SMITH BARNEY INC. MUTUAL FUND DEALER AGREEMENT To the Undersigned Distributor:
Exhibit
99.h(2)(i)
▇▇▇▇▇
▇▇▇▇▇▇ INC.
To
the Undersigned Distributor:
Ladies
and Gentlemen:
We
understand that you are principal distributor of shares of certain mutual funds
(“Funds”) registered with the Securities and Exchange Commission under the
Investment Company Act of 1940 (“1940 Act”). You desire that ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
(“▇▇▇▇▇ ▇▇▇▇▇▇”) act as a dealer with respect to the sale of Shares to its
customers. In consideration of the mutual covenants stated below, you and ▇▇▇▇▇
▇▇▇▇▇▇ agree as follows:
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1.
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Purchase of
Shares at Public Offering Price . ▇▇▇▇▇ ▇▇▇▇▇▇ will use such
efforts to sell Shares as it in its sole discretion determines, and will
not be required to sell any specified or minimum number of Shares of any
Fund. Sales of Shares through ▇▇▇▇▇ ▇▇▇▇▇▇ will be at the public offering
price of such Shares (the net asset value of the Shares plus any
applicable sales charge), as determined in accordance with the then
effective prospectus(es) and statement(s) of additional information
used in connection with the offer and sale of the Shares (collectively,
the “Prospectus”). The public offering price will reflect scheduled
variations in or the elimination of sales charges on sales of Shares
either generally to the public or in connection with special purchase
plans, as described in the Prospectus. ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to apply any
scheduled variation in or waivers of sales charges uniformly to all
customers meeting the qualifications therefor as specified in the
Prospectus.
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2.
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Rights of
Accumulation and Letters of Intent . With respect to Funds sold
with an initial sales charge, ▇▇▇▇▇ Barney’s Customers will be entitled to
reduced sales charges on purchases made under any letter of intent or
right of accumulation described in the Prospectus. In such case, the
concession from the public offering price retained by ▇▇▇▇▇ ▇▇▇▇▇▇ will be
based upon such reduced sales charge; however, if a ▇▇▇▇▇ ▇▇▇▇▇▇ Customer
fails to fulfill a letter of intent, thereafter you will pay ▇▇▇▇▇ ▇▇▇▇▇▇
the amount required to reflect the appropriate concession based on the
actual purchases made by the customer. When placing wire trades, ▇▇▇▇▇
▇▇▇▇▇▇ agrees to advise you of any letter of intent executed by its
customer or any available right of
accumulation.
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3.
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Exchanges and
Redemptions . Exchanges of Shares between Funds and redemptions of
Shares by a Fund or repurchases of Shares by you will be effected in the
manner and upon the terms described in the Prospectus. Exchanges will be
subject to such restrictions and charges as are provided for in the
Prospectus. Redemptions and repurchases will be subject to any applicable
contingent deferred sales charges, redemption fees or other charges as are
provided for in the Prospectus. Any order placed by ▇▇▇▇▇ ▇▇▇▇▇▇ for the
repurchase or redemption of Shares is subject to the timely receipt by you
or the pertinent Fund’s transfer agent of all required documents in good
order.
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4.
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Handling and
Receipt of Orders . The handling and settlement of purchase,
exchange and redemption orders will be subject to the provisions of the
Prospectus and such further procedures you and ▇▇▇▇▇ ▇▇▇▇▇▇ determine to
be appropriate from time-to-time, consistent with this Agreement. Orders
which ▇▇▇▇▇ ▇▇▇▇▇▇ receives prior to the close of business as defined in
the Prospectus and placed with you within the time frame set forth in or
consistent with the Prospectus shall be executed at the public offering
price next computed after they are received by ▇▇▇▇▇ ▇▇▇▇▇▇. You will
provide such assistance to ▇▇▇▇▇ ▇▇▇▇▇▇ in processing orders as ▇▇▇▇▇
▇▇▇▇▇▇ reasonably requests. ▇▇▇▇▇ ▇▇▇▇▇▇ will be responsible for the
accuracy, timeliness and completeness of purchase, redemption or exchange
orders it transmits to you by wire or telephone. All orders shall be
subject to your confirmation.
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5.
