0001193125-04-161588 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • September 24th, 2004 • Salomon Brothers Variable Rate Strategic Fund Inc. • Massachusetts

This Agreement is made as of June 29, 2001 by and among each management investment company identified on Appendix A hereto (each such management investment company and each management investment company made subject to this Agreement in accordance with Section 17.5 below, shall hereinafter be referred to as (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

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Contract
Master Selected Dealer Agreement • September 24th, 2004 • Salomon Brothers Variable Rate Strategic Fund Inc. • New York
MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (including Multiple Syndicate Offerings), Standby Underwritings and Exempt Offerings (other than Offerings of Municipal Securities)
Master Agreement • September 24th, 2004 • Salomon Brothers Variable Rate Strategic Fund Inc. • New York

From time to time Salomon Smith Barney Inc. (“Salomon Smith Barney”) may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale (an “Offering”) to which this Master Agreement Among Underwriters (the “Salomon Smith Barney Master AAU”) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a “Wire” and collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire”. You and we hereby agree that by the terms hereof the provisions of this Salomo

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 24th, 2004 • Salomon Brothers Variable Rate Strategic Fund Inc.

Subscription Agreement, dated as of September [ ], 2004, between Salomon Brothers Variable Rate Strategic Fund Inc., a corporation organized under the laws of Maryland (the “Fund”) and Citigroup Financial Products Inc. (the “Purchaser”).

INVESTMENT MANAGEMENT AGREEMENT SALOMON BROTHERS VARIABLE RATE STRATEGIC FUND INC. Stamford, Connecticut 06902
Investment Management Agreement • September 24th, 2004 • Salomon Brothers Variable Rate Strategic Fund Inc. • New York
TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • September 24th, 2004 • Salomon Brothers Variable Rate Strategic Fund Inc. • New York

THIS AGREEMENT, dated as of this day of October, 2004 between SALOMON BROTHERS VARIABLE RATE STRATEGIC FUND INC. (the “Fund”), a Maryland corporation having its principal place of business at 125 Broad Street, New York, New York 10004 and PFPC INC. (“PFPC”), a Massachusetts corporation having its principal offices at 4400 Computer Drive, Westboro, Massachusetts 01581.

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