EXHIBIT 9(h)
SUB-ADMINISTRATION AGREEMENT
JANUARY 2, 1998
XXXXX XXXXXX MUTUAL FUNDS MANAGEMENT INC.
000 XXXXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
Dear Sirs:
Salomon Brothers Asset Management Inc ("SBAM"), a corporation
organized under the laws of the State of Delaware, confirms its agreement with
Xxxxx Xxxxxx Mutual Funds Management Inc. ("Xxxxx Xxxxxx") with respect to
Salomon Brothers Small Cap Growth Fund (the "Fund"), an investment portfolio of
Salomon Brothers Series Funds Inc (the "Company"), as follows:
1. APPOINTMENT; INVESTMENT DESCRIPTION
The Company employs SBAM as administrator with respect to the
Fund pursuant to an Administration Agreement dated as of January 2, 1998 (the
"Administration Agreement"). Pursuant to Section 1 of the Administration
Agreement, SBAM may delegate some or all of its duties and obligations
thereunder to third parties, provided that such persons remain under the general
supervision of SBAM. SBAM desires to delegate all of its duties and obligations
under the Administration Agreement to Xxxxx Xxxxxx, and SBAM hereby appoints
Xxxxx Xxxxxx as sub-administrator with respect to the Fund. Xxxxx Xxxxxx accepts
this appointment and agrees to furnish services to the Fund as described herein
for the compensation set forth below, it being understood that Xxxxx Xxxxxx
shall at all times remain under the general supervision of SBAM with respect to
its duties to be performed hereunder.
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 Xxxxx Xxxxxx.
2. SERVICES AS ADMINISTRATOR
Subject to the supervision and direction of the Board of
Directors of the Company and SBAM, Xxxxx Xxxxxx 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 Xxxxx Barney's own offices) for providing its
services under this Agreement, statistical and research data, data
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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.
3. COMPENSATION
In consideration of services rendered pursuant to this
Agreement, SBAM will pay Xxxxx Xxxxxx 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 Xxxxx Xxxxxx, 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
Xxxxx Xxxxxx 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
Xxxxx Xxxxxx shall exercise its best judgment in rendering the
services listed in paragraph 2 above. Xxxxx Xxxxxx 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 Xxxxx
Xxxxxx against liability to the Fund or to its shareholders to which Xxxxx
Xxxxxx 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
Xxxxx Barney's reckless disregard of its obligations and duties under this
Agreement.
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6. TERM OF AGREEMENT
This Agreement shall continue in effect for so long as the
Administration Agreement remains in effect between SBAM and the Company. This
Agreement is terminable by either party, without penalty, on 60 days' written
notice to the other.
7. SERVICE TO OTHER COMPANIES OR ACCOUNTS
SBAM understands that Xxxxx Xxxxxx now acts, will continue to
act and may act in the future as administrator to one or more other investment
companies, and SBAM has no objection to Xxxxx Barney's so acting. SBAM
understands that the persons employed by Xxxxx Xxxxxx to assist in the
performance of Xxxxx Barney'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 Xxxxx Xxxxxx or any affiliate of Xxxxx Xxxxxx 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 Asset Management Inc
By:_____________________
Title:
Accepted:
Xxxxx Xxxxxx Mutual Funds Management Inc.
By:_______________________
Title:
