Exhibit h(2)
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 17Ad10(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 outofpocket expenses incurred by Private Trust in the
performance of its duties hereunder. Outofpocket expenses shall include, but
shall not be limited to, the items specified in the written schedule of
outofpocket charges annexed hereto as Schedule D and incorporated herein.
Schedule D may be modified by written agreement between the parties.
Unspecified outofpocket expenses shall be limited to those outofpocket 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, Bylaws to enter into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, Bylaws 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
nonassessable 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 nonassessable.
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 Bylaws to enter into and perform this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, Bylaws 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 seasonable 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 nonperforming 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 nonperforming 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 coventurers 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
Municipal Fund
CONSULTING GROUP CAPITAL MARKETS FUNDS
Balanced Investment
Emerging Market Equity Investment
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
Small Capitalization Growth Investments
Small Capitalization Value Equity 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 Bond 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
Growth Portfolio
High Growth Portfolio
Income Portfolio
Global 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
ShortTerm High Grade Bond Fund
US 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 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 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 INC.
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
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
Zeros Plus Emerging Growth Series 2000
Xxxxx Xxxxxx Security and Growth Fund 2005
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 (VARIABLE ANNUITY)
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
WS 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
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)
Travelers 0 Coupon Xxxx XX 1998
Travelers 0 Coupon Xxxx XX 2000
Travelers 0 Coupon Xxxx XX 2005
Social Awareness Stock Portfolio
US Government Securities Portfolio
Utilities Portfolio
Convertible Bond Portfolio
Disciplined Small Cap Stock Portfolio
Strategic Stock Portfolio
MFS Research Portfolio
MFS Mid Cap Growth Portfolio
NWQ Large Cap Portfolio
Juriak & Xxxxxx Core Equity Portfolio
TRAVELERS FUNDS (VARIABLE ANNUITY)
Capital Appreciation Fund
Money Market Portfolio
High Yield Bond Trust
Mid Cap Disciplined Equity Fund
Managed Assets Trust
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 is 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 exdividend 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 17a24 and 17Ad17 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 nonresident 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 (nonbrokerage) 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 (nonTransfer Agent)
-Commission Statements
Y/E Tax Forms
-Nonbrokerage Accounts
-Non-networked Accounts
(b) Special Mailings (includes 6700, proxy except NSCC NT3)
Report Mailings (quarterly, annual and semiannual)
Prospectus Fulfillment & Mailings
Shareholder/Information Letters
SCHEDULE C
FEE SCHEDULE
1. Standard Fees
(a) Fees: See attached Exhibit I of Schedule C
(c) An annual fee cap will apply to the following funds based on the
fee schedule currently in place:
Money Market Funds $13.00 Per Account
All Other Funds Class A Shares $13.00 Per Account
All Other Funds Class B & L Shares $14.50 Per Account
2. Print Mail Fees.
(a) Standard Print Mail Services:
DAILY WORK (CONFIRMS):
HAND: $55/K with $75.00 minimum (includes 1 insert, other than
prospectuses)
$0.07/each additional insert
MACHINE: $32/K with $50.00 minimum (includes 1 insert, other than
prospectuses)
DAILY CHECKS:
HAND: $55/K with $75.00 minimum daily (includes 1 insert)
$0.06/each additional insert
MACHINE: $32/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
* There is a $2.50 charge for each 3606 Form sent.
STATEMENTS:
HAND: $60/K with $50.00 minimum (includes 1 insert)
$0.06/each additional insert
$125/K for intelligent inserting
MACHINE: $40/K with $50.00 minimum (includes 1 insert)
$0.01 each additional insert
$45/K for intelligent inserting
PERIODIC CHECKS:
HAND: $60/K with $75.00 minimum (includes 1 insert)
$0.06/each additional insert
MACHINE: $40/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
LISTBILLS: $60/K with $50.00 minimum
PRINTING CHARGES:
$0.06/per confirm/statement/page
$0.08/per check
FOLDING ASSOCIATED WITH PREPRINTED OR CREATED COLLATERAL:
Folding (Machine): $14/K
Folding (Hand): $.09 each
PRESORT CHARGE: $0.277 postage rate
$0.035 per piece
Fast Forward $0.20 / hit
COURIER CHARGE: $15.00 for each on call courier trip/or actual cost
for on demand
OVERNIGHT CHARGE: $2.50 per package service charge plus Federal
Express/Airborne charge
INVENTORY STORAGE: $15.00 for each inventory location as of the 15th of
the month
INVENTORY RECEIPT: $20.00 for each SKU /Shipment
HOURLY WORK; SPECIAL PROJECTS, OPENING ENVELOPES, ETC ...: $24.00 per hour
SPECIAL PULLS: $2.50 per account pull
BOXES/ENVELOPES: Shipping boxes $0.85 each
Oversized Envelopes $0.45 each
Cutting Charges: $10.00/K
(b) Special Mailings.
This pricing is based on appropriate notification (standard of 30 day
notification) and scheduling for special mailings. Scheduling
requirements include having collateral arrive at agreed upon times in
advance of deadlines.
TAPE WORK:
$125.00 to create an admark tape
$8.00/K to zip + 4 data enhance with $125.00 minimum
$75.00/hr for any data manipulation
$6.00/K combo charge
ADMARK & MACHINE INSERT
#10, #11, 6x9: $56/K to admark envelope and machine insert 1
piece, with $125.00 min
$2.50/K for each additional insert
$34/K to admark only with $75.00 minimum
$25.00/X xxxx sort
9x12: $125/K to admark envelope and machine
insert 1 piece, with $125.00 min
$5.00/K for each additional insert
$38/K to admark only with $75.00 minimum
$0.08 for each hand insert
ADMARK & HAND INSERT
#10, #11, 6x9: $0.08 for each hand insert
$25.00/X xxxx sort
9x12: $0.09 for each hand insert
$25.00/X xxxx sort
PRESSURE/SENSITIVE LABELS:
$0.26 each to create, affix and hand insert 1 piece, with a
$75.00 minimum
$0.06 for each hand insert
$0.10 to affix labels only
$0.10 to create labels only
LEGAL DROP: $150.00 / compliant legal drop per job and
processing fees
CREATE MAILING LIST: $0.40 per entry with $75.00 minimum
PRESORT FEE: $0.027 per piece
3. Miscellaneous Service Charges.
(a) NSCC/Networking
$.15 per transaction
$.10 per same day trade
NSCC Asset Allocation:
Setup of $25,000 plus:
$.25 per trade
(b) Regulatory
Fiduciary Processing Fees*
XXX Accounts: $10 one-time setup fee
$10 per fund account capped at $15
per annum
403(b)(7), Xxxxxx, 401(k) accounts:
$10 one-time setup fee
$15 per account, per annum
Average Cost: $.15 per eligible account per month
*current pricing for existing Funds
(c) ACH/COPS Processing: OOP's
(d) Remote Third Party Access: CompuServe OOP's
Fixed Line OOP's
SCHEDULE D
OUT-OF-POCKET EXPENSES
1. Out-of-Pockets. Each Fund shall reimburse Private Trust monthly for
applicable outofpocket 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
EXHIBIT I OF SCHEDULE C
XXXXX XXXXXX FUNDS FEE SCHEDULE
------------------------
Per Acct Fees
FUND Class
CONCERT INVESTMENT SERIES 1 A B
------------------------
Emerging Growth Fund 11.00 11.00 12.50
Government Fund 11.00 11.00 12.50
Growth Fund 11.00 11.00 12.50
Growth and Income Fund 11.00 11.00 12.50
International Equity Fund 11.00 11.00 12.50
Municipal Fund 11.00 11.00 12.50
--------------------------------------------- -----------------------------
401K Fees Per Acct Per Acct Fees Basis Points
---------------------------------------------
Class Class
1 A B L O Y Z Other A B L O Other
--------------------------------------------- -----------------------------
CONSULTING GROUP CAPITAL MARKETS FUNDS
Balanced Investment 8.50
Emerging Market Equity Investment 8.50
Government Money Investments 10.25
High Yield Investments 8.50
Intermediate Fixed Income Investments 8.50
International Equity Investments 8.50
International Fixed Income Investments 8.50
Large Capitalization Growth Investments 8.50
Long-Term Bond Investments 8.50
Mortgage Backed Investments 8.50
Municipal Bond Investments 8.50
Small Capitalization Growth Investments 8.50
Small Capitalization Value Equity Investments 8.50
GREENWICH STREET SERIES FUND (VARIABLE ANNUITY)
Appreciation Portfolio 5,000/yr Flat Fee
Diversified Strategic Income Portfolio 5,000/yr Flat Fee
Emerging Growth Portfolio 5,000/yr Flat Fee
Equity Income Portfolio 5,000/yr Flat Fee
Equity Index Portfolio 5,000/yr Flat Fee
Growth & Income Portfolio 5,000/yr Flat Fee
Intermediate High Grade Bond Portfolio 5,000/yr Flat Fee
International Equity Portfolio 5,000/yr Flat Fee
Money Market Portfolio 5,000/yr Flat Fee
Total Return Portfolio 5,000/yr Flat Fee
XXXXX XXXXXX ADJUSTABLE RATE GOVERNMENT INCOME FUND 11.00 12.50 0.0320% 0.0400% 0.0650%
XXXXX XXXXXX AGGRESSIVE GROWTH FUND INC. 11.00 12.50 12.50 9.50 8.50 0.0970% 0.1530% 0.1030%
XXXXX XXXXXX APPRECIATION FUND INC. 11.00 12.50 12.50 9.50 8.50 0.0960% 0.1310% 0.1300%
XXXXX XXXXXX ARIZONA MUNICIPALS FUND INC. 9.50 0.0220% 0.0320% 0.0180%
XXXXX XXXXXX CALIFORNIA MUNICIPALS FUND INC. 9.50 0.0170% 0.0310% 0.0290%
--------------------------------------------- -----------------------------
401K Fees Per Acct Per Acct Fees Basis Points
---------------------------------------------
Class Class
1 A B L O Y Z Other A B L O Other
--------------------------------------------- -----------------------------
XXXXX XXXXXX CONCERT ALLOCATION SERIES, INC.
Balanced Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
Conservative Portfolio 11.00 12.50 12.50 9.50 8.50 0.0650% 0.0650% 0.0650%
Growth Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
High Growth Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
Income Portfolio 11.00 12.50 12.50 9.50 8.50 0.0650% 0.0650% 0.0650%
Global Portfolio 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Select Balanced Portfolio (variable annuity) 5,000/yr Flat Fee
Select Conservative Portfolio (variable annuity) 5,000/yr Flat Fee
Select Growth Portfolio (variable annuity) 5,000/yr Flat Fee
Select High Growth Portfolio (variable annuity) 5,000/yr Flat Fee
Select Income Portfolio (variable annuity) 5,000/yr Flat Fee
XXXXX XXXXXX EQUITY FUNDS
Concert Social Awareness Fund 11.00 12.50 12.50 9.50 0.1100% 0.1130% 0.1140%
Xxxxx Xxxxxx Large Cap Blend Fund 11.00 12.50 12.50 12.50 9.50 0.1200% 0.1220% 0.1000% 0.1210%
XXXXX XXXXXX FUNDAMENTAL VALUE FUND INC. 11.00 12.50 12.50 9.50 0.0990% 0.1230% 0.1280%
XXXXX XXXXXX FUNDS, INC.
Large Cap Value Fund 11.00 12.50 12.50 9.50 8.50 0.0660% 0.1090% 0.0930%
Short-Term High Grade Bond Fund 11.00 9.50 0.0630%
US Government Securities Fund 11.00 12.50 12.50 9.50 8.50 0.0390% 0.0450% 0.0550%
XXXXX XXXXXX INCOME FUNDS
Xxxxx Xxxxxx Balanced Fund 11.00 12.50 12.50 12.50 9.50 8.50 0.1200% 0.0900% 0.1000% 0.0950%
Xxxxx Xxxxxx Convertible Fund 11.00 12.50 12.50 12.50 9.50 0.1260% 0.0220% 0.1000% 0.1470%
Xxxxx Xxxxxx Diversified Strategic Income Fund 11.00 12.50 12.50 9.50 8.50 0.0900% 0.0620% 0.0720%
Xxxxx Xxxxxx Exchange Reserve Fund 12.50 12.50 0.0700% 0.0950%
Xxxxx Xxxxxx High Income Fund 11.00 12.50 12.50 9.50 8.50 0.0780% 0.0720% 0.0550%
Xxxxx Xxxxxx Municipal High Income Fund 9.50 0.0390% 0.0330% 0.0670%
Xxxxx Xxxxxx Premium Total Return Fund 11.00 12.50 12.50 12.50 9.50 0.0900% 0.0830% 0.1000% 0.1040%
Xxxxx Xxxxxx Total Return Bond Fund 11.00 12.50 12.50 9.50 0.0650% 0.0650% 0.0650%
XXXXX XXXXXX INSTITUTIONAL CASH MANAGEMENT FUND, INC.
