Item 77Q1 MA
Salomon Brothers Institutional Series Funds Inc.
MANAGEMENT AGREEMENT
"▇▇▇▇ ▇▇▇▇▇ Partners Fund Advisor, LLC"
"This MANAGEMENT AGREEMENT (""Agreement"") is made this 1st day of"
"August, 2006, by and between Salomon Brothers Institutional"
"Series Funds Inc. (the ""Corporation"") and ▇▇▇▇ ▇▇▇▇▇ Partners"
"Fund Advisor, LLC, a Delaware limited liability company (the "
Manager).
"WHEREAS, the Corporation is registered as a management"
"investment company under the Investment Company Act of 1940, as"
"amended (the ""1940 Act""); "
"WHEREAS, the Manager is engaged primarily in rendering"
"investment advisory, management and administrative services and"
is registered as an investment adviser under the Investment
"Advisers Act of 1940, as amended;"
"WHEREAS, the Corporation wishes to retain the Manager to provide"
"investment advisory, management, and administrative services to"
the Corporation with respect to the series of the Corporation
"designated in Schedule A annexed hereto (the ""Fund""); and"
"WHEREAS, the Manager is willing to furnish such services on the"
terms and conditions hereinafter set forth;
"NOW THEREFORE, in consideration of the promises and mutual"
"covenants herein contained, it is agreed as follows:"
1 The Corporation hereby appoints the Manager to act as
investment adviser and administrator of the Fund for the period
and on the terms set forth in this Agreement. The Manager
accepts such appointment and agrees to render the services
"herein set forth, for the compensation herein provided."
2 The Fund shall at all times keep the Manager fully informed
"with regard to the securities owned by it, its funds available,"
"or to become available, for investment, and generally as to the"
condition of its affairs. It shall furnish the Manager with
such other documents and information with regard to its affairs
as the Manager may from time to time reasonably request.
3 (a) Subject to the supervision of the Corporation's Board of
"Directors (the Board), the Manager shall regularly provide the"
"Fund with investment research, advice, management and"
supervision and shall furnish a continuous investment program
for the Fund's portfolio of securities and other investments
"consistent with the Fund's investment objectives, policies and"
"restrictions, as stated in the Fund's current Prospectus and"
Statement of Additional Information. The Manager shall
determine from time to time what securities and other
"investments will be purchased, retained, sold or exchanged by"
the Fund and what portion of the assets of the Fund's portfolio
will be held in the various securities and other investments in
"which the Fund invests, and shall implement those decisions, all"
subject to the provisions of the Corporation's Articles of
"Incorporation and By-Laws (collectively, the ""Governing "
"Documents""), the 1940 Act, and the applicable rules and"
regulations promulgated thereunder by the Securities and
"Exchange Commission (the ""SEC"") and interpretive guidance issued"
thereunder by the SEC staff and any other applicable federal and
"state law, as well as the investment objectives, policies and"
"restrictions of the Fund referred to above, and any other "
specific policies adopted by the Board and disclosed to the
Manager. The Manager is authorized as the agent of the
Corporation to give instructions to the custodian of the Fund as
to deliveries of securities and other investments and payments
of cash for the account of the Fund. Subject to applicable
"provisions of the 1940 Act and direction from the Board, the"
investment program to be provided hereunder may entail the
investment of all or substantially all of the assets of a Fund
in one or more investment companies. The Manager will place
orders pursuant to its investment determinations for the Fund
"either directly with the issuer or with any broker or dealer,"
"foreign currency dealer, futures commission merchant or others"
selected by it. In connection with the selection of such
"brokers or dealers and the placing of such orders, subject to"
"applicable law, brokers or dealers may be selected who also"
provide brokerage and research services (as those terms are
"defined in Section 28(e) of the Securities Exchange Act of 1934,"
as amended (the Exchange Act)) to the Funds and/or the other
accounts over which the Manager or its affiliates exercise
investment discretion. The Manager is authorized to pay a
broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for
a Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that
transaction if the Manager determines in good faith that such
amount of commission is reasonable in relation to the value of
the brokerage and research services provided by such broker or
dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities
which the Manager and its affiliates have with respect to
accounts over which they exercise investment discretion. The
Board may adopt policies and procedures that modify and restrict
the Manager's authority regarding the execution of the Fund's
portfolio transactions provided herein. The Manager shall also
provide advice and recommendations with respect to other aspects
"of the business and affairs of the Fund, shall exercise voting"
"rights, rights to consent to corporate action and any other"
rights pertaining to a Fund's portfolio securities subject to
"such direction as the Board may provide, and shall perform such"
other functions of investment management and supervision as may
be directed by the Board.
"(b) Subject to the direction and control of the Board, the"
Manager shall perform such administrative and management
services as may from time to time be reasonably requested by the
"Fund as necessary for the operation of the Fund, such as (i)"
"supervising the overall administration of the Fund, including"
negotiation of contracts and fees with and the monitoring of
"performance and ▇▇▇▇▇▇▇▇ of the Fund's transfer agent,"
"shareholder servicing agents, custodian and other independent"
"contractors or agents, (ii) providing certain compliance, fund"
"accounting, regulatory reporting, and tax reporting services,"
(iii) preparing or participating in the preparation of Board
"materials, registration statements, proxy statements and reports"
"and other communications to shareholders, (iv) maintaining the"
"Fund's existence, and (v) during such times as shares are"
"publicly offered, maintaining the registration and qualification"
of the Fund's shares under federal and state laws.
"Notwithstanding the foregoing, the Manager shall not be deemed"
"to have assumed any duties with respect to, and shall not be"
"responsible for, the distribution of the shares of any Fund, nor"
shall the Manager be deemed to have assumed or have any
responsibility with respect to functions specifically assumed by
"any transfer agent, fund accounting agent, custodian,"
"shareholder servicing agent or other agent, in each case"
employed by the Fund to perform such functions.
The Fund hereby authorizes any entity or person associated
with the Manager which is a member of a national securities
exchange to effect any transaction on the exchange for the
account of the Fund which is permitted by Section 11(a) of the
"Exchange Act and Rule 11a2- 2(T) thereunder, and the Fund hereby"
consents to the retention of compensation for such transactions
in accordance with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding
"the foregoing, the Manager agrees that it will not deal with"
"itself, or with members of the Board or any principal "
"underwriter of the Fund, as principals or agents in making"
purchases or sales of securities or other property for the
"account of the Fund, nor will it purchase any securities from an"
underwriting or selling group in which the Manager or its
"affiliates is participating, or arrange for purchases and sales"
of securities between a Fund and another account advised by the
"Manager or its affiliates, except in each case as permitted by"
the 1940 Act and in accordance with such policies and procedures
"as may be adopted by a Fund from time to time, and will comply"
with all other provisions of the Governing Documents and the
Fund's then-current Prospectus and Statement of Additional
Information relative to the Manager and its directors and
officers.
"4 Subject to the Board's approval, the Manager or the Fund may"
enter into contracts with one or more investment subadvisers or
"subadministrators, including without limitation, affiliates of"
"the Manager, in which the Manager delegates to such investment"
subadvisers or subadministrators any or all its duties specified
"hereunder, on such terms as the Manager will determine to be"
"necessary, desirable or appropriate, provided that in each case"
the Manager shall supervise the activities of each such
subadviser or subadministrator and further provided that such
contracts impose on any investment subadviser or
subadministrator bound thereby all the conditions to which the
Manager is subject hereunder and that such contracts are entered
into in accordance with and meet all applicable requirements of
the 1940 Act.
"5 (a) The Manager, at its expense, shall supply the Board and"
officers of the Corporation with all information and reports
reasonably required by them and reasonably available to the
"Manager and shall furnish the Fund with office facilities,"
"including space, furniture and equipment and all personnel"
reasonably necessary for the operation of the Fund. The Manager
shall oversee the maintenance of all books and records with
respect to the Fund's securities transactions and the keeping of
the Fund's books of account in accordance with all applicable
federal and state laws and regulations. In compliance with the
"requirements of Rule 31a-3 under the 1940 Act, the Manager"
hereby agrees that any records that it maintains for the Fund
"are the property of the Fund, and further agrees to surrender"
promptly to the Fund any of such records upon the Fund's
request. The Manager further agrees to arrange for the
preservation of the records required to be maintained by Rule
31a-1 under the 1940 Act for the periods prescribed by Rule
31a-2 under the 1940 Act. The Manager shall authorize and
"permit any of its directors, officers and employees, who may be"
"elected as Board members or officers of the Fund, to serve in"
the capacities in which they are elected.
