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 the
Commonwealth of Massachusetts, and Xxxxxxx Xxxxx Xxxxxx Inc., a New York
corporation ("Distributor").
WHEREAS, each Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, each Trust's shares of beneficial interest ("Shares") may be
divided into separate series and/or classes;
WHEREAS, each Trust has registered its Shares under the Securities Act
of 1933, as amended (the "1933 Act") and wishes to retain the services of a
distributor for its Shares or for the Shares of each of its series listed on
Exhibit A hereto (the "Funds"), as the case may be and as indicated in Exhibit
A;
WHEREAS, Distributor has agreed to act as distributor of the Shares
indicated on Exhibit A from and after the date specified therein;
WHEREAS, each Trust has adopted a Distribution and/or Service Plan
pursuant to Rule 12b-1 under the 1940 Act (each, a "Service Plan") with respect
to those Funds and/or classes of Shares designated as having a Service Plan on
Exhibit A hereto, and may enter into related agreements providing for the
distribution and servicing of Shares covered thereby;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. Appointment of Distributor.
(a) Each Trust hereby appoints Distributor its agent for the
distribution of Shares of the Funds or of the Trust itself, as indicated on
Exhibit A, in jurisdictions wherein such Shares may be legally offered for
sale; provided, however, that the Trust in its absolute discretion may issue
Shares of the Funds or of the Trust, as the case may be, in connection with (i)
the payment or reinvestment of dividends or distributions; (ii) any merger or
consolidation of the Trust or of any Fund with any other investment company or
trust or any personal holding company, or the acquisition of the assets of any
such entity or another Fund of the Trust; or (iii) any offer of exchange
permitted by Section 11 of the 0000 Xxx.
(b) Distributor hereby accepts such appointment as agent for the
distribution of Shares of the Funds or of the Trust itself, as indicated on
Exhibit A, and agrees that it will sell the Shares as agent for each Trust at
prices determined as hereinafter provided and on the terms hereinafter set
forth, all according to the then-current prospectus and statement of additional
information of the applicable Trust or Fund (the "Prospectus" and the
"Statement of Additional Information"), applicable laws, rules and regulations
and the Declaration of Trust of the applicable Trust. Distributor agrees to use
its best efforts to solicit orders for the sale of Shares, and agrees to
transmit promptly to the applicable Trust (or to the transfer agent, if so
instructed in writing by the Trust) any orders received by it for purchase or
redemption of Shares.
(c) Distributor may sell Shares to or through qualified securities
dealers, financial institutions or others. Distributor will require each dealer
or other such party to conform to the provisions of this Agreement, the
applicable Prospectus and Statement of Additional Information and applicable
law; and neither Distributor nor any such dealers or others shall withhold the
placing of purchase orders for Shares so as to make a profit thereby.
(d) Distributor shall order Shares from the applicable Trust only to
the extent that it shall have received unconditional purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i) any
short sales of Shares; or (ii) any sales of Shares to any Trustee or officer of
the applicable Trust, any officer or director of Distributor or any corporation
or association furnishing investment advisory, managerial or supervisory
services to the applicable Trust, or to any such corporation or association,
unless such sales are made in accordance with the applicable Prospectus and the
Statement of Additional Information.
(e) Distributor is not authorized by any Trust to give any information
or make any representations regarding Shares, except such information or
representations as are contained in the applicable Prospectus and Statement of
Additional Information or advertisements and sales literature prepared by or on
behalf of the Trust for Distributor's use.
(f) Each Trust agrees to execute any and all documents, to furnish any
and all information and otherwise to take all actions which may be reasonably
necessary in the discretion of the Trust's officers in connection with the
qualification of Shares for sale in such states as Distributor and the Trust
agree.
(g) No Shares shall be offered by either Distributor or a Trust under
this Agreement, and no orders for the purchase or sale of such Shares hereunder
shall be accepted by the Trust, if and so long as the effectiveness of the
Trust's then current registration statement as to such Shares or any necessary
amendments thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as a current prospectus for such Shares as required by
Section 10 of the 1933 Act is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this paragraph (g)
shall in any way restrict the Trust's obligation to repurchase Shares from any
shareholder in accordance with the provisions of the applicable Prospectus or
charter documents.
(h) Notwithstanding any provision hereof, a Trust may terminate,
suspend or withdraw the offering of any Shares whenever, in its sole
discretion, it deems such action to be desirable.
2. Offering Price of Shares. All Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time of
the sale, as described in the applicable Prospectus. The excess, if any, of the
public offering price over the net asset value of the Shares sold by
Distributor as agent, and any contingent deferred sales charge applicable to
Shares of any class as set forth in the applicable Prospectus, shall be
retained by Distributor as a commission for its services hereunder. Out of such
commission Distributor may allow commissions, concessions or agency fees to
dealers or other financial institutions, including banks, and may allow them to
others in its discretion in such amounts as Distributor shall determine from
time to time, consistent with any disclosure in the then-current applicable
Prospectus and Statement of Additional Information. Except as may be otherwise
determined by Distributor from time to time, such commissions, concessions or
agency fees shall be uniform to all dealers and other financial institutions.
At no time shall a Trust receive less than the full net asset value of the
Shares, determined in the manner set forth in the applicable Prospectus and the
Statement of Additional Information. Distributor also may receive such
compensation under a Trust's Service Plan, if applicable, with respect to a
Fund or a particular class of Shares as may be authorized by the Trustees of
the Trust from time to time.
3. Furnishing of Information.
(a) Each Trust shall furnish to Distributor copies of any information,
financial statements and other documents that Distributor may reasonably
request for use in connection with the sale of Shares under this Agreement.
Each Trust shall also make available a sufficient number of copies of any
applicable Prospectus and Statement of Additional Information for use by the
Distributor.
(b) Each Trust agrees to advise Distributor immediately in writing:
(i) of any request by the Securities and Exchange Commission
for amendments to any registration statement or to a Prospectus or for
additional information;
(ii) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness of
any such registration statement or Prospectus or the initiation of any
proceeding for that purpose;
(iii) of the happening of any event which makes untrue any
statement of a material fact made in any such registration statement
or Prospectus or which requires the making of a change in such
registration statement or Prospectus in order to make the statements
therein not misleading; and
(iv) of all actions of the Securities and Exchange Commission
with respect to any amendments to any such registration statement or
Prospectus which may from time to time be filed with the Securities
and Exchange Commission.
4. Expenses.
(a) Each Trust will pay or cause to be paid the following expenses:
organization costs of that Trust and its Funds, as applicable; compensation of
Trustees who are not "affiliated persons" of Distributor; governmental fees;
interest charges; loan commitment fees; taxes; membership dues in industry
associations allocable to the Trust; fees and expenses of independent auditors,
legal counsel and any transfer agent, distributor, shareholder servicing agent,
registrar or dividend disbursing agent of the Trust; expenses of issuing and
redeeming shares of beneficial interest and servicing shareholder accounts;
expenses of preparing, typesetting, printing and mailing prospectuses,
statements of additional information, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to existing
shareholders; expenses connected with the execution, recording and settlement
of security transactions; insurance premiums; fees and expenses of the
custodian for all services, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating net asset
value (including but not limited to the fees of independent pricing services);
expenses of meetings of shareholders; expenses relating to the issuance,
registration and qualification of shares; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust may be a party and the legal obligation which
the Trust may have to indemnify its Trustees and officers with respect thereto.
(b) Except as otherwise provided in this Agreement and except to the
extent such expenses are borne by a Trust pursuant to the Service Plan of a
Fund or a particular class of Shares, Distributor will pay or cause to be paid
all expenses connected with its own qualification as a dealer under state and
federal laws and all other expenses incurred by Distributor in connection with
the sale of Shares as contemplated by this Agreement.
(c) Distributor shall prepare and deliver reports to the Trustees of
each Trust on a regular basis, at least quarterly, showing the expenditures
pursuant to each Service Plan of each Fund or a particular class the Fund or
Trust, as the case may be, and the purposes therefor, as well as any
supplemental reports that the Trustees of the Trust, from time to time, may
reasonably request.
5. Repurchase of Shares. Distributor as agent and for the account of a
Trust may repurchase Shares of the applicable Trust or Fund offered for resale
to it and redeem such Shares at their net asset value.
6. Indemnification by the Trust. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of Distributor, each Trust agrees to indemnify
Distributor, its officers and directors, and any person which controls
Distributor within the meaning of the 1933 Act against any and all claims,
demands, liabilities and expenses that any such indemnified party may incur
under the 1933 Act, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the registration
statement for that Trust or any of its Funds, any applicable Prospectus or
Statement of Additional Information, or any advertisements or sales literature
prepared by or on behalf of the Trust for Distributor's use, or any omission to
state a material fact therein, the omission of which makes any statement
contained therein misleading, unless such statement or omission was made in
reliance upon and in conformity with information furnished to the Trust in
connection therewith by or on behalf of Distributor. Nothing herein contained
shall require a Trust to take any action contrary to any provision of its
Declaration of Trust or any applicable statute or regulation.
