Registration No. 33-40603
811-6310
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____
Post-Effective Amendment No.
11
X
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY
ACT OF 1940
Amendment No. 14
X
SMITH BARNEY SERIES FUND
(Exact name of Registrant as Specified
in Charter)
388 Greenwich Street, New York, New
York 10013
(Address of Principal Executive Office)
(Zip Code)
Registrant's Telephone Number, including
Area Code:
(212) 723-9218
Christina T. Sydor, Esq.
Secretary
Smith Barney Series Fund
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent of Service)
Approximate Date of Proposed Public
Offering:
As soon as possible after this Post-
Effective Amendment
becomes effective.
It is proposed that this filing will
become effective:
_X___ immediately upon filing
pursuant to Rule 485(b)
on May 1, 1995 pursuant
to Rule 485(b)
60 days after filing
pursuant to Rule 485(a)
on ____________ pursuant
to Rule 485(a)
_________________________________________________
______________________
The Registrant has previously filed a
declaration of indefinite registration
of its shares pursuant to Rule 24f-2
under the Investment Company Act of
1940, as amended. Registrant's Rule 24f-
2 Notice for the fiscal year ended
December 31, 1994 was filed on February
24, 1995.
SMITH BARNEY SERIES FUND
FORM N-IA
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(b)
Part A.
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Synopsis
3. Condensed Financial Financial
Highlights;
Information The Portfolios'
Performance
4. General Description of Cover Page;
Investment Goals
Registrant and Policies of the
Portfolios; Additional
Investments; Certain
Investments and Guidelines;
Special Considerations and
Risk Factors; Additional
Information; Appendix
5. Management of the Fund Management of the
Fund;
Portfolio Management;
Custodian and Transfer Agent;
Distributor
6. Capital Stock and Other Additional
Information;
Securities Dividends and Taxes
7. Purchase of Securities Net Asset Value;
Cover Page;
Being Offered How to Use the Fund;
Distributor
8. Redemption or Repurchase How to Use the
Fund
9. Pending Legal Not Applicable
Proceedings
Part B Statement of
Item No. Additional Information
Caption
10. Cover Page Cover Page
11. Table of Contents Contents
12. General Information and History Additional
Information;
Distributor
13. Investment Objectives Investment Goals and
and Policies Policies of the
Portfolios
14. Management of the Fund Management of the
Fund
15. Control Persons and Management of the
Fund
Principal Holders of Securities
16. Investment Advisory and Other Services Management of
the Fund; Distributor
17. Brokerage Allocation Investment Goals and
and Other Practices Policies --
PortfolioTransactions
18. Capital Stock and Other Securities Net Asset
Value; Performance Data
19. Purchase, Redemption and Pricing Purchase of
Shares
of Securities Being Offered
20. Tax Status Taxes
21. Underwriters Management of the
Fund
22. Calculations of Performance Data Performance
Data
23. Financial Statements Financial Statements
Parts A and B required by this Form are incorporated by
reference to Registrant's Post-Effective Amendment No. 10,
filed May 1, 1995 ("Post-Effective Amendment No. 10").
SMITH BARNEY SHEARSON SERIES FUND
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A of Post-Effective Amendment No. 10
which is incorporated herein by reference:
Financial Highlights
Included in Part B:
The Registrant's Annual Report for the fiscal year
ened December 31, 1994 and the
Report of Independent Accountants dated February
10, 1995 are incorporated by
reference to the Definitive 30D filed on March 8,
1995.
Included in Part C:
Consent of Independent Accountants
(b) Exhibits
Exhibit No. Description of Exhibit
All references are to the Registrant's
registration statement on Form N-1A (the
"Registration Statement") as filed with the SEC
on May 16, 1991. (File Nos. 33-40603 and 811-
6310).
(1) Registrant's Master Trust Agreement and Amendment
Nos. 1 and 2 are incorporated by reference to the
Registrant's Registration Statement as filed with
the SEC on December 1, 1993 ("Post-Effective
Amendment No. 6").
(2) By-Laws are incorporated by reference to the
Registration Statement.
(3) Not applicable.
(4)(a) Specimen certificate for shares of beneficial
interest in the Money Market Portfolio is
incorporated by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration
Statement as filed with the SEC on July 10, 1991
("Pre-Effective Amendment No. 1").
(b) Specimen certificates for shares of beneficial
interest in the Intermediate High Grade Portfolio,
Diversified Strategic Income Portfolio, Equity
Income Portfolio, Equity Index Portfolio, Growth &
Income Portfolio and Appreciation Portfolio is
incorporated by reference to Pre-Effective
Amendment No. 1.
(5)(a) Investment Advisory Agreement dated April 1, 1995
between the Registrant and Travelers Investment
Management Company relating to Equity Index
Portfolio, is filed herein.
(b) Investment Advisory Agreements dated July 30, 1993
between the Registrant and Greenwich Street
Advisors relating to Money Market, Intermediate
High Grade, Diversified Strategic Income, Equity
Income and Growth and Income Portfolios and
between the Registrant and Smith Barney Shearson
Asset Management relating to Appreciation
Portfolio dated July 30, 1993, are incorporated by
reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement as filed with
the SEC on October 22, 1993 ("Post Effective
Amendment No. 4").
(b) Investment Advisory Agreement with Smith Barney
Shearson Asset Management relating to Total Return
Portfolio, dated November 23, 1993, is
incorporated by reference to Post-Effective
Amendment No. 6.
(c) Investment Advisory Agreement with Smith, Barney
Advisers, Inc. relating to International Equity
Portfolio, dated November 23, 1993, is
incorporated by reference to Post-Effective
Amendment No. 6.
(d) Investment Advisory Agreement with American
Capital Asset Management, Inc. relating to
Emerging Growth Portfolio, is filed herein.
(e) Form of Investment Advisory Agreement with
Greenwich Street Advisors relating to Diversified
Strategic Income Portfolio dated March 21, 1994 is
incorporated by reference to Post-Effective
Amendment No. 9 to the Registration Statement as
filed with the SEC on May 1, 1994 ("Post-Effective
Amendment No. 9").
(f) Form of Sub-Investment Advisory Agreement with
Smith Barney Global Capital Management Inc.
relating to Diversified Strategic Income Portfolio
dated March 21, 1994 is incorporated by reference
to Post-Effective Amendment No. 9.
(6)(a) Distribution Agreement with Smith Barney
Shearson Inc., dated July 30, 1993, is
incorporated by reference to Post-Effective
Amendment No. 4.
(7) Not Applicable.
(8)(a) Custody Agreement is incorporated by
reference to Post-Effective Amendment No. 1 as
filed with the SEC on February 29, 1992 ("Post-
Effective Amendment No. 1").
(b) Form of Subcustodian Agreement is incorporated by
reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement as filed with
the SEC on September 24, 1991 ("Pre-Effective
Amendment No. 2").
(9)(a) Administration Agreements dated June 4, 1994 with
Smith Barney Mutual Funds Management Inc. relating
to Money Market, Intermediate High Grade,
Diversified Strategic Income, Equity Income,
Equity Index, Growth and Income, Appreciation,
Total Return, Emerging Growth and International
Equity Portfolios are filed herein.
(b) Sub-Administration Agreements dated June 4, 1994
with The Boston Company Advisors, Inc. relating to
Money Market, Intermediate High Grade, Diversified
Strategic Income, Equity Income, Equity Index,
Growth and Income, Appreciation, Total Return,
Emerging Growth and International Equity
Portfolios are filed herein.
(c) Transfer Agency Agreement between the Registrant
and The Shareholder Services Group, Inc. dated
August 2, 1993 is incorporated by reference to
Post-Effective Amendment No. 7 to the Registrant's
Registration Statement as filed with the SEC on
March 1, 1994 ("Post-Effective Amendment No. 7").
(10) Not applicable
(11) Consent of Independent Accountants is filed
herein.
(12) Not Applicable.
(13) Purchase Agreement is incorporated by reference to
Pre-Effective Amendment No. 3.
(14) Not Applicable.
(15) Not Applicable.
(16) Performance Data is incorporated by reference to
Post-Effective Amendment No. 1.
Item 25. Persons Controlled by or under Common Control with
Registrant
Shares of Registrant will be offered to IDS Life
Insurance Company ("IDS Life") and IDS Life Insurance
Company of New York ("IDS Life of New York"),
corporations organized under the laws of the State of
Minnesota, for allocation to one or more separate
subaccounts of the IDS Life Account SBS. IDS Life and
IDS Life of New York are wholly owned subsidiaries of
IDS Financial Corporation, a corporation organized
under the laws of the State of Delaware.
IDS Financial Corporation is a direct wholly owned
subsidiary of American Express Company, a New York
corporation.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record Holders
by Class
Title of Class as of February
23, 1994
Shares of beneficial interest,
par value $.001 per share
Money Market Portfolio 3
Intermediate High Grade Portfolio 4
Diversified Strategic Income Portfolio 4
Equity Income Portfolio 4
Equity Index Portfolio 5
Growth & Income Portfolio 4
Appreciation Portfolio 4
Total Return Portfolio 3
Emerging Growth Portfolio 2
International Equity Portfolio 4
Item 27. Indemnification
The response to this item is incorporated by reference
to Pre-Effective Amendment No. 3.
Item 28(a.) Business and Other Connections of Investment
Adviser
Investment Adviser - - Smith Barney Mutual Funds Management
Inc. (formerly known as Smith, Barney Advisers, Inc.)
SBMFM was incorporated in 1968 under the laws of the state
of Delaware. SBMFM is a wholly owned subsidiary of Smith
Barney Holdings Inc., which in turn is a wholly owned
subsidiary of The Travelers Inc. (formerly know as Primerica
Corporation) ("Travelers").
The list required by this Item 28 of officers and directors
of SBMFM, together with information as to any other
business, profession, vocation or employment of a
substantial nature engaged in by such officers and directors
during the past two fiscal years, is incorporated by
reference to Schedules A and D of FORM ADV filed by SBMFM
pursuant to the Advisers Act (SEC File No. 801-8314).
Prior to the close of business on July 30, 1993 (the
"Closing"), Smith Barney Asset Management (Asset
Management") was a member of the Asset Management Group of
Shearson Lehman Brothers Inc. ("Shearson Lehman Brothers"),
and served as the Registrant's investment adviser. On the
Closing, Travelers and Smith Barney Shearson Inc. (now known
as Smith Barney Inc.) acquired the domestic retail brokerage
and asset management business of Shearson Lehman Brothers,
which included the business of the Registrant's prior
investment adviser. Shearson Lehman Brothers was a wholly
owned subsidiary of Shearson Lehman Brothers Holdings Inc.
("Shearson Holdings"). All of the issued and outstanding
common stock of Shearson Holdings (representing 92% of the
voting stock) was held by American Express Company.
Information as to any past business vocation or employment
of a substantial nature engaged in by officers and directors
of Asset Management can be located in Schedules A and D of
FORM ADV filed by Shearson Lehman Brothers on behalf of
Asset Management prior to July 30, 1993 (SEC FILE NO. 801-
3701).
01/01/95
Item 28(a). Business and Other Connections of Investment
Adviser
Investment Adviser - - Smith Barney Global Capital
Management, Inc.
Investment Adviser - - Smith Barney Global Capital
Management, Inc. ("SBGCM") was incorporated on January 22,
1988 under the laws of the State of Delaware. SBGCM is an
indirect wholly owned subsidiary of Smith Barney Holdings
Inc., which in turn is a wholly owned subsidiary of
Travelers. SBGCM is an investment adviser registered with
the Securities and Exchange Commission in the United States
and with the Investment Management Regulatory Organization
Limited in the United Kingdom. SBGCM conducts its
operations primarily in the United Kingdom.
