Exhibit h(8) AMENDMENT NO. 1 TO EXPENSE LIMITATION AGREEMENT Smith Barney Trust II Smith Barney Capital Preservation FundSmith Barney Trust Ii • December 13th, 2002
Exhibit e(1) DISTRIBUTION AGREEMENT AGREEMENT, dated as of September 5, 2000, by and between each of the trusts listed on the signature pages hereto (each a "Trust," and collectively, the "Trusts"), each a business trust organized under the laws of...Distribution Agreement • September 17th, 2002 • Smith Barney Trust Ii • Massachusetts
Exhibit h(1) SERVICES AGREEMENT SERVICES AGREEMENT, dated as of January 4, 1999, by and between CFBDS, INC., a Massachusetts corporation ("CFBDS") and CITIBANK, N.A., a national banking association ("Citibank"). W I T N E S S E T H : WHEREAS, Citibank...Services Agreement • December 29th, 1999 • Citifunds Trust Ii • New York
Exhibit 9(a) FORM OF SUB-ADMINISTRATIVE SERVICES AGREEMENT SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of November 14, 1997, by and between THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC., a Massachusetts corporation (the "Sub- Administrator"),...Administrative Services Agreement • October 24th, 1997 • Landmark Funds Ii
Exhibit h(5) EXPENSE LIMITATION AGREEMENT Smith Barney Trust II Smith Barney Capital Preservation Fund II EXPENSE LIMITATION AGREEMENT, effective as of September 17, 2002 by and between Smith Barney Fund Management LLC (the "Manager") and Smith Barney...Expense Limitation Agreement • September 17th, 2002 • Smith Barney Trust Ii
Exhibit e(3)Smith Barney Trust Ii • September 17th, 2002
We refer to that certain Distribution Agreement dated as of September 5, 2000 (the "Agreement"), among Salomon Smith Barney Inc. and the trusts named below. Please sign below to confirm your agreement that Exhibit A to the Agreement is hereby replaced in its entirety with the attached Exhibit A, and that the Agreement as so amended remains in full force and effect.
November 14, 1997 State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 Re: Landmark Funds II - Transfer Agency and Service Agreement Ladies and Gentlemen: This letter serves as notice that CitiFunds Small Cap Value...Transfer Agency Agreement • December 21st, 1998 • Citifunds Trust Ii
This letter serves as notice that CitiFunds Small Cap Value Portfolio and CitiFunds Growth & Income Portfolio (collectively, the "Funds") are added to the list of series of Landmark Funds II (formerly, "Landmark Capital Growth Fund") (the "Trust") to which State Street Bank and Trust Company ("State Street") renders services as transfer agent pursuant to the terms of the Transfer Agency Agreement dated as of August 21, 1986 (the "Agreement") between the Trust and State Street.
Exhibit g(2) AMENDMENT TO CUSTODIAN CONTRACT This Amendment to Custodian Contract is made as of October 17, 2001 by and between Smith Barney Trust II (formerly known as Landmark Funds II) (the "Fund") and State Street Bank and Trust Company (the...Custodian Contract • March 29th, 2002 • Smith Barney Trust Ii
SUBADVISORY AGREEMENTSubadvisory Agreement • December 20th, 2006 • Legg Mason Partners Trust Ii • New York
This SUBADVISORY AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and CAM North America LLC, a Delaware limited liability company (the “Subadviser”).
Exhibit e(4) ____________, 2003 Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 RE: DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 5, 2000 Ladies and Gentlemen: We refer to that certain Distribution Agreement dated as of...Smith Barney Trust Ii • February 6th, 2003
We refer to that certain Distribution Agreement dated as of September 5, 2000 (the "Agreement"), among Salomon Smith Barney Inc. and the trusts named below. Please sign below to confirm your agreement that Exhibit A to the Agreement is hereby replaced in its entirety with the attached Exhibit A, and that the Agreement as so amended remains in full force and effect.
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLCManagement Agreement • December 20th, 2006 • Legg Mason Partners Trust Ii • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of August, 2006, by and between Legg Mason Partners Trust II (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).
Exhibit e(1) DISTRIBUTION AGREEMENT AGREEMENT, dated as of September 5, 2000, by and between each of the trusts listed on the signature pages hereto (each a "Trust," and collectively, the "Trusts"), each a business trust organized under the laws of...Distribution Agreement • December 21st, 2001 • Smith Barney Trust Ii • Massachusetts
March 17, 2003 State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 Re: Smith Barney Trust II - Accounting Services Agreement Ladies and Gentlemen: Pursuant to Section 7.1 of the Accounting Services Agreement dated as of...Accounting Services Agreement • February 27th, 2004 • Smith Barney Trust Ii
Pursuant to Section 7.1 of the Accounting Services Agreement dated as of September 1, 1997 (the "Agreement"), between Smith Barney Trust II (formerly known as Landmark Funds II) (the "Trust") and State Street Bank and Trust Company ("State Street"), we hereby request that Smith Barney Short Duration Municipal Income Fund (the "Series") be added to the list of series of the Trust to which State Street renders services as accounting agent pursuant to the terms of the Agreement.
