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Exhibit 9(a)
TRANSFER AGENCY AND SERVICE AGREEMENT
among
SALOMON BROTHERS INSTITUTIONAL SERIES FUNDS INC
SALOMON BROTHERS SERIES FUNDS INC
and
INVESTORS BANK & TRUST COMPANY
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TABLE OF CONTENTS
o ARTICLE 1. Terms of Appointment; Duties of the Bank . . . . . . . . . . . . . . . . 1
o ARTICLE 2. Sale of Company Shares . . . . . . . . . . . . . . . . . . . . . . . . . 4
o ARTICLE 3. Returned Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
o ARTICLE 4. Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
o ARTICLE 5. Transfers and Exchanges . . . . . . . . . . . . . . . . . . . . . . . . 5
o ARTICLE 6. Right to Seek Assurances . . . . . . . . . . . . . . . . . . . . . . . . 5
o ARTICLE 7. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
o ARTICLE 8. Other Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
o ARTICLE 9. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
o ARTICLE 10. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
o ARTICLE 11. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
o ARTICLE 12. Representations and Warranties of the Bank . . . . . . . . . . . . . . . 8
o ARTICLE 13. Representations and Warranties of the Company . . . . . . . . . . . . . 8
o ARTICLE 14. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
o ARTICLE 15. Covenants of the Company and the Bank . . . . . . . . . . . . . . . . . 10
o ARTICLE 16. Term of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
o ARTICLE 17. Additional Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
o ARTICLE 18. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
o ARTICLE 19. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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o ARTICLE 20. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . . . . 13
o ARTICLE 21. Merger of Agreement and Severability . . . . . . . . . . . . . . . . . . . 13
o ARTICLE 22. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
o ARTICLE 23. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT effective as of the ____ day of ____, 1996 among
Salomon Brothers Institutional Series Funds, Inc., a corporation organized
under the laws of the State of Maryland ("Institutional Series Funds"),
Salomon Brothers Series Funds Inc, a corporation organized under the laws of
Maryland ("Series Funds") (each, a "Company") and INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Bank").
WITNESSETH:
WHEREAS, the Bank is duly registered as a transfer agent as provided
in Section 17A(c) of the Securities Exchange Act of 1934, as amended, (the
"1934 Act");
WHEREAS, each Company is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, each Company desires to appoint the Bank as its transfer
agent, dividend disbursing agent and agent in connection with certain other
activities, and the Bank desires to accept such appointment; with respect to
the series listed on Appendix A corresponding to each Company (such series,
together with all other series subsequently established by either Company and
made subject to this Agreement in acccordance with Article 17, being herein
referred to as the "Fund(s)");
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the Company and the Bank agree as follows:
ARTICLE 1. Terms of Appointment: Duties of the Bank
1.01 Subject to the terms and conditions set forth in this
Agreement, each Company on behalf of their respective Funds, hereby employs and
appoints the Bank to act as, and the Bank agrees to act as, transfer agent for
each of the Fund(s)' authorized and issued shares of beneficial interest
("Shares"), dividend disbursing agent and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of the
Company ("Shareholders") and set out in the currently effective prospectus and
statement of additional information, as each may be amended from time to time,
(the "Prospectus") of the Company, including without limitation any periodic
investment plan or periodic withdrawal program.
1.02 The Bank agrees that it will perform the following services:
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(a) In connection with procedures established from time to time by
agreement between the Company and the Bank, the Bank shall:(i) Receive for
acceptance, orders for the purchase of Shares, and promptly deliver payment and
appropriate documentation therefor to the custodian of the Company appointed by
the Board of Directors of the Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance, redemption requests and
redemption directions and deliver the appropriate documentation therefor to the
Custodian;
(iv) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by the Company on behalf of a Fund; and
(vii) Create and maintain all necessary records including
those specified in Article 10 hereof, in accordance with all applicable laws,
rules and regulations, including but not limited to records required by Section
31(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), and
those records pertaining to the various functions performed by it hereunder.
All records shall be available for inspection and use by the Company. Where
applicable, such records shall be maintained by the Bank for the periods and in
the places required by Rule 3la-2 under the 1940 Act.
(viii) Make available during regular business hours all
records and other data created and maintained pursuant to this Agreement for
reasonable audit and inspection by the Company, or any person retained by the
Company. Upon reasonable notice by the Company, the Bank shall make available
during regular business hours its facilities and premises employed in
connection with its performance of this Agreement for reasonable visitation by
the Company, or any person retained by the Company.
(ix) At the expense of and at the request of the Company,
the Bank shall maintain an adequate supply of blank share certificates for each
Fund providing for the issuance of certificates to meet the Bank's requirements
therefor. Such share certificates shall be property signed by facsimile. The
Company agrees that, notwithstanding the death, resignation, or removal of any
officer of the Company whose signature appears on such certificates, the Bank
may continue to countersign certificates which bear such signatures until
otherwise directed by the Company. Share certificates may be issued and
accounted for entirely by the Bank and do not require any third party registrar
or other endorsing party.
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(x) Issue replacement share certificates in lieu of
certificates which have been lost, stolen, mutilated or destroyed, without any
further action by the Board of Directors or any officer of the Company, upon
receipt by the Bank of properly executed affidavits and lost certificate bonds,
in form satisfactory to the Bank with the Company and the Bank as obligees
under the bond. At the discretion of the Bank, and at its sole risk, the Bank
may issue replacement certificates without requiring the affidavits and lost
certificate bonds described above and the Bank agrees to indemnify the Company
against any and all losses or claims which may arise by reason of the issuance
of such new certificates in the place of the ones allegedly lost, stolen or
destroyed.
(xi) Record the issuance of Shares of the Company and
maintain, pursuant to Rule 17Ad-10(e) under the 1934 Act, a record of the total
number of Shares of the Company which are authorized, based upon data provided
to it by the Company, and issued and outstanding. The Bank shall also provide
the Company 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 Company.
(b) In addition to and not in lieu of the services set forth in
the above paragraph (a) or in any Schedule hereto, the Bank shall: (i) perform
all of the customary services of a transfer agent, dividend disbursing agent
and, as relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment plan or
periodic withdrawal program); including but not limited to maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing Shareholder reports and prospectuses
to current Shareholders, withholding taxes on all accounts, including
nonresident alien accounts, 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, preparing and
mailing confirmation form and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, responding to Shareholder telephone calls and Shareholder
correspondence, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information; and (ii) provide a system which will
enable the Company to monitor the total number of shares sold in each State.
The Company shall (i) identify to the Bank in writing 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 the Bank for a Fund's blue sky state registration status is
solely limited to the initial establishment of transactions subject to blue sky
compliance by such Fund(s) and the reporting of such transactions to the
Fund(s) as provided above.
(c) Additionally, the Bank shall utilize a system to identify all
share transactions which involve purchase and redemption orders that are
processed at a time other than the time of
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the computation of net asset value per share next computed after receipt of
such orders, and shall compute the net effect upon the Fund(s) of such
transactions so identified on a daily and cumulative basis.
ARTICLE 2. Sale of Company Shares
2.01 Whenever the Company shall sell or cause to be sold any Shares
of a Fund, the Company shall deliver or cause to be delivered to the Bank a
document duly specifying: (i) the name of the Fund whose Shares were sold; (ii)
the number of Shares sold, trade date, and price; (iii) the amount of money to
be delivered to the Custodian for the sale of such Shares and specifically
allocated to such Fund; and (iv) in the case of a new account, a new account
application or sufficient information to establish an account.
2.02 The Bank will, upon receipt by it of a check or other payment
identified by it as an investment in Shares of one of the Funds and drawn or
endorsed to the Bank as agent for, or identified as being for the account of,
one of the Funds, promptly deposit such check or other payment to the
appropriate account postings necessary to reflect the investment. The Bank
will notify the Company, or its designee, and the Custodian of all purchases
and related account adjustments.