7. Indemnification by Distributor. Distributor agrees to indemnify
each Trust, its officers and Trustees and any person which controls the Trust
within the meaning of the 1933 Act against any and all claims, demands,
liabilities and expenses that any such indemnified party may incur under the
1933 Act, or common law or otherwise, arising out of or based upon (i) any
alleged untrue statement of a material fact contained in the registration
statement for any Trust or any Fund, any Prospectus or Statement of Additional
Information, or any advertisements or sales literature prepared by or on behalf
of the Trust for Distributor's use, or any omission to state a material fact
therein, the omission of which makes any statement contained therein
misleading, if such statement or omission was made in reliance upon and in
conformity with information furnished to the Trust in connection therewith by
or on behalf of Distributor; and (ii) any act or deed of Distributor or its
sales representatives that has not been authorized by the Trust in any
Prospectus or Statement of Additional Information or by this Agreement.
8. Term and Termination.
(a) This Agreement shall become effective with respect to a Trust or
Fund or any class of Shares of a Trust or Fund on the date indicated on Exhibit
A attached hereto. Exhibit A may be amended from time to time to add additional
series or classes of a Trust as agreed by that Trust and Distributor. This
Agreement shall continue with respect to a Trust or Fund or applicable class,
as the case may be, for successive annual periods after its effectiveness so
long as each such continuance is specifically approved by votes of a majority
of both the Trustees of the applicable Trust and the Trustees of the Trust who
are not parties to this Agreement or interested persons (as defined in the 0000
Xxx) of any such party and who have no direct or indirect financial interest in
this Agreement or in the operation of the Service Plan, if applicable, or in
any agreement related thereto ("Independent Trustees"), cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Agreement is terminable as to a Trust or any Fund, or any
class of a Trust or Fund, without penalty, on 60 days' notice by the Trustees
of the applicable Trust, by vote of the holders of a majority of the Shares of
the Trust, Fund or class, as applicable, or on 90 days' notice by Distributor.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
9. Limitation of Liability. Each party acknowledges and agrees that
all obligations of each Trust under this Agreement are binding only with
respect to that Trust or, if the Shares of the Trust have been divided into
series, the applicable Fund; that any liability of the Trust under this
Agreement, or in connection with the transactions contemplated herein, shall be
discharged only out of the assets of that Trust or Fund, as the case may be;
and that no other series of the Trust shall be liable with respect to this
Agreement or in connection with the transactions contemplated herein.
The obligations of each Trust hereunder shall not be binding upon any
of the Trustees, officers or shareholders of the Trust personally, but shall
bind only the assets and property of the particular Trust or, if the Shares of
the Trust have been divided into series, the particular Fund or Funds in
question, and not any other Fund or series of the Trust or any other Trust that
is party to this Agreement. Any reference to a Trust hereunder means and refers
to the Trustees from time to time serving under the Declaration of Trust of the
Trust, a copy of which is on file with the Secretary of the Commonwealth of
Massachusetts. The execution and delivery of this Agreement has been authorized
by the Trustees, and this Agreement has been signed on behalf of each Trust by
an authorized officer of the Trust, acting as such and not individually, and
neither such authorization by such Trustees 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 Trust as provided in the Declaration of Trust.
10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts and the
provisions of the 1940 Act.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
CITIFUNDS TRUST I
CITIFUNDS TRUST II
CITIFUNDS TRUST III
CITIFUNDS TAX FREE RESERVES
CITIFUNDS FIXED INCOME TRUST
CITIFUNDS MULTI-STATE TAX FREE TRUST
CITIFUNDS TAX FREE INCOME TRUST
CITIFUNDS INTERNATIONAL TRUST
CITIFUNDS PREMIUM TRUST
CITIFUNDS INSTITUTIONAL TRUST
VARIABLE ANNUITY PORTFOLIOS
each on behalf of its series listed
on Exhibit A attached hereto
By /s/
-----------------------------
XXXXXXX XXXXX XXXXXX INC.