Exhibit h(1) TRANSFER AGENCY AND SERVICES AGREEMENT AGREEMENT, dated as of October 1, 1999 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a "Fund" and collectively the "Funds") and each...Transfer Agency and Services Agreement • February 15th, 2001 • Citifunds Trust Ii • New York
MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of August, 2006, by and between Legg Mason Partners Trust II (the "Trust") and Legg Mason Partners Fund Advisor, LLC, a Delaware...Management Agreement • December 29th, 2006 • Legg Mason Partners Trust Ii
exhibit e(4) March 17, 2003 Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 RE: DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 5, 2000 Ladies and Gentlemen: We refer to that certain Distribution Agreement dated as of September 5,...Smith Barney Trust Ii • February 27th, 2004
We refer to that certain Distribution Agreement dated as of September 5, 2000 (the "Agreement"), among Salomon Smith Barney Inc. and the trusts named below. Please sign below to confirm your agreement that Exhibit A to the Agreement is hereby replaced in its entirety with the attached Exhibit A, and that the Agreement as so amended remains in full force and effect.
signature page to follow] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized. LEGG MASON PARTNERS FUND ADVISOR, LLCSubadvisory Agreement • December 29th, 2006 • Legg Mason Partners Trust Ii • New York
DISTRIBUTION AGREEMENTDistribution Agreement • February 27th, 2006 • Smith Barney Trust Ii • Maryland
This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Trust II (“Investment Company”), a Massachusetts business trust and Legg Mason Investor Services, LLC (“Distributor”).
Exhibit h(7) EXPENSE LIMITATION AGREEMENT Smith Barney Trust II Smith Barney Capital Preservation Fund EXPENSE LIMITATION AGREEMENT, effective as of March 29, 2002 by and between Smith Barney Fund Management LLC (the "Manager") and Smith Barney Trust...Expense Limitation Agreement • December 13th, 2002 • Smith Barney Trust Ii
signature page to follow] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized. LEGG MASON PARTNERS FUND ADVISOR, LLCSubadvisory Agreement • December 29th, 2006 • Legg Mason Partners Trust Ii • New York
Exhibit h(2) SUB-ADMINISTRATIVE SERVICES AGREEMENT SUB-ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 5, 1997, by and between THE LANDMARK FUNDS BROKER-DEALER SERVICES, INC., a Massachusetts corporation (the "Sub- Administrator"), and...Sub-Administrative Services Agreement • December 21st, 1998 • Citifunds Trust Ii
Exhibit d(2) MANAGEMENT AGREEMENT LANDMARK FUNDS II CitiFunds Small Cap Value Portfolio MANAGEMENT AGREEMENT, dated as of November 14, 1997, by and between Landmark Funds II, a Massachusetts trust (the "Trust"), and Citibank, N.A., a national banking...Management Agreement • December 21st, 1998 • Citifunds Trust Ii • Massachusetts
Exhibit d(4) ASSIGNMENT AND ASSUMPTION OF CONTRACT THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of the 13th day of May, 2002, between Citi Fund Management Inc. ("Assignor") and Smith Barney Fund Management LLC ("Assignee"). WHEREAS Assignor is...Assignment and Assumption of Contract • February 28th, 2003 • Smith Barney Trust Ii
77Q1 Legg Mason Partners Capital Preservation Fund II April 10, 2007 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each,...Legg Mason Partners Trust Ii • December 28th, 2007
April 10, 2007 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each, as amended to date, an Agreement and, collectively, the Agreements), by and between each investment management company identified as an Old Fund on Exhibit A hereto (each, an Investment Company and, collectively, the Investment Companies), with respect to one or more of its series, if any, identified as an Old Portfolio on Exhibit A hereto (each, a Portfolio and, collectively, the Portfolios), and Citigroup Global Markets Inc. In connection with a restructuring of the complex of which the Investment Companies and Portfolios are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Exhibit A hereto (each, a Closing Date), many of the Investment Companies and Portfolios will be reorganized as set forth on Exhibit A hereto. Additionally, as indicated on Exhibit
State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 Re: Smith Barney Trust II - Custodian Contract Ladies and Gentlemen: Pursuant to Section 17 of the Custodian Contract dated as of September 1, 1997 (as amended, the...Smith Barney Trust Ii • June 14th, 2002
Pursuant to Section 17 of the Custodian Contract dated as of September 1, 1997 (as amended, the "Contract"), between Smith Barney Trust II (formerly known as Landmark Funds II) (the "Trust") and State Street Bank and Trust Company (the "Custodian"), we hereby request that Smith Barney Capital Preservation Fund II (the "Series") be added to the list of series of the Trust to which the Custodian renders services as custodian under the terms of the Contract.
