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 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 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.
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 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 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 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 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
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:
______
____________
________
Title
Accepted:
SALOMON SMITH BARNEY INC.
By: __________________________
Authorized Officer
[NAME OF FUND]
FORM OF
DISTRIBUTION AGREEMENT
_________,
2000
PFS Distributors, Inc.
3100 Breckinridge Blvd., Bldg. 200
Duluth Georgia 30199-0062
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the
"Fund") has agreed that you shall be, for the period of this
Agreement, the non-exclusive principal underwriter and co-
distributor of shares of the Fund and each Series of the Fund.
For purposes of this Agreement, the term "Shares" shall mean
shares of the each Series, or one or more Series, as the context
may require.
1. Services as Principal Underwriter and Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement, 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"), and will transmit or cause to be transmitted promptly
any orders received by you or those with whom you have sales or
servicing agreements for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with registered
securities brokers and banks and into servicing agreements with
financial institutions and other industry professionals, such as
investment advisers, accountants and estate planning firms. In
entering into such agreements, you will act only on your own
behalf as principal underwriter and distributor. You will not be
responsible for making any distribution plan or service fee
payments pursuant to any plans the Fund may adopt or agreements it
may enter into.
1.3 You shall act as the non-exclusive principal
underwriter and co-distributor of Shares in compliance with all
applicable laws, rules, and regulations, including, without
limitation, all rules and regulations made or adopted from time to
time by the Securities and Exchange Commission (the "SEC")
pursuant to the 1933 Act or the 1940 Act or by any securities
association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is
warranted for any reason, including, without limitation, market,
economic or political conditions, the Fund's officers may decline
to accept any orders for, or make any sales of, any Shares until
such time as those officers deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
2. Duties of the Fund
2.1 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the 1933 Act, and
all expenses in connection with maintaining facilities for the
issue and transfer of Shares and for supplying information, prices
and other data to be furnished by the Fund hereunder, and all
expenses in connection with the preparation and printing of the
Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided
however, that nothing contained herein shall be deemed to require
the Fund to pay any costs of advertising or marketing the sale of
Shares.
2.2 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take any
other actions that may be reasonably necessary in the discretion
of the Fund's officers in connection with the qualification of
Shares for sale in such states and other U.S. jurisdictions as the
Fund may approve and designate to you from time to time, and the
Fund agrees to pay all expenses that may be incurred in connection
with such qualification. You shall pay all expenses connected
with your own qualification as a securities broker or dealer under
state or Federal laws and, except as otherwise specifically
provided in this Agreement, all other expenses incurred by you in
connection with the sale of Shares as contemplated in this
Agreement.
2.3 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information
reports with respect to the Fund or any relevant Series and the
Shares as you 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 also shall furnish you upon request with (a) the reports
of the annual audits of the financial statements of the Fund for
each Series made by independent certified public accountants
retained by the Fund for such purpose; (b) semi-annual unaudited
financial statements pertaining to each Series; (c) quarterly
earnings statements prepared by the Fund for any Series; (d) a
monthly itemized list of the securities in each Series' portfolio;
(e) monthly balance sheets as soon as practicable after the end of
each month; (f) the current net asset value and offering price
per share for each Series on each day such net asset value is
computed and (g) from time to time such additional information
regarding the financial condition of each Series of the Fund as
you may reasonably request.
3. Representations and Warranties
The Fund represents to you 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 prepared in conformity with the
requirements of said Acts 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 filed by the Fund with the SEC.
The Fund represents and warrants to you that any such registration
statement, prospectus and statement of additional information,
when such registration statement becomes effective and as such
prospectus and statement of additional information are amended and
supplemented, includes at the time of such effectiveness,
amendment or supplement 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 material
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 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 Fund's 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, 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 you to do so, you may, at your option,
terminate this Agreement or decline to make offers of the Fund's
Shares until such amendments are made. The Fund shall not file
any amendment to any registration statement or supplement to any
prospectus or statement of additional information without giving
you 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 you to use any prospectus or
statement of additional information furnished by the Fund from
time to time, in connection with the sale of Shares. The Fund
agrees to indemnify, defend and hold you, your several officers
and directors, and any person who controls you 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 such counsel fees incurred in connection
therewith) which you, your officers and directors, or any such
controlling person, may incur under the 1933 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 of them not misleading; provided,
however, that the Fund's agreement to indemnify you, your 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 you or your
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 you pursuant to paragraph 2.3 of this
Agreement; and further provided that the Fund's agreement to
indemnify you and the Fund's representations and warranties 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 you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
your duties, or by reason of your reckless disregard of your
obligations and duties under this Agreement. The Fund's agreement
to indemnify you, your officers and directors, and any such
controlling person, as aforesaid, is expressly conditioned upon
the Fund's being notified of any action brought against you, your
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. In the event the Fund elects to assume the defense
of any such suit and retains counsel of good standing, 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,
the Fund will reimburse you, your officers and directors, or the
controlling person or persons named as defendant or defendants in
such suit, for the reasonable fees and expenses of any counsel
retained by you 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 you, your 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
your benefit, to the benefit of your several officers and
directors, and their respective estates, and to the benefit of the
controlling persons and their successors. The Fund agrees to
notify you promptly of the commencement of any litigation or
proceedings against the Fund or any of its officers or Board
members in connection with the issuance and sale of any of the
Fund's Shares.
