LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement"), dated as of December 1, 2005
(the "Effective Date"), by and among Citigroup Inc., a corporation incorporated
in the State of Delaware ("Citigroup"), and each investment company signing this
Agreement (on behalf of itself and each series thereof, as applicable) (each
investment company and series separately, a "Licensee").
WITNESSETH:
WHEREAS, Xxxx Xxxxx, Inc., a corporation incorporated in the State of
Maryland ("Xxxx Xxxxx") and Citigroup have entered into a Transaction Agreement,
dated as of June 23, 2005 and amended as of the Effective Date (as amended, the
"Transaction Agreement"), under which Citigroup is selling to Xxxx Xxxxx
substantially all of its global asset management business currently operated as
Citigroup Asset Management and Xxxx Xxxxx is selling the PC/CM Business,
including the private client business of Xxxx Xxxxx to Citigroup;
WHEREAS, effective as the Closing of the Transaction, an Affiliate of Xxxx
Xxxxx that is wholly-owned by Xxxx Xxxxx serves as the investment adviser for
each Licensee ("Adviser");
WHEREAS, Citigroup owns all right, title and interest in the Citi Marks
(as defined below), and each Licensee desires a license to use the Citi Marks
and Citigroup is willing to grant such license to each Licensee, on the terms
and subject to the conditions contained herein;
WHEREAS, Citigroup prior to the Effective Date had granted permission to
Licensee to use the Citi Xxxx(s) designated under Licensee's name in Schedule A
(such names and marks that contain or otherwise reference CITI, SB, SALOMON
BROTHERS, or XXXXX XXXXXX, the "Citi Marks"), and Licensee desires a license to
continue to use such Citi Xxxx(s) for a period of time and Citigroup is willing
to grant such license to each Licensee, on the terms and subject to the
conditions contained herein;
WHEREAS, pursuant to that certain Cross-License Agreement of even date
hereof between Citigroup and Xxxx Xxxxx, Citigroup is granting Xxxx Xxxxx a
transitional license to use the Citi Marks solely in connection with the
investment advisory services provided by Xxxx Xxxxx or Affiliates thereof to
each Licensee as well as the advertising, marketing, promotion, and distribution
of each Licensee (the "Cross-License"); and
WHEREAS, this Agreement serves as an individual license agreement between
Citigroup and each Licensee.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
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ARTICLE 1
DEFINITIONS
1.01 Defined Terms. Initially capitalized terms shall have the meaning
respectively ascribed to them herein, including the following terms:
"Affiliate" means, with respect to any specified Person, any other Person
that at the time of determination, directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with,
such specified Person.
"Business Day" means any day other than a Saturday, Sunday, or a holiday
on which commercial banks in the State of New York are closed.
"Control" (including its correlative meanings "Controlled by" and "under
common Control with") means the possession, directly or indirectly, of power to
direct or cause the direction of the management or policies (whether through
ownership of securities or partnership or other ownership interest, by contract
or otherwise).
"Cross-License" has the meaning ascribed to it in the Recitals.
"Governmental Authority" means any federal, national, supranational,
state, provincial, local, or similar government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or
judicial or arbitral body, including the Securities and Exchange Commission and
any SRO within or outside the United States.
"Law" means, with respect to any Person, any domestic or foreign federal
or state statute, law, ordinance, rule, administrative code, administrative
interpretation, regulation, order, consent, writ, injunction, directive,
judgment, decree, policy, ordinance, decision, guideline or other requirement of
(or agreement with) any Governmental Authority (including any memorandum of
understanding or similar arrangement with any Governmental Authority), in each
case binding on that Person or its property or assets.
"Person" means any individual, corporation, business trust, partnership,
association, limited liability company, unincorporated organization or similar
organization, or any Governmental Authority.
"SRO" means the NASD, the National Futures Association, each national
securities exchange in the United States and each other board or body, whether
United States or foreign, that is charged with the supervision or regulation of
brokers, dealers, commodity pool operators, commodity trading advisers, futures
commission merchants, securities underwriting or trading, stock exchanges,
commodities exchanges, insurance companies or agents, investment companies or
investment advisers.
