FORM OF ADMINISTRATION AGREEMENT
JANUARY 2, 1998
SALOMON BROTHERS ASSET MANAGEMENT INC
0 XXXXX XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
Dear Sirs:
Salomon Brothers Variable 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
[name of Portfolio] (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
Company's Articles of Incorporation, as amended from time to time, in the
Company's Prospectus(es) and Statement(s) 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 Company's
Prospectus, Statement of Additional Information and the Articles of
Incorporation have been submitted to SBAM. The Fund employs SBAM (in such
capacity, the "Adviser") as its investment adviser and desires to employ and
hereby appoints SBAM as its administrator. 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 the Fund's Adviser under its investment
advisory agreement; (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
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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.
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 .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 Fund who are not officers,
directors, or employees of Salomon Brothers Inc., Xxxxx Xxxxxx Inc., the Adviser
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 Fund; 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.
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6. TERM OF AGREEMENT
This Agreement shall continue automatically (unless terminated as
provided herein) for successive annual periods provided that such continuance is
specifically approved at least annually by the Board of Directors of the Fund.
This Agreement is terminable, without penalty, on 60 days' written notice, by
the Board of Directors of the Company or by 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.
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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 Variable Series
Funds Inc
By: ___________________________
Title:_________________________
Accepted:
Salomon Brothers Asset Management Inc
By: __________________________________
Title:________________________________