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Shareholder
Servicing . If you and ▇▇▇▇▇ ▇▇▇▇▇▇ agree, on an ongoing basis
▇▇▇▇▇ ▇▇▇▇▇▇ will provide shareholder servicing to its customers who
maintain investments in Shares. In so doing, ▇▇▇▇▇ ▇▇▇▇▇▇
and its employees and representatives may provide the following services,
among others: answer customer inquiries regarding the Funds and customer
investments therein; assist customers in changing dividend options; answer
questions about special investment and withdrawal plans, and assist
customers in enrolling in such plans; distribute reports and materials
relating to the Funds to customers; assist in the establishment and
maintenance of accurate customer accounts and records, including assisting
in processing changes in addresses and other customer information; and
assist in processing purchase, exchange and redemption
orders.
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6.
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Compensation and
Expenses.
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A. With
respect to Shares which are sold with an initial sales charge, ▇▇▇▇▇ ▇▇▇▇▇▇ will
retain such concessions from the public offering price as are specified in the
Prospectus. With respect to Shares which are not sold with an initial
sales charge, you will pay commissions to ▇▇▇▇▇ ▇▇▇▇▇▇ at such rates as you and
▇▇▇▇▇ ▇▇▇▇▇▇ may determine from time-to-time, consistent with this
Agreement. Consistent with the Prospectus and applicable law and
regulation, from time-to-time you and ▇▇▇▇▇ ▇▇▇▇▇▇ may determine that ▇▇▇▇▇
▇▇▇▇▇▇ will retain the full amount of initial sales charges and/or that you will
pay ▇▇▇▇▇ ▇▇▇▇▇▇ additional compensation in connection with ▇▇▇▇▇ Barney’s sales
of shares.
B. If
▇▇▇▇▇ ▇▇▇▇▇▇ provides shareholder services pursuant to Paragraph 5 of this
Agreement, you will pay ▇▇▇▇▇ ▇▇▇▇▇▇ ongoing service fees at such rates as you
and ▇▇▇▇▇ ▇▇▇▇▇▇ may determine from time-to-time. Such payments shall be
consistent with applicable law and regulation and this Agreement. Your
obligation to make payments to ▇▇▇▇▇ ▇▇▇▇▇▇ under this Subparagraph 6B shall
survive any termination of this Agreement, and shall continue so long as ▇▇▇▇▇
▇▇▇▇▇▇ provides shareholder services described in Paragraph 5 of this Agreement
to its customers who hold Shares.
C.
You will pay ▇▇▇▇▇ ▇▇▇▇▇▇ ongoing trail commission compensation with respect to
holdings by ▇▇▇▇▇ ▇▇▇▇▇▇ of Shares of Funds with respect to which you pay such
compensation generally to dealers, at such rates as you and ▇▇▇▇▇ ▇▇▇▇▇▇ may
determine from time-to-time. Payments under this Subparagraph 6C may be in
addition to the payment of service fees as described in Subparagraph 6B of this
Agreement, and are subject to applicable law and regulation and this Agreement.
Your obligation to make payments to ▇▇▇▇▇ ▇▇▇▇▇▇ under this Subparagraph 6C
shall survive any termination of this Agreement, and shall continue so long as
▇▇▇▇▇ Barney’s customers maintain their investments in Shares.
D.
With respect to expenses not specifically addressed elsewhere in this Agreement,
each party hereto will be responsible for the expenses it incurs in acting
hereunder. Consistent with the Prospectus and applicable law and regulation,
from time-to-time you and ▇▇▇▇▇ ▇▇▇▇▇▇ may determine that you will pay or
reimburse ▇▇▇▇▇ ▇▇▇▇▇▇ for expenses it incurs in connection with selling
Shares.
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7.
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State
Registration of Fund Shares . You agree to advise ▇▇▇▇▇ ▇▇▇▇▇▇ in
writing on a continuous and current basis of the identity of those states
and jurisdictions in which the Shares are registered or qualified for sale
to the public.
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8.
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NASD
Regulation . Each party to this Agreement represents that it is a
member of the National Association of Securities Dealers, Inc.
(“NASD”) and each party agrees to notify the other should it cease to be
such a member. With respect to the sale of Shares hereunder, you and ▇▇▇▇▇
▇▇▇▇▇▇ agree to abide by the Rules of the Fair Practice of the NASD,
including but not limited to the
following:
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A. ▇▇▇▇▇ ▇▇▇▇▇▇ shall not withhold
placing customers orders for Shares so as to profit itself as a result of such
withholding. ▇▇▇▇▇ ▇▇▇▇▇▇ shall not purchase any Shares from you other than for its
own investment or to cover purchase orders already received by it from its
customers.