"Trademarks" means, collectively, whether registered or unregistered,
trademarks, service marks, certification marks, trade dress, logos, trade names,
slogans, designs, URL addresses, internet domain names, and any similar indicia
of source or origin, including the goodwill of the business symbolized thereby
or associated therewith, all statutory and common-law rights thereto, and all
rights therein provided by international treaties and conventions.
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1.02 Other Definitional Provisions. Capitalized terms not otherwise
defined herein have the meaning set forth in the Transaction Agreement. As used
in this Agreement, the words "herein", "hereof", and "hereunder" and other words
of similar import refer to this Agreement as a whole, including the Schedules
hereto, as the same may from time to time be amended or supplemented and not to
any particular subdivision contained in this Agreement. The word "including"
when used herein is not intended to be exclusive, or to limit the generality of
the preceding words, and means "including, without limitation". References
herein to an Article, Section, subsection, clause, or Schedule shall refer to
the appropriate article, section, subsection, clause, or schedule of this
Agreement, unless expressly stated otherwise.
ARTICLE 2
LICENSE TO LICENSEE OF THE CITI MARKS
2.01 Grant of License. During the Term, and subject to the terms and
conditions of this Agreement and applicable Law, Citigroup hereby grants to
Licensee a non-exclusive, non-transferable (except as otherwise permitted in
Section 8.11), worldwide, fully paid-up and royalty-free, and non-sublicenseable
right and license to use the Citi Marks solely as part of the name of Licensee
as set forth in Schedule A (the "License").
ARTICLE 3
OWNERSHIP OF THE CITI MARKS
3.01 Ownership of Citi Marks. Licensee acknowledges that as between
Citigroup, on the one hand, and Licensee, on the other, Citigroup is the owner
of the Citi Marks and the goodwill attached thereto. Licensee covenants and
agrees not to challenge the validity, enforceability or Citigroup's or its
Affiliates' ownership of the Citi Marks in any jurisdiction. Licensee shall not
acquire any ownership rights in the Citi Marks. Nothing herein shall be deemed,
intended, or implied to constitute a sale or assignment of the Citi Marks to
Licensee. Licensee agrees that all goodwill from its use of the Citi Marks under
this Agreement shall inure solely to the benefit of Citigroup, and this
Agreement does not confer on Licensee any goodwill or ownership interest in the
Citi Marks.
3.02 Notices With Respect to Citi Marks. Licensee acknowledges and agrees
that it shall not create or distribute any materials (whether in written,
electronic, or other form) bearing the Citi Marks.
3.03 Avoidance of Adverse Actions by Licensee. Licensee shall not: (i)
take any action that would disparage or diminish the value or reputation of the
Citi Marks; (ii) either directly or indirectly apply for the registration or
renewal of registration of the Citi Marks or any variation thereon, or any
Trademark which contains or is confusingly similar to the Citi Marks or their
transliteration in any language; (iii) subject to Section 6.02(d) use the Citi
Marks in any jurisdiction after such time that Licensee knows that such use in
such jurisdiction infringes or is credibly alleged to infringe the Trademark
rights or other proprietary rights of another Person (provided, however, that
Citigroup may agree to permit Licensee to continue to use the Citi Marks in such
jurisdiction if Citigroup determines that there are reasonable defenses to such
claim of infringement); or (iv) without Citigroup's prior written consent, which
may in Citigroup's sole good faith discretion be withheld (and Citigroup will
provide Licensee with a
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written explanation for its disapproval at the time of such disapproval),
combine the Citi Marks with any other Trademark, any prefix or suffix, or any
other modifying word or term, other than as expressly provided in Schedule A.
3.04 Recordings. In the event Citigroup reasonably deems recordation
necessary, Licensee shall, to the extent it has the power and authority to do
so, reasonably cooperate with Citigroup at Citigroup's sole expense, for
Licensee's reasonable out-of-pocket costs, in connection with the recording of
this Agreement with the appropriate Governmental Authorities and, if necessary,
in the renewal of such recordation, including the prompt execution of all
documents necessary in connection with such recording. To the extent it has the
power and authority to do so, Licensee shall provide documents and other
information to Citigroup as reasonably necessary to accomplish such recordation,
including by submitting a revised version of this Agreement in a form necessary,
but without change of substance (except where such change is necessary for
purposes of recordation) hereof, for recordation. At Citigroup's expense, for
Licensee's reasonable out-of-pocket costs, and to the extent it has the power
and authority to do so, Licensee shall cooperate to effect a cancellation or
termination of any recordation of this Agreement with the appropriate
Governmental Authorities upon termination or expiration of this Agreement, but
in no event, later than twenty (20) days following the termination or expiration
of this Agreement. Licensee hereby grants to Citigroup an irrevocable power of
attorney coupled with an interest solely to effect such cancellation.
3.05 Domain Names. Licensee represents that it does not own any Internet
domain names containing Citi Marks.
ARTICLE 4
QUALITY CONTROL
4.01 Quality of Licensee's Services. Licensee shall not provide services
under the Citi Marks.
4.02 Compliance with Law and Government Approvals. Licensee shall,
beginning on the Effective Date, comply with all applicable Laws in connection
with its use of the Citi Marks, its conduct of business under the Citi Marks,
and the performance of any other obligations under this Agreement, to the extent
such non-compliance could reasonably be expected to have an adverse effect on
Citigroup or any of the Citi Marks or the goodwill or reputation associated
therewith. Licensee shall be responsible for the expense of obtaining and
maintaining all licenses, permits, and regulatory approvals which are required
by any Governmental Authority with respect to Licensee's business, if any, and
of complying with any requirements of such Governmental Authorities, including
providing all appropriate notices to investors, if applicable. Without
limitation to the foregoing, in the event that applicable Law prohibits or
restricts or requires expanded use of the Citi Marks hereunder, the License
shall automatically be deemed to be so restricted or expanded, and Licensee
shall comply with such applicable Law, provided that in the event of the
expansion of a License pursuant to this Section 4.02, to the extent it has the
power and authority to do so, Licensee shall (i) immediately notify Citigroup in
writing of such requirement, (ii) use all commercially reasonable efforts, as
requested by Citigroup, to avoid any expansion of such use and still comply with
any applicable
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Law, and (iii) otherwise cooperate with Citigroup's reasonable requests to avoid
such expansion without violating any applicable Law.
ARTICLE 5
INTELLECTUAL PROPERTY PROTECTION
5.01 Protection of the Citi Marks. To the extent it has the power and
authority to do so and is permitted by applicable Law, Licensee agrees, as
Citigroup may reasonably request and at Citigroup's expense, for Licensee's
reasonable out-of-pocket costs, to cooperate with Citigroup or its Affiliates in
the prosecution and elimination of any unauthorized use or infringement of the
Citi Marks. Notwithstanding any other provision of this Agreement, Citigroup
shall have the sole right to control the prosecution of any claim alleging
infringement or other violation of the Citi Marks, provided that to the extent
resolution of any such claim is reasonably likely to have an adverse impact on
Licensee, Citigroup shall consult with Licensee or Xxxx Xxxxx on behalf of
Licensee in connection therewith.
ARTICLE 6
TERM AND TERMINATION
6.01 Term. This Agreement (and the rights granted to Licensee hereunder)
shall become effective on the Effective Date and shall endure with respect to
any Licensee until the earlier of the expiration or earlier termination of the
Trademark Term (pursuant to, and as defined in, the Cross-License) or the
expiration or earlier termination of any applicable rights with respect to such
Licensee under the Cross-License (the "Term").
6.02 Termination of License. Upon the expiration or earlier termination of
this Agreement (or of a Licensee's rights to use the Citi Marks hereunder, in
which case the following provisions of this Section 6.02 shall apply only with
respect to such Licensee):
(a) Subject to Section 6.02(d), Licensee's License to use the Citi
Marks immediately and automatically shall terminate and all rights in the
Citi Marks granted to Licensee shall revert to Citigroup, and at
Citigroup's request, Licensee shall assign any goodwill accrued to
Licensee under the Citi Marks, if any, to Citigroup (the parties
acknowledge that no such assignment is necessary or required with respect
to use of the Citi Marks within the United States);
(b) Licensee immediately shall destroy all materials in its custody
and control, if any, utilizing the Citi Marks and provide confirmation of
same to Citigroup, except that Licensee shall be permitted to keep copies
of such materials as may be required by applicable Law and such additional
number of copies as it reasonably deems appropriate for internal
recordkeeping purposes;
(c) Licensee immediately shall take all steps necessary, and fully
cooperate with Citigroup and/or its Affiliates at Citigroup's request and
sole expense, for Licensee's reasonable out of pocket costs, to cancel any
recordation of this Agreement with any Governmental Authorities;
5
(d) Notwithstanding the foregoing clauses (a) - (c), Licensee shall
not be required to cease a particular use of the Citi Marks in the event
that such continued use of such xxxx is required by any applicable Law,
provided that Licensee (i) immediately notifies Citigroup in writing of
such requirement, (ii) uses all commercially reasonable efforts to cease
such use and still comply with any applicable Law, and (iii) cooperates
with Citigroup with respect to such efforts to cease use without violating
any applicable Law. For purposes of clarification, the foregoing shall not
relieve Licensee from its obligation to cure a breach of this Agreement;
and
(e) For purposes of clarity, and except as otherwise prohibited
under applicable Law, nothing in this Agreement shall preclude any good
faith uses of the Citi Marks by Licensee that are (i) not in commerce,
(ii) nominative references to Citigroup in a manner that could generally
be made by Licensee with respect to third-party financial services
companies (i.e., not in a manner that states a present or past affiliation
between the Parties or their respective Affiliates (unless and to the
extent required by Law or specifically permitted pursuant to another
agreement between the Parties)), or (iii) factual references to the Citi
Marks in historical and tax records.
6.03 Change of Company Name Following Termination. Upon expiration or
earlier termination of this Agreement (or of a Licensee's rights to use the Citi
Marks hereunder, in which case the following provisions of this Section 6.03
shall apply only with respect to such Licensee), Licensee shall take all actions
necessary or appropriate to the extent within its control, and cooperate with
Citigroup and its Affiliates, to (x) de-register Licensee's corporate name that
contains Citi Marks, (y) cancel any recordation of this Agreement with
Governmental Authorities, and (z) change its name to a name that does not
include the Citi Marks, or any variation, derivation or colorable imitation
thereof.
6.04 Survival. Notwithstanding any provisions of this Article stating
otherwise, Sections 3.01, 3.03, 3.04 and Articles 7 and 8 of this Agreement
shall survive any expiration or termination of this Agreement.
ARTICLE 7
DISCLAIMER
7.01 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. CITIGROUP HEREBY
SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR
IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, REGISTRABILITY, OR NON-INFRINGEMENT
AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE),
REGARDING THE CITI MARKS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
LICENSEE ACKNOWLEDGES THAT THE LICENSE GRANTED IN THIS AGREEMENT AND THE CITI
MARKS, ARE PROVIDED "AS IS."
