Exhibit 99.2h3
SALOMON BROTHERS HIGH INCOME FUND II INC
[66,666] SHARES
COMMON STOCK
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SELLING AGREEMENT
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May [ ], 1998
[Selected Dealer Address]
Dear Ladies and Gentlemen:
In connection with the offering of the above-captioned shares of
common stock (the "Shares") of Salomon Brothers High Income Fund II Inc (the
"Fund"), the undersigned, as representa tives (the "Representatives") of the
underwriters of the Shares (the "Underwriters"), have reserved, on behalf of the
several Underwriters, a portion of the Shares for sale to selected securities
dealers ("Selected Dealers") at the public offering price stated on the cover
page of the enclosed Prospectus dated [ ], 1998, minus the selling concession
stated in the Pro spectus under the caption "Underwriting" (the "Selling Conces
sion"). Salomon Brothers Asset Management Inc, the investment manager to the
Fund, has agreed to pay compensation in addition to the Selling Concession to
the Underwriters participating in this transaction. From such payment, the
Underwriters will pay or allow to the Selected Dealers in connection with the
sales of the Shares in the offering an amount which, when combined with the
Selling Concession, will equal an aggregate gross amount of $___ per Share
purchased by Selected Dealers (the "Concession"). We are pleased to invite you
to participate in this offering as a Selected Dealer.
1. Sales to Selected Dealers. We are advising you by telegram of the
number of Shares reserved for purchase by you. Please advise Xxxxxxx Xxxxx
Xxxxxx, 1345 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
(Attention: Corporate Xxxxx xxxx Department), by the time specified in such
telegram, of your acceptance of the Shares reserved for you. Notice of
acceptance received after the time specified and any application for addi
tional Shares will be treated as a subscription for Shares. Subscription books
may be closed by us at any time in our discre tion without notice, and the
right is reserved to reject any subscription in whole or in part. Notification
of allotments against the rejections of subscriptions will be made as promptly
as practicable. Sales of Shares to you will be subject to the terms and
conditions set forth in the Prospectus. In purchasing Shares, you must rely
only on the Prospectus, the receipt of which you acknowledge, and on no other
statements whatsoever, written or oral.
2. Offering Provisions. Shares purchased by you shall be promptly
reoffered to the public at $15.00 per Share except that an amount not exceeding
$___ per Share may be allowed to dealers who are actually engaged in the
investment banking or securities business, who execute the written agreement
prescribed by Rule 2740(c) of the Rules of Conduct of the National Association
of Securities Dealers, Inc. ("NASD") and who are members in good standing of the
NASD or are foreign dealers, not eligible for membership in the NASD, who
represent to you that they will promptly reoffer the Shares to the public at
$15.00 per Share and will abide by the conditions with respect to foreign
brokers and dealers set forth in the first paragraph of Section 5 hereof.
If we purchase on the open market, for the account of any of the
Underwriters, Shares sold to you, we may charge to your account the full
Concession for each Share so purchased, together with any broker's commission,
if any, and transfer tax paid in connection with such purchase, and you agree to
pay such amounts to us on demand. Alternatively, we may withhold payment of all
or any part of the Concession for a period of time and may deter mine not to
pay the Concession with respect to the Shares so purchased by us on the open
market. You will advise us from time to time, at our request, of the number of
Shares purchased by you hereunder remaining unsold and you agree to sell to us,
at our request, for the account of one or more of the Underwriters, such number
of such unsold Shares as we may designate, at $15.00 per Share less an amount to
be determined by us, not in excess of the full Concession.
