ADMINISTRATION AGREEMENT
[DATE]
SALOMON BROTHERS ASSET MANAGEMENT INC
0 XXXXX XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
Dear Sirs:
[NAME OF FUND] (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 the portfolios listed on Exhibit A
attached hereto (each a "Fund" and collectively the "Funds") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Funds desire to employ their 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 Funds employ 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 Funds'
operations except those performed by the Funds' Adviser under their investment
advisory agreements; (b) supply the Funds 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 Funds, 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 Funds, 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 Funds 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 Funds' 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 Funds' 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 Funds 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 Xxxxxxx 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 Funds' 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
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.
6. TERM OF AGREEMENT
This Agreement shall continue automatically (unless terminated as provided
herein)for two years from the date hereof for successive annual periods provided
that such continuance is specifically approved at least annually by the Board of
Directors of the Company. This Agreement is terminable, without penalty, on 60
days' written notice, by the Board of Directors of the Company or, with respect
to any Fund, by vote of holders of a majority of such Fund's shares, or upon 90
days' written notice, by SBAM.
7. SERVICE TO OTHER COMPANIES OR ACCOUNTS
The Company 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
Company has no objection to SBAM's so acting. The Company 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.
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,
[Name of Fund]
By: ___________________________
Title:_________________________
Accepted:
Salomon Brothers Asset Management Inc
By: __________________________________
Title:________________________________
