TRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT, dated as of October 1, 1999 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 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and XXXXX XXXXXX
PRIVATE TRUST COMPANY ("Private Trust"), a New York corporation
with principal offices at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx
00000.
WITNESSETH
WHEREAS, each Fund desires to appoint Private Trust as its
transfer agent, dividend disbursing agent and shareholder
servicing agent and Private Trust desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants
and
promises hereinafter set forth, each Fund and Private Trust agree
as follows:
Article 1 Definitions
1.1 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, or other similar
organizational document as the case may be, of a Fund as the same
may be amended from time to time.
(b) "Authorized Person" shall be deemed to include
(i) any authorized officer of a Fund; (ii) or any person,
whether
or not such person is an officer or employee of a Fund, duly
authorized to give Oral Instructions or Written Instructions on
behalf of the Fund as indicated in writing to Private Trust from
time to time.
(c) "Board Members" shall mean the Directors or
Trustees of the governing body of the Fund, as the case may be.
(d) "Board of Directors" shall mean the Board of
Directors or Board of Trustees of the Fund, as the case may be.
(e) "Commission" shall mean the Securities and
Exchange Commission.
(f) "Custodian" refers to any custodian or
subcustodian of securities and other property which a 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.
(g) "1934 Act" shall mean the Securities Exchange
Act
of 1934 and the rules and regulations promulgated thereunder, all
as amended from time to time.
(h) "1940 Act" shall mean the Investment Company
Act
of 1940 and the rules and regulations promulgated thereunder, all
as amended from time to time.
(i) "Oral Instructions" shall mean instructions,
other than Written Instructions, actually received by Private
Trust from a person reasonably believed by Private Trust to be an
Authorized Person;
(j) "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.
(k) "Shares" refers collectively to such shares of
capital stock or beneficial interest, as the case may be, or
class
thereof, of a Fund as may be issued from time to time.
(l) "Shareholder" shall mean a holder of Shares of
a
Fund.
(m) "Written Instructions" shall mean a written
communication signed by a person reasonably believed by Private
Trust to be an Authorized Person and actually received by Private
Trust. Written Instructions shall include manually executed
originals and authorized electronic transmissions, including
telefacsimile of a manually executed original or other process.
Article 2. Appointment of Private Trust
2.1 The Fund hereby appoints and constitutes Private
Trust
as transfer agent, registrar and dividend disbursing agent for
Shares of the Funds and as shareholder servicing agent for the
Funds. Private Trust accepts such appointment and agrees to
perform the duties hereinafter set forth.
Article 3 Duties of Private Trust
3.1 Private Trust shall be responsible for:
(a) Administering and/or performing the customary
services of a transfer agent; 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 of each Fund, as more fully described
in the written schedule of Duties of Private Trust annexed
hereto as Schedule B and incorporated herein, and in
accordance with the terms of the Prospectus of each Fund,
applicable law and the procedures established from time to
time between the Funds and Private Trust.
(b) Recording the issuance of Shares and maintaining
pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the
total number of Shares of each Fund which are authorized,
based upon data provided to it by the Fund, and issued and
outstanding. Private Trust shall provide each Fund on a
regular basis with the total number of Shares which are
authorized and issued and outstanding and shall have no
obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Fund.
(c) Notwithstanding any of the foregoing provisions
of this Agreement, Private Trust 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 a Fund's
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.
3.2 In addition, each Fund shall (i) identify to Private
Trust in writing or by transmission those transactions and assets
to be treated as exempt from blue sky reporting for each State
and
(ii) verify the establishment of transactions for each State on
the system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of Private Trust for
the Fund's blue sky State registration status is solely limited
to
the initial establishment of transactions subject to blue sky
compliance by the Funds and the reporting of such transactions to
the Funds as provided above.
3.3 In addition to the duties set forth in Schedule B,
Private Trust 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 C and the duties and
functions shall be reflected in an amendment to Schedule B, both
dated and signed by authorized persons of the parties hereto.