The list required by this Item 28 of officers and directors
of SBGCM, together with information as to any other
business, profession, vocation or employment of a
substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to
Schedules A and D of FORM ADV filed by SBGCM pursuant to the
Advisers Act (SEC File No. 801-31824).
3/15/94
Item 28(a). Business and Other Connections of Investment
Adviser
Investment Adviser - - American Capital Asset Management,
Inc.
American Capital Asset Management Inc. ("American Capital"),
is located at 2800 Post Oak Boulevard, Houston, Texas 77056,
and through its predecessors, has been in the investment
counseling business since 1926. American Capital is a
wholly owned subsidiary of The Van Kampen Merritt Companies,
Inc.
The list required by this Item 28 of officers and directors
of American Capital, together with information as to any
other business, profession, vocation or employment of a
substantial nature engaged in by such officers and directors
during the past two fiscal years, is incorporated by
reference to Schedules A and D of FORM ADV filed by American
Capital pursuant to the Investment Advisers Act of 1940 (SEC
File No. 801-1169).
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as
distributor for Smith Barney Managed Municipals Fund Inc.,
Smith Barney New York Municipals Fund Inc., Smith Barney
California Municipals Fund Inc., Smith Barney
Massachusetts Municipals Fund, Smith Barney Global
Opportunities Fund, Smith Barney Aggressive Growth Fund
Inc., Smith Barney Appreciation Fund Inc., Smith Barney
Worldwide Prime Assets Fund, Smith Barney Principal Return
Fund, Smith Barney Municipal Money Market Fund Inc., Smith
Barney Daily Dividend Fund Inc., Smith Barney Government
and Agencies Fund Inc., Smith Barney Managed Governments
Fund Inc., Smith Barney New York Municipal Money Market
Fund, Smith Barney California Municipal Money Market Fund,
Smith Barney Income Funds, Smith Barney Equity Funds,
Smith Barney Investment Funds Inc., Smith Barney Precious
Metals and Minerals Fund Inc., Smith Barney
Telecommunications Trust, Smith Barney Arizona Municipals
Fund Inc., Smith Barney New Jersey Municipals Fund Inc.,
The USA High Yield Fund N.V., Garzarelli Sector Analysis
Portfolio N.V., The Advisors Fund L.P., Smith Barney
Fundamental Value Fund Inc., Smith Barney Series Fund,
Consulting Group Capital Markets Funds, Smith Barney
Income Trust, Smith Barney FMA R Trust, Smith Barney
Adjustable Rate Government Income Fund, Smith Barney
Florida Municipals Fund, Smith Barney Funds, Inc., Smith
Barney Muni Funds, Smith Barney World Funds, Inc., Smith
Barney Money Funds, Inc., Smith Barney Tax Free Money
Fund, Inc., Smith Barney Variable Account Funds, Smith
Barney U.S. Dollar Reserve Fund (Cayman), Worldwide
Special Fund, N.V., Worldwide Securities Limited,
(Bermuda), and various series of unit investment trusts.
Smith Barney is a wholly owned subsidiary of Smith Barney
Holdings Inc., which in turn is a wholly owned subsidiary
of The Travelers, Inc. (formerly Primerica Corporation).
The information required by this Item 29 with respect to
each director, officer and partner of Smith Barney is
incorporated by reference to Schedule A of FORM BD filed
by Smith Barney pursuant to the Securities Exchange Act of
1934 (SEC File No. 812-8510).
Item 30. Location of Accounts and Records
(1) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(Records relating to its function as Investment
Adviser and Administrator)
(2) American Capital Asset Management, Inc.
2800 Post Oak Boulevard
Houston, Texas 77056
(Records relating to its function as Investment
Adviser)
(3) Smith Barney Global Capital Management Inc.
388 Greenwich Street
New York, New York 10048
(Records relating to its function as Sub-
Investment Adviser)
(4) Travelers Investment Management Company
One Tower Square
Hartford, CT 06183-2030
(Records relating to its function as Sub-
Investment Adviser)
(4) The Boston Company Advisors, Inc.
Exchange Place
53 State Street
Boston, Massachusetts 02109
(Records relating to its function as Sub-
Administrator)
(5) Boston Safe Deposit and Trust Company
Wellington Business Center
One Cabot Road
Medford, Massachusetts 02155
(Records relating to its function as Custodian)
(6) The Shareholders Services Group, Inc.
One Exchange Place
53 State Street
Boston, Massachusetts 02109
(Records relating to its function as Transfer
Agent and
Dividend Paying Agent)
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
None
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant, SMITH BARNEY SERIES FUND, certifies
that it meets all of the requirements for effectiveness of
this Registration Statement pursuant to Rule 485(b) under
the Securities and Exchange Act of 1933, has duly caused
this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized,
all in the City of New York, State of New York on the 2nd
day of May, 1995.
SMITH BARNEY SERIES FUND
By:/s/ Heath B.
McLendon
Heath B. McLendon, Chairman
of the Board
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ Heath B. McLendon
Heath B. McLendon Trustee and Chairman of
the Board (Chief Executive
05/02/95
Officer)
/s/ Lewis E. Daidone
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer)
05/02/95
/s/ Herbert Barg Trustee
05/02/95
Herbert Barg
/s/ Alfred Bianchetti Trustee
05/02/95
Alfred Bianchetti
/s/ Martin Brody Trustee
05/02/95
Martin Brody
/s/ Burt N. Dorsett Trustee
05/02/95
Burt N. Dorsett
/s/ Eliott S. Jaffe Trustee
05/02/95
Eliott S. Jaffe
/s/ Stephen Kaufman Trustee
05/02/95
Stephen Kaufman
/s/ Joseph J. McCann Trustee
05/02/95
Joseph J. McCann
/s/ Cornelius C. Rose
Cornelius C. Rose Trustee
05/02/95
INVESTMENT ADVISORY AGREEMENT
SMITH BARNEY SERIES FUND
(EQUITY INDEX PORTFOLIO)
April 1, 1995
Travelers Investment Management Company
One Tower Square
Hartford, CT 06183-2030
DEAR SIRS:
Smith Barney Series Fund (the "Company"), a trust organized
under the laws
of the Commonwealth of Massachusetts, confirms its agreement
with the
Travelers Investment Management Company (the "Adviser") as
follows:
1. Investment Description; Appointment
The Company desires to employ its capital by investing and
reinvesting in
investments of the kind and in accordance with the
investment objec-
tive(s), policies and limitations specified in its Master
Trust Agreement,
as amended from time to time (the "Master Trust Agreement"),
the prospec-
tus (the "Prospectus") and the statement of additional
information (the
"Statement") filed with the Securities and Exchange
Commission as part of
the Company's Registration Statement on Form N-1A, as
amended from time to
time, and in the manner and to the extent as may from time
to time be ap-
proved by the Board of Trustees of the Company (the
"Board"). Copies of
the Prospectus, the Statement and the Master Trust Agreement
have been or
will be submitted to the Adviser. The Company agrees to
provide copies of
all amendments to the Prospectus, the Statement and the
Master Trust
Agreement to the Adviser on an on-going basis. The Company
desires to em-
ploy and hereby appoints the Adviser to act as the
investment adviser to
the Equity Index Portfolio (the "Portfolio"). The Adviser
accepts the ap-
pointment and agrees to furnish the services for the
compensation set
forth below.
2. Services as Investment Adviser
Subject to the supervision, direction and approval of the
Board of the
Company, the Adviser will: (a) manage the Company's holdings
in accordance
with the Portfolio's investment objective(s) and policies as
stated in the
Master Trust Agreement, the Prospectus and the Statement;
(b) make invest-
ment decisions for the Portfolio; (c) place purchase and
sale orders for
portfolio transactions for the Portfolio; and (d) employ
professional
portfolio managers and securities analysts who provide
research services
to the Portfolio. In providing those services, the Adviser
will conduct a
continual program of investment, evaluation and, if
appropriate, sale and
reinvestment of the Portfolio's assets.
3. Brokerage
In selecting brokers or dealers to execute transactions on
behalf of the
Portfolio, the Adviser will seek the best overall terms
available. In as-
sessing the best overall terms available for any
transaction, the Adviser
will consider factors it deems relevant, including, but not
limited to,
the breadth of the market in the security, the price of the
security, the
financial condition and execution capability of the broker
or dealer and
the reasonableness of the commission, if any, for the
specific transaction
and on a continuing basis. In selecting brokers or dealers
to execute a
particular transaction, and in evaluating the best overall
terms avail-
able, the Adviser is authorized to consider the brokerage
and research
services (as those terms are defined in Section 28(e) of the
Securities
Exchange Act of 1934), provided to the Portfolio and/or
other accounts
over which the Adviser or its affiliates exercise investment
discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments
materially af-
fecting the Portfolio's holdings, and will, on its own
initiative, furnish
the Company from time to time with whatever information the
Adviser be-
lieves is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering
the services
listed in Paragraphs 2 and 3 above. The Adviser 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 pur-
port to protect the Adviser against any liability to the
Company or to the
shareholders of the Portfolio to which the Adviser would
otherwise be sub-
ject by reason of willful misfeasance, bad faith or gross
negligence on
its part in the performance of its duties or by reason of
the Adviser's
reckless disregard of its obligations and duties under this
Agreement.
6. Compensation
In consideration of the services rendered pursuant to this
Agreement, the
Company will pay the Adviser on the first business day of
each month a fee
for the previous month at the annual rate of 0.40% of 1.00%
of the Portfo-
lio's average daily net assets. The fee for the period from
the Effective
Date (defined below) of the Agreement to the end of the
month during which
the Effective Date occurs shall be prorated according to the
proportion
that such period bears to the full monthly period. Upon any
termination of
this Agreement before the end of a month, the fee for such
part of that
month shall be prorated according to the proportion that
such period bears
to the full monthly period and shall be payable upon the
date of termina-
tion of this Agreement. For the purpose of determining fees
payable to the
Adviser, the value of the Portfolio's net assets shall be
computed at the
times and in the manner specified in the Prospectus and/or
Statement.
7. Expenses
The Adviser will bear all expenses in connection with the
performance of
its services under this Agreement. The Company will bear
certain other ex-
penses to be incurred in its operation, including, but not
limited to: in-
vestment advisory and administration fees; fees for
necessary professional
and brokerage services; fees for any pricing service; the
costs of regula-
tory compliance; and costs associated with maintaining the
Company's legal
existence and shareholder relations.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the
Portfolio (including
fees pursuant to this Agreement and the Portfolio's
administration agree-
ment, but excluding interest, taxes, brokerage and
extraordinary expenses)
exceed the expense limitation of any state having
jurisdiction over the
Portfolio, the Adviser will reduce its fee to the Portfolio
by the propor-
tion of such excess expense equal to the proportion that its
fee thereun-
der bears to the aggregate of fees paid by the Portfolio for
investment
advice and administration in that year, to the extent
required by state
law. A fee reduction pursuant to this Paragraph 8, if any,
will be esti-
mated, reconciled and paid on a monthly basis.
