Exhibit 6(f)
DISTRIBUTION AGREEMENT
November 28, 1997
Salomon Brothers Inc
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, Salomon Brothers Series Funds Inc (the "Company"), an
open-end, professionally managed investment company organized as a corporation
under the laws of the State of Maryland, has agreed that Salomon Brothers Inc
("Salomon Brothers") shall be, for the period of this Agreement, the distributor
of shares of Salomon Brothers Total Return Fund (the "Fund"), an investment
portfolio of the Company (the "Shares").
1. Services as Distributor
1.1 Salomon Brothers will act as agent for the distribution of
the Shares covered by the registration statement, prospectus and statement of
additional information then in effect under the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act").
1.2 Salomon Brothers agrees to use its best efforts to solicit
orders for the sale of the Shares at the public offering price, as determined in
accordance with the registration statement, and will undertake such advertising
and promotion as it believes is reasonable in connection with such solicitation.
1.3 All activities by Salomon Brothers as distributor of the
Shares shall comply with all applicable laws, rules and regulations, including,
without limitation, all rules and regulations made or adopted by the Securities
and Exchange Commission (the "SEC") or by any securities association registered
under the Securities Exchange Act of 1934, as amended.
1.4 Salomon Brothers will transmit any orders received by it
for purchase or redemption of shares of the Fund to The Shareholder Services
Group, Inc. ("TSSG"), the Fund's transfer agent and dividend disbursing agent,
or any successor to TSSG of which the Fund has notified Salomon Brothers in
writing.
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1.5 Salomon Brothers acknowledges that, whenever in the
judgment of the Fund's officers such action is warranted for any reason,
including, without limitation, market, economic or political conditions, those
officers may decline to accept any orders for, or make any sales of, the Shares
until such time as those officers deem it advisable to accept such orders and to
make such sales.
1.6 Salomon Brothers will act only on its own behalf as
principal should it choose to enter into selling agreements in the form of
Exhibit A attached hereto with selected dealers or others.
1.7 As compensation for its services hereunder, Salomon
Brothers shall be entitled to such compensation as is described in the Fund's
current registration statement.
2. Duties of the Fund
2.1 The Fund agrees at its own expense to execute any and all
documents, to furnish any and all information and to take any other actions that
may be reasonably necessary in connection with the qualification of the Shares
for sale in those states that Salomon Brothers may designate.
2.2 The Fund shall furnish from time to time, for use in
connection with the sale of the Shares, such information reports with respect to
the Fund and its Shares as Salomon Brothers may reasonably request, all of which
shall be signed by one or more of the Fund's duly authorized officers; and the
Fund warrants that the statements contained in any such reports, when so signed
by one or more of the Fund's officers, shall be true and correct. The Fund shall
also furnish Salomon Brothers upon request with: (a) annual audits of the Fund's
books and accounts made by independent public accountants regularly retained by
the Fund, (b) semiannual unaudited financial statements pertaining to the Fund,
(c) quarterly earnings statements prepared by the Fund, (d) a monthly itemized
list of the securities in the portfolio of the Fund, (e) monthly balance sheets
as soon as practicable after the end of each month and (f) from time to time
such additional information regarding the Fund's financial condition as Salomon
Brothers may reasonably request.
3. Representations and Warranties
The Fund represents to Salomon Brothers that all registration
statements, prospectuses and statements of additional information filed by the
Fund with the SEC under the 1933 Act and the 1940 Act with respect to the shares
of the Fund have been carefully prepared in conformity with the requirements of
the 1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder.