7.02 EXCLUSION OF LIABILITY. EXCEPT FOR THE PARTIES' INDEMNIFICATION
OBLIGATIONS PROVIDED FOR HEREIN AND EXCEPT IN THE
6
CASE OF A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BAD FAITH BREACH
HEREUNDER, NEITHER PARTY NOR ANY OF ITS AFFILIATES WILL BE LIABLE (WHETHER IN
CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) TO THE OTHER PARTY
OR ANY OTHER PERSON FOR DAMAGES FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
ARTICLE 8
MISCELLANEOUS
8.01 Indemnification by Citigroup. Citigroup (as the "Indemnifying Party")
hereby agrees to indemnify and hold harmless Licensee, and its respective
directors, officers, employees and agents (collectively, as the "Indemnified
Party") with respect to any Losses incurred, arising from, or based in any
respect on any action, suit, proceeding, claim, demand, investigation or
assessment made or brought by a third party that is unaffiliated with a Party
hereto (each, a "Third Party Claim") of Trademark infringement or dilution, to
the extent arising from the use by Licensee of the Citi Marks as expressly
permitted under this Agreement. Licensee shall at Citigroup's request promptly
phase out use of such challenged Citi Xxxx(s) in the relevant jurisdictions(s)
if in Citigroup's reasonable judgment there exists colorable grounds for such
third party claim.
8.02 Notices. All notices, requests, demands and other communications
required or permitted to be given or made under this Agreement or in connection
with this Agreement ("Notice") will be deemed to have been duly given when
delivered by hand, courier or overnight delivery service or, if mailed, two (2)
Business Days after deposit in the mail and sent certified or registered mail,
return receipt requested and with first-class postage prepaid, or in the case of
facsimile Notice, when sent and transmission is confirmed, and, regardless of
method, addressed to the Party at its address or facsimile number set out below
(or at such other address or facsimile number as the Party furnishes the other
Party in accordance with this Section):
If to Citigroup:
Citigroup
000 Xxxxx Xxx.
00xx Xxxxx
Xxx Xxxx, XX 00000
XXX
Attention: Xxxx Xxxxx, Esq.
Assistant Secretary and Chief Trademark Counsel
Facsimile: 0-000-000-0000
If to Licensee:
Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxxxx Xxxxx, 0xx xxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
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8.03 Relationship Between the Parties. Nothing contained in this Agreement
will be deemed to be construed by the Parties or any third party as creating a
partnership, an agency relationship or joint venture between the Parties or any
of their respective employees, representatives or agents.
8.04 Amendment and Waivers. No amendment to this Agreement will be
effective unless it is in writing and signed by each Party. Any failure of a
Party to comply with any obligation, covenant, agreement or condition contained
in this Agreement may be waived by the Party entitled to the benefits of the
provision only by a written instrument duly executed and delivered by the Party
granting the waiver, but the waiver or failure to insist upon strict compliance
with such obligation, covenant, agreement or condition will not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure of
compliance.
8.05 Severability. In the event that any of the provisions in this
Agreement is determined invalid, void or unenforceable, the provision will be
deemed deleted from this Agreement and the remaining provisions of this
Agreement will continue in full force and effect.
8.06 Governing Law. The provisions of this Agreement are to be governed by
and construed in accordance with the Laws of the State of New York applicable to
the agreements made and to be performed entirely within the State, without
regard to the conflicts of laws principles of the State.
8.07 Jurisdiction
THE PARTIES IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY
NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURT. THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THAT THEY
MAY LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING. THE PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
8.08 Equitable Relief. Licensee acknowledges and agrees that violation of
the provisions of this Agreement may cause Citigroup irreparable injury not
compensable by money damages for which Citigroup may not have an adequate remedy
at law, and if Citigroup institutes an action or proceeding to enforce the
provisions of this Agreement and seeks injunctive or other equitable relief as
may be necessary to enjoin, prevent or curtail any breach thereof, threatened or
actual, then Citigroup shall not be required to prove irreparable injury, and
shall be entitled to such relief without the posting of any bond or other
security.
8
8.09 Remedies Cumulative. All remedies in this Agreement are cumulative,
in addition to and not in lieu of any other remedies available to a Party at Law
or in equity, subject only to the express limitations on liabilities and
remedies set forth herein.
8.10 Entire Agreement. This Agreement (including all Schedules hereto),
embody the entire agreement of the Parties hereto with respect to the subject
matter hereof and supersede all prior agreements with respect thereto. The
Parties intend that this Agreement shall constitute the complete and exclusive
statement of its terms and that no extrinsic evidence whatsoever may be
introduced in any judicial proceeding involving this Agreement.
