DISTRIBUTION AGREEMENT
January 2, 1998
Salomon Brothers Asset Management 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 Variable 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 ("SBI") shall be, for the period of this Agreement, the distributor
of shares (the "Shares") of Salomon Brothers Variable U.S. Government Income
Fund, Salomon Brothers Variable High Yield Bond Fund, Salomon Brothers Variable
Strategic Bond Fund, Salomon Brothers Variable Total Return Fund, Salomon
Brothers Variable Asia Growth Fund, Salomon Brothers Variable Investors Fund,
and Salomon Brothers Variable Capital Fund (each a "Fund" and, collectively, the
"Funds"), each an investment portfolio of the Company.
1. Services as Distributor
1.1 SBI 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 SBI 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 SBI 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 SBI will transmit any orders received by it for purchase or
redemption of shares of any Fund to First Data Investor Services Group, Inc.
("First Data"), the Funds'
2
transfer agent and dividend disbursing agent, or any successor to First Data of
which any Fund has notified SBI in writing.
1.5 SBI acknowledges that, whenever in the judgment of any 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 SBI 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, SBI shall be
entitled to such compensation as is described in the Funds' current registration
statement.
2. Duties of the Funds
2.1 Each 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 SBI may designate.
2.2 Each Fund shall furnish from time to time, for use in
connection with the sale of the Shares, such information reports with respect to
a Fund and its Shares as SBI may reasonably request, all of which shall be
signed by one or more of the Fund's duly authorized officers; and each Fund
warrants that the statements contained in any such reports, when so signed by
one or more of a Fund's officers, shall be true and correct. Each Fund shall
also furnish SBI upon request with: (a) annual audits of its books and accounts
made by independent public accountants regularly retained by each Fund, (b)
semiannual unaudited financial statements pertaining to each Fund, (c) quarterly
earnings statements prepared by each 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 each Fund's financial condition as SBI may
reasonably request.
3. Representations and Warranties
Each Fund represents to SBI that all registration statements,
prospectuses and statements of additional information filed by any Fund with the
SEC under the 1933 Act and the 1940 Act with respect to the shares of any 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 any Fund with the
SEC and any amendments and supplements thereto which at any time shall have been
filed with the SEC.
3
Each Fund represents and warrants to SBI 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 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 materially 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 a Fund's shares. SBI 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 SBI's counsel, be necessary or advisable. If any Fund
shall not propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by such Fund of a written request from SBI to
do so, SBI may, at its option, terminate this Agreement as to that Fund. No Fund
shall file any amendment to any registration statement or supplement to any
prospectus or statement of additional information without giving SBI reasonable
notice thereof in advance; provided, however, that nothing contained in this
Agreement shall in any way limit any 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 such Fund may
deem advisable, such right being in all respects absolute and unconditional.
4. Indemnification
4.1 Each Fund authorizes SBI and any dealers with whom SBI has
entered into dealer agreements to use any prospectus or statement of additional
information furnished by a Fund from time to time, in connection with the sale
of a Fund's shares. Each Fund agrees to indemnify, defend and hold SBI, its
several officers and directors, and any person who controls SBI 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 SBI, 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, in light of the circumstances under which they were made, not
misleading; provided, however, that no Fund's agreement to indemnify SBI, its
officers or directors, and any such controlling person shall be deemed to cover
any claims, demands, liabilities or expenses arising out of or based upon any
statements or representations made by SBI 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 SBI pursuant to paragraph 2.2
hereof; and further provided that neither any Fund's agreement to
4
indemnify SBI, nor any Fund's representations and warranties hereinbefore set
forth in paragraph 3 shall be deemed to cover any liability to any Fund or its
shareholders to which SBI would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of SBI's reckless disregard of its obligations and duties under this
Agreement. Each Fund's agreement to indemnify SBI, its officers and directors,
and any such controlling person, as aforesaid, is expressly conditioned upon
such Fund being notified of any action brought against SBI, its officers or
directors, or any such controlling person, such notification to be given by
letter or by telegram addressed to such Fund at its principal office in New
York, New York and sent to such 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 any Fund of any such action shall not
relieve such Fund from any liability that such 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
such Fund's indemnity agreement contained in this paragraph 4.1. Each Fund's
indemnification agreement contained in this paragraph 4.1 and each 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
SBI, its officers and directors, or any controlling person, and shall survive
the delivery of any of such Fund's shares. This agreement of indemnity will
inure exclusively to SBI's 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. Each Fund agrees to notify SBI promptly of the
commencement of any litigation or proceedings against such Fund or any of its
officers or directors in connection with the issuance and sale of any of such
Fund's shares.
4.2 SBI agrees to indemnify, defend and hold each Fund, its
several officers and directors, and any person who controls any 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 any 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 such 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 SBI to such Fund and used in
the answers to any of the 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 SBI to such Fund and required to be stated in such answers or
necessary to make such information not misleading. SBI's agreement to indemnify
any Fund, its officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon SBI being notified of any action
brought against such Fund, its officers or directors, or any such controlling
person, such notification to be given by letter or telegram addressed to SBI at
its principal office in New York, New York and sent to SBI 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 SBI of any such
action
5
shall not relieve SBI from any liability that SBI may have to any 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 SBI's indemnity agreement contained in this paragraph 4.2.
SBI agrees to notify each Fund promptly of the commencement of any litigation or
proceedings against SBI or any of its officers or directors in connection with
the issuance and sale of any 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 SBI or any 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 any 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 any Fund's obligation to repurchase its Shares from any
shareholder in accordance with the provisions of such Fund's prospectus,
statement of additional information or articles of incorporation.
6. Notice to SBI
Each Fund agrees to advise SBI 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;
(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;
6
(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, in light of the
circumstances under which they were made, 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 each Fund, or (ii) by a vote of a
majority (as defined in the 0000 Xxx) of each 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 as to any Fund, without penalty, on 60 days' notice by the
Company's Board of Directors, by vote of the holders of a majority of such
Fund's shares, or on 90 days' notice by SBI. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act).
8. Miscellaneous
Each Fund recognizes that directors, officers and employees of
SBI 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 SBI or its affiliates may
enter into distribution or other agreements with such other corporations and
trusts. If SBI, or an affiliate, ceases to act as the distributor of any Fund's
shares, the Fund agrees that, at SBI's request, such Fund's license to use the
words "Salomon Brothers" will terminate and it will take all necessary action to
change the name of such Fund to a name not including the words "Salomon" or
"Salomon Brothers."
7
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 VARIABLE SERIES
FUNDS INC
By:
---------------------------------------
Xxxxxxx X. Xxxxxx
President
Accepted:
SALOMON BROTHERS INC
By:
------------------------------
