Exhibit e(2)
FORM OF
DISTRIBUTION AGREEMENT
[Date]
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, [Fund Name] (the "Fund") a
[corporation/business trust] organized under the laws of [the State of
Maryland/the Commonwealth of Massachusetts] has agreed that Salomon Smith
Barney Inc. ("Salomon Smith Barney") shall be, for the period of this
Agreement, the distributor of [Class Name] shares of the Fund (the "Shares").
1. Services as Distributor
1.1 Salomon Smith Barney will act as agent for the
distribution of Shares covered by the registration statement, including the
prospectus and statement of additional information, then in effect under the
Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company
Act of 1940, as amended (the "1940 Act").
1.2 Salomon Smith Barney agrees to use its best efforts to
solicit orders for the sale of Shares and will undertake such advertising and
promotion as it believes is reasonable in connection with such solicitation.
1.3 All activities by Salomon Smith Barney as distributor of
the Shares shall comply with all applicable laws, rules, and regulations,
including, without limitation, all rules and regulations made or adopted by the
Securities and Exchange Commission (the "SEC") or by any securities association
registered under the Securities Exchange Act of 1934.
1.4 Salomon Smith Barney will provide one or more persons
during normal business hours to respond to telephone questions concerning the
Fund.
1.5 Salomon Smith Barney will transmit any orders received by
it for purchase or redemption of Shares to the Fund's transfer and dividend
disbursing agent.
1.6 Whenever in their judgment such action is warranted for
any reason, including, without limitation, market, economic or political
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conditions, the Fund's officers may decline to accept any orders for, or make
any sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.7 Salomon Smith Barney will act only on its own behalf as
principal should it choose to enter into selling agreements with selected
dealers or others.
1.8 The Fund will pay to Salomon Smith Barney an annual fee
in connection with the offering and sale of the Shares under this Agreement.
The annual fee paid to Salomon Smith Barney will be calculated daily and paid
monthly by the Fund at an annual rate set forth in the Services and
Distribution Plan (the "Plan") based on the average daily net assets of the
Fund; provided that payment shall be made in any month only to the extent that
such payment shall not exceed the sales charge limitations established by the
National Association of Securities Dealers, Inc.
The annual fee paid to Salomon Smith Barney under this
Section 1.8 may be used by Salomon Smith Barney to cover any expenses primarily
intended to result in the sale of Shares, including , but not limited to, the
following:
(a) cost of payments made to Salomon Smith Barney Financial
Consultants and other employees of Salomon Smith Barney or other broker-dealers
that engage in the distribution of the Shares;
(b) payments made to, and expenses of, persons who provide
support services in connection with the distribution of the Shares, including,
but not limited to, office space and equipment, telephone facilities, answering
routine inquiries regarding the Fund, processing shareholder transactions and
providing any other shareholder services;
(c) costs relating to the formulation and implementation of
marketing and promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and other mass media
advertising;
(d) costs of printing and distributing prospectuses and
reports of the Fund to prospective shareholders of the Fund;
(e) costs involved in preparing, printing and distributing
sales literature pertaining to the Fund; and
(f) costs involved in obtaining whatever information,
analyses and reports with respect to marketing and promotional activities that
the Fund may, from time to time, deem advisable;
except that distribution expenses shall not include any expenditures in
connection with services which Salomon Smith Barney, any of its affiliates, or
any other person have agreed to bear without reimbursement.
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1.9 Salomon Smith Barney shall prepare and deliver reports to the
Treasurer of the Fund and to the sub-investment advisor and/or administrator of
the Fund on a regular, at least quarterly, basis, showing the distribution
expenses incurred pursuant to this Agreement and the Plan and the purposes
therefor, as well as any supplemental reports as the Trustees, from time to
time, may reasonably request.
2. Duties of the Fund
2.1 The Fund agrees at its own expense to execute any and all
documents, to furnish any and all information and to take any other actions
that may be reasonably necessary in connection with the qualification of the
Shares for sale in those states that Salomon Smith Barney may designate.
2.2 The Fund shall furnish from time to time for use in
connection with the sale of the Shares, such information reports with respect
to the Fund and its Shares as Salomon Smith Barney may reasonably request, all
of which shall be signed by one or more of the Fund's duly authorized officers;
and the Fund warrants that the statements contained in any such reports, when
so signed by the Fund's officers, shall be true and correct. The Fund shall
also furnish Salomon Smith Barney upon request with (a) annual audits of the
Fund's books and accounts made by independent certified public accountants
regularly retained by the Fund; (b) semi-annual unaudited financial statements
pertaining to the Fund; (c) quarterly earnings statements prepared by the Fund;
(d) a monthly itemized list of the securities in the Fund's portfolio; (e)
monthly balance sheets as soon as practicable after the end of each month; and
(f) from time to time such additional information regarding the Fund's
financial condition as Salomon Smith Barney may reasonably request.
3. Representations and Warranties
The Fund represents to Salomon Smith Barney that all registration
statements, prospectuses and statements of additional information filed by the
Fund with the SEC under the 1933 Act and the 1940 Act with respect to the
Shares have been carefully prepared in conformity with the requirements of the
1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder. As
used in this Agreement, the terms "registration statement," "prospectus" and
"statement of additional information" shall mean any registration statement,
prospectus and statement of additional information filed by the Fund with the
SEC and any amendments and supplements thereto which at any time shall have
been filed with the SEC. The Fund represents and warrants to Salomon Smith
Barney that any registration statement, prospectus and statement of additional
information, when such registration statement becomes effective, will include
all statements required to be contained therein in conformance with the 1933
Act, the 1940 Act and the rules and regulations of the SEC; that all statements
of fact contained in any registration statement, prospectus or statement of
additional information will be true and correct when such registration
statement becomes effective; and that neither any registration statement nor
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any prospectus or statement of additional information when such registration
statement becomes effective will include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading to a purchaser of the Shares. The
Fund may, but shall not be obligated to, propose from time to time such
amendment or amendments to any registration statement and such supplement or
supplements to any prospectus or statement of additional information as, in the
light of future developments, may, in the opinion of the Fund's counsel, be
necessary or advisable. If the Fund shall not propose such amendment or
amendments and/or supplement or supplements within fifteen days after receipt
by the Fund of a written request from Salomon Smith Barney to do so, Salomon
Smith Barney may, at its option, terminate this Agreement. The Fund shall not
file any amendment to any registration statement or supplement to any
prospectus or statement of additional information without giving Salomon Smith
Barney reasonable notice thereof in advance; provided, however, that nothing
contained in this Agreement shall in any way limit the Fund's right to file at
any time such amendments to any registration statement and/or supplements to
any prospectus or statement of additional information, of whatever character,
as the Fund may deem advisable, such right being in all respects absolute and
unconditional.