8.11 No Assignment. No Party may assign or transfer all or part of its
rights and/or obligations under this Agreement without the prior written consent
of the other Party and any purported assignment without such consent will be
void; provided, that such prior written consent will not be required in the
event that (i) Licensee or Citigroup sells, transfers, divests or otherwise
disposes of all or substantially all of its business to one or more of its
Controlled Affiliates, or (ii) Citigroup assigns one or more of the Citi Marks
to one or more of its Controlled Affiliates. This Agreement shall be binding on
the successors and permitted assigns of each Party hereto.
8.12 Parties. All references herein to "Licensee" are to each of the
entities signing this Agreement (and each series thereof), individually, as if
this Agreement were between Citigroup and such individual entity or series. Any
reference in this Agreement to the "Parties" or "Party" shall mean Citigroup and
such individual Licensee.
8.13 No Third-Party Beneficiaries. Except as expressly provided herein, no
third party is intended, or shall be deemed, to be a beneficiary of any
provision of this Agreement.
8.14 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
8.15 Further Assurances and Cooperation. Each Party agrees to execute and
deliver such other documents and to take all such other actions as the other
Parties may reasonably request to effect the terms of this Agreement.
8.16 No Strict Construction; Table of Contents and Headings. The language
used in this Agreement shall be deemed to be the language chosen by the Parties
hereto to express their mutual intent and no rule of strict construction against
either Party shall apply to any term or condition of this Agreement. The table
of contents, article and section headings of this Agreement are for reference
purposes only and are to be given no effect in the construction or
interpretation of this Agreement.
8.17 Enforceability. The Parties represent that this Agreement has been
duly authorized, executed and delivered by, and constitutes the valid and
legally binding obligations of, such representing Party, enforceable against
such representing Party in accordance with its terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
to general principles of equity, where applicable.
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IN WITNESS WHEREOF, this Agreement has been duly executed on the Effective
Date.
CITIGROUP INC.
By:_________________________________
Name: Xxxx Xxxxx
Title: Assistant Secretary
LICENSEES
EACH OF THE ENTITIES (AND SERIES
THEREOF) LISTED ON SCHEDULE A HERETO
By:_________________________________
Name: R. Xxx Xxxxxx
Title: President
SALOMON BROTHERS
OPPORTUNITY FUND INC.
By:_________________________________
Name: R. Xxx Xxxxxx
Title: Vice President
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SCHEDULE A
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SB Adjustable Rate Income Fund
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Aggressive Growth Fund Inc.
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Xxxxx Xxxxxx Allocation Series Inc.
Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Select Balanced Portfolio
Select Growth Portfolio
Select High Growth Portfolio
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Appreciation Fund Inc.
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Arizona Municipals Fund Inc.
--------------------------------------------------------------------------------
Xxxxx Xxxxxx California Municipals Fund Inc.
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Equity Funds
Xxxxx Xxxxxx Social Awareness Fund
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Fundamental Value Fund Inc.
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Funds, Inc.
Large Cap Value Fund
U.S. Government Securities Fund
Short-Term Investment Grade Bond Fund
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Dividend and Income Fund
SB Convertible Fund
Xxxxx Xxxxxx Diversified Strategic Income Fund
Xxxxx Xxxxxx Exchange Reserve Fund
Xxxxx Xxxxxx High Income Fund
Xxxxx Xxxxxx Municipal High Income Fund
SB Capital and Income Fund
Xxxxx Xxxxxx Total Return Bond Fund
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Institutional Cash Management Fund Inc.
Cash Portfolio
Government Portfolio
Municipal Portfolio
--------------------------------------------------------------------------------
11
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Investment Funds Inc.
