Registration No. 33-52643
811-07149
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. 2
Post-Effective Amendment No.
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 2
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code
(212)720-9218
Christina T. Sydor
Secretary
Smith Barney Shearson Oregon Municipals Fund
1345 Avenue of the Americas
New York, New York 10105
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to Rule 485(b)
X on May 23, 1994 pursuant to Rule 485(b)
_____ 60 days after filing pursuant to Rule 485(a)
on _____ pursuant to Rule 485(a)
________________________________________________________________________CALCU
LATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Securities Amount Proposed Proposed
Amount of
Being Registered: Being Maximum Maximum
of Registra-
Registered: Offering Price
Aggregate tion Fee:
Per Share:
Offering Price:
_____________________________________________________________________
__
Beneficial
Interest, $.001
par value
per share Indefinite* *
Indefinite* $500
___________
* An indefinite number of shares of beneficial interest of the
Registrant was registered by the Registration Statement
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
________________________
The Registrant amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant files a further amendment that specifically states that
this Registration Statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until this Registration Statement becomes effective on
such date as the Commission, acting pursuant to Section 8(a) of the
Securities Act of 1933, as amended, may determine.
The Registrant has previously filed a 24f-2 and fee with
its original registration statement on March 11, 1994.
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A
Item No.
Prospectus Caption
1. Cover Page
Cover Page
2. Synopsis
Prospectus Summary
3. Financial Highlights
The Fund's Performance
4. General Description of
Registrant
Cover Page; Prospectus Summary;
Investment Objective and
Management Policies; Additional
Information
5. Management of the Fund
Prospectus Summary ;
Management of the Fund;
Distributor; Additional
Information
6. Capital Stock and Other
Securities
Variable Pricing System;
Dividends, Distributions and
Taxes; Additional Information
7. Purchase of Securities Being
Offered
Variable Pricing System;
Purchase of Shares; Valuation
of Shares; Exchange Privilege;
Distributor; Additional
Information
8 Redemption or Repurchase
Variable Pricing System;
Purchase of Shares; Redemption
of Shares; Exchange Privilege
9. Pending Legal Proceedings
Not applicable
Part B
Item No.
Statement of
Additional Information Caption
10. Cover Page
Cover page
11. Table of Contents
Contents
12. General Information and
History
Organization and Description of
Fund Shares
13. Investment Objectives and
Policies
Investment Objective and
Management Policies
14. Management of the Fund
Management of the Fund;Distributor
15. Control Persons and Principal
Holders
of Securities
Management of the Fund
16. Investment Advisory and Other
Services
Management of the Fund;
Distributor
17. Brokerage Allocation and
Other
Services
Investment Objective and
Management Policies
18. Capital Stock and Other
Securities
Purchase of Shares;
Redemption of Shares; Taxes
19. Purchase, Redemption and
Pricing
of Securities Being
Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares;
Exchange Privilege; Distributor
20. Tax Status
Taxes
21. Underwriters
Distributor
22. Calculation of Performance
Data
Performance Data
23. Financial Statements
Financial Statements
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A
None
Included in Part B:
Report of Independent Accountants
Statement of Assets and Liabilities
Notes to Statement of Assets and Liabilities
Included in Part C:
Consent of Independent Accountants is filed herein.
(b) Exhibits
All references are to the Registrant's registration statement on Form
N-1A as filed with the Securities and Exchange Commission on March 11, 1994
(the "Registration Statement") (File Nos. 33-52643 and 811-07149).
(1) Registrant's Master Trust Agreement, dated March 10, 1994, is
incorporated by reference to the Registration Statement.
(2) Registrant's By-Laws, dated March 10, 1994, are incorporated by
reference to the Registration Statement.
(3) Not Applicable.
(4) Registrant's form of stock certificate for Classes A, B, C and
D are filed herein.
(5) Investment Advisory Agreement between the Registrant and Greenwich
Street Advisors, dated May 23, 1994, is filed herein.
(6) Distribution Agreement between the Registrant and Smith Barney
Shearson Inc., dated May 23, 1994, is filed herein.
(7) Not Applicable.
(8) Custody Agreement between the Registrant and Boston Safe Deposit
and Trust Company, dated May 23, 1994, is filed herein.
(9)(a) Administration Agreement between the Registrant and
Smith, Barney Advisers, Inc., dated May 23, 1994, is filed herein.
(b) Sub-Administration Agreement between the Registrant and The
Boston Company Advisors, Inc., dated May 23, 1994, is filed herein.
(c) Transfer Agency Agreement between the Registrant and The
Shareholders Services Group, Inc., dated May 23, 1994, is filed herein.
(10) Not Applicable.
(11)(a) Consent of Independent Accountants is filed herein.
(b) Opinion of special State Counsel is filed herein.
(12) Not Applicable.
(13) Purchase Agreement between the Registrant and Smith Barney
Shearson Inc. is filed herein.
(14) Not Applicable.
(15) Services and Distribution Plan is filed herein.
(16) Not Applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
All of the outstanding shares of beneficial interest of the Registrant
will be owned by Smith Barney Shearson Inc., a Delaware Corporation, on the
effective date of this Registration Statement.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of Effective Date
Beneficial Interest,
par value $.001 per share One
Item 27. Indemnification
Under Section 6.4 of the Registrant's Master Trust Agreement,
any past or present Trustee or officer of the Registrant, including
persons who serve at the Registrant's request as directors, officers
or trustees of another organization in which the Registrant has any
interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person") is to be indemnified to the
fullest extent permitted by law against liability and all expenses
reasonable incurred by him in connection with any claim, action, suit
or proceeding to which he may be a party or otherwise involved by
reason of his being or having been a Covered Person of the Registrant
and against amounts paid or incurred by him in the settlement
thereof. These provisions do not authorize indemnification when it
is determined, in the manner specified in the Master Trust Agreement,
that a Covered Person has not acted in good faith in the reasonable
belief that his actions were in, or not opposed to, the best
interests of the Registrant. Moreover, this provision does not
authorize indemnification when it is determined, in the manner
specified in the Master Trust Agreement, that the Covered Person
would otherwise be liable to the Registrant or its shareholders by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his duties involved in the conduct of his
office. Expenses may be paid by the Registrant in advance of the
final disposition of any claim, action, suit or proceeding upon
receipt of an undertaking by a Covered Person to repay those expenses
to the Registrant in the event that it is ultimately determined that
indemnification of the expenses is not authorized under the Master
Trust Agreement and the Covered Person either provides security for
such undertaking or insures the Registrant against losses from such
advances or the majority of disinterested Trustees or independent
legal counsel determines, in the manner specified in the Master Trust
Agreement, that there is reason to believe the Covered Person will be
entitled to indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended the("Securities Act"), may be
permitted to Trustees, officers and controlling person of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted
by such Trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
present, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed the Securities Act will be governed by the final
adjudication of such issue.
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser - - Greenwich Street Advisors
Greenwich Street Advisors, through its predecessors, has been in the
investment counseling business since 1934 and is a division of Mutual
Management Corp. ("MMC"). MMC was incorporated in 1978 and is a wholly owned
subsidiary of Smith Barney Shearson Holdings Inc. ("Holdings"), which is in
turn a wholly owned subsidiary of The Travelers Inc. (formerly known as
Primerica Corporation) ("Travelers").
The list required by this Item 28 of officers and directors of MMC and
Greenwich Street Advisors, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and directors during the past two fiscal years, is incorporated by
reference to Schedules A and D of FORM ADV filed by MMC on behalf of Greenwich
Street Advisors pursuant to the Advisers Act (SEC File No. 801-14437).
Prior to the close of business on July 30, 1993 (the "Closing"), Shearson
Lehman Advisors, a member of the Asset Management Group of Shearson Lehman
Brothers Inc. ("Shearson Lehman Brothers"), served as the Registrant's
investment adviser. On the Closing, Travelers and Smith Barney Shearson Inc.
acquired the domestic retail brokerage and asset management business of
Shearson Lehman Brothers, which included the business of the Registrant's
prior investment adviser. Shearson Lehman Brothers was a wholly owned
subsidiary of Shearson Lehman Brothers Holdings Inc. ("Shearson Holdings").
All of the issued and outstanding common stock of Shearson Holdings
(representing 92% of the voting stock) was held by American Express Company.
Information as to any past business vocation or employment of a substantial
nature engaged in by officers and directors of Shearson Lehman Advisors can be
located in Schedules A and D of FORM ADV filed by Shearson Lehman Brothers on
behalf of Shearson Lehman Advisors prior to July 30, 1993. (SEC FILE NO. 801-
3701)
3/15/94
Item 29. Principal Underwriters
Smith Barney Shearson Inc. ("Smith Barney Shearson") currently acts as
distributor for Smith Barney Shearson Managed Municipals Fund Inc., Smith
Barney Shearson New York Municipals Fund Inc., Smith Barney Shearson
California Municipals Fund Inc., Smith Barney Shearson Massachusetts
Municipals Fund, Smith Barney Shearson Global Opportunities Fund, Smith Barney
Shearson Aggressive Growth Fund Inc., Smith Barney Shearson Appreciation Fund
Inc., Smith Barney Shearson Worldwide Prime Assets Fund, Smith Barney
Shearson Short-Term World Income Fund, Smith Barney Shearson Principal Return
Fund, Smith Barney Shearson Municipal Money Market Fund Inc., Smith Barney
Shearson Daily Dividend Fund Inc., Smith Barney Shearson Government and
Agencies Fund Inc., Smith Barney Shearson Managed Governments Fund Inc., Smith
Barney Shearson New York Municipal Money Market Fund, Smith Barney Shearson
California Municipal Money Market Fund, Smith Barney Shearson Income Funds,
Smith Barney Shearson Equity Funds, Smith Barney Shearson Investment Funds
Inc., Smith Barney Shearson Precious Metals and Minerals Fund Inc., Smith
Barney Shearson Telecommunications Trust, Smith Barney Shearson Arizona
Municipals Fund Inc., Smith Barney Shearson New Jersey Municipals Fund Inc.,
The USA High Yield Fund N.V., Garzarelli Sector Analysis Portfolio N.V., The
Advisors Fund L.P., Smith Barney Shearson Fundamental Value Fund Inc., Smith
Barney Shearson Series Fund, The Trust for TRAK Investments, Smith Barney
Shearson Income Trust, Smith Barney Shearson FMA R Trust, Smith Barney
Shearson Adjustable Rate Government Income Fund, Smith Barney Shearson Florida
Municipals Fund, Smith Barney Funds, Inc., Smith Barney Equity Funds, Inc.,
Smith Barney Muni Funds, Smith Barney World Funds, Inc., Smith Barney Money
Funds, Inc., Smith Barney Tax Free Money Fund, Inc., Smith Barney Variable
Account Funds, Smith Barney U.S. Dollar Reserve Fund (Cayman), Worldwide
Special Fund, N.V., Worldwide Securities Limited, (Bermuda), and various
series of unit investment trusts.
Smith Barney Shearson is a wholly owned subsidiary of Smith Barney
Shearson Holdings Inc., which in turn is a wholly owned subsidiary of The
Travelers Inc. (formerly known as Primerica Corporation) ("Travelers"). The
information required by this Item 29 with respect to each director, officer
and partner of Smith Barney Shearson is incorporated by reference to Schedule
A of FORM BD filed by Smith Barney Shearson pursuant to the Securities
Exchange Act of 1934 (SEC File No. 812-8510).
3/08/94
Item 30. Location of Accounts and Records
(1) Smith Barney Shearson Oregon Municipals Fund
Two World Trade Center
New York, New York 10048
(2) The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
(3) Greenwich Street Advisors
Two World Trade Center
New York, New York 10048
(4) Boston Safe Deposit and Trust Company
One Cabot Road
Medford, Massachusetts 02155
(5) The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The Registrant undertakes to call a meeting of shareholders
for the purpose of voting upon the question of removal of a trustee
or trustees of the Registrant when requested in writing to do so by
the holders of at least 10% of the Registrant's outstanding shares
and, in connection with the meeting, to comply with the provisions of
Section 16(c) of the 1940 Act relating to communications with the
shareholders of certain common-law trusts.
(b) The Registrant undertakes to file a post-effective
amendment containing reasonably current financial statements that
need not be certified, within four to six months from the effective
date of this Registration Statement.
Rule 485(b) Certification
The Registrant hereby certifies that it meets all requirements
for effectiveness pursuant to Rule 485(b) under the Securities Act of
1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant, SMITH BARNEY SHEARSON OREGON
MUNICIPALS FUND, has duly caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Boston, Commonwealth of Massachusetts on the 15th day of
May, 1994.
SMITH BARNEY SHEARSON
OREGON MUNICIPALS FUND
By: /s/ Heath B. McLendon*
Heath B. McLendon, Chairman of the Board
We, the undersigned, hereby severally constitute and appoint Heath B.
McLendon, Lee D. Augsburger and Christina T. Sydor and each of them singly,
our true and lawful attorneys, with full power to them and each of them to
sign for us, and in our hands and in the capacities indicated below, any and
all Amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents therewith, with the Securities and
Exchange Commission, granting unto said attorneys, and each of them, acting
alone, full authority and power to do and perform each and every act and thing
requisite or necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys or any of them may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement and the above Power of Attorney
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Heath B. McLendon* Chairman of the Board
5/15/94
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone* Treasurer (Chief Financial
5/15/94
Lewis E. Daidone and Accounting Officer)
/s/ Herbert Barg* Trustee
5/15/94
Herbert Barg
/s/ Alfred J. Bianchetti* Trustee
5/15/94
Alfred J. Bianchetti
/s/ Martin Brody* Trustee
5/15/94
Martin Brody
Signature Title Date
/s/ Dwight B. Crane* Trustee
5/15/94
Dwight B. Crane
/s/ James J. Crisona* Trustee
5/15/94
James J. Crisona
/s/ Robert A. Frankel* Trustee
5/15/94
Robert A. Frankel
/s/ Dr. Paul Hardin* Trustee
5/15/94
Dr. Paul Hardin
/s/ Stephen E. Kaufman* Trustee
5/15/94
Stephen E. Kaufman
/s/ Joseph J. McCann* Trustee
5/15/94
Joseph J. McCann
SHEARSON FUNDS ORE N1A.DOC
EXHIBIT 4
SPECIMEN
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
(A MASSACHUSETTS BUSINESS TRUST)
CLASS A SHARES
(SHARES OF BENEFICIAL INTEREST)
ACCOUNT NO.
THIS CERTIFIES THAT CUSIP
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES
(PAR VALUE $ .001 PER SHARE)
of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
CLASS A SHARES
Shares established and designated under the Master Trust Agreement of SMITH
BARNEY SHEARSON OREGON MUNICIPALS FUND, a Massachusetts business trust (the
"Trust"), dated March 10, 1994, as amended from time to time (the "Master
Trust Agreement"). The terms of the Master Trust Agreement, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts,
are hereby incorporated by reference as fully as if set forth herein in
their entirety. The shares have the rights and preferences set forth in
the Master Trust Agreement, and the Trust will furnish to the holder of
this certificate upon written request and without charge a statement of
such relative rights and preferences. This certificate is issued by the
Trustees of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND not individually
but as Trustees under the Master Trust Agreement, and represents shares of
the Trust and does not bind any of the Trustees, Stockholders, Officers,
Employees or Agents of the Trust personally but only the assets and
property Agreement, the shares represented by this certificate are
transferable upon the books of the Trust by the registered holder hereof in
person or his duly authorized attorney upon surrender of this certificate.
WITNESS the facsimile signature of the Trust's duly authorized
officer.
Dated:
________________________ ___________________________
Christina Sydor Stephen J. Treadway
Secretary President
SPECIMEN
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
(A MASSACHUSETTS BUSINESS TRUST)
CLASS B SHARES
(SHARES OF BENEFICIAL INTEREST)
ACCOUNT NO.