4. Indemnification
4.1 The Fund authorizes Salomon Smith Barney and dealers to
use any prospectus or statement of additional information furnished by the Fund
from time to time, in connection with the sale of the Shares. The Fund agrees
to indemnify, defend and hold Salomon Smith Barney, its several officers and
directors, and any person who controls Salomon Smith Barney within the meaning
of Section 15 of the 1933 Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending such claims, demands or liabilities and any counsel fees incurred
in connection therewith) which Salomon Smith Barney, its officers and
directors, or any such controlling person, may incur under the 1933 Act, the
1940 Act or under common law or otherwise, arising out of or based upon any
untrue statement, or alleged untrue statement, of a material fact contained in
any registration statement, any prospectus or any statement of additional
information or arising out of or based upon any omission, or alleged omission,
to state a material fact required to be stated in any registration statement,
any prospectus or any statement of additional information or necessary to make
the statements in any thereof not misleading; provided, however, that the
Fund's agreement to indemnify Salomon Smith Barney, its officers or directors,
and any such controlling person shall not be deemed to cover any claims,
demands, liabilities or expenses arising out of any statements or
representations made by Salomon Smith Barney or its representatives or agents
other than such statements and representations as are contained in any
prospectus or statement of additional information and in such financial and
other statements as are furnished to Salomon Smith Barney pursuant to paragraph
2.2 of this Agreement; and further provided that the Fund's agreement to
indemnify Salomon Smith Barney and the Fund's representations and warranties
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herein before set forth in paragraph 3 of this Agreement shall not be deemed to
cover any liability to the Fund or its shareholders to which Salomon Smith
Barney would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of Salomon
Smith Barney's reckless disregard of its obligations and duties under this
Agreement. The Fund's agreement to indemnify Salomon Smith Barney, its officers
and directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against
Salomon Smith Barney, its officers or directors, or any such controlling
person, such notification to be given by letter or by telegram addressed to the
Fund at its principal office in New York, New York and sent to the Fund by the
person against whom such action is brought, within ten days after the summons
or other first legal process shall have been served. The failure so to notify
the Fund of any such action shall not relieve the Fund from any liability that
the Fund may have to the person against whom such action is brought by reason
of any such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of the Fund's indemnity agreement contained
in this paragraph 4.1. The Fund will be entitled to assume the defense of any
suit brought to enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing chosen by the Fund
and approved by Salomon Smith Barney. In the event the Fund elects to assume
the defense of any such suit and retains counsel of good standing approved by
Salomon Smith Barney, the defendant or defendants in such suit shall bear the
fees and expenses of any additional counsel retained by any of them; but if the
Fund does not elect to assume the defense of any such suit, or if Salomon Smith
Barney does not approve of counsel chosen by the Fund, the Fund will reimburse
Salomon Smith Barney, its officers and directors, or the controlling person or
persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by Salomon Smith Barney or them. The Fund's
indemnification agreement contained in this paragraph 4.1 and the Fund's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Salomon Smith Barney, its officers and directors, or any controlling person,
and shall survive the delivery of any of the Fund's Shares. This agreement of
indemnity will inure exclusively to Salomon Smith Barney's benefit, to the
benefit of its several officers and directors, and their respective estates,
and to the benefit of the controlling persons and their successors. The Fund
agrees to notify Salomon Smith Barney promptly of the commencement of any
litigation or proceedings against the Fund or any of its officers or Directors
in connection with the issuance and sale of any of the Fund's Shares.
4.2 Salomon Smith Barney agrees to indemnify, defend and hold
the Fund, its several officers and Directors, and any person who controls the
Fund within the meaning of Section 15 of the 1933 Act, free and harmless from
and against any and all claims, demands, liabilities and expenses (including
the costs of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) that the Fund, its officers
or Directors or any such controlling person may incur under the 1933 Act, the
1940 Act or under common law or otherwise, but only to the extent that such
liability or expense incurred by the Fund, its officers or Directors, or such
controlling person resulting from such claims or demands shall arise out of or
be based upon any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by Salomon Smith Barney to the
Fund and used in the answers to any of the items of the registration statement
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or in the corresponding statements made in the prospectus or statement of
additional information, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with such information
furnished in writing by Salomon Smith Barney to the Fund and required to be
stated in such answers or necessary to make such information not misleading.
Salomon Smith Barney's agreement to indemnify the Fund, its officers or
Directors, and any such controlling person, as aforesaid, is expressly
conditioned upon Salomon Smith Barney being notified of any action brought
against the Fund, its officers or Directors, or any such controlling person,
such notification to be given by letter or telegram addressed to Salomon Smith
Barney at its principal office in New York, New York and sent to Salomon Smith
Barney by the person against whom such action is brought, within ten days after
the summons or other first legal process shall have been served. Salomon Smith
Barney shall have the right to control the defense of such action, with counsel
of its own choosing, satisfactory to the Fund, if such action is based solely
upon such alleged misstatement or omission on Salomon Smith Barney's part, and
in any other event the Fund, its officers or Directors or such controlling
person shall each have the right to participate in the defense or preparation
of the defense of any such action. The failure so to notify Salomon Smith
Barney of any such action shall not relieve Salomon Smith Barney from any
liability that Salomon Smith Barney may have to the Fund, its officers or
Directors, or to such controlling person by reason of any such untrue, or
alleged untrue, statement or omission, or alleged omission, otherwise than on
account of Salomon Smith Barney's indemnity agreement contained in this
paragraph 4.2. Salomon Smith Barney agrees to notify the Fund promptly of the
commencement of any litigation or proceedings against Salomon Smith Barney or
any of its officers or directors in connection with the issuance and sale of
any of the Fund's Shares.
