ASSIGNMENT AND ASSUMPTION OF CONTRACT THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of the 14th day of March 2003, between Smith Barney Global Capital Management Inc., a Delaware corporation (Assignor) and Citigroup Asset Management Limited, a...

            ASSIGNMENT AND ASSUMPTION OF CONTRACT



     THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of
the  14th  day  of March 2003, between Xxxxx  Xxxxxx  Global
Capital  Management Inc., a Delaware corporation  (Assignor)
and  Citigroup  Asset Management Limited, a private  Limited
Company incorporated in England and Wales (Assignee).

     WHEREAS  Assignor is party to a sub-investment advisory
agreement,  dated March 21, 1994, by and among Xxxxx  Xxxxxx
Income Funds on behalf of Xxxxx Xxxxxx Diversified Strategic
Income  Fund,  Xxxxx  Xxxxxx Fund  Management  LLC  and  the
Assignor (the Agreement) and wishes to assign such Agreement
to the Assignee.

     NOW,  THEREFORE,  for good and valuable  consideration,
the  receipt and sufficiency of which is hereby acknowledged
and confirmed, the parties hereto agree as follows:

     1.     Assignment.  Assignor  does  hereby  assign   to
Assignee  all rights, interests and benefits of the Assignor
under the Agreement.

     2.    Assumption. Assignee hereby accepts the foregoing
assignment of each such Agreement and assumes and undertakes
to  discharge, perform and be liable for such obligations of
Assignor under the Agreement for the period beginning on the
date hereof.

     3.   Consents. If the parties the Agreement execute the
acknowledgment   on   the  signature   page   hereto,   such
acknowledgment  shall  release Assignor  from  any  and  all
obligations under the Agreement for the period beginning  on
the date hereof.

     4.    Miscellaneous. This Assignment and Assumption may
be executed in separate counterparts, each of which shall be
deemed   an  original  and  all  of  which  taken   together
constitute one and the same instrument.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly
executed this Assignment and Assumption as of the date first
written above.


CITIGROUP  ASSET                               XXXXX  XXXXXX
GLOBAL
MANAGEMENT LIMITED                      CAPITAL MANAGEMENT,
                                        INC.


By:                 ___                 By:
Name:                                        Name:
Title:                                       Title:




Acknowledged and Agreed
as of the date hereof:

XXXXX XXXXXX INCOME FUNDS, on behalf of
XXXXX XXXXXX DIVERSIFIED STRATEGIC INCOME FUND



By:
Name:
Title:



XXXXX XXXXXX FUND MANAGEMENT LLC



By:
Name:
Title: