Subadvisory Agreement (2006)Full Document 

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                      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 Salomon Brothers
Capital and Income 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. The 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

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