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SUB-ADMINISTRATION AGREEMENT
JANUARY 1, 2000
SSB CITI FUND MANAGEMENT LLC
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 SSB Citi
Fund Management LLC ("SSBC") with respect to Salomon Brothers Fund Inc (the
"Company"), as follows:
1. APPOINTMENT; INVESTMENT DESCRIPTION
The Company employs SBAM as administrator pursuant to an Administration
Agreement dated as of January 1, 2000 (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 SSBC,
and SBAM hereby appoints SSBC as sub-administrator with respect to the Company.
SSBC accepts this appointment and agrees to furnish services to the Company as
described herein for the compensation set forth below, it being understood that
SSBC shall at all times remain under the general supervision of SBAM with
respect to its duties to be performed hereunder.
The Company 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 Company's
Prospectus, Statement of Additional Information and the Articles of
Incorporation of the Company have been submitted to SSBC.
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2. SERVICES AS ADMINISTRATOR
Subject to the supervision and direction of the Board of Directors of the
Company and SBAM, SSBC will (a) assist in supervising all aspects of the
Company's operations except those performed by SBAM under its investment
advisory agreement with respect to the Company; (b) supply the Company with
office facilities (which may be SSBC'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 Company, 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 Company, 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 SSBC on the first business day of each month a fee for the previous month at
an annual rate of 0.05% of the Company'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
SSBC, the value of the Company'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
SSBC will bear all expenses in connection with the performance of its
services under this Agreement. The Company 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 Citigroup Inc., 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 Company'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.
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5. STANDARD OF CARE
SSBC shall exercise its best judgment in rendering the services listed in
paragraph 2 above. SSBC shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Company 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 SSBC against liability to the Company or
to its shareholders to which SSBC 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 SSBC's reckless disregard of its
obligations and duties under this Agreement.
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 SSBC 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 SSBC's so acting. SBAM understands that the persons employed
by SSBC to assist in the performance of SSBC'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 SSBC or any affiliate of SSBC to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
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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: /s/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx
Accepted:
SSB Citi Fund Management LLC
By: /s/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx
