedures that
modify and restrict the Manager's authority regarding the
execution of the Fund's portfolio transactions provided herein.
 The Manager shall also provide advice and recommendations
with respect to other aspects of the business and affairs
of the Fund, shall exercise voting rights, rights to
consent to corporate action and any other rights
pertaining to the Fund's portfolio securities subject
to such direction as the Board may provide, and shall
perform such other functions of investment management
and supervision as may be directed by the Board.
(b)	Subject to the direction and control
of the Board, the Manager shall perform such
administrative and management services as may
from time to time be reasonably requested by
the Fund as necessary for the operation of the
Fund, such as (i) supervising the overall
administration of the Fund, including negotiation
of contracts and fees with and the monitoring of
performance and billings of the Fund's transfer
agent, shareholder servicing agents, custodian
and other independent contractors or agents,
(ii) providing certain compliance, fund accounting,
regulatory reporting, and tax reporting services,
(iii) preparing or participating in the preparation
 of Board materials, registration statements, proxy
statements and reports and other communications to
shareholders, (iv) maintaining the Fund's existence, and
(v) during such times as shares are publicly offered,
maintaining the registration and qualification of the
Fund's shares under federal and state laws.
Notwithstanding the foregoing, the Manager shall not be
deemed to have assumed any duties with respect to, and
shall not be responsible for, the distribution of the
shares of the Fund, nor shall the Manager be deemed to
have assumed or have any responsibility with respect to
functions specifically assumed by any transfer agent,
fund accounting agent, custodian, shareholder servicing
agent or other agent, in each case employed by the Fund
to perform such functions.
(c)The Fund hereby authorizes any entity or person
associated with the Manager which is a member of a
national securities exchange to effect any transaction
on the exchange for the account of the Fund which is
permitted by Section 11(a) of the Exchange Act of 1934
and Rule 11a2-2(T) thereunder, and the Fund hereby
consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T)(a)(2)
(iv).  Notwithstanding the foregoing, the Manager agrees that
it will not deal with itself, or with members of the Board or
any principal underwriter of the Fund, as principals or agents
in making purchases or sales of securities or other property
for the account of the Fund, nor will it purchase any securities
from an underwriting or selling group in which the Manager or
its affiliates is participating, or arrange for purchases and
sales of securities between the Fund and another account
advised by the Manager or its affiliates, except in each
case as permitted by the 1940 Act and in accordance with
such policies and procedures as may be adopted by the Fund
from time to time, and will comply with all other provisions
of the Governing Documents and the Fund's Prospectus and
Statement of Additional Information relative to the Manager
and its directors and officers.

4.Subject to the Board's approval, the Manager or the
Fund may enter into contracts with one or more
investment subadvisers or subadministrators,
including without limitation, affiliates of the
Manager, in which the Manager delegates to such
investment subadvisers or subadministrators any or
all its duties specified hereunder, on such terms as
the Manager will determine to be necessary, desirable
or appropriate, provided that in each case the Manager
shall supervise the activities of each such subadviser
or subadministrator and further provided that such
contracts impose on any investment subadviser or
subadministrator bound thereby all the conditions
to which the Manager is subject hereunder and that
such contracts are entered into in accordance with
and meet all applicable requirements of the 1940 Act.
5.(a)The Manager, at its expense, shall supply the Board
and officers of the Fund with all information and reports
reasonably required by them and reasonably available to
the Manager and shall furnish the Fund with office facilities,
including space, furniture and equipment and all personnel
reasonably necessary for the operation of the Fund.
The Manager shall oversee the maintenance of all books
and records with respect to the Fund's securities
transactions and the keeping of the Fund's books of
account in accordance with all applicable federal and
state laws and regulations.  In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the
Manager hereby agrees that any records that it maintains
for the Fund are the property of the Fund, and further
agrees to surrender promptly to the Fund any of such
records upon the Fund's request.  The Manager further
agrees to arrange for the preservation of the records
required to be maintained by Rule 31a-1 under the 1940
Act for the periods prescribed by Rule 31a-2 under the
1940 Act.  The Manager shall authorize and permit any
of its directors, officers and employees, who may be
elected as Board members or officers of the Fund, to
serve in the capacities in which they are elected.
(b)	The Manager shall bear all expenses,
and shall furnish all necessary services, facilities
and personnel, in connection with its responsibilities
under this Agreement.  Other than as herein specifically
indicated, the Manager shall not be responsible for the
Fund's expenses, including, without limitation, advisory
fees; distribution fees; interest; taxes; governmental
fees; voluntary assessments and other expenses incurred
in connection with membership in investment company
organizations; organization costs of the Fund; the
cost (including brokerage commissions, transaction
fees or charges, if any) in connection with the
purchase or sale of the Fund's securities and other
investments and any losses in connection therewith;
fees and expenses of custodians, transfer agents,
registrars, independent pricing vendors or other
agents; legal expenses; loan commitment fees;
expenses relating to share certificates; expenses
relating to the issuing and redemption or
repurchase of the Fund's shares and servicing shareholder
accounts; expenses of registering and qualifying the Fund's
shares for sale under applicable federal and state law;
expenses of preparing, setting in print, printing and
distributing prospectuses and statements of additional
information and any supplements thereto, reports,
proxy statements, notices and dividends to the
Fund's shareholders; costs of stationery; website
costs; costs of meetings of the Board or any committee
thereof, meetings of shareholders and other meetings of
the Fund; Board fees; audit fees; travel expenses of
officers, members of the Board and employees of the
Fund, if any; and the Fund's pro rata portion of
premiums on any fidelity bond and other insurance
covering the Fund and its officers, Board members
and employees; litigation expenses and any
non-recurring or extraordinary expenses as may
arise, including, without limitation, those
relating to actions, suits or proceedings to
which the Fund is a party and the legal obligation
which the Fund may have to indemnify the Fund's
Board members and officers with respect thereto.
6.No member of the Board, officer or employee of
the Fund shall receive from the Fund any salary
or other compensation as such member of the Board,
officer or employee while he is at the same time a
director, officer, or employee of the Manager or
any affiliated company of the Manager, except as
the Board may decide.  This paragraph shall not
apply to Board members, executive committee members,
consultants and other persons who are not regular
members of the Manager's or any affiliated company's
staff.
7.As compensation for the services performed and the
facilities furnished and expenses assumed by the Manager,
including the services of any consultants retained by
the Manager, the Fund shall pay the Manager, as promptly
as possible after the last day of each month, a fee,
computed daily at an annual rate set forth on Schedule
A annexed hereto, provided however, that if the Fund
invests all or substantially all of its assets in another
registered investment company for which the Manager or an
affiliate of the Manager serves as investment adviser or
investment manager, the annual fee computed as set forth
on such Schedule A shall be reduced by the aggregate
management fees allocated to that Fund for the Fund's
then-current fiscal year from such other registered
investment company.  The first payment of the fee shall
be made as promptly as possible at the end of the month
succeeding the effective date of this Agreement, and shall
constitute a full payment of the fee due the Manager for
all services prior to that date.  If this Agreement is
terminated as of any date not the last day of a month,
such fee shall be paid as promptly as possible after such
date of termination, shall be based on the average daily
net assets of the Fund in that period from the beginning
of such month to such date of termination, and shall be
that proportion of such average daily net assets as the
number of business days in such period bears to the number
of business days in such month.  The average daily net
assets of the Fund shall in all cases be based only on
business days and be computed as of the time of the
regular close of business of the New York Stock Exchange,
or such other time as may be determined by the Board.
8.	The Manager assumes no responsibility under this
Agreement other than to render the services called for
hereunder, in good faith, and shall not be liable for
any error of judgment or mistake of law, or for any
loss arising out of any investment or for any act or
omission in the execution of securities transactions
for the Fund, provided that nothing in this Agreement
shall protect the Manager against any liability to the
Fund to which the Manager would otherwise be subject
by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by
reason of its reckless disregard of its obligations
and duties hereunder.  As used in this Section 8, the
term "Manager" shall include any affiliates of the Manager
performing services for the Fund contemplated hereby and
the partners, shareholders, directors, officers and
employees of the Manager and such affiliates.
9.Nothing in this Agreement shall limit or restrict
the right of any director, officer, or employee of
the Manager who may also be a Board member, officer,
or employee of the Fund, to engage in any other
business or to devote his time and attention in
part to the management or other aspects of any
other business, whether of a similar nature or a
dissimilar nature, nor to limit or restrict the
right of the Manager to engage in any other business
or to render services of any kind, including investment
advisory and management services, to any other fund, firm,
individual or association.  If the purchase or sale of
securities consistent with the investment policies of
the Fund or one or more other accounts of the Manager is
considered at or about the same time, transactions in
such securities will be allocated among the accounts in
a manner deemed equitable by the Manager.  Such
transactions may be combined, in accordance with
applicable laws and regulations, and consistent with
the Manager's policies and procedures as presented to
the Board from time to time.
10.For the purposes of this Agreement, the Fund's "net assets"
shall be determined as provided in the Fund's Prospectus and
Statement of Additional Information and the terms "assignment,"
"interested person," and "majority of the outstanding voting
securities" shall have the meanings given to them by Section 2(a)
of the 1940 Act, subject to such exemptions as may be granted by
the SEC by any rule, regulation or order.
11.This Agreement will become effective with respect to the
Fund on the date set forth on Schedule A annexed hereto,
provided that it shall have been approved by the Fund's
Board and by the shareholders of the Fund in accordance
with the requirements of the 1940 Act and, unless sooner
terminated as provided herein, will continue in effect
until November 30, 2007.  Thereafter, if not terminated,
this Agreement shall continue in effect with respect to
the Fund, so long as such continuance is specifically
approved at least annually
(i) by the Board or
(ii) by a vote of a majority of the outstanding
voting securities of the Fund, provided that in
either event the continuance is also approved by
a majority of the Board members who are not interested
persons of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting
on such approval.
12.This Agreement is terminable with respect to the Fund
without penalty by the Board or by vote of a majority of
the outstanding voting securities of the Fund, in each
case on not more than 60 days' nor less than 30 days'
written notice to the Manager, or by the Manager upon
not less than 90 days' written notice to the Fund, and
will be terminated upon the mutual written consent of
the Manager and the Fund.  This Agreement shall terminate
automatically in the event of its assignment by the Manager
and shall not be assignable by the Fund without the consent
of the Manager.
13.No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and
no material amendment of the Agreement shall be effective
until approved, if so required by the 1940 Act, by vote of
the holders of a majority of the Fund's outstanding voting
securities.
14.This Agreement embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements
 and understandings relating to the subject matter hereof.
Should any part of this Agreement be held or made invalid by
a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.  This
Agreement shall be binding on and shall inure to the benefit
of the parties hereto and their respective successors.
15.This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws
of the State of New York.

[signature page to follow]


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.

INTERMEDIATE MUNI FUND INC.

By:
Name:
Title:


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:
Name:
Title:



Schedule A

Intermediate Muni Fund Inc.

Date:

August 1, 2006

Fee:

The following percentage of the Fund's average daily net assets: 0.55%