9. Services to Other Companies or Accounts
The Company understands that the Adviser now acts, will
continue to act
and may act in the future as investment adviser to fiduciary
and other
managed accounts, and as investment adviser to other
investment companies,
and the Company has no objection to the Adviser's so acting,
provided that
whenever the Portfolio and one or more other investment
companies advised
by the Adviser have available funds for investment,
investments suitable
and appropriate for each will be allocated in accordance
with a formula
believed to be equitable to each company. The Portfolio
recognizes that in
some cases this procedure may adversely affect the size of
the position
obtainable for the Portfolio. In addition, the Portfolio
understands that
the persons employed by the Adviser to assist in the
performance of the
Adviser's duties under this Agreement will not devote their
full time to
such service and nothing contained in this Agreement shall
be deemed to
limit or restrict the right of the Adviser or any affiliate
of the Adviser
to engage in and devote time and attention to other
businesses or to ren-
der services of whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective as of the date first
written above
and shall continue for an initial two-year term and shall
continue there-
after so long as such continuance is specifically approved
at least annu-
ally by (i) the Board of the Company or (ii) a vote of a
"majority" (as
that term is defined in the Investment Company Act of 1940,
as amended
(the "1940 Act")) of the Portfolio's outstanding voting
securities, pro-
vided that in either event the continuance is also approved
by a majority
of the Board who are not "interested persons" (as defined in
the 1940 Act)
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' written notice, by the Board of
the Company
or by vote of holders of a majority of the Portfolio's
shares, or upon 90
days' written notice, by the Adviser. This Agreement will
also terminate
automatically in the event of its assignment (as defined in
the 1940 Act
and the rules thereunder).
11. Representation by the Company
The Company represents that a copy of the Master Trust
Agreement is on
file with the Secretary of the Commonwealth of
Massachusetts.
12. Limitation of Liability
The Company and the Adviser agree that the obligations of
the Company
under this Agreement shall not be binding upon any of the
members of the
Board, shareholders, nominees, officers, employees or
agents, whether
past, present or future, of the Company, individually, but
are binding
only upon the assets and property of the Company, as
provided in the Mas-
ter Trust Agreement. The execution and delivery of this
Agreement have
been authorized by the Board and a majority of the holders
of the Portfo-
lio's outstanding voting securities, and signed by an
authorized officer
of the Company, acting as such, and neither such
authorization by such
members of the Board and shareholders nor such execution and
delivery by
such officer shall be deemed to have been made by any of
them individually
or to impose any liability on any of them personally, but
shall bind only
the assets and property of the Company as provided in the
Master Trust
Agreement.
If the foregoing is in accordance with your understanding,
kindly indicate
your acceptance of this Agreement by signing and returning
the enclosed
copy of this Agreement.
Very truly yours,
SMITH BARNEY SERIES FUND
By:
Name: Heath B. McLendon
Title: Chairman of the
Board and
Chief Executive
Officer
Accepted:
Travelers Investment Management Company
By:
Name:
Title:
ADVISORY AGREEMENT
SMITH BARNEY SERIES FUND
(Emerging Growth Portfolio)
American Capital Asset Management, Inc.
2800 Post Oak Boulevard
Houston, TX 77056
Dear Sirs:
Smith Barney Series Fund (the "Company"), a trust organized
under
the laws of the Commonwealth of Massachusetts, confirms its
agreement with American Capital Asset Management, Inc. (the
"Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital by investing
and
reinvesting in investments of the kind and in accordance
with the
investment objective(s), policies and limitations specified
in its
Master Trust Agreement, as amended from time to time (the
"Master
Trust Agreement"), in the prospectus (the "Prospectus") and
the
statement of additional information (the "Statement") filed
with the
Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-lA, as amended from time to
time,
and in the manner and to the extent as may from time to time
be
approved by the Board of Trustees of the Company (the
"Board").
Copies of the Prospectus, the Statement and the Master Trust
Agreement have been or will be submitted to the Adviser. The
Company agrees to provide copies of all amendments to the
Prospectus, the Statement and the Master Trust Agreement to
the
Adviser on an on-going basis. The Company desires to employ
and
hereby appoints the Adviser to act as the investment adviser
to the
Emerging Growth Portfolio (the "Portfolio"). The Adviser
accepts the
appointment and agrees to furnish the services for the
compensation
set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board
of the
Company, the Adviser will: (a) manage the Portfolio's
holdings in
accordance with the Portfolio's investment objective(s) and
policies
as stated in the Master Trust Agreement, the Prospectus and
the
Statement; (b) make investment decisions for the Portfolio;
(c)
maintain a trading desk and place purchase and sale orders
for
portfolio transactions for the Portfolio; and (d) employ
professional
portfolio managers and securities analysts who provide
research
services to the Portfolio. In providing those services, the
Adviser will
conduct a continual program of investment, evaluation and,
if
appropriate, sale and reinvestment of the Portfolio's
assets.
3. Brokerage
In selecting brokers or dealers to execute transactions on
behalf of
the Portfolio, the Adviser will seek the best overall terms
available.
In assessing the best overall terms available for any
transaction, the
Adviser will consider factors it deems relevant, including,
but not
limited to, the breadth of the market in the security, the
price of the
security, the financial condition and execution capability
of the
broker or dealer and the reasonableness of the commission,
if any,
for the specific transaction and on a continuing basis. In
selecting
brokers or dealers to execute a particular transaction, and
in
evaluating the best overall terms available, the Adviser is
authorized
to consider the brokerage and research services (as those
terms are
defined in Section 28(e) of the Securities Exchange Act of
1934),
provided to the Portfolio and/or other accounts over which
the
Adviser or its affiliates exercise investment discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments
materially affecting the Portfolio's holdings, and will, on
its own
initiative, furnish the Company from time to time with
whatever
information the Adviser believes is appropriate for this
purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering
the
services listed in paragraphs 2 and 3 above. The Adviser
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 the Adviser
against
any liability to the Company or to the shareholders of the
Portfolio to
which the Adviser 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 the Adviser's
reckless
disregard of its obligations and duties under this
Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this
Agreement, the Company will pay the Adviser on the first
business
day of each month a fee for the previous month at the annual
rate of
0.75 of 1.00% of the Portfolio's average daily net assets.
The fee for
the period from the Effective Date (defined below) of the
Agreement
to the end of the month during which the Effective Date
occurs shall
be prorated according to the proportion that such period
bears to the
full monthly period. Upon any termination of this Agreement
before
the end of a month, the fee for such part of that month
shall be
prorated according to the proportion that 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 the Adviser, the value of the Portfolio's net
assets shall be
computed at the times and in the manner specified in the
Prospectus
and/or the Statement.
7. Expenses
The Adviser 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,
but not limited to, investment advisory and administration
fees; fees
for necessary professional and brokerage services; fees for
any
pricing service; the costs of regulatory compliance; and
costs
associated with maintaining the Company's legal existence
and
shareholder relations.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the
Portfolio
(including fees pursuant to this Agreement and the
Portfolio's
administration agreements, but excluding interest, taxes,
brokerage
and extraordinary expenses) exceed the expense limitation of
any
state having jurisdiction over the Portfolio, the Adviser
will reduce
its fee to the Portfolio by the proportion of such excess
expense equal
to the proportion that its fee thereunder bears to the
aggregate of
fees paid by the Portfolio for investment advice and
administration
in that year, to the extent required by state law. A fee
reduction
pursuant to this paragraph 8, if any, will be estimated,
reconciled
and paid on a monthly basis.
9. Services to Other Companies or Accounts
The Company understands that the Adviser now acts, will
continue to act and may act in the future as investment
adviser to
fiduciary and other managed accounts, and as investment
adviser to
other investment companies, and the Company has no objection
to
the Adviser's so acting, provided that whenever the
Portfolio and one
or more other investment companies advised by the Adviser
have
available funds for investment, investments suitable and
appropriate
for each will be allocated in accordance with a formula
believed to be
equitable to each company. The Portfolio recognizes that in
some
cases this procedure may adversely affect the size of the
position
obtainable for the Portfolio. In addition, the Portfolio
understands
that the persons employed by the Adviser to assist in the
performance of the Adviser's duties under this Agreement
will not
devote their full time to such service and nothing contained
in this
Agreement shall be deemed to limit or restrict the right of
the
Adviser or any affiliate of the Adviser to engage in and
devote time
and attention to other businesses or to render services of
whatever
kind or nature.
10. Term of Agreement
This Agreement shall become effective as of the date
set forth
above (the "Effective Date") and shall continue for an
initial two-year
term and shall continue thereafter so long as such
continuance is
specifically approved at least annually by (i) the Board of
the
Company or (ii) a vote of a "majority" (as that term is
defined in the
Investment Company Act of 1940, as amended (the "1940 Act"))
of
the Portfolio's outstanding voting securities, provided that
in either
event the continuance is also approved by a majority of the
Board
who are not "interested persons" (as defined in the 1940
Act) 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 written notice, by
the Board
of the Company or by vote of holders of a majority of the
Portfolio's
shares, or upon 90 days' written notice, by the Adviser.
This
Agreement will also terminate automatically in the event of
its
assignment (as defined in the 1940 Act and the rules
thereunder).
11. Representation by the Company
The Company represents that a copy of the Master Trust
Agreement is on file with the Secretary of The Commonwealth
of
Massachusetts.
12. Limitation of Liability
The Company and the Adviser agree that the obligations
of the
Company under this Agreement shall not be binding upon any
of the
members of the Board, shareholders, nominees, officers,
employees
or agents, whether past, present or future, of the Company,
individually, but are binding only upon the assets and
property of
the Company, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been
authorized by
the Board and a majority of the holders of the Portfolio's
outstanding
voting securities, and signed by an authorized officer of
the
Company, acting as such, and neither such authorization by
such
members of the Board and shareholders nor such execution and
delivery by such officer shall be deemed to have been made
by any
of them individually or to impose any liability on any of
them
personally, but shall bind only the assets and property of
the
Company as provided in the Master Trust Agreement.
If the foregoing is in accordance with your understanding,
kindly
indicate
your acceptance of this Agreement by signing and returning
the
enclosed copy of this Agreement.
Very truly yours,
SMITH BARNEY SERIES FUND
By:
Name:
Title:
Accepted:
American Capital Asset Management, Inc.
By:
Name:
Title:
SMITH BARNEY SHEARSON SERIES FUND
MONEY MARKET PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized under
the laws of the Commonwealth of Massachusetts, confirms its
agreement with
Smith, Barney Advisers, Inc. ("SBA") with respect to the
Money Market
Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information as
from time to time in effect and in such manner and to such
extent as may
from time to time be approved by the Board of Trustees of
the Fund (the
"Board"). Copies of the Fund's Prospectus, Statement of
Additional
Information and Master Trust Agreement have been or will be
submitted to
SBA. Greenwich Street Advisors, a division of Mutual
Management Corp.
("Greenwich Street Advisors") serves as the Fund's
investment adviser, and
the Fund desires to employ and hereby appoints SBA to act as
its
administrator. SBA accepts this appointment and agrees to
furnish the
services to the Fund for the compensation set forth below.
SBA 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
SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations except
those performed by the Fund's investment adviser under its
investment
advisory agreement; (b) supply the Fund with office
facilities (which may
be in SBA's own offices), statistical and research data,
data processing
services, clerical, accounting and bookkeeping services,
including, but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and charges and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationary
and office supplies; and (c) prepare reports to shareholders
of the Fund,
tax returns and reports to and filings with the Securities
and Exchange
Commission (the "SEC") and state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month a
fee for the previous month at an annual rate of .20 of 1.00%
of the Fund's
average daily net assets. The fee for the period from the
date the Fund's
initial registration statement is declared effective by the
SEC to the end
of the month during which the initial registration statement
is declared
effective shall be prorated according to the proportion that
such period
bears to the full monthly period. Upon any termination of
this Agreement
before the end of any month, the fee for such part of a
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
SBA, the value
of the Fund's net assets shall be computed at the times and
in the manner
specified in the Fund's Prospectus and Statement of
Additional Information
as from time to time in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance
of its services under this Agreement. The Fund will bear
certain other
expenses to be incurred in its operation, including: taxes,
interest,
brokerage fees and commissions, if any; fees of the members
of the Board of
the Fund who are not officers, directors or employees of
Smith Barney
Shearson Inc. or its affiliates or any person who is an
affiliate of any
person to whom duties may be delegated hereunder; SEC fees
and state blue
sky qualification fees; charges of custodians and transfer
and dividend
disbursing agents; the Fund's and Board members'
proportionate share of
insurance premiums, professional association dues and/or
assessments;
outside auditing and legal expenses; costs of maintaining
the Fund's
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 of the officers or Board
and any
extraordinary expenses. In addition, the Fund will pay all
distribution
fees pursuant to a Distribution Plan adopted under Rule 12b-
1 of the
Investment Company Act of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest, taxes,
brokerage and, if permitted by state securities commissions,
extraordinary
expenses) exceed the expense limitations of any state having
jurisdiction
over the Fund, SBA will reimburse the Fund for that excess
expense to the
extent required by state law in the same proportion as its
respective fees
bear to the combined fees for investment advice and
administration. The
expense reimbursement obligation of SBA will be limited to
the amount of
its fees hereunder. Such expense reimbursement, if any,
will be estimated,
reconciled and paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the services
listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or purport to
protect SBA against
liability to the Fund or to its shareholders to which SBA
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
SBA's reckless
disregard of its obligations and duties under this
Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at least
annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other investment
companies, and the Fund has no objection to SBA so acting.