4.3 In case any action shall be brought against any
indemnified party under paragraph 4.1 or 4.2, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish to do so, to
assume the defense thereof with counsel satisfactory to such indemnified party.
If the indemnifying party opts to assume the defense of such action, the
indemnifying party will not be liable to the indemnified party for any legal or
other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than (a) reasonable costs of investigation or
the furnishing of documents or witnesses and (b) all reasonable fees and
expenses of separate counsel to such indemnified party if (i) the indemnifying
party and the indemnified party shall have agreed to the retention of such
counsel or (ii) the indemnified party shall have concluded reasonably that
representation of the indemnifying party and the indemnified party by the same
counsel would be inappropriate due to actual or potential differing interests
between them in the conduct of the defense of such action.
5. Effectiveness of Registration
None of the Shares shall be offered by either Salomon Smith Barney or
the Fund under any of the provisions of this Agreement and no orders for the
purchase or sale of the Shares under this Agreement shall be accepted by the
Fund if and so long as the effectiveness of the registration statement then in
effect or any necessary amendments thereto shall be suspended under any of the
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provision of the 1933 Act or if and so long as a current prospectus as required
by Section 5(b) (2) of the 1933 Act is not on file with the SEC; provided, that
nothing contained in this paragraph 5 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to repurchase its Shares
from any shareholder in accordance with the provisions of the Fund's
prospectus, statement of additional information or Corrected Restated Articles
of Incorporation dated September 21, 1992, as amended from time to time.
6. Notice to Salomon Smith Barney
The Fund agrees to advise Salomon Smith Barney immediately in writing:
(a) of any request by the SEC for amendments to the registration
statement, prospectus or statement of additional information then in effect or
for additional information;
(b) In the event of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement, prospectus or
statement of additional information then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a
material fact made in the registration statement, prospectus or statement of
additional information then in effect or that requires the making of a change
in such registration statement, prospectus or statement of additional
information in order to make the statements therein not misleading; and
(d) of all actions of the SEC with respect to any amendment to any
registration statement, prospectus or statement of additional information which
may from time to time be filed with the SEC.
7. Term of the Agreement
This Agreement shall become effective as of the [date], and continue
for successive annual periods thereafter so long as such continuance is
specifically approved at least annually by (a) the Fund's Board or (b) by a
vote of a majority (as defined in the 1940 Act) of the outstanding Shares,
provided that in either event the continuance is also approved by a majority of
the Board who are not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' notice by the Fund's Board, by vote of the holders of a
majority of the Shares, or on 90 days' notice by Salomon Smith Barney. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
8. Miscellaneous
The Fund recognizes that directors, officers and employees of Salomon
Smith Barney may from time to time serve as directors, trustees, officers and
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employees of corporations and business trust (including other investment
companies) and that such other corporations and trusts may include the name
"Salomon Smith Barney Shearson" as part of their name, and that Salomon Smith
Barney or its affiliates may enter into distribution or other agreements with
such other corporations and trusts. If Salomon Smith Barney ceases to act as
the distributor of the Shares, the Fund agrees that, at Salomon Smith Barney's
request, the Fund's license to use the words "Salomon Smith Barney" will
terminate and that the Fund will take all necessary action to change the name
of the Fund to a name not including the words "Salomon Smith Barney."
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning to us the
enclosed copy of this Agreement.
Very truly yours,
[FUND NAME]
By:
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Title
Accepted:
SALOMON SMITH BARNEY INC.
By:
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Authorized Officer