THIS CERTIFIES THAT CUSIP
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES
(PAR VALUE $ .001 PER SHARE)
of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
CLASS B SHARES
Shares established and designated under the Master Trust Agreement of SMITH
BARNEY SHEARSON OREGON MUNICIPALS FUND, a Massachusetts business trust (the
"Trust"), dated March 10, 1994, as amended from time to time (the "Master
Trust Agreement"). The terms of the Master Trust Agreement, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts,
are hereby incorporated by reference as fully as if set forth herein in
their entirety. The shares have the rights and preferences set forth in
the Master Trust Agreement, and the Trust will furnish to the holder of
this certificate upon written request and without charge a statement of
such relative rights and preferences. This certificate is issued by the
Trustees of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND not individually
but as Trustees under the Master Trust Agreement, and represents shares of
the Trust and does not bind any of the Trustees, Stockholders, Officers,
Employees or Agents of the Trust personally but only the assets and
property Agreement, the shares represented by this certificate are
transferable upon the books of the Trust by the registered holder hereof in
person or his duly authorized attorney upon surrender of this certificate.
WITNESS the facsimile signature of the Trust's duly authorized
officer.
Dated:
________________________ ___________________________
Christina Sydor Stephen J. Treadway
Secretary President
SPECIMEN
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
(A MASSACHUSETTS BUSINESS TRUST)
CLASS C SHARES
(SHARES OF BENEFICIAL INTEREST)
ACCOUNT NO.
THIS CERTIFIES THAT CUSIP
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES
(PAR VALUE $ .001 PER SHARE)
of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
CLASS C SHARES
Shares established and designated under the Master Trust Agreement of SMITH
BARNEY SHEARSON OREGON MUNICIPALS FUND, a Massachusetts business trust (the
"Trust"), dated March 10, 1994, as amended from time to time (the "Master
Trust Agreement"). The terms of the Master Trust Agreement, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts,
are hereby incorporated by reference as fully as if set forth herein in
their entirety. The shares have the rights and preferences set forth in
the Master Trust Agreement, and the Trust will furnish to the holder of
this certificate upon written request and without charge a statement of
such relative rights and preferences. This certificate is issued by the
Trustees of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND not individually
but as Trustees under the Master Trust Agreement, and represents shares of
the Trust and does not bind any of the Trustees, Stockholders, Officers,
Employees or Agents of the Trust personally but only the assets and
property Agreement, the shares represented by this certificate are
transferable upon the books of the Trust by the registered holder hereof in
person or his duly authorized attorney upon surrender of this certificate.
WITNESS the facsimile signature of the Trust's duly authorized
officer.
Dated:
________________________ ___________________________
Christina Sydor Stephen J. Treadway
Secretary President
SPECIMEN
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
(A MASSACHUSETTS BUSINESS TRUST)
CLASS D SHARES
(SHARES OF BENEFICIAL INTEREST)
ACCOUNT NO.
THIS CERTIFIES THAT CUSIP
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES
(PAR VALUE $ .001 PER SHARE)
of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
CLASS D SHARES
Shares established and designated under the Master Trust Agreement of SMITH
BARNEY SHEARSON OREGON MUNICIPALS FUND, a Massachusetts business trust (the
"Trust"), dated March 10, 1994, as amended from time to time (the "Master
Trust Agreement"). The terms of the Master Trust Agreement, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts,
are hereby incorporated by reference as fully as if set forth herein in
their entirety. The shares have the rights and preferences set forth in
the Master Trust Agreement, and the Trust will furnish to the holder of
this certificate upon written request and without charge a statement of
such relative rights and preferences. This certificate is issued by the
Trustees of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND not individually
but as Trustees under the Master Trust Agreement, and represents shares of
the Trust and does not bind any of the Trustees, Stockholders, Officers,
Employees or Agents of the Trust personally but only the assets and
property Agreement, the shares represented by this certificate are
transferable upon the books of the Trust by the registered holder hereof in
person or his duly authorized attorney upon surrender of this certificate.
WITNESS the facsimile signature of the Trust's duly authorized
officer.
Dated:
________________________ ___________________________
Christina Sydor Stephen J. Treadway
Secretary President
g:\shared\domestic\clients\shearson\funds\ore\certs.doc
EXHIBIT 5
ADVISORY AGREEMENT
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
May 23, 1994
The Greenwich Street Advisors Division of
Mutual Management Corp.
Two World Trade Center
New York, New York 10048
Dear Sirs:
Smith Barney Shearson Oregon Municipals Fund (the "Company"), a trust
organized under the laws of the Commonwealth of Massachusetts, confirms its
agreement with the Greenwich Street Advisors Division of Mutual Management
Corp. (the "Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital by investing and
reinvesting in investments of the kind and in accordance with the
investment objective(s), policies and limitations specified in its Master
Trust Agreement, as amended from time to time (the "Master Trust
Agreement"), in the prospectus (the "Prospectus") and the statement of
additional information (the "Statement") filed with the Securities and
Exchange Commission as part of the Company's Registration Statement on Form
N-1A, as amended from time to time, and in the manner and to the extent as
may from time to time be approved by the Board of Trustees of the Company
(the "Board"). Copies of the Prospectus, the Statement and the Master
Trust Agreement have been or will be submitted to the Adviser. The Company
agrees to provide copies of all amendments to the Prospectus, the Statement
and the Master Trust Agreement to the Adviser on an on-going basis. The
Company desires to employ and hereby appoints the Adviser to act as the
investment adviser to the Company. The Adviser accepts the appointment and
agrees to furnish the services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision, direction and approval of the Board of
the Company, the Adviser will (a) manage the Company's holdings in
accordance with the Company's investment objective(s) and policies as
stated in the Master Trust Agreement, the Prospectus and the Statement; (b)
make investment decisions for the Company; (c) place purchase and sale
orders for portfolio transactions for the Company; and (d) employ
professional portfolio managers and securities analysts who provide
research services to the Company. In providing those services, the Adviser
will conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Company's assets.
3. Brokerage
In selecting brokers or dealers to execute transactions on behalf of
the Company, the Adviser will seek the best overall terms available. In
assessing the best overall terms available for any transaction, the Adviser
will consider factors it deems relevant, including, but not limited to, the
breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer and
the reasonableness of the commission, if any, for the specific transaction
and on a continuing basis. In selecting brokers or dealers to execute a
particular transaction, and in evaluating the best overall terms available,
the Adviser is authorized to consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act
of 1934), provided to the Company and/or other accounts over which the
Adviser or its affiliates exercise investment discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments materially
affecting the Company's holdings, and will, on its own initiative, furnish
the Company from time to time with whatever information the Adviser
believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the
services listed in paragraphs 2 and 3 above. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Company in connection with the matters to which this Agreement
relates, provided that nothing in this Agreement shall be deemed to protect
or purport to protect the Adviser against any liability to the Company or
to its shareholders to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or by reason of the Adviser's reckless
disregard of its obligations and duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Company will pay the Adviser on the first business day of each month a
fee for the previous month at the annual rate of: .35 of 1.00% of the first
$500 million of the Company's average daily net assets; and .32 of 1.00% of
the Company's average daily net assets in excess of $500 million. The fee
for the period from the Effective Date (defined below) of the Agreement to
the end of the month during which the Effective Date occurs shall be
prorated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of a
month, the fee for such part of that month shall be prorated according to
the proportion that such period bears to the full monthly period and shall
be payable upon the date of termination of this Agreement. For the purpose
of determining fees payable to the Adviser, the value of the Company's net
assets shall be computed at the times and in the manner specified in the
Prospectus and/or the Statement.
7. Expenses
The Adviser will bear all expenses in connection with the performance
of its services under this Agreement. The Company will bear certain other
expenses to be incurred in its operation, including, but not limited to,
investment advisory and administration fees; fees for necessary
professional and brokerage services; fees for any pricing service; the
costs of regulatory compliance; and costs associated with maintaining the
Company's legal existence and shareholder relations.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the Company
(including fees pursuant to this Agreement and the Company's administration
agreements, but excluding interest, taxes, brokerage and extraordinary
expenses) exceed the expense limitation of any state having jurisdiction
over the Company, the Adviser will reduce its fee to the Company by the
proportion of such excess expense equal to the proportion that its fee
thereunder bears to the aggregate of fees paid by the Company for
investment advice and administration in that year, to the extent required
by state law. A fee reduction pursuant to this paragraph 8, if any, will
be estimated, reconciled and paid on a monthly basis.
9. Services to Other Companies or Accounts
The Company understands that the Adviser now acts, will continue to
act and may act in the future as investment adviser to fiduciary and other
managed accounts, and as investment adviser to other investment companies,
and the Company has no objection to the Adviser's so acting, provided that
whenever the Company and one or more other investment companies advised by
the Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula
believed to be equitable to each company. The Company recognizes that in
some cases this procedure may adversely affect the size of the position
obtainable for the Company. In addition, the Company understands that the
persons employed by the Adviser to assist in the performance of the
Adviser's duties under this Agreement will not devote their full time to
such service and nothing contained in this Agreement shall be deemed to
limit or restrict the right of the Adviser or any affiliate of the Adviser
to engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective as of the date the Fund
commences its investment operations and shall continue for a period of two
years and thereafter shall continue automatically (unless terminated as
provided herein) for successive annual periods provided that such
continuance is specifically approved at least annually by the Board of
Trustees of the Fund including a majority of the Board of Trustees who are
not "interested persons" (as defined in the Investment Company Act of 1940,
as amended) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting such approval. This Agreement is
terminable, without penalty, on 60 days' written notice, by the Board of
Trustees of the Fund or by vote of holders of a majority of the Fund's
shares, or upon 90 days' written notice, by Greenwich Street Advisors.
11. Representation by the Company
The Company represents that a copy of the Master Trust Agreement is
on file with the Secretary of The Commonwealth of Massachusetts.
12. Limitation of Liability
The Company and the Adviser agree that the obligations of the Company
under this Agreement shall not be binding upon any of the members of the
Board, shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Company, individually, but are binding only upon
the assets and property of the Company, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement have been
authorized by the Board and a majority of the holders of the Company's
outstanding voting securities, and signed by an authorized officer of the
Company, acting as such, and neither such authorization by such members of
the Board and shareholders 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 Company as provided in the Master Trust Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning the
enclosed copy of this Agreement.
Very truly yours,
SMITH BARNEY SHEARSON
OREGON MUNICIPALS FUND
By:
________________________
Name: Heath B. McLendon
Title: Chairman of the Board
Accepted:
THE GREENWICH STREET ADVISORS
DIVISION OF MUTUAL MANAGEMENT CORP.
By: _____________________
Name: Christine T. Sydor
Title: Managing Director
4
shared/domestic/clients/shearson/funds/ore/adv.doc 09:11 AM
EXHIBIT 6
SERVICES AND DISTRIBUTION AGREEMENT
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
May 23, 1994
Smith Barney Shearson Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, Smith Barney Shearson Oregon
Municipals Fund a business trust, organized under the laws of the
Commonwealth of Massachusetts has agreed that Smith Barney Shearson
Inc.("SBS") shall be, for the period of this Agreement, the distributor of
shares (the "Shares") of the Fund.
1. Services as Distributor
1.1 SBS will act as agent for the distribution of Shares
covered by 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").
1.2 SBS 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 SBS 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 SBS will provide one or more persons during normal
business hours to respond to telephone questions concerning the Fund.
1.5 SBS will transmit any orders received by it for purchase
or redemption of Shares to The Shareholder Services Group, Inc. ("TSSG"),
the Fund's transfer and dividend agent, or any successor to TSSG of which
the Fund has notified SBS in writing.
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 SBS 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 SBS an annual fee in connection with
the offering and sale of the Shares under this Agreement. The annual fee
paid to SBS, 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 SBS under this Section 1.8 maybe used by SBS
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 SBS Financial Consultants and other employees of SBS or other broker-
dealers that engage in the distribution of the Fund's Shares; (b)payments
made to, and expenses of, persons who provide support services in
connection with the distribution of the Fund's 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.
Distribution expenses shall not include any expenditures in connection with
services which SBS, any of its affiliates, or any other person have agreed
to bear without reimbursement.
1.9 SBS 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 SBS 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 SBS 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 SBS 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 SBS may reasonably
request.
3. Representations and Warranties
The Fund represents to SBS 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 field with the SEC. The Fund represents
and warrants to SBS 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 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'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 SBS
to do so, SBS 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 SBS
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 SBS 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 SBS, its several officers and directors, and any
person who controls SBS 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 SBS, its 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 thereof not misleading; provided, however, that the Fund's agreement to
indemnify SBS, 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 SBS 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 SBS pursuant to
paragraph 2.2 of this Agreement; and further provided that the Fund's
agreement to indemnify SBS 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 SBS
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of SBS's
reckless disregard of its obligations and duties under this Agreement. The
Fund's agreement to indemnify SBS, 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 SBS, 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 SBS. In the event the Fund elects to assume the
defense of any such suit and retains counsel of good standing approved by
SBS, 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 SBS does not
approve of counsel chosen by the Fund, the Fund will reimburse SBS, 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 SBS 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 SBS, 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 SBS'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 SBS
promptly of the commencement of any litigation or proceedings against the
Fund or any of its officers or trustees in connection with the issuance and
sale of any of the Fund's Shares.
4.2 SBS agrees to indemnify, defend and hold the Fund, its
several officers and Trustees, 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 Trustees 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 Trustees,
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 SBS 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 SBS to the Fund and required
to be stated in such answers or necessary to make such information not
misleading. SBS's agreement to indemnify the Fund, its officers or
Trustees, and any such controlling person, as aforesaid, is expressly
conditioned upon SBS being notified of any action brought against the Fund,
its officers or Trustees, or any such controlling person, such notification
to be given by letter or telegram addressed to SBS at its principal office
in New York, New York and sent to SBS by the person against whom such
action is brought, within ten days after the summons or other first legal
process shall have been served. SBS 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 SBS's part, and in any other event the Fund, its officers or
Trustees 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 to so notify SBS of any such action shall not relieve
SBS from any liability that SBS may have to the Fund, its officers or
Trustees, 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 SBS's indemnity agreement contained in this paragraph 4.2.
SBS agrees to notify the Fund promptly of the commencement of any
litigation or proceedings against SBS 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 Fund's Shares shall be offered by either SBS 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 the Master Trust Agreement dated March 9, 1994, as amended
from time to time.
6. Notice to SBS
The Fund agrees to advise SBS 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 or 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 the Fund
commences its investment operations and shall continues for successive
annual periods thereafter so long as such continuance is specifically
approved at least annually by (a) the Fund's Board of Trustees 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 Trustees 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, without penalty, on 60 days'
notice by the Fund's Board of Trustees, by vote of the holders of a
majority of the Fund's Shares, or on 90 days' notice by SBS. 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 SBS may
from time to time serve as directors, trustees, officers and employees of
corporations and business trusts (including other investment companies) and
that such other corporations and trusts may include the name "Smith Barney
Shearson" as part of their name, and that SBS or its affiliates may enter
into distribution or other agreements with such other corporations and
trusts. If SBS ceases to act as the distributor of the Shares, the Fund
agrees that, at SBS's request, the Fund's license to use the word ""Smith
Barney Shearson"" 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
"Smith Barney Shearson."
9. Limitation of Liability
The Fund and SBS 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 of this
Agreement.
Very truly yours,
SMITH BARNEY SHEARSON OREGON
MUNICIPALS FUND
By: _________________________________
Title: Chairman of the Board
Accepted:
SMITH BARNEY SHEARSON INC.
By: ___________________________
Authorized Officer
Page: 2
7
g\shared\domestic\clients\shearson\funds\ore\distrib09:15 AM
EXHIBIT 8
CUSTODY AGREEMENT
THIS AGREEMENT is made as of May 23, 1994 between SMITH BARNEY
SHEARSON OREGON MUNICIPALS FUND (the "Fund"), a Massachusetts Business
Trust having its principal office and place of business at Two World Trade
Center, New York, New York 10048, and BOSTON SAFE DEPOSIT & TRUST COMPANY
(the "Custodian"), a Massachusetts trust company having its principal place
of business at One Boston Place, Boston, Massachusetts 02108.
W I T N E S S E T H:
That for and in consideration of the mutual premises and convenants
hereinafter set forth, the Fund and the Custodian agree as follows:
1. Definitions.
Whenever used in this Agreement or in any Schedules to this
Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
(a) "Charter" shall mean the Master Trust Agreement of the
Fund dated March 10, 1994 as now in effect and as the same may be amended
from time to time.
(b) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or Assistant Treasurer or any other person, whether or not any
such person is an officer or employee of the Fund, duly authorized by the
Board of Trustees of the Fund to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in a certification in the
form annexed hereto as Appendix A or such other certification as may be
received by the Custodian from time to time.
(c) "Book-Entry System" shall mean the Federal Reserve/
Treasury book-entry system for United States and federal agency securities,
its successor or successors and its nominee or nominees.
(d) "Depository" shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, as
amended, its successor or successors and its nominee or nominees, in which
the Custodian is specifically authorized by the Fund's Board to make
deposits. The term "Depository" shall further mean and include any other
person to be named in Written Instructions authorized to act as a
depository under the 1940 Act, its successor or successors and its nominee
or nominees.
(e) "Money Market Securities" shall be deemed to include,
without limitation, debt obligations issued or guaranteed as to interest
and principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of deposit,
bankers' acceptances and short-term corporate obligations, where the
purchase or sale of such securities normally requires settlement in federal
funds on the same day as such purchase or sale, and repurchase and reverse
repurchase agreements with respect to any of the foregoing types of
securities.
(f) "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Authorized Person or a person
reasonably believed by the Custodian to be an Authorized Person.
(g) "Prospectus" shall mean the Fund's current prospectus
relating to the registration of the Fund's Shares under the Securities Act
of 1933, as amended.
(h) "Shares" refers to the Shares of beneficial interest
$.001 par value, as may be issued by the Fund from time to time.
(i) "Security" or Securities" shall be deemed to include
bonds, debentures, notes, stocks, shares, evidences or indebtedness, and
other securities and investments from time to time of the Fund, including
futures contracts and options on futures contracts.
(j) "Transfer Agent" shall mean the person which performs the
transfer agent, dividend disbursing agent and shareholder servicing agent
functions for the Fund.
(k) "Written Instructions" shall mean a written communication
actually received by the Custodian from an Authorized Person or from a
person reasonably believed by the Custodian to be an Authorized Person by
telex or facsimile machine or any other such system whereby the receiver of
such communication is able to verify through codes or otherwise with a
reasonable degree of certainty the authenticity of the sender of such
communication.
(l) The "1940 Act" refers to the Investment Company Act of
1940, and the rules and regulations thereunder, all as amended from time to
time.
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the Custodian as
custodian of all of the Securities and monies at any time owned by or in
the possession of the Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such
custodian for the Fund and agrees to perform the duties thereof as
hereinafter set forth.
3. Compensation.
(a) The Fund will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees set forth in the
Fee Agreement, annexed hereto as Schedule A and incorporated herein (the
"Fee Agreement") Such Fee Agreement does not include out-of-pocket
disbursements of the Custodian for which the Custodian shall be entitled to
bill separately. Out-of-pocket disbursements shall include, but shall not
be limited to, the items specified in the Schedule of Out-of-Pocket charges
annexed hereto as Schedule B and incorporated herein (the "Schedule"),
which Schedule may be modified by the Custodian upon not less than sixty
(60) days' prior written notice to the Fund.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Officer of each party hereto.
(c) The Custodian will bill the Fund in respect of out-of-
pocket expenses as soon as practicable after the end of each calendar
month, and said billings will be detailed in accordance with the Schedule.
The Fund will promptly pay to the Custodian the amount of such billing.
4. Custody of Cash and Securities.
(a) Receipt and Holding of Assets. The Fund will deliver or
cause to be delivered to the Custodian all Securities and monies owned by
it, including cash received from the issuance of its Shares, at any time
during the period of this Agreement. The Custodian will not be responsible
for such Securities and monies until actually received by it. The Fund
shall instruct the Custodian from time to time in its sole discretion, by
means of Written Instructions, or in connection with the purchase or sale
of Money Market Securities, by means of Oral Instructions or Written
Instructions, as to the manner in which and in what amounts Securities and
monies of the Fund are to be deposited on behalf of the Fund in the Book-
Entry System or a Depository and specifically allocated on the books of the
Custodian to the Fund' provided, however, that prior to the initial deposit
of Securities of the Fund in the Book-Entry System or the Depository, the
Custodian shall have received Written Instructions specifically approving
such deposit by the Custodian in the Book-Entry System or a Depository.
(b) Accounts and Disbursements. The Custodian shall
establish and maintain a separate account for the Fund and shall credit to
the separate account of the Fund all monies received by it for the account
of such Fund and shall disburse the same only:
(i) In payment for Securities purchased for the Fund,
as provided in Section 5 hereof;
(ii) For the payment of any expense or liability
incurred by the Fund, including but not limited to the following payments
for the account of the Fund: interest, taxes, management, accounting,
transfer agenda and legal fees and operating expenses of the Fund whether
or not such expenses are, in whole or in part, to be capitalized or treated
as deferred expenses;
(iii) For payment of the amount of dividends received in
respect of Securities sold short;
(iv) In payment of dividends or distributions with
respect to the Shares of the Fund, as provided in Section 7 hereof;
(v) In payment of original issue or other taxes with
respect to the Shares of the Fund;
(vi) In payment for Shares which have been repurchased
by the Fund, in the open market or otherwise;
(vii) Pursuant to Written Instructions or, with respect
to Money Market Securities, Oral Instructions or Written Instructions,
setting forth the name and address of the person to whom the payment is to
be made, the amount to be paid and the purpose for which payment is to be
made; or
(viii) In payment of fees and in reimbursement of
the expenses and liabilities of the Custodian attributable to the Fund, as
provided in Section 3(a) and Section 10(h) hereof.
(c) Confirmation and Statements. Promptly after the
close of business on each day, the Custodian shall furnish the Fund with
confirmation and a summary of all transfers to or from the account of the
Fund during said day. Where securities purchased by the Fund are in a
tangible bulk of securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books of the Depository
or the Book-Entry System, the Custodian shall by book entry or otherwise
identify the quantity of those securities belonging to the Fund. At least
monthly, the Custodian shall furnish the Fund with a detailed statement of
the Securities and monies held for the Fund under this Agreement.
(d) Registration of Securities and Physical Separation.
All Securities held for the Fund which are issued or issuable only in
bearer form, except such Securities as are held in the Book-Entry System,
shall be held by the Custodian in that form; all other Securities held for
the Fund may be registered in the name of the Fund, in the name of any duly
appointed registered nominee of the Custodian as the Custodian may from
time to time determine, or in the name of the Book-Entry System or a
Depository or their successor or successors, or their nominee or nominees.
The Fund reserves the right to instruct the Custodian as to the method of
registration and safekeeping of the Securities of the Fund. The Fund
agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in
the name of its registered nominee or in the name of the Book-Entry System
or a Depository, any Securities which it may hold for the account of the
Fund and which may from time to time be registered in the name of the Fund.
The Custodian shall hold all such Securities which are not held in the
Book-Entry System or the Depository in a separate account for the Fund in
the name of the Fund physically segregated at all times from those of any
other person or persons.
(e) Collection of Income and Other Matters Affecting
Securities. Unless otherwise instructed to the contrary by Written
Instructions, the Custodian by itself, or through the use of the Book-Entry
System or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for the Fund in accordance with
this Agreement:
(i) Collect on a timely basis all income due or
payable;
(ii) Present on a timely basis for payment and
collect the amount payable upon all Securities which may mature or be
called redeemed or retired, or otherwise become payable. Notwithstanding
the foregoing, the Custodian shall have no responsibility to the Fund for
monitoring or ascertaining any call, redemption or retirement dates with
respect to any put bonds which are owned by the Fund and held by the
Custodian or its nominee, nor shall the Custodian have any responsibility
or liability to the Fund for any loss by the Fund for any missed payment or
other default resulting therefrom; unless the Custodian received timely
notification from the Fund specifying the time, place and manner for the
presentment of any such put bond owned by the Fund and held by the
Custodian or its nominee. The Custodian shall not be responsible and
assumes no liability to the Fund for the accuracy or completeness of any
notification the Custodian may furnish to the Fund with respect to put
bonds;
(iii) Surrender Securities in temporary form
for definitive Securities;
(iv) Execute any necessary declarations or
certificates of ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in effect; and
(v) Hold directly, or through the Book-
Entry System or a Depository with respect to Securities therein deposited,
for the account of the Fund all rights and similar Securities issued with
respect to any Securities held by the Custodian hereunder for the Fund.
(f) Delivery of Securities and Evidence of Authority.
Upon receipt of Written Instructions and not otherwise, except for
subparagraphs (v) - (vii) below which may be effected by Oral or Written
Instructions, the Custodian, directly or through the use of the Book-Entry
System or a Depository, shall:
(i) Execute and deliver or cause to be
executed and delivered to such persons as may be designated in such Written
Instructions proxies, consents authorizations and any other instruments
whereby the authority of the Fund as owner of any Securities may be
exercised;
(ii) Deliver or cause to be delivered any
Securities held for the Fund in exchange for other Securities or cash
issued or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any corporation,
or the exercise of any conversion privilege;
(iii) Deliver or cause to be delivered any
Securities held for the Fund to any protective committee, reorganization
committee or other person in connection with the reorganization,
refinancing, merger, consolidation or recapitalization or sale of assets of
any corporation, and receive and hold under the terms of this Agreement in
the separate account for the Fund such certificates of deposit, interim
receipts or other instruments or documents as may be issued to it to
evidence such delivery;
(iv) Make or cause to be made such transfers
or exchanges of the assets specifically allocated to the separate account
of the Fund and take such other steps as shall be stated in said Written
Instructions to be for the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation or recapitalization
of the Fund;
(v) Deliver Securities owned by the Fund
upon sale of such Securities for the account of the Fund pursuant to
Section 5;
(vi) Deliver Securities owned by the Fund
upon the receipt of payment in connection with any repurchase agreement
related to such Securities entered into by the Fund;
(vii) Deliver Securities owned by the Fund to
the issuer thereof or its agent when such Securities are called, redeemed,
retired or otherwise become payable; provided, however, that in any such
case the cash or other consideration is to be delivered to the Custodian.
Notwithstanding the foregoing, the Custodian shall have no responsibility
to the Fund for monitoring or ascertaining any call, redemption or
retirement dates with respect to any put bonds which are owned by the Fund
and held by the Custodian or its nominee, nor shall the Custodian have any
responsibility or liability to the Fund for any loss by the Fund for any
missed payment or other default resulting therefrom unless the Custodian
received timely notification from the Fund specifying the time, place and
manner for the presentment of any such put bond owned by the Fund and held
by the Custodian or its nominee. The Custodian shall not be responsible
and assumes no liability to the Fund for the accuracy or completeness of
any notification the Custodian may furnish to the Fund with respect to put
bonds;
(viii) Deliver Securities owned by the
Fund to the issuer thereof, or its agent, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Custodian or into
the name or nominee name of any agent appointed pursuant to Section 10(f)
or into the name or nominee name of any sub-custodian appointed pursuant to
Section 10(e); or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face amount
or number of units; provided, however, that in any such case, the new
Securities are to be delivered to the Custodian;
(ix) Deliver Securities owned by the Fund to
the broker for examination in accordance with "street delivery" custom;
(x) Deliver Securities owned by the Fund in
accordance with the provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered national securities exchange, or
of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;
(xi) Deliver Securities owned by Fund in
accordance with the provisions of any agreement among the Fund, the
Custodian, and a futures commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection
with transactions by the Fund;
(xii) Deliver Securities owned by the Fund
for delivery in connection with any loans of Securities made by the Fund
but only against receipt of adequate collateral as agreed upon from time to
time by the Custodian and the Fund which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities;
(xiii) Deliver Securities owned by the
Fund for delivery as security in connection with any borrowings by the Fund
requiring a pledge of Fund assets, but only against receipt of amounts
borrowed;
(xiv) Deliver Securities owned by the Fund
upon receipt of instructions from the Fund for delivery to the Transfer
Agent or to the holders of Shares in connection with distributions in kind,
as may be described from time to time in the Fund's Prospectus, in
satisfaction of requests by holders of Shares for redemption; and
(xv) Deliver Securities owned by the Fund
for any other proper business purpose, but only upon receipt of, in
addition to Written Instructions, a certified copy of a resolution of the
Board of Directors signed by an Authorized Person and certified by the
Secretary of the Fund specifying the Securities to be delivered, setting
forth the purpose for which such delivery is to be made, declaring such
purpose to be a proper business purpose, and naming the person or persons
to whom delivery of such Securities shall be made.
(g) Endorsement and Collection of Checks, Etc. The
Custodian is hereby authorized to endorse and collect all checks, drafts or
other orders for the payment of money received by the Custodian for the
account of the Fund; provided, however, that the Custodian shall not be
liable for any money, whether or not represented by any check, draft, or
other instrument for the payment of money, received by it on behalf of the
Fund until the Custodian actually receives and collects such money directly
or by the final crediting of the account representing the Fund's interest
in the Book-Entry System or the Depository.
5. Purchase and Sale of Investments of the Fund.
(a) Promptly after each purchase of Securities for the
Fund, the Fund shall deliver to the Custodian (i) with respect to each
purchase of Securities which are not Money Market Securities, Written
Instructions and (ii) with respect to each purchase of Money Market
Securities, either Written Instructions or Oral Instructions, in either
case specifying with respect to each purchase: (1) the name of the issuer
and the title of the Securities; (2) the number of shares or the principal
amount purchased and accrued interest, if any; (3) the date of purchase and
settlement; (4) the purchase price per unit; (5) the total amount payable
upon such purchase; (6) the name of the person from whom or the broker
through whom the purchase was made, if any; (7) whether or not such
purchase is to be settled through the Book-Entry System or the Depository;
and (8) whether the Securities purchased are to be deposited in the Book-
Entry System or the Depository. The Custodian shall receive the Securities
purchased by or for the Fund and upon receipt of such Securities shall pay
out of the monies held for the account of the Fund the total amount payable
upon such purchase, provided that the same conforms to the total amount
payable as set forth in such Written Instructions or Oral Instructions.
(b) Promptly after each sale of Securities of the
Fund, the Fund shall deliver to the Custodian (i) with respect to each sale
of Securities which are not Money Market Securities, Written Instructions,
and (ii) with respect to each sale of Money Market Securities, either
Written or Oral Instructions, in either case specifying with respect to
such sale: (1) the name of the issuer and the title of the Securities; (2)
the number of shares or principal amount sold, and accrued interest, if
any; (3) the date of sale; (4) the sale price per unit; (5) the total
amount payable to the Fund upon such sale; (6) the name of the broker
through whom or the person to whom the sale was made; and (7) whether or
not such sale is to be settled through the Book-Entry System or the
Depository. The Custodian shall deliver or cause to be delivered the
Securities to the broker or other person designated by the Fund upon
receipt of the total amount payable to the Fund upon such receipt of the
total amount payable to the Fund upon such sale, provided that the same
conforms to the total amount payable to the Fund as set forth in such
Written or such Oral Instructions. Subject to the foregoing, the Custodian
may accept payment in such form as shall be satisfactory to it, and may
deliver Securities and arrange for payment in accordance with the customs
prevailing among dealers in securities.
