MANAGEMENT AGREEMENTManagement Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2005, by and between Smith Barney Fundamental Value Fund Inc., a Maryland Corporation (the “Corporation”) and Smith Barney Fund Management LLC, a Delaware limited liability company (the “Manager”).
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc
THIS AGREEMENT is made as of January 1, 2006 by and among each management investment company registered under the 1940 Act (as defined below) identified on Exhibit A hereto (each a “Fund” and collectively the “Funds”) on behalf of each of its series or portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each other Fund and Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc • Maryland
This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between Smith Barney Fundamental Value Fund Inc. (“Investment Company”), a Maryland corporation and Legg Mason Investor Services, LLC (“Distributor”).
AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc
Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Fundamental Value Fund Inc. (the “Investment Company”), with respect to one or more separate series listed on Exhibit A (each a “Fund”) and Citigroup Global Markets Inc. This letter agreement (the “Amendment”) amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.
AMENDMENT OF DISTRIBUTION AGREEMENT AND ASSUMPTION OF DUTIES AND RESPONSIBILITIES BY PFSIDistribution Agreement and Assumption • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc
Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Fundamental Value Fund Inc. (the “Investment Company”),with respect to one or more separate series listed on Exhibit A (each a “Fund”) and PFS Distributors, Inc. (“PFSD”). This letter agreement (the “Amendment”) incorporates all of the conditions, responsibilities, representations and other terms of the Agreement, except as amended or modified in this Amendment.
TRANSFER AGENCY AND SERVICES AGREEMENTTransfer Agency and Services Agreement • January 27th, 2006 • Smith Barney Fundamental Value Fund Inc • New York
AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.
