Xxxx Xxxxx Partners Adjustable Rate Income Fund
Item 77Q1
April 10, 2007
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 A hereto, several the
Investment Companies and Portfolios shall cease operations
following fund combinations as of the close of business on
April 27, 2007 (the "Termination Date").
On each applicable Closing Date, (i) each management
company identified as a "New Fund" shall become the
"Investment Company" party to the applicable Agreement and
shall assume all of the rights and obligations under such
Agreement of the corresponding Old Fund with respect to
each applicable Old Portfolio (or, if such Old Fund has no
Old Portfolios, with respect to the Old Fund itself),
(ii) each such New Portfolio shall be deemed a "Fund"
within the meaning of the applicable Agreement and the
shares for such New Portfolio shall be deemed "Shares"
within the meaning of the Agreement, (iii) each Old Fund
shall cease to be a party to the applicable Agreement and
shall have no rights or obligations thereunder, and (iv)
each corresponding Old Portfolio shall cease be deemed to
be a "Fund" under the applicable Agreement and shares for
such Old Portfolio shall cease to be "Shares" within the
meaning of the Agreement.
As of the Termination Date, (i) each Old Fund
indicated on Exhibit A hereto as terminating operations, or
as having all of its Old Portfolios terminating operations,
shall cease to be deemed the "Investment Company" under the
applicable Agreement and shall have no further rights or
obligations under the Agreement by virtue of all of its Old
Portfolios (or, if such Old Fund has no Old Portfolios, the
Old Fund itself) having ceased operations in connection
with a fund combination, and (ii) each Old Portfolio
indicated on Exhibit A hereto as terminating operations
shall cease to be deemed a "Fund" under the applicable
Agreement and shares for such Old Portfolio shall cease to
be "Shares" within the meaning of the Agreement by virtue
of the Old Portfolio having ceased operations in connection
with a fund combination.
Except to the extent expressly set forth herein, this
letter shall not be deemed to otherwise amend or modify any
term of any of the Agreements.
Please sign below to evidence your consent and
agreement to the above.
EACH MANAGEMENT INVESTMENT COMPANY
IDENTIFIED ON EXHIBIT A HERETO AS
AN "OLD FUND"
OR A "NEW FUND"
By:
Name:
Title:
Consented and Agreed to:
CITIGROUP GLOBAL MARKETS INC.
By:
Name:
Title:
Exhibit A
Old Fund: Xxxx Xxxxx Partners Adjustable Rate Income Fund
(f/k/a SB Adjustable Rate Income Fund)
Old Portfolio: n/a
Restructuring, Fund Combination or Other Cessation of Operations: Restructuring
New Fund: Xxxx Xxxxx Partners Income Trust
New Portfolio: Xxxx Xxxxx Partners Adjustable Rate Income Fund
Closing Date or Termination Date (as applicable): 4/13/07