6. Lending of Securities.
(a) Within 24 hours after each loan of Securities by
the Fund as disclosed in its Prospectus, the Fund shall deliver or cause to
be delivered to the Custodian Written Instructions specifying with respect
to each such loan: (1) the name of the issuer and the title of the
Securities; (2) the number of shares or the principal amount loaned; (3)
the date of loan and delivery; (4) the total amount to be delivered to the
Custodian, including the amount of cash collateral and the premium, if any,
separately identified; (5) the name of the broker, dealer or financial
institution to which the loan was made; and (6) whether the Securities
loaned are to be delivered through the Book-Entry System or the Depository.
Promptly after each termination of a loan of
Securities, the Fund shall deliver to the Custodian Written Instructions
specifying with respect to each such loan termination and return of
securities: (1) the name of the issuer and the title of the Securities to
be returned; (2) the number of shares or the principal amount to be
returned; (3) the date of termination; (4) the total amount to be delivered
by the Custodian (including the cash collateral for such Securities minus
any offsetting credits as described in said Written Instructions); (5) the
name of the broker, dealer or financial institution from which the
Securities will be returned; and (6) whether such return is to be effected
through the Book-Entry System or the Depository. The Custodian shall
receive all Securities returned from the broker, dealer or financial
institution thereof shall pay, out of the monies held for the account of
the Fund, the total amount payable upon such return of Securities as set
forth in the Written Instructions. Securities returned to the Custodian
shall be held as they were prior to such loan.
7. Payment of Dividends or Distributions.
(a) The Fund shall furnish to the Custodian a copy of
the resolution of the Board of Trustees of the Fund certified by the
Secretary or an Assistant Secretary (i) authorizing the declaration of
dividends or distributions with respect to the Fund on a specified periodic
basis and authorizing the Custodian to rely on Oral or Written Instructions
specifying the date of the declaration of such dividend or distribution,
the date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined and the amount payable per share to
the shareholders of record as of the record date, or (ii) setting forth the
date of declaration of any dividend or distribution by the Fund, the date
of payment thereof, the record date as of which shareholders entitled to
payment shall be determined and the amount payable per share to the
shareholders of record as of the record date.
(b) Prior to the payment date specified in such
resolution, Oral Instructions or Written Instructions, as the case may be,
the Fund shall deliver to the Custodian Oral Instructions or Written
Instructions specifying the total amount payable to the Transfer Agent.
(c) Upon the payment date specified in such resolution,
Oral Instructions or Written Instructions, as the case may be, the
Custodian shall pay to the Transfer Agent out of monies specifically
allocated to and held for the account of the Fund to total amount payable
to the Transfer Agent.
8. Indebtedness.
(a) The Fund will cause to be delivered to the
Custodian by any bank (excluding the Custodian) from which the Fund borrows
money using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank setting forth
the amount which such bank will loan to the Fund against delivery of a
stated amount of collateral. The Fund shall promptly deliver to the
Custodian Written or Oral Instructions stating with respect to each such
borrowing: (1) the name of the bank; (2) the amount and terms of the
borrowing, which may be set forth by incorporating by reference an attached
promissory note, duly endorsed by the Fund, or other loan agreement; (3)
the time and date, if known, on which the loan is to be entered into (the
"Borrowing Date") (4) the date on which the loan becomes due and payable;
(5) the total amount payable to the Fund on the Borrowing Date; (6) the
market value of Securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities; (7) whether the Custodian is
to deliver such collateral through the Book-Entry System or the Depository;
and (8) a statement that such loan is in conformance with the 1940 Act and
the Fund's Prospectus.
(b) Upon receipt of the Written or Oral Instructions
referred to in subparagraph (a) above, the Custodian shall deliver on the
Borrowing Date the specified collateral and the executed promissory note,
if any, against delivery by the lending bank of the total amount of the
loan payable, provided that the same conforms to the total amount payable
as set forth in the Written or Oral Instructions. The Custodian may, at
the option of the lending bank by virtue of any promissory note or loan
agreement. The Custodian shall deliver as additional collateral in the
manner directed by the Fund from time to time such Securities as may be
specified in Written or Oral Instructions to collateralize further any
transaction described in this Section 8. The Fund shall cause all
Securities released from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund fails to
specify in Written or Oral Instructions all of the information required by
this Section 8, the Custodian shall not be under any obligation to deliver
any Securities or to seek the return of the collateral; provided, however,
that the Custodian shall promptly notify the Fund of any information
required by this Section 8 and not specified in Written or Oral
Instructions. Collateral returned to the Custodian shall be held hereunder
as it was prior to being used as collateral.
9. Persons Having Access to Assets of the Fund.
(a) No Trustee, employee or agent of the Fund, and no
officer, director, employee or agent of the Fund's investment adviser,
shall have physical access to the assets of the Fund held by the Custodian
or be authorized or permitted to withdraw any investments of the Fund to
any such person. No officer, director, employee or agent of the Custodian
who holds any similar position with the Fund or its investment adviser
shall have access to the assets of the Fund.
(b) Nothing in this Section shall prohibit any officer,
employee or agent of the Fund, or any officer, director, employee or agent
of the Fund's investment adviser, from giving Oral Instructions or Written
Instructions to the Custodian or executing a certificate so long as it does
not result in delivery of or access to assets of the Fund as prohibited by
subparagraph (a) of this Section.
10. Concerning the Custodian.
(a) Standard of Conduct. Except as otherwise provided
herein, neither the Custodian nor its nominee shall be liable for any loss
or damage, including counsel fees, resulting from its action or omission to
act or otherwise, except for any such loss or damage arising out of its own
negligence, bad faith or willful misconduct. The Custodian may, with
respect to questions of law, apply for and obtain the advice and opinion of
counsel to the Fund (at the expense of the Fund) or of its own counsel and
shall be fully protected with respect to anything done or omitted by it in
good faith in conformity with such advice or opinion. The Custodian shall
be liable to the Fund for any loss or damage resulting from the use of the
Book-Entry System or the Depository arising by reason of any negligence,
misfeasance or misconduct on the part of the Custodian or any of its
employees or agents.
(b) Limit of Duties. Without limiting the generality
of the foregoing, the Custodian shall be under no duty or obligation to
inquire into, and shall not be liable for:
(i) The validity of the issue of any Securities
purchased by the Fund, the legality of the purchase thereof, or the
propriety of the amount paid therefor;
(ii) The legality of the sale of any Securities by
the Fund or the propriety of the amount for which the same are sold;
(iii) The legality of the issue or sale of any
Shares, or the sufficiency of the amount to be received therefor;
(iv) The legality of the repurchase of any Shares,
or the propriety of the amount to be paid therefor;
(v) The legality of the declaration or payment of
any dividend or other distribution of the Fund; or
(vi) The legality of any borrowing for temporary
or emergency administrative purposes.
(c) Amounts Due from Transfer Agent. The Custodian
shall not be under any duty or obligation to take action to effect
collection of any amount due to the Fund from the Transfer Agent nor to
take any action to effect payment or distribution by the Transfer Agent of
any amount paid by the Custodian to the Transfer Agent in accordance with
this Agreement.
(d) Collection Where Payment Refused. The Custodian
shall not be under any duty or obligation to take action to effect
collection of any amount, if the Securities upon which such amount is
payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action
by Written Instructions and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.
(e) Appointment of Sub-Custodians. The Custodian may
appoint one or more qualified institutions, including but not limited to
banking institutions, to act as Depository or Depositories or as Sub-
Custodian or Sub-Custodians of Securities and monies at any time owned by
the Fund, upon terms of which have been mutually agreed upon from time to
time by the Custodian and the Fund. The Custodian shall use reasonable
care in selecting any such Depository and/or Sub-Custodian and shall
oversee the maintenance of any Securities or monies of the Fund by the Sub-
Custodian. In addition, the Custodian may from time to time appoint one or
more of the institutions listed in Appendix C hereto, or such other
institutions as may hereafter by approved by vote of the Trustees of the
Fund, as foreign sub-custodians for the Fund's securities located outside
the United States, Provided that any such institution shall constitute an
"Eligible Foreign Custodian" within the meaning of Rule 17f-5 under the
1940 Act.
The Custodian shall maintain such records as
shall be necessary to identify the assets of the Fund held by any foreign
sub-custodians. The Custodian shall furnish to the Fund such periodic
reports as the Fund shall reasonably request sub-custodian, and shall
furnish to the Fund such notices of transfers of securities, deposits or
other assets to or from the Fund's account by any foreign sub-custodian as
the Fund shall request.
The Custodian shall advise the Fund promptly
if it learns that any foreign agent or sub-custodian no longer constitutes
an "Eligible Foreign Custodian" and of any failure by any foreign sub-
custodian to observe any material term of its appointment.
The Custodian may authorize one or more of
the foreign sub-custodians to use the facilities of one or more foreign
central securities depositories or clearing agencies listed in Appendix D
hereto, or as may hereafter by approved by vote of the Trustees of the
Fund; provided that any such organization shall constitute an "Eligible
Foreign Custodian.
In the event that any foreign sub-custodian
fails to perform any of its obligations under the terms of its appointment,
the Custodian shall use its best efforts to cause such foreign sub-
custodian to perform such obligations. At the written request of the Fund,
the Custodian shall use its best efforts to assert and collect any claim
for liability for any loss or damage incurred by the Fund arising out of
the failure of any such subcustodian to perform such obligations.
(e) Appointment of Agents. The Custodian may at any
time or times in its discretion appoint, and may at any time remove, any
other bank or trust company which is itself qualified under the 1940 Act to
act as a custodian, as its agent to carry out such of the provisions of
this Agreement as the Custodian may from time to time direct.
(g) No Duty to Ascertain Authority. The Custodian
shall not be under any duty or obligation to ascertain whether any
Securities at any time delivered to or held by it for the Fund are such as
may properly be held by the Fund under the provisions of its Charter and
the Prospectus.
(h) Payments to the Custodian. The Custodian may
charge against any money held by it for the account of the Fund any
expenses incurred by the Custodian in the performance of its duties
pursuant to this Agreement with respect to the Fund. The Custodian shall
also be entitled to charge against any money of the Fund held by it the
amount of any loss, damage, liability or expense incurred with respect to
the Fund including counsel fees, for which it shall be entitled to
reimbursement under the provisions of this Agreement.
(i) Reliance on Certificates and Instructions. The
Custodian shall be entitled to rely upon any certificate, notice or other
instrument in writing received by the Custodian and reasonably believed by
the Custodian to be genuine and to be signed by an Authorized Person. The
Custodian shall be entitled to rely upon any Written Instructions or Oral
Instructions actually received by the Custodian pursuant to the applicable
Sections of this Agreement and reasonably believed by the Custodian to be
genuine and to be given an Authorized Person. The Fund agrees to forward
to the Custodian Written Instructions from an Authorized Person confirming
such Oral Instructions in such manner so that such Written Instructions are
received by the Custodian, whether by hand delivery, telex or otherwise, by
the close of business on the same day that such Oral Instructions are given
to the Custodian. The Fund agrees that the fact that such confirming
instructions are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the transactions hereby
authorized by the Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to the
Custodian hereunder concerning such transactions, provided such
instructions reasonably appear to have been received from a duly Authorized
Person.
11. Records. The Custodian shall create and maintain all
records relating to its activities and obligations under this Agreement in
such a manner as will meet the obligations of the Fund under the 1940 Act,
with particular attention to Section 31 thereof, Rules 31a-1 and 31a-2
thereunder, applicable federal and state tax laws and any law or
administrative rules or procedures which may be applicable to the Fund.
All such records shall be the property of the Fund and shall at all times
during regular business hours of the Custodian be open for inspection by
duly authorized officers, employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission.
12. Opinion of Fund's Independent Accountants. The Custodian
shall take all reasonable action as the Fund may from time to time request,
to obtain from year to year favorable opinions from the Fund's independent
accountants with respect to the activities hereunder in connection with the
preparation of Amendments to the Fund's Registration Statement, and Form N-
SAR or other annual reports to the Securities and Exchange Commission, and
with respect to any other requirements of such Commission.
13. Reports to Fund by Independent Public Accountants. The
Custodian shall provide the Fund with reports by independent public
accountants on the accounting system, internal accounting controls and
procedures for safeguarding Securities, including securities deposited
and/or maintained in a Depository or Book-Entry System, relating to the
services provided by the Custodian under this Agreement.
14. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification
signed by the Secretary or an Assistant Secretary of the Fund setting forth
the names and the signatures of the present Authorized Persons. The Fund
agrees to furnish to the Custodian a new certification in similar form in
the event that any such present Authorized Person ceases to be such an
Authorized Person or in the event that other or additional Authorized
Persons are elected or appointed. Until such new certification shall be
received, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Oral Instructions or signatures of the
present Authorized Persons as set forth in the last delivered
certification.
(b) Annexed hereto as Appendix B is a certification
signed by the secretary or an Assistant Secretary of the Fund setting forth
the names and the signatures of the present officers of the Fund. The Fund
agrees to furnish to the Custodian as new certification in similar form in
the event that any such present officer ceases to be an officer of the Fund
or in the event that other or additional officers are elected or appointed.
Until such new certification shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon the
signature of the officer as set forth in the last delivered certification.
(c) Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Custodian,
shall be sufficiently given if addressed to the Custodian and mailed or
delivered to it at its offices at 31 St. James Avenue, Boston,
Massachusetts 02116, Attention: Vin Molloy, or at such other place as the
Custodian may from time to time designate in writing.
(d) Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Fund, shall be
sufficiently given if addressed to the Fund and mailed or delivered to it
at Two World Trade Center, New York, New York 10048, Attention:
_______________, or at such other place as the Fund may from time to time
designate in writing.
(e) This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties with the
same formality as this Agreement.
(f) This Agreement shall extend to and shall be binding
upon the parties hereto and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian without
the written consent of the authorized or approved by a resolution of the
Board of Trustees of the Fund, and any attempted assignment without such
written consent shall be null and void.
(g) This Agreement shall be construed in accordance
with the laws of The Commonwealth of Massachusetts.
(h) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but such
counterparts shall, together, constitute only one agreement.
(i) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their contraction or effect.
15. Termination of Agreement
(a) This Agreement shall become effective on the date
hereof and shall remain in force unless terminated pursuant to the
provisions of subparagraph (b) of this Section 15.
(b) This Agreement may be terminated at any time
without payment of any penalty, upon sixty (60) days' written notice, by
vote of the holders of a majority of the outstanding voting securities of
the Fund, by vote of a majority of the Board of Trustees of the Fund, or by
the Custodian. In the event such notice is given by the Fund, it shall be
accompanied by a certified resolution of the Board of Trustees of the Fund,
electing a successor custodian or custodians. In the event such notice is
given by the Custodian, the Fund shall, on or before the termination date,
deliver to the Custodian a certified resolution of the Board of Trustees of
the Fund, designating a successor custodian or custodians. In the absence
of such designation, the Custodian may designate a successor custodian
which shall be qualified to so act under the 1940 Act. If the Fund fails
to designate a successor custodian, upon the delivery by the Custodian of
all Securities and monies then owned by the Fund to a successor custodian
designated by the Custodian, the Custodian shall thereby be relieved of all
duties and responsibilities pursuant to this Agreement.
(c) Upon the date set forth in such notice under this
Section 15, this Agreement shall terminate to the extent specified in such
notice, and the Custodian shall upon receipt of a notice of acceptance by
the successor custodian on that date deliver directly to the successor
custodian all Securities and monies then held by the Custodian, after
deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their duly authorized
officers as of the date first set forth above.
SMITH BARNEY SHEARSON
OREGON MUNICIPALS FUND
By: ________________________________
BOSTON SAFE DEPOSIT & TRUST
COMPANY
By: ________________________________
SCHEDULE A
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CUSTODY FEE SCHEDULE
A. Domestic Safekeeping:
First $50 million
- -.033%
Next $50 million
- -.017%
Next $900 million
- -.010%
Next $ 2 billion
- -.007%
Excess
B. PLUS $5/security holding
charge per month
C. PLUS Transaction charges:
DTC eligible
- -$10
Non-DTC eligible
- -$30
Fed Book Entry
- -$10
Options
- -$25
Futures
- -$ 8
GNMA Paydowns
- -$ 5
Repo - depository
- -$10
-non-deposit
- -$17
Physical - Govt
- -$30
Physical - Corp/Muni
- -$30
Commercial Paper
- -$30
Euro-CDs (London)
- -$30
CUSTODY AGREEMENT
SCHEDULE B
OUT-OF POCKET EXPENSES
I. Out-of-pocket expenses include, but are not limited to, the
following:
Telephone
Wire Charges
Postage and Insurance
Courier Charges
Supplies
Duplicating
Transfer Fees
Sub-Custodian Charges
Single Audit Letters
CUSTODY AGREEMENT
APPENDIX A
I., Christina T. Sydor, Secretary of SMITH BARNEY SHEARSON OREGON
MUNICIPALS FUND (the "Fund"), do hereby certify that, in addition to the
officers of the Fund, the following individuals have been duly authorized
by the Board of Trustees of the Trust in conformity with the Trust's Master
Trust Agreement and By-Laws to give Oral Instructions and Written
Instructions on behalf of the Trust, and the signatures set forth opposite
their respective names are their true and correct signatures:
Name Signature
Diane Leone ____________________________
Vincent Molloy ____________________________
Thomas B. Stiles II ____________________________
Vera Sanducci-Dendy ____________________________
Kenneth A. Egan ____________________________
Thomas P. Rivoir ____________________________
Thomas M. Reynolds ____________________________
Karen Mahoney-Malcomson ____________________________
John Hawke ____________________________
Joseph Benevento ____________________________
____________________________
Christina T. Sydor
Secretary
CUSTODY AGREEMENT
SCHEDULE B
OUT-OF-POCKET EXPENSES
I. Out-of-pocket expenses include, but are not limited to, the
following:
* Telephone
* Wire Charges
* Postage and Insurance
* Courier Charges
* Supplies
* Duplicating
* Transfer Fees
* Sub-Custodian Charges
* Single Audit Letters
CUSTODY AGREEMENT
APPENDIX B
I., Christina T. Sydor, Secretary of SMITH BARNEY SHEARSON OREGON
MUNICIPALS FUND (the "Fund"), do hereby certify that the following
individuals serve in the following positions with the Trust and each
individual has been duly elected or appointed by the Board of Trustees of
the Trust to each such position and qualified therefor in conformity with
the Trust's Master Trust Agreement and By-Laws, and the signature set forth
opposite their respective names are their true and correct signatures:
Name Title Signature
Heath B. McLendon Chief Executive Officer ______________________
Stephen J. Treadway President
______________________
Richard P. Roelofs Executive Vice President
______________________
Peter Coffey Vice President and
______________________
Investment Officer
Daniel S. Malone Investment Officer
______________________
Lewis E. Daidone Treasurer ______________________
Christina T. Sydor Secretary
______________________
Lee D. Augsburger Assistant Secretary
______________________
Mary Bucci Assistant Secretary
______________________
Christina Haage Assistant Treasurer
______________________
______________________
Christina T. Sydor
Secretary
CUSTODY AGREEMENT
APPENDIX C
SUB-CUSTODIANS
Citibank, N.A., Buenoa Aires
National Australia Bank, Ltd., Melbourne
Creditanstalt-Bankverein, Vienna
Generale Bank, Brussels
Citibank, N.A., San Paulo
Canada Trust, Toronto
Citibank, N.A., Santiago
Barclays Bank, PLC, Nicosia
Den Danske Bank, Copenhagen
Kansallis-Osake-Pankki, Helsinki
Banque Paribas, Paris
Berliner Handels und Frankfurter Bank, Frankfurt
National Bank of Greece, Athens
The Hongkong and Shanghai Banking Corp., Hong Kong
The Hongkong and Shanghai Banking Corp., Jakarta
Bank of Ireland, Dublin
Bank Hapoalim B.M., Tel Aviv
Morgan Guarnty Trust Co., Milan
The Mitsubishi Bank, Ltd., Tokyo
Arab Bank, Amman
Banque Generale du Luxembourg, Luxembourg
Standard Chartered Bank, Kuala Lumpur
Citibank, N.A., Mexico City
Pierson, Heldring & Pierson, N.A., Amersterdam
National Nominees, Ltd., Auckland
Christiania Bank, Oslo
The Hongkong and Shanghai Banking Corp., Manila
Banco Totta & Acores S.A., Lisbon
Development Bank of Singapore, Singapore
Standard Chartered Bank, Seoul
Banco Urquijo, Madrid
The Hongkong and Shanghai Banking Corp., Colombo
Svenska Handelsbanken, Stockholm
Morgan Guaranty Trust Co., Zurich
The Hongkong and Shanghai Banking Corp., Bangkok
Citibank, N.A., Istanbul
Boston Safe Deposit and Trust Co., London
Citibank, N.A., Caracus
CUSTODY AGREEMENT
APPENDIX D
CENTRAL SECURITIES
DEPOSITORIES AND CLEARING AGENCIES
Caja de Valores (CDV)
Austraclear Limited
Wertpapiersammelbank (WSB)
Caisse Interprofessionelle de Depots et de Virements de Titres S.A.
(C.I.K.)
Bolsa de Valores de Sao Paulo (BOVESPA)
The Canadian Depository for Securities Ltd. (CDS)
Vaerdipapircentralen (VP-Centralen)
Society Interprofessionelle pour la Conversation des Valeurs Mobilieres
(SICOVAM)
Kassenvereine
Hong Kong Securities Clearing Co. (HSCC)
Bank Hapoalim, Bank Leumi, Bank Mizrahi and Israel Discount Bank
Monte Titoli, S.p.A.
Japan Securities Depository Centre (JASDEC)
Central Depository System (CDS)
Instituto para el Deposito de Valores (INDEVAL)
Netherlands Clearing Institute for Giro Securities Deliveries (NECIGEF)
Verdipapirsentralen (VPS)
Central Depository (Pte) Ltd. (CDP)
Korea Securities Settlement Corp. (KSSC)
Central Depository System (Pvt) Ltd. (CDS)
Vardepapperscentralen (VPC)
The Schweizerrische Effekten-Giro AG (SEGA)
Taurus
Euro-clear Clearance System, Belgium
Cebtrale de Livraison de Valeures Mobilieres (Cedel), Luxembourg
CUSTODY AGREEMENT
APPENDIX E
INDIVIDUALS WITH ACCESS
I, Lynne E. Larkin, Secretary of Boston Safe Deposit and Trust
Company, a Massachusetts corporation (the "Custodian"), do hereby certify
that:
The following twelve named individuals have been duly authorized by
the Executive Committee of the Board of Directors of the Custodian to have
access to the assets of SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND, a
business trust organized under the laws of the Commonwealth of
Massachusetts, held by the Custodian in its capacity as such:
Diane Contardo Cynthia E. Peluso
Marie F. Cullerton Geraldine E. Ryan
Karen D. DeVitto Mary A. Sannella
Joan M. Donahue Daniel J. Smith
Claire J. Lurie Merton E. Thompson, III
Eleanor L. Millan George H. Whitney, III
________________________________
Lynne E. Larkin, Secretary
Boston Safe Deposit and Trust Company
shared/domestic/clients/shearson/funds/ore/custody
- -33-
shared/domestic/clients/bjb/a&rcust.doc
EXHIBIT 9(a)
SMith Barney Shearson OREGON Municipals Fund
ADMINISTRATION AGREEMENT
May 23, 1994
Smith, Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
Smith Barney Shearson Oregon Municipals Fund, a business trust
organized under the laws of the Commonwealth of Massachusetts, confirms its
agreement with Mutual Management Corp. ("MMC") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the limitations specified
in its Amended and Restated Master Trust Agreement (the "Master Trust
Agreement"), as amended from time to time, in its Prospectus and Statement
of Additional Information as from time to time in effect, and in such
manner and to the extent as may from time to time be approved by the Board
of Trustees of the Fund. Copies of the Fund's Prospectus, Statement of
Additional Information and the Master Trust Agreement have been submitted
to MMC. The Fund employs Greenwich Street Advisors (the "Adviser") as its
investment adviser and desires to employ and hereby appoints MMC as its
administrator. MMC accepts this appointment and agrees to furnish services
for the compensation set forth below.
2. Services as Administrator
Subject to the supervision and direction of the Board of Trustees of
the Fund, MMC will (a) assist in supervising all aspects of the Fund's
operations except those performed by the Fund's Adviser under its
investment advisory agreement; (b) assist in the execution of cash
management decisions made by the Fund's Adviser(s) pursuant to instructions
from Fund's Adviser(s); (c) furnish such statistical or other factual
information, advice regarding economic factors and trends and advice as to
occasional transactions in specific securities (but without generally
furnishing advice or making recommendations regarding the purchase or sale
of securities) as may be requested by the Fund's Adviser(s) in connection
with the selection of cash equivalent investments as may be requested from
time to time by the Fund's Adviser(s); (d) supply the Fund with office
facilities (which may be MMC' own offices) statistical and research data,
data processing services, clerical, accounting and bookkeeping services,
including but not limited to, the calculation of net asset value of shares
of the Fund, internal auditing and legal services, internal executive and
administrative services, and stationary and office supplies; and (e)
prepare reports to the shareholders of the Fund, tax returns and reports to
and filings with the Securities and Exchange Commission and state Blue Sky
authorities.
3. Compensation
In consideration of services rendered pursuant to this Agreement, the
Fund will pay MMC on the first business day of each month a fee for the
previous month at an annual rate of .20% of the Fund's average daily net
assets up to $500 million and .18% of the value of its daily net assets in
excess of $500 million. Upon any termination of this Agreement before the
end of any month, the fee for such part of the month shall be prorated
according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to MMC, the value of the Fund's
net assets shall be computed at the times and in the manner specified in
the Prospectus and Statement of Additional Information as from time to time
in effect.
4. Expenses
MMC will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other expenses
to be incurred in its operation, including: taxes, interest, brokerage fees
and commissions, if any; fees of Trustees of the Fund who are not officers,
directors, or employees of the Adviser or MMC; Securities and Exchange
Commission fees and state Blue Sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; certain insurance
premiums; outside auditing and legal expenses, costs of maintenance of
corporate existence; costs attributable to investor services, including
without limitation, telephone and personnel expenses; costs of preparing
and printing prospectuses and statement of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings, and meetings of the officers or Board
of Trustees of the Fund; and any extraordinary expenses.
5. Reimbursement to the Fund
If in any fiscal year, the aggregate expenses of the Fund (including
fees pursuant to this Agreement and the Fund's investment advisory
agreement, but excluding interest, taxes, brokerage and, if permitted by
state securities commissions, extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, MMC will
reimburse the Fund for that excess expense to the extent required by state
law in the same proportion as its respective fees bear to the combined fees
for investment advice and administration. The expense reimbursement
obligation of MMC will be limited to the amount of fees hereunder. Such
expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
6. Standard of Care
MMC shall exercise its best judgment in rendering the services listed
in paragraph 2 above. MMC shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates provided that nothing in this
Agreement shall be deemed to protect or purport to protect MMC against
liability to the Fund or to its shareholders to which MMC would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or by reason of MMC' reckless
disregard of its obligations and duties under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically (unless terminated as
provided herein) for successive annual periods provided that such
continuance is specifically approved at least annually by the Board of
Trustees of the Fund including a majority of the Board of Trustees who are
not "interested persons" (as defined in the Investment Company Act of 1940,
as amended) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting such approval. This Agreement is
terminable, without penalty, on 60 days' written notice, by the Board of
Trustees of the Fund or by vote of holders of a majority of the Fund's
shares, or upon 90 days' written notice, by MMC.
8. Service to Other Companies or Accounts
The Fund understands that MMC now acts, will continue to act and may
act in the future as administrator to one or more other investment
companies, and the Fund has no objection to MMC' so acting. The Fund
understands that the persons employed by MMC to assist in the performance
of MMC' duties hereunder will not devote their full time to such service
and nothing contained herein shall be deemed to limit or restrict the right
of MMC or any affiliate of MMC to engage in and devote time and attention
to other businesses or to render services of whatever kind or nature.
9. Filing of Trust Agreement
The Trust represents that a copy of its Amended and Restated Master
Trust Agreement, dated November 5, 1992, together with all amendments
thereto, is on file with the Secretary of the Commonwealth of Massachusetts
and with the Boston City Clerk.
10. Limitation of Liability
This Fund and MMC 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 the
sole shareholder of the Fund, and signed by an authorized officer of the
Fund, acting as such, and neither such authorization by such Trustees and
shareholder 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
Fund as provided in the Master Trust Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed
copy hereof.
Very truly yours,
Smith Barney Shearson
Oregon Municipals Fund
By:
Title:
Accepted:
Mutual Management Corp.
By:
Title:
g\shared\domestic\clients\shearson\funds\ore\admin02:02 PM
EXHIBIT 9(b)
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
SUB-ADMINISTRATION AGREEMENT
May 23, 1994
The Boston Company Advisors, Inc.
One Exchange Place
Boston, MA 02210
Dear Sirs:
Smith Barney Shearson Oregon Municipals Fund (the "Fund"), a
business trust organized under the laws of the Commonwealth of
Massachusetts and Smith, Barney Advisers, Inc. ("SBA") confirm their
agreement with The Boston Company Advisors, Inc. ("Boston Advisors") as
follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and
reinvesting in investments of the kind and in accordance with the
limitations specified in its Master Trust Agreement dated March 10, 1994,
as amended from time to time (the "Master Trust Agreement"), in its
Prospectus and Statement of Additional Information as from time to time in
effect, and in such manner and to such extent as may from time to time be
approved by the Board of Trustees of the Fund (the "Board"). Copies of the
Fund's Prospectus, Statement of Additional Information and Master Trust
Agreement have been or will be submitted to you. The Fund employs SBA as
its administrator, and the Fund and SBA desire to employ and hereby appoint
Boston Advisors as the Fund's sub-administrator. Boston Advisors accepts
this appointment and agrees to furnish the services to the Fund, for the
compensation set forth below, under the general supervision of SBA.
2. Services as Sub-Administrator
Subject to the supervision and direction of the Board and SBA,
Boston Advisors will: (a) assist in supervising all aspects of the Fund's
operations except those performed by the Fund's investment adviser under
the Fund's investment advisory agreement; (b) supply the Fund with office
facilities (which may be in Boston Advisor's own offices), statistical and
research data, data processing services, clerical, accounting and
bookkeeping services, including, but not limited to, the calculation of (i)
the net asset value of shares of the Fund, (ii) applicable contingent
deferred sales charges and similar fees and changes and (iii) distribution
fees, internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; and (c)
prepare reports to shareholders of the Fund, tax returns and reports to and
filings with the Securities and Exchange Commission (the "SEC") and state
blue sky authorities.
3. Compensation
In consideration of services rendered pursuant to this
Agreement, SBA will pay Boston Advisors on the first business day of each
month a fee for the previous month calculated in accordance with the terms
set forth in Appendix B, and as agreed to from time to time by the Fund,
SBA and Boston Advisors. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to Boston Advisors, the value
of the Fund's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus and Statement of Additional Information
as from time to time in effect.