Article 4 Delegation of Responsibilities
4.1 With respect to any Fund, Private Trust may delegate
some or all of its duties under this Agreement to other parties
that after reasonable inquiry Private Trust deems to be competent
to assume such duties. In the event of any such delegation,
Private Trust shall enter into a written agreement with the
delegatee in which the delegatee will, among other things:
(a) agree to provide the services delegated to it in
accordance with a written schedule of Performance Standards
developed by Private Trust; and
(b) represent and warrant that it is duly
registered
as required under all federal and state securities laws.
Article 5 Recordkeeping and Other Information
5.1 Private Trust shall create and maintain all records
required of it pursuant to its duties hereunder and as set forth
in Schedule B in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the
1940 Act. Where applicable, such records shall be maintained by
Private Trust for the period and in the places required by Rule
31a-2 under the 1940 Act.
5.2 To the extent required by Section 31 of the 1940 Act,
Private Trust agrees that all such records prepared or maintained
by Private Trust relating to the services to be performed by
Private Trust hereunder are the property of the Funds and will be
preserved, maintained and made available in accordance with such
section, and will be surrendered promptly to the Funds on and in
accordance with the Funds' request.
5.3 In case of any requests or demands for the inspection
of Shareholder records of a Fund, Private Trust will endeavor to
notify the Fund of such request and secure Written Instructions
as
to the handling of such request. Private Trust reserves the
right, however, to exhibit the Shareholder records to any person
whenever it is advised by its counsel that it may be held liable
for the failure to comply with such request.
Article 6 Fund Instructions
6.1 Private Trust 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 a Fund. Private
Trust 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 a Fund and the
proper countersignature of Private Trust.
6.2 At any time, Private Trust may request Written
Instructions from a Fund 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
Private
Trust. Written Instructions requested by Private Trust will be
provided by a Fund within a reasonable period of time.
6.3 Private Trust, its officers, agents or employees,
shall accept Oral Instructions or Written Instructions given to
them by any person representing or acting on behalf of a Fund
only
if said representative is an Authorized Person. Each 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 Private
Trust's right to rely on Oral Instructions.
Article 7 Compensation
7.1 The Funds will compensate or cause Private Trust 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 C and incorporated herein. Private
Trust 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 C, and the Fund will pay to Private
Trust
the amount of such invoice within thirty (30) days after the
Fund's receipt of the invoice.
7.2 In addition, the Funds agree to pay, and will be
billed separately for, reasonable out-of-pocket expenses incurred
by Private Trust 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 D and incorporated herein.
Schedule D may be modified by written agreement between the
parties. Unspecified out-of-pocket expenses shall be limited to
those out-of-pocket expenses reasonably incurred by Private Trust
in the performance of its obligations hereunder.
7.3 Any compensation agreed to hereunder may be adjusted
from time to time by attaching to Schedule C, a revised fee
schedule executed and dated by the parties hereto.
Article 8 Representations and Warranties
8.1 Each Fund represents and warrants to Private Trust
that:
(a) it is duly organized, existing and in good
standing under the laws of the jurisdiction in which it is
organized;
(b) it is empowered under applicable laws and by
its
Articles of Incorporation, By-laws to enter into this
Agreement;
(c) all corporate proceedings required by said
Articles of Incorporation, By-laws and applicable laws have
been taken to authorize it to enter into this Agreement;
(d) a registration statement under the Securities
Act
of 1933, as amended, and the 1940 Act on behalf of the Fund
is currently effective and will remain effective, and all
appropriate state securities law filings have been made and
will continue to be made, with respect to all Shares of the
Fund being offered for sale; and
(e) all outstanding Shares are validly issued, fully
paid and non-assessable and 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.