2.03 Under procedures as established by mutual agreement between
the Company and the Bank, the Bank shall issue to the purchaser or his
authorized agent such Shares, computed to the nearest three decimal points, as
he is entitled to receive, based on the appropriate net asset value of the
Funds' Shares, determined in accordance with the prospectus and applicable
Federal law or regulation. In issuing Shares to a purchaser or his authorized
agent, the Bank shall be entitled to rely upon the latest directions, if any,
previously received by the Bank from the purchaser or his authorized agent
concerning the delivery of such Shares,
2.04 The Bank shall not be required to issue any Shares of the
Company where it has received a written instruction from the Company or written
notification from any appropriate Federal or State authority that the sale of
the Shares of the Fund(s) in question has been suspended or discontinued, and
the Bank shall be entitled to rely upon such written instructions or written
notification.
2.05 Upon the issuance of any Shares of any Fund(s) in accordance
with foregoing provisions of this Section, the Bank shall not be responsible
for the payment of any original issue or other taxes, if any, required to be
paid by the Company in connection with such issuance.
2.06 The Bank may establish such additional rules and regulations
governing the transfer or registration of Shares as it may deem advisable and
consistent with such rules and regulations generally adopted by transfer
agents, or with the written consent of the Company, any other rules and
regulations.
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ARTICLE 3. Returned Checks
3.01 In the event that any check or other order for the transfer of
money is returned unpaid for any reason, the Bank will take such steps as the
Bank may, in its discretion, deem appropriate to protect the Company from
financial loss or as the Company or its designee may instruct. Provided that
the standard procedures, as agreed upon from time to time, between the Company
and the Bank, regarding purchases and redemptions of Shares, are adhered to by
the Bank, the Bank shall not be liable for any loss suffered by a Fund as a
result of returned or unpaid purchase or redemption transactions. Legal or
other expenses incurred to collect amounts owed to a Fund as a consequence of
returned or unpaid purchase or redemption transactions shall be an expense of
that Fund.
ARTICLE 4. Redemptions
4.01 Shares of any Fund may be redeemed in accordance with the
procedures set forth in the Prospectus of the Company and the Bank will duly
process all redemption requests.
ARTICLE 5. Transfers and Exchanges
5.01 The Bank is authorized to review and process transfers of
Shares of each Fund, exchanges between Funds on the records of the Funds
maintained by the Bank, and exchanges between the Company and any other entity
as may be permitted by the Prospectus of the Company. If Shares to be
transferred are represented by outstanding certificates, the Bank will, upon
surrender to it of the certificates in proper form for transfer, and upon
cancellation thereof, countersign and issue new certificates for a like number
of Shares and deliver the same. If the Shares to be transferred are not
represented by outstanding certificates, the Bank will, upon an order therefor
by or on behalf of the registered holder thereof in proper form, credit the
same to the transferee on its books. If Shares are to be exchanged for Shares
of another Fund, the Bank will process such exchange in the same manner as a
redemption and sale of Shares, except that it may in its discretion waive
requirements for information and documentation.
ARTICLE 6. Right to Seek Assurances
6.01 The Bank reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which the Bank, in its judgment, deems
improper or unauthorized, or until it is satisfied that there is no basis for
any claims adverse to such transfer or redemption. The Bank may, in effecting
transfers, rely upon the provisions of the Uniform Act for the Simplification
of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may
be amended from time to time, which protect it in not requiring certain
documents in connection with the transfer or redemption of Shares of any
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Fund, and Institutional Series Funds, only with respect to a Fund listed on
Appendix A as a series of that Company, and Series Funds, only with respect to
a Fund listed on Appendix A as a series of that Company, shall indemnify the
Bank for any act done or omitted by it in good faith reliance upon such laws;
provided that such indemnification shall only be available to the extent of the
applicable Fund's assets and shall not be paid from the assets of any other
Fund.
ARTICLE 7. Distributions
7.01 The Company will promptly notify the Bank of the declaration
of any dividend or distribution. The Company shall furnish to the Bank a
resolution of the Board of Directors of the Company certified by the Secretary
(a "Certificate"): (i) authorizing the declaration of dividends on a specified
periodic basis and authorizing the Bank to rely on oral instructions or a
Certificate specifying the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined and the amount payable per
share to Shareholders of record as of the date and the total amount payable to
the Bank on the payment date; or (ii) setting forth the date of the declaration
of any dividend or distribution by a Fund, the date of payment thereof, the
record date as of which Shareholders entitled to payment shall be determined,
and the amount payable per share to the Shareholders of record as of that date
and the total amount payable to the Bank on the payment date.
7.02 The Bank, on behalf of the Company, shall instruct the
Custodian to place in a dividend disbursing account funds equal to the cash
amount of any dividend or distribution to be paid out. The Bank will
calculate, prepare and mail checks to (at the address as it appears on the
records of the Bank), or (where appropriate) credit such dividend or
distribution to the account of, Fund Shareholders, and maintain and safeguard
all underlying records.
7.03 The Bank will replace lost checks at its discretion and in
conformity with regular business practices.
7.04 The Bank will maintain all records necessary to reflect the
crediting of dividends which am reinvested in Shares of the Company, including
without limitation daily dividends.
7.05 The Bank shall not be liable for any improper payments made in
accordance with a resolution of the Board of Directors of the Company.
7.06 If the Bank shall not receive from the Custodian sufficient
cash to make payment to all Shareholders of the Company as of the record date,
the Bank shall, upon notifying the Company, withhold payment to all
Shareholders of record as of the record date until such sufficient cash is
provided to the Bank.
ARTICLE 8. Other Duties
8.01 In addition to the duties expressly provided for herein, the
Bank shall perform such other duties and functions and shall be paid such
amounts therefor as may from time to time be agreed to in writing.
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ARTICLE 9. Taxes
9.01 It is understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and capital gain
distributions and tax withholding with the proper Federal, State and local
authorities as are required by law to be filed by the Company and shall
withhold such sums as are required to be withheld by applicable law.
ARTICLE 10. Books and Records
10.01 The Bank shall maintain confidential records showing for each
Shareholder's account the following: (i) names, addresses and tax
identification numbers; (ii) numbers of Shares held; (iii) historical
information (as available from prior transfer agents) regarding the account of
each Shareholder, including dividends paid and date and price of all
transactions on a Shareholder's account; (iv) any stop or restraining order
placed against a Shareholder's account; (v) information with respect to
withholdings; (vi) any capital gain or dividend reinvestment order, plan
application, dividend address and correspondence relating to the current
maintenance of a Shareholder's account; (vii) certificate numbers and
denominations for any Shareholders holding certificates; (viii) any information
required in order for the Bank to perform the calculations contemplated or
required by this Agreement; and (ix) such other information and data as may be
required by applicable law.
10.02 Any records required to be maintained by Rule 31a-1 under the
1940 Act will be preserved for the periods prescribed in Rule 31a-2 under the
1940 Act. Such records my be inspected by the Company at reasonable times. The
Bank may, at its option at any time, and shall forthwith upon the Company's
demand, turn over to the Company and cease to retain in the Bank's files,
records and documents created and maintained by the Bank in performance of its
service or for its protection. At the end of the six-year retention period,
such periods and documents will either be turned over to the Company, or
destroyed in accordance with the Company's authorization.
10.03 Procedures applicable to the services to be performed
hereunder may be established from time to time by agreement between the Fund(s)
and the Bank. The Bank shall have the right to utilize any shareholder
accounting and recordkeeping systems which, in its opinion, qualifies to
perform any services to be performed hereunder. The Bank shall keep records
relating to the services performed hereunder, in the form and manner as it may
deem advisable.
