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Exhibit 6(g)
DISTRIBUTION AGREEMENT
April 1996
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 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 Asia Growth 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 First Data
Investor Services Group, Inc. ("First Data", formerly, The Shareholder Services
Group, Inc.), the Fund's transfer agent and dividend disbursing agent, or any
successor to First Data 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,
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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 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
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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 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.
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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 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
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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;
(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
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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:
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Xxxxxxx X. Xxxxxx
President
Accepted:
SALOMON BROTHERS INC
By:
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Xxxxxxx X. Xxxxxx
Managing Director
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EXHIBIT A
DEALER CONTRACT
SALOMON BROTHERS INC
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[Name of Broker-Dealer]
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Ladies and Gentlemen:
We, Salomon Brothers Inc ("Salomon"), have agreements
with certain investment companies for which Salomon Brothers Asset Management
Inc serves as investment adviser (each a "Company") pursuant to which we act as
the distributor for the sale of shares of each Company's capital stock, par
value $.001 per share ("shares"), and as such have the right to distribute
shares for resale. Each Company is an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act") and the
shares being offered to the public are registered under the Securities Act of
1933, as amended (the "1933 Act"). You have received copies of the
Distribution Contract (the "Distribution Contract") between ourselves and each
Company and reference is made herein to certain provisions of the Distribution
Contract. Each Company or, in the case of a series investment company, each
investment portfolio of such Company, together with any other investment
company or investment portfolio thereof which may in the future be included in
the Salomon Brothers Institutional Investment Series is referred to in this
agreement as a "Fund" and collectively as the "Funds." The term "Prospectus",
as used herein, refers to the prospectus and related statement of additional
information (the "Statement of Additional Information") incorporated therein by
reference (as amended or supplemented) on file with the Securities and Exchange
Commission which is part of the most recent effective Registration Statement of
the Fund under the 1933 Act. As principal, we offer to sell to you, as a
dealer, shares of each Fund upon the following terms and conditions:
1. In all sales to the public you shall act as
dealer for your own account, and in no transaction shall you have any authority
to act as agent for the Funds, for us or for any other dealer.
2. Orders received from you will be accepted through
us only at the public offering price per share (i.e. the net asset value per
share applicable to each order), and all orders for redemption of any Fund
shares shall be executed at the net asset value per share, as set forth in the
Prospectus. The procedure relating to the handling of orders shall be subject
to paragraph 4 hereof and instructions which we or the Funds shall
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forward from time to time to you. All orders are subject to acceptance or
rejection by Salomon or each Fund in the sole discretion of either. The
minimum initial purchase and the minimum subsequent purchase shall be as set
forth in the Prospectus of each Fund.
3. You shall not place orders for any shares unless
you have already received purchase orders for those shares at the applicable
public offering price and subject to the terms hereof and of the Distribution
Contracts. You agree that you will not offer or sell any shares except under
circumstances that will result in compliance with the applicable Federal and
state securities laws, the applicable rules and regulations thereunder and the
rules and regulations of applicable regulatory agencies or authorities and that
in connection with sales and offers to sell shares you will furnish to each
person to whom any such sale or offer is made, at or prior to the time of such
sale or offer, a copy of the Prospectus and, upon request, the Statement of
Additional Information, and will not furnish to any person any information
relating to shares which is inconsistent in any respect with the information
contained in the Prospectus or Statement of Additional Information (as then
amended or supplemented). You shall not furnish or cause to be furnished to
any person or display or publish any information or materials relating to the
shares (including, without limitation, promotional materials and sales
literature, advertisements, press releases, announcements, statements, posters,
signs or other similar material), except such information and materials as may
be furnished to you by us or by the Funds, and such other information and
materials as may be approved in writing by us.
4. As a dealer, you are hereby authorized (i) to
place orders directly with the Funds for shares to be resold by us to you
subject to the applicable terms and conditions governing the placement of
orders by us set forth in the Prospectus and the Distribution Contract and (ii)
to tender shares directly to each Fund or its agent for redemption subject to
the applicable terms and conditions governing the redemption of shares
applicable to us set forth in the Prospectus and the Distribution Contract.
5. You shall not withhold placing orders received
from your customers so as to profit yourself as a result of such withholding,
e.g., by a change in the "net asset value" from that used in determining the
offering price to your customers.
6. In determining the amount of any sales concession
payable to you hereunder, we reserve the right to exclude any sales which we
reasonably determine are not made in accordance with the terms of the
Prospectus and the provisions of this Agreement. Unless at the time of
transmitting an order we advise you or the transfer agent to the contrary, the
shares ordered will be deemed to be the total holdings of the specified
investor.
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7. (a) You agree that payment for orders
from you for the purchase of shares will be made in accordance with the terms
of the Prospectus. On or before the business day following the settlement date
of each purchase order for shares, you shall transfer same day funds to an
account designated by us with the transfer agent an amount equal to the public
offering price on the date of purchase of the shares being purchased less your
sales concession, if any, with respect to such purchase order determined in
accordance with the Prospectus. If payment for any purchase order is not
received in accordance with the terms of the Prospectus, we reserve the right,
without notice, to cancel the sale and to hold you responsible for any loss
sustained as a result thereof.
(b) Upon payment for shares in accordance with
paragraph 7(a) above, the transfer agent will issue and transmit to you a
confirmation statement evidencing the purchase of such shares. Any transaction
in uncertificated shares, including purchases, transfers, redemptions and
repurchases, shall be effected and evidenced by book-entry on the records of
the transfer agent.