4. Expenses
Boston Advisors will bear all expenses in connection with the
performance of its services under this Agreement. The Fund will bear
certain other expenses to be incurred in its operation, including: taxes,
interest, brokerage fees and commissions, if any; fees of the Board members
of the Fund who are not officers, directors or employees of Smith Barney
Shearson Inc., Boston Advisors of their affiliates; SEC fees and state blue
sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's and its Board members' proportionate share of
insurance premiums, professional association dues and/or assessments;
outside auditing and legal expenses; costs of maintaining the Fund's
existence; costs attributable to investor services, including, without
limitation, telephone and personnel expenses; costs of preparing and
printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the officers or Board and any
extraordinary expenses. In addition, the Fund will pay all distribution
fees pursuant to a Distribution Plan adopted under Rule 12b-1 of the
Investment Company Act of 1940, as amended (the "1940 Act").
5. Reimbursement of the Fund
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement and the Fund's investment
advisory agreement(s) and administration agreement, but excluding
distribution fees, interest, taxes, brokerage and, if permitted by state
securities commissions, extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, Boston Advisory
will reimburse the Fund for that excess expense to the extent required by
state law in the same proportion as its respective fees bear to the
combined fees for investment advice and administration. The expense
reimbursement obligation of Boston Advisors will be limited to the amount
of its fees hereunder. Such expense reimbursement, if any, will be
estimated, reconciled and paid on a monthly basis.
6. Standard of Care
Boston Advisors shall exercise its best judgment in rendering
the services listed in paragraph 2 above. Boston Advisors shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport
to protect Boston Advisors against liability to the Fund or to its
shareholders to which Boston Advisors would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of Boston Advisor's reckless
disregard of its obligations and duties under this Agreement.
7. Term of Agreement
This agreement shall continue automatically for successive
annual periods, provided that it may be terminated by 90 days' written
notice to the other parties by any of the Fund, SBA or Boston Advisors.
This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns, provided, however,
that this agreement may not be assigned, transferred or amended without the
written consent of all the parties hereto.
8. Service to Other Companies or Accounts
The Fund understands that Boston Advisors now acts, will
continue to act and may act in the future as administrator to one or more
other investment companies, and the Fund has no objection to Boston
Advisors so acting. In addition, the Fund understands that the persons
employed by Boston Advisors to assist in the performance of its duties
hereunder may or may not devote their full time to such service and nothing
contained herein shall be deemed to limit or restrict the right of Boston
Advisors or its affiliates to engage in and devote time and attention to
other businesses or to render services of whatever kind of nature.
9. Indemnification
SBA agrees to indemnify Boston Advisors and its officers,
directors, employees, affiliates, controlling persons and agents
("indemnitees") to the extent that indemnification is available from the
Fund, and Boston Advisors agrees to indemnify SBA and its indemnitees,
against any loss, claim, expenses or cost of any kind (including reasonable
attorney's fees) resulting or arising in connection with this Agreement or
from the performance or failure to perform any act hereunder, provided that
not such indemnification shall be available if the indemnitee violated the
standard of care in paragraph 6 above. This indemnification shall be
limited by the 1940 Act, and relevant state law. Each indemnitee shall be
entitled to advancement of its expenses in accordance with the requirements
of the 1940 Act and the rules, regulations and interpretations thereof as
in effect from time to time.
10. Limitations of Liability
The Fund, SBA and Boston Advisors agree that the obligations of
the Fund under this Agreement shall not be binding upon any of the Board
members, 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 and Bylaws.
The execution and delivery of this Agreement has been duly authorized by
the Fund, SBA and Boston Advisors, and signed by an authorized officer of
each, acting as such. Neither the authorization by the Board Members of
the Fund, nor the execution and delivery by the officer of the Fund 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 Fund as provided in the Master Trust Agreement.
If the foregoing is in accordance with your understanding,
kindly indicate your acceptance hereof by signing and returning to us the
enclosed copy hereof.
Very truly yours,
Smith Barney Shearson
Oregon Municipals Fund
By:________________
Title:
Smith, Barney Advisers, Inc.
By:_________________
Title:
Accepted:
The Boston Company Advisors, Inc.
By:_________________
Title
Appendix A
ADMINISTRATIVE SERVICES
Fund Accounting. Fund accounting services involve comprehensive
accrual-based recordkeeping and management information. They include
maintaining a fund's books and records in accordance with the Investment
Company Act of 1940, as amended (the "1940 Act" ), net asset value
calculation, daily dividend calculation, tax accounting and portfolio
accounting.
The designated fund accountants interact with the Fund's
custodian, transfer agent and investment adviser daily. As required,
the responsibilities of each fund accountant may include:
- Cash Reconciliation - Reconcile prior day's ending cash
balance per custodian's records and the accounting system to the prior
day's ending cash balance per fund accounting's cash availability
report;
- Cash Availability - Combine all activity affecting the
Fund's cash account and produce a net cash amount available for
investment;
- Formal Reconciliation - Reconcile system generated reports
to prior day's calculations of interest, dividends, amortization,
accretion, distributions, capital stock and net assets;
- Trade Processing - Upon receipt of instructions from the
investment adviser review, record and transmit buys and sells to the
custodian;
- Journal Entries - Input entries to the accounting system
reflecting shareholder activity and Fund expense accruals;
- Reconcile and Calculate N.O.A. (net other assets) - Compile
all activity affecting asset and liability accounts other than
investment account;
- Calculate Net Income, Mil Rate and Yield for Daily
Distribution
Funds - Calculate income on purchases and sales, calculate
change in income due to variable rate change; combine all daily income
less expenses to arrive at net income; calculate mil rate and yields (1
day, 7 day and 30 day);
- Mini-Cycle (except for Money Market Funds) - Review intra
day trial balance and reports, review trial balance N.O.A.;
- Holdings Reconciliation - Reconcile the portfolio holdings
per the system to custodian reports;
- Pricing - Determine N.A.V. for the Fund using market value
of all securities and currencies (plus N.O.A.), divided by the shares
outstanding, and investigate securities with significant price changes
(over 5%);
- Money Market Fund Pricing - Monitor valuation for compliance
with Rule 2a-7;
- System Check-Back - Verify the change in market value of
securities which saw trading activity per the system;
- Net Asset Value Reconciliation - Identify the impact of
current day's Fund activity on a per share basis;
- Reporting of Price to NASDAQ - 5:30 P.M. is the final
deadline for Fund prices being reported to the newspaper;
- Reporting of Price to Transfer Agent - N.A.V.s are reported
to transfer agent upon total completion of above activities.
In addition, fund accounting personnel: communicate corporate
actions of portfolio holdings to portfolio mangers; initiate
notification to custodian procedures on outstanding income receivables;
provide information to the Fund's treasurer for reports to shareholders,
SEC, Board, tax authorities, statistical and performance reporting
companies and the Fund's auditors; interface with Fund's auditors;
prepare monthly reconciliation packages, including expense pro forma;
prepare amortization schedules for premium and discount bonds based on
the effective yield method; prepare vault reconciliation reports to
indicate securities currently "out-for-transfer;" and calculate daily
expenses based on expense ratios supplied by Fund's treasurer.
Financial Administration. The financial administration services made
available to the Fund fall within three main categories: Financial
Reporting; Statistical Reporting; and Publications. The following is a
summary of the services made available to the Fund by the Financial
Administration Division:
Financial Reporting
- Coordinate the preparation and review of the annual, semi-
annual and quarterly portfolio of investments and financial statements
included in the Fund's shareholder reports.
Statistical Reporting
- Total return reporting;
- SEC 30-day yield reporting and 7-day yield reporting (for
money market funds);
- Prepare dividend summary;
- Prepare quarter-end reports;
- Communicate statistical data to the financial media
(Donoghue, Lipper, Morningstar, et al.).
Publications
- Coordinate the printing and mailing process with outside
printers for annual and semi-annual reports, prospectuses, statements of
additional information, proxy statements and special letters or
supplements;
Treasury. The following is a summary of the treasury services available
to the Fund:
- Provide an Assistant Treasurer for the Fund;
- Authorize payment of bills for expenses of the Fund;
- Establish and monitor the rate of expense accruals;
- Prepare financial materials for review by the Fund's Board
(e.g., Rule 2a-7, 10f-3 17a-7 and 17e-1 reports, repurchase agreement
dealer lists, securities transactions);
- Monitor mark-to-market comparisons for money market funds;
- Recommend valuations to be used for securities which are not
readily saleable;
- Function as a liaison with the Fund's outside auditors and
arrange for audits;
- Provide accounting, financial and tax support relating to
portfolio management and any contemplated changes in the fund's
structure or operations;
- Prepare and file forms with the Internal Revenue Service
* Form 8613
* Form 1120-RIC
* Board Members' and Shareholders' 1099s
* Mailings in connection with Section 852 and related
regulations.
Legal and Regulatory Services. The legal and regulatory services made
available to the Fund fall within four main areas: SEC and Public
Disclosure Assistance; Corporate and Secretarial Services; Compliance
Services; and Blue Sky Registration. The following is a summary of the
legal and regulatory services available to the Fund:
SEC and Public Disclosure Assistance
- File annual amendments to the Fund's registration
statements, including updating the prospectus and statement of
additional information where applicable;
- File annual and semi-annual shareholder reports with the
appropriate regulatory agencies;
- Prepare and file proxy statements;
- Provide legal assistance for shareholder communications.
Corporate and Secretarial Services
- Provide an Assistant Secretary for the Fund;
- Maintain general corporate calendar;
- Prepare agenda and background materials for Fund board
meetings, make presentations where appropriate, prepare minutes and
follow-up matters raised at Board meetings;
- Organize, attend and keep minutes of shareholder meetings;
- Maintain Articles of Incorporation or Master Trust
Agreements and By-Laws of the Fund.
Legal Consultation and Business Planning
- Provide general legal advice on matters relating to
portfolio management, Fund operations and any potential changes in the
Fund's investment policies, operations or structure;
- Maintain continuing awareness of significant emerging
regulatory and legislative developments which may affect the Fund,
update the Fund's Board and the investment adviser on those developments
and provide related planning assistance where requested or appropriate;
- Develop or assist in developing guidelines and procedures to
improve overall compliance by the Fund and its various agents;
- Manage Fund litigation matters and assume full
responsibility for the handling of routine fund examinations and
investigations by regulatory agencies.
Compliance Services
The Compliance Department is responsible for preparing compliance
manuals, conducting seminars for fund accounting and advisory personnel
and performing on-going testing of the Fund's portfolio to assist the
Fund's investment adviser in complying with prospectus guidelines and
limitations, 1940 Act requirements and Internal Revenue Code
requirements. The Department may also act as liaison to the SEC during
its routine examinations of the Fund.
State Regulation
The State Regulation Department operates in a fully automated
environment using blue sky registration software development by Price
Waterhouse. In addition to being responsible for the initial and on-
going registration of shares in each state, the Department acts as
liaison between the Fund and state regulators, and monitors and reports
on shares sold and remaining registered shares available for sale.
Schedule B
Fee
g:\shared\domestic\clients\shearson\funds\ore\subadmin.doc
A-5
shared\domestic\clients\shearson\agr.doc
shared\domestic\clients\shearson\agr.doc
EXHIBIT 9(c)
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
FORM OF
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of May 23, 1994, between Smith Barney Shearson
Oregon Municipals Fund (the "Fund"), a business trust organized under the
laws of Massachusetts and having its principal place of business at Two
World Trade Center, New york, New York 10048 and THE SHAREHOLDER SERVICES
GROUP, INC. (MA) (the "Transfer Agent"), a Massachusetts corporation with
principal offices at One Exchange Place, 53 State Street, Boston,
Massachusetts 02109.
W I T N E S S E T H
That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement, or similar
organizational document as the case may be, of the Fund as the same may be
amended from time to time.
(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Fund, duly
authorized to give Oral Instructions or Written Instructions on behalf of
the Fund as indicated in a certificate furnished to the Transfer Agent
pursuant to Section 4(c) hereof as may be received by the Transfer Agent
from time to time.
(c) "Board of Directors" shall mean the Board of Directors,
Board of Trustees or, if the Fund is a limited partnership, the General
Partner(s) of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time deposit,
or cause to be deposited or held under the name or account of such a
custodian pursuant to a Custodian Agreement.
(f) "Fund" shall mean the entity executing this Agreement, and
if it is a series fund, as such term is used in the 1940 Act, such term
shall mean each series of the Fund hereafter created, except that
appropriate documentation with respect to each series must be presented to
the Transfer Agent before this Agreement shall become effective with
respect to each such series.
(g) "1940 Act" shall mean the Investment Company Act of 1940,
as amended.
(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized Person;
(i) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any
supplements thereto if any, which has become effective under the Securities
Act of 1933 and the 1940 Act.
(j) "Shares" refers collectively to such shares of capital
stock, beneficial interest or limited partnership interests, as the case
may be, of the Fund as may be issued from time to time and, if the Fund is
a closed-end or a series fund, as such terms are used in the 1940 Act any
other classes or series of stock, shares of beneficial interest or limited
partnership interests that may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of capital
stock, beneficial interest or any other class or series, and also refers to
partners of limited partnerships.
(l) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an
Authorized Person and actually received by the Transfer Agent. Written
Instructions shall include manually executed originals and authorized
electronic transmissions, including telefacsimile of a manually executed
original or other process.
2. Appointment of the Transfer Agent. The Fund hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Fund and as shareholder servicing agent
for the Fund. The Transfer Agent accepts such appointments and agrees to
perform the duties hereinafter set forth.
3. Compensation.
(a) The Fund will compensate or cause the Transfer Agent to
be compensated for the performance of its obligations hereunder in
accordance with the fees set forth in the written schedule of fees annexed
hereto as Schedule A and incorporated herein. The Transfer Agent will
transmit an invoice to the Fund as soon as practicable after the end of
each calendar month which will be detailed in accordance with Schedule A,
and the Fund will pay to the Transfer Agent the amount of such invoice
within thirty (30) days after the Fund's receipt of the invoice.
In addition, the Fund agrees to pay, and will be billed
separately for, reasonable out-of-pocket expenses incurred by the Transfer
Agent in the performance of its duties hereunder. Out-of-pocket expenses
shall include, but shall not be limited to, the items specified in the
written schedule of out-of-pocket charges annexed hereto as Schedule B and
incorporated herein. Unspecified out-of-pocket expenses shall be limited to
those out-of-pocket expenses reasonably incurred by the Transfer Agent in
the performance of its obligations hereunder. Reimbursement by the Fund
for expenses incurred by the Transfer Agent in any month shall be made as
soon as practicable but no later than 15 days after the receipt of an
itemized bill from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A, a revised fee schedule executed
and dated by the parties hereto.
4. Documents. In connection with the appointment of the Transfer
Agent the Fund shall deliver or caused to be delivered to the Transfer
Agent the following documents on or before the date this Agreement goes
into effect, but in any case within a reasonable period of time for the
Transfer Agent to prepare to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares
of the Fund;
(b) All account application forms and other documents relating
to Shareholder accounts or to any plan, program or service offered by the
Fund;
(c) A signature card bearing the signatures of any officer of
the Fund or other Authorized Person who will sign Written Instructions or
is authorized to give Oral Instructions.
(d) A certified copy of the Articles of Incorporation, as
amended;
(e) A certified copy of the By-laws of the Fund, as amended;
(f) A copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with the
name, address and taxpayer identification number of each Shareholder, and
the number of Shares of the Fund held by each, certificate numbers and
denominations (if any certificates have been issued), lists of any accounts
against which stop transfer orders have been placed, together with the
reasons therefore, and the number of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the
validity of the Shares and the status of such Shares under the Securities
Act of 1933, as amended.
