0000914851-06-000156 Sample Contracts

Salomon Brothers Opportunity Fund Board Approval of Management Agreement (unaudited) On June 23, 2005, Citigroup Inc. entered into a definitive agreement (the "Transaction Agreement") with Legg Mason, Inc. ("Legg Mason") under which Citigroup agreed...
Management Agreement • April 27th, 2006 • Salomon Brothers Opportunity Fund Inc

On June 23, 2005, Citigroup Inc. entered into a definitive agreement (the "Transaction Agreement") with Legg Mason, Inc. ("Legg Mason") under which Citigroup agreed to sell substantially all of its asset management business, Citigroup Asset Management ("CAM"), which includes Salomon Brothers Asset Management Inc., (the "Adviser"), to Legg Mason in exchange for the broker-dealer and investment banking businesses of Legg Mason and certain other considerations (the "Transaction"). The Transaction closed on December 1, 2005. The consummation of the Transaction resulted in the automatic termination of the Fund's then current management agreement (the "Prior Management Agreement") in accordance with the Investment Company Act of 1940, as amended (the "1940 Act"). Prior to the closing of the Transaction, the Fund's Board approved a new management agreement between the Fund and the Adviser (the "Current Management Agreement") and authorized the Fund's officers to submit the Current Management

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