8. No person is authorized to make any
representations concerning shares except those contained in the current
Prospectus and Statement of Additional Information and in printed information
subsequently issued by us or the Funds as information supplemental to the
Prospectus and the Statement of Additional Information. In purchasing shares
through us you shall rely solely on the representations contained in the
Prospectus, the Statement of Additional Information and the supplemental
information above mentioned.
9. You agree to deliver to each purchaser making
a purchase of shares from you a copy of the Prospectus at or prior to the time
of offering or sale, and, upon request, the Statement of Additional
Information. You may instruct the transfer agent to register shares purchased
in your name and account as nominee for your customers. You agree thereafter
to deliver to any purchaser whose shares you are holding as record holder
copies of the annual and interim reports and proxy solicitation materials and
any other information and materials relating to the Funds and prepared by or on
behalf of us, the Funds or the investment adviser, custodian, transfer agent or
dividend disbursing agent for distribution to such customer. The Funds shall
be responsible for the costs associated with forwarding such reports, materials
and other information and shall reimburse you in full for such costs. You
further agree to make reasonable efforts to endeavor to obtain proxies from
such purchasers whose shares you are holding as record holder. You further
agree to obtain from each customer to whom you sell shares any taxpayer
identification number certification required under Section 3406 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated
thereunder, and to provide us or our designee with timely written notice of any
failure to obtain
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such taxpayer identification number certification in order to enable the
implementation of any required backup withholding in accordance with Section
3406 of the Code and the regulations thereunder. Additional copies of the
Prospectus, Statement of Additional Information, annual or interim reports,
proxy solicitation materials and any such other information and materials
relating to the Funds will be supplied to you in reasonable quantities upon
request.
10. Exchanges (i.e., the investment of the proceeds
from the liquidation of shares of one fund in the shares of another fund, each
of which is managed by the Funds' investment adviser) shall, where available,
be made in accordance with the terms of each Prospectus.
11. We reserve the right in our discretion, without
notice, to suspend sales or withdraw the offering of shares entirely. Each
party hereto has the right to cancel this agreement upon notice to the other
party.
12. We shall have full authority to take such action
as we may deem advisable in respect of all matters pertaining to the continuous
offering of shares. We shall be under no liability to you except for lack of
good faith and for obligations expressly assumed by us herein. Nothing
contained in this paragraph 12 is intended to operate as, and the provisions of
this paragraph 12 shall not in any way whatsoever constitute a waiver by you of
compliance with, any provisions of the 1933 Act or of the rules and regulations
of the Securities and Exchange Commission issued thereunder.
13. You agree that: (a) you shall not effect any
transactions (including, without limitation, any purchases and redemptions) in
any shares registered in the name of, or beneficially owned by, any customer
unless such customer has granted you full right, power and authority to effect
such transactions on his behalf, (b) we shall have full authority to act upon
your express instructions to sell, repurchase or exchange shares through us on
behalf of your customers under the terms and conditions provided in the
Prospectus and (c) we, the Funds, the transfer agent and our and their
respective officers, directors or trustees, agents, employees and affiliates
shall not be liable for, and shall be fully indemnified and held harmless by
you from and against, any and all claims, demands, liabilities and expenses
(including, without limitation, reasonable attorneys' fees) which may be
incurred by us or any of the foregoing persons entitled to indemnification from
you hereunder arising out of or in connection with (i) the execution of any
transactions in shares registered in the name of, or beneficially owned by, any
customer in reliance upon any oral or written instructions believed to be
genuine and to have been given by or on behalf of you, (ii) any statements or
representations that you or your employees make concerning the Funds that are
inconsistent with the applicable Fund's Prospectus and (iii) any sale of
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shares of a Fund where the Fund or its shares were not properly registered or
qualified for sale in any state, any U.S. territory or the District of
Columbia, when we have indicated to you that the Fund or its shares were not
properly registered or qualified. The indemnification agreement contained in
this Paragraph 13 shall survive the termination of this Agreement.
14. You represent that: (a) you are a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD"),
or, if a foreign dealer who is not eligible for membership in the NASD, that
(i) you will not make any sales of shares in, or to nationals of, the United
States of America, its territories or its possessions, and (ii) in making any
sales of shares you will comply with the NASD's Rules of Fair Practice and (b)
you are a member in good standing of the Securities Investor Protection
Corporation ("SIPC"). You agree that you will provide us with timely written
notice of any change in your NASD or SIPC status.
15. We shall inform you as to the states or other
jurisdictions in which each Fund has advised us that shares have been qualified
for sale under, or are exempt from the requirements of, the respective
securities laws of such states, but we assume no responsibility or obligation
as to your qualification to sell shares in any jurisdiction.
16. All communications to us should be sent, postage
prepaid, to 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Attention:
___________. Any notice to you shall be duly given if mailed, telegraphed or
telecopied to you at the address specified by you below. Communications
regarding placement of orders for shares should be sent, postage prepaid, to
First Data Invsetor Services Group, Inc., X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx
00000-0000.
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17. This Agreement shall be binding upon both
parties hereto when signed by us and accepted by you in the space provided
below.
20. This Agreement and the terms and conditions
set forth herein shall be governed by, and construed in accordance with, the
laws of the State of New York.
SALOMON BROTHERS INC
By:
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(Authorized Signature)
Please return one signed copy of this Contract to:
Salomon Brothers Inc
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Accepted:
Firm Name: ________________________________________________
By: _______________________________________________________
Address: __________________________________________________
____________________________________________________________
Accepted By (signature): __________________________________
Name (print): __________________ Title: __________________
Date: ______________________________________________________
