Exhibit d(2)
SALOMON BROTHERS OPPORTUNITY FUND INC
Amendment No. 1 to the Management Contract
This Amendment No. 1, dated as of February __, 1998, is
entered into by and among Salomon Brothers Opportunity Fund Inc (the "Fund") and
Salomon Brothers Asset Management Inc ("Adviser").
WHEREAS, the Fund and Adviser have entered into a Management
Contract dated as of November 28, 1997 (the "Agreement"); and
WHEREAS, the Fund and Adviser now desire to amend the
Agreement in order to modify clause number eight relating to the rights of the
parties to terminate the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Section 8 of the Agreement is hereby amended by deleting
the second sentence of section 8 and inserting in place of the second sentence
the following:
This contract may be terminated at any time, without the
payment of any penalty, by a vote of a majority of Fund's entire Board of
Directors on 30 days' written notice to Adviser or by Adviser on 60 days'
written notice to Fund.
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. 1 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. 1.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 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: ______________________________________
TITLE: ___________________________________
SALOMON BROTHERS ASSET MANAGEMENT INC
BY: ______________________________________
TITLE: ___________________________________
