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
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,...Distribution Agreement • February 27th, 2004 • Smith Barney Trust Ii
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.
August 24, 2000 Citi Fiduciary Trust Company 125 Broad Street 11th Floor New York, New York 10004 Re: CitiFunds Trust II - Transfer Agency and Service Agreement Ladies and Gentlemen: This letter serves as notice that Smith Barney Diversified Large Cap...Transfer Agency and Service Agreement • February 28th, 2003 • Smith Barney Trust Ii
This letter serves as notice that Smith Barney Diversified Large Cap Growth Fund and Smith Barney Small Cap Growth Opportunities Fund (collectively, the "Series"), are added to the list of series to which Citi Fiduciary Trust Company ("Citi Fiduciary") renders services as transfer agent pursuant to the terms of the Transfer Agency and Service Agreement dated as of October 1, 1999 (the "Agreement") between each of the investment companies listed on Schedule A thereto and Citi Fiduciary (formerly known as, "Smith Barney Private Trust Company").
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 h(8) AMENDMENT NO. 1 TO EXPENSE LIMITATION AGREEMENT Smith Barney Trust II Smith Barney Capital Preservation FundExpense Limitation Agreement • December 13th, 2002 • Smith Barney Trust Ii
March 17, 2003 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 18 of the Custodian Contract dated as of September 1, 1997 (as...Custodian Contract • February 27th, 2004 • Smith Barney Trust Ii
Pursuant to Section 18 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 Short Duration Municipal Income Fund (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.
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.
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”).
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”).
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.
March 17, 2003 Citicorp Trust Bank, fsb 125 Broad Street New York, New York, 10004 Re: Smith Barney Trust II - Transfer Agency and Services Agreement Ladies and Gentlemen: This letter serves as notice that Smith Barney Short Duration Municipal Income...Transfer Agency and Services Agreement • February 27th, 2004 • Smith Barney Trust Ii
This letter serves as notice that Smith Barney Short Duration Municipal Income Fund (the "Series"), a series of Smith Barney Trust II (the "Trust"), is added to the list of series of the Trust to which Citicorp Trust Bank, fsb ("Citicorp") renders services as transfer agent pursuant to the terms of the Transfer Agency and Services Agreement dated as of October 1, 1999 (the "Agreement"), between the Trust and Citicorp (formerly known as Travelers Bank & Trust, fsb).
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
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 h(7) FORM OF EXPENSE LIMITATION AGREEMENT Smith Barney Trust II Smith Barney Capital Preservation Fund EXPENSE LIMITATION AGREEMENT, effective as of ________ ___, 2002 by and between Smith Barney Fund Management LLC (the "Manager") and Smith...Expense Limitation Agreement • March 15th, 2002 • Smith Barney Trust Ii
Exhibit e(1) FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • June 14th, 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 9(b) TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • June 30th, 1998 • Landmark Funds Ii • Massachusetts
FORM OF CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • February 27th, 2006 • Smith Barney Trust Ii
THIS AGREEMENT is made as of January 1, 2006 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio" and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
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(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
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 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 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
Citi Fiduciary Trust Company 125 Broad Street 11th Floor New York, New York 10004 Re: CitiFunds Trust II - Sub-Transfer Agency and Service Agreement Ladies and Gentlemen: This letter serves as notice that Smith Barney Research Fund and Smith Barney...Sub-Transfer Agency and Service Agreement • December 29th, 2000 • Citifunds Trust Ii
This letter serves as notice that Smith Barney Research Fund and Smith Barney Global Research Fund (collectively, the "Series"), are added to the list of series to which PFPC Global Fund Services ("PFPC") renders services as transfer agent pursuant to the terms of the Sub-Transfer Agency and Service Agreement dated as of (the "Agreement") between Citi Fiduciary Trust Company, as transfer agent to the Series and PFPC.
Exhibit e(2) DISTRIBUTION AGREEMENT AGREEMENT, dated as of January 4, 1999, by and between CitiFunds Trust II (formerly, Landmark Funds II), a Massachusetts business trust (the "Trust"), and CFBDS, Inc., a Massachusetts corporation ("Distributor")....Distribution Agreement • March 1st, 1999 • Citifunds Trust Ii • Massachusetts
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
77Q1 Legg Mason Partners Capital Preservation Fund II April 5, 2007 Legg Mason Investor Services, LLC 100 Light Street Baltimore, Maryland 21202 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each,...Distribution Agreement • December 28th, 2007 • Legg Mason Partners Trust Ii
April 5, 2007 Legg Mason Investor Services, LLC 100 Light Street Baltimore, Maryland 21202 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), having registered its shares for each of its series, if any, identified as an Old Portfolio on Exhibit A hereto (each, a Portfolio and, collectively, the Portfolios), and Legg Mason Investor Services, LLC. 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 indica
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
Smith Barney Trust II 125 Broad Street New York, NY 10004 Re: Form of Expense Waiver and Reimbursement Agreement Ladies and Gentlemen: Smith Barney Fund Management LLC currently provides investment management services to Smith Barney Trust II (the...Expense Waiver and Reimbursement Agreement • December 31st, 2002 • Smith Barney Trust Ii
This agreement in this letter shall take effect on the day (the "Closing Date") on which the transactions contemplated by that certain Agreement and Plan of Reorganization dated ____________, 2003 by and between the Trust, on behalf of the Fund, and Smith Barney World Funds, Inc., on behalf of its series European Portfolio, are consummated and shall continue until the first anniversary of the Closing Date.
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 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...Transfer Agency and Services Agreement • December 28th, 2007 • Legg Mason Partners Trust 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 (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
AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSIDistribution Agreement • February 27th, 2006 • Smith Barney Trust Ii
Reference is made to that certain distribution agreement (the "Agreement"), dated as of February 4, 2002, between Smith Barney Trust II (formerly CitiFunds Trust II) (the “Investment Company”),with respect to one or more separate series listed on Exhibit A (each a "Fund") and PFS Distributors, Inc. (“PFSD”). This letter agreement (the "Amendment") incorporates all of the conditions, responsibilities, representations and other terms of the Agreement, except as amended or modified in this Amendment.
FORM OFManagement Agreement • April 30th, 2002 • Smith Barney Trust Ii • Massachusetts
forFinancial Guarantee Agreement • December 13th, 2002 • Smith Barney Trust Ii • New York
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