In addition,
the Fund understands that the persons employed by SBA or its
affiliates to
assist in the performance of its 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 SBA or its affiliates to
engage in and
devote time and attention to other businesses or to render
services of
whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors,
employees, affiliates, controlling persons, agents
(including persons to
whom responsibilities are delegated hereunder)
("indemnitees") against any
loss, claim, expense or cost of any kind (including
reasonable attorney's
fees) resulting or arising in connection with this Agreement
or from the
performance or failure to perform any act hereunder,
provided that no such
indemnification shall be available if the indemnitee
violated the standard
of care in paragraph 6 above. This indemnification shall be
limited by the
1940 Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the 1940
Act and the rules, regulations and interpretations thereof
as in effect
from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations of
the Fund under this Agreement shall not be binding upon any
of the Board
members, shareholders, nominees, officers, employees or
agents, whether
past, present or future, of the Fund individually, but are
binding only
upon the assets and property of the Fund, as provided in the
Master Trust
Agreement. The execution and delivery of this Agreement has
been duly
authorized by the Fund, SBA and Boston Advisors, and signed
by an
authorized officer of each, acting as such. Neither the
authorization by
the Board members of the Fund, nor the execution and
delivery by the
officer of the Fund shall be deemed to have been made by any
of them
individually or to impose any liability on any of them
personally, but
shall bind only the assets and property of the Fund as
provided in the
Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Money Market Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
INTERMEDIATE HIGH GRADE PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Intermediate High Grade Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
SBA. Greenwich Street Advisors, a division of Mutual
Management Corp.
("Greenwich Street Advisors") serves as the Fund's
investment adviser,
and the Fund desires to employ and hereby appoints SBA to
act as its
administrator. SBA accepts this appointment and agrees to
furnish the
services to the Fund for the compensation set forth below.
SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Intermediate High Grade
Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
DIVERSIFIED STRATEGIC INCOME PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Diversified Strategic Income Portfolio (the"Fund") as
follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
SBA. Greenwich Street Advisors, a division of Mutual
Management Corp.
("Greenwich Street Advisors") serves as the Fund's
investment adviser;
Global Capital Management ("Global Capital Management")
serves as the
Funds' sub-investment adviser and the Fund desires to employ
and hereby
appoints SBA to act as its administrator. SBA accepts this
appointment
and agrees to furnish the services to the Fund for the
compensation set
forth below. SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Diversified Strategic
Income
Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
EQUITY INCOME PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Equity Income Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
SBA. Greenwich Street Advisors, a division of Mutual
Management Corp.
("Greenwich Street Advisors") serves as the Fund's
investment adviser,
and the Fund desires to employ and hereby appoints SBA to
act as its
administrator. SBA accepts this appointment and agrees to
furnish the
services to the Fund for the compensation set forth below.
SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Equity Income Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
EQUITY INDEX PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Equity Index Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
SBA. PanAgora Asset Management, Inc. ("PanAgora
Management") serves as
the Fund's investment adviser, and the Fund desires to
employ and hereby
appoints SBA to act as its administrator. SBA accepts this
appointment
and agrees to furnish the services to the Fund for the
compensation set
forth below. SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Equity Index Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
GROWTH AND INCOME PORTFOLIO
ADMINISTRATION AGREEMENT
April 20,
1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Growth and Income Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1993 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
SBA. Greenwich Street Advisors, a division of Mutual
Management Corp.
("Greenwich Street Advisors") serves as the Fund's
investment adviser,
and the Fund desires to employ and hereby appoints SBA to
act as its
administrator. SBA accepts this appointment and agrees to
furnish the
services to the Fund for the compensation set forth below.
SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement.
The execution and delivery of this Agreement has been duly
authorized by
the Fund, SBA and Boston Advisors, and signed by an
authorized officer
of each, acting as such. Neither the authorization by the
Board members
of the Fund, nor the execution and delivery by the officer
of the Fund
shall be deemed to have been made by any of them
individually or to
impose any liability on any of them personally, but shall
bind only the
assets and property of the Fund as provided in the Master
Trust
Agreement.
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,
Smith Barney Shearson
Series Fund
Growth and Income
Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
APPRECIATION PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Appreciation Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
SBA. Smith Barney Asset Management, a division of Smith,
Barney
Advisers, Inc. ("Asset Management") serves as the Fund's
investment
adviser, and the Fund desires to employ and hereby appoints
SBA to act
as its administrator. SBA accepts this appointment and
agrees to
furnish the services to the Fund for the compensation set
forth below.
SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Appreciation Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
EMERGING GROWTH PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Emerging Growth Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Master Trust Agreement dated
October 13,
1991 as amended from time to time (the "Master Trust
Agreement"), in its
Prospectus and Statement of Additional Information as from
time to time
in effect and in such manner and to such extent as may from
time to time
be approved by the Board of Trustees of the Fund (the
"Board"). Copies
of the Fund's Prospectus, Statement of Additional
Information and Master
Trust Agreement have been or will be submitted to SBA.
American Capital
Asset Management ("American Captial") serves as the Fund's
investment
adviser, and the Fund desires to employ and hereby appoints
SBA to act
as its administrator. SBA accepts this appointment and
agrees to
furnish the services to the Fund for the compensation set
forth below.
SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Emerging Growth Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
TOTAL RETURN PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
Total Return Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Master Trust Agreement dated
October 13,
1991 as amended from time to time (the "Master Trust
Agreement"), in its
Prospectus and Statement of Additional Information as from
time to time
in effect and in such manner and to such extent as may from
time to time
be approved by the Board of Trustees of the Fund (the
"Board"). Copies
of the Fund's Prospectus, Statement of Additional
Information and Master
Trust Agreement have been or will be submitted to SBA.
Smith Barney
Asset Management, a division of Smith, Barney Advisers, Inc.
("Asset
Management") serves as the Fund's investment adviser, and
the Fund
desires to employ and hereby appoints SBA to act as its
administrator.
SBA accepts this appointment and agrees to furnish the
services to the
Fund for the compensation set forth below. SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Total Return Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
INTERNATIONAL EQUITY PORTFOLIO
ADMINISTRATION AGREEMENT
April 20, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Series Fund, a business trust
organized
under the laws of the Commonwealth of Massachusetts,
confirms its
agreement with Smith, Barney Advisers, Inc. ("SBA") with
respect to the
International Equity Portfolio (the"Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Master Trust Agreement dated
October 13,
1991 as amended from time to time (the "Master Trust
Agreement"), in its
Prospectus and Statement of Additional Information as from
time to time
in effect and in such manner and to such extent as may from
time to time
be approved by the Board of Trustees of the Fund (the
"Board"). Copies
of the Fund's Prospectus, Statement of Additional
Information and Master
Trust Agreement have been or will be submitted to SBA. SBA
serves as
the Fund's investment adviser, and the Fund desires to
employ and hereby
appoints SBA to act as its administrator. SBA accepts this
appointment
and agrees to furnish the services to the Fund for the
compensation set
forth below. SBA 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 SBA.
2. Services as Administrator
Subject to the supervision and direction of the
Board, SBA
will: (a) assist in supervising all aspects of the Fund's
operations
except those performed by the Fund's investment adviser
under its
investment advisory agreement; (b) supply the Fund with
office
facilities (which may be in SBA's own offices), statistical
and research
data, data processing services, clerical, accounting and
bookkeeping
services, including, but not limited to, the calculation of
(i) the net
asset value of shares of the Fund, (ii) applicable
contingent deferred
sales charges and similar fees and charges and (iii)
distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to
and filings with the Securities and Exchange Commission (the
"SEC") and
state blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, the Fund will pay SBA on the first business day
of each month
a fee for the previous month at an annual rate of .20 of
1.00% of the
Fund's average daily net assets. The fee for the period
from the date
the Fund's initial registration statement is declared
effective by the
SEC to the end of the month during which the initial
registration
statement is declared effective shall be prorated according
to the
proportion that such period bears to the full monthly
period. Upon any
termination of this Agreement before the end of any month,
the fee for
such part of a 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 SBA, the value of the Fund's net
assets
shall be computed at the times and in the manner specified
in the Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
SBA will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
members of the Board of the Fund who are not officers,
directors or
employees of Smith Barney Shearson Inc. or its affiliates or
any person
who is an affiliate of any person to whom duties may be
delegated
hereunder; SEC fees and state blue sky qualification fees;
charges of
custodians and transfer and dividend disbursing agents; the
Fund's and
Board members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement (s), but excluding distribution fees,
interest,
taxes, brokerage and, if permitted by state securities
commissions,
extraordinary expenses) exceed the expense limitations of
any state
having jurisdiction over the Fund, SBA will reimburse the
Fund for that
excess expense to the extent required by state law in the
same
proportion as its respective fees bear to the combined fees
for
investment advice and administration. The expense
reimbursement
obligation of SBA will be limited to the amount of its fees
hereunder.
Such expense reimbursement, if any, will be estimated,
reconciled and
paid on a monthly basis.
6. Standard of Care
SBA shall exercise its best judgment in rendering
the
services listed in paragraph 2 above, and SBA 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 herein shall be deemed to protect or
purport to
protect SBA against liability to the Fund or to its
shareholders to
which SBA 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 SBA's reckless disregard of its
obligations and
duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive
annual periods, provided such continuance is specifically
approved at
least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBA now acts, will
continue to act
and may act in the future as administrator to one or more
other
investment companies, and the Fund has no objection to SBA
so acting.
In addition, the Fund understands that the persons employed
by SBA or
its affiliates to assist in the performance of its 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 SBA or its
affiliates
to engage in and devote time and attention to other
businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBA and its officers,
directors, employees, affiliates, controlling persons,
agents (including
persons to whom responsibilities are delegated hereunder)
("indemnitees") against any loss, claim, expense or cost of
any kind
(including reasonable attorney's fees) resulting or arising
in
connection with this Agreement or from the performance or
failure to
perform any act hereunder, provided that no such
indemnification shall
be available if the indemnitee violated the standard of care
in
paragraph 6 above. This indemnification shall be limited by
the 1940
Act, and relevant state law. Each indemnitee shall be
entitled to
advancement of its expenses in accordance with the
requirements of the
1940 Act and the rules, regulations and interpretations
thereof as in
effect from time to time.
10. Limitation of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement. The execution and delivery of
this
Agreement has been duly authorized by the Fund, SBA and
Boston Advisors,
and signed by an authorized officer of each, acting as such.
Neither
the authorization by the Board members of the Fund, nor the
execution
and delivery by the officer of the Fund shall be deemed to
have been
made by any of them individually or to impose any liability
on any of
them personally, but shall bind only the assets and property
of the Fund
as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
International Equity
Portfolio
By: /s/ Heath B.
McLendon
Name: Heath B.
McLendon
Title: Chairman of the
Board
Accepted:
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
APPENDIX A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act"), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliations - Reconcile system
generated reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution Funds - Calculate income on purchase and sales,
calculate
change in income due to variable rate change, combine all
daily income
less expenses to arrive at net income, calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian records;
Pricing - Determine N.A.V. for Fund using market
value of
all securities and currencies (plus N.O.A.), divided by the
shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent- N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio managers;
initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board members, tax authorities, statistical and
performance
reporting companies and the Fund's auditors; interface with
the Fund's
auditors; prepare monthly reconciliation packages, including
expense pro
forma; prepare amortization schedules for premium and
discount bonds
based on the effective yield method; prepare vault
reconciliation
reports to indicate securities currently "out-for-transfer;"
and
calculate daily expenses based on expense ratios supplied by
Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual,
semi-annual and quarterly portfolio of investments and
financial
statements included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting
(for money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.)
Publications
Coordinate the printing and mailing process
with
outside printers for annual and semi-annual reports,
prospectuses,
statements of additional information, proxy statements and
special
letters or supplements;
Provide graphics and design assistance
relating to the
creation of marketing materials and shareholder reports.
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide a Treasurer and Assistant Treasurer
for the
Fund;
Determine expenses properly chargeable to the
Fund;
Authorize payment of bills for expenses of
the Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's
Board (e.g., Rule 2a-7, 10f-3, 17a-7 and 17e-1 reports,
repurchase
agreement dealer lists, securities transactions);
Recommend dividends to be voted by the Fund's
Board;
Monitor mark-to-market comparisons for money
market
funds;
Recommend valuation to be used for securities
which
are not readily saleable;
Function as a liaison with the Fund's outside
auditors
and arrange for audits;
Provide accounting, financial and tax support
relating
to portfolio management and any contemplated changes in the
Fund's
structure or operations;
Prepare and file forms with the Internal
Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's
registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder
reports with
the appropriate regulatory agencies;
Prepare and file proxy statements;
Review marketing material for SEC and NASD
clearance;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide a Secretary and an Assistant
Secretary for the
Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for
Fund board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of
shareholder
meetings;
Maintain Master Trust Agreement and By-Laws
of the
Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters
relating to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines
and
procedures to improve overall compliance by the Fund and its
various
agents;
Manage Fund litigation matters and assume
full
responsibility for the handling of routine Fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for
preparing
compliance manuals, conducting seminars for fund accounting
and advisory
personnel and performing on-going testing of the Fund's
portfolio to
assist the Fund's investment adviser in complying with
prospectus
guidelines and limitations, 1940 Act requirements and
Internal Revenue
Code requirements. The Department may also act as liaison
to the SEC
during its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a
fully
automated environment using blue sky registration software
developed by
Price Waterhouse. In addition to being responsible for the
initial and
on-going registration of shares in each state, the
Department acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
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SMITH BARNEY SHEARSON SERIES FUND
MONEY MARKET PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust organized
under the laws of the Commonwealth of Massachusetts and
Smith, Barney
Advisers, Inc. ("SBA") confirm their agreement with The
Boston Company
Advisors, Inc. ("Boston Advisors") with respect to the Money
Market
Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information as
from time to time in effect, and in such manner and to such
extent as may
from time to time be approved by the Board of Trustees of
the Fund (the
"Board"). Copies of the Fund's Prospectus, Statement of
Additional
Information and Master Trust Agreement have been or will be
submitted to
you. The Fund employs SBA as its administrator, and the
Fund and SBA
desire to employ and hereby appoint Boston Advisors as the
Fund's sub-
administrator. Boston Advisors accepts this appointment and
agrees to
furnish the services to the Fund, for the compensation set
forth below,
under the general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and SBA,
Boston Advisors will: (a) assist in supervising all aspects
of the Fund's
operations except those performed by the Fund's investment
adviser under
the Fund's investment advisory agreement; (b) supply the
Fund with office
facilities (which may be in Boston Advisor's own offices),
statistical and
research data, data processing services, clerical,
accounting and
bookkeeping services, including, but not limited to, the
calculation of (i)
the net asset value of shares of the Fund, (ii) applicable
contingent
deferred sales charges and similar fees and changes and
(iii) distribution
fees, internal auditing and legal services, internal
executive and
administrative services, and stationery and office supplies;
and (c)
prepare reports to shareholders of the Fund, tax returns and
reports to and
filings with the Securities and Exchange Commission (the
"SEC") and state
blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of each
month a fee for the previous month calculated in accordance
with the terms
set forth in Appendix B, and as agreed to from time to time
by the Fund,
SBA and Boston Advisors. Upon any termination of this
Agreement before the
end of any month, the fee for such part of a 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 Boston
Advisors, the value
of the Fund's net assets shall be computed at the times and
in the manner
specified in the Fund's Prospectus and Statement of
Additional Information
as from time to time in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with the
performance of its services under this Agreement. The Fund
will bear
certain other expenses to be incurred in its operation,
including: taxes,
interest, brokerage fees and commissions, if any; fees of
the Board members
of the Fund who are not officers, directors or employees of
Smith Barney
Shearson Inc., Boston Advisors of their affiliates; SEC fees
and state blue
sky qualification fees; charges of custodians and transfer
and dividend
disbursing agents; the Fund's and its Board members'
proportionate share of
insurance premiums, professional association dues and/or
assessments;
outside auditing and legal expenses; costs of maintaining
the Fund's
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 of the officers or Board
and any
extraordinary expenses. In addition, the Fund will pay all
distribution
fees pursuant to a Distribution Plan adopted under Rule 12b-
1 of the
Investment Company Act of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston Advisory
will reimburse the Fund for that excess expense to the
extent required by
state law in the same proportion as its respective fees bear
to the
combined fees for investment advice and administration. The
expense
reimbursement obligation of Boston Advisors will be limited
to the amount
of its fees hereunder. Such expense reimbursement, if any,
will be
estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in rendering
the services listed in paragraph 2 above. Boston Advisors
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 herein shall be deemed to protect or
purport to
protect Boston Advisors against liability to the Fund or to
its
shareholders to which Boston Advisors 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 Boston Advisor's
reckless
disregard of its obligations and duties under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without the
written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or more
other investment companies, and the Fund has no objection to
Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and nothing
contained herein shall be deemed to limit or restrict the
right of Boston
Advisors or its affiliates to engage in and devote time and
attention to
other businesses or to render services of whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including reasonable
attorney's fees) resulting or arising in connection with
this Agreement or
from the performance or failure to perform any act
hereunder, provided that
not such indemnification shall be available if the
indemnitee violated the
standard of care in paragraph 6 above. This indemnification
shall be
limited by the 1940 Act, and relevant state law. Each
indemnitee shall be
entitled to advancement of its expenses in accordance with
the requirements
of the 1940 Act and the rules, regulations and
interpretations thereof as
in effect from time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations of
the Fund under this Agreement shall not be binding upon any
of the Board
members, shareholders, nominees, officers, employees or
agents, whether
past, present or future, of the Fund individually, but are
binding only
upon the assets and property of the Fund, as provided in the
Master Trust
Agreement and Bylaws. The execution and delivery of this
Agreement has
been duly authorized by the Fund, SBA and Boston Advisors,
and signed by an
authorized officer of each, acting as such. Neither the
authorization by
the Board Members of the Fund, nor the execution and
delivery by the
officer of the Fund shall be deemed to have been made by any
of them
individually or to impose any liability on any of them
personally, but
shall bind only the assets and property of the Fund as
provided in the
Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Money Market Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
INTERMEDIATE HIGH GRADE PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust
organized under the laws of the Commonwealth of
Massachusetts and Smith,
Barney Advisers, Inc. ("SBA") confirm their agreement with
The Boston
Company Advisors, Inc. ("Boston Advisors") with respect to
the
Intermediate High Grade Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect, and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
you. The Fund employs SBA as its administrator, and the
Fund and SBA
desire to employ and hereby appoint Boston Advisors as the
Fund's sub-
administrator. Boston Advisors accepts this appointment and
agrees to
furnish the services to the Fund, for the compensation set
forth below,
under the general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws. The execution and
delivery of
this Agreement has been duly authorized by the Fund, SBA and
Boston
Advisors, and signed by an authorized officer of each,
acting as such.
Neither the authorization by the Board Members of the Fund,
nor the
execution and delivery by the officer of the Fund shall be
deemed to
have been made by any of them individually or to impose any
liability on
any of them personally, but shall bind only the assets and
property of
the Fund as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Intermediate High Grade Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
DIVERSIFIED STRATEGIC INCOME PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund a business trust
organized
under the laws of the Commonwealth of Massachusetts and
Smith, Barney
Advisers, Inc. ("SBA") confirm their agreement with The
Boston Company
Advisors, Inc. ("Boston Advisors") with respect to the
Diversified
Strategic Income Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect, and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
you. The Fund employs SBA as its administrator, and the
Fund and SBA
desire to employ and hereby appoint Boston Advisors as the
Fund's sub-
administrator. Boston Advisors accepts this appointment and
agrees to
furnish the services to the Fund, for the compensation set
forth below,
under the general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws. The execution and
delivery of
this Agreement has been duly authorized by the Fund, SBA and
Boston
Advisors, and signed by an authorized officer of each,
acting as such.
Neither the authorization by the Board Members of the Fund,
nor the
execution and delivery by the officer of the Fund shall be
deemed to
have been made by any of them individually or to impose any
liability on
any of them personally, but shall bind only the assets and
property of
the Fund as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Diversified Strategic Income
Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
EQUITY INCOME PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust
organized under the laws of the Commonwealth of
Massachusetts and Smith,
Barney Advisers, Inc. ("SBA") confirm their agreement with
The Boston
Company Advisors, Inc. ("Boston Advisors") with respect to
the Equity
Income Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect, and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
you. The Fund employs SBA as its administrator, and the
Fund and SBA
desire to employ and hereby appoint Boston Advisors as the
Fund's sub-
administrator. Boston Advisors accepts this appointment and
agrees to
furnish the services to the Fund, for the compensation set
forth below,
under the general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws. The execution and
delivery of
this Agreement has been duly authorized by the Fund, SBA and
Boston
Advisors, and signed by an authorized officer of each,
acting as such.
Neither the authorization by the Board Members of the Fund,
nor the
execution and delivery by the officer of the Fund shall be
deemed to
have been made by any of them individually or to impose any
liability on
any of them personally, but shall bind only the assets and
property of
the Fund as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Equity Income Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
EQUITY INDEX PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust
organized under the laws of the Commonwealth of
Massachusetts and Smith,
Barney Advisers, Inc. ("SBA") confirm their agreement with
The Boston
Company Advisors, Inc. ("Boston Advisors") with respect to
the Equity
Index Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect, and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
you. The Fund employs SBA as its administrator, and the
Fund and SBA
desire to employ and hereby appoint Boston Advisors as the
Fund's sub-
administrator. Boston Advisors accepts this appointment and
agrees to
furnish the services to the Fund, for the compensation set
forth below,
under the general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws.
The execution and delivery of this Agreement has been duly
authorized by
the Fund, SBA and Boston Advisors, and signed by an
authorized officer
of each, acting as such. Neither the authorization by the
Board Members
of the Fund, nor the execution and delivery by the officer
of the Fund
shall be deemed to have been made by any of them
individually or to
impose any liability on any of them personally, but shall
bind only the
assets and property of the Fund as provided in the Master
Trust
Agreement.
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,
Smith Barney Shearson
Series Fund
Equity Index Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
GROWTH AND INCOME PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust
organized under the laws of the Commonwealth of
Massachusetts and Smith,
Barney Advisers, Inc. ("SBA") confirm their agreement with
The Boston
Company Advisors, Inc. ("Boston Advisors") with respect to
the Growth
and Income Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Amended and Restated Master
Trust Agreement
dated October 13, 1991 as amended from time to time (the
"Master Trust
Agreement"), in its Prospectus and Statement of Additional
Information
as from time to time in effect, and in such manner and to
such extent as
may from time to time be approved by the Board of Trustees
of the Fund
(the "Board"). Copies of the Fund's Prospectus, Statement
of Additional
Information and Master Trust Agreement have been or will be
submitted to
you. The Fund employs SBA as its administrator, and the
Fund and SBA
desire to employ and hereby appoint Boston Advisors as the
Fund's sub-
administrator. Boston Advisors accepts this appointment and
agrees to
furnish the services to the Fund, for the compensation set
forth below,
under the general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall be deemed to
protect or
purport to protect Boston Advisors against liability to the
Fund or to
its shareholders to which Boston Advisors 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 Boston
Advisor's
reckless disregard of its obligations and duties under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws. The execution and
delivery of
this Agreement has been duly authorized by the Fund, SBA and
Boston
Advisors, and signed by an authorized officer of each,
acting as such.
Neither the authorization by the Board Members of the Fund,
nor the
execution and delivery by the officer of the Fund shall be
deemed to
have been made by any of them individually or to impose any
liability on
any of them personally, but shall bind only the assets and
property of
the Fund as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Growth and Income Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
APPRECIATION PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust
organized under the laws of the Commonwealth of
Massachusetts and Smith,
Barney Advisers, Inc. ("SBA") confirm their agreement with
The Boston
Company Advisors, Inc. ("Boston Advisors") with respect to
the
Appreciation Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments Agreement"), in its Prospectus
and Statement
of Additional Information as from time to time in effect,
and in such
manner and to such extent as may from time to time be
approved by the
Board of Trustees of the Fund (the "Board"). Copies of the
Fund's
Prospectus, Statement of Additional Information and Master
Trust
Agreement have been or will be submitted to you. The Fund
employs SBA
as its administrator, and the Fund and SBA desire to employ
and hereby
appoint Boston Advisors as the Fund's sub-administrator.
Boston
Advisors accepts this appointment and of the kind and in
accordance with
the limitations specified in its Amended and Restated Master
Trust
Agreement dated October 13, 1991 as amended from time to
time (the
"Master Trust agrees to furnish the services to the Fund,
for the
compensation set forth below, under the general supervision
of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws. The execution and
delivery of
this Agreement has been duly authorized by the Fund, SBA and
Boston
Advisors, and signed by an authorized officer of each,
acting as such.
Neither the authorization by the Board Members of the Fund,
nor the
execution and delivery by the officer of the Fund shall be
deemed to
have been made by any of them individually or to impose any
liability on
any of them personally, but shall bind only the assets and
property of
the Fund as provided in the Master Trust Agreement.
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,
Smith Barney Shearson
Series Fund
Appreciation Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
EMERGING GROWTH PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust
organized under the laws of the Commonwealth of
Massachusetts and Smith,
Barney Advisers, Inc. ("SBA") confirm their agreement with
The Boston
Company Advisors, Inc. ("Boston Advisors") with respect to
the Emerging
Growth Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Master Trust Agreement dated
October 13,
1991 as amended from time to time (the "Master Trust
Agreement"), in its
Prospectus and Statement of Additional Information as from
time to time
in effect, and in such manner and to such extent as may from
time to
time be approved by the Board of Trustees of the Fund (the
"Board").
Copies of the Fund's Prospectus, Statement of Additional
Information and
Master Trust Agreement have been or will be submitted to
you. The Fund
employs SBA as its administrator, and the Fund and SBA
desire to employ
and hereby appoint Boston Advisors as the Fund's sub-
administrator.
Boston Advisors accepts this appointment and agrees to
furnish the
services to the Fund, for the compensation set forth below,
under the
general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws.
The execution and delivery of this Agreement has been duly
authorized by
the Fund, SBA and Boston Advisors, and signed by an
authorized officer
of each, acting as such. Neither the authorization by the
Board Members
of the Fund, nor the execution and delivery by the officer
of the Fund
shall be deemed to have been made by any of them
individually or to
impose any liability on any of them personally, but shall
bind only the
assets and property of the Fund as provided in the Master
Trust
Agreement.
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,
Smith Barney Shearson
Series Fund
Emerging Growth Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
TOTAL RETURN PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund a business trust
organized
under the laws of the Commonwealth of Massachusetts and
Smith, Barney
Advisers, Inc. ("SBA") confirm their agreement with The
Boston Company
Advisors, Inc. ("Boston Advisors") with respect to the Total
Return
Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Master Trust Agreement dated
October 13,
1991 as amended from time to time (the "Master Trust
Agreement"), in its
Prospectus and Statement of Additional Information as from
time to time
in effect, and in such manner and to such extent as may from
time to
time be approved by the Board of Trustees of the Fund (the
"Board").
Copies of the Fund's Prospectus, Statement of Additional
Information and
Master Trust Agreement have been or will be submitted to
you. The Fund
employs SBA as its administrator, and the Fund and SBA
desire to employ
and hereby appoint Boston Advisors as the Fund's sub-
administrator.
Boston Advisors accepts this appointment and agrees to
furnish the
services to the Fund, for the compensation set forth below,
under the
general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws.
The execution and delivery of this Agreement has been duly
authorized by
the Fund, SBA and Boston Advisors, and signed by an
authorized officer
of each, acting as such. Neither the authorization by the
Board Members
of the Fund, nor the execution and delivery by the officer
of the Fund
shall be deemed to have been made by any of them
individually or to
impose any liability on any of them personally, but shall
bind only the
assets and property of the Fund as provided in the Master
Trust
Agreement.
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,
Smith Barney Shearson
Series Fund
Total Return Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
SMITH BARNEY SHEARSON SERIES FUND
INTERNATIONAL EQUITY PORTFOLIO
SUB-ADMINISTRATION AGREEMENT
April 20, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02109
Dear Sirs:
Smith Barney Shearson Series Fund, a business
trust
organized under the laws of the Commonwealth of
Massachusetts and Smith,
Barney Advisers, Inc. ("SBA") confirm their agreement with
The Boston
Company Advisors, Inc. ("Boston Advisors") with respect to
the
International Equity Portfolio (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by
investing and
reinvesting in investments of the kind and in accordance
with the
limitations specified in its Master Trust Agreement dated
October 13,
1991 as amended from time to time (the "Master Trust
Agreement"), in its
Prospectus and Statement of Additional Information as from
time to time
in effect, and in such manner and to such extent as may from
time to
time be approved by the Board of Trustees of the Fund (the
"Board").
Copies of the Fund's Prospectus, Statement of Additional
Information and
Master Trust Agreement have been or will be submitted to
you. The Fund
employs SBA as its administrator, and the Fund and SBA
desire to employ
and hereby appoint Boston Advisors as the Fund's sub-
administrator.
Boston Advisors accepts this appointment and agrees to
furnish the
services to the Fund, for the compensation set forth below,
under the
general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the
Board and
SBA, Boston Advisors will: (a) assist in supervising all
aspects of the
Fund's operations except those performed by the Fund's
investment
adviser under the Fund's investment advisory agreement; (b)
supply the
Fund with office facilities (which may be in Boston
Advisor's own
offices), statistical and research data, data processing
services,
clerical, accounting and bookkeeping services, including,
but not
limited to, the calculation of (i) the net asset value of
shares of the
Fund, (ii) applicable contingent deferred sales charges and
similar fees
and changes and (iii) distribution fees, internal auditing
and legal
services, internal executive and administrative services,
and stationery
and office supplies; and (c) prepare reports to shareholders
of the
Fund, tax returns and reports to and filings with the
Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to
this
Agreement, SBA will pay Boston Advisors on the first
business day of
each month a fee for the previous month calculated in
accordance with
the terms set forth in Appendix B, and as agreed to from
time to time
by the Fund, SBA and Boston Advisors. Upon any termination
of this
Agreement before the end of any month, the fee for such part
of a 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 Boston Advisors, the value of the Fund's net
assets shall be
computed at the times and in the manner specified in the
Fund's
Prospectus and Statement of Additional Information as from
time to time
in effect.
4. Expenses
Boston Advisors will bear all expenses in
connection with
the performance of its services under this Agreement. The
Fund will
bear certain other expenses to be incurred in its operation,
including:
taxes, interest, brokerage fees and commissions, if any;
fees of the
Board members of the Fund who are not officers, directors or
employees
of Smith Barney Shearson Inc., Boston Advisors of their
affiliates; SEC
fees and state blue sky qualification fees; charges of
custodians and
transfer and dividend disbursing agents; the Fund's and its
Board
members' proportionate share of insurance premiums,
professional
association dues and/or assessments; outside auditing and
legal
expenses; costs of maintaining the Fund's 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 of the officers or Board and any extraordinary
expenses.
In addition, the Fund will pay all distribution fees
pursuant to a
Distribution Plan adopted under Rule 12b-1 of the Investment
Company Act
of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of
the Fund
(including fees pursuant to this Agreement and the Fund's
investment
advisory agreement(s) and administration agreement, but
excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state
securities commissions, extraordinary expenses) exceed the
expense
limitations of any state having jurisdiction over the Fund,
Boston
Advisory will reimburse the Fund for that excess expense to
the extent
required by state law in the same proportion as its
respective fees bear
to the combined fees for investment advice and
administration. The
expense reimbursement obligation of Boston Advisors will be
limited to
the amount of its fees hereunder. Such expense
reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment
in
rendering the services listed in paragraph 2 above. Boston
Advisors
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 herein shall
be deemed to
protect or purport to protect Boston Advisors against
liability to the
Fund or to its shareholders to which Boston Advisors 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
Boston
Advisor's reckless disregard of its obligations and duties
under this
Agreement.
7. Term of Agreement
This agreement shall continue automatically for
successive
annual periods, provided that it may be terminated by 90
days' written
notice to the other parties by any of the Fund, SBA or
Boston Advisors.
This Agreement shall extend to and shall be binding upon the
parties
hereto, and their respective successors and assigns,
provided, however,
that this agreement may not be assigned, transferred or
amended without
the written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now
acts, will
continue to act and may act in the future as administrator
to one or
more other investment companies, and the Fund has no
objection to Boston
Advisors so acting. In addition, the Fund understands that
the persons
employed by Boston Advisors to assist in the performance of
its duties
hereunder may or may not devote their full time to such
service and
nothing contained herein shall be deemed to limit or
restrict the right
of Boston Advisors or its affiliates to engage in and devote
time and
attention to other businesses or to render services of
whatever kind of
nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its
officers,
directors, employees, affiliates, controlling persons and
agents
("indemnitees") to the extent that indemnification is
available from the
Fund, and Boston Advisors agrees to indemnify SBA and its
indemnitees,
against any loss, claim, expenses or cost of any kind
(including
reasonable attorney's fees) resulting or arising in
connection with this
Agreement or from the performance or failure to perform any
act
hereunder, provided that not such indemnification shall be
available if
the indemnitee violated the standard of care in paragraph 6
above. This
indemnification shall be limited by the 1940 Act, and
relevant state
law. Each indemnitee shall be entitled to advancement of
its expenses
in accordance with the requirements of the 1940 Act and the
rules,
regulations and interpretations thereof as in effect from
time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the
obligations
of the Fund under this Agreement shall not be binding upon
any of the
Board members, shareholders, nominees, officers, employees
or agents,
whether past, present or future, of the Fund individually,
but are
binding only upon the assets and property of the Fund, as
provided in
the Master Trust Agreement and Bylaws.
The execution and delivery of this Agreement has been duly
authorized by
the Fund, SBA and Boston Advisors, and signed by an
authorized officer
of each, acting as such. Neither the authorization by the
Board Members
of the Fund, nor the execution and delivery by the officer
of the Fund
shall be deemed to have been made by any of them
individually or to
impose any liability on any of them personally, but shall
bind only the
assets and property of the Fund as provided in the Master
Trust
Agreement.
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,
Smith Barney Shearson
Series Fund
International Equity Portfolio
By: /s/ Heath B. McLendon
Name: Heath B. McLendon
Title: Chairman of the Board
Smith, Barney Advisers, Inc.
By: /s/ Christina Sydor
Name: Christina Sydor
Title: Secretary
Accepted:
The Boston Company Advisors, Inc.
By: Francis J. McNamara
Name: Francis J. McNamara
Title: Senior Vice President
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve
comprehensive
accrual-based recordkeeping and management information.
They include
maintaining a fund's books and records in accordance with
the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset
value
calculation, daily dividend calculation, tax accounting and
portfolio
accounting.
The designated fund accountants interact with the
Fund's
custodian, transfer agent and investment adviser daily. As
required,
the responsibilities of each fund accountant may include:
Cash Reconciliation - Reconcile prior day's ending
cash
balance per custodian's records and the accounting system to
the prior
day's ending cash balance per fund accounting's cash
availability
report;
Cash Availability - Combine all activity affecting
the
Fund's cash account and produce a net cash amount available
for
investment;
Formal Reconciliation - Reconcile system generated
reports
to prior day's calculations of interest, dividends,
amortization,
accretion, distributions, capital stock and net assets;
Trade Processing - Upon receipt of instructions
from the
investment adviser review, record and transmit buys and
sells to the
custodian;
Journal Entries - Input entries to the accounting
system
reflecting shareholder activity and Fund expense accruals;
Reconcile and Calculate N.O.A. (net other assets)
- - Compile
all activity affecting asset and liability accounts other
than
investment account;
Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales,
calculate
change in income due to variable rate change; combine all
daily income
less expenses to arrive at net income; calculate mil rate
and yields (1
day, 7 day and 30 day);
Mini-Cycle (except for Money Market Funds) -
Review intra
day trial balance and reports, review trial balance N.O.A.;
Holdings Reconciliation - Reconcile the portfolio
holdings
per the system to custodian reports;
Pricing - Determine N.A.V. for the Fund using
market value
of all securities and currencies (plus N.O.A.), divided by
the shares
outstanding, and investigate securities with significant
price changes
(over 5%);
Money Market Fund Pricing - Monitor valuation for
compliance
with Rule 2a-7;
System Check-Back - Verify the change in market
value of
securities which saw trading activity per the system;
Net Asset Value Reconciliation - Identify the
impact of
current day's Fund activity on a per share basis;
Reporting of Price to NASDAQ - 5:30 P.M. is the
final
deadline for Fund prices being reported to the newspaper;
Reporting of Price to Transfer Agent - N.A.V.s are
reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate
corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income
receivables;
provide information to the Fund's treasurer for reports to
shareholders,
SEC, Board, tax authorities, statistical and performance
reporting
companies and the Fund's auditors; interface with Fund's
auditors;
prepare monthly reconciliation packages, including expense
pro forma;
prepare amortization schedules for premium and discount
bonds based on
the effective yield method; prepare vault reconciliation
reports to
indicate securities currently "out-for-transfer;" and
calculate daily
expenses based on expense ratios supplied by Fund's
treasurer.
Financial Administration. The financial administration
services made
available to the Fund fall within three main categories:
Financial
Reporting; Statistical Reporting; and Publications. The
following is a
summary of the services made available to the Fund by the
Financial
Administration Division:
Financial Reporting
Coordinate the preparation and review of the
annual, semi-
annual and quarterly portfolio of investments and financial
statements
included in the Fund's shareholder reports.
Statistical Reporting
Total return reporting;
SEC 30-day yield reporting and 7-day yield
reporting (for
money market funds);
Prepare dividend summary;
Prepare quarter-end reports;
Communicate statistical data to the financial
media
(Donoghue, Lipper, Morningstar, et al.).
Publications
Coordinate the printing and mailing process with
outside
printers for annual and semi-annual reports, prospectuses,
statements of
additional information, proxy statements and special letters
or
supplements;
Treasury. The following is a summary of the treasury
services available
to the Fund:
Provide an Assistant Treasurer for the Fund;
Authorize payment of bills for expenses of the
Fund;
Establish and monitor the rate of expense
accruals;
Prepare financial materials for review by the
Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase
agreement
dealer lists, securities transactions);
Monitor mark-to-market comparisons for money
market funds;
Recommend valuations to be used for securities
which are not
readily saleable;
Function as a liaison with the Fund's outside
auditors and
arrange for audits;
Provide accounting, financial and tax support
relating to
portfolio management and any contemplated changes in the
fund's
structure or operations;
Prepare and file forms with the Internal Revenue
Service
Form 8613
Form 1120-RIC
Board Members' and Shareholders' 1099s
Mailings in connection with Section 852 and
related
regulations.
Legal and Regulatory Services. The legal and regulatory
services made
available to the Fund fall within four main areas: SEC and
Public
Disclosure Assistance; Corporate and Secretarial Services;
Compliance
Services; and Blue Sky Registration. The following is a
summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
File annual amendments to the Fund's registration
statements, including updating the prospectus and statement
of
additional information where applicable;
File annual and semi-annual shareholder reports
with the
appropriate regulatory agencies;
Prepare and file proxy statements;
Provide legal assistance for shareholder
communications.
Corporate and Secretarial Services
Provide an Assistant Secretary for the Fund;
Maintain general corporate calendar;
Prepare agenda and background materials for Fund
board
meetings, make presentations where appropriate, prepare
minutes and
follow-up matters raised at Board meetings;
Organize, attend and keep minutes of shareholder
meetings;
Trust Agreement and By-Laws of the Fund.
Legal Consultation and Business Planning
Provide general legal advice on matters relating
to
portfolio management, Fund operations and any potential
changes in the
Fund's investment policies, operations or structure;
Maintain continuing awareness of significant
emerging
regulatory and legislative developments which may affect the
Fund,
update the Fund's Board and the investment adviser on those
developments
and provide related planning assistance where requested or
appropriate;
Develop or assist in developing guidelines and
procedures to
improve overall compliance by the Fund and its various
agents;
Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations
and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing
compliance
manuals, conducting seminars for fund accounting and
advisory personnel
and performing on-going testing of the Fund's portfolio to
assist the
Fund's investment adviser in complying with prospectus
guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the
SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully
automated
environment using blue sky registration software development
by Price
Waterhouse. In addition to being responsible for the
initial and on-
going registration of shares in each state, the Department
acts as
liaison between the Fund and state regulators, and monitors
and reports
on shares sold and remaining registered shares available for
sale.
shared domestic clients shearson funds ssf subad6.doc
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CONSENT OF INDEPENDENT ACCOUNTANTS
To the Trustees of Smith Barney Series Fund:
We hereby consent to the following with respect to
Post-Effective Amendment No. 10 to the Registration
Statement on
Form N-1A (File No. 33-40603) under the Securities Act of
1933,
as amended, of Smith Barney Series Fund (formerly Smith
Barney
Shearson Series Fund):
1. The incorporation by reference of our report dated
February
10, 1995 accompanying the Annual Report for the year ended
December 31, 1994 of Smith Barney Series Fund (consisting of
the
Money Market, Intermediate High Grade, Diversified Strategic
Income, Equity Income, Equity Index, Growth & Income,
Appreciation, Emerging Growth, Total Return and
International
Equity Portfolios) in the Statement of Additional
Information.
2. The reference to our firm under the heading "Financial
Highlights" in the Prospectus.
3. The reference to our firm under the heading "Counsel and
Auditors" in the Statement of Additional Information.
COOPERS & LYBRAND
L.L.P.
Boston, Massachusetts
April 28, 1995
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<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,671,065
<NUMBER-OF-SHARES-REDEEMED> 6,475,417
<SHARES-REINVESTED> 242,610
<NET-CHANGE-IN-ASSETS> 3,438,258
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19,592
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 49,261
<AVERAGE-NET-ASSETS> 6,530,705
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.035
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.035
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> SB SERIES: INTERMEDIATE HIGH GRADE
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 13,737,993
<INVESTMENTS-AT-VALUE> 13,029,483
<RECEIVABLES> 266,907
<ASSETS-OTHER> 629
<OTHER-ITEMS-ASSETS> 8,934
<TOTAL-ASSETS> 13,305,953
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 25,791
<TOTAL-LIABILITIES> 25,791
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,239,723
<SHARES-COMMON-STOCK> 1,374,312
<SHARES-COMMON-PRIOR> 922,006
<ACCUMULATED-NII-CURRENT> 174,543
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (425,594)
<ACCUM-APPREC-OR-DEPREC> (708,510)
<NET-ASSETS> 13,280,162
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 914,252
<OTHER-INCOME> 0
<EXPENSES-NET> 104,633
<NET-INVESTMENT-INCOME> 809,619
<REALIZED-GAINS-CURRENT> (425,633)
<APPREC-INCREASE-CURRENT> (706,692)
<NET-CHANGE-FROM-OPS> (322,706)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 754,838
<DISTRIBUTIONS-OF-GAINS> 96,524
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,706,733
<NUMBER-OF-SHARES-REDEEMED> 1,963,006
<SHARES-REINVESTED> 851,363
<NET-CHANGE-IN-ASSETS> 3,421,022
<ACCUMULATED-NII-PRIOR> 119,762
<ACCUMULATED-GAINS-PRIOR> 96,524
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 49,279
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 104,633
<AVERAGE-NET-ASSETS> 12,319,740
<PER-SHARE-NAV-BEGIN> 10.69
<PER-SHARE-NII> 0.61
<PER-SHARE-GAIN-APPREC> (0.94)
<PER-SHARE-DIVIDEND> 0.610
<PER-SHARE-DISTRIBUTIONS> 0.09
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.660
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> SB SERIES: DIVERSIFIED STRATEGIC INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 56,094,571
<INVESTMENTS-AT-VALUE> 52,981,897
<RECEIVABLES> 6,469,792
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 1,142,010
<TOTAL-ASSETS> 60,593,699
<PAYABLE-FOR-SECURITIES> 10,464
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,322,980
<TOTAL-LIABILITIES> 5,333,444
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 59,220,776
<SHARES-COMMON-STOCK> 6,018,370
<SHARES-COMMON-PRIOR> 4,294,279
<ACCUMULATED-NII-CURRENT> 662
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (905,769)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3,055,414)
<NET-ASSETS> 55,260,255
<DIVIDEND-INCOME> 62,907
<INTEREST-INCOME> 4,313,546
<OTHER-INCOME> 0
<EXPENSES-NET> 505,283
<NET-INVESTMENT-INCOME> 3,871,170
<REALIZED-GAINS-CURRENT> (1,560,526)
<APPREC-INCREASE-CURRENT> (3,687,044)
<NET-CHANGE-FROM-OPS> (1,376,400)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,209,940
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 200,460
<NUMBER-OF-SHARES-SOLD> 18,827,572
<NUMBER-OF-SHARES-REDEEMED> 5,435,332
<SHARES-REINVESTED> 3,410,400
<NET-CHANGE-IN-ASSETS> 12,015,840
<ACCUMULATED-NII-PRIOR> 29,871
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 238,422
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 505,283
<AVERAGE-NET-ASSETS> 52,983,217
<PER-SHARE-NAV-BEGIN> 10.070
<PER-SHARE-NII> 0.5800
<PER-SHARE-GAIN-APPREC> (0.8600)
<PER-SHARE-DIVIDEND> 0.5800
<PER-SHARE-DISTRIBUTIONS> 0.0000
<RETURNS-OF-CAPITAL> 0.0300
<PER-SHARE-NAV-END> 9.1800
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> SB SERIES: EQUITY INCOME
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 48,324,433
<INVESTMENTS-AT-VALUE> 43,407,001
<RECEIVABLES> 461,572
<ASSETS-OTHER> 631,673
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44,500,246
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 82,850
<TOTAL-LIABILITIES> 82,850
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 50,336,936
<SHARES-COMMON-STOCK> 4,502,148
<SHARES-COMMON-PRIOR> 5,210,301
<ACCUMULATED-NII-CURRENT> 627,374
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,629,482)
<ACCUM-APPREC-OR-DEPREC> (4,917,432)
<NET-ASSETS> 44,417,396
<DIVIDEND-INCOME> 2,381,677
<INTEREST-INCOME> 766,674
<OTHER-INCOME> 0
<EXPENSES-NET> 416,677
<NET-INVESTMENT-INCOME> 2,731,674
<REALIZED-GAINS-CURRENT> (1,629,482)
<APPREC-INCREASE-CURRENT> (6,956,371)
<NET-CHANGE-FROM-OPS> (5,854,179)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,331,772
<DISTRIBUTIONS-OF-GAINS> 117,669
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,601,508
<NUMBER-OF-SHARES-REDEEMED> 13,489,892
<SHARES-REINVESTED> 2,449,442
<NET-CHANGE-IN-ASSETS> (15,742,562)
<ACCUMULATED-NII-PRIOR> 227,472
<ACCUMULATED-GAINS-PRIOR> 117,669
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 223,055
<INTEREST-EXPENSE> 340
<GROSS-EXPENSE> 416,677
<AVERAGE-NET-ASSETS> 49,567,681
<PER-SHARE-NAV-BEGIN> 11.5500
<PER-SHARE-NII> 0.5800
<PER-SHARE-GAIN-APPREC> (1.7500)
<PER-SHARE-DIVIDEND> 0.4900
<PER-SHARE-DISTRIBUTIONS> 0.0200
<RETURNS-OF-CAPITAL> 0.0000
<PER-SHARE-NAV-END> 9.8700
<EXPENSE-RATIO> 0.84
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> SB SERIES: EQUITY INDEX
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 9,786,366
<INVESTMENTS-AT-VALUE> 10,204,881
<RECEIVABLES> 57,570
<ASSETS-OTHER> 1,384,050
<OTHER-ITEMS-ASSETS> 9,054
<TOTAL-ASSETS> 11,655,555
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,430,143
<TOTAL-LIABILITIES> 1,430,143
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,630,127
<SHARES-COMMON-STOCK> 874,944
<SHARES-COMMON-PRIOR> 742,872
<ACCUMULATED-NII-CURRENT> 200,919
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (42,749)
<ACCUM-APPREC-OR-DEPREC> 437,115
<NET-ASSETS> 10,225,412
<DIVIDEND-INCOME> 236,206
<INTEREST-INCOME> 60,280
<OTHER-INCOME> 0
<EXPENSES-NET> 95,547
<NET-INVESTMENT-INCOME> 200,939
<REALIZED-GAINS-CURRENT> (39,099)
<APPREC-INCREASE-CURRENT> (57,595)
<NET-CHANGE-FROM-OPS> 104,245
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 111,775
<DISTRIBUTIONS-OF-GAINS> 111,690
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,438,324
<NUMBER-OF-SHARES-REDEEMED> 1,159,262
<SHARES-REINVESTED> 223,465
<NET-CHANGE-IN-ASSETS> 1,383,307
<ACCUMULATED-NII-PRIOR> 111,758
<ACCUMULATED-GAINS-PRIOR> 108,037
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 38,236
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 95,547
<AVERAGE-NET-ASSETS> 9,559,102
<PER-SHARE-NAV-BEGIN> 11.9000
<PER-SHARE-NII> 0.2300
<PER-SHARE-GAIN-APPREC> (0.1400)
<PER-SHARE-DIVIDEND> 0.1500
<PER-SHARE-DISTRIBUTIONS> 0.1500
<RETURNS-OF-CAPITAL> 0.0000
<PER-SHARE-NAV-END> 11.6900
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>6
<NAME> SB SERIES: growth & income
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 28,913,544
<INVESTMENTS-AT-VALUE> 29,325,496
<RECEIVABLES> 834,972
<ASSETS-OTHER> 708
<OTHER-ITEMS-ASSETS> 9,082
<TOTAL-ASSETS> 30,170,258
<PAYABLE-FOR-SECURITIES> 501,496
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44,092
<TOTAL-LIABILITIES> 545,588
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29,561,442
<SHARES-COMMON-STOCK> 2,757,006
<SHARES-COMMON-PRIOR> 2,246,457
<ACCUMULATED-NII-CURRENT> 74,799
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (423,523)
<ACCUM-APPREC-OR-DEPREC> 411,952
<NET-ASSETS> 29,624,670
<DIVIDEND-INCOME> 726,517
<INTEREST-INCOME> 250,659
<OTHER-INCOME> 0
<EXPENSES-NET> 264,326
<NET-INVESTMENT-INCOME> 712,850
<REALIZED-GAINS-CURRENT> (343,937)
<APPREC-INCREASE-CURRENT> (1,273,005)
<NET-CHANGE-FROM-OPS> (904,092)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 667,174
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,429,055
<NUMBER-OF-SHARES-REDEEMED> 2,448,822
<SHARES-REINVESTED> 667,175
<NET-CHANGE-IN-ASSETS> 4,076,142
<ACCUMULATED-NII-PRIOR> 30,295
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (80,758)
<GROSS-ADVISORY-FEES> 127,450
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 264,326
<AVERAGE-NET-ASSETS> 28,322,222
<PER-SHARE-NAV-BEGIN> 11.3700
<PER-SHARE-NII> 0.2700
<PER-SHARE-GAIN-APPREC> (0.6300)
<PER-SHARE-DIVIDEND> 0.2600
<PER-SHARE-DISTRIBUTIONS> 0.0000
<RETURNS-OF-CAPITAL> 0.0000
<PER-SHARE-NAV-END> 10.7500
<EXPENSE-RATIO> 0.93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> SB SERIES: APPRECIATION
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 77,806,423
<INVESTMENTS-AT-VALUE> 80,836,700
<RECEIVABLES> 153,810
<ASSETS-OTHER> 2,737
<OTHER-ITEMS-ASSETS> 10,219
<TOTAL-ASSETS> 81,003,466
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 180,850
<TOTAL-LIABILITIES> 180,850
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 74,990,083
<SHARES-COMMON-STOCK> 7,004,234
<SHARES-COMMON-PRIOR> 6,593,923
<ACCUMULATED-NII-CURRENT> 1,410,239
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,392,017
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,030,277
<NET-ASSETS> 80,822,616
<DIVIDEND-INCOME> 1,657,502
<INTEREST-INCOME> 467,319
<OTHER-INCOME> 0
<EXPENSES-NET> 712,981
<NET-INVESTMENT-INCOME> 1,411,840
<REALIZED-GAINS-CURRENT> 2,426,383
<APPREC-INCREASE-CURRENT> (4,664,335)
<NET-CHANGE-FROM-OPS> (826,112)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 893,799
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,824,472
<NUMBER-OF-SHARES-REDEEMED> 7,016,905
<SHARES-REINVESTED> 893,799
<NET-CHANGE-IN-ASSETS> 2,981,455
<ACCUMULATED-NII-PRIOR> 892,198
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (1,034,366)
<GROSS-ADVISORY-FEES> 444,244
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 712,981
<AVERAGE-NET-ASSETS> 80,771,607
<PER-SHARE-NAV-BEGIN> 11.8000
<PER-SHARE-NII> 0.2000
<PER-SHARE-GAIN-APPREC> (0.3200)
<PER-SHARE-DIVIDEND> 0.1400
<PER-SHARE-DISTRIBUTIONS> 0.0000
<RETURNS-OF-CAPITAL> 0.0000
<PER-SHARE-NAV-END> 11.5400
<EXPENSE-RATIO> 0.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 9
<NAME> SB SERIES: Emerging Growth
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 11,196,444
<INVESTMENTS-AT-VALUE> 11,979,237
<RECEIVABLES> 116,460
<ASSETS-OTHER> 2,742
<OTHER-ITEMS-ASSETS> 12,550
<TOTAL-ASSETS> 12,110,989
<PAYABLE-FOR-SECURITIES> 536,421
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35,510
<TOTAL-LIABILITIES> 571,931
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,157,167
<SHARES-COMMON-STOCK> 1,198,109
<SHARES-COMMON-PRIOR> 216,901
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (1,400,902)
<ACCUM-APPREC-OR-DEPREC> 782,793
<NET-ASSETS> 11,539,058
<DIVIDEND-INCOME> 47,002
<INTEREST-INCOME> 47,209
<OTHER-INCOME> 0
<EXPENSES-NET> 109,572
<NET-INVESTMENT-INCOME> (15,361)
<REALIZED-GAINS-CURRENT> (1,399,759)
<APPREC-INCREASE-CURRENT> 715,785
<NET-CHANGE-FROM-OPS> (699,335)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 897
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,029,729
<NUMBER-OF-SHARES-REDEEMED> 1,048,804
<SHARES-REINVESTED> 897
<NET-CHANGE-IN-ASSETS> 9,281,590
<ACCUMULATED-NII-PRIOR> 895
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (1,143)
<GROSS-ADVISORY-FEES> 68,528
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 109,572
<AVERAGE-NET-ASSETS> 9,137,001
<PER-SHARE-NAV-BEGIN> 10.4100
<PER-SHARE-NII> 0.0000
<PER-SHARE-GAIN-APPREC> (0.7800)
<PER-SHARE-DIVIDEND> 0.0000
<PER-SHARE-DISTRIBUTIONS> 0.0000
<RETURNS-OF-CAPITAL> 0.0000
<PER-SHARE-NAV-END> 9.6300
<EXPENSE-RATIO> 1.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> SB SERIES: TOTAL RETURN
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 24,159,162
<INVESTMENTS-AT-VALUE> 23,368,385
<RECEIVABLES> 109,239
<ASSETS-OTHER> 697
<OTHER-ITEMS-ASSETS> 12,604
<TOTAL-ASSETS> 23,490,925
<PAYABLE-FOR-SECURITIES> 210,300
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 84,734
<TOTAL-LIABILITIES> 295,034
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,136,830
<SHARES-COMMON-STOCK> 2,151,407
<SHARES-COMMON-PRIOR> 269,587
<ACCUMULATED-NII-CURRENT> 133,581
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 686,358
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (760,878)
<NET-ASSETS> 23,195,891
<DIVIDEND-INCOME> 494,165
<INTEREST-INCOME> 193,568
<OTHER-INCOME> 0
<EXPENSES-NET> 141,891
<NET-INVESTMENT-INCOME> 545,842
<REALIZED-GAINS-CURRENT> 686,358
<APPREC-INCREASE-CURRENT> (800,268)
<NET-CHANGE-FROM-OPS> 431,932
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 413,990
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 20,827,157
<NUMBER-OF-SHARES-REDEEMED> 840,368
<SHARES-REINVESTED> 413,991
<NET-CHANGE-IN-ASSETS> 20,418,722
<ACCUMULATED-NII-PRIOR> 1,729
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 78,167
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 141,891
<AVERAGE-NET-ASSETS> 14,212,110
<PER-SHARE-NAV-BEGIN> 10.3000
<PER-SHARE-NII> 0.3400
<PER-SHARE-GAIN-APPREC> 0.4200
<PER-SHARE-DIVIDEND> 0.2800
<PER-SHARE-DISTRIBUTIONS> 0.0000
<RETURNS-OF-CAPITAL> 0.0000
<PER-SHARE-NAV-END> 10.7800
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> SB SERIES: INTERNATIONAL EQUITY
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