0000929638-02-000078 Sample Contracts

Exhibit e(1) FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • June 14th, 2002 • Smith Barney Trust Ii • Massachusetts
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State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 Re: Smith Barney Trust II - Custodian Contract Ladies and Gentlemen: Pursuant to Section 17 of the Custodian Contract dated as of September 1, 1997 (as amended, the...
Smith Barney Trust Ii • June 14th, 2002

Pursuant to Section 17 of the Custodian Contract dated as of September 1, 1997 (as amended, the "Contract"), between Smith Barney Trust II (formerly known as Landmark Funds II) (the "Trust") and State Street Bank and Trust Company (the "Custodian"), we hereby request that Smith Barney Capital Preservation Fund II (the "Series") be added to the list of series of the Trust to which the Custodian renders services as custodian under the terms of the Contract.

Exhibit d FORM OF MANAGEMENT AGREEMENT
Management Agreement • June 14th, 2002 • Smith Barney Trust Ii • Massachusetts
ARTICLE I DEFINITIONS
Smith Barney Trust Ii • June 14th, 2002 • New York
Travelers Bank & Trust, fsb 125 Broad Street New York, New York, 10004 Re: Smith Barney Trust II - Transfer Agency and Services Agreement Ladies and Gentlemen: This letter serves as notice that Smith Barney Capital Preservation Fund II (the "Series"),...
Smith Barney Trust Ii • June 14th, 2002

This letter serves as notice that Smith Barney Capital Preservation Fund II (the "Series"), a series of Smith Barney Trust II (the "Trust"), is added to the list of series of the Trust to which Travelers Bank & Trust, fsb ("Travelers") renders services as transfer agent pursuant to the terms of the Transfer Agency and Services Agreement dated as of October 1, 1999 (the "Agreement"), between the Trust and Travelers.

Exhibit h(4) Smith Barney Trust II 125 Broad Street New York, New York 10004 State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 Re: Smith Barney Trust II - Accounting Services Agreement Ladies and Gentlemen: Pursuant...
Smith Barney Trust Ii • June 14th, 2002

Pursuant to Section 7.1 of the Accounting Services Agreement dated as of (the "Agreement"), between Smith Barney Trust II (formerly known as Landmark Funds II) (the "Trust") and State Street Bank and Trust Company ("State Street"), we hereby request that Smith Barney Capital Preservation Fund II (the "Series") be added to the list of series of the Trust to which State Street renders services as accounting agent pursuant to the terms of the Agreement.

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