As used in this Agreement the terms "registration statement", "prospectus" and
"statement of additional information" shall mean any registration statement,
prospectus and statement of additional information filed by the Fund with the
SEC and any amendments and supplements thereto which at any time shall have been
filed with the SEC. The Fund represents and warrants to Salomon Brothers that
any registration statement, prospectus and statement of additional information,
when such registration statement becomes effective, will include all statements
required to be contained therein in
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conformity with the 1933 Act, the 1940 Act and the rules and regulations of the
SEC; that all statements of fact contained in any registration statement,
prospectus or statement of additional information will be true and correct when
such registration statement becomes effective; and that neither any registration
statement nor any prospectus or statement of additional information when such
registration statement becomes effective will include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of the
Fund's shares. Salomon Brothers may, but shall not be obligated to, propose from
time to time such amendment or amendments to any registration statement and such
supplement or supplements to any prospectus or statement of additional
information as, in the light of future developments, may, in the opinion of
Salomon Brothers' counsel, be necessary or advisable. If the Fund shall not
propose such amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from Salomon
Brothers to do so, Salomon Brothers may, at its option, terminate this
Agreement. The Fund shall not file any amendment to any registration statement
or supplement to any prospectus or statement of additional information without
giving Salomon Brothers reasonable notice thereof in advance; provided, however,
that nothing contained in this Agreement shall in any way limit the Fund's right
to file at any time such amendments to any registration statement and/or
supplements to any prospectus or statement of additional information, of
whatever character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
4. Indemnification
4.1 The Fund authorizes Salomon Brothers and any dealers with
whom Salomon Brothers has entered into dealer agreements to use any prospectus
or statement of additional information furnished by the Fund from time to time,
in connection with the sale of the Fund's shares. The Fund agrees to indemnify,
defend and hold Salomon Brothers, its several officers and directors, and any
person who controls Salomon Brothers within the meaning of Section 15 of the
1933 Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which Salomon Brothers, its officers and directors, or any such
controlling person, may incur under the 1933 Act, the 1940 Act or common law or
otherwise, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any registration statement, any
prospectus or any statement of additional information, or arising out of or
based upon any omission or alleged omission to state a material fact required to
be stated in any registration statement, any prospectus or any statement of
additional information, or necessary to make the statements in any of them not
misleading; provided, however, that the Fund's agreement to indemnify Salomon
Brothers, its officers or directors, and any such controlling person shall not
be deemed to cover any claims, demands, liabilities or expenses arising out of
or based upon any statements or representations made by Salomon Brothers or its
representatives or agents other than such statements and representations as are
contained in any registration statement, prospectus or statement of additional
information and in such financial and other statements as are furnished to
Salomon Brothers pursuant to paragraph 2.2 hereof; and further provided that the
Fund's agreement to indemnify Salomon Brothers and the Fund's representations
and warranties hereinbefore set forth in paragraph 3 shall not be
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deemed to cover any liability to the Fund or its shareholders to which Salomon
Brothers would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of Salomon
Brothers' reckless disregard of its obligations and duties under this Agreement.
The Fund's agreement to indemnify Salomon Brothers, its officers and directors,
and any such controlling person, as aforesaid, is expressly conditioned upon the
Fund's being notified of any action brought against Salomon Brothers, its
officers or directors, or any such controlling person, such notification to be
given by letter or by telegram addressed to the Fund at its principal office in
New York, New York and sent to the Fund by the person against whom such action
is brought, within ten days after the summons or other first legal process shall
have been served. The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability that the Fund may have to the person against
whom such action is brought by reason of any such untrue or alleged untrue
statement or omission or alleged omission otherwise than on account of the
Fund's indemnity agreement contained in this paragraph 4.1. The Fund's
indemnification agreement contained in this paragraph 4.1 and the Fund's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Salomon Brothers, its officers and directors, or any controlling person, and
shall survive the delivery of any of the Fund's shares. This agreement of
indemnity will inure exclusively to Salomon Brothers' benefit, to the benefit of
its several officers and directors, and their respective estates, and to the
benefit of the controlling persons and their successors. The Fund agrees to
notify Salomon Brothers promptly of the commencement of any litigation or
proceedings against the Fund or any of its officers or directors in connection
with the issuance and sale of any of the Fund's shares.
4.2 Salomon Brothers agrees to indemnify, defend and hold the
Fund, its several officers and directors, and any person who controls the Fund
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
costs of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) that the Fund, its officers or
directors or any such controlling person may incur under the 1933 Act, the 1940
Act or common law or otherwise, but only to the extent that such liability or
expense incurred by the Fund, its officers or directors or such controlling
person resulting from such claims or demands shall arise out of or be based upon
(a) any unauthorized sales literature, advertisements, information, statements
or representations or (b) any untrue or alleged untrue statement of a material
fact contained in information, furnished in writing by Salomon Brothers to the
Fund and used in the answers to any of these items of the registration statement
or in the corresponding statements made in the prospectus or statement of
additional information, or shall arise out of or be based upon any omission or
alleged omission to state a material fact in connection with such information
furnished in writing by Salomon Brothers to the Fund and required to be stated
in such answers or necessary to make such information not misleading. Salomon
Brothers' agreement to indemnify the Fund, its officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned upon Salomon
Brothers' being notified of any action brought against the Fund, its officers or
directors, or any such controlling person, such notification to be given by
letter or telegram addressed to Salomon Brothers at its principal office in New
York, New York and sent to Salomon Brothers by the person against whom such
action is brought, within ten days after the
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summons or other first legal process shall have been served. The failure so to
notify Salomon Brothers of any such action shall not relieve Salomon Brothers
from any liability that Salomon Brothers may have to the Fund, its officers or
directors, or to such controlling person by reason of any such untrue or alleged
untrue statement or omission or alleged omission otherwise than on account of
Salomon Brothers' indemnity agreement contained in this paragraph 4.2. Salomon
Brothers agrees to notify the Fund promptly of the commencement of any
litigation or proceedings against Salomon Brothers or any of its officers or
directors in connection with the issuance and sale of any of the Fund's shares.