5. Further Documentation. The Fund will also furnish the Transfer
Agent with copies of the following documents promptly after the same shall
become available:
(a) each resolution of the Board of Directors authorizing the
issuance of Shares;
(b) any registration statements filed on behalf of the Fund
and all pre-effective and post-effective amendments thereto filed with the
Commission;
(c) a certified copy of each amendment to the Articles of
Incorporation or the By-laws of the Fund;
(d) certified copies of each resolution of the Board of
Directors or other authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the
Transfer Agent may reasonably request in connection with the performance of
its duties hereunder.
6. Representations of the Fund. The Fund represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and non-
assessable. When Shares are hereafter issued in accordance with the terms
of the Fund's Articles of Incorporation and its Prospectus, such Shares
shall be validly issued, fully paid and non-assessable.
7. Distributions Payable in Shares. In the event that the Board of
Directors of the Fund shall declare a distribution payable in Shares, the
Fund shall deliver or cause to be delivered to the Transfer Agent written
notice of such declaration signed on behalf of the Fund by an officer
thereof, upon which the Transfer Agent shall be entitled to rely for all
purposes, certifying (i) the identity of the Shares involved, (ii) the
number of Shares involved, and (iii) that all appropriate action has been
taken.
8. Duties of the Transfer Agent. The Transfer Agent shall be
responsible for administering and/or performing those functions typically
performed by a transfer agent; for acting as service agent in connection
with dividend and distribution functions; and for performing shareholder
account and administrative agent functions in connection with the issuance,
transfer and redemption or repurchase (including coordination with the
Custodian) of Shares in accordance with the terms of the Prospectus and
applicable law. The operating standards and procedures to be followed shall
be determined from time to time by agreement between the Fund and the
Transfer Agent and shall initially be as described in Schedule C attached
hereto. In addition, the Fund shall deliver to the Transfer Agent all
notices issued by the Fund with respect to the Shares in accordance with
and pursuant to the Articles of Incorporation or By-laws of the Fund or as
required by law and shall perform such other specific duties as are set
forth in the Articles of Incorporation including the giving of notice of
any special or annual meetings of shareholders and any other notices
required thereby.
9. Record Keeping and Other Information. The Transfer Agent shall
create and maintain all records required of it pursuant to its duties
hereunder and as set forth in Schedule C in accordance with all applicable
laws, rules and regulations, including records required by Section 31(a) of
the 1940 Act. All records shall be available during regular business hours
for inspection and use by the Fund. Where applicable, such records shall
be maintained by the Transfer Agent for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this
Agreement for reasonable visitation by the Fund, or any person retained by
the Fund as may be necessary for the Fund to evaluate the quality of the
services performed by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in Schedule
C, the Transfer Agent shall perform such other duties and functions, and
shall be paid such amounts therefor, as may from time to time be agreed
upon in writing between the Fund and the Transfer Agent. The compensation
for such other duties and functions shall be reflected in a written
amendment to Schedule A or B and the duties and functions shall be
reflected in an amendment to Schedule C, both dated and signed by
authorized persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions
(a) The Transfer Agent will have no liability when acting upon
Written or Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any
notice of any change of authority of any person until receipt of a Written
Instruction thereof from the Fund pursuant to Section 4(c). The Transfer
Agent will also have no liability when processing Share certificates which
it reasonably believes to bear the proper manual or facsimile signatures of
the officers of the Fund and the proper countersignature of the Transfer
Agent.
(b) At any time, the Transfer Agent may apply to any
Authorized Person of the Fund for Written Instructions and may seek advice
from legal counsel for the Fund, or its own legal counsel, with respect to
any matter arising in connection with this Agreement, and it shall not be
liable for any action taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or in accordance with the opinion
of counsel for the Fund or for the Transfer Agent. Written Instructions
requested by the Transfer Agent will be provided by the Fund within a
reasonable period of time. In addition, the Transfer Agent, its officers,
agents or employees, shall accept Oral Instructions or Written Instructions
given to them by any person representing or acting on behalf of the Fund
only if said representative is an Authorized Person. The Fund agrees that
all Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Fund's failure to so confirm
shall not impair in any respect the Transfer Agent's right to rely on Oral
Instructions. The Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be responsible for, the legality
of any act done by it upon the request or direction of a person reasonably
believed by the Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for: (i) the legality of the
issuance or sale of any Shares or the sufficiency of the amount to be
received therefor; (ii) the legality of the redemption of any Shares, or
the propriety of the amount to be paid therefor; (iii) the legality of the
declaration of any dividend by the Board of Directors, or the legality of
the issuance of any Shares in payment of any dividend; or (iv) the legality
of any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays or errors by acts of God or by reason of
circumstances beyond its control, including acts of civil or military
authority, national emergencies, labor difficulties, mechanical breakdown,
insurrection, war, riots, or failure or unavailability of transportation,
communication or power supply, fire, flood or other catastrophe.
13. Duty of Care and Indemnification. Each party hereto (the
"Indemnifying Party') will indemnify the other party (the "Indemnified
Party") against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses of any sort or kind (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit
or other proceeding (a "Claim") unless such Claim has resulted from a
negligent failure to act or omission to act or bad faith of the Indemnified
Party in the performance of its duties hereunder. In addition, the Fund
will indemnify the Transfer Agent against and hold it harmless from any
Claim, damages, liabilities or expenses (including reasonable counsel fees)
that is a result of: (i) any action taken in accordance with Written or
Oral Instructions, or any other instructions, or share certificates
reasonably believed by the Transfer Agent to be genuine and to be signed,
countersigned or executed, or orally communicated by an Authorized Person;
(ii) any action taken in accordance with written or oral advice reasonably
believed by the Transfer Agent to have been given by counsel for the Fund
or its own counsel; or (iii) any action taken as a result of any error or
omission in any record (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) delivered, or caused
to be delivered by the Fund to the Transfer Agent in connection with this
Agreement.
In any case in which the Indemnifying Party may be asked to indemnify
or hold the Indemnified Party harmless, the Indemnifying Party shall be
advised of all pertinent facts concerning the situation in question. The
Indemnified Party will notify the Indemnifying Party promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although
the failure to do so shall not prevent recovery by the Indemnified Party.
The Indemnifying Party shall have the option to defend the Indemnified
Party against any Claim which may be the subject of this indemnification,
and, in the event that the Indemnifying Party so elects, such defense shall
be conducted by counsel chosen by the Indemnifying Party and satisfactory
to the Indemnified Party, and thereupon the Indemnifying Party shall take
over complete defense of the Claim and the Indemnified Party shall sustain
no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any
case in which the Indemnifying Party will be asked to provide
indemnification, except with the Indemnifying Party's prior written
consent. The obligations of the parties hereto under this Section shall
survive the termination of this Agreement.
14. Consequential Damages. In no event and under no circumstances
shall either party under this Agreement be liable to the other party for
indirect loss of profits, reputation or business or any other special
damages under any provision of this Agreement or for any act or failure to
act hereunder.
15. Term and Termination.
(a) This Agreement shall be effective on the date first
written above and shall continue until _____________, and thereafter shall
automatically continue for successive annual periods ending on the
anniversary of the date first written above, provided that it may be
terminated by either party upon written notice given at least 60 days prior
to termination.
(b) In the event a termination notice is given by the Fund,
it shall be accompanied by a resolution of the Board of Directors,
certified by the Secretary of the Fund, designating a successor transfer
agent or transfer agents. Upon such termination and at the expense of the
Fund, the Transfer Agent will deliver to such successor a certified list of
shareholders of the Fund (with names and addresses), and all other relevant
books, records, correspondence and other Fund records or data in the
possession of the Transfer Agent, and the Transfer Agent will cooperate
with the Fund and any successor transfer agent or agents in the
substitution process.
16. Confidentiality. Both parties hereto agree that any non public
information obtained hereunder concerning the other party is confidential
and may not be disclosed to any other person without the consent of the
other party, except as may be required by applicable law or at the request
of the Commission or other governmental agency. The parties further agree
that a breach of this provision would irreparably damage the other party
and accordingly agree that each of them is entitled, without bond or other
security, to an injunction or injunctions to prevent breaches of this
provision.
17. Amendment. This Agreement may only be amended or modified by a
written instrument executed by both parties.
18. Subcontracting. The Fund agrees that the Transfer Agent may, in
its discretion, subcontract for certain of the services described under
this Agreement or the Schedules hereto; provided that the appointment of
any such Transfer Agent shall not relieve the Transfer Agent of its
responsibilities hereunder.
19. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Fund or the
Transfer Agent, shall be sufficiently given if addressed to that party and
received by it at its office set forth below or at such other place
as it may from time to time designate in writing.
To the Fund:
______________________________
______________________________
______________________________
Attention: __________________
To the Transfer Agent:
The Shareholder Services Group
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: Robert F. Radin, President
with a copy to TSSG Counsel
(b) Successors. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors and
assigns, provided, however, that this Agreement shall not be assigned to
any person other than a person controlling, controlled by or under common
control with the assignor without the written consent of the other party,
which consent shall not be unreasonably withheld.
(c) Governing Law. This Agreement shall be governed
exclusively by the laws of the State of New York without reference to the
choice of law provisions thereof. Each party hereto hereby agrees that (i)
the Supreme Court of New York sitting in New York County shall have
exclusive jurisdiction over any and all disputes arising hereunder; (ii)
hereby consents to the personal jurisdiction of such court over the parties
hereto, hereby waiving any defense of lack of personal jurisdiction; and
(iii) appoints the person to whom notices hereunder are to be sent as agent
for service of process.
(d) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original;
but such counterparts shall, together, constitute only one instrument.
(e) Captions. The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(f) Use of Transfer Agent's Name. The Fund shall not use the
name of the Transfer Agent in any Prospectus, Statement of Additional
Information, shareholders' report, sales literature or other material
relating to the Fund in a manner not approved prior thereto in writing;
provided, that the Transfer Agent need only receive notice of all
reasonable uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by any government agency or
applicable law or rule. Notwithstanding the foregoing, any reference to the
Transfer Agent shall include a statement to the effect that it is a wholly
owned subsidiary of First Data Corporation.
(g) Use of Fund's Name. The Transfer Agent shall not use the
name of the Fund or material relating to the Fund on any documents or forms
for other than internal use in a manner not approved prior thereto in
writing; provided, that the Fund need only receive notice of all reasonable
uses of its name which merely refer in accurate terms to the appointment of
the Transfer Agent or which are required by any government agency or
applicable law or rule.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the
Schedules attached hereto constitute the entire agreement of the parties
hereto relating to the matters covered hereby and supersede any previous
agreements. If any provision is held to be illegal, unenforceable or
invalid for any reason, the remaining provisions shall not be affected or
impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers, as of the day
and year first above written.
SMITH BARNEY SHEARSON THE SHAREHOLDER SERVICES
OREGON MUNICIPALS FUND GROUP, INC.
By:/s/ By:
Title: Title:
Transfer Agent Fee
Schedule A
Class A shares
The Fund shall pay the Transfer Agent an annualized fee of $11.00 per
shareholder account that is open during any monthly period. Such fee shall
be billed by the Transfer Agent monthly in arrears on a prorated basis of
1/12 of the annualized fee for all accounts that are open during such a
month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent monthly in arrears.
Class B shares
The Fund shall pay the Transfer Agent an annualized fee of $12.50 per
shareholder account that is open during any monthly period. Such fee shall
be billed by the Transfer Agent monthly in arrears on a prorated basis of
1/12 of the annualized fee for all accounts that are open during such a
month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent monthly in arrears.
Class C shares
The Fund shall pay the Transfer Agent an annualized fee of $8.50 per
shareholder account that is open during any monthly period. Such fee shall
be billed by the Transfer Agent monthly in arrears on a prorated basis of
1/12 of the annualized fee for all accounts that are open during such a
month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent monthly in arrears.
Class D shares
The Fund shall pay the Transfer Agent an annualized fee of $9.50 per
shareholder account that is open during any monthly period. Such fee shall
be billed by the Transfer Agent monthly in arrears on a prorated basis of
1/12 of the annualized fee for all accounts that are open during such a
month.
The Fund shall pay the Transfer Agent an additional fee of $.125 per closed
account per month applicable to those shareholder accounts which close in a
given month and remain closed through the following month-end billing
cycle. Such fee shall be billed by the Transfer Agent monthly in arrears.
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes, checks and
stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class)
direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including
all lease, maintenance and line costs
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment
and any
expenses incurred in connection with such terminals and
lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction costs, including,
but not
limited to exit fees harged by third party record keeping
vendors
- Third party audit reviews
- Insurance
- Such other miscellaneous expenses reasonably incurred by the
Transfer
Agent in performing its duties and responsibilities under
this
Agreement.
The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent. In addition,
the Fund will promptly reimburse the Transfer Agent for any other
unscheduled expenses incurred by the Transfer Agent whenever the Fund and
the Transfer Agent mutually agree that such expenses are not otherwise
properly borne by the Transfer Agent as part of its duties and obligations
under the Agreement.
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its agent
shall maintain a record of the number of Shares held by each holder of
record which shall include name, address, taxpayer identification and which
shall indicate whether such Shares are held in certificates or
uncertificated form.
2. Shareholder Services. The Transfer Agent or its agent will
investigate all inquiries from shareholders of the Fund relating to
Shareholder accounts and will respond to all communications from
Shareholders and others relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed upon between the
Transfer Agent and the Fund. The Transfer Agent shall provide the Fund
with reports concerning shareholder inquires and the responses thereto by
the Transfer Agent, in such form and at such times as are agreed to by the
Fund and the Transfer Agent.
3. Share Certificates.
(a) At the expense of the Fund, it shall supply the Transfer
Agent or its agent with an adequate supply of blank share certificates to
meet the Transfer Agent or its agent's requirements therefor. Such Share
certificates shall be properly signed by facsimile. The Fund agrees that,
notwithstanding the death, resignation, or removal of any officer of the
Fund whose signature appears on such certificates, the Transfer Agent or
its agent may continue to countersign certificates which bear such
signatures until otherwise directed by Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement
Share certificates in lieu of certificates which have been lost, stolen or
destroyed, upon receipt by the Transfer Agent or its agent of properly
executed affidavits and lost certificate bonds, in form satisfactory to the
Transfer Agent or its agent, with the Fund and the Transfer Agent or its
agent as obligees under the bond.
(c) The Transfer Agent or its agent shall also maintain a
record of each certificate issued, the number of Shares represented thereby
and the holder of record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued with respect
thereto, the Transfer Agent or its agent shall maintain comparable records
of the record holders thereof, including their names, addresses and
taxpayer identification. The Transfer Agent or its agent shall further
maintain a stop transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The
Transfer Agent or its agent will address and mail to Shareholders of the
Fund, all reports to Shareholders, dividend and distribution notices and
proxy material for the Fund's meetings of Shareholders. In connection with
meetings of Shareholders, the Transfer Agent or its Agent will prepare
Shareholder lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies voted prior to
meetings, act as inspector of election at meetings and certify Shares voted
at meetings.
5. Sales of Shares
(a) Suspension of Sale of Shares. The Transfer Agent or its
agent shall not be required to issue any Shares of the Fund where it has
received a Written Instruction from the Fund or official notice from any
appropriate authority that the sale of the Shares of the Fund has been
suspended or discontinued. The existence of such Written Instructions or
such official notice shall be conclusive evidence of the right of the
Transfer Agent or its agent to rely on such Written Instructions or
official notice.
(b) Returned Checks. In the event that any check or other
order for the payment of money is returned unpaid for any reason, the
Transfer Agent or its agent will: (i) give prompt notice of such return to
the Fund or its designee; (ii) place a stop transfer order against all
Shares issued as a result of such check or order; and (iii) take such
actions as the Transfer Agent may from time to time deem appropriate.
6. Transfer and Repurchase
(a) Requirements for Transfer or Repurchase of Shares. The
Transfer Agent or its agent shall process all requests to transfer or
redeem Shares in accordance with the transfer or repurchase procedures set
forth in the Fund's Prospectus.