"(b) The Manager shall bear all expenses, and shall furnish all"
"necessary services, facilities and personnel, in connection with"
its responsibilities under this Agreement. Other than as herein
"specifically indicated, the Manager shall not be responsible for"
"the Fund's expenses, including, without limitation, advisory"
fees; distribution fees; interest; taxes; governmental fees;
voluntary assessments and other expenses incurred in connection
with membership in investment company organizations;
organization costs of the Fund; the cost (including brokerage
"commissions, transaction fees or charges, if any) in connection"
with the purchase or sale of the Fund's securities and other
investments and any losses in connection therewith; fees and
"expenses of custodians, transfer agents, registrars, independent"
pricing vendors or other agents; legal expenses; loan commitment
fees; expenses relating to share certificates; expenses relating
to the issuing and redemption or repurchase of the Fund's shares
and servicing shareholder accounts; expenses of registering and
qualifying the Fund's shares for sale under applicable federal
"and state law; expenses of preparing, setting in print, printing"
and distributing prospectuses and statements of additional
"information and any supplements thereto, reports, proxy"
"statements, notices and dividends to the Fund's shareholders;"
costs of stationery; website costs; costs of meetings of the
"Board or any committee thereof, meetings of shareholders and "
other meetings of the Fund; Board fees; audit fees; travel
"expenses of officers, members of the Board and employees of the"
"Fund, if any; and the Fund's pro rata portion of premiums on any"
fidelity bond and other insurance covering the Fund and its
"officers, Board members and employees; litigation expenses and"
"any non-recurring or extraordinary expenses as may arise, "
"including, without limitation, those relating to actions, suits"
or proceedings to which the Fund is a party and the legal
obligation which the Fund may have to indemnify the Fund's Board
members and officers with respect thereto.
"6 No member of the Board, officer or employee of the Corporation"
or Fund shall receive from the Corporation or Fund any salary or
"other compensation as such member of the Board, officer or"
"employee while he is at the same time a director, officer, or"
employee of the Manager or any affiliated company of the
"Manager, except as the Board may decide. This paragraph shall"
"not apply to Board members, executive committee members,"
consultants and other persons who are not regular members of the
Manager's or any affiliated company's staff.
7 As compensation for the services performed and the facilities
"furnished and expenses assumed by the Manager, including the"
"services of any consultants retained by the Manager, the Fund"
"shall pay the Manager, as promptly as possible after the last"
"day of each month, a fee, computed daily at an annual rate set"
"forth opposite the Fund's name on Schedule A annexed hereto,"
"provided however, that if the Fund invests all or substantially"
all of its assets in another registered investment company for
which the Manager or an affiliate of the Manager serves as
"investment adviser or investment manager, the annual fee"
computed as set forth on such Schedule A shall be reduced by the
aggregate management fees allocated to that Fund for the Fund's
then-current fiscal year from such other registered investment
company. The first payment of the fee shall be made as promptly
as possible at the end of the month succeeding the effective
"date of this Agreement, and shall constitute a full payment of"
the fee due the Manager for all services prior to that date. If
this Agreement is terminated as of any date not the last day of
"a month, such fee shall be paid as promptly as possible after"
"such date of termination, shall be based on the average daily"
net assets of the Fund in that period from the beginning of such
"month to such date of termination, and shall be that proportion"
of such average daily net assets as the number of business days
in such period bears to the number of business days in such
month. The average daily net assets of the Fund shall in all
cases be based only on business days and be computed as of the
time of the regular close of business of the New York Stock
"Exchange, or such other time as may be determined by the Board. "
8 The Manager assumes no responsibility under this Agreement
"other than to render the services called for hereunder, in good"
"faith, and shall not be liable for any error of judgment or "
"mistake of law, or for any loss arising out of any investment or"
for any act or omission in the execution of securities
"transactions for a Fund, provided that nothing in this Agreement"
shall protect the Manager against any liability to the Fund to
which the Manager would otherwise be subject by reason of
"willful misfeasance, bad faith, or gross negligence in the"
performance of its duties or by reason of its reckless disregard
of its obligations and duties hereunder. As used in this
"Section 8, the term ""Manager"" shall include any affiliates of"
the Manager performing services for the Corporation or the Fund
"contemplated hereby and the partners, shareholders, directors,"
officers and employees of the Manager and such affiliates.