4.3 In case any action shall be brought against any
indemnified party under paragraph 4.1 or 4.2, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish to do so, to
assume the defense thereof with counsel satisfactory to such indemnified party.
If the indemnifying party opts to assume the defense of such action, the
indemnifying party will not be liable to the indemnified party for any legal or
other expenses subsequently incurred by the indemnified party in connection with
the defense thereof other than (a) reasonable costs of investigation or the
furnishing of documents or witnesses and (b) all reasonable fees and expenses of
separate counsel to such indemnified party if (i) the indemnifying party and the
indemnified party shall have agreed to the retention of such counsel or (ii) the
indemnified party shall have concluded reasonably that representation of the
indemnifying party and the indemnified party by the same counsel would be
inappropriate due to actual or potential differing interests between them in the
conduct of the defense of such action.
5. Effectiveness of Registration
None of the Shares shall be offered by either Salomon Brothers
or the Fund under any of the provisions of this Agreement and no orders for the
purchase or sale of the Shares hereunder shall be accepted by the Fund if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the 1933 Act or if and so long as a current prospectus as required by Section
5(b)(2) of the 1933 Act is not on file with the SEC; provided, however, that
nothing contained in this paragraph 5 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to repurchase its Shares
from any shareholder in accordance with the provisions of the Fund's prospectus,
statement of additional information or articles of incorporation.
6. Notice to Salomon Brothers
The Fund agrees to advise Salomon Brothers immediately in
writing:
(a) of any request by the SEC for amendments to the
registration statement, prospectuses or statements of additional information
then in effect or for additional information;
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(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement, prospectus or
statement of additional information then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration statement, prospectus or
statement of additional information then in effect or that requires the making
of a change in such registration statement, prospectus or statement of
additional information in order to make the statements therein not misleading;
and
(d) of all actions of the SEC with respect to any amendment to
any registration statement, prospectus or statement of additional information
which may from time to time be filed with the SEC.
7. Term of Agreement
This Agreement shall continue for two years from the date
hereof and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
(i) the Company's Board of Directors with respect to the Fund, or (ii) by a vote
of a majority (as defined in the 0000 Xxx) of the Fund's outstanding voting
securities, provided that in either event the continuance is also approved by
the majority of the Directors of the Company who are not interested persons (as
defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
is terminable, without penalty, on 60 days' notice by the Company's Board of
Directors, by vote of the holders of a majority of the Fund's shares, or on 90
days' notice by Salomon Brothers. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act).
8. Miscellaneous
The Fund recognizes that directors, officers and
employees of Salomon Brothers may from time to time serve as directors,
trustees, officers and employees of corporations and business trusts (including
other investment companies) and that such other corporations and trusts may
include the name "Salomon" or "Salomon Brothers" as part of their names, and
that Salomon Brothers or its affiliates may enter into distribution or other
agreements with such other corporations and trusts. If Salomon Brothers, or an
affiliate, ceases to act as the distributor of the Fund's shares, the Fund
agrees that, at Salomon Brothers' request, the Fund's license to use the words
"Salomon Brothers" will terminate and that the Fund will take all necessary
action to change the name of the Fund to a name not including the words
"Salomon" or "Salomon Brothers."
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Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance thereof at the place below
indicated, whereupon it shall become a binding agreement between us.
Very truly yours,
SALOMON BROTHERS SERIES FUNDS INC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
Accepted:
SALOMON BROTHERS INC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Managing Director