Xxxxx Xxxxxx Investment Grade Bond Fund
Xxxxx Xxxxxx Multiple Discipline Funds -
Balanced All Cap Growth and Value Fund
Xxxxx Xxxxxx Multiple Discipline Funds -
Large Cap Growth and Value Fund
Xxxxx Xxxxxx Multiple Discipline Funds -
All Cap Growth and Value Fund
Xxxxx Xxxxxx Multiple Discipline Funds -
Global All Cap Growth and Value Fund
Xxxxx Xxxxxx Multiple Discipline Funds -
All Cap and International Fund
Xxxxx Xxxxxx Government Securities Fund
Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund
Xxxxx Xxxxxx Real Return Strategy Fund
Xxxxx Xxxxxx Small Cap Growth Fund
Xxxxx Xxxxxx Small Cap Value Fund
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Investment Series
Xxxxx Xxxxxx International Fund
Xxxxx Xxxxxx Dividend Strategy Fund
SB Growth and Income Fund
Xxxxx Xxxxxx Premier Selections All Cap Growth Portfolio
Xxxxx Xxxxxx Growth and Income Portfolio
SB Government Portfolio
Xxxxx Xxxxxx Dividend Strategy Portfolio
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Investment Trust
Xxxxx Xxxxxx Intermediate Maturity California Municipals Fund
Xxxxx Xxxxxx Intermediate Maturity New York Municipals Fund
Xxxxx Xxxxxx Large Capitalization Growth Fund
Xxxxx Xxxxxx S&P 500 Index Fund
Xxxxx Xxxxxx Mid Cap Core Fund
Xxxxx Xxxxxx Classic Values Fund
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Core Plus Bond Fund Inc.
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Managed Municipals Fund Inc.
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Massachusetts Municipals Fund
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Money Funds, Inc.
Cash Portfolio
Government Portfolio
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Multiple Discipline Trust
Multiple Discipline Portfolio - All Cap Growth and Value
Multiple Discipline Portfolio - Large Cap Growth and Value
Multiple Discipline Portfolio - Global All Cap Growth and Value
Multiple Discipline Portfolio - Balanced All Cap Growth and Value
--------------------------------------------------------------------------------
Xxxxx Xxxxxx Municipal Money Market Fund, Inc.
--------------------------------------------------------------------------------
12
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Xxxxx Xxxxxx Muni Funds
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
Massachusetts Money Market Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
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Xxxxx Xxxxxx New Jersey Municipals Fund Inc.
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Xxxxx Xxxxxx Oregon Municipals Fund
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Xxxxx Xxxxxx Sector Series Inc.
Xxxxx Xxxxxx Financial Services Fund
Xxxxx Xxxxxx Health Sciences Fund
Xxxxx Xxxxxx Technology Fund
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Xxxxx Xxxxxx Small Cap Core Fund, Inc.
--------------------------------------------------------------------------------
Xxxxx Xxxxxx World Funds, Inc.
Xxxxx Xxxxxx Inflation Management Fund
International All Cap Growth Portfolio
--------------------------------------------------------------------------------
High Income Opportunity Fund Inc.
--------------------------------------------------------------------------------
Intermediate Muni Fund, Inc.
--------------------------------------------------------------------------------
Managed High Income Portfolio Inc.
--------------------------------------------------------------------------------
Managed Municipals Portfolio Inc.
--------------------------------------------------------------------------------
Municipal High Income Fund Inc.
--------------------------------------------------------------------------------
Real Estate Income Fund Inc.
--------------------------------------------------------------------------------
Citigroup Investments Corporate Loan Fund Inc.
--------------------------------------------------------------------------------
Zenix Income Fund Inc.
--------------------------------------------------------------------------------
Greenwich Street Series Fund
Appreciation Portfolio
Capital and Income Portfolio
Diversified Strategic Income Portfolio
Salomon Brothers Variable Aggressive Growth Fund
Equity Index Portfolio
Salomon Brothers Variable Growth & Income Fund
Fundamental Value Portfolio
--------------------------------------------------------------------------------
13
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Travelers Series Fund Inc.