By /s/
-----------------------------
FORM OF EXHIBIT A
TRUST AND FUND CLASSES OF SHARES EFFECTIVE DATE
-------------- ----------------- --------------
CITIFUNDS TRUST I
--------------------------------------------------------------------------------------------------------------------
Citi Institutional Money Reserves Class A ____________, 2003
--------------------------------------------------------------------------------------------------------------------
XXXXX XXXXXX TRUST II (FORMERLY CITIFUNDS TRUST II)
--------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Diversified Large Cap Growth Fund Class A* September 11, 2000
Class B* September 11, 2000
Class L* September 11, 2000
Class Y September 11, 2000
--------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Small Cap Growth Opportunities Fund Class A* September 11, 2000
Class B* September 11, 2000
Class L* September 11, 2000
Class Y September 11, 2000
--------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx International Large Cap Fund Class A* April 30, 2002
Class B* April 30, 2002
Class L* April 30, 2002
Class Y April 30, 2002
--------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Capital Preservation Fund Class A* March 29, 2002
Class B* March 29, 2002
Class L* March 29, 2002
--------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Capital Preservation Fund II Class A* September 17, 2002
Class B* September 17, 2002
Class L* September 17, 2002
--------------------------------------------------------------------------------------------------------------------
CITIFUNDS TRUST III
--------------------------------------------------------------------------------------------------------------------
Citi Cash Reserves Class A shares* January 1, 2001
Class N shares* January 1, 2001
--------------------------------------------------------------------------------------------------------------------
Citi U.S. Treasury Reserves Class N shares* January 1, 2001
--------------------------------------------------------------------------------------------------------------------
Citi California Tax Free Reserves Class N shares* December 7, 2001
--------------------------------------------------------------------------------------------------------------------
Citi Connecticut Tax Free Reserves Class N shares* December 7, 2001
Xxxxx Xxxxxx Connecticut Money
Market Portfolio - Class A shares*
Xxxxx Xxxxxx Connecticut Money December 7, 2001
Market Portfolio - Class Y shares December 7, 2001
--------------------------------------------------------------------------------------------------------------------
Citi New York Tax Free Reserves Class N shares* December 7, 2001
--------------------------------------------------------------------------------------------------------------------
Citi Tax Free Reserves Class N shares* December 7, 2001
--------------------------------------------------------------------------------------------------------------------
SALOMON FUNDS TRUST (FORMERLY CITIFUNDS TAX FREE INCOME TRUST)
--------------------------------------------------------------------------------------------------------------------
Salomon Brothers Mid Cap Fund Class A* June 19, 2001
Class B*
Class O
Class 2*
--------------------------------------------------------------------------------------------------------------------
Salomon Brothers National Tax Free Income Fund Class A* September 5, 2000
Class B*
Class O
Class 2*
--------------------------------------------------------------------------------------------------------------------
Salomon Brothers California Tax Free Income Fund Class A* September 5, 2000
Class B*
Class O
Class 2*
--------------------------------------------------------------------------------------------------------------------
Salomon Brothers New York Tax Free Income Fund Class A* September 5, 2000
Class B*
Class O
Class 2*
--------------------------------------------------------------------------------------------------------------------
CITIFUNDS PREMIUM TRUST
--------------------------------------------------------------------------------------------------------------------
Citi Premium Liquid Reserves* N/A January 1, 2001
--------------------------------------------------------------------------------------------------------------------
Citi Premium U.S. Treasury Reserves* N/A January 1, 2001
--------------------------------------------------------------------------------------------------------------------
CITIFUNDS INSTITUTIONAL TRUST
--------------------------------------------------------------------------------------------------------------------
Citi Institutional Liquid Reserves Class A* January 1, 2001
Class C* January 1, 2001
Class D* January 1, 2001
SVB Liquid Reserves shares* January 1, 2001
--------------------------------------------------------------------------------------------------------------------
SVB Institutional Liquid Reserves April 27, 2001
shares*
--------------------------------------------------------------------------------------------------------------------
Citi Institutional U.S. Treasury N/A* January 1, 2001
Reserves
--------------------------------------------------------------------------------------------------------------------
Citi Institutional Tax Free Reserves N/A* January 1, 2001
--------------------------------------------------------------------------------------------------------------------
Citi Institutional Cash Reserves Class I* January 1, 2001
Class L* January 1, 2001
Class O* January 1, 2001
Class S* January 1, 2001
--------------------------------------------------------------------------------------------------------------------
SVB Late Day Liquid Reserves shares* April 27, 2001
--------------------------------------------------------------------------------------------------------------------
Citi Institutional Enhanced Income Fund Class I* August 17, 2002
Class O* August 17, 2002
Class Y* August 17, 2002
--------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY PORTFOLIOS
--------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Small Cap Growth Opportunities Portfolio September 5, 2000
--------------------------------------------------------------------------------------------------------------------
* Denotes Distribution and/or Service Plan under Rule 12b-1 under the Investment Company Act of 1940, as amended.