8.2 Private Trust represents and warrants to each Fund
that:
(a) it is duly organized, existing and in good
standing under the laws of the state of New York;
(b) it is empowered under applicable laws and by
its
Articles of Incorporation and By-laws to enter into and
perform this Agreement;
(c) all corporate proceedings required by said
Articles of Incorporation, By-laws and applicable laws have
been taken to authorize it to enter into this Agreement; and
(d) it is duly registered with its appropriate
regulatory agency as a transfer agent and such registration
will remain in effect for the duration of this Agreement;
and
(e) it has and will continue to have access to the
necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
Article 9 Indemnification
9.1 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, each Fund will indemnify Private
Trust 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 Private Trust 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
Private Trust to have been given by counsel for the Fund or its
own counsel; (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 Private Trust
in connection with this Agreement; or (iv) the offer or sale of
Shares in violation of any requirement under the securities laws
or regulations of any state that such Shares be registered in
such
state or in violation of any stop order or other determination or
ruling by any state with respect to the offer or sale of such
shares in such state.
9.2 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.
9.3 Except for remedies that cannot be waived as a matter
of law (and injunctive or provisional relief), the provisions of
this Article 9 shall be a party's sole and exclusive remedy for
claims or other actions or proceedings to which the other party's
indemnification obligations pursuant to this Article 9 may apply.
Article 10 Standard of Care
10.1 Private Trust shall provide its services as transfer
agent in accordance with the applicable provisions of Section 17A
of the 1934 Act. Private Trust shall at all times act in good
faith and agrees to use its best efforts within commercially
reasonable limits to ensure the accuracy of all services
performed
under this Agreement, but assumes no responsibility for loss or
damage to the Funds unless said errors are caused by Private
Trust's own negligence, bad faith, willful misconduct or that of
its employees or knowing violations of applicable law pertaining
to the manner in which transfer agency services are to be
performed by Private Trust.
Article 11 Consequential Damages
NOTWITSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
IN NO EVENT SHALL ANY PARTY UNDER THIS AGREEMENT, ITS AFFILIATES
OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL,
INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY
EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 12 Term and Termination
12.1 This Agreement shall be effective on the date first
written above and shall continue until October 1, 2000, 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 90 days prior to termination.
12.2 In the event a termination notice is given by a 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, Private Trust 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
Private Trust, and Private Trust will cooperate with the Fund and
any successor transfer agent or agents in the substitution
process.
Article 13 Confidentiality
13.1 The parties 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.
Article 14 Force Majeure
14.1 No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to
the extent such default or delay is caused, directly or
indirectly, by (i) fire, flood, elements of nature or other acts
of God; (ii) any outbreak or escalation of hostilities, war,
riots
or civil disorders in any country; (iii) any act or omission of
the other party or any governmental authority; (iv) any labor
disputes beyond the reasonable control of such party; or (v)
nonperformance by a third party or any similar cause beyond the
reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other
equipment.
Except to the extent that the non-performing party shall have
failed to use its reasonable best efforts to minimize the
likelihood of occurrence of such circumstances or to mitigate any
loss or damage to the other party caused by such circumstances.
In any such event, the non-performing party shall be excused from
any further performance and observance of the obligations so
affected only for as long as such circumstances prevail and such
party continues to use commercially reasonable efforts to
recommence performance or observance as soon as practicable.
Article 15 Assignment and Subcontracting
15.1 This Agreement may not be assigned or otherwise
transferred by Private Trust, without the prior written consent
of
the Funds, which consent shall not be unreasonably withheld;
provided, however, that Private Trust may, in its sole
discretion,
assign all its right, title and interest in this Agreement to an
affiliate, parent or subsidiary of Private Trust who is qualified
to act under the 1940 Act. The Funds agree that Private Trust
may, in its sole discretion, engage subcontractors to perform any
of the obligations in this Agreement to be performed by Private
Trust.
Article 16 Notices
16.1 Any notice or other instrument authorized or required
by this Agreement to be given in writing to a Fund or Private
Trust, 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 Funds:
Xxxxx Xxxxxx Mutual Funds
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. XxXxxxxx
To Private Trust:
Xxxxx Xxxxxx Private Trust Company
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Article 17 Governing Law/Venue
17.1 The laws of the State of New York, excluding the laws
on conflicts of laws, shall govern the interpretation, validity,
and enforcement of this agreement.
Article 18 Counterparts
18.1 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.
Article 19 Captions
19.1 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.
Article 20 Publicity
20.1 Neither a Fund nor Private Trust shall release or
publish news releases, public announcements, advertising or other
publicity relating to this Agreement or to the transactions
contemplated by it without the prior review and written approval
of the other party; provided, however, that either party may
make
such disclosures as are required by legal, accounting or
regulatory requirements after making reasonable efforts in the
circumstances to consult in advance with the other party.
Article 21 Relationship of Parties
21.1 The parties agree that they are independent
contractors and not partners or co-venturers and nothing
contained
herein shall be interpreted or construed otherwise.
Article 22 Entire Agreement; Severability
22.1 This Agreement, including Schedules and Exhibits
hereto, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous proposals, agreements, contracts,
representations,
and understandings, whether written or oral, between the parties
with respect to the subject matter hereof. No change,
termination, modification, or waiver of any term or condition of
the Agreement shall be valid unless in writing signed by the
party
affected. A party's waiver of a breach of any term or condition
in the Agreement shall not be deemed a waiver of any subsequent
breach of the same or another term or condition.
22.2 The parties intend every provision of this Agreement
to be severable. If a court of competent jurisdiction determines
that any term or provision is illegal or invalid for any reason,
the illegality or invalidity shall not affect the validity of the
remainder of this Agreement. In such case, the parties shall in
good faith modify or substitute such provision consistent with
the
original intent of the parties. Without limiting the generality
of this paragraph, if a court determines that any remedy stated
in
this Agreement has failed of its essential purpose, then all
other
provisions of this Agreement, including the limitations on
liability and exclusion of damages, shall remain fully effective.
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.
Each of the Investment
Companies Listed
On Schedule A Hereto,
Each of Which Is
Acting On Its Own Behalf
And Not On
Behalf Of Any Other
Investment Company
By:
Xxxxx X. XxXxxxxx
Chairman of the
Boards of Directors
XXXXX XXXXXX PRIVATE TRUST COMPANY
By:
Xxxxxx Xxxxxxx
Director . Transfer Agency Operations
SCHEDULE A
XXXXXXX XXXXX XXXXXX FUNDS
Concert Investment Series
Emerging Growth Fund
Government Fund
Growth Fund
Growth and Income Fund
International Equity Fund
Mid Cap Fund
Municipal Bond Fund
Select Small Cap Portfolio (variable annuity)
Select Government Portfolio (variable annuity)
Select Growth Portfolio (variable annuity)
Select Growth and Income Portfolio (variable annuity)
Select Mid Cap Portfolio (variable annuity)
Consulting Group Capital Markets Funds
Balanced Investments
Emerging Markets Equity Investments
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
S&P 500 Index Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
Multi-Sector Fixed Income Investments
Multi-Strategy Market Neutral Investments
Greenwich Street Series Fund (variable annuity)
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
Xxxxx Xxxxxx Adjustable Rate Government Income Fund
Xxxxx Xxxxxx Aggressive Growth Fund Inc.
Xxxxx Xxxxxx Appreciation Fund Inc.
Xxxxx Xxxxxx Arizona Municipals Fund Inc.
Xxxxx Xxxxxx California Municipals Fund Inc.
Xxxxx Xxxxxx Concert Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Global Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Select Balanced Portfolio (variable annuity)
Select Conservative Portfolio (variable annuity)
Select Growth Portfolio (variable annuity)
Select High Growth Portfolio (variable annuity)
Select Income Portfolio (variable annuity)
Xxxxx Xxxxxx Equity Funds
Concert Social Awareness Fund
Xxxxx Xxxxxx Large Cap Blend Fund
Xxxxx Xxxxxx Fundamental Value Fund Inc.
Xxxxx Xxxxxx Funds, Inc.
Large Cap Value Fund
Short-Term High Grade Bond Fund
U.S. Government Securities Fund
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Balanced Fund
Xxxxx Xxxxxx Convertible Fund
Xxxxx Xxxxxx Diversified Strategic Income Fund
Xxxxx Xxxxxx Exchange Reserve Fund
Xxxxx Xxxxxx High Income Fund
Xxxxx Xxxxxx Municipal High Income Fund
Xxxxx Xxxxxx Premium Total Return Fund
Xxxxx Xxxxxx Total Return Bond Fund
Xxxxx Xxxxxx Institutional Cash Management Fund, Inc.
