Investment Management Agreement (2004)Full Document 

Start of Preview
                         INVESTMENT MANAGEMENT AGREEMENT

                  SALOMON BROTHERS CAPITAL AND INCOME FUND INC.
                            300 First Stamford Place
                           Stamford, Connecticut 06902

                                                              January [__], 2004


Salomon Brothers Asset Management Inc
300 First Stamford Place
Stamford, Connecticut 06902

Dear Sirs:

        This will confirm the agreement between the undersigned (the "Fund") and
you (the "Investment Manager") as follows:

        1. The Fund is a newly organized, closed-end, non-diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund proposes to engage in the business of
investing and reinvesting its assets in the manner and in accordance with the
investment objective and limitations specified in the Fund's Articles of
Incorporation, as amended (the "Articles") and the currently effective
prospectus, including the documents incorporated by reference therein (the
"Prospectus"), relating to the Fund included in the Fund's Registration
Statement, as amended from time to time (the "Registration Statement"), filed by
the Fund under the 1940 Act, and the Securities Act of 1933, as amended. Copies
of the documents referred to in the preceding sentence have been furnished to
the Investment Manager. Any amendments to these documents shall be furnished to
the Investment Manager.

        2. The Fund employs the Investment Manager to (a) make investment
strategy decisions for the Fund, (b) manage the investing and reinvesting of the
Fund's assets as specified in Paragraph 1, (c) place purchase and sale orders on
behalf of the Fund, (d) provide continuous supervision of the Fund's investment
portfolio, (e) provide or procure the provision of research and statistical data
in relation to investing and other matters within the scope of the investment
objectives and limitations of the Fund and (f) provide the following services
for the Fund: (A) compliance with the rules and regulations of the Securities
and Exchange Commission, including record keeping, reporting requirements and
preparation of registration statements and proxies to the extent such records,
reports and documents are not maintained or furnished by the Fund's transfer
agent, custodian, administrator or other agents employed by the Fund; (B)
supervision of Fund operations, including coordination of functions of the
transfer agent, custodian, accountants, counsel and other parties performing
services or operational functions for the Fund; (C) administrative and clerical
services, including accounting services, development of new shareholder services
and maintenance of books and records to the extent such services are not
otherwise provided by the Fund's transfer agent, custodian, administrator or
other agents employed by the Fund; and (D) services to Fund shareholders,
including responding to shareholder inquiries and maintaining a flow of
information to shareholders. The Investment



                                                                               2

Manager shall have the sole ultimate discretion over investment decisions for
the Fund. At the Investment Manager's own expense and subject to its

End of Preview