9 Nothing in this Agreement shall limit or restrict the right of
"any director, officer, or employee of the Manager who may also"
"be a Board member, officer, or employee of the Corporation or"
"the Fund, to engage in any other business or to devote his time"
and attention in part to the management or other aspects of any
"other business, whether of a similar nature or a dissimilar"
"nature, nor to limit or restrict the right of the Manager to"
"engage in any other business or to render services of any kind,"
"including investment advisory and management services, to any"
"other fund, firm, individual or association. If the purchase or"
sale of securities consistent with the investment policies of a
Fund or one or more other accounts of the Manager is considered
"at or about the same time, transactions in such securities will"
be allocated among the accounts in a manner deemed equitable by
"the Manager. Such transactions may be combined, in accordance"
"with applicable laws and regulations, and consistent with the"
Manager's policies and procedures as presented to the Board from
time to time.
"10 For the purposes of this Agreement, the Fund's ""net assets"""
shall be determined as provided in the Fund's then-current
Prospectus and Statement of Additional Information and the terms
"""assignment,"" ""interested person,"" and ""majority of the"
"outstanding voting securities"" shall have the meanings given to"
"them by Section 2(a) of the 1940 Act, subject to such exemptions"
"as may be granted by the SEC by any rule, regulation or order."
11 This Agreement will become effective with respect to the Fund
on the date set forth opposite the Fund's name on Schedule A
"annexed hereto, provided that it shall have been approved by the"
Corporation's Board and by the shareholders of the Fund in
"accordance with the requirements of the 1940 Act and, unless"
"sooner terminated as provided herein, will continue in effect"
"until November 30, 2007. Thereafter, if not terminated, this"
"Agreement shall continue in effect with respect to the Fund, so"
long as such continuance is specifically approved at least
annually (i) by the Board or (ii) by a vote of a majority of the
"outstanding voting securities of the Fund, provided that in"
either event the continuance is also approved by a majority of
the Board members who are not interested persons of any party to
"this Agreement, by vote cast in person at a meeting called for"
the purpose of voting on such approval.
12 This Agreement is terminable with respect to the Fund without
penalty by the Board or by vote of a majority of the outstanding
"voting securities of the Fund, in each case on not more than 60"
"days' nor less than 30 days' written notice to the Manager, or"
by the Manager upon not less than 90 days' written notice to the
"Fund, and will be terminated upon the mutual written consent of"
the Manager and the Corporation. This Agreement shall terminate
automatically in the event of its assignment by the Manager and
shall not be assignable by the Corporation without the consent
of the Manager.
"13 The Manager agrees that for services rendered to the Fund, or"
for any claim by it in connection with services rendered to the
"Fund, it shall look only to assets of the Fund for satisfaction"
and that it shall have no claim against the assets of any other
portfolios of the Corporation.
"14 No provision of this Agreement may be changed, waived,"
"discharged or terminated orally, but only by an instrument in"
writing signed by the party against which enforcement of the
"change, waiver, discharge or termination is sought, and no"
material amendment of the Agreement shall be effective until
"approved, if so required by the 1940 Act, by vote of the holders"
of a majority of the Fund's outstanding voting securities.
15 This Agreement embodies the entire agreement and
"understanding between the parties hereto, and supersedes all"
prior agreements and understandings relating to the subject
matter hereof. Should any part of this Agreement be held or
"made invalid by a court decision, statute, rule or otherwise,"
the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding on and shall inure to the
benefit of the parties hereto and their respective successors.
16 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State
of New York.
[signature page to follow]
"IN WITNESS WHEREOF, the parties hereto have caused this"
Agreement to be executed by their officers thereunto duly
authorized.
SALOMON BROTHERS INSTITUTIONAL
SERIES FUNDS INC.
By:
Name:
Title:
"▇▇▇▇ ▇▇▇▇▇ PARTNERS FUND ADVISOR, "
LLC
By:
Name:
Title:
Schedule A
Salomon Brothers Institutional High Yield Bond Fund
Date:
1-Aug-06
Fee:
The following percentage of the Fund's average daily net assets:
0.55%
Salomon Brothers Institutional Emerging Markets Debt Fund
Date:
1-Aug-06
Fee:
The following percentage of the Fund's average daily net assets:
0.75%
1
6
1