4.2 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, 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 Board members or any such controlling person may
incur under the 1933 Act, or under common law or otherwise, but
only to the extent that such liability or expense incurred by the
Fund, its officers or Board members, 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 you to the
Fund and used in the answers to any of the items of the
registration statement 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 you to the Fund and required to be stated
in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers or
Board members, and any such controlling person, as aforesaid, is
expressly conditioned upon your being notified of any action
brought against the Fund, its officers or Board members, or any
such controlling person, such notification to be given by letter
or telegram addressed to you at your principal office in Boston,
Massachusetts and sent to you by the person against whom such
action is brought, within ten days after the summons or other
first legal process shall have been served. You shall have the
right to control the defense of such action, with counsel of your
own choosing, satisfactory to the Fund, if such action is based
solely upon such alleged misstatement or omission on your part or
with the Fund's consent, and in any event the Fund, its officers
or Board members or such controlling person shall each have the
right to participate in the defense or preparation of the defense
of any such action with counsel of its own choosing reasonably
acceptable to you but shall not have the right to settle any such
action without your consent, which will not be unreasonably
withheld. The failure to so notify you of any such action shall
not relieve you from any liability that you may have to the Fund,
its officers or Board members, 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 your
indemnity agreement contained in this paragraph 4.2. You agree to
notify the Fund promptly of the commencement of any litigation or
proceedings against you or any of your officers or directors in
connection with the issuance and sale of any of the Fund's Shares.
5. Effectiveness of Registration
No Shares shall be offered by either you or the Fund under
any of the provisions of this Agreement and no orders for the
purchase or sale of such 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 provisions 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, however, that nothing contained in this paragraph 5
shall in any way restrict or have any 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 charter
documents, as amended from time to time.
6. Offering Price
Shares of any class of any Series of the Fund offered for
sale by you shall be offered for sale at a price per share (the
"offering price") equal to (a) their net asset value (determined
in the manner set forth in the Fund's charter documents and the
then-current prospectus and statement of additional information)
plus (b) a sales charge, if applicable, which shall be the
percentage of the offering price of such Shares as set forth in
the Fund's then-current prospectus relating to such Series. In
addition to or in lieu of any sales charge applicable at the time
of sale, Shares of any class of any Series of the Fund offered for
sale by you may be subject to a contingent deferred sales charge
as set forth in the Fund's then-current prospectus and statement
of additional information. You shall be entitled to receive any
sales charge levied at the time of sale in respect of the Shares
without remitting any portion to the Fund. Any payments to a
broker or dealer through whom you sell Shares shall be governed by
a separate agreement between you and such broker or dealer and the
Fund's then-current prospectus and statement of additional
information. Any payments to any provider of services to you
shall be governed by a separate agreement between you and such
service provider.
7. Notice to You
The Fund agrees to advise you 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 the
registration statement, or any
supplement to the prospectus or
statement of additional information,
which may from time to time be filed
with the SEC.
8. Term of the Agreement
This Agreement shall become effective on the date hereof,
shall have an initial term of one year from the date hereof, and
shall 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 Fund's outstanding voting securities, provided
that in either event the continuance is also approved by a
majority of the Board members of the Fund 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
with or without cause, without penalty, on 60 days' notice by the
Fund's Board or by vote of holders of a majority of the relevant
Series outstanding voting securities, or on 90 days' notice by
you. This Agreement will also terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in the
1940 Act and the rules and regulations thereunder).
9. Arbitration
Any claim, controversy, dispute or deadlock arising
under this Agreement (collectively, a "Dispute") shall be settled
by arbitration administered under the rules of the American
Arbitration Association ("AAA") in New York, New York. Any
arbitration and award of the arbitrators, or a majority of them,
shall be final and the judgment upon the award rendered may be
entered in any state or federal court having jurisdiction. No
punitive damages are to be awarded.
10. Miscellaneous
So long as you act as a principal underwriter and
distributor of Shares, you shall not perform any services for any
entity other than investment companies advised or administered by
Citigroup Inc. or its subsidiaries. The Fund recognizes that the
persons employed by you to assist in the performance of your
duties under this Agreement may not devote their full time to such
service and nothing contained in this Agreement shall be deemed to
limit or restrict the persons employed by you or any of your
affiliates right to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature,
provided, however, that in conducting such business or rendering
such services your employees and affiliates would take reasonable
steps to assure that the other parties involved are put on notice
as to the legal entity with which they are dealing. This
Agreement and the terms and conditions set forth herein shall be
governed by, and construed in accordance with, the laws of the
State of New York without giving effect to its conflict of
interest principles.
11. Limitation of Liability
The Fund and you agree that the obligations of the Fund
under this Agreement shall not be binding upon any of the
Trustees, shareholders, nominees, officers, employees or agents,
whether past, present or future, of the Fund, individually, but
are binding only upon the assets and property of the Fund, as
provided in the Master Trust Agreement. The execution and
delivery of this Agreement have been authorized by the Trustees
and signed by an authorized officer of the Fund, acting as such,
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 trust property of the Fund as
provided in its Master Trust Agreement.
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, whereupon this Agreement will
become binding on you.
Very truly yours,
[NAME OF FUND]
By: _____________________
Authorized Officer
Accepted:
PFS DISTRIBUTORS, INC.
By: __________________________
Authorized Officer