ARTICLE 11. Fees and Expenses,
11.01 For performance by the Bank pursuant to this Agreement, the
Fund(s) agree to pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 11.02 below may be
changed from time to time subject to mutual written agreement between the
Fund(s) and the Bank.
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11.02 In addition to the fee paid under Section 11.01 above, the
Fund(s) agree to reimburse the Bank for out-of-pocket expenses or advances
incurred by the Bank for the items set out in the fee schedule attached hereto.
In addition, any other expenses incurred by the Bank at the request or with the
consent of the Fund(s) including, without limitation, any equipment or supplies
specifically ordered by the Company or required to be purchased by the Company,
will be reimbursed by the Fund(s).
11.03 The Fund(s) agree to pay all fees and reimbursable expenses
within thirty days following the mailing of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports and other mailings to
all shareholder accounts shall be advanced to the Bank by the Fund(s) at least
seven (7) days prior to the mailing date of such material.
ARTICLE 12. Representations and Warranties of the Bank
The Bank represents and warrants to the Company that:
12.01 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
12.02 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
12.03 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
12.04 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
12.05 The various procedures and systems which it has implemented
with regard to safeguarding from loss or damage attributable to fire, theft or
any other cause, each Company's blank checks, records and other data and the
Bank's records, data, equipment facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make
such changes herein from time to time as are required for the secure
performance of its obligations hereunder.
ARTICLE 13. Representations and Warranties of the Company
The Company represents and warrants to the Bank that:
13.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of its incorporation as set forth in the
preamble hereto.
13.02 It is empowered under applicable laws and by its charter
documents and by-laws to enter into and perform this Agreement.
13.03 All proceedings required by said charter documents and by-laws
have been taken to authorize it to enter into and perform this Agreement.
13.04 It is an open-end investment company registered under the 0000
Xxx.
13.05 A registration statement on Form N-lA (including a prospectus
and statement of additional information) under the Securities Act of 1933 and
the 1940 Act is currently
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effective and will remain effective, and appropriate state securities law
filings have been made and will continue to be made, with respect to all Shares
of the Company being offered for sale.
13.06 When Shares are hereafter issued in accordance with the terms
of the Prospectus, such Shares shall be validly issued, fully paid and
nonassessable by the Fund(s).
ARTICLE 14. Indemnification
14.01 Except as set forth in subparagraph (e) hereof, the Bank shall
not be responsible for, and Instituitional Series Funds, only with respect to a
Fund listed on Appendix A as a series of that Company and only from the assets
of the applicable Fund, and Series Funds, only with respect to a Fund listed on
Appendix A as a series of that Company and only from the assets of the
applicable Fund, shall indemnify and hold the Bank harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) All actions taken or omitted to be taken by the Bank or its
agent or subcontractors in good faith in reliance on or use by the Bank or its
agents or subcontractors of information, records and documents which (i) are
received by the Bank or its agents or subcontractors and furnished to it by or
on behalf of a Fund and (ii) have been prepared and/or maintained by the
Fund or any other person or firm on behalf of a Fund, and (iii) were
received by the Bank or its agents or subcontractors from a prior transfer
agent.
(b) Any action or failure or omission to act by a Fund as a
result of such Fund's lack of good faith, negligence or willful misconduct.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests, whether written or oral, of
a Fund.
(c) The offer or sale of Shares by a Fund in violation of any
requirement under the federal securities laws or regulations or 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
federal agency or any State with respect to the offer or sale of such Shares in
such state.
(e) In addition to any other limitation provided herein, or by
law, indemnification under this Agreement shall not apply to actions or
omissions of the Bank or its directors, officers, employees, agents or
subcontractors in cases of its or their own gross negligence, willful
misconduct bad faith, reckless disregard of its duties or their own duties
hereunder, knowing violation of law or fraud.
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14.02 The Bank shall indemnify and hold the Fund(s) harmless from
and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributed to any action or
failure or omission to act by the Bank as a result of the Bank's lack of good
faith, negligence, willful misconduct, knowing violation of law or fraud.
