Exhibit d(3)
SALOMON BROTHERS OPPORTUNITY FUND INC
Amendment No. 2 to the Management Contract
This Amendment No. 2, dated as of October 1, 2003, is entered
into by and among Salomon Brothers Opportunity Fund Inc ("Fund") and Salomon
Brothers Asset Management Inc ("Adviser").
WHEREAS, Fund and Adviser have entered into a Management
Contract dated as of November 28, 1997, as amended February, 1998 (the
"Agreement"); and
WHEREAS, Fund and Adviser now desire to amend the Agreement in
order to modify paragraph 6 of the Agreement relating to the fee to be paid to
Adviser in consideration of the services rendered by Adviser to Fund;
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Paragraph 6 of the Agreement is hereby amended by deleting
the first sentence of paragraph 6 and inserting the following:
In consideration of the services to be rendered by Adviser
under this Contract, Fund shall pay Adviser a monthly fee on the first business
day of each month, equal to 1/12 of 0.75% of the average daily closing value of
Fund's net assets during the next preceding month.
2. Except to the extent amended hereby, the Agreement shall
remain unchanged and in full force and effect, and is hereby ratified and
confirmed in all respects as amended hereby.
3. This Amendment No. 2 may be executed in counterparts each
of which shall be deemed to be an original but all of which together shall
constitute one and the same Amendment No. 2.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be executed by their respective officers thereto duly
authorized effective as of the day and year first above written.
SALOMON BROTHERS OPPORTUNITY FUND INC
BY:
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SALOMON BROTHERS ASSET MANAGEMENT INC
BY:
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