Cash Portfolio
Government Portfolio
Municipal Portfolio
Xxxxx Xxxxxx Investment Funds Inc.
Concert Peachtree Growth Fund
Xxxxx Xxxxxx Contrarian Fund
Xxxxx Xxxxxx Government Securities Fund
Xxxxx Xxxxxx Xxxxxxxxxx Global Small Cap Value Fund
Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund
Xxxxx Xxxxxx Investment Grade Bond Fund
Xxxxx Xxxxxx Premier Selections Fund
Xxxxx Xxxxxx Small Cap Value Fund
Xxxxx Xxxxxx Special Equities Fund
Xxxxx Xxxxxx Investment Trust
Xxxxx Xxxxxx Intermediate Maturity California Municipals Fund
Xxxxx Xxxxxx Intermediate Maturity New York Municipals Fund
Xxxxx Xxxxxx Large Capitalization Growth Fund
Xxxxx Xxxxxx S&P 500 Index Fund
Xxxxx Xxxxxx Mid Cap Blend Fund
Xxxxx Xxxxxx Managed Governments Fund Inc.
Xxxxx Xxxxxx Managed Municipals Fund Inc.
Xxxxx Xxxxxx Massachusetts Municipals Fund
Xxxxx Xxxxxx Money Funds, Inc.
Cash Portfolio
Government Portfolio
Retirement Portfolio
Xxxxx Xxxxxx Muni Funds
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
Massachusetts Money Market Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
Xxxxx Xxxxxx Municipal Money Market Fund, Inc.
Xxxxx Xxxxxx Natural Resources Fund Inc.
Xxxxx Xxxxxx New Jersey Municipals Fund Inc.
Xxxxx Xxxxxx Oregon Municipals Fund
Xxxxx Xxxxxx Principal Return Fund
Xxxxx Xxxxxx Security and Growth Fund 2005
Zeros plus Emerging Growth Series 2000
Xxxxx Xxxxxx Small Cap Blend Fund, Inc.
Xxxxx Xxxxxx Telecommunications Trust
Xxxxx Xxxxxx Telecommunications Income Fund
Xxxxx Xxxxxx Variable Account Funds (variable annuity)
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio
Xxxxx Xxxxxx World Funds, Inc.
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Travelers Series Fund Inc. (variable annuity)
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS Total Return Portfolio
Xxxxxx Diversified Income Portfolio
Xxxxx Xxxxxx High Income Portfolio
Xxxxx Xxxxxx Large Cap Value Portfolio
Xxxxx Xxxxxx International Equity Portfolio
Xxxxx Xxxxxx Large Capitalization Growth Portfolio
Xxxxx Xxxxxx Money Market Portfolio
Xxxxx Xxxxxx Pacific Basin Portfolio
TBC Managed Income Portfolio
Xxx Xxxxxx American Capital Enterprise Portfolio
Travelers Funds (variable annuity)
Capital Appreciation Fund
Money Market Portfolio
High Yield Bond Trust
Mid Cap Disciplined Equity Fund
Managed Assets Trust
Federated High Yield Portfolio (variable annuity)
Federated Stock Portfolio (variable annuity)
Lazard International Equity Portfolio (variable annuity)
MFS Emerging Growth Portfolio (variable annuity)
Travelers Series Trust (variable annuity)
Convertible Bond Portfolio
Disciplined Small Cap Stock Portfolio
Jurika & Xxxxxx Core Equity Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
NWQ Large Cap Portfolio
Strategic Stock Portfolio
Social Awareness Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities
Utilities Portfolio
Zero Coupon Bond Fund Portfolio (Series 2000)
Zero Coupon Bond Fund Portfolio (Series 2005)
Travelers Quality Bond Portfolio (variable annuity)
The Fund For Stable Value Investments
SCHEDULE B
DUTIES OF PRIVATE TRUST
1. Shareholder Information. Private Trust 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. Private Trust or its agent
will
investigate all inquiries from shareholders of a 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 Private Trust and a Fund. Private Trust shall
provide the Fund with reports concerning shareholder inquires and
the responses thereto by Private Trust, in such form and at such
times as are agreed to by the Fund and Private Trust.
3. Share Certificates.
(a) At the expense of each Fund, Private Trust or
its
agent shall be supplied with an adequate supply of blank share
certificates to meet Private Trust or its agent's requirements
therefor. Such Share certificates shall be properly signed by
facsimile. Each Fund agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund whose
signature
appears on such certificates, Private Trust or its agent may
continue to countersign certificates which bear such signatures
until otherwise directed by Written Instructions.
(b) With respect to each Fund, Private Trust or its
agent shall issue replacement Share certificates in lieu of
certificates which have been lost, stolen or destroyed, upon
receipt by Private Trust or its agent of properly executed
affidavits and lost certificate bonds, in form satisfactory to
Private Trust or its agent, with the Fund and Private Trust or
its
agent as obligees under the bond.
(c) With respect to each Fund, Private Trust 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,
Private Trust or its agent shall maintain comparable records of
the record holders thereof, including their names, addresses and
taxpayer identification. Private Trust or its agent shall
further
maintain a stop transfer record on lost and/or replaced
certificates.
4. Mailing Communications to Shareholders; Proxy
Materials.
Private Trust or its agent will address and mail to Shareholders
of the Funds, all reports to Shareholders, dividend and
distribution notices and proxy material for the Fund's meetings
of
Shareholders. In connection with meetings of Shareholders,
Private Trust 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. Private Trust or
its agent shall not be required to issue any Shares of a 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 Private Trust 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, Private Trust 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 Private Trust may from
time to time deem appropriate.
6. Transfer and Repurchase
(a) Private Trust or its agent shall process all
requests to transfer or redeem Shares in accordance with the
transfer or repurchase procedures set forth in each Fund's
Prospectus.
(b) Private Trust 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 Private Trust or its agent reasonably may deem
necessary.
(c) Private Trust 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.
Private
Trust 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 Private Trust 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.
(d) When Shares are redeemed, Private Trust or its
agent shall, upon receipt of the instructions and documents in
proper form, deliver to the Custodian and each 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 Private Trust or its agent
reflecting outstanding Shares of each Fund and Shares attributed
to individual accounts.
(e) Private Trust 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 Private Trust or its agent from the Fund.
(f) Private Trust or its agent shall not process or
effect any repurchase with respect to Shares of a Fund after
receipt by Private Trust or its agent of notification of the
suspension of the determination of the net asset value of the
Fund.
7. Dividends
(a) Upon the declaration of each dividend and each
capital gains distribution by the Board of Directors of a Fund
with respect to Shares of the Fund, the Fund shall furnish or
cause to be furnished to Private Trust 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 Private Trust 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.
(b) On or before the payment date specified in such
resolution of the Board of Directors, a Fund will provide Private
Trust with sufficient cash to make payment to the Shareholders of
record as of such payment date.
(c) If Private Trust or its agent does not receive
sufficient cash from a Fund to make total dividend and/or
distribution payments to all shareholders of the Fund as of the
record date, Private Trust 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 Private Trust or
its agent.
8. Cash Management Services. Funds received by Private
Trust in the course of performing its services hereunder will be
held in demand deposit bank accounts or money market fund
accounts
in the name of Private Trust (or its nominee) as agent for the
Funds. Private Trust shall be entitled to retain any interest,
dividends, balance credits or fee reductions or other concessions
or benefits earned or generated by or associated with such
accounts or made available by the institution with which such
accounts are maintained.
9. Lost Shareholders. Private Trust shall perform such
services as are required in order to comply with Rules 17a-24 and
17Ad-17 of the 1934 Act (the "Lost Shareholder Rules), including,
but not limited to those set forth below. Private Trust may, in
its sole discretion, use the services of a third party to perform
some or all of such services.
(a) documentation of electronic search policies and
procedures;
(b) execution of required searches;
(c) creation and mailing of confirmation letters;
(d) taking receipt of returned verification forms;
(e) providing confirmed address corrections in batch via
electronic media;
(f) tracking results and maintaining data sufficient to
comply with the Lost Shareholder Rules; and
(g) preparation and submission of data required under the
Lost Shareholder Rules.
10. Miscellaneous.
In addition to and neither in lieu nor in contravention of
the services set forth above, Private Trust shall: (I) perform
all the customary services of a transfer agent, registrar,
dividend disbursing agent and agent of the dividend reinvestment
and cash purchase plan as described herein consistent with those
requirements set forth as at the date of this Agreement; (ii)
require proper forms of instructions, signatures and signature
guarantees and any necessary documents supporting the opening of
shareholder accounts, transfers and redemptions and other
shareholder account transactions, all in conformance with Private
Trust's present procedures with such changes or deviations
therefrom as may be from time to time required or approved by a
Fund, or the Fund's counsel or Private Trust's counsel and the
rejection of orders or instructions not in good order in
accordance with the applicable Fund prospectus; (iii) provide to
the person designated by the Funds daily Blue Sky reports
generated by Private Trust; (iv) provide to the Funds escheatment
reports as reasonably requested by the Funds with respect to the
status of the Funds' accounts and outstanding checks; and (v)
maintain a current, duplicate set of the Funds' essential records
at a secure separate location in a form available and usable
forthwith in the event of any breakdown or disaster disruption of
Private Trust's main operation. The detailed definition,
frequency, limitations and associated costs (if any) set out in
the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, tabulating proxies, mailing
Shareholder reports to current Shareholders, withholding taxes on
U.S. resident and non-resident alien accounts where applicable,
preparing and filing U.S. Treasury Department Forms 1099 and
other
appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders.
11. Print/Mail Services. Private Trust shall perform print/mail
services on behalf of the Funds with respect to the
following items:
(a) Daily, Monthly Quarterly and Annual Output
. Confirmations
- Brokerage SB money market fund SWEEP
transactions
- Direct Accounts (non-brokerage) all
transactions
- New account and Change of Allocation
- Welcome letters
- Checks:
-Dividend
-ACW
-Commission
-Daily Redemption
- Statements:
-All Non Brokerage Accounts
-Shareholder Statements
-Dealer Statements
-Dealer Statements (non-Transfer Agent)
-Commission Statements
- Y/E Tax Forms
-Non-brokerage Accounts
-Non-networked Accounts
(b) Special Mailings (includes 6700, proxy except NSCC
NT3)
- Report Mailings (quarterly, annual and semi-annual)
- Prospectus Fulfillment & Mailings
- Shareholder/Information Letters
SCHEDULE C
FEE SCHEDULE
1. Standard Fees
Fees: See attached Exhibit I of Schedule C
SCHEDULE D
OUT-OF-POCKET EXPENSES
1. Out-of Pockets. Each Fund shall reimburse Private Trust
monthly for applicable out-of-pocket expenses, including, but not
limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Postage - direct pass through to the Fund
- Telephone and telecommunication costs, including all
lease, maintenance and line costs
- Proxy solicitations, mailings, tabulations and reports
relating thereto
- Shipping, Certified and Overnight mail and insurance
- Terminals, communication lines, printers and other
equipment and any expenses incurred in connection with
such terminals and lines
- Duplicating services
- Courier services
- Federal Reserve charges for check clearance
- Overtime
- Temporary staff
- Travel, as approved in advance by the Fund
- Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged by third
party record keeping vendors
- Such other miscellaneous expenses reasonably incurred by
Private Trust in performing its duties and
responsibilities under this Agreement.
Each Fund shall pay postage and mailing expenses on the day
of or prior to mailing as agreed with Private Trust. In
addition,
each Fund will promptly reimburse Private Trust for any other
unscheduled expenses incurred by Private Trust whenever the Fund
and Private Trust mutually agree that such expenses are not
otherwise properly borne by Private Trust as part of its duties
and obligations under the Agreement.
2. Other Charges.
- Pre-Printed Stock, including business forms,
certificates, envelopes, checks and stationery.
- COLD Storage
- Digital Recording
- Incoming and outgoing wire charges
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