14.03 At any time the Bank may apply to any officer of the
applicable Company for instructions with respect to any matter arising in
connection with the services to be performed by the Bank under this
Agreement for a Fund, and the Bank and its agents or subcontractors shall not
be liable and shall be indemnified by the applicable Company for any action
taken or omitted by it in good faith reliance upon such instructions except for
a knowing violation of law. The Bank, its agents and subcontractors shall be
protected and indemnified by Institutional Series Funds, only with respect to a
Fund listed on Appendix A as a series of that Company and only from the assets
of the applicable Fund, and Series Funds, only with respect to a Fund listed on
Appendix A as a series of that Company and only from the assets of the
applicable Fund, in acting upon any paper or document furnished on behalf of a
Fund, reasonably believed to be genuine and to have been signed by the proper
person or persons, or upon any instruction, information, data, records or
documents provided by a Fund, the Bank or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means authorized
by the applicable Company, on behalf of that Fund, and shall not be held to
have notice of any change of authority of any person, until receipt of written
notice thereof from the applicable Company, on behalf of that Fund. The Bank,
its agents and subcontractors shall also be protected and indemnified by the
applicable Company only to the extent of the assets of the applicable Fund in
recognizing stock certificates of that Fund which are reasonably believed to
bear the proper manual or facsimile signatures of an officer of that Company,
and one proper countersignature of any former transfer agent or registrar, or
of a co-transfer agent or co-registrar.
14.04 In the event any party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, interruption
of electrical power or other utilities, equipment or transmission failure or
damage reasonably beyond its control, or other causes reasonably beyond its
control, such party shall not be liable to the others for any damages resulting
from such failure to perform or otherwise from such causes.
14.05 No party to any Agreement shall be liable to the other
parties for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder as contemplated by this Agreement.
14.06 In order that the indemnification provisions contained in this
Article 14 shall apply, upon the assertion of a claim for which a party may be
required to indemnify an other, the party seeking the indemnification shall
promptly notify the indemnifying party of such assertion, and shall keep the
other party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent, which consent shall not be
unreasonably withheld.
ARTICLE 15. Covenants of the Company and the Bank
15.01 The Company shall promptly furnish to the Bank the following:
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(a) A certified copy of the resolution of the Directors of the
Company authorizing the appointment of the Bank and the execution and delivery
of this Agreement.
(b) A copy of the charter documents and by-laws of the Company and
all amendments thereto.
(c) Copies of each vote of the Directors designating authorized
persons to give instructions to the Bank, and a Certificate providing specimen
signatures for such authorized persons.
(d) Certificates as to any change in any officer or Director of
the Company.
(e) If applicable a specimen of the certificate of Shares in each
Fund of the Company in the form approved by the Directors, with a Certificate
as to such approval.
(f) Specimens of all new certificates for Shares, accompanied by
the Directors' resolutions approving such forms.
(g) All account application forms and other documents relating to
shareholder accounts or relating to any plan, program or service offered by the
Company.
(h) A list of all Shareholders of the Fund(s) with the name,
address and tax identification number of each Shareholder, and the number of
Shares of the Fund(s) held by each, certificate numbers and denominations (if
any certificates have been issued), lists of any account against which stops
have been placed, together with the reasons for said stops, and the number of
Shares redeemed by the Fund(s).
(i) An opinion of counsel for the Company with respect to the
validity of the Shares and the status of such Shares under the Securities Act
of 1933.
(j) Copies of the Fund(s) registration statement on Form N-1A as
amended and declared effective by the Securities and Exchange Commission and
all post-effective amendments thereto.
(k) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Bank in the proper performance of
its duties.
15.02 The Bank hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Company for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
15.03 The Bank shall keep records relating to the services to be
performed under, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the
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1940 Act and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed by
the Bank hereunder are the confidential property of the Company and will be
preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered to the Company on and in accordance with its
request.
