Exhibit 9(g)
ADMINISTRATION AGREEMENT
JANUARY 2, 1998
SALOMON BROTHERS ASSET MANAGEMENT INC
0 XXXXX XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
Dear Sirs:
Salomon Brothers Series Funds Inc (the "Company"), a
corporation organized under the laws of the State of Maryland, confirms its
agreement with Salomon Brothers Asset Management Inc ("SBAM") with respect to
Salomon Brothers Small Cap Growth Fund, an investment portfolio of the Company
(the "Fund"), as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Fund desires to employ its capital by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in the Articles of Incorporation of the Company, as amended from time
to time, in its Prospectus and Statement of Additional Information as from time
to time in effect, and in such manner and to the extent as may from time to time
be approved by the Board of Directors of the Company. Copies of the Fund's
Prospectus, Statement of Additional Information and the Articles of
Incorporation of the Company have been submitted to SBAM. The Company employs
SBAM as investment adviser with respect to the Fund and desires to employ and
hereby appoints SBAM as administrator with respect to the Fund. SBAM accepts
this appointment and agrees to furnish services for the compensation set forth
below. SBAM is hereby authorized to retain third parties and is hereby
authorized to delegate some or all of its duties and obligations hereunder to
such persons provided that such persons shall remain under the general
supervision of SBAM.
2. SERVICES AS ADMINISTRATOR
Subject to the supervision and direction of the Board of
Directors of the Company, SBAM will (a) assist in supervising all aspects of the
Fund's operations except those performed by SBAM under its investment advisory
agreement with respect to the Fund; (b) supply the Fund with office facilities
(which may be SBAM's own offices) for providing its services under this
Agreement, statistical and research data, data processing services, clerical,
accounting and bookkeeping services, including but not limited to, the
calculation of the net asset value of shares of the Fund, the calculation of
applicable contingent deferred sales charges and similar fees and charges, the
calculation of distribution fees, internal auditing and legal services, internal
executive and administrative services, and stationary and office supplies; and
(c) prepare Board materials, reports to the shareholders of the Fund, tax
returns and reports to and filings with the Securities and Exchange Commission
and state blue sky authorities.
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3. COMPENSATION
In consideration of services rendered pursuant to this
Agreement, the Fund will pay SBAM on the first business day of each month a fee
for the previous month at an annual rate of 0.05% of the Fund's average daily
net assets. Upon any termination of this Agreement before the end of any month,
the fee for such part of the month shall be prorated according to the proportion
which such period bears to the full monthly period and shall be payable upon the
date of termination of this Agreement. For the purpose of determining fees
payable to SBAM, the value of the Fund's net assets shall be computed at the
times and in the manner specified in the Prospectus and Statement of Additional
Information as from time to time in effect.
4. EXPENSES
SBAM will bear all expenses in connection with the performance
of its services under this Agreement. The Fund will bear certain other expenses
to be incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any; fees of Directors of the Company who are not officers,
directors, or employees of Salomon Brothers Inc, Xxxxx Xxxxxx Inc. or SBAM;
Securities and Exchange Commission fees and state blue sky qualification fees;
charges of custodians and transfer and dividend disbursing agents; the Fund's
and Board members' proportionate share of insurance premiums, professional
association dues and/or assessments; outside auditing and legal expenses, costs
of maintenance of corporate existence; costs attributable to investor services,
including without limitation, telephone and personnel expenses; costs of
preparing and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings, and meetings of the officers or Board of
Directors of the Company; and any extraordinary expenses.
5. STANDARD OF CARE
SBAM shall exercise its best judgment in rendering the
services listed in paragraph 2 above. SBAM shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates provided that nothing in this
Agreement shall be deemed to protect or purport to protect SBAM against
liability to the Fund or to its shareholders to which SBAM would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or by reason of SBAM's reckless disregard
of its obligations and duties under this Agreement.
6. TERM OF AGREEMENT
This Agreement shall continue automatically (unless terminated
as provided herein) for two years from the date hereof and thereafter for
successive annual periods provided that such continuance is specifically
approved at least annually by the Board of Directors of the Company. This
Agreement is terminable, without penalty, on 60 days' written notice, by the
Board of Directors of the Company or by
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vote of holders of a majority of the Fund's shares, or upon 90 days' written
notice, by SBAM.
7. SERVICE TO OTHER COMPANIES OR ACCOUNTS
The Fund understands that SBAM now acts, will continue to act
and may act in the future as administrator to one or more other investment
companies, and the Fund has no objection to SBAM's so acting. The Fund
understands that the persons employed by SBAM to assist in the performance of
SBAM's duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the right of SBAM
or any affiliate of SBAM to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
[End of Text]
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If the foregoing is in accordance with your understanding,
kindly indicate your acceptance hereof by signing and returning to us the
enclosed copy hereof.
Very truly yours,
Salomon Brothers Series Funds Inc
By:
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Title:
Accepted:
Salomon Brothers Asset Management Inc
By:
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Title:
