Exhibit 6(e)
DISTRIBUTION AGREEMENT
November 28, 1997
Salomon Brothers 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 Cash Management Fund, Salomon Brothers
New York Municipal Money Market Fund, Salomon Brothers National Intermediate
Municipal Fund, Salomon Brothers U.S. Government Income Fund, Salomon Brothers
High Yield Bond Fund and Salomon Brothers Strategic Bond Fund (together, the
"Funds"), each an investment portfolio of 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 each Fund issued by 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 each Fund to The Shareholder Services
Group, Inc. ("TSSG"), the Funds' transfer agent and dividend disbursing agent,
or any successor to TSSG of which the Funds have notified Salomon Brothers in
writing.
1.5 Salomon Brothers acknowledges that, whenever in the
judgment of the
2
Funds' 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 Funds'
current registration statement.
2. Duties of the Funds
2.1 Each 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 Each Fund shall furnish from time to time, for use in
connection with the sale of the Shares, such information reports with respect to
such Fund and its Shares as Salomon Brothers may reasonably request, all of
which shall be signed by one or more of such Fund's duly authorized officers;
and each Fund warrants that the statements contained in any such reports, when
so signed by one or more of such Fund's officers, shall be true and correct.
Each Fund shall also furnish Salomon Brothers upon request with: (a) annual
audits of such Fund's books and accounts made by independent public accountants
regularly retained by such Fund, (b) semiannual unaudited financial statements
pertaining to such Fund, (c) quarterly earnings statements prepared by such
Fund, (d) a monthly itemized list of the securities in the portfolio of such
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 such
Fund's financial condition as Salomon Brothers may reasonably request.
3. Representations and Warranties
Each Fund represents to Salomon Brothers that all registration
statements, prospectuses and statements of additional information filed by such
Fund with the SEC under the 1933 Act and the 1940 Act with respect to the shares
of such 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,
prospectus and statement of additional information filed by the Funds with the
SEC and any amendments and supplements thereto which at any time shall have been
filed with the SEC. Each Fund represents and warrants to Salomon Brothers that
any registration statement, prospectus and statement of additional information,
when such registration
3
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 such 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
a Fund shall not propose such amendment or amendments and/or supplement or
supplements within fifteen days after receipt by such Fund of a written request
from Salomon Brothers to do so, Salomon Brothers may, at its option, terminate
this Agreement. Each 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 each
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 such Fund may deem advisable, such right being in all
respects absolute and unconditional.
4. Indemnification
4.1 Each 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 such Fund from time to time,
in connection with the sale of such Fund's shares. Each 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
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 each 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
4
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 each Fund's
agreement to indemnify Salomon Brothers and each Fund's representations and
warranties hereinbefore set forth in paragraph 3 shall not be deemed to cover
any liability to such 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. Each
Fund's agreement to indemnify Salomon Brothers, its officers and directors, and
any such controlling person, as aforesaid, is expressly conditioned upon such
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 such Fund at its principal office in
New York, New York and sent to such 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 such 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
such Fund's indemnity agreement contained in this paragraph 4.1. Each Fund's
indemnification agreement contained in this paragraph 4.1 and each 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 such 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. Each Fund agrees to
notify Salomon Brothers promptly of the commencement of any litigation or
proceedings against such Fund or any of its officers or directors in connection
with the issuance and sale of any of such Fund's shares.
4.2 Salomon Brothers agrees to indemnify, defend and hold each
Fund, its several officers and directors, and any person who controls such 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 such 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 such 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 such
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 such Fund and required to be stated
in such answers or necessary to make such information
5
not misleading. Salomon Brothers' agreement to indemnify each 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
such 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 such 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 each 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 such 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 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 Funds 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 Funds 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 each Fund's obligation to repurchase its Shares
from any shareholder in accordance with the provisions of such Fund's
prospectus, statement of additional information or articles of incorporation.
6
6. Notice to Salomon Brothers
Each 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 of additional information
which may from time to time be filed with the SEC.
7. Term of Agreement
This Agreement shall continue for one year 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 each Fund, or (ii) by a
vote of a majority (as defined in the 0000 Xxx) of such 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 each
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
Each 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
7
distribution or other agreements with such other corporations and trusts. If
Salomon Brothers, or an affiliate, ceases to act as the distributor of a Fund's
shares, such Fund agrees that, at Salomon Brothers' request, such Fund's license
to use the words "Salomon Brothers" will terminate and that such Fund will take
all necessary action to change the name of such Fund to a name not including the
words "Salomon" or "Salomon Brothers."
8
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:
------------------------------
Xxxxxxx X. Xxxxxx
President
Accepted:
SALOMON BROTHERS INC
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Managing Director