Exhibit d FORM OF MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT, dated as of __________, by and between Smith Barney Trust II, a Massachusetts business trust (the "Trust"), and Smith Barney Fund Management LLC, a Delaware limited liability corporation...Management Agreement • March 15th, 2002 • Smith Barney Trust Ii • Massachusetts
Exhibit 6 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AGREEMENT, dated as of August 21, 1986, and amended and restated as of October 31, 1997, by and between Landmark Funds II, a Massachusetts trust (the "Trust"), and The Landmark Funds Broker-Dealer...Distribution Agreement • November 3rd, 1997 • Landmark Funds Ii • Massachusetts
77Q1 Legg Mason Partners Capital Preservation Fund II April 9, 2007 PFPC, Inc. 301 Bellevue Parkway Wilmington, DE 19809 Re: Transfer Agency and Services Agreement Ladies and Gentlemen: Reference is made to the Transfer Agency and Services Agreement...Legg Mason Partners Trust Ii • December 28th, 2007
April 9, 2007 PFPC, Inc. 301 Bellevue Parkway Wilmington, DE 19809 Re: Transfer Agency and Services Agreement Ladies and Gentlemen: Reference is made to the Transfer Agency and Services Agreement (as amended to date, the Agreement), dated as of January 1, 2006, by and among PFPC, Inc., a Massachusetts corporation, and each investment company identified as an Old Fund on Exhibit A hereto (each, a Fund and, collectively, the Funds) on behalf of each of its series identified as Old Portfolios on Exhibit A hereto (each, a Portfolio and, collectively, the Portfolios). In connection with a restructuring of the complex of which the Funds and Portfolios are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Exhibit A hereto (each, a Closing Date), many of the Funds and Portfolios will be reorganized as set forth on Exhibit A hereto. Additionally, as indicated on Exhibit A, several Funds and Portfolios have recently ceased or shall cease operations followin
Exhibit 6 FORM OF DISTRIBUTION AGREEMENT AGREEMENT , dated as of November 14, 1997, by and between Landmark Funds II, a Massachusetts trust (the "Trust"), and The Landmark Funds Broker-Dealer Services, Inc., a Massachusetts corporation...Form of Distribution Agreement • October 24th, 1997 • Landmark Funds Ii • Massachusetts
forFinancial Guarantee Agreement • December 13th, 2002 • Smith Barney Trust Ii • New York
FORM OFManagement Agreement • April 30th, 2002 • Smith Barney Trust Ii • Massachusetts
Exhibit d MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT, dated as of March 29, 2002, by and between Smith Barney Trust II, a Massachusetts business trust (the "Trust"), and Smith Barney Fund Management LLC, a Delaware limited liability corporation ("Smith...Management Agreement • December 13th, 2002 • Smith Barney Trust Ii • Massachusetts
Exhibit e(1) AMENDED AND RESTATED DISTRIBUTION AGREEMENT AGREEMENT, dated as of August 21, 1986 (November 14, 1997 for CitiFunds Small Cap Value Portfolio and CitiFunds Growth & Income Portfolio) and amended and restated as of January 4, 1999, by and...Distribution Agreement • March 1st, 1999 • Citifunds Trust Ii • Massachusetts
Exhibit d FORM OF MANAGEMENT AGREEMENT SMITH BARNEY TRUST II MANAGEMENT AGREEMENT, dated as of __________, by and between Smith Barney Trust II, a Massachusetts trust (the "Trust"), and SSB Citi Mutual Fund Management Inc., a Delaware corporation...Management Agreement • February 15th, 2001 • Citifunds Trust Ii • Massachusetts
Exhibit 6 FORM OF AMENDED AND RESTATED DISTRIBUTION AGREEMENT AGREEMENT , dated as of November 14, 1997, and amended and restated as of __________ __, 1998, by and between CitiFunds Trust II, a Massachusetts trust (the "Trust"), and CFBDS, Inc., a...Distribution Agreement • July 10th, 1998 • Landmark Funds Ii • Massachusetts
