EXHIBIT P
SUBSCRIPTION AGREEMENT
Subscription Agreement, dated as of February 4, 2004, between Salomon
Brothers Capital and Income Fund Inc., a corporation organized under the laws of
Maryland (the "Fund") and Citigroup Financial Products Inc. (the "Purchaser").
WHEREAS, the Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund proposes to issue and sell shares of its common stock,
par value $.001 per share (the "Common Stock"), to the public pursuant to a
Registration Statement on Form N-2 (the "Registration Statement") filed with the
Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered investment
company to have a net worth of at least $100,000 before making a public offering
of its securities.
NOW, THEREFORE, the Fund and the Purchaser agree as follows:
1. The Fund offers to sell to the Purchaser, and the Purchaser agrees to
purchase from the Fund, 5,246.590 shares of Common Stock, at a price
of $19.06 per share (the "Shares") on a date, to be specified by the
Fund, prior to the effective date of the Registration Statement.
2. The Purchaser represents and warrants to the Fund that it is acquiring
the Shares for investment purposes only and that the Shares will be
sold only pursuant to a registration statement under the Securities
Act of 1933, as amended, or an applicable exemption from the
registration requirements contained therein.
3. The Purchaser's right under this Subscription Agreement to purchase
the Shares is not assignable.
IN WITNESS WHEREOF, the Fund and the Purchaser have caused their duly
authorized officers to execute this Subscription Agreement as of the date first
above written.
SALOMON BROTHERS CAPITAL AND
INCOME FUND INC.
By: /s/ R. Xxx Xxxxxx
----------------------------
Name: R. Xxx Xxxxxx
Title: Chairman and Chief Executive
Officer
CITIGROUP FINANCIAL PRODUCTS INC.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: President
