PURCHASE AGREEMENT
Salomon Brothers Variable Series Funds Inc (the "Company"), a
Maryland corporation, and Salomon Brothers Asset Management Inc ("SBAM"), a
Delaware corporation, hereby agree as follows:
1. The Company hereby offers SBAM and SBAM hereby purchases
one (1) share of the capital stock of each of the Variable Strategic Bond
Fund, the Variable Investors Fund and the Variable Capital Fund, and
9,997 shares of the capital stock of the Investors Fund, (par value $.001 per
share) for consideration of $10.00 per share (collectively, the "Shares"). SBAM
hereby acknowledges receipt of a purchase confirmation reflecting the purchase
of the Shares, and the Company hereby acknowledges receipt from SBAM of funds in
the amount of $100,000.00 in full payment for the Shares.
2. SBAM represents and warrants to the Company that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.
3. SBAM agrees that if it or any direct or indirect transferee
of any of the Shares redeems any of the Shares prior to the fifth anniversary of
the date the Company begins its investment activities, SBAM will pay to the
Company an amount equal to the number resulting from multiplying the Company's
total unamortized organizational expenses by a fraction, the numerator of which
is equal to the number of Shares redeemed by SBAM or such transferee and the
denominator of which is equal to the number of Shares outstanding as of the date
of such redemption, as long as the administration position of the staff of the
Securities Exchange Commission requires such reimbursement.
2
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the __th day of December, 1997.
SALOMON BROTHERS VARIABLE SERIES FUNDS
INC
Attest:
_______________________ By:__________________________
Xxxxxxx X. Xxxxxx
President
(SEAL)
SALOMON BROTHERS ASSET MANAGEMENT INC
Attest:
_______________________ By:__________________________
Xxxxxxx X. Xxxxxx
President