B.
If any Shares purchased by ▇▇▇▇▇ ▇▇▇▇▇▇ are repurchased by the Fund which issued
such Shares or by you for the account of that Fund, or are tendered for
redemption, within seven (7) business days after confirmation by you of the
original purchase order for such Shares, no compensation as set forth in
Paragraph 6 above will be payable to ▇▇▇▇▇ ▇▇▇▇▇▇ with respect to such Shares,
and ▇▇▇▇▇ ▇▇▇▇▇▇ will refund to you the full amount of any such compensation
paid or allowed to it on the original sale. You agree to notify ▇▇▇▇▇ ▇▇▇▇▇▇ in
writing of any such repurchase or redemption within ten (10) business days
of the date on which the redemption is requested or Share certificates are
tendered to you, the pertinent Fund or its transfer agent. Termination or
cancellation of this Agreement will not relieve the parties from the
requirements of this subparagraph.
C.
Neither party to this Agreement will, as principal, purchase any Shares from a
customer at a price lower than the net asset value next determined by or for the
Fund that issued such Shares. Nothing in this subparagraph shall prevent ▇▇▇▇▇
▇▇▇▇▇▇ from selling Shares for a customer to you or to the Fund which issued
such Shares at the net asset value then quoted by or for such Fund (less any
applicable contingent deferred sales charge or other charges) and charging a
fair commission or service fee for handling the transaction.
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9.
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Suspension or
Withdrawal of Offering . You reserve the right to suspend sales of
Shares of any Fund or withdraw any offering of Shares
entirely.
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10.
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Provision of
Materials . At your expense, you will furnish ▇▇▇▇▇ ▇▇▇▇▇▇ with
current prospectuses and statements of additional information of the Funds
(including any supplements thereto), periodic reports to Fund shareholders
and marketing and other materials you have prepared relating to the Funds
in such quantities as ▇▇▇▇▇ ▇▇▇▇▇▇ reasonably
requests.
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11.
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Representations
by ▇▇▇▇▇ ▇▇▇▇▇▇ Concerning the Funds . ▇▇▇▇▇ ▇▇▇▇▇▇ and its agents
and employees are not authorized to make any representations concerning
the Funds or their Shares except those contained in or consistent with the
Prospectus and such other written materials you provide relating to the
Funds or other statements or representations, written or oral, which you
furnish or make to ▇▇▇▇▇ ▇▇▇▇▇▇ about the
Funds.
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12.
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Prospectus
Delivery . ▇▇▇▇▇ ▇▇▇▇▇▇ will provide each of its customers
purchasing Shares with the pertinent prospectus(es) prior to or at the
time of purchase. ▇▇▇▇▇ ▇▇▇▇▇▇ will provide any customer who so requests
with the pertinent statement(s) of additional
information.
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13.
Liability and
Indemnification.
A.
You agree to be liable for, to hold ▇▇▇▇▇ ▇▇▇▇▇▇, its officers, directors and
employees harmless from and to indemnify each of them for any losses and costs
arising from: (i) any of your actions, and the actions of your employees
and affiliates, relating to the sale of Fund shares, including but not limited
to any statements or representations contained in any sales or other material
relating to the Funds you or your affiliates provide to ▇▇▇▇▇ ▇▇▇▇▇▇ or any
other statements or representations, written or oral, concerning the Funds that
you, your employees and your affiliates make to ▇▇▇▇▇ ▇▇▇▇▇▇; (ii) any
failure of any Fund or its Shares to be properly registered and available for
sale under any applicable federal law and regulation or the laws and regulations
of any state, any U.S. territory or the District of Columbia when you have
represented to ▇▇▇▇▇ ▇▇▇▇▇▇ that the Fund and its Shares are so registered and
qualified; and (iii) any of your actions, or the actions of your
affiliates, relating to the processing of purchase, exchange and redemption
orders and the servicing of shareholder accounts.
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B.
