SUBADVISORY CONSULTING AGREEMENT
Agreement dated July __, 2003, by and between SALOMON BROTHERS ASSET
MANAGEMENT INC, a Delaware Corporation ("SBAM") and CITIGROUP ASSET MANAGEMENT
LIMITED, a company incorporated under the laws of England ("CAM Limited").
WHEREAS, pursuant to the Investment Management Agreement dated as of
July __, 2003 between SBAM and Salomon Brothers Global High Income Fund Inc.(the
"Management Agreement"), SBAM is the Investment Manager to the Salomon Brothers
Global High Income Fund Inc. (the "Fund"), an closed-end management investment
company;
WHEREAS, SBAM desires to retain CAM Limited to assist SBAM in furnishing
certain investment services to the Fund;
NOW, THEREFORE, in consideration of the mutual agreements herein made, SBAM
and CAM Limited agree as follows:
1. SBAM hereby employs CAM Limited to serve as Sub-Adviser Consultant to
SBAM with respect to such portion of the assets of the Fund as SBAM shall
allocate (the "Designated Portion"), it being contemplated that all of such
assets are to be invested in foreign currencies and the non-dollar denominated
debt securities of non-U.S. issuers. CAM Limited will have full power to direct
the investment and reinvestment of the assets of the Designated Portion of the
Fund in accordance with the requirements of the Management Contract. CAM Limited
hereby accepts such employment and agrees, for the compensation herein provided,
to assume all obligations herein set forth.
2. SBAM will pay CAM Limited, as full compensation for all services
provided under this Subadvisory Consulting Agreement, a portion of the fee (such
portion herein referred to as the "Subadvisory Consulting Fee") payable to SBAM
under the Management Contract. The Subadvisory Consulting Fee shall be an amount
equal to the fee payable under the Management Contract multiplied by the current
value of the net assets of the Designated Portion of the Fund and divided by the
current value of the net assets of the Fund. The Subadvisory Consulting Fee
shall be accrued for each calendar day in the period commencing as of the date
first above written and ending on the date on which this Subadvisory Consulting
Agreement terminates and the sum of the daily fee accruals shall be paid to CAM
Limited by SBAM at such times and for such periods as CAM Limited and SBAM shall
agree.
3. This Agreement shall become effective as of the date first above written
and shall remain in force for two years from the date hereof, and for such
successive annual periods thereafter but only so long as each such continuance
is specifically approved at least annually by (1) a vote of the holders of a
majority of the outstanding voting securities of the Fund (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) or by the Company's
Board of Directors and (2) a majority of the Directors of the Company who are
not parties to this Agreement or interested persons of any such parties (other
than as Directors of the Company), by vote cast in person at a meeting duly
called for the purpose of voting on such approval.
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4. This Agreement may be terminated at any time without the payment of any
penalty: (1) by a vote of a majority of the entire Board of Directors of the
Company on sixty (60) days' written notice to CAM Limited and SBAM; (2) by vote
of the holders of a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act); or (3) by CAM Limited or SBAM on 60 days' written
notice to the Company.
This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the 1940 Act and the rules thereunder.
5. Nothing contained herein shall limit the obligations of SBAM under the
Management Agreement.
6. To the extent that state law is not preempted by the provisions of any
law of the United States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be administered, construed and
enforced in accordance with the laws of the State of New York.
7. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Subadvisory
Consulting Agreement to be executed by their officers thereunto duly authorized.
SALOMON BROTHERS ASSET MANAGEMENT INC
By: /s/
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Name:
Title:
CITIGROUP ASSET MANAGEMENT
LIMITED
By: /s/
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Name:
Title:
