-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJvkQ+CNaTaUBtZ12u9pRhTo85Nwlp8tin02DDziG6rrBx6b9iA/5Ml6YE0/ofto yGgm6kpnl5O7bbK5NxI9LA== 0001286207-05-000028.txt : 20050722 0001286207-05-000028.hdr.sgml : 20050722 20050722163011 ACCESSION NUMBER: 0001286207-05-000028 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050722 DATE AS OF CHANGE: 20050722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS FUND INC /DE/ CENTRAL INDEX KEY: 0000205545 IRS NUMBER: 135200790 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80682 FILM NUMBER: 05969002 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 1-800-725-6666 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN CORP/NEW/ DATE OF NAME CHANGE: 19900916 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN CORP OF MARYLAND INC DATE OF NAME CHANGE: 19900916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 71869 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0869 BUSINESS PHONE: 801-942-7803 MAIL ADDRESS: STREET 1: 2855 EAST COTTONWOOD PARKWAY, SUITE110 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 SC 13D 1 sbfwi13d050722.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. )* The Salomon Brothers Fund Inc. - ----------------------------------------------------------------- ------- (Name of Issuer) Common Stock, par value $1.00 per share - ----------------------------------------------------------------- ------- (Title of Class of Securities) 795477108 - ----------------------------------------------------------------- ------- (CUSIP Number) Arthur D. Lipson Western Investment L L C 2855 East Cottonwood Parkway, Ste. 110 Salt Lake City, UT 84121 - ----------------------------------------------------------------- ------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2005 - ----------------------------------------------------------------- ------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), (f) or (g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. - 795477108 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). WESTERN INVESTMENT L L C 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* (See Item 3) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER (See Item 5) SHARES 2,739,281 shares BENEFICIALLY 8 SHARED VOTING POWER (See Item 5) OWNED BY 0 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,739,281 shares PERSON 10 SHARED DISPOSITIVE POWER WITH 0 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,739,281 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ARTHUR D. LIPSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 2,739,282 (1) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,739,282 (1) PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,739,282 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14 TYPE OF REPORTING PERSON* IN (1) Includes one share of Common Stock held by Arthur D. Lipson IRA. 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT HEDGED PARTNERS LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 1,727,600 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,727,600 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,727,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14 TYPE OF REPORTING PERSON* PN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT ACTIVISM PARTNERS L L C 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 576,823 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 576,823 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 576,823 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 434,858 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 434,858 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 434,858 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 1,626,700 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,626,700 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,626,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS PARTNERS, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 1,317,729 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,317,729 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,317,729 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BENCHMARK PLUS MANAGEMENT, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 1,626,700 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,626,700 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,626,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT FERGUSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 2,944,429 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,944,429 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,944,429 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PARADIGM PARTNERS, N.W., INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION WASHINGTON NUMBER OF 7 SOLE VOTING POWER SHARES 1,317,729 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,317,729 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,317,729 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% 14 TYPE OF REPORTING PERSON* CO 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCOTT FRANZBLAU 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 1,626,700 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,626,700 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,626,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL DUNMIRE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) [ ] OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER SHARES 2,944,429 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,944,429 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 2,944,429 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% 14 TYPE OF REPORTING PERSON* IN ITEM 1. SECURITY AND ISSUER This statement relates to shares of the Common Stock, par value $1.00 (the "Shares"), of The Salomon Brothers Fund, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 300 First Stamford Place, 4th Floor, Stamford, Connecticut 06902. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed by Western Investment LLC, a Delaware limited liability company ("WILLC"), Arthur D. Lipson, Western Investment Hedged Partners LP, a Delaware limited partnership ("WIHP"), Western Investment Activism Partners LLC ("WIAP"), a Delaware limited liability company, Western Investment Total Return Master Fund Ltd., a corporation organized and existing under the laws of the Cayman Islands ("WITR"), Benchmark Plus Institutional Partners,L.L.C., a Delaware limited liability company ("BPIP"), Benchmark Plus Partners, L.L.C, a Delaware limited liability company ("BPP"), Benchmark Plus Management, L.L.C., a Delaware limited liability company ("BPM"),Paradigm Partners, N.W., Inc. (PPNW), a Washington corporation, Scott Franzblau, Robert Ferguson and Michael Dunmire. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of Shares of the Issuer, pursuant to an oral agreement between WILLC and BPIP, and between WILLC and BPP. Accordingly, the Reporting Persons may be deemed a group for Section 13(d) purposes. Each of WILLC, Mr. Lipson, WIHP, WIAP, and WITR disclaim beneficial ownership oF the Shares held by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire and the existence of a group for Section 13(d) purposes. Each of BPIP, BPM and Mr. Franzblau disclaim beneficial ownership of the Shares held by the other Reporting Persons and the existence of a group for Section 13(d) purposes. Each of BPP and PPNW disclaim beneficial ownership of the Shares held by the other Reporting Persons and the existence of a group for Section 13(d) purposes. Each of Mr. Ferguson and Mr. Dunmire disclaim beneficial ownership of the Shares held by the other Reporting Persons, with the exception of BPIP, BPM, BPP and PPNW. Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. WILLC has sole voting and investment power over WIHP's, WIAP's, and WITR's security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC's voting and investment decisions. BPM is the managing member of BPIP and Messrs. Franzblau, Ferguson and Dunmire in their role as managing members of BPM, have sole voting and investment control over BPIP's security holdings. PPNW is the managing member of BPP and Messrs. Ferguson and Dunmire, in their role as officers of BPP, have sole voting and investment control over BPP's security holdings. Neither WILLC, Mr. Lipson, WIHP, WIAP, nor WITR has voting or dispositive control over the Shares held by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson or Mr. Dunmire. Neither BPIP, BPM, nor Mr. Franzblau, has voting or dispositive control over the Shares held by the other Reporting Persons. Neither BPP nor PPNW has voting or dispositive control over the Shares held by the other Reporting Persons. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares held by WILLC, WIAP, WIHP, WITR or Mr. Lipson. (b) The principal business address of WILLC, Mr. Lipson, WIHP, WIAP, and WITR is 2855 East Cottonwood Parkway, Suite 110; Salt Lake City, UT 84121. The principal business address of BPIP, BPM and Mr. Franzblau is 820 A Street, Suite 700, Tacoma, WA 98402. The principal business address of BPP, PPNW, Mr. Dunmire, and Mr. Ferguson is 820 A Street, Suite 700, Tacoma, WA 98402. (c) The principal business of WILLC is acting as the general partner and managing member of WIHP, WIAP, and WITR. The principal occupation of Arthur D. Lipson is acting as managing member of WILLC. The principal business of WIHP, WIAP, and WITR is the business of acquiring, holding and disposing of investments in various companies. The principal business of BPIP is the business of acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP. The principal business of BPP is the business of acquiring, holding and disposing of investments in various companies. The principal business of PPNW is acting as the managing member of BPP. The principal occupation of Scott Franzblau is acting as a managing member of BPM. The principal occupation of Robert Ferguson and Michael Dunmire is acting as managing members of BPM and officers of PPNW. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Messrs. Lipson, Franzblau, Ferguson and Dunmire are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price of the 2,739,281 Shares beneficially owned by WILLC is approximately $35,104,085. The Shares beneficially owned by WILLC were acquired with the working capital of each of WIHP, WIAP, and WITR. The aggregate purchase price of the 1,626,700 Shares beneficially owned by BPM is approximately $20,848,938. The Shares beneficially owned by BPM were acquired with the working capital of BPIP. The aggregate purchase price of the 1,317,729 Shares beneficially owned by PPNW is approximately $16,770,632. The Shares beneficially owned by PPNW were acquired with the working capital of BPP. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons are concerned by the persistent discount to net asset value at which the Shares of the Issuer have been trading. The Reporting Persons believe that the Issuer should take appropriate action to cause the discount to net asset value to be eliminated or reduced. The Reporting Persons may engage in discussions with management and the Board of the Issuer and other shareholders about possible solutions to this problem. The Reporting Persons reserve the right to take any other action they deem appropriate related to this issue. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. Each of the Reporting Persons intends to review his/its investment in the Issuer on a continuing basis and engage in discussions with management and the Board of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, each of the Reporting Persons may in the future take such actions with respect to his/its investment in the Issuer as he/it deems appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing its intention with respect to any and all matters referred to in Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 99,194,650 Shares outstanding as of February 28, 2005, as reported in the Issuer's Form DEF 14A filed with the Securities and Exchange Commission on March 15, 2005. An affiliate of WILLC, Western Investment Institutional Partners LLC (WIIP), acquired shares of SBF prior to 7/06/2005, and on 7/06/2005 and 7/08/2005, sold all shares to WIHP and WITR, as noted in Schedule A. As of the close of business on July 22, 2005, WIHP, WIAP, WITR, BPIP, and BPP beneficially owned 1,727,600, 576,823, 434,858, 1,626,700, and 1,317,729 Shares, respectively, representing 1.7%, 0.6%, 0.4%, 1.6%, and 1.3%, respectively, of the Shares outstanding. WILLC beneficially owned 2,739,281 Shares, constituting approximately 2.8% of the Shares outstanding. Mr. Lipson beneficially owned 2,739,282 Shares, constituting approximately 2.8% of the Shares outstanding. As the general partner or managing member, as the case may be, of WIHP, WIAP, and WITR, WILLC may be deemed to beneficially own the 2,739,281 Shares beneficially owned in the aggregate by WIHP, WIAP, and WITR. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 2,739,281 Shares beneficially owned by WILLC. As the managing member of BPIP, BPM may be deemed to beneficially own the 1,626,700 Shares beneficially owned by BPIP. As the managing members of BPM, Messrs. Franzblau, Ferguson and Dunmire may be deemed to beneficially own the 1,626,700 Shares owned by BPM. As the managing member of BPP, PPNW may be deemed to beneficially own the 1,317,729 Shares beneficially owned by BPP. As the officers of PPNW, Messrs. Ferguson and Dunmire may be deemed to beneficially own the 1,317,729 Shares beneficially owned by PPNW. (b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by WIHP, WIAP, and WITR by virtue of their respective positions as described in paragraph (a). Neither WILLC, Mr. Lipson, WIHP, WIAP nor WITR has voting or dispositive control over the Shares held by BPIP, BPP, BPM, PPNW, Mr. Franzblau, Mr. Ferguson or Mr. Dunmire. Each of BPM, Mr. Franzblau, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by BPIP by virtue of their respective positions as described in paragraph (a). Neither BPIP, BPM nor Mr. Franzblau has voting or dispositive control over the Shares held by the other Reporting Persons. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares held by the other Reporting Persons, with the exception of BPP and PPNW. Each of PPNW, Mr. Ferguson and Mr. Dunmire is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by BPP by virtue of their respective positions as described in paragraph (a). Neither BPP nor PPNW has voting or dispositive control over the Shares held by the other Reporting Persons. Neither Mr. Ferguson nor Mr. Dunmire has voting or dispositive control over the Shares held by the other Reporting Persons, with the exception of BPIP and BPM. (c) Schedule A annexed hereto lists all transactions by the Reporting Persons in the Issuer's Common Stock during the past sixty days. All of such transactions were effected in the open market. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On July 22, 2005, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Filing Agreement by and among Western Investment LLC, Arthur D. Lipson, Western Investment Hedged Partners LP, Western Investment Activism Partners LLC, Western Investment Total Return Master Fund Ltd., Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Paradigm Partners, N.W., Inc., Scott Franzblau, Robert Ferguson and Michael Dunmire, dated July 22, 2005. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 22, 2005 WESTERN INVESTMENT L L C By: /s/ Arthur D. Lipson, Sole Member WESTERN INVESTMENT HEDGED PARTNERS LP By: Western Investment L L C, its General Partner By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND, LTD. By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member By: /s/ Arthur D.Lipson ___________________ ARTHUR D. LIPSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. By: Benchmark Plus Management, L.L.C., its Managing Member By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member BENCHMARK PLUS MANAGEMENT, L.L.C. By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member By: /s/ Scott Franzblau ___________________ SCOTT FRANZBLAU By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE BENCHMARK PLUS PARTNERS, L.L.C. By: Paradigm Partners, N.W., Inc., its Managing Member By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal PARADIGM PARTNERS, N.W. INC. By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE SCHEDULE A Transaction Code Quantity Trade Date Price WIHP Buy 25,500 5/26/2005 $12.7445 Buy 10,000 5/27/2005 $12.7520 Buy 10,000 6/01/2005 $12.7997 Buy 1,000 6/03/2005 $12.8574 Buy 2,000 6/16/2005 $12.9385 Buy 4,900 6/30/2005 $13.0771 Buy 21,700 6/30/2005 $13.0876 Buy* 126,500 7/06/2005 $13.0709 Buy 10,900 7/06/2005 $13.0995 Buy* 126,500 7/06/2005 $13.0709 Buy 114,500 7/05/2005 $13.1939 Buy 5,600 7/08/2005 $13.1317 Buy 42,000 7/14/2005 $13.5001 Sell 5,000 7/14/2005 $13.5000 Buy 262,200 7/15/2005 $13.5780 Buy 8,700 7/15/2005 $13.4806 Sell 3,800 7/18/2005 $13.5224 Buy 61,900 7/20/2005 $13.7050 Buy 8,400 7/20/2005 $13.6206 Buy 20,700 7/21/2005 $13.6800 WIAP Buy 18,700 7/01/2005 $13.0495 Buy 2,023 7/01/2005 $13.0585 Buy 91,000 7/15/2005 $13.5781 WITR Buy 300 6/28/2005 $13.0518 Buy 7,400 6/28/2005 $12.9879 Buy 3,800 6/29/2005 $13.0700 Buy 60,800 6/29/2005 $13.0691 Buy* 121,558 7/08/2005 $13.2009 Buy 72,000 7/11/2005 $13.2988 Buy 2,000 7/11/2005 $13.3335 Buy 113,800 7/15/2005 $13.5781 WIIP Sell* 126,500 7/06/2005 $13.0709 Sell* 126,500 7/06/2005 $13.0709 Sell* 121,558 7/08/2005 $13.2009 BPP Buy 10,100 5/27/2005 $12.7520 Buy 6,900 5/31/2005 $12.7312 Buy 51,800 6/01/2005 $12.7997 Buy 1,000 6/02/2005 $12.8128 Buy 2,800 6/03/2005 $12.8574 Buy 700 6/07/2005 $12.9015 Buy 700 6/09/2005 $12.8379 Buy 2,500 6/10/2005 $12.8190 Buy 5,900 6/13/2005 $12.8667 Buy 7,600 6/14/2005 $12.8711 Buy 4,200 6/15/2005 $12.8729 Buy 11,600 6/16/2005 $12.9334 Buy 17,900 6/17/2005 $13.0012 Buy 1,100 6/20/2005 $12.9804 Buy 1,900 6/21/2005 $12.9771 Buy 10,700 6/22/2005 $13.0198 Buy 6,100 6/24/2005 $12.9483 Buy 25,300 6/27/2005 $12.9398 Buy 7,400 6/28/2005 $12.9879 Buy 46,900 7/05/2005 $13.1234 Buy 4,800 7/12/2005 $13.3493 Buy 600 7/13/2005 $13.3541 Buy 1,700 7/15/2005 $13.4471 Buy 2,100 7/18/2005 $13.4889 Buy 2,500 7/19/2005 $13.5589 Buy 11,500 7/20/2005 $13.6709 Buy 4,700 7/21/2005 $13.6659 BPIP Buy 6,900 5/31/2005 $12.7312 Buy 51,900 6/01/2005 $12.7997 Buy 5,400 6/02/2005 $12.8128 Buy 2,800 6/03/2005 $12.8574 Buy 100 6/06/2005 $12.8100 Buy 4,000 6/07/2005 $12.9015 Buy 800 6/08/2005 $12.8450 Buy 4,100 6/09/2005 $12.8379 Buy 14,300 6/10/2005 $12.8190 Buy 33,500 6/13/2005 $12.8667 Buy 41,000 6/14/2005 $12.8711 Buy 23,600 6/15/2005 $12.8729 Buy 46,500 6/16/2005 $12.9334 Buy 71,600 6/17/2005 $13.0012 Buy 4,600 6/20/2005 $12.9804 Buy 7,600 6/21/2005 $12.9771 Buy 43,600 6/22/2005 $13.0198 Buy 1,200 6/23/2005 $12.9800 Buy 25,300 6/24/2005 $12.9483 Buy 101,300 6/27/2005 $12.9398 Buy 22,000 6/28/2005 $12.9879 Buy 187,600 7/05/2005 $13.1234 Buy 19,300 7/12/2005 $13.3493 Buy 2,600 7/13/2005 $13.3541 Buy 6,800 7/15/2005 $13.4471 Buy 8,600 7/18/2005 $13.4889 Buy 10,200 7/19/2005 $13.5589 Buy 46,300 7/20/2005 $13.6709 Buy 18,700 7/21/2005 $13.6659 * The two 126,500 share transactions on 7/06/2005 and the 121,558 share transaction on 7/08/2005 were cross trades between affiliates. WILLC NONE BPM NONE PPNW NONE Mr. Lipson NONE Mr. Franzblau NONE Mr. Dunmire NONE Mr. Ferguson NONE JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated July 22, 2005(including further amendments thereto) with respect to the Common Stock of The Salomon Brothers Fund Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: July 22, 2005 WESTERN INVESTMENT L L C By: /s/ Arthur D. Lipson, Sole Member WESTERN INVESTMENT HEDGED PARTNERS LP By: Western Investment L L C, its General Partner By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT ACTIVISM PARTNERS LLC By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member WESTERN INVESTMENT TOTAL RETURN MASTER FUND LTD. By: Western Investment L L C, its Managing Member By: /s/ Arthur D. Lipson, Managing Member By: /s/ Arthur D. Lipson ____________________ ARTHUR D. LIPSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C. By: Benchmark Plus Management, L.L.C., its Managing Member By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member BENCHMARK PLUS MANAGEMENT, L.L.C. By: /s/ Scott Franzblau, Managing Member By: /s/ Robert Ferguson, Managing Member By: /s/ Michael Dunmire, Managing Member By: /s/ Scott Franzblau ___________________ SCOTT FRANZBLAU By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE BENCHMARK PLUS PARTNERS, L.L.C. By: Paradigm Partners, N.W., Inc., its Managing Member By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal PARADIGM PARTNERS, N.W. INC. By: /s/ Robert Ferguson, Principal By: /s/ Michael Dunmire, Principal By: /s/ Robert Ferguson ___________________ ROBERT FERGUSON By: /s/ Michael Dunmire ___________________ MICHAEL DUNMIRE -----END PRIVACY-ENHANCED MESSAGE-----