Xxxxx Xxxxxx Aggressive Growth Portfolio
Xxxxx Xxxxxx High Income Portfolio
Xxxxx Xxxxxx International All Cap Growth Portfolio
Xxxxx Xxxxxx Large Capitalization Growth Portfolio
Xxxxx Xxxxxx Large Cap Value Portfolio
Xxxxx Xxxxxx Mid Cap Core Portfolio
Xxxxx Xxxxxx Money Market Portfolio
Social Awareness Stock Portfolio
SB Adjustable Rate Income Portfolio
--------------------------------------------------------------------------------
The Salomon Brothers Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers Investors Value Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers Capital Fund Inc
--------------------------------------------------------------------------------
Salomon Brothers Series Funds Inc.
Salomon Brothers Balanced Fund
Salomon Brothers Cash Management Fund
Salomon Brothers High Yield Bond Fund
Salomon Brothers Institutional Money Market Fund
Salomon Brothers Large Cap Growth Fund
Salomon Brothers NY Municipal Money Market Fund
Salomon Brothers Small Cap Growth Fund
Salomon Brothers Strategic Bond Fund
Salomon Brothers Short/Intermediate US Government Fund
Salomon Brothers All Cap Value Fund
--------------------------------------------------------------------------------
Salomon Brothers Institutional Series Funds Inc.
Salomon Brothers Institutional High Yield Bond Fund
Salomon Brothers Institutional Emerging Markets Debt Fund
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Salomon Brothers Variable Series Funds Inc.
Salomon Brothers Variable All Cap Fund
Salomon Brothers Variable High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Large Cap Growth Fund
Salomon Brothers Variable Small Cap Growth Fund
Salomon Brothers Variable Strategic Bond Fund
Salomon Brothers Variable Total Return Fund
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Salomon Brothers Opportunity Fund Inc
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Salomon Brothers Emerging Markets Debt Fund Inc.
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Salomon Brothers Emerging Markets Income Fund Inc.
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Salomon Brothers Emerging Markets Income Fund II
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Salomon Brothers Emerging Markets Floating Rate Fund Inc.
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Salomon Brothers Capital & Income Fund Inc.
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Salomon Brothers Global Partners Income Fund Inc.
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Salomon Brothers Global High Income Fund Inc.
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Salomon Brothers High Income Fund Inc
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Salomon Brothers High Income Fund II Inc
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14
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Salomon Brothers Inflation Management Fund Inc.
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Salomon Brothers Worldwide Income Fund Inc
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Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc
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Salomon Brothers Municipal Partners Fund Inc.
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Salomon Brothers Municipal Partners Fund II Inc.
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Salomon Brothers Variable Rate Strategic Fund Inc.
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Liquid Reserves Portfolio
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Tax Free Reserves Portfolio
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U.S. Treasury Reserves Portfolio
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CitiFunds Trust I
Salomon Brothers Aggressive Growth Fund
Xxxxx Xxxxxx Emerging Markets Equity Fund
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Xxxxx Xxxxxx Trust II
Xxxxx Xxxxxx Capital Preservation Fund
Xxxxx Xxxxxx Capital Preservation Fund II
Xxxxx Xxxxxx Diversified Large Cap Growth Fund
Xxxxx Xxxxxx International Large Cap Fund
Xxxxx Xxxxxx Small Cap Growth Opportunities Fund
Xxxxx Xxxxxx Short Duration Municipal Income Fund
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Salomon Funds Trust
Salomon Brothers National Tax Free Bond Fund
Salomon Brothers California Tax Free Bond Fund
Salomon Brothers New York Tax Free Bond Fund
Salomon Brothers Mid Cap Fund
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Variable Annuity Portfolios
Xxxxx Xxxxxx Small Cap Growth Opportunities Portfolio
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Xxxxx Xxxxxx Puerto Rico Daily Liquidity Fund Inc.
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Xxxxx Xxxxxx Puerto Rico Income and Capital Fund, Inc.
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Xxxxx Xxxxxx Puerto Rico US Core Equity Fund, Inc
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15
