Management Agreement (2006)Full Document 

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                      MANAGEMENT AGREEMENT
              Legg Mason Partners Fund Advisor, LLC

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

    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"))

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