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SUB-ADMINISTRATION AGREEMENT
January 1, 1999
Xxxxx Xxxxxx Fund Management LLC
000 Xxxxx 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
Mutual Mangement Corp. ("MMC") with respect to Salomon Brothers Capital Fund
(the "Company"), as follows:
1. Appointment; Investment Description
The Company employs SBAM as administrator pursuant to an Investment
Advisory and Administration Agreement dated as of December 16, 2002 (the
"Administration Agreement"). Pursuant to Section 2 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 MMC, and SBAM hereby appoints MMC as
sub-administrator with respect to the Company. MMC accepts this appointment and
agrees to furnish services to the Company as described herein for the
compensation set forth below, it being understood that MMC 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 MMC.
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2. Services as Administrator
Subject to the supervision and direction of the Board of Directors of
the Company and SBAM, MMC 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 MMC'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, 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 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 MMC 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
MMC, 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
MMC 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 MMC, SBAM or their affiliates; 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
MMC shall exercise its best judgment in rendering the services listed
in paragraph 2 above. MMC 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 MMC against liability to the
Company or to its shareholders to which MMC 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 MMC'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 MMC 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 MMC's so acting. SBAM understands that the persons
employed by MMC to assist in the performance of MMC'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 MMC or any affiliate of MMC to engage
in and devote time and attention to other businesses or to render services of
whatever kind or nature.
8. Amendments
All amendments shall be in writing.
9. This Agreement shall be governed by the laws of the State of New
York, provided that nothing herein shall be construed as being inconsistent with
the 1940 Act.
[End of Text]
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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/ Salomon Brothers Asset Management Inc
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Title: (Original destroyed 09/11/01)
Accepted:
Mutual Management Corp.
By: /s/ Mutual Mangement Corp.
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Title: (Original destroyed 09/11/01)