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3. Delivery and Payment. Shares purchased by you hereun der shall be
paid for in full at $15.00 per Share or, if we shall so advise you, at such
price less all or any part of the Conces sion, at the office of Xxxxxxx Xxxxx
Xxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at such time and on such
day as we may advise you, by certified or bank cashier's check payable in New
York Clearing House funds to the order of Xxxxxxx Xxxxx Barney against delivery
of certificates evidencing the Shares. Notwithstanding the foregoing, at our
discretion, payment for and delivery of Shares purchased by you hereunder will
be made through the facilities of the Depository Trust Company, if you are a
member, unless you have otherwise notified us prior to the date specified in our
telegram to you, or, if you are not a member, settlement may be made through a
correspondent who is a member pursuant to instructions which you will send to us
prior to such specified date. If you are called upon to pay $15.00 per Share
for the Shares purchased by you the Concession will be paid to you, less any
amounts charged to your account pursuant to Section 2 above, after termination
of this Agreement. Delivery instructions must be in our hands at such address
and at such time as we request.
4. Termination. Selected Dealers will be governed by the conditions set
forth herein until this Agreement is terminated. We will advise you of the date
and time of termination of this Agreement or of designated provisions hereof.
5. Position of Selected Dealers and Underwriters. You represent that you
are actually engaged in the investment banking or securities business and are a
member in good standing of the NASD or that you are a foreign dealer, not
eligible for member ship in the NASD, which agrees not to offer or sell any
Shares in, or to persons who are nationals or residents of, the United States of
America. In making sales of Shares, if you are such a member, you agree to
comply with all applicable rules of the NASD, including, without limitation, the
NASD's Interpretation with Respect to Free-Riding and Withholding and Rule 2740
of the NASD's Rules of Conduct, or, if you are a foreign dealer, you agree to
comply with such Interpretation and Rules 2730, 2740 and 2750 of such Rules of
Conduct as though you were such a member, and with Rule 2420 as that Rule
applies to a non-member broker or dealer in a foreign country. You also confirm
that you have complied and will comply with the prospectus delivery require
ments of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended
including Rule 15c2-8(b) which requires all participating dealers to distribute
a copy of the Preliminary Prospectus
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relating to the Shares to each Person to whom they expect to confirm a sale of
the Shares not less than 48 hours prior to the time they expect to mail such
confirmation. You are not autho rized to give any information or make any
representations other than those contained in the Prospectus, or to act as agent
for the Fund, any Underwriter or the undersigned. Notwithstanding the
termination of the Agreement, you shall remain liable for your proportionate
amount of any claim, demand or liability which may be asserted against you
alone, or against you together with other dealers purchasing Shares upon the
terms hereof, or against the undersigned, based upon the claim that the Selected
Dealers, or any of them, constitute an association, an unincorporated business
or other separate entity. As Representatives of each of the Underwriters, the
undersigned have full authority to take such action as may seem advisable to us
in respect to all matters pertaining to the offering of the Shares. Neither we,
as Representatives of the Underwriters, nor any of the Underwriters shall be
under any liability to you, except for obligations expressly assumed in this
Agreement and any liabilities under the Securities Act of 1933, as amended. No
obligations on our part will be implied or inferred herefrom. Each of the
Underwriters has authorized us to over-allot in arranging for sales of the
Shares to the Selected Dealers and to purchase and sell Shares for long or short
account. All communications to the undersigned relating to the subject matter of
this Agreement should be addressed to Xxxxxxx Xxxxx Xxxxxx, 1345 Avenue of the
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attention: Corporate Xxxxx xxxx
Department), and any notices to you shall be deemed to have been duly given if
mailed or telegraphed to you at such address as you shall indicate on the last
page of this Agreement or, if you shall not so indicate, the address shown on
the first page of this Agreement.
6. Blue Sky Matters. Neither we, as Representatives of the Underwriters,
nor any of the Underwriters will have any responsibility with respect to the
right of any dealer to sell Shares in any jurisdiction, notwithstanding any
information we may furnish in that connection. Please confirm your agreement to
the foregoing by signing in the space provided below and return ing to us the
enclosed counterpart of this Agreement.
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XXXXXXX XXXXX XXXXXX
[ ]
As Representatives of the
Several Underwriters
By: XXXXXXX XXXXX BARNEY
By:________________________________
Name:
Title:
Confirmed as of the above date.
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By:______________________________
Address:
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