Cash Portfolio 0.0175% 0.0175%
Government Portfolio 0.0175% 0.0175%
Municipal Portfolio 0.0175% 0.0175%
XXXXX XXXXXX INVESTMENT FUNDS INC.
Concert Peachtree Growth Fund 11.00 12.50 12.50 9.50 0.1740% 0.2070% 0.0990%
Xxxxx Xxxxxx Contrarian Fund 11.00 12.50 12.50 9.50 8.50 0.0960% 0.1150% 0.0990%
Xxxxx Xxxxxx Government Securities Fund 11.00 12.50 12.50 9.50 0.7050% 0.0920% 0.1050%
Xxxxx Xxxxxx Xxxxxxxxxx Global Small Cap Value Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Xxxxx Xxxxxx Investment Grade Bond Fund 11.00 12.50 12.50 9.50 0.0760% 0.0720% 0.0640%
Xxxxx Xxxxxx Special Equities Fund 11.00 12.50 12.50 9.50 8.50 0.1200% 0.1120% 0.1220%
XXXXX XXXXXX INVESTMENT TRUST
Xxxxx Xxxxxx Intermediate Maturity 9.50 0.0340% 0.0450%
California Municipals Fund
Xxxxx Xxxxxx Intermediate Maturity New York 9.50 0.0370% 0.0600%
Municipals Fund
Xxxxx Xxxxxx Large Capitalization Growth Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Xxxxx Xxxxxx S&P Index Fund 11.00 12.50 12.50 8.50 0.1000%
Xxxxx Xxxxxx Mid Cap Blend Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
XXXXX XXXXXX MANAGED GOVERNMENTS FUND INC. 11.00 12.50 12.50 9.50 0.0680% 0.0850% 0.0710%
XXXXX XXXXXX MANAGED MUNICIPALS FUND INC. 9.50 0.0205% 0.0375% 0.0370%
XXXXX XXXXXX MASSACHUSETTS MUNICIPALS FUND INC. 9.50 0.0270% 0.0370% 0.0170%
--------------------------------------------- -----------------------------
401K Fees Per Acct Per Acct Fees Basis Points
---------------------------------------------
Class Class
1 A B L O Y Z Other A B L O Other
--------------------------------------------- -----------------------------
XXXXX XXXXXX MONEY FUNDS, INC.
Cash Portfolio 12.50 10.25 10.25 10.25 0.1020% 0.0510%
Government Portfolio 12.50 10.25 10.25 10.25 0.0620% 0.0420%
Retirement Portfolio 0.1220%
XXXXX XXXXXX MINI FUNDS
California Money Market Portfolio 10.25 0.0260%
Florida Portfolio 9.50 0.0200% 0.0270% 0.0490%
Georgia Portfolio 9.50 0.0240% 0.0450% 0.0380%
Limited Term Portfolio 9.50 0.0200% 0.0350%
National Portfolio 9.50 0.0220% 0.0210% 0.0420%
New York Money Market Portfolio 10.25 0.0350%
New York Portfolio 9.50 0.0320% 0.0510% 0.0480%
Pennsylvania Portfolio 9.50 0.0210% 0.0360% 0.0430%
XXXXX XXXXXX MUNICIPAL MONEY MARKET FUND, INC. 10.25 0.0340%
XXXXX XXXXXX NATURAL RESOURCES FUND INC. 11.00 12.50 12.50 9.50 0.2710% 0.1950% 0.1090%
XXXXX XXXXXX NEW JERSEY MUNICIPALS FUND INC. 9.50 0.0270% 0.0410% 0.0420%
XXXXX XXXXXX OREGON MUNICIPALS FUND 9.50 0.0320% 0.0460% 0.0360%
XXXXX XXXXXX PRINCIPAL RETURN FUND
Zeros Plus Emerging Growth Series 2000 0.1040%
Xxxxx Xxxxxx Security and Growth Fund 2005 0.1120%
XXXXX XXXXXX SMALL CAP BLEND FUND, INC. 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
XXXXX XXXXXX TELECOMMUNICATIONS TRUST
Xxxxx Xxxxxx Telecommunications Income Fund 11.00 0.0290%
GREENWICH STREET SERIES FUND (VARIABLE ANNUITY)
Income and Growth Portfolio 5,000/yr Flat Fee
Reserve Account Portfolio 5,000/yr Flat Fee
U.S. Government/High Quality Securities Portfolio 5,000/yr Flat Fee
XXXXX XXXXXX WORLD FUNDS, INC.