▇▇▇▇▇ ▇▇▇▇▇▇ agrees to be liable for, to hold you, your officers, directors and
employees harmless from and to indemnify them from any losses and costs arising
from: (i) any statements or representations that ▇▇▇▇▇ ▇▇▇▇▇▇ or its
employees make concerning the Funds that are inconsistent with either the
pertinent Funds’ current prospectus and statement of additional information or
any other material you have provided or any other statements or representations,
written or oral, you have made to ▇▇▇▇▇ ▇▇▇▇▇▇ relating to the Funds;
(ii) any sale of Shares of a Fund where the Fund or its Shares were not
properly registered or qualified for sale in any state, any U.S. territory or
the District of Columbia, when you have indicated to ▇▇▇▇▇ ▇▇▇▇▇▇ that the Fund
and its Shares were not properly registered and qualified; and (iii) any of
▇▇▇▇▇ Barney’s actions relating to the processing of purchase, exchange and
redemption orders and the servicing of shareholder accounts.
C.
The provisions of this Paragraph 13 shall survive the termination of this
Agreement.
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14.
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Arbitration .
If a dispute arises between you and ▇▇▇▇▇ ▇▇▇▇▇▇ with respect to this
Agreement which the parties are unable to resolve themselves, it shall be
settled by arbitration in accordance with the then-existing NASD Code of
Arbitration Procedure (“NASD Code”). The parties agree, that to the extent
permitted by the NASD Code, the arbitrator(s) shall be selected from
the securities industry.
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15.
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Miscellaneous .
This Agreement shall be governed by the laws of New York State. This
Agreement may be amended only upon the written agreement of both parties
hereto, and may be terminated by either party on ten days’ written notice
to the other. If your payments to ▇▇▇▇▇ ▇▇▇▇▇▇ under Subparagraphs 6B
and/or 6C hereunder in whole or in part are financed by a Fund, in the
event of any termination of any such financing by a Fund’s board of
directors or trustees or shareholders, you and ▇▇▇▇▇ ▇▇▇▇▇▇ agree to
negotiate in good faith with respect to whether and to what extent you
will continue to make payments from your own resources to ▇▇▇▇▇ ▇▇▇▇▇▇ as
required by Subparagraphs 6B and 6C hereunder. This Agreement and The
Distribution and Service Agreement attached hereto constitute the entire
agreement between you and ▇▇▇▇▇ ▇▇▇▇▇▇ and supersedes all prior oral or
written agreements between you and ▇▇▇▇▇ ▇▇▇▇▇▇ and its predecessors
relating to the sale of Shares.
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Sincerely,
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▇▇▇▇▇
▇▇▇▇▇▇ INC.
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By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇ SVP
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| Dated: 5-7-96 | ||
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AGREED
AND ACCEPTED:
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COMPASS
DISTRIBUTORS, INC.
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| By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Dated: 5/7/96 | ||
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4
February
__, 2009
Citigroup
Global Markets, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies
and Gentlemen:
Reference is hereby made to the Mutual
Fund Dealer Agreement (the “Dealer Agreement”), dated as of May 1996 between
you, Citigroup Global Markets, Inc. (“CGM”) (formerly known as ▇▇▇▇▇ ▇▇▇▇▇▇
Inc.) and Compass Distributors, Inc., a predecessor distributor to BlackRock
Investments, Inc. (“BII”) which provides that you, subject to its terms, will
act as a dealer for the sale of shares of certain BlackRock open-end investment
companies to your customers. The terms of the Dealer Agreement
currently do not clearly apply to the sale of shares of BlackRock closed-end
investment companies to your customers. The purpose of this letter
agreement is to amend the Dealer Agreement so that it also applies to the sale
of shares of certain BlackRock closed-end investment companies by you to your
customers.
In accordance with the foregoing, this
letter agreement hereby amends, modifies and supplements the Dealer Agreement in
the manner set forth below:
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1)
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Certain Terms Used in
the Dealer Agreement.
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a)
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The
term “Funds” defined the first sentence of the introductory paragraph of
the Dealer Agreement is hereby amended by deleting the words “mutual
funds” and by inserting the words “closed-end investment companies and
open-end investment companies” in their
place.
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b)
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The
term “redemption” as used throughout the Dealer Agreement shall be
construed to include tender offers, periodic repurchase offers or other
purchase offers made by closed-end investment companies, as
applicable.
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c)
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The
defined term “NASD” as used throughout the Dealer Agreement shall be
construed to include its successor, the Financial Industry Regulatory
Authority and any subsequent successor
agency.
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2)
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Substitution and
Assignment of Parties.
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a)
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The
parties agree that BII has assumed all of Compass Distributor’s rights,
obligations and duties under the terms of the Dealer
Agreement.
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3)
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Additional Items
Specific to Closed-End Investment
Companies.