15.04 The Bank and the Company agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
15.05 In case of any requests or demands for the inspection of the
Shareholder records of the Company, the Bank will endeavor to notify the
Company and to secure instructions from an authorized officer of the Company as
to such instruction. The Bank 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 exhibit the Shareholder records to such
person.
ARTICLE 16. Term of Agreement
16.01 This Agreement shall become effective on the date hereof (the
"Effective Date") and shall continue in effect for twelve months from the
Effective Date ( the "Initial Term") and from year to year thereafter with
respect to each Fund, provided that subsequent to the Initial Term, this
Agreement may be terminated by Institutional Series Funds, on behalf of a Fund
listed on Appendix A as a series of that Company, Series Funds, on behalf of a
Fund listed on Appendix A as a series of that Company, or the Bank, with
respect to a Fund, at any time without payment of any penalty upon ninety (90)
days written notice to the other. In the event such notice is given by a
Company, it shall be accompanied by a resolution of the Board of Directors,
certified by the Secretary, electing to terminate this Agreement.
16.02 Should either Company exercise its right to terminate with
respect to a Fund, all out-of-pocket expenses associated with the movement of
records and material will be borne by the Company. Nevertheless, the Bank will
consult with the applicable Company regarding the movement of records and
materials. Additionally, the Bank reserves the right to charge the applicable
Fund for any other reasonable expenses associated with such termination.
ARTICLE 17. Additional Funds
17.01 In the event that the Company establishes one or more series
of Shares in addition to the initial series with respect to which it desires to
have the Bank render services as transfer agent under the term hereof, it shall
so notify the Bank in writing, and if the Bank agrees in writing to provide
such services, such series of Shares shall become a Fund hereunder.
ARTICLE 18. Assignment
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18.01 Except as provided in Section 18.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
18.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
18.03 The Bank, may without further consent on the part of the
Company, subcontract for the performance of any of the services to be provided
hereunder to third parties, including any affiliate of the Bank, provided that
the Bank shall remain liable hereunder for any acts or omissions of any
subcontractor as if performed by the Bank.
ARTICLE 19. Amendment
19.01 This Agreement may be amended or modified by a written
agreement executed by both parties.
ARTICLE 20. Massachusetts Law to Apply
20.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
ARTICLE 21. Merger of Agreement and Severability
21.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
21.02 In the event any provision of this Agreement shall be held
unenforceable or invalid for any reason, the remainder of the Agreement shall
remain in full force and effect.
21.03 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 22. Notices
22.01 Any notice or other instrument in writing authorized or
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and mailed or delivered to it at
its office at the address set forth below:
For the Fund(s): Salomon Brothers Institutional Series Funds Inc
c/o Salomon Brothers
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
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For the Bank: Investors Bank & Trust Company
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Xxxxx Xxxxx
ARTICLE 23. Miscellaneous
23.01 Notwithstanding anything in this Agreement to the contrary,
the respective responsibilities, obligations and duties of each Company relate
only to a Fund which is listed on Appendix A as a series of that Company and
not to any Fund which is a series of the other Company. Moreover, any amount
owing to the Bank under any provision of this Agreement with respect to a
particular Fund shall be paid by the Company only from the assets of that Fund
and not from the assets of any other Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and the year first above written.
Salomon Brothers
Institutional Series Funds Inc
By:
---------------------------------
Name:
Title:
ATTEST:
--------------------------
Investors Bank & Trust Company
By:
---------------------------------
Name:
Title:
ATTEST:
--------------------------
DATE:
----------------------------
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APPENDIX A
DATED APRIL 1, 1996
to
TRANSFER AGENCY AND SERVICE AGREEMENT
between
SALOMON BROTHERS INSTITUTIONAL SERIES FUNDS INC
and
INVESTORS BANK & TRUST COMPANY
Salomon Brothers Institutional High Yield Bond Fund
Salomon Brothers Institutional Emerging Market Debt Fund
Salomon Brothers Institutional Asia Growth Fund
Salomon Brothers Institutional Money Market Fund