Emerging Markets Portfolio 11.00 12.50 12.50 9.50 0.1168% 0.1162% 0.1183%
European Portfolio 11.00 12.50 12.50 9.50 0.1655% 0.1635% 0.1450%
Global Government Bond Portfolio 11.00 12.50 12.50 9.50 0.0920% 0.1215% 0.0941%
International Balanced Portfolio 11.00 12.50 12.50 9.50 0.0972% 0.1161% 0.1330%
International Equity Portfolio 11.00 12.50 12.50 9.50 8.50 0.1005% 0.1367% 0.1406%
Pacific Portfolio 11.00 12.50 12.50 9.50 0.0990% 0.1580% 0.2000%
TRAVELERS SERIES FUND (VARIABLE ANNUITY)
AIM Capital Appreciation Portfolio 5,000/yr Flat Fee
Alliance Growth Portfolio 5,000/yr Flat Fee
GT Global Strategic Income Portfolio 5,000/yr Flat Fee
MFS Total Return Portfolio 5,000/yr Flat Fee
Xxxxxx Diversified Income Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx High Income Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Large Cap Value Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx International Equity Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Large Capitalization Growth Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Money Market Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Pacific Basin Portfolio 5,000/yr Flat Fee
TBC Managed Income Portfolio 5,000/yr Flat Fee
Xxx Xxxxxx American Capital Enterprise Portfolio 5,000/yr Flat Fee
FEDERATED HIGH YIELD PORTFOLIO (VARIABLE ANNUITY) 5,000/yr Flat Fee
FEDERATED STOCK PORTFOLIO (VARIABLE ANNUITY) 5,000/yr Flat Fee
LAZARD INTERNATIONAL EQUITY PORTFOLIO (VARIABLE ANNUITY) 5,000/yr Flat Fee
MFS EMERGING GROWTH PORTFOLIO (VARIABLE ANNUITY) 5,000/yr Flat Fee
TRAVELERS SERIES TRUST (VARIABLE ANNUITY)
Travelers O Coupon Xxxx XX 1998 5,000/yr Flat Fee
Travelers O Coupon Xxxx XX 2000 5,000/yr Flat Fee
Travelers O Coupon Xxxx XX 2005 5,000/yr Flat Fee
Social Awareness Stock Portfolio 5,000/yr Flat Fee
US Government Securities Portfolio 5,000/yr Flat Fee
Utilities Portfolio 5,000/yr Flat Fee
Convertible Bond Portfolio 5,000/yr Flat Fee
Disciplined Small Cap Stock Portfolio 5,000/yr Flat Fee
Strategic Stock Portfolio 5,000/yr Flat Fee
MFS Research Portfolio 5,000/yr Flat Fee
MFS Mid Cap Growth Portfolio 5,000/yr Flat Fee
NWQ Large Cap Portfolio 5,000/yr Flat Fee
Juriak & Xxxxxx Core Equity Portfolio 5,000/yr Flat Fee
TRAVELERS FUNDS (VARIABLE ANNUITY)
Capital Appreciation Fund 5,000/yr Flat Fee
Money Market Portfolio 5,000/yr Flat Fee
High Yield Bond Trust 5,000/yr Flat Fee
Mid Cap Disciplined Equity Fund 5,000/yr Flat Fee
Managed Assets Trust 5,000/yr Flat Fee
TRAVELERS QUALITY BOND PORTFOLIO (VARIABLE ANNUITY) 5,000/yr Flat Fee
THE FUND FOR STABLE VALUE INVESTMENTS 8.50