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i)
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The
following shall be added as Section 16 to the Dealer
Agreement:
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Repurchase of Closed-End
Investment Company Shares. CGM expressly acknowledges and understands that Shares of
any closed-end Fund will not be repurchased by either the respective closed-end
Fund (other than through repurchase offers, tender offers or
open-market purchases initiated by the respective closed-end Fund from
time to time, if any) or BII, and that
unless listed on a stock exchange no secondary market for the Shares of any such
closed-end Fund exists currently or is expected to develop. CGM also
expressly acknowledges and agrees that, in the event CGM’s customer cancels their order for such Shares after
confirmation, such Shares may not be repurchased, remarketed or otherwise
disposed of by or through BII. Any representation as to a repurchase
offer or a tender offer by a closed-end Fund, other than that which
is set forth in its then current Prospectus
or the repurchase offer notice, is expressly prohibited.
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ii)
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The following shall be added as
Section 17 to the Dealer
Agreement:
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Repurchase
Offer Notice. In
connection with any tender offer or repurchase offer for Shares of closed-end Funds, CGM agrees, at
the relevant Fund’s expense, to deliver or cause to be
delivered to each person to whom any such offer is made, a copy of the
repurchase offer notice provided by the respective Fund.
Except as specifically set forth above,
this letter agreement shall in no way amend or otherwise alter the other
provisions of the Dealer Agreement, which shall continue to remain in full force
and effect in accordance with their terms. The validity,
interpretation, construction and performance of this letter agreement shall be
governed by the laws of the State of New York. This letter agreement
may be executed in any number of counterparts, any one of which need not contain
the signatures of more than one party, but all of such counterparts together
shall constitute one agreement.
Please confirm your acknowledgment of,
and consent to, the terms of this letter agreement and the amendment of the
Dealer Agreement as described above by signing and returning a copy of this
letter to the undersigned.
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Sincerely,
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BlackRock
Investments, Inc.
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By:
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Name:
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Title:
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Citigroup
Global Markets, Inc.
Agreed to and
accepted:
Date:____________________________
6
February
___, 2009
Citigroup
Global Markets, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies
and Gentlemen:
Reference is hereby made to the Mutual
Fund Dealer Agreement, dated as of May 1996 between you, Citigroup Global
Markets, Inc. (“CGM”) (formerly known as ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.) and Compass
Distributors, Inc., a predecessor distributor to BlackRock Investments, Inc.
(“BII”) which provides that you, subject to its terms, will act as a dealer for
the sale of shares of certain BlackRock open-end investment companies to your
customers, and to the amendment to the Mutual Fund Dealer Agreement, dated as of
February 2009 (the “Amended Dealer Agreement”), which amended the Mutual Fund
Dealer Agreement to provide that you will act as a dealer for the sale of shares
of certain BlackRock closed-end investment companies to your
customers. The purpose of this letter agreement is to further amend
the Amended Dealer Agreement to comply with the Financial Industry Regulatory
Authority (“FINRA”) Rule 5110.
In accordance with the foregoing, this
letter agreement hereby amends, modifies and supplements the Dealer Agreement in
the manner set forth below:
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4)
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Additional Items
Specific to Closed-End Investment
Companies.
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i)
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The
following shall be added as Section 6.E. to the Amended Dealer
Agreement:
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Compliance with FINRA Rule
5110. Notwithstanding anything to the contrary contained in
this Agreement, BII’s obligation to make payments to CGM
pursuant to Section 6.B. and 6.C. of this Agreement shall not survive the
termination of this Agreement to the extent such payments relate to
closed-end investment companies and are prohibited by FINRA Rule
5110.
Except as specifically set forth above,
this letter agreement shall in no way amend or otherwise alter the other
provisions of the Amended Dealer Agreement, which shall continue to remain in
full force and effect in accordance with their terms. The validity,
interpretation, construction and performance of this letter agreement shall be
governed by the laws of the State of New York. This letter agreement
may be executed in any number of counterparts, any one of which need not contain
the signatures of more than one party, but all of such counterparts together
shall constitute one agreement.
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Please confirm your acknowledgment of,
and consent to, the terms of this letter agreement and the amendment of the
Amended Dealer Agreement as described above by signing and returning a copy of
this letter to the undersigned.
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Sincerely,
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BlackRock
Investments, Inc.
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By:
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Name:
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||
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Title:
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||
Citigroup
Global Markets, Inc.
Agreed to and
accepted:
Date:____________________________
8