The Transfer Agent or its agent will transfer or repurchase
Shares upon receipt of Oral or Written Instructions or otherwise pursuant
to the Prospectus and Share certificates, if any, properly endorsed for
transfer or redemption, accompanied by such documents as the Transfer Agent
or its agent reasonably may deem necessary.
The Transfer Agent or its agent reserves the right to refuse to
transfer or repurchase Shares until it is satisfied that the endorsement on
the instructions is valid and genuine. The Transfer Agent or its agent
also reserves the right to refuse to transfer or repurchase Shares until it
is satisfied that the requested transfer or repurchase is legally
authorized, and it shall incur no liability for the refusal, in good faith,
to make transfers or repurchases which the Transfer Agent or its agent, in
its good judgement, deems improper or unauthorized, or until it is
reasonably satisfied that there is no basis to any claims adverse to such
transfer or repurchase.
(b) Notice to Custodian and Fund. When Shares are redeemed,
the Transfer Agent or its agent shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Fund or its
designee a notification setting forth the number of Shares to be
repurchased. Such repurchased shares shall be reflected on appropriate
accounts maintained by the Transfer Agent or its agent reflecting
outstanding Shares of the Fund and Shares attributed to individual
accounts.
(c) Payment of Repurchase Proceeds. The Transfer Agent or its
agent shall, upon receipt of the moneys paid to it by the Custodian for the
repurchase of Shares, pay such moneys as are received from the Custodian,
all in accordance with the procedures described in the written instruction
received by the Transfer Agent or its agent from the Fund.
The Transfer Agent or its agent shall not process or effect any
repurchase with respect to Shares of the Fund after receipt by the Transfer
Agent or its agent of notification of the suspension of the determination
of the net asset value of the Fund.
7. Dividends
(a) Notice to Agent and Custodian. Upon the declaration of
each dividend and each capital gains distribution by the Board of Directors
of the Fund with respect to Shares of the Fund, the Fund shall furnish or
cause to be furnished to the Transfer Agent or its agent a copy of a
resolution of the Fund's Board of Directors certified by the Secretary of
the Fund setting forth the date of the declaration of such dividend or
distribution, the ex-dividend date, the date of payment thereof, the record
date as of which shareholders entitled to payment shall be determined, the
amount payable per Share to the shareholders of record as of that date, the
total amount payable to the Transfer Agent or its agent on the payment date
and whether such dividend or distribution is to be paid in Shares of such
class at net asset value.
On or before the payment date specified in such resolution of
the Board of Directors, the Custodian of the Fund will pay to the Transfer
Agent sufficient cash to make payment to the shareholders of record as of
such payment date.
(b) Insufficient Funds for Payments. If the Transfer Agent
or its agent does not receive sufficient cash from the Custodian to make
total dividend and/or distribution payments to all shareholders of the Fund
as of the record date, the Transfer Agent or its agent will, upon notifying
the Fund, withhold payment to all Shareholders of record as of the record
date until sufficient cash is provided to the Transfer Agent or its agent.
Exhibit 1 to Schedule C
Summary of Services
The services to be performed by the Transfer Agent or its agent shall
be as follows:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint tenant,
etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of Shares and other
management policy questions will be referred to the Fund).
o Process additional payments into established Shareholder
accounts in accordance with Written Instruction from the Agent.
o Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Shares.
o Identify redemption requests made with respect to
accounts in which Shares have been purchased within an agreed-upon period
of time for determining whether good funds have been collected with respect
to such purchase and process as agreed by the Agent in accordance with
written instructions set forth by the Fund.
o Examine and process all transfers of Shares, ensuring
that all transfer requirements and legal documents have been supplied.
o Issue and mail replacement checks.
o Open new accounts and maintain records of exchanges
between accounts
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and distributions
as instructed by the Fund.
o Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested by the Fund. Report to
the Fund reinvestment plan share purchases and determination of the
reinvestment price.
D. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all
meetings of Shareholders. Tabulate returned proxies (proxies must be
adaptable to mechanical equipment of the Agent or its agents) and supply
daily reports when sufficient proxies have been received.
o Prepare and submit to the Fund an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if requested by the
Fund, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Fund (material must be adaptable to mechanical
equipment of Agent or its agents).
o Receive all notices issued by the Fund with respect to the
Preferred Shares in accordance with and pursuant to the Articles of
Incorporation and the Indenture and perform such other specific duties as
are set forth in the Articles of Incorporation including a giving of notice
of a special meeting and notice of redemption in the circumstances and
otherwise in accordance with all relevant provisions of the Articles of
Incorporation.
g\shared\domestic\clients\funds\ore\tssg.doc -17-
EXHIBIT 11(b)
CONSENT
We hereby consent to the use of our name and to the reference
to our firm under the
caption "Counsel and Auditors" in the Statement of Additional
Information dated May 23,
1994 included in the Registration Statement on Form N-1A under
the Securities Act of
1933, as amended, of Smith Barney Shearson Oregon Municipals Fund.
/s/ Lane Powell Spears Lubersky
Lane Powell Spears Lubersky
g:\shared\domestic\clients\shearson\funds\ore\consent.doc
EXHIBIT 13
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
PURCHASE AGREEMENT
Smith Barney Shearson Oregon Municipals Fund (the "Fund"), a business
trust organized under the laws of the Commonwealth of Massachusetts, and
Smith Barney Shearson Inc. ("Smith Barney Shearson"), a corporation
organized under the laws of the State of Delaware, agree as follows:
1. Offer and Purchase. The Fund offers Smith Barney Shearson, and
Smith Barney Shearson purchases, 10,000 shares of the Fund's authorized
shares of beneficial interest, $ .001 par value per share (the "Shares") at
a price of $10.00 per Share broken down as follows:
9,997 shares Class A
1 share Class B
1 share Class C
1 share Class D
Smith Barney Shearson acknowledges receipt of four certificates
representing the Shares and the Fund acknowledges receipt from Smith Barney
Shearson of $100,000 in full payment for the Shares.
2. Representation by Smith Barney Shearson. Smith Barney Shearson
represents and warrants to the Fund that the Shares are being acquired for
investment purposes and not with a view to resale or further distribution.
3. No Right of Assignment. Smith Barney Shearson's rights under
this Purchase Agreement to purchase the Shares is not assignable.
4. Reduction of Redemption Proceeds. Smith Barney Shearson agrees
that, if any of the Shares of the Fund are redeemed before five years after
the date of this Agreement by Smith Barney Shearson or by any other holder,
the proceeds of the redemption will be reduced by the unamortized portion
of the organization expenses in the same proportion as the number of Shares
of the Fund being redeemed bears to the number of initial shares of the
Fund outstanding at the time of the redemption.
5. Representation by the Fund. The Fund represents that a copy of
its Master Trust Agreement dated March 10, 1994 and any amendment to the
Master Trust Agreement (the "Master Trust Agreement") is on file with the
Secretary of The Commonwealth of Massachusetts and with the Boston City
Clerk.
6. Limitation of Liability. The Fund and Smith Barney Shearson
agree that the obligations of the Fund under this Agreement will not be
binding upon any of the Fund's 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 of the
Fund, and signed by an authorized officer of the Fund, acting as such, and
neither the authorization by the Trustees nor the execution and delivery by
the officer is to be deemed to have been made by any of them individually
or to impose any liability on any of them or any shareholder of the Fund
personally, but will bind only the trust property of the Fund as provided
in the Master Trust Agreement.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the ______ day of ________________, 1994.
SMITH BARNEY SHEARSON OREGON
MUNICIPALS FUND
By:_______________________________
Name:
Title:
SMITH BARNEY SHEARSON INC.
By:___________________________
Name:
Title:
g:\shared\domestic\clients\shearson\funds\ore\purch.doc
EXHIBIT 15
SERVICES AND DISTRIBUTION PLAN
Smith Barney Shearson Oregon Municipals Fund
This Services and Distribution Plan (the "Plan") is adopted in
accordance with Rule 12b-1 (the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act"), by Smith Barney Shearson Oregon
Municipals Fund, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund"), subject to the following terms
and conditions:
Section 1. Annual Fee.
(a) Class A Service Fee. The Fund will pay to the distributor of its
shares, Smith Barney Shearson Inc., a corporation organized under the laws
of the State of Delaware ("Distributor"), a service fee under the Plan at
the annual rate of .15% of the average daily net assets of the Fund
attributable to the Class A shares (the "Class A Service Fee").
(b) Service Fee for Class B shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .15% of the
average daily net assets of the Fund attributable to the Class B shares
(the "Class B Service Fee," and collectively with the Class A Service Fee,
the "Service Fees").
(c) Distribution Fee for Class B shares. In addition to the Class B
Service Fee, the Fund will pay the Distributor a distribution fee under the
Plan at the annual rate of .50% of the average daily net assets of the Fund
attributable to the Class B shares (the "Distribution Fee").
(d) Payment of Fees. The Service Fees and Distribution Fee will be
calculated daily and paid monthly by the Fund with respect to each class of
the Fund's shares (each a "Class" and together the "Classes") at the annual
rates indicated above.
Section 2. Expenses Covered by the Plan.
With respect to expenses incurred by each Class, its respective
Service Fees and/or Distribution Fee may be used for: (a) costs of
printing and distributing the Fund's prospectus, statement of additional
information and reports to prospective investors in the Fund; (b) costs
involved in preparing, printing and distributing sales literature
pertaining to the Fund; (c) an allocation of overhead and other branch
office distribution-related expenses of the Distributor; (d) payments made
to, and expenses of, Smith Barney Shearson Financial Consultants and other
persons who provide support services in connection with the distribution of
the Fund's shares, including but not limited to, office space and
equipment, telephone facilities, answering routine inquires regarding the
Fund, processing shareholder transactions and providing any other
shareholder services not otherwise provided by the Fund's transfer agent;
and (e) accruals for interest on the amount of the foregoing expenses that
exceed the Distribution Fee and, in the case of Class B shares, the
contingent deferred sales charge received by the Distributor; provided,
however, that the Distribution Fee may be used by the Distributor only to
cover expenses primarily intended to result in the sale of the Fund's Class
B shares, including without limitation, payments to Distributor's financial
consultants at the time of the sale of Class B shares. In addition,
Service Fees are intended to be used by the Distributor primarily to pay
its financial consultants for servicing shareholder accounts, including a
continuing fee to each such financial consultant, which fee shall begin to
accrue immediately after the sale of such shares.
Section 3. Approval of Shareholders
The Plan will not take effect, and no fees will be payable in
accordance with Section 1 of the Plan, with respect to a Class until the
Plan has been approved by a vote of at least a majority of the outstanding
voting securities of the Class. The Plan will be deemed to have been
approved with respect to a Class so long as a majority of the outstanding
voting securities of the Class votes for the approval of the Plan,
notwithstanding that: (a) the Plan has not been approved by a majority of
the outstanding voting securities of any other Class, or (b) the Plan has
not been approved by a majority of the outstanding voting securities of the
Fund.
Section 4. Approval of Trustees.
Neither the Plan nor any related agreements will take effect until
approved by a majority of both (a) the full Board of Trustees of the Fund
and (b) those Trustees who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plan
or in any agreements related to it (the "Qualified Trustees"), cast in
person at a meeting called for the purpose of voting on the Plan and the
related agreements.
Section 5. Continuance of the Plan.
The Plan will continue in effect with respect to each Class until
July 30, 1994, and thereafter for successive twelve-month periods with
respect to each Class; provided, however, that such continuance is
specifically approved at least annually by the Trustees of the Fund and by
a majority of the Qualified Trustees.
Section 6. Termination.
The Plan may be terminated at any time with respect to a Class (i) by
the Fund without the payment of any penalty, by the vote of a majority of
the outstanding voting securities of such Class or (ii) by a vote of the
Qualified Trustees. The Plan may remain in effect with respect to a
particular Class even if the Plan has been terminated in accordance with
this Section 6 with respect to any other Class.
Section 7. Amendments.
The Plan may not be amended with respect to any Class so as to
increase materially the amounts of the fees described in Section 1 above,
unless the amendment is approved by a vote of the holders of at least a
majority of the outstanding voting securities of that Class. No material
amendment to the Plan may be made unless approved by the Fund's Board of
Trustees in the manner described in Section 4 above.
Section 8. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of the
Fund's Trustees who are not interested persons of the Fund will be
committed to the discretion of the Trustees then in office who are not
interested persons of the Fund.
Section 9. Written Reports
In each year during which the Plan remains in effect, a person
authorized to direct the disposition of monies paid or payable by the Fund
pursuant to the Plan or any related agreement will prepare and furnish to
the Fund's Board of Trustees and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, which sets
out the amounts expended under the Plan and the purposes for which those
expenditures were made.
Section 10. Preservation of Materials.
The Fund will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 9 above, for a period of
not less than six years (the first two years in an easily accessible place)
from the date of the Plan, agreement or report.
Section 11. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act by the Securities and Exchange
Commission.
Section 12. Limitation of Liability.
It is expressly agreed that the obligations of the Fund hereunder
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 of the Fund. The
execution and delivery of this Plan has been authorized by the Trustees and
by shareholders of the Fund holding at least a majority of the outstanding
voting securities and signed by an authorized officer of the Fund, acting
as such, and neither such authorization by such Trustees and shareholders
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.
IN WITNESS WHEREOF, the Fund executed the Plan as of May , 1994.
SMITH BARNEY SHEARSON
OREGON MUNICIPALS FUND
By:__________________
Heath B. McLendon
Chairman of the Board
g\shared\domestic\clients\shearson\funds\ore\12b1.doc04:38 PM
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>CONSENT OF INDEPENDENT ACCOUNTANTS
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>To the Shareholder and Trustees of Smith Barney
Shearson Oregon Municipals Fund:
<Body Text>
<Body Text> We hereby consent to the following with respect to
Pre-Effective Amendment
<Body Text>No. 2 to the Registration Statement on Form N-1A
(File No. 33-52643) under the Securities Act of 1933, as
amended, of Smith Barney Shearson Oregon Municipals Fund:
<Body Text>
<Body Text> 1. The inclusion of our report dated May 20, 1994
accompanying the statement of assets and liabilities of Smith
Barney Shearson Oregon Municipals Fund as of May 20, 1994, in
the Statement of Additional Information.
<Body Text>
<Body Text> 2. The reference to our firm under the heading
"Independent Accountants" in the Statement of Additional
Information.
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text> COOPERS & LYBRAND
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>Boston, Massachusetts
<Body Text>May 20, 1994
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>REPORT OF INDEPENDENT ACCOUNTANTS
<Body Text>
<Body Text>
<Body Text>
<Body Text>To the Shareholder and Trustees of Smith Barney
Shearson Oregon Municipals Fund:
<Body Text>
<Body Text> We have audited the accompanying statement of assets
and liabilities of Smith Barney Shearson Oregon Municipals Fund
(the "Fund") as of May 20, 1994. This financial statement is the
responsibility of the Fund's management. Our responsibility is
to express an opinion on this financial statements based on our
audit.
<Body Text>
<Body Text> We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
statement of assets and liabilities. Our procedures included
confirmation of cash held by the Fund's custodian as of May 20,
1994. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall presentation of the statement of assets
and liabilities. We believe that our audit of the statement of
assets and liabilities provides a reasonable basis for our
opinion.
<Body Text>
<Body Text> In our opinion, the statement of assets and
liabilities referred to above presents fairly, in all material
respects, the financial position of Smith Barney Shearson Oregon
Municipals Fund as of May 20, 1994, in conformity with generally
accepted accounting principles.
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text>
<Body Text> COOPERS & LYBRAND
<Body Text>
<Body Text>
<Body Text>
<Body Text>Boston, Massachusetts
<Body Text>May 20, 1994
